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, 2006 |
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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
(Name of Registrant in Japanese as specified in its charter)
CANON INC.
(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)
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, 2006, 1,333,445,830 shares of common stock, including 68,908,753
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 Noo
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
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, 2006 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 30, 2007, the noon buying rate for yen in New York City as reported by the Federal Reserve
Bank of New York was ¥117.56 = U.S.$1.
The Companys fiscal year end is December 31. In this Annual Report fiscal 2006 refers to the
Companys fiscal year ended December 31, 2006, 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 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, 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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2006 |
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2005 |
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2004 |
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2003 |
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2002 |
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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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¥ |
4,156,759 |
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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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¥ |
2,940,128 |
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Operating
profit |
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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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346,359 |
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Net income |
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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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190,737 |
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Advertising
expenses . |
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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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71,725 |
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Research and
development
expenses |
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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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233,669 |
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Depreciation of
property,
plant and equipment |
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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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158,469 |
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Capital
expenditures |
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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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198,702 |
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Long-term debt,
excluding current
installments |
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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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81,349 |
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Common
stock |
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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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167,242 |
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Stockholders
equity |
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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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1,591,950 |
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Total assets |
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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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2,942,706 |
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Average number of
common shares
in thousands *3 |
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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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1,315,074 |
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Per share data *3: |
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Net income: |
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Basic |
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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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¥ |
145.04 |
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Diluted |
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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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143.20 |
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Cash dividends
declared |
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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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20.00 |
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Cash dividends
declared (U.S.$)*2 |
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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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$ |
0.169 |
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Notes:
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1. |
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The above financial data are prepared in accordance with U.S. generally accepted accounting
principles. |
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2. |
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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. |
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The Company has made a three-for-two stock split on July 1, 2006. The average number of common shares and the
per share data have been adjusted to reflect the stock split. |
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.
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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 |
2002 |
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124.81 |
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118.75 |
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115.71 |
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134.77 |
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2003 |
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115.83 |
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107.13 |
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106.93 |
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121.42 |
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2004 |
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107.63 |
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102.68 |
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102.56 |
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114.30 |
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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 - Year |
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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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- 1(st) half |
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114.51 |
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119.07 |
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110.07 |
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- July |
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114.44 |
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117.44 |
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113.97 |
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- August |
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117.35 |
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117.35 |
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114.21 |
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- September |
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117.99 |
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118.02 |
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116.04 |
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- October |
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116.82 |
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119.81 |
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116.82 |
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- November |
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115.55 |
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118.40 |
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115.55 |
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- December |
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119.02 |
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119.02 |
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114.98 |
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2007 - January |
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121.02 |
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121.81 |
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118.49 |
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- February |
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118.33 |
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121.77 |
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118.33 |
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-
March |
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117.56 |
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118.15 |
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116.01 |
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. 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 field, 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.
3
Canons digital camera business operates in a highly competitive environment.
The recent accelerated trend towards digitalization has resulted in the entry of new
competitors, 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.
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 (PC)s. 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. Although Canon will continue to offer cost effective products by managing
manufacturing costs through its technology, 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 (Standard Definition)
format to the HD (High Definition) format. At the same time many products using new types of media
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 accurately to
forecast demand in these increasingly diversified markets could have an adverse affect on Canons
operating results.
If
the market demands shift to new product using a new type of recording media unexpected by
Canon, Canon may be required to increase the size of its investments in research and development. It could have
an adverse affect on 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 2006,
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 experience 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.
4
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, however, 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.
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 Canons new products adversely affect its profit or cash flow, and if
sales of such new products are not successful, Canon may be unable therefore to improve its gross
profit, operating results and cash flow.
Cyclical patters 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 to no 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 our 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.
5
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
in 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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unfavorable political or economic factors; and |
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unexpected legal or regulatory changes. |
Canons inability to manage successfully 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 established
new production facilities in China and other countries. Canon has more than ten sales offices which
support its sales activity in China. However, with Chinas entry into the WTO, conditions within
China are continuing to change. For example, unexpected events, including political or legal
change, labor shortage or strikes, increased personnel costs or changes in economic conditions, may
occur. In particular, a large revaluation of the yuan, or a sudden change in the tax system or
other regulatory regimes of a significant magnitude 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 Asian sales, production facilities and supply
relationships, especially in China, Canons business may be more exposed to this risk than to the
global economy generally.
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.
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 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 precision nature, even a very trivial shock to these
products during the handling and transportation process could disable the entire product. If
unforeseen accidents during the handling and transportation process render a significant portion of
Canons higher-end precision products unmarketable, Canon may not be able to fully recover its
investment in the research, development and production of these precision products.
Substantially higher crude oil prices have lead to increases in the cost of airfreight in the
form of fuel surcharge. Continued or further increases in crude oil prices could adversely affect
Canons results of operations.
Canon is endeavoring to reduce carbon dioxide emissions by implementing such measures as a new
transportation system, including an efficient new rail container system. Failure by Canon to meet
its targets may have a negative effect on 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 and Europe, may affect the levels of both corporate and consumer sales. Demand of
Canons consumer products, such as cameras and printers, is to a very significant degree
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.
6
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 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, however, 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 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 infringement of, or adverse claim 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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make royalty payments or 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, 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.
Disputes involving payment of remuneration for employee inventions may materially 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 and a fair and objective succession of
amounts to be paid. There can be no assurance, however, that disputes will not arise with respect
to the amount of payments to employees.
7
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 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 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.
8
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 2001, Canon Vietnam Co., Ltd. was established in Hanoi, Vietnam as a production site
for bubble jet printers. |
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In 2001, Canon Zhongshan Business Machines Co., Ltd. was established in Zhongshan, China
as a production site for laser beam printers. |
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In 2001, Canon (Suzhou) Inc. was established in Suzhou, China as a production site for
digital copying machines and digital multifunction devices. |
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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 has no impact on Canons current or future 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 competitions in various fields, including Canons
new display business. |
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On October 19, 2005, Canon acquired the share of NEC Machinery Corporation (listed on
the Second Section of the Osaka Securities Exchange Co.,Ltd.), which possesses advanced
automation technologies, through tender offer and made it into a subsidiary. 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
advance 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 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. |
In
fiscal 2006, 2005 and 2004, Canons capital expenditures were
¥ 379,657 million, ¥ 383,784
million and ¥ 318,730 million, respectively. In fiscal 2006, capital expenditures were mainly used
to expand production capabilities in both domestic and overseas regions, and to bolster Canons
R&D-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.
9
For
fiscal 2007, Canon projects its capital expenditures will be
approximately ¥ 480,000
million. 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.
B. Business overview
Canon is one of the worlds leading manufacturers of plain paper copying machines, digital
multifunction devices, or MFDs, laser beam printers, bubble jet 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 75% of consolidated net sales in fiscal 2006 were
generated outside Japan; approximately 31% in the Americas, 31% in Europe and 13% 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.
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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 office 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 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 2006, 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 products lineups by introducing the iRC5180/4580 and iRC3380/2880 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 has a powerful line of 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 products using its renowned V Toner, featuring broad color space and a
microscopic wax-based structure, and its oil-less fixing system.
Canon has a leading market share in monochrome MFDs and copying machines including machines
for personal use. While the shift to color has been in progress, especially in Japan, the demand
for monochrome machines has been stable accompanying with the expansion of their 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 a 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.
10
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 the monochrome laser beam printer, Canon has started to produce and sell sub-L products
that belong to the lower segment of low-end products in Southern China. The unexpected expansion production and selling has caused Canon to expand production in the laser beam printers
business.
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 single-function printers and multi function printers. In
response to intense competition in the inkjet printer segment, Canon launched new lineup of
multifunction printers and single function printers from flagship to entry models in 2006. All new
model 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 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 new Easy-Scroll Wheel
makes operation much easier. With these advanced printer line-ups, Canon has expanded its sales
volume and expects the consumables business will expand accordingly.
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
(PC) connection via universal serial bus interface. Although the scanner market has continued to
shrink and shift to multi-function printers, Canon has successfully introduced new scanner models
to attain a high market share.
Business
information products
Business information products primarily consist of micrographic equipment, personal computers,
calculators, document scanners and work stations.
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.
The work stations and personal computers sold by Canon are manufactured by third parties under
the manufacturers own brand names.
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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 face detection system, and
this is the distinguishing feature of Canons compact digital cameras. DIGIC III and DIGIC II, both
of them 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 2006. Canon increased sales of compact digital
cameras through the introduction of 16 new compact digital camera models in 2006. In 2006, new
products, such as the Digital Elph SD800 IS (IXY 900 IS in Japan) and PowerShot A530, were
well-received in the market worldwide, and Canon increased its market shares and remained a leader
in sales of compact digital cameras.
In the Compact Photo Printer segment Canon has shown significant leadership in this market.
Although the majority of the compact photo printer purchasers are considered early adopters, as
market growth doubled in 2005, and retailers are now realizing the importance of this new business
segment. In 2006, Canon introduced three new compact photo printers, one of which is under the
brand-new ES series. 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 two new digital
SLRs in 2006 to keep refreshing its complete 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.
11
In response to the strong increase in unit sales of digital cameras, Canon expanded its
internet-based customer support service system in order to strengthen customer services.
Although the conventional film camera market continues to decline, Canon intends to maintain
its firm commitment to lead the film camera business, while closely monitoring the market trends.
In the camera lens segment, technological developments, including diffractive optical
elements, image stabilizers and ultrasonic motors, have helped Canon to maintain a technical lead
over other makers. Canon offers over 60 lenses in the EF series. These high-quality,
high-performance lenses provide outstanding performance with digital cameras as well as
silver-halide cameras, greatly contributing to Canons sales. The market for interchangeable
lenses, which are used for SLR cameras, has grown and aggregate sales of the interchangeable lens
have increased every year for the past four years. In 2006, Canon launched a total of four new
interchangeable lens models to the market, two of these were launched in the first half of 2006. In
response to the increasing demand of the digital SLR, Canon intends to expand its lens sales and
market share by introducing interchangeable lenses especially designed for digital SLR cameras, the
market of which Canon expects to expand.
Canon also provides a full line-up of digital video camcorders from versatile, compact and
stylish models to its flagship models for professionals. In 2006, Canon finally developed an
original imaging sensor for full HD video images, a Complementary Metal Oxide Semiconductor (CMOS)
sensor. Together with Canons CMOS sensor, HD lens and digital imaging processor (DIGIC DV II),
Canon can offer the best quality HD movie in the market.
The digital camcorder market continues to diversify. In the autumn of 2005 Canon began
offering camcorders using DVD and camcorders with HD picture quality in addition to a full line-up
of conventional MiniDV products. And in 2006, Canon further strengthened its line-up by introducing a variety of DVD and HDV products. DC40 with 4M pixel CCD brings the movie and still concept into DVD
camcorder category. HV10 is Canons first compact HD camcorder for consumers, equipped with a
Canon original HD CMOS sensor, which ensures best quality high definition movie image.
Quality
and performance measures such as high resolution, high brightness, and greater detail
or sharpness are the key competitive factors in the market for projectors. In addition to Canons
independently developed high-resolution projector SX50 launched at the end of 2004, Canon launched
three new models SX6, SX60, and X600 in the first half of 2006. The high image quality and high
resolution of these products has been well received by system integrators, and these products are
capturing high market shares. Canon intends to introduce more new products, differentiated by
higher image quality, resolution, and brightness.
-
Optical and other products -
Canons optical and other products includes semiconductor production equipment, medical
equipment and electronic components.
Semiconductor production equipment includes steppers and mask aligners. Steppers are used
to expose circuits on silicon substrates. Canon has commercialized Krypton Fluoride excimer-laser
steppers, Argon Fluoride excimer-laser steppers and i-line steppers. In fiscal 2006, the semiconductor
production equipment market expanded, mainly supported by the strong demand from memory
manufacturers in Japan, Korea and Taiwan.
To respond to the demand, Canon accelerated its related activities, including improving the quality
of its products and shortening the lead time. As a result, Canon expanded its sales volume. In
particular, FPA-6000 ES6a / ES5a (KrF scanning stepper) and FPA-5500 iZa (i-line stepper) made a
large contribution to its sales.
Mask aligners are used to produce liquid crystal displays, or LCDs. The LCD market recently
faced an oversupply of LCD panels, which led to severe price-reduction of LCD panels. As a result,
Canon was affected by the reduction of equipment investment by panel manufacturers.
Canon believes that, based on global units, it 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 2006, the market for television broadcasting lenses grew, as a result of a
global trend to introduce digital broadcasting equipment. In fiscal 2006, Canon launched a series
of cost-effective HD lenses that match both the performance and the costs of the new HD acquisition
systems, developed in response to the transitioning to HDTV Newsgathering, HD reality shows, and
other lower-budget HD productions. Canon maintained its position as the market leader for
television broadcasting lenses.
Medical equipment sold by Canon includes X-ray cameras, retinal cameras, autofractmeters and
image-processing equipments for computerized diagnostic systems. Canons pioneering digital
radiography system takes X-ray photography and medical diagnosis into the digital age.
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.
12
Marketing and distribution
Canon sells its products primarily through subsidiaries with responsibility for specific
geographic areas. Each subsidiary is responsible for its own market research and for determining
its sales channels, advertising and promotional activities.
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 Canon (U.K.) Ltd. in the United
Kingdom, and by 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
2006, such sales constituted approximately 22% of Canons consolidated net sales, as compared to
21% in 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. In
Japan, most customers enter into a maintenance service contract under which Canon provides
maintenance services, replacement drums and parts in return for 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.
13
NET SALES BY PRODUCT GROUP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2006 |
|
|
change |
|
|
2005 |
|
|
change |
|
|
2004 |
|
|
|
(Millions of yen except percentage data) |
|
Business machines: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office imaging products |
|
¥ |
1,185,925 |
|
|
|
2.8 |
% |
|
¥ |
1,153,240 |
|
|
|
2.9 |
% |
|
¥ |
1,120,972 |
|
Computer peripherals |
|
|
1,398,408 |
|
|
|
12.3 |
|
|
|
1,244,906 |
|
|
|
8.3 |
|
|
|
1,149,914 |
|
Business information products |
|
|
106,754 |
|
|
|
2.4 |
|
|
|
104,255 |
|
|
|
-10.9 |
|
|
|
117,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,691,087 |
|
|
|
7.5 |
|
|
|
2,502,401 |
|
|
|
4.8 |
|
|
|
2,387,953 |
|
Cameras |
|
|
1,041,865 |
|
|
|
18.5 |
|
|
|
879,186 |
|
|
|
15.2 |
|
|
|
763,079 |
|
Optical and other products |
|
|
423,807 |
|
|
|
13.7 |
|
|
|
372,604 |
|
|
|
17.6 |
|
|
|
316,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
4,156,759 |
|
|
|
10.7 |
|
|
¥ |
3,754,191 |
|
|
|
8.3 |
|
|
¥ |
3,467,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES BY GEOGRAPHIC AREA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31 |
|
|
|
2006 |
|
|
change |
|
|
2005 |
|
|
Change |
|
|
2004 |
|
|
|
(Millions of yen except percentage data) |
|
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,037,657 |
|
|
|
5.9 |
% |
|
¥ |
979,748 |
|
|
|
6.6 |
% |
|
¥ |
919,153 |
|
Intersegment |
|
|
2,311,482 |
|
|
|
13.0 |
|
|
|
2,046,173 |
|
|
|
8.7 |
|
|
|
1,882,973 |
|
Total |
|
|
3,349,139 |
|
|
|
10.7 |
|
|
|
3,025,921 |
|
|
|
8.0 |
|
|
|
2,802,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,277,867 |
|
|
|
12.1 |
% |
|
¥ |
1,139,784 |
|
|
|
7.8 |
% |
|
¥ |
1,057,066 |
|
Intersegment |
|
|
4,764 |
|
|
|
-35.8 |
|
|
|
7,424 |
|
|
|
-16.2 |
|
|
|
8,863 |
|
Total |
|
|
1,282,631 |
|
|
|
11.8 |
|
|
|
1,147,208 |
|
|
|
7.6 |
|
|
|
1,065,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
1,313,919 |
|
|
|
11.5 |
% |
|
¥ |
1,178,672 |
|
|
|
8.1 |
% |
|
¥ |
1,090,712 |
|
Intersegment |
|
|
3,586 |
|
|
|
62.6 |
|
|
|
2,206 |
|
|
|
-47.0 |
|
|
|
4,161 |
|
Total |
|
|
1,317,505 |
|
|
|
11.6 |
|
|
|
1,180,878 |
|
|
|
7.9 |
|
|
|
1,094,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
527,316 |
|
|
|
15.6 |
% |
|
¥ |
455,987 |
|
|
|
13.7 |
% |
|
¥ |
400,922 |
|
Intersegment |
|
|
792,018 |
|
|
|
22.5 |
|
|
|
646,530 |
|
|
|
9.3 |
|
|
|
591,677 |
|
Total |
|
|
1,319,334 |
|
|
|
19.7 |
|
|
|
1,102,517 |
|
|
|
11.1 |
|
|
|
992,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
|
|
|
|
|
% |
|
¥ |
|
|
|
|
|
% |
|
¥ |
|
|
Intersegment |
|
|
-3,111,850 |
|
|
|
|
|
|
|
-2,702,333 |
|
|
|
|
|
|
|
-2,487,674 |
|
Total |
|
|
-3,111,850 |
|
|
|
|
|
|
|
-2,702,333 |
|
|
|
|
|
|
|
-2,487,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
4,156,759 |
|
|
|
10.7 |
% |
|
¥ |
3,754,191 |
|
|
|
8.3 |
% |
|
¥ |
3,467,853 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,156,759 |
|
|
|
10.7 |
|
|
|
3,754,191 |
|
|
|
8.3 |
|
|
|
3,467,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
|
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. 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. |
14
Seasonality
Canons sales for the 4th quarter are usually higher than those in the other three quarters,
mainly owing to strong demand for consumer products, such as cameras and bubble jet 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, aluminums, plastics, steels, and chemicals for
using it 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. Due to the high price of crude
oil and increase in demand toward China, the market place is tight since the beginning of last
year. 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 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 the Canon Group. 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.
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.,
Hewlett-Packard Company, Lexmark International Inc., Ricoh Company, Ltd., Konica Minolta Holdings,
Inc. and Seiko Epson Corporation. Canon believes that it is one of the leading global manufacturers
of copying machines, digital MFDs, laser beam printers, bubble jet 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 regards to 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 at the low-end segment has turned especially fierce by the impact of
printer-based MFDs on copier market. Canon sees this market convergence as a growth opportunity and
has enhanced our printer and printer-
based MFP lineups. Canon also ensures to differentiate 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 Imaging Co., Ltd., Olympus Corporation, Nikon Corporation,
Casio Computer Co., Ltd., Matsushita Electric Industrial Co., Ltd., Samsung Electronics Co., Ltd.
and Eastman Kodak Company.
In the digital SLR market, competition has become tougher in 2006, with more newcomers with
aggressive approach into the growing market. Canon is committed to keep leading the digital SLR
market, with aggressive investment to develop 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.
15
In the compact digital cameras, the segment industrys trend of declining prices will continue
in 2007, 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 we see the above-mentioned tough signs, we also see many positive signs as well. For
instance, as China and Eastern Europe including Russia have shown significant growth, Canon has
achieved the leading market share in China and Russia. Also, Canons cost reduction efforts have
shown very positive progress utilizing the advantages of significant economies of scale. We believe
Canons compact Digital Steel 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. In fiscal 2006, Canon expanded its line-up of DVD and HDV camcorders.
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. In fiscal 2002, ASML further increased its competitive position by acquiring
SVG Lithography Systems Inc. As a result of the acquisition, ASML is now one of the largest
semiconductor manufacturing equipment companies in Europe.
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 have
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 reputation as a famous
technology-oriented company.
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) |
Brother Industries, Ltd.
|
|
(electrophotography 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 Inc.
|
|
(camera and video products) |
Gilbert P. Hyatt U.S. Philips Corporation
|
|
(microcomputer) |
Nano-Proprietary Inc.
|
|
(FED technology) |
St. Clair Intellectual Property Consultants, Inc.
|
|
(Selection of digital cameras image format) |
16
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 Co.
|
|
(electrophotography and image processing technology) |
Ricoh Company, Ltd.
|
|
(electrophotography products, facsimiles and word processors) |
Canon has placed high priority on the management of its intellectual property as part of its
management strategies 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 WEEE Directive in each member state, and will achieve the recycling ratio of
waste electrical and electronic equipment through these schemes by the target date.
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 Canon Groups operational sites in
Japan. Additional costs may arise as remedial measures become necessary. These factors may
adversely affect Canons results of operations and financial conditions.
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.
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, was enacted in April 2001. 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 in the future, and may have an
adverse affect on its results of operations.
17
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 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 market. When enacted, the new
directive will require specified labels on all batteries (The deadline differs from country to
country). 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 recycling fees and guarantees of products placed on the 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 the content of electronic
information products. Step 1 was implemented for the products manufactured on and after March
1, 2007. Almost all the Canon products will be covered by this regulation. The regulation targets
electronic information products however, it also covers medical equipments, semi-conductor
manufacturing equipments and consumables such as cartridges, as well as component, parts and
materials of such products, which are not covered by EU RoHS Directive.
To comply with Step 1 requirements, a specified China specific mark shall be put on all the covered
products, and their use of the six substances same as those regulated by the EU RoHS must be shown
on product manuals. In addition, 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 six substances in specific electronic information products
(those specified in the list for emphasized management) would be restricted by the similar
limitation of the EU RoHS Directive, and a China-specific compulsory products certification system
will be introduced for such products. However, the publication of the standards to implement these
measures has been delayed, and the emphatic management list has not been published.
These requirements will increase Canons costs and may have an adverse affect on its results of
operations and financial conditions.
7. U.S. States Legislations concerning Waste Electric and Electronic Products and RoHS-like
Regulations
The electric and electronic equipment recycling laws have been enacted in some states such as
California or 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 state laws, like the law of Massachusetts, which require
manufacturers to bear the costs of collection and recycling of printers and fax, 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 drafts state laws are being considered in California and other states., which would restrict a
certain hazardous substances in the electric and electronic equipments 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 Dec. 18, 2006, the European Union has approved the draft REACH Regulations which would establish
a framework for the management scheme for all the commercial chemical substances. After publication
in the Official Journal, it will be implemented on June 1, 2007. This framework, if adopted, would
apply to 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/ imported over specific thresholds shall be registered in the European
Union with information about its usage or chemical characters, etc., and authorization shall be
required when using certain substances. Moreover, the use of substances regarded as dangerous
might be prohibited. The suppliers of the articles will have to report to the EU when certain
substances are contained in them, and to provide information about such substances to consumers
upon its requests. When such requirements are enacted, they might increase Canons costs to comply
with them.
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 are 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 Commission and the member states. Until these implementing measures are
clarified, it is difficult to predict the effects of the EuP directive. However, one of the first
implement measures is expected to require that covered products should not use more than 1 watt (2
watts for a product with a facsimile function) in their standby mode.
18
10. Kyoto Protocol to the United Nations Framework Convention on Climate Change
The Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into
force on February 16, 2005. In order for the Japanese Government to achieve a goal set in the Kyoto
Protocol, a Kyoto Protocol Target Achievement Plan was issued and decided at a Cabinet Meeting in
April, 2005, and the related revisions of the Energy Conservation Law as well as the Global Warming
Prevention Promotion Law came into force in April, 2006. Since CO2 emissions in Japan
have been increasing each year, the Japanese Government is required to include stricter measures
for significant CO2 emission reductions in a revised Kyoto Protocol Target Achievement
Plan which will be reviewed and decided sometime early in 2008.
Canon will try to achieve its voluntary action plan that corresponds to voluntary action
plans of the Japan Business Federation (Nihon Keidanren) and the Electric & Electronic Industries Four
Associations to which Canon belongs, and to comply with the revised regulations. Canon will
carefully monitor the Japanese Governments actions as well as activities of industrial sectors and
consider a contingency plan, if necessary, such as the Kyoto Mechanism.
From product planning stage, Canon places considerable emphasis on meeting requirements of green
purchasing laws, international ENERGY STAR Program, and other standards. Canon is also actively
promoting to acquire certification for all major eco-labels.
Canon is promoting to grasp and establish management of the environmental impact of chemical
substances in products , and to limit use of products in line with the EUs RoHS Directive, which
requires makers to eliminate or replace six hazardous substances from a very early stage.
Along with the global movement to establish a green purchasing network, Canon has built an
assurance system for chemical substances contained in its products under which Canon will only buy
from those suppliers that comply with the Green Procurement Standards.
Canon is establishing the infrastructure for recycling and reduced waste generation in line with
the concepts of Extended Producer Responsibility, which is achieving greater acceptance worldwide.
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, 2006, Canon had 219 consolidated subsidiaries and 14 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, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
Proportion of |
|
|
|
|
|
|
|
ownership interest |
|
|
voting power |
|
Name of company |
|
Head office location |
|
|
owned |
|
|
held |
|
Canon Marketing Japan Inc. |
|
Tokyo, Japan |
|
|
50.3 |
% |
|
|
50.7 |
% |
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 |
% |
19
D. Property, plants and equipment
Canons manufacturing is conducted primarily at 23 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, 2006 are as follows:
|
|
|
|
|
|
|
|
|
Floor space |
|
|
|
|
(including |
|
|
Name and location |
|
leased space) |
|
Principal activities and products manufactured |
Domestic |
|
(Thousands of |
|
|
|
|
square feet) |
|
|
|
Headquarters, Tokyo
|
|
|
2,468 |
|
|
R&D, corporate administration, other functions |
|
|
|
|
|
|
|
Canon
Global Management Institute, Tokyo
|
|
|
100 |
|
|
HRD Training & administration |
|
|
|
|
|
|
|
Mizonokuchi HRD center, Kanagawa
|
|
|
78 |
|
|
HRD Training & administration |
|
|
|
|
|
|
|
Kosugi Office, Kanagawa
|
|
|
398 |
|
|
Development of software for office imaging products |
|
|
|
|
|
|
|
Fuji-Susono Research Park, Shizuoka
|
|
|
1,039 |
|
|
R&D in electrophotographic technologies |
|
|
|
|
|
|
|
Hiratsuka
Development Center, Kanagawa
|
|
|
348 |
|
|
Development of displays, electronic devices |
|
|
|
|
|
|
|
Ayase Office, Kanagawa
|
|
|
394 |
|
|
R&D and manufacturing of semiconductor devices |
|
|
|
|
|
|
|
Optics R&D Center, Tochigi
|
|
|
473 |
|
|
R&D in optical technologies, development and sales of
broadcasting equipment |
|
|
|
|
|
|
|
Tamagawa Office, Kanagawa
|
|
|
95 |
|
|
Quality Engineering Division |
|
|
|
|
|
|
|
Yako Development Center, Kanagawa
|
|
|
902 |
|
|
Development of inkjet printers, Ink Jet chemical products |
|
|
|
|
|
|
|
Utsunomiya Plant, Tochigi
|
|
|
857 |
|
|
Manufacturing of EF lenses, video camcorder lenses,
broadcasting lenses, lenses for business machines, other
specialized optical lenses |
|
|
|
|
|
|
|
Toride Plant, Ibaraki
|
|
|
2,914 |
|
|
R&D in electrophotographic technologies, mass-production
trials and support; manufacturing of office imaging
products,chemical products |
|
|
|
|
|
|
|
Ami Plant, Ibaraki
|
|
|
1,252 |
|
|
semiconductor production equipment; design and
manufacturing of factory automation equipment and metal
molds |
|
|
|
|
|
|
|
Utsunomiya
Optical Products Plant, Tochigi
|
|
|
1,420 |
|
|
R&D, manufacturing, sales and servicing of semiconductor
equipment; sales of broadcasting equipment; R&D and
sales of medical equipment |
|
|
|
|
|
|
|
Canon
Electronics Inc.,Saitama and Gunma
|
|
|
1,153 |
|
|
Development, production and sales of camera components,
magnetic heads, sensors, micrographics, document
scanners, LBPs, laser scanner units, portable data
terminals, semiconductor equipment |
|
|
|
|
|
|
|
Canon Finetech Inc, , Ibaraki, Tokyo,
Yamanashi, and Fukui
|
|
|
763 |
|
|
Production and sales of business machines, business
machine peripherals, chemical products, business-use
printers |
|
|
|
|
|
|
|
Canon Precision Inc.,Aomori
|
|
|
1,089 |
|
|
Development, production and sales of motors; production
of toner cartridges, sensors |
|
|
|
|
|
|
|
Optron Inc., Ibaraki
|
|
|
143 |
|
|
Polishing of optical crystals (for steppers, cameras,
telescopes), vapor deposition materials |
20
|
|
|
|
|
|
|
|
Floor space |
|
|
|
|
(including |
|
|
Name and location |
|
leased space) |
|
Principal activities and products manufactured |
Domestic |
|
(Thousands of |
|
|
|
|
square feet) |
|
|
|
|
|
|
|
|
Canon Chemicals Inc.,Ibaraki |
|
1,783 |
|
|
Toner cartridges and advanced-function parts, plastic precision-molded parts, metal molds |
|
|
|
|
|
|
Canon Components Inc.,Saitama |
|
602 |
|
|
Image sensor units, printed circuit boards, Ink Jet print heads/ink tanks |
|
|
|
|
|
|
Oita Canon Inc., Oita |
|
1,344 |
|
|
SLR cameras, digital SLR and compact cameras, digital video camcorders, visual communication cameras |
|
|
|
|
|
|
Nagahama Canon Inc., Shiga |
|
1,100 |
|
|
LBPs, toner cartridges, a-si drums |
|
|
|
|
|
|
Oita Canon Materials Inc., Oita |
|
1,200 |
|
|
Chemical products for copying machines and printers |
|
|
|
|
|
|
Ueno Canon Materials Inc., Mie |
|
632 |
|
|
Chemical products for copying machines and printers |
|
|
|
|
|
|
Fukushima Canon Inc., Fukushima |
|
971 |
|
|
Production of inkjet printers, Ink Jet print heads/ink tanks; analysis of software and fonts |
|
|
|
|
|
|
Canon Semiconductor Equipment Inc., Ibaraki |
|
495 |
|
|
Development and production of semiconductor production-related equipment; production of small-sized copying machines and copying units |
|
|
|
|
|
|
Canon Ecology
Industry Inc., Ibaraki and Saitama |
|
369 |
|
|
Recycling of toner cartridges; business machine repair |
|
|
|
|
|
|
Nisca Corporation, Yamanashi |
|
465 |
|
|
Development, design, production and sales of business machines, information products, optical equipment |
|
|
|
|
|
|
Miyazaki Daishin Canon Co., Ltd., Miyazaki |
|
130 |
|
|
Digital video camcorders, digital cameras, electronics packaging |
|
|
|
|
|
|
Canon ANELVA Corporation |
|
490 |
|
|
Electron devices, panel devices, electronic components, for R&D |
|
|
|
|
|
|
Canon Machinery Inc. |
|
293 |
|
|
Semiconductor, electronic components, energy relation |
|
|
|
|
|
|
SED Inc. |
|
739 |
|
|
Flat-screen SED(Surface-conduction Electron-emitter Display)panels |
21
|
|
|
|
|
|
|
|
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 |
|
|
Production and remanufacturing of copying machines; refilling of toner cartridges; remanufacturing of semiconductor production equipment |
|
|
|
|
|
|
|
|
|
|
|
|
Canon Bretagne S.A.S., Liffre, France |
|
506 |
|
|
Production of low-speed copying machines and toner cartridges; recycling of toner cartridges |
|
|
|
|
|
|
[America] |
|
|
|
|
|
|
|
|
|
|
|
Canon Virginia, Inc.,Virginia, U.S. |
|
828 |
|
|
Production of toner cartridges, toner for copying machines |
|
|
|
|
|
|
[Asia] |
|
|
|
|
|
|
|
|
|
|
|
Canon Inc., Taiwan, Taiwan |
|
415 |
|
|
Production of SLR and compact cameras, EFS and other lenses, precision-metal molds |
|
|
|
|
|
|
Canon Opto (Malaysia) Sdn. Bhd., Selangor,
Malaysia |
|
561 |
|
|
Production of Digital cameras, EF lenses, optical lens parts |
|
|
|
|
|
|
Canon Dalian
Business Machines, Inc. , Dalian China |
|
1,250 |
|
|
Production and recycling of toner cartridges; production of LBPs, MFDs |
|
|
|
|
|
|
Canon Zhuhai, Inc., Zhuhai, China |
|
836 |
|
|
Production of Compact cameras, digital cameras, LBPs, MFDs, image scanners, contact image sensors |
|
|
|
|
|
|
Tianjin Canon Inc., Tianjin, China |
|
148 |
|
|
Production and sales of copying machines |
|
|
|
|
|
|
Canon
Hi-Tech Thailand Ltd., Ayutthaya, Thailand |
|
1,301 |
|
|
Ink Jet printers, personal-use copying machines, facsimile machines, MFDs |
|
|
|
|
|
|
Canon
Ayutthaya Thailand Ltd., Thailand |
|
182 |
|
|
Ink Jet printers, personal-use copying machines, facsimile machines, MFDs |
|
|
|
|
|
|
Canon
Engineering Thailand Ltd., Ayutthaya,
Thailand |
|
130 |
|
|
Metal molds, plastic injection mold parts |
|
|
|
|
|
|
Canon
Zhougshan Business Machines Co., Ltd., Zhougshan, China |
|
729 |
|
|
Production of LBPs |
|
|
|
|
|
|
Canon
Vietnam Co., Ltd., Hanoi, Vietnam |
|
1,772 |
|
|
Production of Ink Jet printers, LBPs |
|
|
|
|
|
|
Canon
(Suzhou) Inc., Suzhou, China |
|
805 |
|
|
Production of Color and monochrome digital copying machines |
|
|
|
|
|
|
Canon
Finetech(Suzhou) Business Machines Inc.
, Suzhou, China |
|
351 |
|
|
Production of digital printers, peripherals, service parts |
|
|
|
|
|
|
Thai Nisca Co.Ltd., Ayutthaya, Thailand |
|
190 |
|
|
Production and sales of optical equipment and OA equipment |
|
|
|
|
|
|
Canon
Finetech Industries Development Co., Ltd., Shenzhen, China |
|
216 |
|
|
Production and sales of copying machines, semi-finished products, parts |
Canon considers its manufacturing and other facilities to be well maintained and
believes that its
plant capacity is adequate for its current requirements.
22
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 2006, in the United States, despite a decrease in
housing investment, the economy continued to display growth with healthy employment conditions and
continued growth in consumer spending, along with an increase in corporate capital investment. In
Europe, while exports appeared somewhat sluggish due to the appreciation of the euro, the region
indicated a trend toward moderate recovery as domestic demand expanded in major European countries,
boosted by such factors as increased consumer spending owing to 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. In Japan, although consumer spending has
yet to fully regain its strength, the economy maintained a trend toward recovery amid increased
capital spending fueled by strong corporate performances.
Market environment
With respect to the markets in which the Canon Group operates, within the camera segment demand for
digital single-lens reflex (SLR) cameras and compact digital cameras continued to realize healthy
growth during the term. Within the office imaging product market, demand for network digital
multifunction devices (MFDs) remained solid as the office market moved toward color and
multifunctionality. As for computer peripherals, including printers, although demand grew for color
as well as monochrome laser beam printers, and shifted rapidly within the inkjet printer market
from single-function to multifunction models, the segment suffered amid severe price competition.
In the optical equipment segment, although demand for projection aligners, which are used to
produce liquid crystal display (LCD) panels, declined due to restrained investment by LCD
manufacturers, demand for steppers, used in the production of semiconductors, was strong, supported
by increased investment by manufacturers. The average value of the yen for the year was ¥116.43 to
the U.S. dollar and ¥146.51 to the euro, representing year-on-year decreases of about 5% against
the U.S. dollar, and 7% against the euro.
Summary of operations
In 2006, the first year of a new five-year management planPhase III of Canons Excellent
Global Corporation PlanCanon achieved record highs in both consolidated net sales and net income,
and a seventh consecutive year of sales and profit growth, mainly due to a solid rise 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.In fiscal 2006, Canon achieved 10.7% growth in net sales,
to ¥4,156,759 million, and an 18.5% increase in net income, to ¥455,325 million. Canons gross
profit increased by 13.3%, to ¥2,060,480 million.
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
Net sales (Millions of yen) |
|
¥ |
4,156,759 |
|
|
¥ |
3,754,191 |
|
|
¥ |
3,467,853 |
|
|
¥ |
3,198,072 |
|
|
¥ |
2,940,128 |
|
Gross profit to net sales ratio |
|
|
49.6 |
% |
|
|
48.5 |
% |
|
|
49.4 |
% |
|
|
50.3 |
% |
|
|
47.6 |
% |
R&D expense to net sales ratio |
|
|
7.4 |
% |
|
|
7.6 |
% |
|
|
7.9 |
% |
|
|
8.1 |
% |
|
|
7.9 |
% |
Operating profit to net sales ratio |
|
|
17.0 |
% |
|
|
15.5 |
% |
|
|
15.7 |
% |
|
|
14.2 |
% |
|
|
11.8 |
% |
Inventory turnover within days |
|
45 days |
|
|
47 days |
|
|
49 days |
|
|
49 days |
|
|
51 days |
|
Debt to total assets ratio |
|
|
0.7 |
% |
|
|
0.8 |
% |
|
|
1.1 |
% |
|
|
3.1 |
% |
|
|
5.0 |
% |
Stockholders equity to total assets ratio |
|
|
66.0 |
% |
|
|
64.4 |
% |
|
|
61.6 |
% |
|
|
58.6 |
% |
|
|
54.1 |
% |
|
|
|
Note: Inventory turnover within days; Inventory divided by net sales for the previous six months,
multiplied by 182.5. |
23
-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 KPIs 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 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 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.
-Cash Flow Management-
Canon also places significant emphasis on cash flow management. The following are the KPI
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 the 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, the sales price is fixed or determinable, and collectibility is
probable.
For arrangements with multiple elements, which may include any combination of equipment,
installation and maintenance, 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 Issue 00-21 (EITF 00-21), Revenue Arrangements with
Multiple Deliverables. Otherwise, revenue is deferred until the undelivered elements are
fulfilled as a single unit of accounting.
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 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 maintenance contracts
on equipment sold to customers and is recognized over the term of the contract.
Canon offers service maintenance contracts for most office imaging products for which the
customer typically pays a base service fee plus a variable amount based on usage. Revenue from
these service maintenance contracts is recognized as services are provided.
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
over the lease term.
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 is
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.
24
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.
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 liability for
environmental remediation and other environmental costs is accrued when it is considered probable
and costs can be reasonably estimated.
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 any of these factors may
require possible recognition of significant valuation allowances to 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 which 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.
These changes in assumptions may lead to changes in related employee retirement and severance
benefit costs in the future.
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 2006, Canon estimated a discount rate of 2.7%
and an expected long-term rate of return on plan assets of 4.8%. 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 11%. 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.
Decrease 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
2007, 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 ¥3,040 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.
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
defined benefit pension plans, and the projected benefit obligation has decreased by ¥101,620
million. This decrease will be amortized as a reduction of net periodic benefit cost over the
employees average remaining service period. The amount will be approximately ¥5,834 million per
year. In conjunction therewith, Canon and certain of its domestic subsidiaries have implemented a
defined contribution pension plan for certain future pension benefits
attributable to employees
future services.
25
Consolidated result of operations
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 note of 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) 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.
26
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 factors offerings 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.
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 52% and 56% of office imaging products sales in fiscal 2006 and
2005, respectively. Sales of facsimiles and information system business accounted for 17% and 16%
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 scanner.
27
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.
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, 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 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 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.
28
Fiscal 2005 compared with fiscal 2004
Summarized results of operations for fiscal 2005 and fiscal 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
Change |
|
|
2004 |
|
|
|
(Millions of yen, except per share |
|
|
|
amounts and percentage data) |
|
Net sales |
|
¥ |
3,754,191 |
|
|
|
+ 8.3 |
% |
|
¥ |
3,467,853 |
|
Operating profit |
|
|
583,043 |
|
|
|
+ 7.2 |
|
|
|
543,793 |
|
Income before income taxes and minority interests |
|
|
612,004 |
|
|
|
+ 10.8 |
|
|
|
552,116 |
|
Net income |
|
|
384,096 |
|
|
|
+ 11.9 |
|
|
|
343,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
288.63 |
|
|
|
+ 11.6 |
|
|
|
258.53 |
|
Diluted |
|
|
288.36 |
|
|
|
+ 11.8 |
|
|
|
257.85 |
|
Note: See note of Item 3A Selected Financial Data.
Sales
Canons consolidated net sales in fiscal 2005 totaled ¥ 3,754,191 million. This represents an
8.3% increase from the previous fiscal year, reflecting significant growth in sales of digital
cameras, color network digital MFDs and projection aligners.
Overseas operations are significant to Canons operating results and generated approximately
74% of total net sales in fiscal 2005. 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 2005 was ¥ 110.58 to the U.S. dollar, and ¥ 137.04 to
the euro, representing a depreciation of 2% against both currencies, compared with the previous
year. The effects of foreign exchange rate fluctuations favorably impacted net sales by
approximately ¥ 66,400 million. Net sales denominated in foreign currency increased by approximately
¥ 41,500 million in U.S. dollars, increased by ¥ 16,300 million in euro, and increased by ¥ 8,600
million in other foreign currencies.
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 2005, 2004 and 2003 was 51.5%, 50.6% and 49.7%,
respectively.
Gross profit
Canons gross profit in fiscal 2005 increased by 6.2% to ¥ 1,819,043 million from fiscal 2004.
Despite such negative factors as escalating prices of raw materials and a severe price competition,
the gross profit ratio for the year remained at high, with a decrease of 0.9 points from the
previous year, owing to cost reductions realized through ongoing production-reform and
procurement-reform efforts.
Operating expenses
The major components of operating expenses are payroll, R&D, advertising expenses and other
marketing expenses. Although R&D expenses grew 4.1% from the previous year to ¥ 286,476 million,
keeping spending growth below the growth rate for net sales, the operating expenses to net sales
ratio improved 0.7 points. In general, Canon maintains a high level of R&D expenditure to
strengthen its R&D capabilities. R&D expenditures grew in fiscal 2005 from the previous year,
resulting from increased R&D activities.
Operating profit
Operating profit in fiscal 2005 increased by 7.2% to ¥ 583,043 million from fiscal 2004.
Operating profit in fiscal 2005 was 15.5% of net sales, compared with 15.7% in fiscal 2004.
Other income (deductions)
Other income (deductions) improved by ¥ 20,638 million, attributable to an increase of
interest revenue, resulting from such factors as an increase in surplus funds accompanying the
improved balance sheet and a rise in interest rates in the United States, along with a decrease in
currency exchange losses.
Income before income taxes and minority interests
Income before income taxes and minority interests in fiscal 2005 was ¥ 612,004 million, a
10.8% increase from fiscal 2004, and constituted 16.3% of net sales.
29
Income taxes
Provision for income taxes increased by ¥ 18,771 million from fiscal 2004, primarily as a
result of the increase in income before income taxes and minority interests. The effective tax rate
during fiscal 2005 declined by 0.3% compared with fiscal 2004.
Net income
Net income in fiscal 2005 increased by 11.9% to ¥ 384,096 million, which exceeds the growth
rate of income before income taxes and minority interests. This represents a 10.2% 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 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 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. |
Effective January 2004, Canon has changed classification of product categories with regards to
information system business, which had been classified in Optical and other products, to
Business machines (Office imaging products) in order to better reflect the current relation with
those products. Accordingly, information for previous fiscal years has been reclassified to conform
with the current classification.
Sales by product
Canons sales by product group are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
Change |
|
|
2004 |
|
|
|
(Millions of yen, except percentage data) |
|
Business machines: |
|
|
|
|
|
|
|
|
|
|
|
|
Office imaging products |
|
¥ |
1,153,240 |
|
|
|
+ 2.9 |
% |
|
¥ |
1,120,972 |
|
Computer peripherals |
|
|
1,244,906 |
|
|
|
+ 8.3 |
|
|
|
1,149,914 |
|
Business information products |
|
|
104,255 |
|
|
|
-10.9 |
|
|
|
117,067 |
|
|
|
|
|
|
|
|
|
|
|
Total business machines |
|
|
2,502,401 |
|
|
|
+4.8 |
|
|
|
2,387,953 |
|
|
|
|
|
|
|
|
|
|
|
Cameras |
|
|
879,186 |
|
|
|
+ 15.2 |
|
|
|
763,079 |
|
Optical and other products. |
|
|
372,604 |
|
|
|
+17.6 |
|
|
|
316,821 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
3,754,191 |
|
|
|
+8.3 |
% |
|
¥ |
3,467,853 |
|
|
|
|
|
|
|
|
|
|
|
Sales of business machines, constituting 66.7% of consolidated net sales, increased 4.8%, to ¥ 2,502,401 million
in fiscal 2005.
Sales of office imaging products increased 2.9%, to ¥ 1,153,240 million. Demand for network
digital MFDs continues to shift from monochrome machines to color models, as well as towards
higher-end features. The Color imagingRunner(iR) C3170/2570 series, equipped with a new
high-speed image-processing chip, and the iR C3220/2620 series continued to sell well in both Japan
and European markets, as did the new high-speed iR C6870/5870 series models. Among monochrome
network digital MFDs, mid-level models such as the iR4570/3570/2870/2270 series contributed to
expanded sales, along with the iR6570/5570, featuring energy-saving performance and high
productivity, and the iR2020/2016 series, with enhanced networking features. Color office imaging
products accounted for 28% and 24% and monochrome office imaging products accounted for 56% and 62%
of office imaging products sales in fiscal 2005 and 2004, respectively. Sales of facsimiles and
information system business accounted for 16% and 14% of sales of office imaging products in both
fiscal 2005 and 2004, respectively.
Sales of computer peripherals increased 8.3% to ¥ 1,244,906 million. Laser beam printers
enjoyed a year-on-year increase in unit sales, with color models growing more than 30% and
monochrome machines, particularly low-end models, also recording healthy growth. Sales in value
terms also rose despite the effect of the shift in market demand toward lower priced models. Inkjet
printers recorded an increase in unit sales of more than 10%, with the PIXMA iP3000/4000 and, in
markets outside of Japan, the PIXMA MP110/130 maintaining brisk sales. Additionally, newly
introduced models, including the PIXMA iP4200, the PIXMA iP1600 in overseas markets, and high-speed
all-in-one models such as the PIXMA MP500, contributed to a stronger product lineup, which also
fueled sales growth in value terms.
Sales of business information products decreased 10.9%, to ¥ 104,255 million in fiscal 2005,
mainly due to the intentional curtailing of personal computer sales in the domestic market.
30
Sales of cameras continued to achieve significant sales growth of 15.2%, totaling ¥ 879,186
million. The continued strong demand for digital SLR cameras has fueled robust growth, with the
EOS DIGITAL REBEL XT, launched in the first half of 2005, and the EOS 5D, launched in the second
half, recording particularly strong sales along with continued healthy sales of the EOS 20D,
launched in the previous period. This, in turn, has led to expanded sales of interchangeable lenses
for SLR cameras. Sales of compact-model digital cameras also continued to expand steadily, with
healthy demand for the PowerShot SD400 and PowerShot A520, launched in the first half of 2005, as
well as the PowerShot SD550 and PowerShot SD450 models, introduced in the second half. As a
result, unit sales of digital cameras grew by more than 20% compared with the previous year.
Digital cameras accounted for 72% and 69% and conventional film cameras accounted for 17% and 16%
of camera sales in fiscal 2005 and 2004, respectively. In the field of digital video camcorders,
newly introduced Mini DV, DVD, and HDV models, including the Optura 600, the DC20/10, and the XL H1
registered strong performances. Video camcorders accounted for the remaining 11% and 15% of camera
sales in fiscal 2005 and 2004, respectively. Sales of cameras constituted 23.4% of consolidated net
sales in fiscal 2005.
Sales of optical and other products increased 17.6%, to ¥ 372,604 million. In the optical and
other products segment, demand for steppers, used in the production of semiconductors, has
continued to lag since the summer of 2004, resulting in a drop in the number of units sold and,
consequently, a decrease in sales value. Sales of aligners, however, which are used in the
production of LCD panels realized notable growth in terms of both volume and value owing to
increased investments by LCD manufacturers in response to the rapidly expanding LCD television
market. Additionally, the vacuum thin-film deposition and processing equipment produced by the
Companys newly consolidated subsidiaries contributed to expanded sales. Sales of optical and
other products constituted 9.9% of consolidated net sales in fiscal 2005.
Sales by region
A summary of net sales by region in fiscal 2005 and fiscal 2004 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
Change |
|
|
2004 |
|
|
|
(Millions of yen, except percentage data) |
|
Japan |
|
¥ |
856,205 |
|
|
|
+ 0.8 |
% |
|
¥ |
849,734 |
|
Americas |
|
|
1,145,950 |
|
|
|
+ 8.2 |
|
|
|
1,059,425 |
|
Europe |
|
|
1,181,258 |
|
|
|
+ 8.0 |
|
|
|
1,093,295 |
|
Others |
|
|
570,778 |
|
|
|
+ 22.6 |
|
|
|
465,399 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
3,754,191 |
|
|
|
+ 8.3 |
% |
|
¥ |
3,467,853 |
|
|
|
|
|
|
|
|
|
|
|
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 2005 increased in every region.
In Japan, net sales increased by 0.8% in fiscal 2005 from fiscal 2004. The results were mainly
attributable to increased sales of office imaging products, computer peripherals, and digital
cameras. Color network digital MFDs which include the Color imageRUNNER(iR) C3170/2570 series,
equipped with a new high-speed image-processing chip, and the iR C3220/2620 series lineup, have
contributed to increased sales of office imaging products.
In the Americas, net sales increased by 5.7% on a local currency basis, 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
PowerShot-series models and Canons digital SLR. On a yen basis, after accounting for the
appreciation of the yen against the U.S. dollar, net sales in the Americas increased by 8.2%.
In Europe, net sales increased by 6.1% on a local currency basis 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 8.0% in fiscal 2005.
Sales in other areas increased by 22.6% on a yen basis in fiscal 2005, reflecting overall
sales growth, particularly in digital cameras and semiconductor equipment.
Operating profit by product
Operating profit for business machines in fiscal 2005 increased ¥ 20,944 million to ¥ 542,028
million. The gross profit ratio remained at a previous year level, due to cost reduction efforts,
and the sales-to-expense ratio declined, contributing to an increase in operating profit.
Operating
profit for cameras increased ¥ 42,908 million to ¥ 173,706 million. The gross profit
ratio improved, due to an increase in unit sales of digital cameras.
Optical and other products in fiscal 2005 increased ¥ 9,988 million to ¥ 38,820 million. The
gross profit ratio increased compared to the previous year, due to an increase in sales of
aligners.
31
Segment information by product and geographic area
Segment information by product and by geographic area for the years ended December 31, 2006,
2005 and 2004 are shown below.
The following table provides segment information by product:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
Optical |
|
|
|
|
|
|
|
|
|
Business |
|
|
|
|
|
|
and other |
|
|
Corporate and |
|
|
|
|
|
|
machines |
|
|
Cameras |
|
|
products |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
2,387,953 |
|
|
¥ |
763,079 |
|
|
¥ |
316,821 |
|
|
|
|
|
|
¥ |
3,467,853 |
|
Intersegment |
|
|
|
|
|
|
|
|
|
|
138,419 |
|
|
¥ |
(138,419 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,387,953 |
|
|
|
763,079 |
|
|
|
455,240 |
|
|
|
(138,419 |
) |
|
|
3,467,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cost and expenses |
|
|
1,866,869 |
|
|
|
632,281 |
|
|
|
426,408 |
|
|
|
(1,498 |
) |
|
|
2,924,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
521,084 |
|
|
¥ |
130,798 |
|
|
¥ |
28,832 |
|
|
¥ |
(136,921 |
) |
|
¥ |
543,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
1,338,817 |
|
|
¥ |
399,207 |
|
|
¥ |
418,418 |
|
|
¥ |
1,430,579 |
|
|
¥ |
3,587,021 |
|
Depreciation and amortization |
|
|
115,830 |
|
|
|
21,880 |
|
|
|
24,895 |
|
|
|
30,087 |
|
|
|
192,692 |
|
Capital expenditure |
|
|
134,128 |
|
|
|
39,783 |
|
|
|
52,264 |
|
|
|
92,555 |
|
|
|
318,730 |
|
Notes:
(1) |
|
General corporate expenses of ¥ 202,328 million, ¥ 171,522 million and ¥ 136,929 million in
the years ended December 31, 2006, 2005 and 2004, respectively, are included in Corporate and
Eliminations. For the fiscal year ended December 31, 2004, a gain of ¥ 17,141 million is also
included, which relates to the Transfer to the Japanese Government of the Substitutional
Portion of Employee Pension Fund Liabilities. |
(2) |
|
Corporate assets of ¥ 1,860,933 million, ¥ 1,239,255 million and ¥ 1,430,599 million as of
December 31, 2006, 2005 and 2004, respectively, which mainly consist of cash and cash
equivalents, 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. |
32
The following table provides segment information by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of/for the year ended December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Others |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
(Millions of yen) |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaffiliated customers |
|
¥ |
919,153 |
|
|
¥ |
1,057,066 |
|
|
¥ |
1,090,712 |
|
|
¥ |
400,922 |
|
|
|
|
|
|
¥ |
3,467,853 |
|
Intersegment |
|
|
1,882,973 |
|
|
|
8,863 |
|
|
|
4,161 |
|
|
|
591,677 |
|
|
¥ |
(2,487,674 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,802,126 |
|
|
|
1,065,929 |
|
|
|
1,094,873 |
|
|
|
992,599 |
|
|
|
(2,487,674 |
) |
|
|
3,467,853 |
|
Operating cost and expenses |
|
|
2,206,141 |
|
|
|
1,025,628 |
|
|
|
1,071,552 |
|
|
|
965,080 |
|
|
|
(2,344,341 |
) |
|
|
2,924,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
¥ |
595,985 |
|
|
¥ |
40,301 |
|
|
¥ |
23,321 |
|
|
¥ |
27,519 |
|
|
¥ |
(143,333 |
) |
|
¥ |
543,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
¥ |
1,793,679 |
|
|
¥ |
341,616 |
|
|
¥ |
533,865 |
|
|
¥ |
271,566 |
|
|
¥ |
646,295 |
|
|
¥ |
3,587,021 |
|
Notes:
(1) |
|
General corporate expenses of ¥ 202,328 million, ¥ 171,522 million and ¥ 136,929 million in
the years ended December 31, 2006, 2005 and 2004, respectively, are included in Corporate and
Eliminations. For the fiscal year ended December 31, 2004, a gain of ¥ 17,141 million is also
included, which relates to the Transfer to the Japanese Government of the Substitutional
Portion of Employee Pension Fund Liabilities. |
(2) |
|
Corporate assets of ¥ 1,860,933 million, ¥ 1,239,255 million and ¥ 1,430,599 million as of
December 31, 2006, 2005 and 2004, respectively, which mainly consist of cash and cash
equivalents, 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. |
33
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 2006, 2005 and 2004 were 3.7%, 3.0% and 2.8%, respectively. This compares with returns of
11.0%, 10.2% and 9.9% on total operations for the respective years.
Recent developments
Canon has decided to purchase from Toshiba Corporation (Toshiba) all of Toshibas
outstanding shares of SED Inc., a Canon subsidiary. On completion of the purchase, SED Inc. became
a wholly owned subsidiary of Canon, effective January 29, 2007. In accordance with this decision,
which was based on the assumption of prolonged litigation pending against Canon in the United
States with respect to SED technology, Canon will carry out the SED panel business independently in
order to facilitate the earliest possible launch of a commercial SED television business. Canon,
with the necessary cooperation from Toshiba, will make every effort for the smooth launch of its
television business based on the high image quality achieved by SED technology.
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 and made it into a
subsidiary as of December 27, 2006. By making e-System Corporation a subsidiary, Canon Electronics
Inc. aims to make further advances in its groups information-related business and develop it into
a core business.
B. Liquidity and capital resources
Cash and cash equivalents in fiscal 2006 increased ¥150,673 million to ¥1,155,626 million,
compared with ¥1,004,953 million in fiscal 2005 and ¥887,774 million in fiscal 2004. Canons cash
and cash equivalents are typically denominated in Japanese yen, with the remainder denominated in
foreign currencies such as the U.S. dollar.
Net cash provided by operating activities in fiscal 2006 increased by ¥89,563 million from the
previous year to ¥695,241 million, reflecting the substantial growth in sales and increased cash
proceeds from sales, combined with a substantial increase in net income. Cash flow from operating
activities consisted of the following 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, operating expenses, and income taxes.
For fiscal 2006, 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 reduction. Cost reduction reflects
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 payments increased, due to the increase in the number of employees. The employees in the
Asian region increased, due to the expansion of production in the regions. 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 2006 was ¥460,805 million, compared with
¥401,141 million in fiscal 2005 and ¥252,967 million in fiscal 2004, consisting primarily of
capital expenditures. Capital expenditures in fiscal 2006 totaled ¥424,862 million, which was used
mainly to expand production capabilities in Japan and overseas regions and to strengthen the
Companys R&D-related infrastructure. As a result, free cash flow, or cash flow from operating
activities minus cash flow from investing activities, totaled ¥234,436 million for fiscal 2006 as
compared to ¥204,537 million for fiscal 2005.
Net cash used in financing activities totaled ¥107,487 million in fiscal 2006, mainly
resulting from a decrease in loan repayments accompanying the companys strengthened financial
position despite a large increase in the dividend payout. The Company paid dividends in fiscal 2006
of ¥83.33 per share, which was an increase of ¥16.66 per share over the prior year (after adjusting
for the effect of three for two 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 ¥15,362 million at
December 31, 2006 compared to ¥5,059 million at December 31, 2005. Long-term debt (excluding
current portion) amounted to ¥15,789 million at December 31, 2006 compared to ¥27,082 million at
December 31, 2005.
Canons long-term debt generally consists of lease obligations, as well as fixed-rate notes
and convertible debentures which Canon has issued in the domestic market with original maturities
of ten to fifteen years.
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.
34
As
of February 28, 2007, Canons debt ratings are: Moodys: Aa2 (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.
Capital expenditure in fiscal 2006 amounted to ¥379,657 million compared with ¥383,784 million
in fiscal 2005 and ¥318,730 million in fiscal 2004. In fiscal 2005, capital expenditures were
mainly used to expand production capabilities in both domestic and overseas regions, and to bolster
the Companys R&D-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 2007, Canon projects its capital expenditures will be approximately ¥480,000 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 ¥44,981 million
in fiscal 2006, ¥40,059 million in fiscal 2005, ¥31,018 million in fiscal 2004. During fiscal 2007,
Canon expects to make cash contributions of approximately ¥17,369 million to its defined benefit
pension plans.
Working capital in fiscal 2006 increased ¥239,101 million, to ¥1,619,042 million, compared
with ¥1,379,941 million in fiscal 2005 and ¥1,248,987 million in fiscal 2004. This increase was
primarily a result of an increase 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 2006 was 2.39 compared to 2.28 for fiscal 2005 and 2.27 for fiscal 2004.
Return on assets (Net income divided by the average of total assets as of December 31, 2006,
2005 and 2004) recorded 10.6% in fiscal 2006, compared to 10.1% in fiscal 2005 and 10.1% in fiscal
2004. Return on stockholders equity was 16.3% in fiscal 2006 compared with 16.0% in fiscal 2005
and 16.8% in fiscal 2004.
Debt to total assets ratio was 0.7%, 0.8% and 1.1% as of December 31, 2006, 2005 and 2004,
respectively. Canon had short-term loans and long-term debt of ¥31,151 million as of December 31,
2006, ¥32,141 million as of December 31, 2005 and ¥38,530 million as of December 31, 2004.
C. Research and development, patents and licenses
Canon kicked off the year 2006, the first year of Phase III (2006-2010) of the Excellent Global
Corporation Plan, with an objective to realize Sound Growth toward Joining the Worlds Top 100
Companies.
|
|
|
Canon has established the following as key strategies: |
|
|
|
Realize the 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 the 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 superior next-generation products. |
|
|
|
Expand operations through diversification: Canon is studying existing technologies to
expand business opportunities and develop required technologies for new SED businesses to
make SEDs the windows for images and information in living rooms. |
|
|
|
Identify new business domains and accumulate necessary technological capabilities: Canon
has established a Strategic Committee for New Businesses. In
addition, Canon is developing and
strengthening relationships with universities and other research institutes to carry on
fundamental research and develop cutting-edge technologies. Canon has signed a
comprehensive partnership agreement with Tokyo Institute of Technology in 2005 regarding
joint research on advanced materials and imaging technologies. Canon has also tied up with
Kyoto University to develop next-generation medical-image processing technologies. |
Canon has utilized 3D-CAD systems for some time to boost R&D efficiency by curtailing 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 in 2005. As a result, Canon has succeeded in further reducing
the need for prototypes, dramatically lowering costs and shortening development lead times.
Canon has R&D centers worldwide, including the USA. 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.
The Companys R&D activities are conducted in the following four organizations:
|
|
|
Core Technology Development Headquarters, where component engineering and base
technology R&D, such as optics technology and nanotechnology, is conducted |
|
|
|
Leading-Edge Technology Development Headquarters, where most advanced technology
R&D, aiming to create new technological capabilities, is conducted |
|
|
|
Platform Technology Development Headquarters, where platform technology R&D, such
as system Large-Scale Integration (LSI) chips, network technology and visual information
technology, is conducted |
|
|
|
Device Technology Development Headquarters, where key device R&D, such as for
semiconductor devices, is conducted |
Canons consolidated R&D expenditures were ¥308,307 million in fiscal 2006, ¥286,476 million
in fiscal 2005 and ¥275,300 million in fiscal 2004. The ratios of R&D expenditure to consolidated
total net sales for fiscal 2006, 2005, and 2004 were 7.4 %, 7.6% , and 7.9%, respectively.
Canon believes that new products protected by seminal patents will not easily allow competitors to
catch up with it, and provide Canon with advantages 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 3rd-greatest number of private sector patents in 2006. This
achievement marks Canons fifteenth consecutive year as one of the top three patent-receiving
private-sector organizations.
35
D. Trend information
Trend information
The global economy is generally expected to maintain a prolonged economic growth this year,
despite predictions of slightly lower growth rate in major areas of Japan, the U.S., and Europe.
Business competition in general, however, is expected to further intensify and the business
conditions surrounding the Canon Group will likely remain difficult.
Under these circumstances, the Canon Group has positioned 2007, the second year of Phase III
(2006 to 2010) of its Excellent Global Corporation Plan, as a year for fundamental strengthening
to achieve 2010 objectives and will accelerate our growth.
For this year, the 70th anniversary of our founding, key objectives toward that end include,
first of all, introducing even more competitive new products to boost our competitiveness against
other companies with the aim of achieving the overwhelming No.1 position worldwide in all of our
current core businesses. Secondly, we aim to achieve steady cost reductions and further reduce our
cost ratio through continuous measures to improve productivity, such as promoting production
automation by introducing high-speed automation equipment; bringing the in-house production of more
key parts, taking procurement innovation activities to an even higher level; and building an IT
system that centralizes business information for everything from planning and development to
production, sales, procurement, and logistics.
Renewing our awareness that companies mission is to maintain product quality, we will build
or enhance our systems for quality management, safety management and crisis management, including
measures to heighten awareness, to help ensure that our quality fits for an excellent global
corporation.
We will also reform our research and development activities from the new perspective to secure
robust patents, which are a critical lifeline for a manufacturer and the very source of
competitiveness for a high-value-added manufacturing business. Lastly, toward the objective of
becoming a truly excellent global corporation, we will bring to bear the resource of the entire
Canon Group to ensure that our compliance activities are thoroughly implemented, that our internal
controls are strictly enforced, and that our management excels in transparency.
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 mid-segment products for the office market which is enjoying steady growth, Canon expects that
the market for higher-end models and low-end multifunction models will expand as well. 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 MFP market created by other 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 2006, Canon strengthened the product lineups of its
color digital devices in addition to its existing full line of 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 in
line with these trends, Canon launched new lineups of SFP and MFP 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
stylish and compact CanoScan LiDE series and hyper CCD models with ultrahigh-resolution were both
introduced in fiscal 2005 in order to increase Canons share of this market.
The size of the worldwide facsimile market has remained stable, as expansion in Asia, mainly
China, has offset declines in other regions. Due to price declines for inkjet MFPs with facsimile
function, prices are also declining for stand-alone machines.
Business information products
The market for business-use document scanners has further expanded as demand for document
scanners has accelerated due to the evolving office IT environment and the need to comply with
various laws related to the management of information. Under these conditions, in the DR Scanner
series , Canon has introduced the DR-2050C II as a new product for the segment of affordable
machines with the most significantly expanding demand and worked to expand sales of this product
and the DR-1210C introduced in the first half of 2006. As a result, sales steadily increased.
With regard to servers and personal computers, demand from corporate clients in the Japanese
market held steady in fiscal 2006, but a decline in sales was caused by Canons change in marketing
strategy from selling single products to a solutions business involving the proposal of unique
combinations of various products. This trend is expected to continue in fiscal 2007.
36
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 played a major role in the continued expansion of the digital SLR market in fiscal 2006.
This market is expected to continue growing for the time being. However, Canon expects the growth
rate to decline over-time.
The market for film cameras is contracting as a result of the rapid shift to digital cameras.
Canon anticipates this trend to continue, both for film single lens reflex cameras and for film
compact cameras.
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 market, which is expected to continue
growing.
For video camcorders, analog camcorder sales have been further replaced by sales of digital
camcorders even in the United States and Europe, where this transition had been comparatively slow.
Now almost the entire world has made the switch over to digital. Against this background two new
trends have emerged in the market. First, the introduction of video cameras using DVDs, HDDs, SD
cards and other new forms of media has resulted in a trend in which convenience offered by the
products is increasingly emphasized. Second, the trend towards higher picture quality has evolved,
provided by products using high-resolution recording methods such as HDV and AVCHD. Canon believes
that these two trends are stimulating the market by responding to more diverse user needs, 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 20% per year on a unit basis, while market prices will continue to decline, resulting in
almost no growth in monetary terms. In addition to our independently developed SX50 high-resolution
projector released at the end of 2004, Canon has also introduced the SX6, 60 and X600 models late
in the second half of 2006. The high picture quality and resolution offered by these models have
won high praise from system integrators, allowing Canon to capture a large share of the market for
high-resolution projectors. Canon expects to continue to develop distinctive, value-added products
by further improving picture quality, resolution and brightness.
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 as well in Europe. 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 demand in China and other Asian markets thanks to greater progress in digitalization. At the
same time, there have been signs of expanded HDTV applications by the press in Japan and the United
States while Canon already has a major market share worldwide for this class of lens, it intends to
continue to strengthen its position in this market.
Forward looking statements
The foregoing discussion and other disclosure in this report contains forward-looking
statements that reflect managements current views with respect to certain future events and
financial performance. Actual results may differ materially from those projected or implied in the
forward-looking statements. Further, certain forward-looking statements are based upon assumptions
of future events that may not prove to be accurate. The following important factors could cause
actual results to differ materially from those projected or implied in any forward-looking
statements: foreign currency exchange rate fluctuations; the uncertainty of Canons ability to
implement its plans to localize production and other measures to reduce the impact of foreign
currency exchange rate fluctuations; uncertainty as to economic conditions, in Canons major
markets; uncertainty of continued demand for Canons high-value-added products; uncertainty as to
the recovery of computer and related markets; uncertainty of recovery in demand for Canons
semiconductor production equipment; Canons ability to continue to develop products and to market
products that incorporate new technology on a timely basis, are competitively priced and achieve
market acceptance; the possibility of losses resulting from foreign currency transactions designed
to reduce financial risks from changes in foreign currency exchange rates; and inventory risk due
to shifts in market demand.
37
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 to third parties of 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
¥30,051 million at December 31, 2006. The carrying amounts of the liabilities recognized for
Canons obligations as a guarantor under those guarantees are insignificant.
F. Contractual obligations
The following summarizes Canons contractual obligations at December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
¥ |
10,585 |
|
|
|
5,263 |
|
|
|
4,850 |
|
|
|
465 |
|
|
|
7 |
|
Other Long-Term Debt |
|
|
20,467 |
|
|
|
10,000 |
|
|
|
10,432 |
|
|
|
22 |
|
|
|
13 |
|
Operating Lease Obligations |
|
|
60,378 |
|
|
|
16,025 |
|
|
|
22,565 |
|
|
|
10,532 |
|
|
|
11,256 |
|
Purchase commitments for : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Plant and Equipment. |
|
|
107,685 |
|
|
|
107,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Parts and Raw Materials |
|
|
85,403 |
|
|
|
85,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
¥ |
284,518 |
|
|
|
224,376 |
|
|
|
37,847 |
|
|
|
11,019 |
|
|
|
11,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canon provides warranties 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, 2006, accrued product warranty costs amounted to
¥18,144 million.
At December 31, 2006, commitments outstanding for the purchase of property, plant and
equipment approximated ¥107,685 million, and commitments outstanding for the purchase of parts and
raw materials approximated ¥85,403 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.
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.
38
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
Directors and corporate auditors of the Company as of March 31, 2007 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 Finance & Accounting HQ
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* |
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Hajime Tsuruoka |
|
Senior Managing Director |
|
3/1970 |
|
Entered Meiji Seika Kaisha Ltd. |
(July 9, 1943) |
|
|
|
11/1973 |
|
Entered the Company |
|
|
|
|
4/1995 |
|
President of Canon Italia S.p.A. |
|
|
|
|
3/1997 |
|
Director |
|
|
|
|
9/1997 |
|
President of Canon Deutschland GmbH |
|
|
|
|
3/1999 |
|
President of Canon Europa N.V.* |
|
|
|
|
3/2001 |
|
Managing Director |
|
|
|
|
3/2006 |
|
Senior Managing Director* |
|
|
|
|
|
|
|
Akiyoshi Moroe |
|
Managing Director |
|
4/1968 |
|
Entered the Company |
(Sept. 28, 1944) |
|
(Group Executive of General
Affairs HQ, Group Executive of
External Relations 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* |
|
|
|
|
|
|
|
Kunio Watanabe |
|
Managing Director |
|
4/1969 |
|
Entered the Company |
(Oct. 3, 1944) |
|
(Group Executive of Corporate
Strategy & Development HQ,
|
|
4/1995 |
|
Group Executive of Corporate
Strategy & Development
HQ* |
|
|
Deputy Group Executive of
Policy and Economy Research HQ) |
|
3/1999 3/2003 |
|
Director Managing Director* |
|
|
|
|
1/2007 |
|
Deputy Group Executive of Policy and Economy
Research HQ* |
|
|
|
|
|
|
|
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.* |
|
|
|
|
|
|
|
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* |
|
|
|
|
3/2005 |
|
Managing Director * |
|
|
|
|
|
|
|
Tomonori Iwashita |
|
Managing Director |
|
4/1972 |
|
Entered the Company |
(Jan. 28, 1949) |
|
(Chief Executive of Image |
|
4/1999 |
|
Senior General Manager of |
|
|
Communications
Products HQ) |
|
|
|
Camera Development Center |
|
|
Group Executive of Global |
|
1/2001 |
|
Group Executive of Photo |
|
|
Environment Promotion HQ) |
|
|
|
Products Group |
|
|
|
|
3/2003 |
|
Director |
|
|
|
|
4/2003 |
|
Deputy Chief Executive of Image Communication Products HQ |
|
|
|
|
4/2006 |
|
Chief Executive of Image
Communication Products HQ* |
|
|
|
|
3/2007 |
|
Managing Director* |
|
|
|
|
3/2007 |
|
Group Executive of Global Environment Promotion HQ* |
|
|
|
|
|
|
|
Masahiro Osawa |
|
Managing Director |
|
4/1971 |
|
Entered the Company |
(May 26, 1947) |
|
(Group Executive of
Global Procurement HQ) |
|
7/1997
2/2003 |
|
Vice President of Canon
U.S.A., Inc.
Senior Vice President of Canon U.S.A., Inc. |
|
|
|
|
7/2003 |
|
Deputy Group Executive of Finance & Accounting HQ |
|
|
|
|
3/2004 |
|
Director |
|
|
|
|
4/2004 |
|
Group Executive of Global Procurement HQ* |
|
|
|
|
3/2007 |
|
Managing Director* |
|
|
|
|
|
|
|
Shigeyuki Matsumoto |
|
Managing Director |
|
4/1977 |
|
Entered the Company |
(Nov. 15, 1950) |
|
(Group Executive of Device Technology
Development Headquarters) |
|
1/2002 |
|
Group Executive of Device
Technology Development
Headquarters* |
|
|
|
|
3/2004 |
|
Director |
|
|
|
|
3/2007 |
|
Managing Director* |
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Katsuichi Shimizu |
|
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
HQ |
|
|
|
|
3/2003 |
|
Director* |
|
|
|
|
4/2003 |
|
Chief Executive of Inkjet Products HQ* |
|
|
|
|
|
|
|
Ryoichi Bamba |
|
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.* |
|
|
|
|
3/2003 |
|
Director* |
|
|
|
|
|
|
|
Toshio Honma |
|
Director |
|
4/1972 |
|
Entered the Company |
(Mar. 10, 1949) |
|
(Group 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 |
|
Group Executive of L Printer Products HQ* |
|
|
|
|
|
|
|
Keijiro Yamazaki |
|
Director |
|
4/1971 |
|
Entered the Company |
(Oct. 14, 1948) |
|
(Group Executive of Human Resource Management & Organization HQ, |
|
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* |
|
|
|
|
|
|
|
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 Development HQ* |
|
|
|
|
|
|
|
Masaki Nakaoka |
|
Director |
|
4/1975 |
|
Entered the Company |
(Jan. 3, 1950) |
|
(Group 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* |
|
|
|
|
|
|
|
Toshiyuki Komatsu |
|
Director |
|
4/1972 |
|
Entered the Company |
(Jan. 19, 1950) |
|
(Group Executive of
Leading-Edge Technology
Development 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 Development HQ* |
|
|
|
|
7/2005 |
|
Group Executive of Core Technology
Development HQ |
|
|
|
|
|
|
|
Haruhisa Honda |
|
Director |
|
4/1974 |
|
Entered the Company |
(Oct. 14, 1948) |
|
(Chief Executive of
Chemical Products
Operations
Group Executive of
Product
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* |
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
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 |
|
Director |
|
4/1972 |
|
Entered Canon Sales Co., Inc.
|
(Mar. 13, 1950) |
|
(Deputy Group Executive of Finance &
|
|
|
|
(renamed Canon Marketing
Japan Inc.)
|
|
|
Accounting
HQ) |
|
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* |
|
|
|
|
|
|
|
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 |
|
Director |
|
4/1973 |
|
Entered Canon Sales Co., Inc. |
(Apr. 28, 1950) |
|
|
|
|
|
(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) |
|
(Group Executive of Digital Imaging
Business Group) |
|
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* |
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|
Name |
|
Position |
|
Date of |
|
Business experience |
(Date of birth) |
|
(Group executive/function) |
|
commencement |
|
(*current position/function) |
Teruomi Takahashi |
|
Corporate Auditor |
|
9/1971 |
|
Entered the Company |
(June 10, 1943) |
|
|
|
3/1999 |
|
Director |
|
|
|
|
4/1999 |
|
Chief Executive of Chemical Products HQ |
|
|
|
|
2/2001 |
|
Chief Executive of BJ Products HQ |
|
|
|
|
4/2001 |
|
Chief Executive of i Printer Products HQ |
|
|
|
|
4/2003 |
|
Chief Executive of Chemical Products HQ |
|
|
|
|
3/2004 |
|
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, the Company* |
|
|
|
|
|
|
|
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, the Company* |
|
|
|
|
|
|
|
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, the Company* |
|
|
|
|
|
|
|
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 2008. The term of office of corporate auditors is four years. The current term for Mr. Ohe
expires in March 2011, while current terms for Mr. Takahashi and Mr. Nagata, who were elected in
the general meeting of shareholders in March 2004, expire in March 2008, and current terms 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 27,
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.
43
The corporate auditors are not required to be certified public accountants, although
Mr.Shimizu is a certified public accountant. At least half of 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.
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 committees, 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.
B. Compensation
In the fiscal year ended December 31, 2006, the Company paid approximately ¥ 1,628 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 ¥ 241 million to two directors and one auditor during the fiscal year ended December 31, 2006.
The Company does not have a stock option plan for directors, corporate auditors or any other
employees.
C. Board practices
See Item 6A Directors and senior management and Item 6B Compensation.
44
D. Employees
Following table lists the number of Canons full-time employees as of December 31, 2006, 2005
and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Japan |
|
|
Americas |
|
|
Europe |
|
|
Others |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business machines |
|
|
74,772 |
|
|
|
29,928 |
|
|
|
7,833 |
|
|
|
8,997 |
|
|
|
28,014 |
|
Cameras |
|
|
16,534 |
|
|
|
5,008 |
|
|
|
1,400 |
|
|
|
1,402 |
|
|
|
8,724 |
|
Optical and other products |
|
|
11,397 |
|
|
|
6,458 |
|
|
|
908 |
|
|
|
391 |
|
|
|
3,640 |
|
Corporate |
|
|
5,554 |
|
|
|
4,709 |
|
|
|
117 |
|
|
|
108 |
|
|
|
620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
108,257 |
|
|
|
46,103 |
|
|
|
10,258 |
|
|
|
10,898 |
|
|
|
40,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There was an increase of approximately 2,900 employees as of the end of fiscal 2006 as
compared to the end of fiscal 2005. This increase is mainly due to
employment increases in the domestic region for the purpose to expand the staff for R&D purposes.
Canon had approximately 30,400 temporary employees on average during fiscal 2006. This number
includes seasonal workers as well as temp-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.
45
E. Share ownership
The following table lists the number of shares owned by the directors and corporate auditors
of the Company as of March 31, 2007. The total is 338,246
shares constituting 0.03% of all outstanding shares.
|
|
|
|
|
|
|
Name |
|
Position |
|
Number of shares |
|
Fujio Mitarai |
|
Chairman & CEO |
|
|
92,300 |
|
Tsuneji Uchida |
|
President & COO |
|
|
9,600 |
|
Toshizo Tanaka |
|
Executive Vice President |
|
|
17,752 |
|
Nobuyoshi Tanaka |
|
Senior Managing Director |
|
|
19,432 |
|
Junji Ichikawa |
|
Senior Managing Director |
|
|
17,096 |
|
Hajime Tsuruoka |
|
Senior Managing Director |
|
|
12,700 |
|
Akiyoshi Moroe |
|
Managing Director |
|
|
16,932 |
|
Kunio Watanabe |
|
Managing Director |
|
|
13,352 |
|
Yoroku Adachi |
|
Managing Director |
|
|
10,742 |
|
Yasuo Mitsuhashi |
|
Managing Director |
|
|
8,677 |
|
Tomonori Iwashita |
|
Managing Director |
|
|
6,250 |
|
Masahiro Osawa |
|
Managing Director |
|
|
5,342 |
|
Shigeyuki Matsumoto |
|
Managing Director |
|
|
4,152 |
|
Katsuichi Shimizu |
|
Director |
|
|
9,937 |
|
Ryoichi Bamba |
|
Director |
|
|
5,400 |
|
Toshio Honma |
|
Director |
|
|
10,492 |
|
Keijiro Yamazaki |
|
Director |
|
|
5,850 |
|
Shunichi Uzawa |
|
Director |
|
|
6,392 |
|
Masaki Nakaoka |
|
Director |
|
|
3,400 |
|
Toshiyuki Komatsu |
|
Director |
|
|
2,900 |
|
Haruhisa Honda |
|
Director |
|
|
5,789 |
|
Tetsuro Tahara |
|
Director |
|
|
1,652 |
|
Seijiro Sekine |
|
Director |
|
|
4,990 |
|
Shunji Onda |
|
Director |
|
|
4,402 |
|
Kazunori Fukuma |
|
Director |
|
|
1,000 |
|
Hideki Ozawa |
|
Director |
|
|
719 |
|
Masaya Maeda |
|
Director |
|
|
1,000 |
|
Teruomi Takahashi |
|
Corporate Auditor |
|
|
10,846 |
|
Kunihiro Nagata |
|
Corporate Auditor |
|
|
2,150 |
|
Tadashi Ohe |
|
Corporate Auditor |
|
|
24,300 |
|
Yoshinobu Shimizu |
|
Corporate Auditor |
|
|
1,100 |
|
Minoru Shishikura |
|
Corporate Auditor |
|
|
1,600 |
|
|
|
|
|
|
|
|
|
Total |
|
|
338,246 |
|
|
|
|
|
|
|
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.
46
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 percentage ownership as of December 31, 2006:
|
|
|
|
|
|
|
|
|
Name of major shareholder |
|
Shares owned |
|
|
Percentage |
|
|
|
(In thousands) |
|
|
|
|
|
The Dai-Ichi Mutual Life Insurance Co. |
|
|
93,312 |
|
|
|
7.0 |
% |
Japan Trustee Services Bank, Ltd. |
|
|
82,773 |
|
|
|
6.2 |
% |
(Trust Account) |
|
|
|
|
|
|
|
|
The Master Trust Bank of Japan, Ltd. |
|
|
74,645 |
|
|
|
5.6 |
% |
(Trust Account) |
|
|
|
|
|
|
|
|
Moxley & Co. |
|
|
68,908 |
|
|
|
5.2 |
% |
State Street Bank and Trust Company 505103 |
|
|
34,955 |
|
|
|
2.6 |
% |
State Street Bank and Trust Company |
|
|
34,198 |
|
|
|
2.6 |
% |
Mizuho Corporate Bank, Ltd. |
|
|
28,419 |
|
|
|
2.1 |
% |
Nomura Securities Co., Ltd. |
|
|
27,175 |
|
|
|
2.0 |
% |
Sompo Japan Insurance Inc. |
|
|
22,910 |
|
|
|
1.7 |
% |
BNP Paribas
Securities (Japan) Ltd |
|
|
21,105 |
|
|
|
1.6 |
% |
Canons major shareholders do not have different voting rights from other shareholders.
As
of December 31, 2006, 21.4% of the outstanding shares of common
stock was held of record
by 254 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
Since the beginning of Canons last full fiscal year, 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 31, 2007.
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 14 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.
47
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, 2006 and 2005
and for each of the three years in the period ended
December 31, 2006 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, 2004, 2005 and 2006 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, Consolidated Financial Statements and Notes to Consolidated 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 one of the three appeals by Pelikan Hardcopy. Pelikan Hardcopy has applied for further
appeal to the Supreme Court. In November 2005, the Dusseldorf High Court issued a ruling
in Canons favor in another of the three appeals by Pelikan hard copy. The ruling has
become finally binding, and now the procedure for enforcing the ruling is underway. The
remaining one of the appeals has been suspended by the Court since April 2004. |
|
|
|
|
In February 2003, a lawsuit was filed by St. Clair Intellectual Property Consultants,
Inc. (St. Clair) against the Company and one of its subsidiaries in the United States
District Court of Delaware, which accused the Company of infringement of patents related
to certain technology. In connection with this case, in October 2004, a jury
preliminarily found damages against the Company of approximately ¥ 4,000 million based on a
percentage of certain product sales in the United States through 2003. Subsequent to this
jury finding, St. Clair also made a motion to the court for damages relating to certain
2004 sales, using the same royalty rate awarded by the jury. In March 2006, the Company
and St. Clair entered into a settlement agreement, pursuant to which the lawsuit was
withdrawn in July 2006. |
|
|
|
|
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. |
|
|
|
|
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). This lawsuit is
currently under appeal before the German Federal Supreme Court. 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. Canon, other companies and the industry associations have
expressed opposition to such extension of the levy scope and the final conclusion of these
court cases including the amount of levies to be imposed, 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 of
the Intellectual Property High Court. Canon has withdrawn the remaining appeal case in
view of the judicial economy. |
|
|
|
|
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, is not regarded as a Subsidiary under the Patent License Agreement between
the Company and NPI (the Agreement) and that the extension of the license to SED Inc.
constitutes a breach of the Agreement. NPI also alleges that there was fraudulent conduct
by the Company in executing the Agreement, and requests rescission of the Agreement and
compensatory damages. This case is still pending and the final outcome, including any
liability to the Company, is not yet determined, but in November 2006, the Court denied the
Companys Motion for a summary judgment that SED Inc. is 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, and that the Agreement has been terminated due to a
material breach of the Agreement by the Company. The remaining pending issues at the
district court are whether the Company was engaged in fraudulent conduct and whether
compensatory damages should be granted. The Company will appeal to the appellate court
immediately after the current proceeding at the district court has been concluded regardless
of any judgments rendered by the district court. |
48
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 the Canon Group 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.
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.
From now on, as an important part of its capital strategy, the Company will acquire its own
shares, as it deems necessary, to improve capital efficiency and realize a flexible capital
strategy, taking into account future investment and other financial plans. As for shareholder
return, the Company will continue its current dividend policy to gradually raise the payout ratio
to approximately 30% on a consolidated basis.
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 ¥
66.67 in 2005, to ¥ 83.33 for fiscal year 2006.
B. Significant changes
No significant change has occurred since the date of the annual financial statements.
49
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, Inc. (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 |
|
2002 Year |
|
¥ |
3,500 |
|
|
¥ |
2,413 |
|
|
|
1,144.02 |
|
|
|
807.35 |
|
|
¥ |
11,979.85 |
|
|
¥ |
8,303.39 |
|
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 1(st) quarter |
|
|
3,860 |
|
|
|
3,460 |
|
|
|
1,206.93 |
|
|
|
1,128.75 |
|
|
|
11,975.46 |
|
|
|
11,212.63 |
|
2(nd) quarter |
|
|
4,000 |
|
|
|
3,587 |
|
|
|
1,202.46 |
|
|
|
1,104.30 |
|
|
|
11,911.90 |
|
|
|
10,770.58 |
|
3(rd) quarter |
|
|
4,127 |
|
|
|
3,587 |
|
|
|
1,430.80 |
|
|
|
1,174.16 |
|
|
|
13,678.44 |
|
|
|
11,540.93 |
|
4(th) quarter |
|
|
4,780 |
|
|
|
3,960 |
|
|
|
1,673.18 |
|
|
|
1,363.66 |
|
|
|
16,445.56 |
|
|
|
12,996.29 |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSE |
|
|
TOPIX |
|
|
Nikkei Stock Average |
|
|
|
(Canon Inc.) |
|
|
(Reference data) |
|
|
(Reference data) |
|
|
|
(Japanese yen) |
|
|
(Points) |
|
|
(Japanese yen) |
|
Period |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
2006 July |
|
¥ |
5,810 |
|
|
¥ |
5,240 |
|
|
|
1,606.86 |
|
|
|
1,473.59 |
|
|
¥ |
15,710.39 |
|
|
¥ |
14,437.24 |
|
August |
|
|
5,850 |
|
|
|
5,350 |
|
|
|
1,645.43 |
|
|
|
1,540.12 |
|
|
|
16,244.84 |
|
|
|
15,154.06 |
|
September |
|
|
6,160 |
|
|
|
5,700 |
|
|
|
1,655.27 |
|
|
|
1,546.03 |
|
|
|
16,414.94 |
|
|
|
15,513.87 |
|
October |
|
|
6,700 |
|
|
|
6,190 |
|
|
|
1,672.02 |
|
|
|
1,596.24 |
|
|
|
16,901.53 |
|
|
|
16,028.32 |
|
November |
|
|
6,420 |
|
|
|
5,840 |
|
|
|
1,629.29 |
|
|
|
1,526.37 |
|
|
|
16,512.51 |
|
|
|
15,615.56 |
|
December |
|
|
6,780 |
|
|
|
5,960 |
|
|
|
1,685.76 |
|
|
|
1,594.72 |
|
|
|
17,301.69 |
|
|
|
16,185.92 |
|
2007 January |
|
|
6,750 |
|
|
|
6,290 |
|
|
|
1,749.18 |
|
|
|
1,650.82 |
|
|
|
17,617.64 |
|
|
|
16,758.46 |
|
February |
|
|
6,700 |
|
|
|
6,070 |
|
|
|
1,823.89 |
|
|
|
1,712.28 |
|
|
|
18,300.39 |
|
|
|
17,199.66 |
|
March |
|
|
6,600 |
|
|
|
6,020 |
|
|
|
1,755.70 |
|
|
|
1,656.74 |
|
|
|
17,558.04 |
|
|
|
16,532.91 |
|
|
|
|
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. |
50
Trading in foreign markets
The Companys ADRs are listed on the New York Stock Exchange (NYSE) and the Companys Global
Bearer Certificates (GBCs) are listed on the Frankfurt Stock Exchange.
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) since 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 NYSE.
|
|
|
|
|
|
|
|
|
|
|
NYSE |
|
|
|
(Canon Inc.) |
|
|
|
(U.S. dollars) |
|
Period |
|
High |
|
|
Low |
|
2002 Year |
|
$ |
26.933 |
|
|
$ |
20.100 |
|
2003 Year |
|
|
35.333 |
|
|
|
22.487 |
|
2004 Year |
|
|
36.260 |
|
|
|
29.627 |
|
2005 1(st) quarter |
|
|
36.327 |
|
|
|
33.687 |
|
2(nd) quarter |
|
|
37.140 |
|
|
|
34.000 |
|
3(rd) quarter |
|
|
36.700 |
|
|
|
32.640 |
|
4(th) quarter |
|
|
40.280 |
|
|
|
34.380 |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
(Canon Inc.) |
|
|
|
(U.S. dollars) |
|
Period |
|
High |
|
|
Low |
|
2006 July |
|
$ |
50.870 |
|
|
$ |
44.310 |
|
August |
|
|
49.310 |
|
|
|
47.260 |
|
September |
|
|
52.380 |
|
|
|
48.400 |
|
October |
|
|
56.500 |
|
|
|
52.800 |
|
November |
|
|
54.500 |
|
|
|
50.840 |
|
December |
|
|
57.320 |
|
|
|
51.970 |
|
2007 January |
|
|
56.990 |
|
|
|
52.020 |
|
February |
|
|
55.400 |
|
|
|
50.720 |
|
March |
|
56.190 |
|
|
51.770 |
|
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, located at 1 Chase Manhattan
Plaza, New York, N.Y. 10081, U.S.A.
Co-ownership shares in a GBCs are listed on the Frankfurt Stock Exchange.
B. Plan of distribution
Not applicable.
C. Markets
See Item 9A Offer and Listing Details.
51
Item 10. Additional Information
A. Share capital
Not applicable.
B. Memorandum and articles of association
Objects and Purposes in Canon Inc. (the Company)s 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 relative 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 kaisya) 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.
52
General
The Companys authorized share capital is 3,000,000,000 shares, of which 1,333,445,830 shares
were issued and outstanding as of December 31, 2006. 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 its 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 will come into effect within five years of the date of promulgation. 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 effected 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 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 in stead 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);
53
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;
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-consolidate 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
54
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.
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:
|
|
|
to receive annual and interim dividends, |
|
|
|
|
to receive cash or other assets in case of consolidation or split of shares, exchange or
transfer of shares or corporate merger, |
|
|
|
|
to be allotted rights to subscribe for free for new shares when such rights are granted to shareholders, and |
|
|
|
|
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 neighbouring 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:
|
|
|
a reduction of stated capital, |
|
|
|
|
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 inStock SplitsandJapanese
Unit Share Systemabove), |
|
|
|
|
the removal of a Director or Corporate Auditor, |
|
|
|
|
establishment of a 100% parent-subsidiary relationship by way of share exchange or share transfer, |
|
|
|
|
a dissolution, merger or consolidation, |
|
|
|
|
a corporate separation, |
|
|
|
|
the transfer of the whole or an important part of the Companys business, |
|
|
|
|
the taking over of the whole of the business of any other corporation, |
|
|
|
|
any issuance of new shares at a specially favourable price, stock acquisition
rights (shinkabu yoyakuken) with specially
favourable conditions or bonds with stock
acquisition rights (shinkabu yoyakuken-tsuki shasai) with
specially favourable conditions to
persons other than shareholders, |
|
|
|
|
release of part of Directors or Corporate Auditors liabilities to the Company, |
|
|
|
|
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, |
|
|
|
|
purchase of shares by the Company from a specific shareholder other than its subsidiaries, |
|
|
|
|
consolidation of shares, and |
55
|
|
|
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.
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. 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.
56
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.
D. Exchange controls
(a) Information with respect to Japanese exchange regulations affecting the Companys
security holders is as follows:
The Foreign Exchange and Foreign Trade Law of Japan, as amended and effective from
April 1, 1998, 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 Securities 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.
57
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, France, 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
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 dividends declared
on or after July 1, 2004 for portfolio investors who are qualified U.S. residents eligible for
benefits of the Treaty; and (2) 0% (i.e., no withholding) for dividends declared on or after
July 1, 2004 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 will be renewed effective from January 1, 2008 under which the reduction of the standard
treaty withholding rate on dividends (15% to 10%) is promulgated. 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, to Non-Resident Holders
is currently 7% which is applicable for the period from January 1, 2004 to March 31, 2008 (15%
rate(10% for eligible US residents) will apply thereafter), 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 Measurement 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 March 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 by a
non-resident of Japan or a non-Japanese corporation, or from the sale of Japanese corporations
shares 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
investors. 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
purchasing, 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:
|
|
|
|
certain financial institutions; |
|
|
|
|
insurance companies; |
|
|
|
|
dealers and traders in securities or foreign currencies; |
|
|
|
|
persons holding Canon shares or ADSs as part of a hedge, straddle, conversion or other
integrated transaction; |
|
|
|
persons whose functional currency for U.S. federal income tax purposes is not the U.S.
dollar; |
|
|
|
|
partnerships or other entities classified as partnerships for U.S. federal income tax
purposes; |
|
|
|
|
persons liable for the alternative minimum tax; |
|
|
|
|
tax-exempt organizations; |
|
|
|
|
persons holding Canon shares or ADSs that own or are deemed to own 10% or more of any
class of Canon stock; or |
|
|
|
|
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:
|
|
|
|
a citizen or resident of the United States; |
|
|
|
|
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 |
|
|
|
|
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 holds ADSs, it will be treated for U.S. federal income tax
purposes as the holder 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.
58
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 2006, 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. 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 it does not convert the amount of such
dividend into U.S. dollars on the date of receipt.
Japanese 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 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. The
limitation on foreign taxes eligible for credit is calculated separately with respect to specific
classes of income. A U.S. holder should consult its own tax adviser to determine whether it is
subject to any special rules that limit its ability to make effective use of foreign tax credits.
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 2006. 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.
59
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:
450 Fifth Street, N.W., 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 and interest rates, Canon uses derivative financial
instruments.
Equity price risk
Canon holds marketable securities included in current assets as short-term investments, which
consists 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, 2006 and 2005.
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Cost |
|
|
Fair value |
|
|
Cost |
|
|
Fair value |
|
|
|
(Millions of yen) |
|
Due within one year |
|
¥ |
295 |
|
|
¥ |
294 |
|
|
¥ |
71 |
|
|
¥ |
71 |
|
Due after one year through five years |
|
|
5,606 |
|
|
|
7,104 |
|
|
|
1,811 |
|
|
|
3,243 |
|
Due after five years |
|
|
2,891 |
|
|
|
2,947 |
|
|
|
3,352 |
|
|
|
3,376 |
|
Equity securities |
|
|
12,648 |
|
|
|
29,852 |
|
|
|
11,474 |
|
|
|
26,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
21,440 |
|
|
¥ |
40,197 |
|
|
¥ |
16,708 |
|
|
¥ |
33,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
Cost |
|
|
Fair value |
|
|
Cost |
|
|
Fair value |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Due within one year |
|
¥ |
10,151 |
|
|
¥ |
10,151 |
|
|
¥ |
|
|
|
¥ |
|
|
Due after one year through five years |
|
|
10,311 |
|
|
|
10,311 |
|
|
|
20,961 |
|
|
|
20,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
20,462 |
|
|
¥ |
20,462 |
|
|
¥ |
20,961 |
|
|
¥ |
20,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
Foreign currency exchange rate and interest rate risk
Canon operates internationally, exposing it to the risk of changes in foreign currency exchange
rates and interest rates. Derivative financial instruments are comprised principally of foreign
currency exchange contracts and interest rate swaps utilized by the Company and certain of its
subsidiaries to reduce these risks. Canon assesses foreign currency exchange rate risk and
interest rate risk by continually monitoring changes in these 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. dollar and euro 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, 2006. All of the foreign
exchange contracts described in the following table have a contractual maturity date in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of yen |
|
|
|
U.S.$ |
|
|
euro |
|
|
Others |
|
|
Total |
|
Forwards to sell foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract amounts |
|
¥ |
392,402 |
|
|
|
286,148 |
|
|
|
38,586 |
|
|
|
717,136 |
|
Estimated fair value |
|
|
(6,692 |
) |
|
|
(8,671 |
) |
|
|
(392 |
) |
|
|
(15,755 |
) |
Forwards to buy foreign currencies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract amounts |
|
¥ |
34,004 |
|
|
|
3,204 |
|
|
|
13,981 |
|
|
|
51,189 |
|
Estimated fair value |
|
|
(310 |
) |
|
|
(111 |
) |
|
|
(1,051 |
) |
|
|
(1,472 |
) |
Canons exposure to the risk of changes in interest rates relates primarily to its debt
obligations. The variable-rate debt obligations expose Canon to variability in their cash flows
due to change in interest rates. To manage the variability in cash flows caused by interest rate
changes, Canon enters into interest rate swaps when it is determined to be appropriate based on
market conditions. The interest rate swaps change variable-rate debt obligations to fixed-rate
debt obligations by primarily entering into pay-fixed, receive-variable interest rate swaps.
Derivative financial instruments designated as fair value hedges principally relate to
interest rate swaps associated with fixed-rate debt obligations. Changes in fair values of the
hedged debt obligations and derivative instruments designated as fair value hedges of these debt
obligations are recognized in other income (deductions). There is no hedging ineffectiveness or net
gains or losses excluded from the assessment of hedge effectiveness for fiscal 2004 as the critical
terms of the interest rate swaps match the terms of the hedged debt obligations. Canon had no fair
value hedges in 2006 or 2005.
Changes in the fair value of derivative financial instruments designated as cash flow hedges,
including foreign exchange contracts associated with forecasted intercompany sales and interest
rate swaps associated with variable rate debt obligations, 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 twelve months. Canon excludes the time value component from
the assessment of hedge effectiveness.
The amounts of the hedging ineffectiveness are not material for the years ended December 31,
2006, 2005 and 2004. The amounts of net gains or losses excluded from the assessment of hedge
effectiveness which are recorded in other income (deductions) are net losses of ¥5,917 million,
¥3,725 million and ¥2,096 million for the years ended December 31, 2006, 2005 and 2004,
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.
61
For debt obligations, the table below presents principal cash flows by expected maturity dates and
related weighted average interest rates, as of December 31, 2006 and 2005.
Long-term debt (including due within one year)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Expected maturity date |
|
|
|
interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
rates* |
|
|
Total |
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
Thereafter |
|
|
fair value |
|
|
|
(Millions of yen except interest rate data) |
|
Year ended
December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen notes |
|
|
2.61 |
% |
|
¥ |
20,000 |
|
|
|
|
|
|
¥ |
10,000 |
|
|
¥ |
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
20,848 |
|
Japanese yen convertible
debentures |
|
|
1.30 |
|
|
|
649 |
|
|
|
|
|
|
|
|
|
|
|
649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,052 |
|
Other long-term
debt |
|
|
1.40 |
|
|
|
11,425 |
|
|
¥ |
4,992 |
|
|
|
3,318 |
|
|
|
1,702 |
|
|
¥ |
895 |
|
|
¥ |
417 |
|
|
¥ |
101 |
|
|
|
11,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
¥ |
32,074 |
|
|
¥ |
4,992 |
|
|
¥ |
13,318 |
|
|
¥ |
12,351 |
|
|
¥ |
895 |
|
|
¥ |
417 |
|
|
¥ |
101 |
|
|
¥ |
35,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
|
All long-term debt is fixed rate. |
Item 12. Description of Securities Other than Equity Securities
Not applicable.
62
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 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, 2006, 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(f) 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 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.
63
Canons management assessed the effectiveness of internal control over financial reporting as
of December 31, 2006. 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, 2006, 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 our assessment of 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.
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.
64
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, 2006 |
|
|
December 31, 2005 |
|
|
|
(Millions of yen) |
|
Audit fees |
|
¥ |
2,052 |
|
|
¥ |
968 |
|
Audit-related fees |
|
|
69 |
|
|
|
439 |
|
Tax fees |
|
|
53 |
|
|
|
49 |
|
All other fees |
|
|
3 |
|
|
|
92 |
|
|
|
|
|
|
|
|
Total |
|
¥ |
2,177 |
|
|
¥ |
1,548 |
|
|
|
|
|
|
|
|
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,
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 2006 and 2005.
65
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 Incorporations; |
|
|
|
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; and |
|
|
|
the board of corporate auditors is authorized to engage independent counsel and other advisers,
as it deems appropriate. |
|
|
|
the board of corporate auditors is provided for 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.
66
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 Numbers of |
|
|
(d) Maximum Numbers 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 |
|
|
2,115 |
|
|
|
4,714 |
|
|
|
|
|
|
|
|
|
February 1 - February 28 |
|
|
2,760 |
|
|
|
4,775 |
|
|
|
|
|
|
|
|
|
March 1 - March 31 |
|
|
2,910 |
|
|
|
4,930 |
|
|
|
|
|
|
|
|
|
April 1 - April 30 |
|
|
3,597 |
|
|
|
5,517 |
|
|
|
|
|
|
|
|
|
May 1 - May 31 |
|
|
3,276 |
|
|
|
5,664 |
|
|
|
|
|
|
|
|
|
June 1 - June 30 |
|
|
1,638 |
|
|
|
5,181 |
|
|
|
|
|
|
|
|
|
July 1 - July 31 |
|
|
12,770 |
|
|
|
5,540 |
|
|
|
|
|
|
|
|
|
August 1 - August 31 |
|
|
10,602 |
|
|
|
5,521 |
|
|
|
|
|
|
|
|
|
September 1- September 30 |
|
|
15,930 |
|
|
|
5,858 |
|
|
|
|
|
|
|
|
|
October 1 - October 31 |
|
|
14,382 |
|
|
|
6,434 |
|
|
|
|
|
|
|
|
|
November 1 - November 30 |
|
|
8,047 |
|
|
|
6,270 |
|
|
|
|
|
|
|
|
|
December 1 - December 31 |
|
|
5,884 |
|
|
|
6,476 |
|
|
|
|
|
|
|
|
|
Notes:
(1) On May 11, 2006 our board of directors authorized a three-for-two stock split. Canon
shares held by stockholders were split on a three-for-two basis on July 1, 2006. The information
above has been adjusted to reflect the stock split.
(2) A resolution approved at the meeting of our board of directors held on February 15, 2007
authorized us 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.
(3) A resolution approved at the meeting of our board of directors held on March 8, 2007
authorized us 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.
All of the purchases shown above represent the purchase of fractional shares from fractional
share owners, in accordance with the Corporation Law of Japan.
67
PART III
Item 17. Financial Statements
|
|
|
Consolidated financial statement of Canon Inc. and Subsidiaries: |
|
Page number |
|
|
|
Report of
Independent Registered Public Accounting Firm |
|
69 |
|
|
|
Consolidated Balance Sheets as of December 31, 2006 and 2005 |
|
71 |
|
|
|
Consolidated Statements of Income for the years ended December
31, 2006, 2005 and 2004 |
|
72 |
|
|
|
Consolidated Statements of Stockholders Equity for the years
ended December 31, 2006, 2005 and 2004 |
|
73 |
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2006, 2005 and 2004 |
|
74 |
|
|
|
Notes to Consolidated Financial Statements |
|
75 |
|
|
|
Schedule: |
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts for the years ended
December 31, 2006, 2005 and 2004 |
|
120 |
All other schedules are omitted as permitted by the rules and
regulations of the Securities and Exchange Commission as not
applicable.
68
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 (the
Company) as of December 31, 2006 and 2005, and the related consolidated statements of income,
stockholders equity, and cash flows for each of the three years in the period ended December 31,
2006, all expressed in Japanese yen. 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, 2006 and 2005, and
the consolidated results of their operations and their cash flows for each of the three years in
the period ended December 31, 2006, 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Canon Inc. and subsidiaries internal control over
financial reporting as of December 31, 2006, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 16, 2007 expressed an unqualified opinion thereon.
/s/ Ernst & Young ShinNihon
Tokyo, Japan
March 16, 2007
69
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Canon Inc.
We have audited managements assessment, included in the accompanying Managements Report on
Internal Control over Financial Reporting, that Canon Inc. and subsidiaries (the Company)
maintained effective internal control over financial reporting as of December 31, 2006, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Companys management
is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an opinion on the effectiveness of 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, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, 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, managements assessment that Canon Inc. and subsidiaries maintained effective
internal control over financial reporting as of December 31, 2006, is fairly stated, in all
material respects, based on the COSO criteria. Also, in our opinion, Canon Inc. and subsidiaries
maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2006, 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, 2006 and 2005, and the related consolidated statements of income, stockholders
equity, and cash flows for each of the three years in the period ended December 31, 2006, all
expressed in Japanese yen, and our report thereon dated March 16, 2007 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, 2006 and 2005, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended December 31, 2006,
in conformity with U.S. generally accepted accounting principles.
/s/
Ernst & Young ShinNihon
Tokyo,
Japan
March 16, 2007
70
Canon Inc. and Subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
¥ |
1,155,626 |
|
|
¥ |
1,004,953 |
|
Marketable securities (Notes 3 and 10) |
|
|
10,445 |
|
|
|
172 |
|
Trade receivables, net (Note 4) |
|
|
761,947 |
|
|
|
689,427 |
|
Inventories (Note 5) |
|
|
539,057 |
|
|
|
510,195 |
|
Prepaid expenses and other current assets (Notes 1, 7 and 13) |
|
|
315,274 |
|
|
|
253,822 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
2,782,349 |
|
|
|
2,458,569 |
|
Noncurrent receivables (Note 19) |
|
|
14,335 |
|
|
|
14,122 |
|
Investments (Notes 3 and 10) |
|
|
110,418 |
|
|
|
104,486 |
|
Property, plant and equipment, net (Notes 6 and 7) |
|
|
1,266,425 |
|
|
|
1,148,821 |
|
Other assets (Notes 7, 8, 9, 12 and 13) |
|
|
348,388 |
|
|
|
317,555 |
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
4,521,915 |
|
|
¥ |
4,043,553 |
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Short-term loans and current portion of long-term debt (Note 10) |
|
¥ |
15,362 |
|
|
¥ |
5,059 |
|
Trade payables (Note 11) |
|
|
493,058 |
|
|
|
505,126 |
|
Income taxes (Note 13) |
|
|
133,745 |
|
|
|
110,844 |
|
Accrued expenses (Note 19) |
|
|
303,353 |
|
|
|
248,205 |
|
Other current liabilities (Notes 6 and 13) |
|
|
217,789 |
|
|
|
209,394 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
1,163,307 |
|
|
|
1,078,628 |
|
Long-term debt, excluding current installments (Note 10) |
|
|
15,789 |
|
|
|
27,082 |
|
Accrued pension and severance cost (Note 12) |
|
|
83,876 |
|
|
|
80,430 |
|
Other noncurrent liabilities (Note 13) |
|
|
55,536 |
|
|
|
52,395 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,318,508 |
|
|
|
1,238,535 |
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
216,801 |
|
|
|
200,336 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities (Note 19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
|
|
|
|
|
|
Authorized 3,000,000,000 shares;
issued 1,333,445,830 shares in 2006 and 1,333,114,169 shares in 2005 (Note 14) |
|
|
174,603 |
|
|
|
174,438 |
|
Additional paid-in capital (Note 14) |
|
|
403,510 |
|
|
|
403,246 |
|
Legal reserve (Note 15) |
|
|
43,600 |
|
|
|
42,331 |
|
Retained earnings (Note 15) |
|
|
2,368,047 |
|
|
|
2,018,289 |
|
Accumulated other comprehensive income (loss) (Note 16) |
|
|
2,718 |
|
|
|
(28,212 |
) |
Treasury stock, at cost 1,794,390 shares in 2006 and 1,718,523 shares in 2005 |
|
|
(5,872 |
) |
|
|
(5,410 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,986,606 |
|
|
|
2,604,682 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
¥ |
4,521,915 |
|
|
¥ |
4,043,553 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
71
Canon Inc. and Subsidiaries
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Millions of yen) |
|
Net sales |
|
¥ |
4,156,759 |
|
|
¥ |
3,754,191 |
|
|
¥ |
3,467,853 |
|
Cost of sales (Notes 9, 12 and 19) |
|
|
2,096,279 |
|
|
|
1,935,148 |
|
|
|
1,754,510 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
2,060,480 |
|
|
|
1,819,043 |
|
|
|
1,713,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses (Notes
1, 9, 12 and 19) |
|
|
1,045,140 |
|
|
|
949,524 |
|
|
|
894,250 |
|
Research and development expenses |
|
|
308,307 |
|
|
|
286,476 |
|
|
|
275,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,353,447 |
|
|
|
1,236,000 |
|
|
|
1,169,550 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
707,033 |
|
|
|
583,043 |
|
|
|
543,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (deductions): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
27,153 |
|
|
|
14,252 |
|
|
|
7,118 |
|
Interest expense |
|
|
(2,190 |
) |
|
|
(1,741 |
) |
|
|
(2,756 |
) |
Other, net (Notes 1, 3 and 18) |
|
|
(12,853 |
) |
|
|
16,450 |
|
|
|
3,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,110 |
|
|
|
28,961 |
|
|
|
8,323 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interests |
|
|
719,143 |
|
|
|
612,004 |
|
|
|
552,116 |
|
Income taxes (Note 13) |
|
|
248,233 |
|
|
|
212,785 |
|
|
|
194,014 |
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
470,910 |
|
|
|
399,219 |
|
|
|
358,102 |
|
Minority interests |
|
|
15,585 |
|
|
|
15,123 |
|
|
|
14,758 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
|
¥ |
343,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Yen) |
|
|
|
|
|
|
|
Net income per share (Note 17): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
341.95 |
|
|
¥ |
288.63 |
|
|
¥ |
258.53 |
|
Diluted |
|
|
341.84 |
|
|
|
288.36 |
|
|
|
257.85 |
|
Cash dividends per share |
|
|
83.33 |
|
|
|
66.67 |
|
|
|
43.33 |
|
See accompanying notes to consolidated financial statements.
72
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, 2003 |
|
¥ |
168,892 |
|
|
¥ |
396,939 |
|
|
¥ |
39,998 |
|
|
¥ |
1,410,442 |
|
|
¥ |
(143,275 |
) |
|
¥ |
(7,451 |
) |
|
¥ |
1,865,545 |
|
Conversion of convertible debt and other |
|
|
4,972 |
|
|
|
4,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,938 |
|
Stock exchanged under exchange offering |
|
|
|
|
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,691 |
|
|
|
2,805 |
|
Capital transaction by consolidated subsidiaries and
affiliated companies |
|
|
|
|
|
|
(246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(246 |
) |
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52,950 |
) |
|
|
|
|
|
|
|
|
|
|
(52,950 |
) |
Transfer to legal reserve |
|
|
|
|
|
|
|
|
|
|
1,202 |
|
|
|
(1,202 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
343,344 |
|
|
|
|
|
|
|
|
|
|
|
343,344 |
|
Other comprehensive income (loss), net of tax (Note 16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,050 |
|
|
|
|
|
|
|
4,050 |
|
Net unrealized gains and losses on securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
686 |
|
|
|
|
|
|
|
686 |
|
Net gains and losses on derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(396 |
) |
|
|
|
|
|
|
(396 |
) |
Minimum pension liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,623 |
|
|
|
|
|
|
|
37,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
385,307 |
|
Repurchase of treasury stock, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(503 |
) |
|
|
(503 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
consolidated financial statements.
73
Canon Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Millions of yen) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
|
¥ |
343,344 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
262,294 |
|
|
|
225,941 |
|
|
|
192,692 |
|
Loss on disposal of property, plant and equipment |
|
|
16,182 |
|
|
|
13,784 |
|
|
|
24,597 |
|
Deferred income taxes |
|
|
(6,945 |
) |
|
|
(766 |
) |
|
|
9,060 |
|
Increase in trade receivables |
|
|
(40,969 |
) |
|
|
(48,391 |
) |
|
|
(53,595 |
) |
(Increase) decrease in inventories |
|
|
(5,542 |
) |
|
|
27,558 |
|
|
|
(40,050 |
) |
(Decrease) increase in trade payables |
|
|
(2,313 |
) |
|
|
16,018 |
|
|
|
65,873 |
|
Increase in income taxes |
|
|
22,657 |
|
|
|
1,998 |
|
|
|
21,689 |
|
Increase in accrued expenses |
|
|
36,165 |
|
|
|
31,241 |
|
|
|
8,196 |
|
Decrease in accrued pension and severance cost |
|
|
(20,309 |
) |
|
|
(16,221 |
) |
|
|
(16,924 |
) |
Other, net |
|
|
(21,304 |
) |
|
|
(29,580 |
) |
|
|
6,647 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
695,241 |
|
|
|
605,678 |
|
|
|
561,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of fixed assets |
|
|
(424,862 |
) |
|
|
(395,055 |
) |
|
|
(256,714 |
) |
Proceeds from sale of fixed assets |
|
|
12,507 |
|
|
|
14,827 |
|
|
|
7,431 |
|
Purchases of available-for-sale securities |
|
|
(7,768 |
) |
|
|
(5,680 |
) |
|
|
(388 |
) |
Purchases of held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
(21,544 |
) |
Proceeds from sale of available-for-sale securities |
|
|
4,047 |
|
|
|
12,337 |
|
|
|
9,735 |
|
Increase in time deposits |
|
|
(35,863 |
) |
|
|
(6,090 |
) |
|
|
|
|
Acquisitions of subsidiaries, net of cash acquired |
|
|
(2,485 |
) |
|
|
(17,657 |
) |
|
|
|
|
Proceeds from sale of subsidiary common stock |
|
|
|
|
|
|
|
|
|
|
9,731 |
|
Purchases of other investments |
|
|
(8,911 |
) |
|
|
(19,531 |
) |
|
|
(8,628 |
) |
Other, net |
|
|
2,530 |
|
|
|
15,708 |
|
|
|
7,410 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(460,805 |
) |
|
|
(401,141 |
) |
|
|
(252,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
1,053 |
|
|
|
1,716 |
|
|
|
2,115 |
|
Repayments of long-term debt |
|
|
(5,861 |
) |
|
|
(15,187 |
) |
|
|
(43,175 |
) |
Decrease in short-term loans |
|
|
(828 |
) |
|
|
(12,011 |
) |
|
|
(3,046 |
) |
Dividends paid |
|
|
(104,298 |
) |
|
|
(64,310 |
) |
|
|
(52,950 |
) |
Purchases of treasury stock, net |
|
|
(462 |
) |
|
|
(147 |
) |
|
|
(494 |
) |
Other, net |
|
|
2,909 |
|
|
|
(4,000 |
) |
|
|
(4,718 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(107,487 |
) |
|
|
(93,939 |
) |
|
|
(102,268 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
23,724 |
|
|
|
6,581 |
|
|
|
(8,818 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
150,673 |
|
|
|
117,179 |
|
|
|
197,476 |
|
Cash and cash equivalents at beginning of year |
|
|
1,004,953 |
|
|
|
887,774 |
|
|
|
690,298 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
¥ |
1,155,626 |
|
|
¥ |
1,004,953 |
|
|
¥ |
887,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure for cash flow information (Note 21): |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
¥ |
2,146 |
|
|
¥ |
1,919 |
|
|
¥ |
2,981 |
|
Income taxes |
|
|
244,236 |
|
|
|
211,540 |
|
|
|
164,450 |
|
See accompanying notes to consolidated financial statements.
74
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 copying machines and digital multifunction devices. Computer peripherals
consist mainly of laser beam and inkjet printers. Business information products consist
mainly of computer information systems, micrographics and calculators. Cameras consist mainly
of single lens reflex (SLR) cameras, compact cameras, digital cameras and video camcorders.
Optical related products include steppers and aligners used in semiconductor chip production,
projection aligners used in the production of liquid crystal displays (LCDs), broadcasting
lenses and medical equipment. Canons consolidated net sales for the years ended December 31,
2006, 2005 and 2004 were distributed as follows: office imaging products 28%, 31% and 33%,
computer peripherals 34%, 33% and 33%, business information products 3%, 3% and 3%, cameras
25%, 23% and 22%, and optical and other products 10%, 10% and 9%, 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 75%, 74% and 73%
of consolidated net sales for the years ended December 31, 2006, 2005 and 2004 were generated
outside Japan, with 31%, 30% and 30% in the Americas, 31%, 32% and 31% in Europe, and 13%, 12%
and 12% in other areas, respectively. |
|
|
|
Canon sells laser beam printers on an OEM basis to Hewlett-Packard Company; such sales
constituted approximately 22%, 21% and 21% of consolidated net sales for the years ended
December 31, 2006, 2005 and 2004, respectively. |
|
|
|
Canons manufacturing operations are conducted primarily at 23 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. |
75
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(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 and employee retirement and severance benefit plans. Actual results could differ
materially from those estimates. |
|
(e) |
|
Cash Equivalents and Time Deposits |
|
|
|
All highly liquid investments acquired with an original maturity of three months or less are
considered to be cash equivalents. Time deposits with an original maturity of more than three
months are ¥41,953 million and ¥6,090 million at December 31, 2006 and 2005, respectively, and
are included in prepaid expenses and other current assets in the accompanying consolidated
balance sheets. |
|
(f) |
|
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 ¥25,804
million, ¥3,710 million and ¥17,800 million for the years ended December 31, 2006, 2005 and
2004, respectively. |
76
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(g) |
|
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. |
|
|
|
Other securities are stated at cost and reviewed periodically for impairment. |
|
(h) |
|
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. |
|
(i) |
|
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. |
77
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(j) |
|
Investments in Affiliated Companies |
|
|
|
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. |
|
(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 |
|
|
|
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. The depreciation period
ranges from 3 years to 60 years for buildings and 2 years 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. |
|
(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 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. |
78
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(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. |
|
(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, the sales price is fixed or determinable,
and collectibility is probable. |
79
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(r) |
|
Revenue Recognition (continued) |
|
|
|
For arrangements with multiple elements, which may include any combination of equipment,
installation and maintenance, 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 as a single unit of accounting. |
|
|
|
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 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
maintenance contracts on equipment sold to customers and is recognized as services are
provided. |
|
|
|
Canon offers service maintenance contracts for most office imaging products, for which the
customer typically pays a base service fee plus a variable amount based on usage. Revenue
from these service maintenance contracts is recognized as services are provided. |
|
|
|
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 over the lease term. |
|
|
|
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. |
80
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(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 ¥116,809 million, ¥106,250 million
and ¥111,770 million for the years ended December 31, 2006, 2005 and 2004,
respectively. |
|
(u) |
|
Shipping and Handling Costs |
|
|
|
Shipping and handling costs totaled ¥62,626 million, ¥50,052 million and ¥46,953 million for
the years ended December 31, 2006, 2005 and 2004, 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 (time value component) are included in other income
(deductions). |
81
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
|
Basis of Presentation and Significant Accounting Policies (continued) |
|
(v) |
|
Derivative Financial Instruments (continued) |
|
|
|
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. |
|
(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 is required to
be adopted by Canon in the first quarter beginning January 1, 2007. The adoption of EITF 06-2
will not have a material impact on Canons consolidated results of operations and financial
condition. |
|
|
|
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 is required to be adopted by Canon in the first quarter beginning
January 1, 2007. The adoption of FIN 48 will not have a material impact on Canons
consolidated results of operations and financial condition. |
82
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 Statement of Financial Accounting Standards (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. Canon is currently
evaluating the effect that the adoption of SFAS 157 will have on its consolidated results of
operations and financial condition but does not expect SFAS 157 to have a material impact. |
|
|
|
In September 2006, the FASB issued 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 requires plan sponsors of defined benefit pension and other
postretirement benefit plans (collectively, postretirement benefit plans) to recognize the
funded status of their postretirement benefit plans in the consolidated balance sheet, measure
the fair value of plan assets and benefit obligations as of the date of the fiscal year-end
consolidated balance sheet, and provide additional disclosures. On December 31, 2006, Canon
adopted the recognition and disclosure provisions of SFAS 158. The effect of adopting SFAS
158 on Canons financial condition at December 31, 2006 has been included in the accompanying
consolidated financial statements. SFAS 158 did not have an effect on Canons consolidated
financial condition at December 31, 2005. SFAS 158s provisions regarding the change in the
measurement date of postretirement benefit plans will not have a material impact on Canons
consolidated results of operations and financial condition as Canon already uses a measurement
date of December 31 for the majority of its plans. See Note 12 for further discussion of the
effect of adopting SFAS 158 on Canons consolidated financial statements. |
|
|
|
In September 2006, the Securities and Exchange Commission (SEC) staff published Staff
Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides
guidance on the consideration of the effects of prior year misstatements in quantifying
current year misstatements for the purpose of a materiality assessment. SAB 108 requires
quantification of the effects of financial statement errors on each of the balance sheets and
statements of income and the related financial statement disclosures. SAB 108 was adopted by
Canon in the year ended December 31, 2006. The adoption of SAB 108 did not have a material
impact on Canons consolidated results of operations and financial condition. |
83
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 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. Canon is currently evaluating the effect that the adoption of SFAS 159 will
have on its consolidated results of operations and financial condition but does not expect
SFAS 159 to have a material impact. |
|
(y) |
|
Reclassification |
|
|
|
Certain reclassifications have been made to the prior years consolidated financial statements
to conform with the presentation used for the year ended December 31, 2006. |
|
2. |
|
Foreign Operations |
|
|
|
Amounts included in the consolidated financial statements relating to subsidiaries operating in
foreign countries are summarized as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
¥ |
1,995,927 |
|
|
¥ |
1,751,011 |
|
|
¥ |
1,500,197 |
|
Net assets |
|
|
907,845 |
|
|
|
767,711 |
|
|
|
632,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
¥ |
3,119,102 |
|
|
¥ |
2,774,443 |
|
|
¥ |
2,548,700 |
|
Net income |
|
|
114,916 |
|
|
|
81,916 |
|
|
|
70,227 |
|
84
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
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, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. |
|
Marketable Securities and Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
unrealized |
|
|
unrealized |
|
|
|
|
|
|
|
|
|
|
holding |
|
|
holding |
|
|
Fair |
|
|
|
Cost |
|
|
gains |
|
|
losses |
|
|
value |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank debt securities |
|
¥ |
71 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
71 |
|
Equity securities |
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
172 |
|
|
¥ |
|
|
|
¥ |
|
|
|
¥ |
172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government bonds |
|
¥ |
525 |
|
|
¥ |
7 |
|
|
¥ |
|
|
|
¥ |
532 |
|
Corporate debt securities |
|
|
85 |
|
|
|
3 |
|
|
|
|
|
|
|
88 |
|
Fund trusts |
|
|
4,553 |
|
|
|
1,446 |
|
|
|
|
|
|
|
5,999 |
|
Equity securities |
|
|
11,373 |
|
|
|
15,086 |
|
|
|
10 |
|
|
|
26,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,536 |
|
|
|
16,542 |
|
|
|
10 |
|
|
|
33,068 |
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities |
|
|
20,961 |
|
|
|
|
|
|
|
|
|
|
|
20,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
37,497 |
|
|
¥ |
16,542 |
|
|
¥ |
10 |
|
|
¥ |
54,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
3. |
|
Marketable Securities and Investments (continued) |
Maturities of debt securities and fund trusts classified as available-for-sale and held-to-maturity
were as follows at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
Cost |
|
|
Fair value |
|
|
|
(Millions of yen) |
|
Due within one year |
|
¥ |
295 |
|
|
¥ |
294 |
|
Due after one year through
five years |
|
|
5,606 |
|
|
|
7,104 |
|
Due after five years |
|
|
2,891 |
|
|
|
2,947 |
|
|
|
|
|
|
|
|
|
|
¥ |
8,792 |
|
|
¥ |
10,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
Cost |
|
|
Fair value |
|
|
|
(Millions of yen) |
|
Due within one year |
|
¥ |
10,151 |
|
|
¥ |
10,151 |
|
Due after one year through
five years |
|
|
10,311 |
|
|
|
10,311 |
|
|
|
|
|
|
|
|
|
|
¥ |
20,462 |
|
|
¥ |
20,462 |
|
|
|
|
|
|
|
|
The gross realized gains for the year ended December 31, 2006, 2005 and 2004 were ¥674 million,
¥11,049 million and ¥3,867 million, respectively. The gross realized losses for the years ended
December 31, 2006, 2005 and 2004 were not significant.
At December 31, 2006, 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
¥18,462 million and ¥16,714 million at December 31, 2006 and 2005, respectively. Investments with
an aggregate cost of ¥18,429 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 ¥40,143 million
and ¥31,418 million at December 31, 2006 and 2005, 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 ¥4,237 million, ¥1,646 million and ¥1,921 million for the years ended
December 31, 2006, 2005 and 2004, respectively.
87
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
Trade receivables are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Notes |
|
¥ |
24,241 |
|
|
¥ |
27,328 |
|
Accounts |
|
|
751,555 |
|
|
|
673,827 |
|
|
|
|
|
|
|
|
|
|
|
775,796 |
|
|
|
701,155 |
|
Less allowance for doubtful
receivables |
|
|
(13,849 |
) |
|
|
(11,728 |
) |
|
|
|
|
|
|
|
|
|
¥ |
761,947 |
|
|
¥ |
689,427 |
|
|
|
|
|
|
|
|
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Finished goods |
|
¥ |
359,471 |
|
|
¥ |
359,934 |
|
Work in process |
|
|
160,231 |
|
|
|
132,520 |
|
Raw materials |
|
|
19,355 |
|
|
|
17,741 |
|
|
|
|
|
|
|
|
|
|
¥ |
539,057 |
|
|
¥ |
510,195 |
|
|
|
|
|
|
|
|
6. |
|
Property, Plant and Equipment |
Property, plant and equipment are stated at cost less accumulated depreciation and are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Land |
|
¥ |
231,026 |
|
|
¥ |
199,595 |
|
Buildings |
|
|
1,077,585 |
|
|
|
997,351 |
|
Machinery and equipment |
|
|
1,261,176 |
|
|
|
1,164,480 |
|
Construction in progress |
|
|
79,582 |
|
|
|
59,558 |
|
|
|
|
|
|
|
|
|
|
|
2,649,369 |
|
|
|
2,420,984 |
|
Less accumulated depreciation |
|
|
(1,382,944 |
) |
|
|
(1,272,163 |
) |
|
|
|
|
|
|
|
|
|
¥ |
1,266,425 |
|
|
¥ |
1,148,821 |
|
|
|
|
|
|
|
|
Amounts due for purchases of property, plant and equipment were ¥122,081 million and ¥116,716
million at December 31, 2006 and 2005, respectively, and are included in other current liabilities
in the accompanying consolidated balance sheets.
88
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 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 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Total minimum lease payments receivable |
|
¥ |
216,697 |
|
|
¥ |
204,774 |
|
Unguaranteed residual values |
|
|
14,377 |
|
|
|
13,849 |
|
Executory costs |
|
|
(2,923 |
) |
|
|
(2,785 |
) |
Unearned income |
|
|
(24,930 |
) |
|
|
(23,632 |
) |
|
|
|
|
|
|
|
|
|
|
203,221 |
|
|
|
192,206 |
|
Less allowance for doubtful receivables |
|
|
(7,871 |
) |
|
|
(8,372 |
) |
|
|
|
|
|
|
|
|
|
|
195,350 |
|
|
|
183,834 |
|
Less amount due within one year |
|
|
(72,808 |
) |
|
|
(69,211 |
) |
|
|
|
|
|
|
|
|
|
¥ |
122,542 |
|
|
¥ |
114,623 |
|
|
|
|
|
|
|
|
The cost of equipment leased to customers under operating leases included in property, plant and
equipment, net at December 31, 2006 and 2005 was ¥62,357 million and ¥60,839 million, respectively.
Accumulated depreciation on equipment under operating leases at December 31, 2006 and 2005 was
¥46,092 million and ¥45,285 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, 2006.
|
|
|
|
|
|
|
|
|
|
|
Financing |
|
|
Operating |
|
|
|
leases |
|
|
leases |
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
|
|
|
|
2007 |
|
¥ |
86,961 |
|
|
¥ |
5,689 |
|
2008 |
|
|
64,107 |
|
|
|
2,996 |
|
2009 |
|
|
41,212 |
|
|
|
1,699 |
|
2010 |
|
|
18,368 |
|
|
|
770 |
|
2011 |
|
|
5,518 |
|
|
|
70 |
|
Thereafter |
|
|
531 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
¥ |
216,697 |
|
|
¥ |
11,248 |
|
|
|
|
|
|
|
|
89
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Acquisitions
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, the Company recognized goodwill of ¥4,885 million
and intangible assets of ¥16,382 million, which were classified as other assets in the accompanying
consolidated financial statements. Intangible assets consist primarily of developed technology,
and are subject to a weighted average amortization period of approximately 9 years.
In 2004, the Company acquired all of the outstanding common shares of a precision plastic mold
manufacturer, in an exchange offering for 866,880 shares of the Companys common stock. The
aggregate value of the shares exchanged was approximately ¥2,805 million. In connection with this
transaction, the Company recognized goodwill of ¥1,585 million, which was classified as other
assets in the accompanying consolidated financial statements.
Canon has included the results of operations of these transactions prospectively from the
respective dates of transactions. Canon has not presented the 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.
90
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Goodwill and Other Intangible Assets
Intangible assets acquired during the year ended December 31, 2006 totaled ¥46,791 million, which
are subject to amortization, and primarily consist of internal use software of ¥33,996 million and
license fees of ¥5,898 million. The weighted average amortization period for internal use 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, 2006 and 2005 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Accumulated |
|
|
|
amount |
|
|
amortization |
|
|
amount |
|
|
amortization |
|
|
|
|
|
|
|
(Millions of yen) |
|
|
|
|
|
Software |
|
¥ |
140,756 |
|
|
¥ |
76,120 |
|
|
¥ |
121,729 |
|
|
¥ |
70,535 |
|
License fees |
|
|
23,681 |
|
|
|
11,257 |
|
|
|
20,567 |
|
|
|
11,329 |
|
Other |
|
|
24,899 |
|
|
|
4,919 |
|
|
|
23,291 |
|
|
|
4,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
189,336 |
|
|
¥ |
92,296 |
|
|
¥ |
165,587 |
|
|
¥ |
86,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
9. Goodwill and Other Intangible Assets (continued)
Aggregate amortization expense for the years ended December 31, 2006, 2005 and 2004 was ¥26,490
million, ¥20,214 million and ¥18,295 million, respectively. Estimated amortization expense for
intangible assets currently held for the next five years ending December 31 is ¥29,979 million in
2007, ¥23,033 million in 2008, ¥14,374 million in 2009, ¥8,127 million in 2010, and ¥5,355 million
in 2011.
Intangible assets not subject to amortization other than goodwill at December 31, 2006 and 2005
were not significant.
The changes in the carrying amount of goodwill for the years ended December 31, 2006 and 2005 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Balance at beginning of year |
|
¥ |
40,161 |
|
|
¥ |
24,233 |
|
Goodwill acquired during the year |
|
|
2,297 |
|
|
|
15,391 |
|
Recognition of acquired companys tax benefits |
|
|
(1,038 |
) |
|
|
|
|
Translation adjustments and other |
|
|
(619 |
) |
|
|
537 |
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
40,801 |
|
|
¥ |
40,161 |
|
|
|
|
|
|
|
|
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.
92
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, 2006 and 2005 were ¥99 million and
¥67 million, respectively. The weighted average interest rates on short-term loans outstanding at
December 31, 2006 and 2005 were 4.91% and 2.14%, respectively.
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Loans, principally from banks, maturing
in installments through 2018; bearing
weighted average interest of 1.34% and
1.40% at December 31, 2006 and 2005,
respectively, partially secured by
mortgage of property, plant and
equipment |
|
¥ |
149 |
|
|
¥ |
2,641 |
|
2.95% Japanese yen notes, due 2007 |
|
|
10,000 |
|
|
|
10,000 |
|
2.27% Japanese yen notes, due 2008 |
|
|
10,000 |
|
|
|
10,000 |
|
1.30% Japanese yen convertible
debentures, due 2008 |
|
|
318 |
|
|
|
649 |
|
Capital lease obligations |
|
|
10,585 |
|
|
|
8,784 |
|
|
|
|
|
|
|
|
|
|
|
31,052 |
|
|
|
32,074 |
|
Less amount due within one year |
|
|
(15,263 |
) |
|
|
(4,992 |
) |
|
|
|
|
|
|
|
|
|
¥ |
15,789 |
|
|
¥ |
27,082 |
|
|
|
|
|
|
|
|
The aggregate annual maturities of long-term debt outstanding at December 31, 2006 were as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
2007 |
|
¥ |
15,263 |
|
2008 |
|
|
13,450 |
|
2009 |
|
|
1,832 |
|
2010 |
|
|
418 |
|
2011 |
|
|
69 |
|
Thereafter |
|
|
20 |
|
|
|
|
|
|
|
¥ |
31,052 |
|
|
|
|
|
93
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
10. Short-Term Loans and Long-Term Debt (continued)
Canon entered into an agreement whereby certain assets were deposited into an irrevocable trust to
meet the debt service requirements of the: 2.95% Japanese yen notes; and 2.27% Japanese yen notes
in the aggregate amount of ¥20,000 million. The assets contributed by Canon were debt securities
with carrying amounts of ¥20,462 million at December 31, 2006. 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 and investments.
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 319,000
shares of common stock at a conversion price of ¥998.00 per share at December 31, 2006. The
debentures are redeemable at the option of the Company between January 1, 2007 and December 31,
2007 at premiums of 1%, and at par thereafter.
11. Trade Payables
Trade payables are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Notes |
|
¥ |
15,902 |
|
|
¥ |
17,567 |
|
Accounts |
|
|
477,156 |
|
|
|
487,559 |
|
|
|
|
|
|
|
|
|
|
¥ |
493,058 |
|
|
¥ |
505,126 |
|
|
|
|
|
|
|
|
94
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
plans covering substantially all employees after one year of service. Other subsidiaries sponsor
unfunded retirement and severance plans. Benefits payable under the plans are based on employee
earnings and years of service.
The contributory plans in Japan mainly represented the Employees Pension Fund plans (EPFs),
composed of the substitutional portions based on the pay-related part of the old age pension
benefits prescribed by the Welfare Pension Insurance Law and the corporate portions based on
contributory defined benefit pension arrangements established at the discretion of the Company and
its subsidiaries. The substitutional portions of the EPFs represented welfare pension plans
carried on behalf of the Japanese government. These contributory and noncontributory plans were
funded in conformity with the funding requirements of applicable Japanese governmental regulations.
In January 2003, the EITF reached a final consensus on EITF Issue No. 03-2, Accounting for the
Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund
Liabilities (EITF 03-2), which addresses accounting for a transfer to the Japanese government of
a substitutional portion of an EPF. During the year ended December 31, 2003, the Company and
certain of its domestic subsidiaries received approval from the government for an exemption from
the obligation to pay benefits for future employee service related to the substitutional portion.
During the year ended December 31, 2004, the Company and certain of its domestic subsidiaries
received approval to separate the remaining substitutional portion related to past service by their
employees. During the year ended December 31, 2004, the Company and certain of its domestic
subsidiaries also completed the transfer of the substitutional portion of the benefit obligation
and the related government-specified portion of the plan assets which were computed by the
government, and were relieved of all related obligations. Canon accounted for the entire process
at the completion of the transfer to the government of the substitutional portion of the benefit
obligation and the related plan assets as a single settlement transaction in accordance with EITF
03-2. As a result, Canon recognized a settlement loss of ¥69,651 million for the year ended
December 31, 2004, which was determined based on the proportion of the projected benefit obligation
settled to the total projected benefit obligation immediately prior to the separation. Canon also
recognized a subsidy from the government of ¥86,792 million, which was calculated as the difference
between the obligation settled and the assets transferred to the government. The net gain of
¥17,141 million was included in selling, general and administrative expenses for the year ended
December 31, 2004.
Effective January 1, 2007, Canon and certain of its domestic subsidiaries have amended their
defined benefit pension plans, and the projected benefit obligation has decreased by ¥101,620
million. In conjunction therewith, Canon and certain of its domestic
subsidiaries also have implemented a defined contribution pension plan for certain future pension
benefits attributable to employees future services.
95
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
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 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 represents the unrecognized actuarial loss, unrecognized prior service cost, 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 will be 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 will be
recognized as a component of other comprehensive income (loss). Those amounts will be 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 incremental effects of adopting the provisions of SFAS 158 on the accompanying consolidated
balance sheet at December 31, 2006 are presented in the following table. The adoption of SFAS 158
had no effect on the consolidated statement of income for the years ended December 31, 2006, or for
any prior period presented, and it will not effect Canons operating results in future periods.
Had Canon not been required to adopt SFAS 158 at December 31, 2006, it would have recognized an
additional minimum liability pursuant to the provisions of SFAS 87. The effect of recognizing the
additional minimum liability is included in the table below in the column labeled Before
application of SFAS 158.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before |
|
|
|
|
|
After |
|
|
application of |
|
|
|
|
|
application of |
|
|
SFAS 158 |
|
Adjustments |
|
SFAS 158 |
|
|
(Millions of yen) |
Other assets |
|
¥ |
5,230 |
|
|
¥ |
(2,206 |
) |
|
¥ |
3,024 |
|
Accrued expenses |
|
|
|
|
|
|
(90 |
) |
|
|
(90 |
) |
Accrued pension and severance cost |
|
|
(57,031 |
) |
|
|
(26,845 |
) |
|
|
(83,876 |
) |
Deferred income taxes |
|
|
6,408 |
|
|
|
9,516 |
|
|
|
15,924 |
|
Minority interests |
|
|
1,517 |
|
|
|
3,997 |
|
|
|
5,514 |
|
Accumulated other comprehensive
income (loss) |
|
|
10,914 |
|
|
|
15,628 |
|
|
|
26,542 |
|
96
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
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:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Change in benefit obligations: |
|
|
|
|
|
|
|
|
Benefit obligations at beginning of year |
|
¥ |
620,493 |
|
|
¥ |
582,212 |
|
Service cost |
|
|
27,399 |
|
|
|
25,801 |
|
Interest cost |
|
|
17,309 |
|
|
|
16,172 |
|
Plan participants contributions |
|
|
1,412 |
|
|
|
1,161 |
|
Amendments |
|
|
(954 |
) |
|
|
(6,212 |
) |
Actuarial gain |
|
|
23,586 |
|
|
|
3,340 |
|
Benefits paid |
|
|
(13,064 |
) |
|
|
(12,239 |
) |
Acquisition |
|
|
714 |
|
|
|
10,106 |
|
Foreign currency exchange rate changes |
|
|
11,696 |
|
|
|
167 |
|
Other |
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
|
Benefit obligations at end of year |
|
|
688,591 |
|
|
|
620,493 |
|
Change in plan assets: |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning
of year |
|
|
545,518 |
|
|
|
418,798 |
|
Actual return on plan assets |
|
|
18,858 |
|
|
|
93,844 |
|
Employer contributions |
|
|
44,981 |
|
|
|
40,059 |
|
Plan participants contributions |
|
|
1,412 |
|
|
|
1,161 |
|
Benefits paid |
|
|
(13,064 |
) |
|
|
(12,239 |
) |
Acquisition |
|
|
320 |
|
|
|
3,486 |
|
Foreign currency exchange rate changes |
|
|
9,624 |
|
|
|
409 |
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
607,649 |
|
|
|
545,518 |
|
|
|
|
|
|
|
|
Funded status at end of year |
|
¥ |
(80,942 |
) |
|
¥ |
(74,975 |
) |
|
|
|
|
|
|
|
97
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12.
Employee Retirement and Severance Benefits (continued)
Amounts recognized in the consolidated balance sheet at December 31, 2006 consist of:
|
|
|
|
|
|
|
(Millions of yen) |
|
Other assets |
|
¥ |
3,024 |
|
Accrued expenses |
|
|
(90 |
) |
Accrued pension and severance cost |
|
|
(83,876 |
) |
|
|
|
|
|
|
¥ |
(80,942 |
) |
|
|
|
|
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2006 consist
of:
|
|
|
|
|
|
|
(Millions of yen) |
|
Actuarial loss |
|
¥ |
139,305 |
|
Prior service cost |
|
|
(94,935 |
) |
Net transition obligation |
|
|
3,610 |
|
|
|
|
|
|
|
¥ |
47,980 |
|
|
|
|
|
The funded status at December 31, 2005, reconciled to the net amount recognized in the consolidated
balance sheet at that date, is summarized as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Funded status |
|
¥ |
(74,975 |
) |
Unrecognized actuarial loss |
|
|
110,424 |
|
Unrecognized prior service cost |
|
|
(101,552 |
) |
Unrecognized net transition obligation |
|
|
3,955 |
|
|
|
|
|
Net amount recognized |
|
¥ |
(62,148 |
) |
|
|
|
|
Amounts recognized in the consolidated balance sheet at December 31, 2005 consist of:
|
|
|
|
|
|
|
(Millions of yen) |
|
Other assets |
|
¥ |
3,089 |
|
Accrued pension and severance cost |
|
|
(80,430 |
) |
Accumulated
other comprehensive income (loss) |
|
|
15,193 |
|
|
|
|
|
Net amount recognized |
|
¥ |
(62,148 |
) |
|
|
|
|
98
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
The accumulated benefit obligation for all defined benefit plans was as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Accumulated benefit obligation |
|
¥ |
641,199 |
|
|
¥ |
578,627 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Plans with projected benefit
obligations in excess of plan assets: |
|
|
|
|
|
|
|
|
Projected benefit obligations |
|
¥ |
656,722 |
|
|
¥ |
587,162 |
|
Fair value of plan assets |
|
|
572,756 |
|
|
|
510,287 |
|
Plans with accumulated benefit
obligations in excess of plan assets: |
|
|
|
|
|
|
|
|
Accumulated benefit obligations |
|
|
608,812 |
|
|
|
545,375 |
|
Fair value of plan assets |
|
|
568,615 |
|
|
|
506,634 |
|
99
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
Components of net periodic benefit cost
Net periodic benefit cost for Canons employee retirement and severance defined benefit plans for
the years ended December 31, 2006, 2005 and 2004 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Millions of yen) |
Service cost |
|
¥ |
27,399 |
|
|
¥ |
25,801 |
|
|
¥ |
26,571 |
|
Interest cost |
|
|
17,309 |
|
|
|
16,172 |
|
|
|
19,108 |
|
Expected return on plan assets |
|
|
(26,199 |
) |
|
|
(19,651 |
) |
|
|
(17,054 |
) |
Amortization of net transition
obligation |
|
|
345 |
|
|
|
345 |
|
|
|
344 |
|
Amortization of prior service cost |
|
|
(7,549 |
) |
|
|
(8,007 |
) |
|
|
(6,814 |
) |
Recognized actuarial loss |
|
|
3,779 |
|
|
|
10,542 |
|
|
|
12,505 |
|
Settlement loss resulting from
plan termination |
|
|
|
|
|
|
|
|
|
|
2,784 |
|
Settlement loss resulting from
transfer of substitutional
portion of EPFs to the Japanese
government |
|
|
|
|
|
|
|
|
|
|
69,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
15,084 |
|
|
¥ |
25,202 |
|
|
¥ |
107,095 |
|
|
|
|
|
|
|
|
|
|
|
The estimated net transition obligation, prior service cost 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:
|
|
|
|
|
|
|
(Millions of yen) |
|
Net transition obligation |
|
¥ |
345 |
|
Prior service cost |
|
|
(13,491 |
) |
Actuarial loss |
|
|
6,100 |
|
The above prior service cost that will be amortized over the next year includes amortization
amounting to ¥5,834 million of prior service cost resulting from the plan amendment effective
January 1, 2007.
100
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. Employee Retirement and Severance Benefits (continued)
Assumptions
Weighted-average assumptions used to determine benefit obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2006 |
|
2005 |
Discount rate |
|
|
2.8 |
% |
|
|
2.7 |
% |
Assumed rate of increase in future compensation levels |
|
|
3.4 |
% |
|
|
3.3 |
% |
Weighted-average assumptions used to determine net periodic benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
2006 |
|
2005 |
|
2004 |
Discount rate |
|
|
2.7 |
% |
|
|
2.7 |
% |
|
|
2.7 |
% |
Assumed rate of increase in future |
|
|
|
|
|
|
|
|
|
|
|
|
compensation levels |
|
|
3.3 |
% |
|
|
3.0 |
% |
|
|
2.0 |
% |
Expected long-term rate of return on
plan assets |
|
|
4.8 |
% |
|
|
4.6 |
% |
|
|
3.6 |
% |
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, 2006 and 2005 and
target asset allocation by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
Target |
|
|
2006 |
|
2005 |
|
allocation |
Asset category: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
40.5 |
% |
|
|
50.8 |
% |
|
|
37.5 |
% |
Debt securities |
|
|
40.5 |
% |
|
|
34.6 |
% |
|
|
44.5 |
% |
Cash |
|
|
0.4 |
% |
|
|
0.7 |
% |
|
|
0.1 |
% |
Life insurance company
general accounts |
|
|
15.9 |
% |
|
|
13.5 |
% |
|
|
15.7 |
% |
Other |
|
|
2.7 |
% |
|
|
0.4 |
% |
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
101
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 ¥1,797 million and ¥1,311 million at December 31, 2006 and 2005, respectively.
Contributions
Canon expects to contribute ¥17,369 million to its defined benefit plans for the year ending
December 31, 2007.
Estimated future benefit payments
The following benefit payments, which reflect expected future service, as appropriate, are expected
to be paid:
|
|
|
|
|
Year ending December 31: |
|
(Millions of yen) |
|
2007 |
|
¥ |
10,709 |
|
2008 |
|
|
12,514 |
|
2009 |
|
|
13,914 |
|
2010 |
|
|
15,216 |
|
2011 |
|
|
16,800 |
|
2012 2016 |
|
|
109,869 |
|
102
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, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004 |
|
|
|
Japanese |
|
|
Foreign |
|
|
Total |
|
|
|
(Millions of yen) |
|
Income before income
taxes and minority
interests |
|
¥ |
447,864 |
|
|
¥ |
104,252 |
|
|
¥ |
552,116 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
¥ |
162,679 |
|
|
¥ |
22,275 |
|
|
¥ |
184,954 |
|
Deferred |
|
|
(1,065 |
) |
|
|
10,125 |
|
|
|
9,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ |
161,614 |
|
|
¥ |
32,400 |
|
|
¥ |
194,014 |
|
|
|
|
|
|
|
|
|
|
|
103
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, 2006 and 2005, and 42% for the year ended December 31, 2004.
Amendments to the Japanese tax regulations were enacted on March 24, 2003. As a result of these
amendments, the statutory income tax rate was reduced from approximately 42% to 40% effective from
the year beginning January 1, 2005. Consequently, the statutory tax rate utilized for deferred tax
assets and liabilities expected to be settled or realized subsequent to January 1, 2005 is
approximately 40%.
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
2005 |
|
2004 |
Japanese statutory income tax rate |
|
|
40.0 |
% |
|
|
40.0 |
% |
|
|
42.0 |
% |
Increase (reduction) in income taxes
resulting from: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax
purposes |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.4 |
|
Tax benefits not recognized on
operating losses of subsidiaries |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Income of foreign subsidiaries
taxed at lower than Japanese
statutory tax rate |
|
|
(2.1 |
) |
|
|
(1.9 |
) |
|
|
(2.1 |
) |
Tax credit for research and
development expenses |
|
|
(4.1 |
) |
|
|
(3.9 |
) |
|
|
(4.0 |
) |
Other |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
(1.3 |
) |
|
|
|
|
|
|
|
Effective income tax rate |
|
|
34.5 |
% |
|
|
34.8 |
% |
|
|
35.1 |
% |
|
|
|
|
|
|
|
104
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Income Taxes (continued)
Net deferred income tax assets and liabilities are included in the accompanying consolidated
balance sheets under the following captions:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Prepaid expenses and other current assets |
|
¥ |
66,839 |
|
|
¥ |
52,116 |
|
Other assets |
|
|
67,568 |
|
|
|
61,325 |
|
Other current liabilities |
|
|
(4,133 |
) |
|
|
(3,500 |
) |
Other noncurrent liabilities |
|
|
(39,299 |
) |
|
|
(36,329 |
) |
|
|
|
|
|
|
|
|
|
¥ |
90,975 |
|
|
¥ |
73,612 |
|
|
|
|
|
|
|
|
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax
liabilities at December 31, 2006 and 2005 are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Inventories |
|
¥ |
20,077 |
|
|
¥ |
13,459 |
|
Accrued business tax |
|
|
10,654 |
|
|
|
8,599 |
|
Accrued pension and severance cost |
|
|
33,633 |
|
|
|
34,257 |
|
Research and development costs
capitalized for tax purposes |
|
|
31,068 |
|
|
|
23,629 |
|
Property, plant and equipment |
|
|
26,577 |
|
|
|
21,839 |
|
Accrued expenses |
|
|
21,277 |
|
|
|
20,132 |
|
Net operating losses carried forward |
|
|
1,767 |
|
|
|
1,388 |
|
Other |
|
|
28,061 |
|
|
|
24,362 |
|
|
|
|
|
|
|
|
Total gross deferred tax assets |
|
|
173,114 |
|
|
|
147,665 |
|
Less valuation allowance |
|
|
(6,500 |
) |
|
|
(3,345 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
166,614 |
|
|
|
144,320 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Undistributed earnings of foreign
subsidiaries |
|
|
(9,138 |
) |
|
|
(6,806 |
) |
Net unrealized gains on securities |
|
|
(7,521 |
) |
|
|
(6,480 |
) |
Tax deductible reserve |
|
|
(11,955 |
) |
|
|
(14,307 |
) |
Financing lease revenue |
|
|
(35,990 |
) |
|
|
(35,395 |
) |
Other |
|
|
(11,035 |
) |
|
|
(7,720 |
) |
|
|
|
|
|
|
|
Total gross deferred tax liabilities |
|
|
(75,639 |
) |
|
|
(70,708 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
¥ |
90,975 |
|
|
¥ |
73,612 |
|
|
|
|
|
|
|
|
105
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
13. Income Taxes (continued)
The net changes in the total valuation allowance were an increase of ¥3,155 million for the year
ended December 31, 2006, and decreases of ¥150 million and ¥4,906 million for the years ended
December 31, 2005 and 2004, respectively.
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, 2006.
At December 31, 2006, Canon had net operating losses which can be carried forward for income tax
purposes of ¥5,567 million to reduce future taxable income. Periods available to reduce future
taxable income vary in each tax jurisdiction and generally range from one year to ten years as
follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Within one year |
|
¥ |
2,979 |
|
After one year through five years |
|
|
967 |
|
After five years through ten years |
|
|
101 |
|
Indefinite period |
|
|
1,520 |
|
|
|
|
|
Total |
|
¥ |
5,567 |
|
|
|
|
|
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 ¥36,568 million for a portion of undistributed
earnings of foreign subsidiaries that arose for the year ended December 31, 2006 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, 2006, such undistributed earnings
of these subsidiaries were ¥597,969 million.
106
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, 2006, 2005 and 2004, the Company issued 331,661 shares, 1,148,292
shares and 9,957,909 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, 2006, 2005 and 2004 represent dividends paid out during those years and the
related appropriations to the legal reserve. Retained earnings at December 31, 2006 do not reflect
current year-end dividends in the amount of ¥66,583 million which will be payable in March 2007
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 ¥1,494,372 million at December 31, 2006.
Retained earnings at December 31, 2006 included Canons equity in undistributed earnings of
affiliated companies accounted for by the equity method in the amount of ¥13,493 million.
107
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Millions of yen) |
|
Foreign currency translation
adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
¥ |
(25,772 |
) |
|
¥ |
(79,751 |
) |
|
¥ |
(83,801 |
) |
Adjustments for the year |
|
|
48,630 |
|
|
|
53,979 |
|
|
|
4,050 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
22,858 |
|
|
|
(25,772 |
) |
|
|
(79,751 |
) |
Net unrealized gains and losses on
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
6,073 |
|
|
|
7,470 |
|
|
|
6,784 |
|
Adjustments for the year |
|
|
1,992 |
|
|
|
(1,397 |
) |
|
|
686 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
8,065 |
|
|
|
6,073 |
|
|
|
7,470 |
|
Net gains and losses on derivative
instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
(1,174 |
) |
|
|
(693 |
) |
|
|
(297 |
) |
Adjustments for the year |
|
|
(489 |
) |
|
|
(481 |
) |
|
|
(396 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
(1,663 |
) |
|
|
(1,174 |
) |
|
|
(693 |
) |
Minimum pension liability adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
(7,339 |
) |
|
|
(28,338 |
) |
|
|
(65,961 |
) |
Adjustments for the year |
|
|
(3,575 |
) |
|
|
20,999 |
|
|
|
37,623 |
|
Adjustment to initially apply SFAS 158 |
|
|
10,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
|
|
|
|
(7,339 |
) |
|
|
(28,338 |
) |
Pension liability adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to initially apply SFAS 158 |
|
|
(26,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
(26,542 |
) |
|
|
|
|
|
|
|
|
Total accumulated other comprehensive
income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
|
(28,212 |
) |
|
|
(101,312 |
) |
|
|
(143,275 |
) |
Adjustments for the year |
|
|
46,558 |
|
|
|
73,100 |
|
|
|
41,963 |
|
Adjustment to initially apply SFAS 158 |
|
|
(15,628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
2,718 |
|
|
¥ |
(28,212 |
) |
|
¥ |
(101,312 |
) |
|
|
|
|
|
|
|
|
|
|
108
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 |
|
|
Tax (expense) |
|
Net-of-tax |
|
|
|
amount |
|
|
or benefit |
|
amount |
|
|
|
(Millions of yen) |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
109
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
16. Other Comprehensive Income (Loss) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
Before-tax |
|
|
Tax (expense) |
|
|
Net-of-tax |
|
|
|
amount |
|
|
or benefit |
|
|
amount |
|
|
|
(Millions of yen) |
|
2004: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
¥ |
4,400 |
|
|
¥ |
(350 |
) |
|
¥ |
4,050 |
|
Net unrealized gains and losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
5,022 |
|
|
|
(2,202 |
) |
|
|
2,820 |
|
Reclassification adjustments for gains
and losses realized in net income |
|
|
(3,698 |
) |
|
|
1,564 |
|
|
|
(2,134 |
) |
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
1,324 |
|
|
|
(638 |
) |
|
|
686 |
|
Net gains and losses on derivative
instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount arising during the year |
|
|
(1,673 |
) |
|
|
708 |
|
|
|
(965 |
) |
Reclassification adjustments for gains
and losses realized in net income |
|
|
929 |
|
|
|
(360 |
) |
|
|
569 |
|
|
|
|
|
|
|
|
|
|
|
Net change during the year |
|
|
(744 |
) |
|
|
348 |
|
|
|
(396 |
) |
Minimum pension liability adjustments |
|
|
78,179 |
|
|
|
(40,556 |
) |
|
|
37,623 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
¥ |
83,159 |
|
|
¥ |
(41,196 |
) |
|
¥ |
41,963 |
|
|
|
|
|
|
|
|
|
|
|
110
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(Millions of yen) |
|
Net income |
|
¥ |
455,325 |
|
|
¥ |
384,096 |
|
|
¥ |
343,344 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
1.20% Japanese yen
convertible debentures, due 2005 |
|
|
|
|
|
|
5 |
|
|
|
24 |
|
1.30% Japanese yen
convertible debentures, due 2008 |
|
|
8 |
|
|
|
18 |
|
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
Diluted net income |
|
¥ |
455,333 |
|
|
¥ |
384,119 |
|
|
¥ |
343,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Number of shares)
|
Average common shares outstanding |
|
|
1,331,542,074 |
|
|
|
1,330,760,715 |
|
|
|
1,328,047,686 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
1.20% Japanese yen
convertible debentures, due 2005 |
|
|
|
|
|
|
185,755 |
|
|
|
694,235 |
|
1.30% Japanese yen
convertible debentures, due 2008 |
|
|
474,796 |
|
|
|
1,118,931 |
|
|
|
3,187,917 |
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
1,332,016,870 |
|
|
|
1,332,065,401 |
|
|
|
1,331,929,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Yen)
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
¥ |
341.95 |
|
|
¥ |
288.63 |
|
|
¥ |
258.53 |
|
Diluted |
|
|
341.84 |
|
|
|
288.36 |
|
|
|
257.85 |
|
111
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 and interest rates. Derivative financial instruments are comprised principally of foreign
exchange contracts and interest rate swaps utilized by the Company and certain of its subsidiaries
to reduce these risks. Canon assesses foreign currency exchange rate risk and interest rate risk
by continually monitoring changes in these 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. dollar and euro 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.
Interest rate risk management
Canons exposure to the risk of changes in interest rates relates primarily to its debt
obligations. The variable-rate debt obligations expose Canon to variability in their cash flows
due to change in interest rates. To manage the variability in cash flows caused by interest rate
changes, Canon enters into interest rate swaps when it is determined to be appropriate based on
market conditions. The interest rate swaps change variable-rate debt obligations to fixed-rate
debt obligations by primarily entering into pay-fixed, receive-variable interest rate swaps.
Fair value hedge
Derivative financial instruments designated as fair value hedges principally relate to interest
rate swaps associated with fixed rate debt obligations. Changes in fair values of the hedged debt
obligations and derivative financial instruments designated as fair value hedges of these debt
obligations are recognized in other income (deductions). There is no hedging ineffectiveness or
net gains or losses excluded from the assessment of hedge effectiveness for the year ended December
31, 2004 as the critical terms of the interest rate swaps match the terms of the hedged debt
obligations.
112
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
18. Derivatives and Hedging Activities (continued)
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 and interest
rate swaps associated with variable rate debt obligations, 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 twelve months. Canon excludes the time value component
from the assessment of hedge effectiveness.
The amount of the hedging ineffectiveness was not material for the years ended December 31, 2006,
2005 and 2004. 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 ¥5,917 million, ¥3,725 million and ¥2,096 million for the years ended December 31, 2006, 2005
and 2004, 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, 2006 and 2005 are set forth below:
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
To sell foreign currencies |
|
¥ |
717,136 |
|
|
¥ |
645,188 |
|
To buy foreign currencies |
|
|
51,189 |
|
|
|
46,424 |
|
113
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities
Commitments
At December 31, 2006, commitments outstanding for the purchase of property, plant and equipment
approximated ¥107,685 million, and commitments outstanding for the purchase of parts and raw
materials approximated ¥85,403 million.
Canon occupies sales offices and other facilities under lease arrangements accounted for as
operating leases. Deposits made under such arrangements aggregated ¥13,648 million and ¥13,790
million at December 31, 2006 and 2005, respectively, and are included in noncurrent receivables in
the accompanying consolidated balance sheets. Rental expenses under the operating lease
arrangements amounted to ¥36,157 million, ¥38,297 million and ¥41,381 million for the years ended
December 31, 2006, 2005 and 2004, 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, 2006 are as follows:
|
|
|
|
|
|
|
(Millions of yen) |
|
Year ending December 31: |
|
|
|
|
2007 |
|
¥ |
16,025 |
|
2008 |
|
|
12,975 |
|
2009 |
|
|
9,590 |
|
2010 |
|
|
5,962 |
|
2011 |
|
|
4,570 |
|
Thereafter |
|
|
11,256 |
|
|
|
|
|
Total future minimum lease payments |
|
¥ |
60,378 |
|
|
|
|
|
114
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities (continued)
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
¥30,051 million at December 31, 2006. The carrying amounts of the liabilities recognized for
Canons obligations as a guarantor under those guarantees at December 31, 2006 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, 2006 and 2005 are summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Millions of yen) |
|
Balance at beginning of year |
|
¥ |
16,746 |
|
|
¥ |
14,264 |
|
Addition |
|
|
15,213 |
|
|
|
18,510 |
|
Utilization |
|
|
(14,266 |
) |
|
|
(15,580 |
) |
Other |
|
|
451 |
|
|
|
(448 |
) |
|
|
|
|
|
|
|
Balance at end of year |
|
¥ |
18,144 |
|
|
¥ |
16,746 |
|
|
|
|
|
|
|
|
Legal proceedings
In February 2003, a lawsuit was filed by St. Clair Intellectual Property Consultants, Inc. (St.
Clair) against the Company and one of its subsidiaries in the United States District Court of
Delaware, which accused the Company of infringement of patents related to certain technology. In
connection with this case, in October 2004, a jury preliminarily found damages against the Company
of approximately ¥4,000 million based on a percentage of certain product sales in the United States
through 2003. Subsequent to this jury finding, St. Clair also made a motion to the court for
damages relating to certain 2004 sales, using the same royalty rate awarded by the jury. In March
2006, the Company and St. Clair entered into a settlement agreement, pursuant to which the lawsuit
was withdrawn in July 2006.
115
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities (continued)
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.
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). This lawsuit is currently under appeal before the
German Federal Supreme Court. 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. Canon, other companies and the industry associations have expressed opposition
to such extension of the levy scope and the final conclusion of these court cases including the
amount of levies to be imposed, 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, is not regarded as a Subsidiary under
the Patent License Agreement between the Company and NPI (the Agreement) and that the extension
of the license to SED Inc. constitutes a breach of the Agreement. NPI also alleges that there was
fraudulent conduct by the Company in executing the Agreement, and requests rescission of the
Agreement and compensatory damages. This case is still pending and the final outcome, including
any liability to the Company, is not yet determined, but in November 2006, the Court denied the
Companys Motion for a summary judgment that SED Inc. is 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, and that the Agreement has been
terminated due to a material breach of the Agreement by the Company. The remaining pending issues
at the district court are whether the Company was engaged in fraudulent conduct and whether
compensatory damages should be granted. The Company will appeal to the appellate court immediately
after the current proceeding at the district court has been concluded regardless of any judgments
rendered by the district court.
116
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. Commitments and Contingent Liabilities (continued)
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.
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, 2006 and 2005 are set
forth below. The following summary excludes cash and cash equivalents, 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 |
|
|
|
2006 |
|
|
2005 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
|
|
(Millions of yen) |
|
Long-term debt, including
current installments |
|
¥ |
(31,052 |
) |
|
¥ |
(32,795 |
) |
|
¥ |
(32,074 |
) |
|
¥ |
(35,194 |
) |
Foreign exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
307 |
|
|
|
307 |
|
|
|
2,250 |
|
|
|
2,250 |
|
Liabilities |
|
|
(17,534 |
) |
|
|
(17,534 |
) |
|
|
(10,062 |
) |
|
|
(10,062 |
) |
The following methods and assumptions are used to estimate the fair value in the above table.
117
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
20. |
|
Disclosures about the Fair Value of Financial Instruments and Concentrations of Credit Risk
(continued) |
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, 2006 and 2005, one customer accounted for approximately 14% and 12% 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, 2006, 2005 and 2004, aggregate common stock and additional paid-in
capital arising from conversion of convertible debt amounted to ¥331 million, ¥1,147 million and
¥9,938 million, respectively.
118
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
22. Subsequent Event
On February 15, 2007, the Board of Directors of the Company approved a plan to repurchase up to 17
million shares of the Companys common stock at a cost of up to ¥100,000 million for the period
from February 16, 2007 to March 16, 2007. Such repurchases are intended to improve capital
efficiency and ensure flexible capital strategy. Common stock repurchased in the Tokyo Stock
Exchange between February 16, 2007 and March 6, 2007 under the aforementioned plan was 15,423,300
shares at a cost of ¥100,000 million.
On March 8, 2007, the Board of Directors of the Company approved an additional plan to repurchase
up to 17 million shares of the Companys common stock at a cost of up to ¥100,000 million for the
period from March 9, 2007 to April 9, 2007.
23. Event (Unaudited) Subsequent to the Date of the Report of Independent Registered Public
Accounting Firm
Common stock repurchased in the Tokyo Stock Exchange through March 23, 2007 under the plan approved
by the Board of Directors of the Company on March 8, 2007 mentioned in Note 22 was 15,742,200 shares at a
cost of ¥100,000 million.
119
CANON INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Add |
|
|
Deduct |
|
|
Add |
|
|
Balance |
|
|
|
beginning of |
|
|
charge to |
|
|
bad debts |
|
|
translation |
|
|
at end of |
|
|
|
period |
|
|
income |
|
|
written off |
|
|
adjustments |
|
|
period |
|
|
|
(Millions of yen) |
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
11,728 |
|
|
¥ |
3,384 |
|
|
¥ |
2,058 |
|
|
¥ |
795 |
|
|
¥ |
13,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
11,657 |
|
|
¥ |
560 |
|
|
¥ |
1,180 |
|
|
¥ |
691 |
|
|
¥ |
11,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2004: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables |
|
¥ |
14,423 |
|
|
¥ |
449 |
|
|
¥ |
3,515 |
|
|
¥ |
300 |
|
|
¥ |
11,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120
Item 18. Financial Statements
Not applicable.
Item 19. Financial Statements and Exhibits
(a) The following consolidated financial statements and schedule II included in
Item 17. Financial Statements.
Consolidated financial statements of Canon Inc. and Subsidiaries:
Report of Independent Registered Public
Accounting Firm
Consolidated Balance Sheets as of December 31, 2006 and 2005
Consolidated Statements of Income for the years ended December 31, 2006,
2005 and 2004
Consolidated Statements of Stockholders Equity for the years ended
December 31, 2006, 2005 and 2004
Consolidated Statements of Cash Flows for the years ended December 31,
2006, 2005 and 2004
Notes to Consolidated Financial Statements
Schedule:
Schedule II Valuation and Qualifying Accounts for the years ended
December 31, 2006, 2005 and 2004
(b) List of exhibits
Exhibit:
|
|
|
|
|
|
|
1.1
|
|
Articles of Incorporation of Canon Inc. (Translation) |
|
|
|
|
|
|
|
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
|
|
302 Certifications |
|
|
|
|
|
|
|
13
|
|
906 Certification |
121
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.
|
|
|
|
|
|
|
CANON INC.
(Registrant) |
|
|
|
|
|
|
|
By:
|
|
/s/ Toshizo Tanaka |
|
|
|
|
|
|
|
|
|
(Executive Vice President & CFO) |
|
|
|
|
|
|
|
Canon INC.
30-2, Shimomaruko 3-chome,
Ohta-ku, Tokyo 146-8501, Japan |
Date
April 4, 2007
122
EXHIBIT INDEX
|
|
|
Exhibit number |
|
Title |
Exhibit 1.1
|
|
Articles of Incorporation of Canon Inc. (Translation) |
|
|
|
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
|
|
302 Certifications |
|
|
|
Exhibit 13
|
|
906 Certification |
123