UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

     ¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

     þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142015

OR

 

     ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

OR

 

     ¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                    

Commission file number 001-15122

 

 

CANON KABUSHIKI KAISHA

(Exact name of Registrant in Japanese as specified in its charter)

CANON INC.

(Exact name of Registrant in English as specified in its charter)

JAPAN

(Jurisdiction of incorporation or organization)

30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan

(Address (Address of principal executive offices)

Shinichi Aoyama, +81-3-3758-2111, +81-3-5482-9680, 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan

(Name, Telephone, Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class    Name of each exchange on which registered

(1)  Common Stock (the “shares”)

   New York Stock Exchange*

(2)  American Depositary Shares (“ADSs”), each of which represents one share

   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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2014, 1,091,831,8272015, 1,092,072,624 shares of common stock, including 26,472,81223,324,819 ADSs, were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

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  ¨    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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

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  ¨            Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  þ

    

International Financial Reporting Standards as issued

by the International Accounting Standards Board   ¨

  Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

 

 

 


TABLE OF CONTENTS

 

   Page number 

CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION

   1  
  
  
  

FORWARD-LOOKING INFORMATION

   1  
  PART I  

Item 1.

  Identity of Directors, Senior Management and Advisers   2  

Item 2.

  Offer Statistics and Expected Timetable   2  

Item 3.

  Key Information   2  

A.

  Selected financial data   2  

B.

  Capitalization and indebtedness   3  

C.

  Reasons for the offer and use of proceeds   3  

D.

  Risk factors   3  

Item 4.

  Information on the Company   1011  

A.

  History and development of the Company   1011  

B.

  Business overview   11  
  Products   1112  
  Net sales by segment and16
Net sales by geographic area   1516  
  Seasonality   1516  
  Sources of supply   16  
  Marketing and distribution   1617  
  Service   1617  
  Patents and licenses   17  
  Competition   1718  
  Environmental regulations   1920  
  Other regulations   2122  

C.

  Organizational structure   2224  

D.

  Property, plants and equipment   2324  

Item 4A.

  Unresolved Staff Comments   2627  

Item 5.

  Operating and Financial Review and Prospects   2627  

A.

  Operating results   2627  
  Overview   2627  
  Critical accounting policies and estimates   2930  
  Consolidated results of operations   3233

2015 compared with 2014

33  
  

2014 compared with 2013

   32

2013 compared with 2012

3637  
  

Foreign operations and foreign currency transactions

   4041  

B.

  Liquidity and capital resources   4041  

C.

  Research and development, patents and licenses   4244  

D.

  Trend information   4345  

E.

  Off-balance sheet arrangements   4546  

F.

  Contractual obligations   4547  

 

i


   Page number 

Item 6.

  Directors, Senior Management and Employees   4648  

A.

  Directors and senior management   4648  

B.

  Compensation   54  

C.

  Board practices   6360  

D.

  Employees   6361  

E.

  Share ownership   6461  

Item 7.

  Major Shareholders and Related Party Transactions   6562  

A.

  Major shareholders   6562  

B.

  Related party transactions   6562  

C.

  Interests of experts and counsel   6663  

Item 8.

  Financial Information   6663  

A.

  Consolidated financial statements and other financial information   6663  
  Consolidated financial statements   6663  
  Legal proceedings   6663  
  Dividend policy   6663  

B.

  Significant changes   6764  

Item 9.

  The Offer and Listing   6764  

A.

  Offer and listing details   6764  
  Trading in domestic markets   6764  
  Trading in foreign markets   6765  

B.

  Plan of distribution   6865  

C.

  Markets   6865  

D.

  Selling shareholders   6865  

E.

  Dilution   6866  

F.

  Expenses of the issue   6966  

Item 10.

  Additional Information   6966  

A.

  Share capital   6966  

B.

  Memorandum and articles of association   6966  

C.

  Material contracts   7673  

D.

  Exchange controls   7673  

E.

  Taxation   7875  

F.

  Dividends and paying agents   8279  

G.

  Statement by experts   8279  

H.

  Documents on display   8279  

I.

  Subsidiary information   8279  

Item 11.

  Quantitative and Qualitative Disclosures about Market Risk   8279  
  Market risk exposures   8279  
  Equity price risk   8279  
  Foreign currency exchange rate and interest rate risk   8380  

Item 12.

  Description of Securities Other than Equity Securities   8481  

A.

  Debt securities   8481  

B.

  Warrants and rights   8481  

C.

  Other securities   8481  

D.

  American Depositary Shares   8481  

 

ii


   Page number 
  PART II  

Item 13.

  Defaults, Dividend Arrearages and Delinquencies   8582  

Item 14.

  Material Modifications to the Rights of Security Holders and Use of Proceeds   8582  

Item 15.

  Controls and Procedures   8582  

Item 16A.

  Audit Committee Financial Expert   8683  

Item 16B.

  Code of Ethics   8683  

Item 16C.

  Principal Accountant Fees and Services   8683  

Item 16D.

  Exemptions from the Listing Standards for Audit Committees   8784  

Item 16E.

  Purchases of Equity Securities by the Issuer and Affiliated Purchasers   8885  

Item 16F.

  Change in Registrant’s Certifying Accountant   8986  

Item 16G.

  Corporate Governance86
PART III

Item 17.

Financial Statements   89  
PART III

Item 17.18.

  Financial Statements   92
Item 18.Financial Statements9289  
  Reports of Independent Registered Public Accounting Firm   9390  
  Consolidated Balance Sheets   9592  
  Consolidated Statements of Income   9693  
  Consolidated Statements of Comprehensive Income   9794  
  Consolidated Statements of Equity   9895  
  Consolidated Statements of Cash Flows   10097  
  Notes to Consolidated Financial Statements   10198  
  Schedule II—Valuation and Qualifying Accounts   143141  

Item 19.

  Exhibits   144142  

SIGNATURES

   145143  

EXHIBIT INDEX

   146144  

 

iii


CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION

All information contained in this Annual Report is as of December 31, 20142015 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 13, 2015,11, 2016, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥121.17=¥113.66 = U.S.$1.

The Company’s fiscal year end is December 31. In this Annual Report “2014”“2015” refers to the Company’s fiscal year ended December 31, 2014,2015, 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“project,” “should” and similar expressions, as they relate to Canon or its management, are intended to identify forward-looking statements. Such statements, which include, but are not limited to, statements contained in “Item 3. Key Information-Risk Factors”,Factors,” “Item 4. Information on the Company, “,“Item” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”, reflect the current views and assumptions of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of Canon to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products by other companies, lack of acceptance of new products or services by Canon’s 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.

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 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.

 

Selected financial data *1:

  2014   2013   2012   2011   2010   2015   2014   2013   2012   2011 
  (Millions of yen, except average number of shares and per share data)   (Millions of yen, except average number of shares and per share data) 

Net sales

  ¥3,727,252   ¥3,731,380   ¥3,479,788   ¥3,557,433   ¥3,706,901    ¥3,800,271    ¥3,727,252    ¥3,731,380    ¥3,479,788    ¥3,557,433  

Operating profit

   363,489    337,277    323,856    378,071    387,552     355,210     363,489     337,277     323,856     378,071  

Net income attributable to Canon Inc.

   254,797    230,483    224,564    248,630    246,603     220,209     254,797     230,483     224,564     248,630  

Advertising expenses

   79,765    86,398    83,134    81,232    94,794     80,907     79,765     86,398     83,134     81,232  

Research and development expenses

   308,979    306,324    296,464    307,800    315,817     328,500     308,979     306,324     296,464     307,800  

Depreciation of property, plant and equipment

   213,739    223,158    211,973    210,179    232,327     223,759     213,739     223,158     211,973     210,179  

Increase in property, plant and equipment

   182,343    188,826    270,457    226,869    158,976     195,120     182,343     188,826     270,457     226,869  

Long-term debt, excluding current installments

   1,148    1,448    2,117    3,368    4,131     881     1,148     1,448     2,117     3,368  

Common stock

   174,762    174,762    174,762    174,762    174,762     174,762     174,762     174,762     174,762     174,762  

Canon Inc. stockholders’ equity

   2,978,184    2,910,262    2,598,026    2,551,132    2,645,782  

Canon Inc. shareholders’ equity

   2,966,415     2,978,184     2,910,262     2,598,026     2,551,132  

Total assets

   4,460,618    4,242,710    3,955,503    3,930,727    3,983,820     4,427,773     4,460,618     4,242,710     3,955,503     3,930,727  

Average number of common shares in thousands

   1,112,510    1,147,934    1,173,648    1,215,832    1,234,817     1,092,018     1,112,510     1,147,934     1,173,648     1,215,832  

Per share data:

                    

Net income attributable to Canon Inc. stockholders per share:

          

Net income attributable to Canon Inc. shareholders per share:

          

Basic

  ¥229.03   ¥200.78   ¥191.34   ¥204.49   ¥199.71    ¥201,65    ¥229.03    ¥200.78    ¥191.34    ¥204.49  

Diluted

   229.03    200.78    191.34    204.48    199.70     201,65     229.03     200.78     191.34     204.48  

Cash dividends declared

   150.00    130.00    130.00    120.00    120.00     150.00     150.00     130.00     130.00     120.00  

Cash dividends declared (U.S.$) *2

  $1.326   $1.309   $1.498   $1.503   $1.447    $1.290    $1.326    $1.309    $1.498    $1.503  

Notes:

 

 1.The above financial data is prepared in accordance with U.S. generally accepted accounting principles.
 2.Annual cash dividends declared (U.S.$) are translated from yen based on a weighted average of the noon buying rates for yen in New York City as reported by the Federal Reserve Bank of New York in effect on the date of each semiannual dividend payment or on the latest practicable date.

The following table provides the noon buying rates for Japanese yen in New York City as reported by the Federal Reserve Bank of New York expressed in Japanese yen per U.S.$1 during the periods indicated and the high and low noon buying rates for Japanese yen per U.S.$1 during the months indicated. On March 13, 2015,11, 2016, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥121.17¥113.66 = U.S.$1.

 

Yen exchange rates per U.S. dollar:

  Average   Term end   High   Low   Average   Term end   High   Low 

2010

   87.16    81.67    94.68    80.48 

2011

   79.43     76.98     85.26     75.72    79.43     76.98     85.26     75.72  

2012

   80.10     86.64     86.64     76.11    80.10     86.64     86.64     76.11  

2013

   98.00     105.25     105.25     86.92    98.00     105.25     105.25     86.92  

2014 - Year

   106.63     119.85     121.38     101.11 

2014

   106.63     119.85     121.38     101.11  

2015 - Year

   121.02     120.27     125.58     116.78  

- 1(st) half

     101.28     104.87     101.11      122.10     125.58     116.78  

- July

     102.75     102.90     101.26      123.94     124.38     120.54  

- August

     104.00     104.12     101.91      121.26     124.90     118.56  

- September

     109.66     109.66     104.88      119.81     120.94     119.05  

- October

     112.09     112.09     105.98      120.70     121.20     118.26  

- November

     118.70     118.70     113.44      123.22     123.51     120.70  

- December

     119.85     121.38     117.28      120.27     123.52     120.27  

2015 - January

     117.44     120.20     116.78 

2016 - January

     121.05     121.05     116.38  

- February

     119.72     120.38     117.33      112.90     121.06     111.36  

 

Note:The average exchange rates for the periods are the average of the exchange rates on the last day of each month during the period.

B. Capitalization and indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

D. Risk factors

Canon is one of the world’s leading manufacturers of office multifunction devices (“MFDs”), plain paper copying machines, laser printers, inkjet printers, cameras and lithography equipment.

Primarily because of the nature of the business and geographic areas in which Canon operates and the highly competitive nature of the industries to which it belongs, Canon is subject to a variety of risks and uncertainties, including, but not limited to, the following:

Risks Related to Economic Environment

Economic trends in Canon’s major markets may adversely affect its operating results.

Canon’s business activities are deployed globally in Japan, the United States, Europe, Asia, and in other regions. Declines in consumption and restrained investment due to economic downturn in these major markets may affect Canon’s operating results. The operating results for products such as office and industrial equipment are affected by the financial results of its corporate customers, and deterioration of their financial results has caused and may continue to cause customers to limit capital investments. Demand for Canon’s consumer products, such as cameras and inkjet printers, is discretionary. Rapid price declines owing to intensifying competition and declines in levels of consumer spending and corporate investment could adversely affect Canon’s operating results and financial position.

Canon’s operating and financing activities expose it to foreign currency exchange and interest rate risks that may adversely affect its revenues and profitability.

Canon derives a significant portion of its revenue from its international operations. As a result, Canon’s operating results and financial position have been and may continue to be significantly affected by changes in the value of the yen versus foreign currencies. Sales of Canon’s products denominated in foreign currencies have been and may continue to be adversely affected by the strength of the yen against foreign currencies. Conversely, a strengthening of foreign currencies against the yen will generally be favorable to Canon’s foreign currency sales. Canon’s consolidated financial statements are presented in yen. As such, the yen value of Canon’s assets and liabilities arising from foreign currency transactions have fluctuated and may continue to fluctuate. Unpredictable fluctuations may have certain effects on Canon’s consolidated financial statements. Although Canon strives to mitigate the effects of foreign currency fluctuations arising from its international business activities, Canon’s consolidated financial statements have been and may continue to be affected by currency translations from the financial statements of Canon’s foreign subsidiaries and affiliates, which are denominated in various foreign currencies. Canon is also exposed to the risk of interest rate fluctuations, which may affect the value of Canon’s financial assets and liabilities.

Canon may be adversely affected by fluctuations in the stock and bond markets.

Canon’s assets include investments in publicly traded securities. As a result, Canon’s operating results and general financial position may be affected by price fluctuations in the stock and bond markets. Volatility in financial markets and overall economic uncertainty create the risk that the actual amounts realized in the future on Canon’s investments could differ significantly from the fair values currently assigned to them. In addition, if valuations of investment assets decrease because of conditions in stock or bond markets, for example, additional funding and accruals with respect to Canon’s pension and other obligations may be required, and such funding and accruals may adversely affect Canon’s operating results and consolidated financial condition.

High prices of raw materials could negatively impact Canon’s profitability.

Increases in prices for raw materials that Canon uses in manufacturing such as steel, non-ferrous metals and petrochemical products may lead to higher production costs and Canon may not be able to pass these increased production costs onto the sales prices of its products. Such increases in prices for raw materials could adversely affect Canon’s operating results.

Risks Related to Canon’s Industries and Business Operations

A substantial portion of Canon’s business activity is conducted outside Japan, exposing Canon to the risks of international operations.

A substantial portion of Canon’s business activity is conducted outside Japan. There are a number of risks inherent in doing business in international markets, including the following:

 

unfavorable political, diplomatic or economic conditions;

sharp fluctuations in foreign currency exchange rates;

unexpected political, legal or regulatory changes;

inadequate systems of intellectual property protection;

difficulties in recruiting and retaining qualified personnel; and

less developed production infrastructure.

Any inability to manage the risks inherent in Canon’s international activities could adversely affect its business and operating results.

Canon has invested and will continue to invest actively in next-generation technologies. If the markets for these technologies do not develop as Canon expects, or if its competitors produce these or competing technologies in a more timely or effective manner, Canon’s operating results may be materially adversely affected.

Canon has made and will continue to make investments in next-generation technology research and development initiatives. Canon’s 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. For several years, Canon has continued its investments in development and manufacturing in order to keep pace with technological evolution. If Canon’s business strategies diverge from market demands, Canon may not recover some or all of its investments, or may lose business opportunities, or both, which may have a material adverse effect on Canon’s operating results.

In addition, Canon has sought to develop production technology and equipment to accelerate the automation of its manufacturing processes and in-house production of key devices. If Canon cannot effectively implement these techniques, it may fail to realize cost advantages or product differentiation, which may adversely affect Canon’s operating results. While differentiation in technology and product development is an important part of Canon’s strategy, Canon must also accurately assess the demand for and commercial acceptance of new technologies and products that it develops. If Canon pursues technologies or develops products that are not well received by the market, its operating results could be adversely affected.

Entering new business areas through the development of next-generation technologies is a focal point of Canon’s corporate strategy. To the extent that Canon enters into such new business areas, Canon may not be able to establish a successful business model or may face severe competition with new competitors. If such events occur, Canon’s 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 business areas in which Canon competes are characterized by rapid technological advances in hardware performance, software functionality and product features; frequent introduction of new products; short product life cycles; and continued qualitative improvements to current products at stable price levels. Canon has sought to invest substantial resources into introducing appealing, innovative and cost-competitive new products. There are several risks inherent in introduction of new products and services, such as delays in development or manufacturing, unsuitable product quality during the introductory period, variations in manufacturing costs, negative impact on sales of current products, uncertainty in predicting customer demand and difficulty in effectively managing inventory levels. Moreover, if Canon is unable to respond quickly to technological innovations with respect to information systems and networks, Canon’s revenue may be significantly affected as a result of delays associated with the incorporation into its products of such new information technologies.

Canon’s revenues and gross margins also may suffer adverse effects because of the timing of product or service introductions by its competitors. This risk is exacerbated when a competitor introduces a new product immediately prior to Canon’s introduction of a similar product. If any of these risks materialize, future demand for Canon’s products and services could be reduced, and its operating results could decline.

Changes in the print environment may affect Canon’s business.

In the business machines market for such products as MFDs, copying machines and printers, customers are increasingly looking for ways to cut costs while protecting the environment. From this perspective, Managed Print Services (“MPS”), which aim to optimize printing efficiencies in the office, have become popular in recent years. This trend could lead to a decrease in business machine print volumes.

In addition, the popularity of tablet PCs could also lead to a decrease in customer print opportunities. If Canon is unable to supply products and services that respond to these types of market trends, its operating results may be adversely affected.

Canon’s digital camera business operates in a highly competitive environment.

The smartphone market has been growing dramatically on a global scale in recent years. Smartphones allow users not only to take photos, but also share them instantly on SNSs and it changed people’s photo taking behavior. If Canon’s digital cameras cannot clearly state their advantages over smartphones’ cameras, Canon could suffer from an erosion of the digital camera market, with a resulting adverse effect on operating results.

Because the semiconductor lithography equipment and flat-panel-display (“FPD”) industry is highly cyclical, Canon may be adversely affected by any downturn in demand for semiconductor devices and FPD panels.

The semiconductor lithography equipment and FPD lithography equipment industry is characterized by fluctuating business cycles, the timing, length and volatility of which are difficult to predict. Recurring periods of oversupply of semiconductor devices and FPD panels have at times led to significantly reduced demand for capital equipment, including the semiconductor lithography equipment and FPD lithography equipment that Canon produces. Despite this cyclicality, Canon must maintain significant levels of research and development expenditures to remain competitive. A future cyclical downturn in the lithography equipment industry and related fluctuations in the demand for capital equipment could cause cash flow from sales to fall below the level necessary to offset Canon’s expenditures, including those arising from research and development, and could consequently have a material adverse effect on Canon’s operating results and financial condition.

Canon’s business is subject to changes in the sales environment.

A substantial portion of Canon’s market share is concentrated in a relatively small number of large distributors, particularly in Europe and the United States. Canon’s product sales to these distributors constitute a significant percentage of its overall sales. As a result, any disruptions in its relationships with these large distributors in specific sales territories could adversely affect Canon’s ability to meet its sales targets. Any increase in the concentration of sales to these large distributors could result in a reduction of Canon’s 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 Canon’s sales environment, could adversely affect Canon’s operating results.

In addition, Canon depends on Hewlett-PackardHP Inc. for a significant part of its business. As a result, Canon’s business and operating results may be affected by the policies, business and operating results of Hewlett-Packard.HP Inc. Any decision by Hewlett-PackardHP Inc. management to limit or reduce the scope of its relationship with Canon would adversely affect Canon’s business and operating results.

Canon depends on specific outside suppliers for certain key components.

Canon relies on specific outside suppliers that meet Canon’s strict criteria for quality, efficiency and environmental friendliness for critical components and special materials used in its products. In some cases, Canon may be forced to discontinue production of some or all of its products if the specific outside suppliers that supply key components and special materials across Canon’s product lines experience unforeseen difficulties, or if such parts and special materials suffer from quality problems or are in short supply. Further, the prices of components and special materials purchased from specific outside suppliers may rise, triggered by the imbalance of supply and demand along with other factors. If such events occur as an outcome of the dependency on outside vendors, Canon’s operating results may be adversely affected.

Canon may be subject to antitrust-related lawsuits, investigations or proceedings, which may adversely affect its operating results or reputation.

A portion of Canon’s net sales consists of sales of supplies and the provision of services after the initial equipment placement. As these supplies and services have become more commoditized, the number of competitors in these markets has increased. Canon’s success in maintaining these post-placement sales will depend on its ability to compete successfully with these competitors, some of which may offer lower-priced products or services. Despite the increase in competitors, Canon currently maintains a high market share in the market for supplies. Accordingly, Canon may be subject to lawsuits, investigations or proceedings under relevant antitrust laws and regulations. Any such lawsuits, investigations or proceedings may lead to substantial costs and have an adverse effect on Canon’s operating results or reputation.

Cyclical patterns in sales of Canon’s products make planning and inventory management difficult and future financial results less predictable.

Canon generally experiences seasonal trends in the sales of its consumer-oriented products. Canon has little control over the various factors that produce these seasonal trends. Accordingly, it is difficult to predict short-term demand, placing pressure on Canon’s inventory management and logistics systems. If product supply from Canon exceeds actual demand, excess inventory will put downward pressure on selling prices and raise inefficiency in cash management, potentially reducing Canon’s revenue. Alternatively, if actual demand exceeds the supply of products, Canon’s ability to fulfill orders may be limited, which could adversely affect market share and net sales and increase the risk of unanticipated variations in its operating results.

Canon’s cooperation and alliances with, strategic investments in, and acquisitions of, third parties may not produce successfulthe anticipated improvements to its financial results. The unexpected emergence of strong competitors through mergers and acquisitions may affect Canon’s business environment.

Canon makes strategic acquisitions of other companies for the purpose of business expansion and Canon is also engaged in alliances, joint ventures, and strategic investments with other companies. Canon also makes strategic acquisitions of other companies. These activities can help Canon to promote Canon’s technological development process and expandgrow its customer base.business. However, weak business trends or disappointing performance by partners or acquired companies may adversely affect the success of such activities. In addition, theThe success of such activities may be adversely affected by the inability of Canon and its partners or acquired companies to successfully define and reach common objectives. Even if Canon and its partners or acquired companies succeed in designing a structure that allows for the definition and achievement of common objectives, synergies may not be created between the businesses of Canon and its partners or acquired companies. IntegrationIn addition, integration of operations may take more time than expected. In connection with its acquisitions, Canon recognizes goodwill and other intangible fixed assets on its consolidated balance sheet, and the amounts recognized may be impaired if there is a decline of future cash flow. An unexpected cancellation of a major business alliance may disrupt Canon’s overall business plans and may also result in a delayed return on, or reduced recoverability of, the investment, adversely affecting Canon’s operating results and financial position.

In addition, the unexpected emergence of strong competitors through mergers and acquisitions or the formation of competitive business alliances may change the competitive environment of the business areas in which Canon participates, thereby affecting Canon’s future operating 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 Canon’s computerized logistics systems, an outbreak of war or strife within Canon’s operating regions or regional labor disputes, such as a dockworkers’ strike, could lead to a disruption of Canon’s operations and result not only in increased logistical costs, but also in the loss of sales opportunities owing to delays in delivery. Moreover, because demand for Canon’s consumer products may fluctuate throughout the year, transportation means, such as cargo vessels or air freight, and warehouse space must be appropriately managed to take such fluctuations into account. Failure to do so could result in either a loss of sales opportunities or the incurrence of unnecessary costs.

In addition, the increasing levels of precision required of semiconductor lithography equipment and FPD lithography equipment and the resulting increase in the value and size of such equipment in recent years have

resulted in a concurrent increase in the need for sensitive handling and transportation of these products. Because of their precise nature, even a minor shock during the handling and transportation process can potentially cause irreparable damage to such products. If unforeseen accidents during the handling and transportation process render a significant portion of Canon’s high-end precision products unmarketable, costs will increase, and Canon may lose sales opportunities and customer confidence.

Substantially higher crude oil prices and the supply-and-demand balance of transportation means could lead to increases in the cost of freight, which could adversely affect Canon’s operating results.

Other Risks

Canon’s facilities, information systems and information security systems are subject to damage as a result of disasters, outages or similar events.

Canon’s headquarters functions, information systems and research and development centers are located in or near Tokyo, Japan, where the possibility of damage from earthquakes is generally higher than in other parts of the world. In addition, Canon’s facilities or offices, including those for research and development, materials procurement, manufacturing, logistics, sales and services are located throughout the world and subject to the possibility of outage or similar disruption as a result of a variety of events, including natural disasters such as earthquake, flood and terrorist attacks. Although Canon continues to establish appropriate backup structures for its facilities and information systems, there can be no assurance that Canon will be able to prevent or mitigate the effect of disruptive events or developments such as the leakage of harmful substances and shutdowns of information systems. Although Canon has implemented backup plans to permit the manufacture of its 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 at sufficient levels. Such factors may adversely affect Canon’s operating activities, generate expenses relating to physical or personal damage, or hurt Canon’s brand image, and its operating results may consequently be adversely affected.

Canon’s success depends in part on the value of its brand name, and if the value of the brand is diminished, Canon’s operating results and prospects will be adversely affected.

Canon’s success depends in part on maintenance and development of the value of its brand name. The main factors which could damage its brand value are defective product quality, circulation of counterfeit and failures of its compliance regime. Although Canon works to minimize risks that may arise from product quality and liability issues, such as those triggered by the individual functionality and also from the combination of hardware and software that make up Canon’s products, there can be no assurance that Canon will be able to eliminate or limit these issues and the resulting damages. If such factors adversely affect Canon’s operating activities, generate additional expenses such as those related to product recalls, service and compensation, or otherwise hurt its brand image, Canon’s operating results or reputation for quality may be adversely affected. Canon has been implementing measures to halt the spread of counterfeit products. However, the continued manufacture and sale of such products could adversely affect Canon’s brand image as well as its operating results.

If Canon fails to maintain its overall compliance regime, especially legal and regulatory compliance, this also could result in damage to Canon’s credibility and brand value.

Canon’s business is subject to environmental laws and regulations.

Canon is subject to certain Japanese and foreign environmental laws and regulations in areas such as energy resource conservation, reduction of hazardous substances, product recycling, clean air, clean water and waste disposal. Due to the laws and regulations, Canon may face liability for additional costs and alleged damages. Such costs and damages could adversely affect Canon’s business and operating results.

Canon is subject to potential liability for the investigation and cleanup of environmental contamination at each of the properties that it owns or operates and at certain properties Canon formerly owned or operated. 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.

Canon is subject to risks relating to legal proceedings.

Canon is involved in various claims and legal actions arising in the ordinary course of its business. Results of actual and potential litigation are inherently uncertain. An unfavorable result in a legal proceeding could adversely affect Canon’s reputation, financial condition and operating results.

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 Canon’s products, many of which are subject to frequent technological innovations, patents and other intellectual property are an important competitive factor. Canon relies primarily on internally developed technology, and seeks to protect such technology through a combination of patents, trademarks and other intellectual property rights.

In relation to protection of its technologies, Canon faces risks that: competitors will be able to develop similar technology independently; Canon’s pending patent applications may not be issued; the steps Canon takes to prevent misappropriation or infringement of its intellectual property may be unsuccessful; and intellectual property laws may not adequately protect Canon’s intellectual property, particularly in certain emerging markets.

In relation to third party intellectual property rights, if any third party is adjudicated to have a valid infringement claim against Canon, Canon could be required to: refrain from selling the relevant product in certain markets; pay monetary damages; pursue development of non-infringing technologies, or attempt to acquire licenses to the infringed technology and to make royalty payments, which may not be available on commercially reasonable terms, if at all.

Canon may need to litigate in order to enforce its intellectual property rights or in order to defend against claims of infringement, which can be expensive and time-consuming.

Canon also licenses its patents to third parties in exchange for payment or licensing. The terms and conditions of such licensing or changes in the renewal conditions of such licenses could affect Canon’s business.

With respect to employee inventions, Canon maintains company rules and an evaluation system and has been making adequate payments to employees for the assignment of invention rights based on these rules. However, there can be no assurance that disputes will not arise with respect to the amount of these payments to employees.

Canon’s businesses, corporate image and operating results could be adversely affected by any of these developments.

Canon must attract and retain highly qualified professionals.

Canon’s future operating results depend in significant part upon the continued contributions of its employees. In addition, Canon’s future operating results depend in part on its ability to attract, train and retain qualified personnel in development, production, sales and management. The competition for human resources in the high-tech industries in which Canon operates has intensified in recent years. Moreover, owing to the accelerating pace of technological change, the importance of training new personnel in a timely manner to meet product research and development requirements will increase. Failure by Canon to recruit and train qualified

personnel or the loss of key employees could delay development or slow production and could increase the risks of outflow of technologies and know-how. These factors may adversely affect Canon’s business and operating results.

Maintaining a high level of expertise in Canon’s manufacturing technology is critical to Canon’s business. However, it is difficult to secure the requisite expertise for specialized skill areas, such as lens processing, in a short time period. While Canon engages in advance planning to obtain the expertise needed for each skill area, Canon cannot guarantee that such expertise will be acquired in a timely manner and retained, and failure to do so may adversely affect Canon’s business and operating results.

Canon is subject to risks arising from dependency on electronic data.

Canon possesses confidential electronic data relating to manufacturing, research and development, procurement, and production, as well as sensitive information obtained from its customers relating to the customers and to other individuals and parties. This electronic data is used by Canon and third party managed systems and networks. Electronic data is also used for the information service functions in various products.

There are some risks inherent in the use of the electronic data, including vulnerability to hacking and computer viruses, service failures due to unexpected events, and infrastructure issues, such as insufficient power supply and issues arising from damage caused by natural disasters. Although Canon continues to make administrative and managerial improvements in order to alleviate these risks, such events may occur despite Canon’s best efforts.

The materialization of such risks could result in interruptions to essential work, leaks of confidential data and damage to the information service functions in products. The occurrenceoccurence of any of these events has the potential to cause Canon to be subject to claims from affected individuals and parties and to negatively influence Canon’s brand image, the social trust it has developed, and its operations and financial conditions.

Canon’s financial results may be adversely affected if its deferred tax assets are not recoverable or if it is subject to international double taxation.

Canon currently has deferred tax assets, which are subject to periodic recoverability assessments based on projected future taxable income. The changes of future profitability due to future market conditions and tax reforms including changes in tax rates may require possible recognition of significant valuation allowances to reduce the net carrying value of 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.

Recently, international corporate tax avoidance has developed into a political issue with a focus on aggressive tax planning strategies of certain multinational corporations. The OECD established the BEPS (Base Erosion and Profit Shifting) project for the purpose of increasing cooperation among countries and implementing harmonization of taxation. The BEPS action plan was published in July 2013; the OECD then conducted further study based on that plan and published its final report in October 2015, recommending that each country revise or amend its domestic taxation system and tax treaties.

Canon believes that liability of taxation is a basic and significant responsibility as a corporate citizen and that international taxation reforms will not significantly affect Canon. It is, however, possible that there will be differences in opinion between Canon and tax authorities after Canon shares its business information with each tax authority based on new transfer pricing documentation requirements.

Canon’s retirement and severance benefit obligations are subject to certain accounting assumptions.

Canon has significant employee retirement and severance benefit obligations that are recognized based on actuarial valuations. Inherent in these valuations are key assumptions, including discount rates, expected return on plan assets, assumed rate of increase in compensation level and mortality rate. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore any such differences would be expected to be linked to increases in actual costs, which may adversely affect net income.

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 Japan’s 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 printers, bubble jet printers, computers, video camcorders and digital cameras.

On April 15, 2015, the Company acquired shares of Axis AB (“Axis”), a Sweden-based company listed on Nasdaq Stockholm, a global leader in the network video solution industry, primarily through a public cash tender offer and made it into a subsidiary. The Company views its network surveillance camera business as a promising new business area for Canon. By making Axis into a subsidiary, Canon aims to provide advanced andhigh-performance network solutions to its customers and improve its product competitiveness.

In 2015, 2014, 2013, and 2012,2013, Canon’s increases in property, plant and equipment were ¥195,120 million, ¥182,343 million ¥188,826 million and ¥270,457¥188,826 million, respectively. In 2014,2015, the increases in property, plant and equipment were mainly used to expand production capabilities in both domestic and overseas regions, and to bolster Canon’s production-technology-related infrastructure. In addition, Canon has been continually investing in tools and dies for business machines, in which the amount invested is generally the same each year.

For 2015,2016, Canon projects to invest in property, plant and equipment of approximately ¥205,000¥230,000 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 this increase will be generated internally through operations.

B. Business overview

Canon is one of the world’s leading manufacturers of office multifunction devices (“MFDs”), plain paper copying machines, laser printers, inkjet printers, cameras and lithography equipment.

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. In 2014, 80.6%2015, 81.2% of consolidated net sales were generated outside Japan, with approximately 27.8%30.1%, 29.3%28.3% and 23.5%22.8% generated in the Americas, Europe and Asia and Oceania, respectively.

Canon’s strategy is to develop innovative, high value-added products incorporating advanced technologies.

Canon’s research and development activities range from basic research to product-oriented research directed at maintaining and increasing Canon’s technological leadership in the marketplace.

Canon will work to realize the optimized global allocation of its production assets based on changes in local conditions in each country. Canon has manufacturing subsidiaries in a variety of countries, including the United States, Germany, France, the Netherlands, Taiwan, China, Malaysia, Thailand, Vietnam and the Philippines.

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 launched programs to collect and recycle used Canon cartridges and to refurbish used Canon copying machines. In addition, Canon has removed virtually all environmentally unfriendly chemicals from its manufacturing processes.

Products

Canon operates its business in three segments: the “Office Business Unit,” the “Imaging System Business Unit” and the “Industry and Others Business Unit”.

- Office Business Unit -

Canon manufactures, markets and services a full range of MFDs, printers, copying machines for personal and office use and production print products for print professionals. Canon also delivers added value to customers through software, services and solutions. OurCanon’s offerings covercater to a wide variety of marketsbroad market from Small Office Home Office (“SOHO”), and Small and Midsize Business (“SMB”) to large enterprises and professional graphic arts.arts companies.

In the industry, customer preference has been shifting from monochrome to color products and from hardware to services and solutions. Especially in the professional print market, customers are increasingly turning to short-run, print-on-demand and variable data printing. The importance of connectivity, mobility, security, integration, workflow and cloud-based web services is growing, and such added value is increasingly delivered together with hardware. Canon seeks to maintain its position as a market leader in these corefast-changing markets.

In 2014,2015, Canon enhanced its portfolioexpanded our hardware offerings by introducing the image RUNNER ADVANCE C3300 series, an A3 color MFP, to increase our share in the low-end color market and our sales in emerging countries. We also launched the imageRUNNER 1435, an A4 monochrome device. The light production color device, the imagePRESS C800 series is selling well. At the high-end of the color market, Canon released the image PRESS C10000VP, a flagship model and the fastest engine of the imagePRESS series at 100ppm together with the launch ofimage PRESS C8000VP, an 80ppm device. These models deliver high productivity, precise color reproduction, color stability and broad media handling capability addressing the A4-size color device imageRUNNER ADVANCE C350iF/C250iF. Canon also launched imageRUNNER 2202/2002, a low-end A3-size monochrome device tailored to the emerging market. To deliver higher value added and expand our presenceversatile needs in the existing market while acquiring new markets in thehigh-end market. With these, Canon has established a color production print industry, Canon introduced the imagePRESS C800/C700, the first imagePRESS series addressed to the colorportfolio covering from light production market andup to high-end market. In addition, the imagePRESS C60 for the graphic arts industry. In the high speed continuous feed printer area, thenew Océ ColorStream 3000 series-produced VarioPrint i300, Canon’s first high-speed sheet-fed color inkjet press, has enjoyed a good reputationreceived favorable reviews in the market.

In software, services and solutions, Canon was one of the first vendors to launch its application development platform, the “MultifunctionalMultifunctional Embedded Application Platform”Platform (“MEAP”) which allows the creation of

customized applications for Canon MFDs enabling users to fully take advantage of the power of our MFDs. Canon is reinforcing its solutions capability through offerings such as imageWARE software suite, business process automation software “EnterpriseEnterprise Imaging Platform”Platform (“EIP”) and Canon MDS, a device management solution that reduces total cost of ownership.

To maintain and enhance its competitive edge and to meet increasingly sophisticated customer demands, Canon is committed to the continued reinforcement of Canon’s hardware and software offerings and solutions capability.

In the monochrome

As for laser printer market, the transition to a low price segment is expected to expand sales in the micro office/home office market and in emerging markets. Canon expects an expansion in the color laser printer market to be driven by increasing demand for color printing. Moreover,printers, Canon plans to aggressively launch new products for both monochrome and color in the MFDs market including in the managed print service segment, to drive Canon’s business growth.

However, Canon is experiencing fierce competition with aggressive competitors in the laser printer market and an eventual decline in sales prices is becoming a major threat. Growth of the tablet PC and smartphone market, which affects users’ printing behavior and may also lead to a decrease in demand for printing, is becoming a new threat. Canon is executing on several initiatives to enhance mobile printing solutions to tackle the new threat and create further business opportunities.

In response, Canon aims to promote technological developments in order to introduce competitive products in a timely manner across the office business unit, and to pursue business efficiency through continuous cost reduction and optimization of its supply chain.

- Imaging System Business Unit -

Canon manufactures and markets digital cameras and digital video camcorders, as well as lenses and various related accessories.

In 2014,2015, Canon launched twoexpanded the imaging domains of EOS by launching four new digital SLR cameras, including EOS 5DS / EOS 5DS R which achieved the highest resolution in the history of the EOS, and two new mirrorless cameras EOS M3 and EOS M10. Moreover, Canon also strengthened its product lineup. EOS Rebel T5, launched in the first half of the year, is the best model for DSLR beginners to enjoy the art of true photography for both still and moving images in an easy, user-friendly way. The Canon EOS 7D Mark II, launched in the second half of the year, is designed to meet the demands of photographers and videographers who want a cameralineup by adding new storage device Connect Station CS100 that can provide a wide range of artistic opportunities. It shoots up to 10 frames per second and has a 65-point all cross-type AF system. The number of available AF points, and whether single line or cross-type, varies depending on the lens. Theoffers brand new DSLR is capable of capturing precise moments of quickly and irregularly moving objects.image experiences. These new models as well as the current models pushed sales and Canon gainedmaintained number one market share* in the field of interchangeable lens digital cameras in volume terms in 20142015 in the major regions, such as the United States, Europe, and Japan. Canon believes there remains considerable room for future growth through development of new products based onstate-of-the-art technology following the trend of higher quality picture, small and light weight body and versatile movie / network functions.

 

*Source: NPD, Nov 2014Dec 2015 for USA / Gfk, Nov 2014Dec 2015 except USA

Canon launched sevenfour new lens products for digital SLR and celebrated a milestone with the production of the 100-millionth EF-series interchangeable lens for EOS cameras in April 2014, including Cinema Lenses(EF-Mount).SLR. The interchangeable lens lineup currently exceeds 90 products, including Cinema Lenses(EF-Mount). By enhancing its core capability, Canon has been introducing high-quality and high-performance lenses developed by superior optical technology and new elemental technology, which Canon believes allowed it to maintain its advantage over the competition.

Canon introduced fourteen new models to theAs for compact digital cameracameras, while the overall market worldwide in 2014. While there has been shrinking, segment with relatively large sensor size has shown positive growth. In such circumstance, in the second half of the year, Canon launched two new 1.0-type sensor models: PowerShot G9 X with its slim and light-weight design, and PowerShot G5 X equipped with an electronic viewfinder. By adding these two models, Canon has expanded its premium lineup to five models, thereby aiming to offer models for various user needs. Through its strong premium lineup, Canon aims to strengthen its presence within this growing category and strives to improve its profitability. Including those premium models, Canon launched total of eleven models globally, and plans to maintain its full-line up strategy.

In compact photo printer market, along with the increasing demand for photo printing from smart devices, Canon has attained double-digit growth in each regional market. With its advantages, such as easy operation, portability, and lab-quality photo print, SELPHY has gained a strong tendency toward reliance on electronic manufacturing services (“EMS”)market share in the compact digital camera industry, the EMS manufacturerseach region. Canon plans to tap new customer demand and will likely to be unableseek to maintain their business and some of them might exit from the market due to the market slowdown. Canon is pressing forward with entire self-manufacturing, leveraging the economies of scale and building an optimum cost structure to strive to maintain profitability.its lead in this market.

The market for conventional camcorders has been shrinking, as many other popular devices start equippingadding a movie function. On the other hand, new categories like action cameras are emerging and expanding. Canon aims to expand sales in this market with a product lineup with higher value added based on Canon’s distinctive high-definition, high-resolution technologies. Concurrently, Canon has introduced a new product with unique styled camcorder especially for self-shooting,an ultra-high-sensitive multi-purpose camera, aiming to exploit a new market category. In the field of professional camcorders, Canon introduced the new model XF205/200 in its XF series; small sized camcorders equipped with a wide-angle

models XC10; compact and lightweight camcorder which is capable of capturing both impressive 4K video and high magnification lens for use in broadcast news, documentaryquality still images, and independent filmmaking.EOS C300 Mark II; a new addition to the CINEMA EOS SYSTEM has strengthened its lineup by launching newof digital cinema cameras, capable of shooting 4K-resolution video. Canon’s first ultra-high-sensitivity multi-purpose camera named EOS C100 Mark II equipped with the Dual Pixel CMOS AF,ME20F-SH, can record color images in near-complete darkness, while its cubic chassis can be installed unobtrusively so it can be used in many fields like surveillance, security and improved user convenience through a wider selection of related software.motion picture production. Canon aims to solidify its top position in the motion picture production market by introducing new products that suit a wide variety of market.

Canon experienced robust growth in the field of projectors for business applications, and in particular brighter, installation type projectors. In this market, Canon offers a range of products from an interchangeable lens type to a lens built-in type. In 2015, Canon launched two new compact install-type models with the industry’s first short-throw and high shift function as well as a brighter flagship model in 2014,that utilize advanced optical technologies, which are strategic and leading models for expanding the projector business and advancing Canon’s position in the market.

In the broadcast TVHDTV lens market, although demand arisingremains stable from the switchover to high definition broadcast formatssports broadcasting in developed countries slowed down, worldwide market demand is stable.and from switchover to HD in developing countries, and Canon retainscontinues to maintain a large share of the TV lens market with high value-added products.

The newly released Under such circumstances, preparations for practical 4K broadcasting has started all over the world, and Canon has announced and started to launch four models of 2/3” format 4K lenses. On the other hand, CINE-SERVO lens islenses, which are compatible with 4K cameras with large-format sensors. It has a detachable drive unit and can be used bothsensors are gaining popularity, have contributed significantly to increased sales in broadcast and cinema style shooting, which Canon believes underlies its popularity.this market.

Inkjet printer technology has been evolving, driving expansion of application from home use to office and commercial use such as poster printing and photo printing that require high-quality.

Canon offers a wide variety of products to meet such needs based on its core technology “Full-photolithographyFull-photolithography Inkjet Nozzle Engineering”Engineering (“FINE”), which enables realization of high-speed printing and high image quality at the same time.

For home use, Canon offers such printer solutions as PIXMA Cloud Link and PIXMA PrintingCanon PRINT Inkjet/SELPHY to tighten the connection with cloud computing, smartphonesmartphones and tablet PC,PCs, whose functionality has been proliferating. Canon also offers My Image Garden, enabling a wide variety of photo-print, an easy-to-use Intelligent Touch System and XL ink tank & ink cartridge. Canon hopes such enhancement of function and service will increase user-friendliness and satisfaction of users.

In this year,2014, Canon launched the new brand MAXIFY in the business inkjet printer segment, targeting the growing SOHO market. The MAXIFY printer series features Canon’s leading inkjet technologies such as high-quality printing with fast printing, and a low total cost of ownership.

In 2012, Canon started to ship the DreamLabo 5000, the first inkjet production photo printer featuring new “FINE”FINE high-density print head technology. In the professional printing market, Canon offers three professional

photo inkjet printers: the PIXMA PRO-1 with a 12 LUCIA ink system of pigment-based inks, PIXMA PRO-10PRO-10S with a 10 LUCIA ink system of pigment-based inks, and the PIXMA PRO-100PRO-100S with eight dye8- dye-based inks to produce colorful and vivid prints. Canon aims to further expand its business, leveraging its strength in the photo printing market.

Canon’s large-format inkjet printers are based on “FINE”FINE head technology and employ its unique image processor, L-COA, developed for high-speed, high-resolution printing, and LUCIA pigment inks. Consequently, Canon receives a high evaluation and steadily boosts the market share.

Canon’s lineup also includes CanoScan LiDE, the flatbed scanners which use Contact Image Sensor (CIS)(“CIS”), and a scanner with Charge-Coupled Devices (CCD)(“CCD”) for high resolution. AlthoughCanon has maintained high share in the scanner market has continued to shrink, Canon has maintained a number one market share, based on a Canon survey.by achieving stable sales results.

- Industry and Others Business Unit -

In the market for semiconductor lithography equipment, investments by memory makers have recoveredbeen favorable due to the increase in demand for DRAM and NAND Flash memory devices, drawn by the growth of the mobile device market such as smartphones.smartphones and the expansion of the cloud server market for Big Data utilization. Moreover, investments for image sensor production have been performing well, with expectations of market expansion in on-vehicle cameras and medical devices and network cameras in addition to mobile devices.

In the market for i-line steppers, investments for automotive devices, power devices and LEDs have been stable while investmentsthose for 3D integration with Through-Silicon Via (TSV)(“TSV”) are expected to expand.

Through various activities to respondResponding to these market changes, Canon has been developing a “design-in” business style, which enables customer needs to be reflected in the early stage of our product development process, and Canon believes steady progress has been made in developing products with high added value. For example, Canon released a new offers ani-line stepper FPA-3030i5+, optimized for the production of LEDs and power devices, and FPA-5510iV, which enables high productivity in the advanced packaging process such as TSV and BUMP. As a result of these activities, Canon has occupied a high share of the i-line stepper market. For memory and logic devices,FPA-5550iZ has captured a offers high shareproductivity to customers. In addition, Canon released new KrF scanners,FPA-6300ES6a which achieved high throughput and industry’s highest level of the i-line stepper market. Canon also aims to gain an increasedoverlay accuracy, steadily increasing Canon’s share of the market for DUV scanners by releasingKrF scanners. Furthermore, Canon launched the high productivity FPA-6300ES6a. Furthermore, to accelerate development ofindustry’s first Nano-Imprint Lithography (“NIL”) equipment Canon acquired Molecular Imprints, Inc. in April 2014, which has top-level intelligence and number of patents granted in NIL technology.2015.

In the market for FPD lithography equipment, ongoing capital investments by panel makers for larger-sized panels offering higher resolution led to robust growth of lithography systems for large-sized panel production have been recovering due to demand from emerging markets and 4K TVs. Investments for small-to-mid-sized panel production, which had been strong for the last few years, have shrunken drastically. In addition, panelproduction. Panel makers are expected to continue to require higher resolution in FPD lithography equipment for both large-sized and mid-to-small-sized panel production.

Under these circumstances, Canon believes MPAsp-H800 series for large-sized panels has contributed to our customers’ production plans by offering world-highest resolution and high productivity. This has helped Canon capture and maintain a large share of the FPD lithography equipment market for large-sized panel production. Furthermore, Canon has releasedadded to its product lineup of MPAsp-E810 series for small-to-mid-sized panels, with improved resolution.corresponding to the production of higher resolution panels such as for smartphones. Canon also aims to capture a large share of the market for small-to-mid sized panel production in addition to large-sized panel production.

In the medical equipment market, both the replacement demand from the Computed Radiography (“CR”) to the Digital Radiography (“DR”) and the expanding demand in emerging markets keep driving the steady market growth for the digital static X-ray equipmentequipment. Although the price competition has been increasing due to the commoditization that has resulted from the entrance of new players from countries such as China and Korea, Canon maintains steady growth as a result of a shift in demand from “Computed Radiography” (CR) to “Digital Radiography” (DR). Although competition is increasing along with market expansion, Canon grew its salessound business performance by offering products that have wireless connections and kept a large share of the static DR market owing to such well-received products as equipping an X-ray automatic detection mode, based on a Canon survey.auto-detection featuring high image quality. In addition, Canon has recently made strong efforts to promote in the dynamic X-ray equipment market whichwhere high growth is also expanding along with static equipment market. As a result,expected, Canon continues strong efforts to promote sales of high quality dynamic sensors for fluoroscopy and high-end angiography systems have increased.

systems.

TheIn the ophthalmic equipment market remained stableas well, Canon has maintained steady business results by launching a new non-mydriatic digital retinal camera with improved operability such as auto-focus and auto-shot functions. Canon introduced a network software product Ophthalmic Software Platform RX which enables comparison and superposition of images from Canon retinal cameras and Optical Coherence Tomography (“OCT”) that have also contributed to steady business results.

The applications for network cameras are no longer limited to security and safety surveillance. There is a growing trend that recorded video data can be used for management purposes that can lead to increases in

customer satisfaction or productivity. Canon’s compact model, VB-S series has been popular for indoor surveillance applications, and sales have slightly increased. Also, Canon believes its Canon-branded “Optical Coherence Tomography” (OCT), launchedalso increased of high-functionality model, the VB-H series. In addition, in 2012, has a good reputation, and Canon expects future growththe first half of its sales.

The market of network cameras for video surveillance applications is expected to grow, with the progress of IT and digital technologies.2015, Canon established a dedicated product group at the beginning of 2013production base in Nagasaki and expanded our domestic production by adding nine new models including a 360° speed dome model, VB-R11VE and built-in IR lighting model,VB-M741LE. Canon will start to expand itsoffer a cutting-edge network camera businesssystem that is developed by utilizing its proprietary technologies of optics, sensor, imaging, and video streaming. In 2014, Canon launched ten new HD and Full HD network cameras. In addition, with the acquisitionintegration of the world’s largestCompany’s imaging technology, Axis’ network video processing technology, and video management software vendor,technology of Milestone Systems, by Canon Europesystems which was acquired in July, Canon as2014, with a whole has been accelerating enhancement of its video surveillance business. Furthermore, on March 3, 2015, Canon commenced a public tender offer for all of the issued shares of Axis AB, a global leader in the network video solutions industry. Canon will further ensure its goal of becoming the world leaderachieving further growth in this network surveillance camera systems and aim for a further leap forward.segment.

NET SALES BY SEGMENT

The following table presents our net sales by segment for each of the periods shown.

 

  Years ended December 31   Years ended December 31 
          2014           change         2013           change         2012           2015   change 2014   change 2013 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Office

  ¥2,078,732    3.9% ¥2,000,073    13.8% ¥1,757,575    ¥2,110,816     1.5 ¥2,078,732     3.9 ¥2,000,073  

Imaging System

   1,343,194    -7.3    1,448,938    3.1   1,405,971     1,263,835     -5.9    1,343,194     -7.3    1,448,938  

Industry and Others

   398,765     6.4   374,870    -8.1    407,840     524,651     31.6    398,765     6.4    374,870  

Eliminations

   (93,439)       (92,501)       (91,598   (99,031       (93,439       (92,501
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380    7.2% ¥3,479,788    ¥3,800,271     2.0 ¥3,727,252     -0.1 ¥3,731,380  
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

NET SALES BY GEOGRAPHIC AREA

The following table presents our net sales by geographic area for each of the periods shown.

 

  Years ended December 31   Years ended December 31 
          2014           change         2013           change         2012           2015   change 2014   change 2013 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Japan

  ¥724,317    1.2% ¥715,863    -0.6 ¥720,286    ¥714,280     -1.4 ¥724,317     1.2 ¥715,863  

Americas

   1,036,500    -2.2    1,059,501    12.7   939,873     1,144,422     +10.4    1,036,500     -2.2    1,059,501  

Europe

   1,090,484    -3.1    1,124,929    10.9   1,014,038     1,074,366     -1.5    1,090,484     -3.1    1,124,929  

Asia and Oceania

   875,951    5.4   831,087    3.2   805,591     867,203     -1.0    875,951     5.4    831,087  
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380    7.2% ¥3,479,788    ¥3,800,271     2.0 ¥3,727,252     -0.1 ¥3,731,380  
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Seasonality

Canon’s sales for the fourth quarter are typically higher than for the other three quarters, mainly due to strong demand for consumer products, such as cameras and inkjet printers, during the year-end holiday season.

In Japan, corporate demand for office products peaks in the first quarter, as many Japanese companies end their fiscal years in March. Sales also tend to increase at the start of the new school year in each region.

Sources of supply

Canon purchases materials such as glass, aluminum, plastic, steel and chemicals for use in various product components and in the manufacturing process. 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 market trends. Although Canon is currently focusing on globalizing supplies and improving raw material resource management strategies, and believes that it will be able

to continue procuring sufficient quantities of raw materials to meet its needs, there can be no assurance that supply shortages will not occur or that raw materials, such as crude oil, will be available at competitive prices, or at all, in the future.

Marketing and distribution

Canon sells its products primarily through subsidiaries organized under regional marketing subsidiaries: Canon Marketing Japan Inc. in Japan; Canon U.S.A., Inc. in North and South America; Canon Europe Ltd. and Canon Europa N.V. in Europe, Russia, Africa and the Middle East; Canon (China) Co., Ltd. in Asia outside Japan; and Canon Australia Pty. Ltd. in Oceania. Each subsidiary is responsible for its own market research and for determining its sales channels, advertising and promotional activities. Each subsidiary provides tailor-made solutions to a diverse range of unique customers and aims to advance Canon’s reputation as a highly trusted brand.

In Japan, Canon sells its products primarily through Canon Marketing Japan Inc., mainly to dealers and retail outlets.

In the Americas, Canon sells its products primarily through Canon U.S.A., Inc. and Canon Canada Inc., mainly to dealers and retail outlets.

In Europe, Canon sells its products primarily through Canon Europa N.V., which sells mainly through subsidiaries or independent distributors to dealers and retail outlets in each locality. In addition, copying machines are sold directly to end-users by several subsidiaries such as Canon (UK) Ltd. in the United Kingdom and Canon France S.A.S. in France.

In Southeast Asia and Oceania, Canon sells its products through subsidiaries located in those areas. In addition, copying machines are sold directly to end-users in Australia by Canon Australia Pty. Ltd.

Canon also sells laser printers on an OEM basis to Hewlett-Packard Company. Hewlett-PackardHP Inc.. HP Inc. resells these printers under the “HP LaserJet Printers” name. During 20142015 and 2013,2014, OEM sales to Hewlett-PackardHP Inc. constituted 17.4%17.8% and 17.6%17.4%, respectively, of Canon’s consolidated net sales.

Canon continues to enhance its distribution system by promoting the continuing education of its sales personnel and by optimizing inventory levels and business planning through weekly analysis of 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 Canon’s business machines carry warranties of varying terms, depending upon the model and country of sale. Cameras and camera accessories carry warranties that vary depending upon the model and country of sale.

Canon services its copying machines, MFDs, printers, and supplies replacement drums, parts, toner and paper. Most customers enter into a contract under which Canon provides maintenance services, replacement drums and parts in return for a stated amount of the contract plus a per copy charge. Copying machines not covered by a service contract may be serviced from time to time by Canon or local dealers for a fee.

Patents and licenses

Canon holds a large number of patents, design rights and trademarks in Japan and abroad to protect proprietary technologies stemming from its research and development activities. Canon utilizes these intellectual

property rights as important strategic management tools. For example, Canon leverages its intellectual property rights to expand its product lines and business operations and to form alliances and exchange technologies with other companies.

Canon has granted licenses with respect to its patents to various Japanese and foreign companies, most often with respect to electrophotography, laser printers, multifunction printers, facsimile machines and cameras.

Companies to which Canon has granted licenses include:

 

Ricoh Company, Ltd.

  Electrophotography

Samsung Electronics Co., Ltd.

  Laser printers, multifunction printers and facsimile machines

Kyocera Document Solutions Inc.

  Electrophotography

Oki Electric Industry Co., Ltd.

  LED printers, multifunction printers and facsimile machines

Sharp Corporation

  Electrophotography

Brother Industries, Ltd.

  Electrophotography and facsimile machines

Canon has also entered into cross-licensing agreements with other major industry participants.

Companies with which Canon has entered into cross-licensing agreements include:

 

Hewlett-Packard CompanyHP Inc.

  

Bubble jet printers

Ricoh Company, Ltd.

  

Electrophotography products, facsimile machines and word processors

Xerox Corporation

  

Business machines

International Business Machines Corporation

  

Information handling systems

Eastman Kodak Company

  

Electrophotography and image processing technology

Seiko Epson Corporation

  

Information-related instruments

Canon has placed a high priority on the management of its intellectual property. Some products that are material to Canon’s operating results incorporate patented technology. Patented technology is critical to the continued success of Canon’s products, which typically incorporate technology from dozens of different patents. However, 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.

Competition

Canon encounters intense global competition in all areas of its business. Canon’s competitors range from some of the world’s major multinational corporations to smaller, highly specialized companies. Canon competes in a number of different business areas, whereas many of its competitors focus on one or more individual areas. 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 that Canon faces in each of its markets are technology, quality, reliability, performance, price and customer service and support. Canon believes that its ability to compete effectively depends in large part 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:

- Office Business Unit -

The markets for this segment are highly competitive. Canon’s primary competitors are Xerox Corporation/Fuji Xerox Co., Ltd.; Ricoh Company, Ltd.; Konica Minolta Inc.; Hewlett-Packard Company;HP Inc.; Samsung Electronics Co., Ltd.; and

Lexmark International, Inc. Canon believes that it is one of the leading global manufacturers of office MFDs, copying machines and laser printers. In addition to the general elements of competition described above, Canon’s ability to compete successfully in these markets also depends significantly on whether it can provide effective, broad-based “business solutions” to its customers and respond to interrelated customer 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 and the cloud) is often a key to Canon’s competitive strength. In the United States, Europe and Japan, Canon is one of the market leaders in all areas of the business machine market. In emerging markets, for example in China, the current market leaders for business machines are Toshiba TEC Corporation, Sharp Corporation and Konica Minolta Inc. Canon hopes to join this group by introducing products tailored to the Chinese market and by strengthening sales and service channels.

- Imaging System Business Unit -

Canon has continued to invest aggressively in competitive new products and intends to maintain its position in this market.

Canon’s primary competitors in the interchangeable lens digital camera market are Nikon Corporation and Sony Corporation.

Average prices for compact digital cameras in the industry increased in 20142015 from the previous year. Market contraction is having a major impact, resulting in severe conditions in the digital camera market. Despite these difficulties, Canon will seek to take advantage of its status as the major brand in the industry, along with its economies of scale, in order to maintain profitability.

Canon’s primary competitors in the compact digital camera market are Sony Corporation; Nikon Corporation; and Samsung Electronics Co., Ltd. Canon’s primary competitors in the digital video camcorder market are Sony Corporation; Panasonic Corporation; and JVC Kenwood Corporation. Canon’s primary competitors in the inkjet printer market are Hewlett-Packard CompanyHP Inc. and Seiko Epson Corporation.

- Industry and Others Business Unit -

Very stiff competition continues in the markets for lithography equipment used in the production of semiconductor devices and FPDs.flat panel displays (“FPDs”). In order to produce lithography equipment that can provide ultra-fine processing, an integration of advanced optical, control and system technologies is required, along with continuous investment in technology development. The main competitors in these markets are Nikon Corporation, in the markets for semiconductor and FPD lithography equipment, and ASML Holding N.V., in the market for semiconductor lithography equipment only.

Canon believes that it has helped its customers improve their productivity by continuously improving the cost performance of semiconductor lithography equipment using the i-line and KrF laser light sources. In particular, equipment using i-line has captured a large share of the global market. Canon believes that it has also been meetingmarket, satisfying the needs of image sensor manufacturers by quickly adapting to various unique specifications.specifications through “design-in”.

Canon believes its FPD lithography equipment with a common platform offers excellent productivity and reliability that has helped it capture market share of the industry-leading South Korean market and the growing Chinese market. Canon’s sales and service support systems have also received high accolades from the customers in these markets. Panel makers are accelerating developmentIn the trend of higher definition panelshigh-definition, such as 4K displays in recent years.the panel market, Canon believes it has also been meeting the needs of panel makers by continuously offering new products with high resolution.

As for network cameras, the market is competitive in higher functional requirement and price pressure from customers. Canon’s primary competitors are Hikvision Digital Technology Co., Ltd. and Panasonic Corporation. Canon is developing the innovative technology to continue to be a global market leader in this industry.

Environmental regulations

Canon is subject to a wide variety of laws, regulations and 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 that affect Canon’s businesses are summarized below.

 

1.UN Frameworks to Address Global Issues, which are related to the Environment including Climate Changes

The United Nations adopted the 2030 Agenda for Sustainable Development Goals (“SDGs”) on September 25, 2015, under the UN Sustainable Development Summit. SDGs cover global issues to be addressed for transforming the world toward sustainable development over the next 15 years, which are composed of 17 goals and 169 targets. The goals and targets cover a wide-range global issues, including the environmental areas such as climate change, sustainable energy, efficient use of natural resources and reduction of waste. Based upon the SDGs, member states will introduce national policies and initiatives to tackle such global environmental issues, and Canon may need to implement further actions to respond to potential national initiatives.

With respect to climate change, a framework of Post-Kyoto Protocol (beyond 2012) has been discussed at the Conference of the Parties (“COP”) to the United Nations Framework Convention on Climate Change (“UNFCCC”). On November 30, 2015, COP21 was convened in Paris and member states discussed a “Future Framework beyond 2020” to reach an agreement for all member states to have a common legal regime to address climate change. It is expected that member states will accelerate countermeasures to further address global climate change issues.

Canon has established 2015–2017 Mid-Term Environmental Goals and monitors its progress on a yearly basis. Canon is implementing initiatives to achieve these goals, which focus on “Lifecycle CO2 emissions improvement index per product by 3 percent improvement (compared to the previous year)”, “Raw materials and usage CO2 emissions improvement index per product by 3 percent improvement (compared to the previous year)”, “Improve energy consumption basic unit at operational sites by 1.2 percent (compared to the previous year)”. Canon has successfully reduced its “Life Cycle CO2 emission” per product by approximately 30 percent between 2008 and 2014.

Canon continues to pursue CO2 emission reductions both locally and globally through energy-efficient product design and improvement of logistics and factory operations.

2.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 (“the WEEE Directive”)

Under RoHS Directive, from July 1, 2006, companies have been required to ensure that electrical and electronic equipment (“EEE”) sold in the European Union does not contain lead, cadmium, hexavalent chromium, mercury, polybrominated biphenyls or polybrominated diphenyl ethers. The scope of products covered was expanded to include medical and measurement equipment fromstarting in July 2014. AnNew subsidiary directive of RoHS Directive restricting an additional four substances will bewas published as restricted substances in June 2015, and these substances will be restricted fromstarting in 2019. In parallel with these developments, all the RoHS exempted applications for which the restricted substances can be used are now under review. If these exemptions expire, additional design changes may be required for Canon products, and cost of changing designs may increase total compliance costs.

The WEEE Directive requires that companies selling EEE bearing their trade names in the European Union must arrange and pay for collection, treatment, recycling, recovery and disposal of their equipment. Canon has become a member company of collective compliance schemes in each member state of the European Union and

has achieved the required recycling levels for waste EEE. The WEEE recast Directive was published on July 24, 2012 and was applied from February 2014. Due to a change in official interpretation, the scope of products covered is to be expanded to include consumables.

If tighter restrictions are enforced in the future, Canon’s compliance costs could increase, including with costs related to the actions for newly-covered products and the development and adoption of substitute materials or processes. Such increased costs may have an adverse effect on Canon’s operating results.

 

2.3.European Framework for the Management of Chemical Substances (“REACH Regulation”)

The REACH Regulation was implemented in 2007. This regulation covers almost all chemicals (products in gaseous, liquid, paste or powder form) and articles (products in solid state) manufactured in or imported into the European Union. All chemicals manufactured in or imported into the European Union that exceed specific content thresholds must be registered. If certain substances of very high concern are contained in an article, the substances must be communicated to the recipient or consumer of the article. Furthermore, additional restrictions on the use of certain substances can be proposed at any time by the ECHA (European Chemical Agency) or member states, and, some of them have been already adopted and others are now under discussion, manufacturers such as Canon must take steps to address such new restrictions.

Canon keeps meeting these existing and newly-added requirements under the REACH Regulation, and their implementation could increase Canon’s management costs and have adverse effects on its operating results and financial condition.

 

3.4.The European Framework for the Setting of Requirements for Energy-Related Products (“ErP Directive”)

The ErP Directive applies in Europe to all energy-using products, and implementing measures with respect to off-mode and standby mode and external power supplies were adopted in and have been applied since 2010. This measure was expanded in 2013 to include requirements for energy modes with “networked standby”. The requirements for “networked standby” were applied from 2015. For imaging equipment, the industry made a public commitment to attain certain targets on environmentally conscious designs from 2012 by an industrial voluntary agreement (VA) and began implementation in 2011. By the 1st revision of the VA, commitments will become tighter than ever because the European authorities and NGOs are expected to require a stricter VA. In addition, many new or revised implementing measures (expanded both in scope and requirements) are now considered, and some of them will cover Canon’s products. Canon is continuing to comply with requirement under the ErP Directive. However, the requirements are expected to be challenging, and achieving compliance will likely increase Canon’s costs, especially by required design changes.

 

4.5.State Legislation in the United States Concerning Recycling of Waste Electric and Electronic Products

E-waste recycling laws have been enacted or proposed in more than twenty American states. Although most such laws cover only displays or television sets, printers and other products are covered by some states, such as Illinois, Michigan and Hawaii, among others. These laws require manufacturers to bear the costs of collecting and recycling electrical and electronic equipment based on sales volume or market share by brand of covered products. Canon expects that compliance with such state requirements might increase its costs, such as recycling fees and product guarantees.

 

5.6.Chinese Administrative Measures on the Control of Pollution Caused by Electronic Information Products

The Chinese Ministry of Information Industry published Administrative Measures on the Control of Pollution Caused by Electronic Information Products in February 2006, and regulates the same six substances covered by the EU RoHS in electronic information products. The measures establish two stages of implementation. Stage 1 is in effect and covers nearly all Canon products. To comply with Stage 1 requirements, a China-specific label must be placed on any covered product if any of the six regulated substances are contained

therein, and use of the six regulated substances must be disclosed in each product manual. In addition, each product’s environmental protection use period (“EPUP”) must be stated within its recycling mark and include the production date. Stage 2 requires that the contents of six regulated substances in specific electronic information products (as specified by the Chinese Government in the “list for emphasized management”) be restricted by limitations similar to the EU RoHS Directive. A China-specific compulsory product certification system will be introduced for such products. Standards to implement these measures and the “emphasized management list” are under discussion, including with regard to printers.

If these requirements are applied to Canon’s products, this could increase Canon’s costs and have an adverse effect on its operating results and financial condition.

 

6.7.Chinese Regulation for the Management of the Recycling and Disposal of Waste Electrical and Electronic Products

The Regulation for the Management of the Recycling and Disposal of Waste Electrical and Electronic Products was issued by the Chinese government in 2009 and implemented on January 1, 2011. Producers and importers are required to pay a fee to a government fund. The list of products falling under the waste electrical and electronic products catalogue on February 9, 2015 includes printer, copying machine and facsimile machine. The Regulation of those payment fees described above will be enforced on March 1,within 2016.

These requirements will likely increase Canon’s costs and could adversely affect on its operating results and financial condition.

 

7.8.Soil Pollution Prevention Law of Japan

A 2010 amendment to the Soil Pollution Prevention Law of Japan tightens certain requirements to survey soil to measure certain pollution levels. If soil pollution exceeds specified limits, a prefecture governor may designate the land as a “Measure required area” if effects to human health due to soil pollution are foreseen, and the prefecture governor may order removal of pollutants. The substances designated as pollutants consist of twenty-five chemical groups, including lead, arsenic and trichloroethylene. If an investigation shows that soil contamination may affect human health, the prefecture governor may issue an order to the landowner to take designated remedial actions and may restrict the changes of the land character. Canon has commenced a detailed survey and measurement of soil and groundwater to check for pollution at all of Canon’s operational sites in Japan, and necessary procedures are being carrying out. Additional costs may arise if these investigations reveal that additional remedial measures are necessary. These factors could adversely affect Canon’s operating results and financial condition.

 

8.9.Other Environmental Regulations

In addition to the laws described above, various environmental laws and regulations may have been promulgated or enacted by European Union member states, states of the United States, emerging markets such as China, India, Russia, Vietnam, and other countries. Compliance with any such additional regulations may increase Canon’s costs and may adversely affect Canon’s operating results and financial condition.

Other regulations

Disclosure under Section 13(r) of the Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”) added Section 13 (r)13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 13(r) requires an issuer

to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

During the year ended December 31, 2014,2015, the following Canon affiliates hadengaged in the transactions with Iran-related organizations.described below that are required to be disclosed pursuant to Section 13(r) of the Exchange Act. These transactions were conducted in compliance with applicable law in the respective countries.

 

Canon Marketing Japan (“CMJ”), our 58.5% owned Japanese subsidiary as of December 31, 2014,2015, has a maintenance contract for one copier machine with the Iranian embassy in Tokyo, Japan. The current contract renews annually. Total gross sales for the contract and activities above during the year 2014 was2015 were approximately ¥123¥442 thousand. The net profit was substantially less than that.

Canon Marketing Malaysia Sdn bhd, a wholly-owned Malaysian subsidiary of Canon Singapore Pte. Ltd. (“CSPL”), performed maintenance services on twohas a service contract for one copier machines ofmachine with Iran Air in Kuala Lumpur, Malaysia. Total gross sales for this activity during the year 2014 was2015 were in foreign currency of approximately ¥42¥28 thousand. The net profit was substantially less than that.

Canon Marketing (Thailand) Co. Ltd, a wholly-owned Thai subsidiary of CSPL, has a service contract for threeone copier machinesmachine with the Iranian embassy in Bangkok, Thailand. Total gross sales under this contract during the year 2014 was2015 were in foreign currency of approximately ¥62¥92 thousand. The net profit was substantially less than that.

Canon India Pvt Ltd, a wholly-owned Indian subsidiary of CSPL, has service contracts for sixfour copier machines with the Iranian embassy in New Delhi and the consulate general of Iran in New Delhi and Mumbai, India. Total gross sales under this contract during the year 2014 was2015 were in foreign currency of approximately ¥114¥66 thousand. The net profit was substantially less than that.

Canon Australia Pty. Ltd., a wholly-owned Australian subsidiary, has service and lease contracts for two copier machines with the Iranian embassy in Canberra, Australia. Total gross sales under this contract during the year 2014 was2015 were in foreign currency of approximately ¥540¥488 thousand. The net profit was substantially less than that.

Canon Deutschland GmbH, a wholly-owned German subsidiary of Canon Europe N.V. (“CENV”), a wholly-owned Dutch subsidiary of Canon Finance Netherlands B.V., which is wholly-owned by Canon Inc., has a service contract for three copier machines with the consulate general of Iran in Munich, Germany. Total gross sales under this contract during the year 2014 was2015 were in foreign currency of approximately ¥64¥106 thousand. The net profit was substantially less than that.

Canon (Austria) GmbH, a wholly-owned Austrian subsidiary of CENV, hashad a rental contract for three copier machines with the Iranian embassy in Hamburg, Germany.Germany, which were expired during the year 2015. Total gross sales for this contract during the year 2014 was2015 were in foreign currency of approximately ¥1,631 thousand. The net profit was substantially less than that.

Canon (Schweiz) AG, a wholly-owned Swiss subsidiary of CENV, has rental and maintenance contract for one copier machine of Naftiran Intertrade Company (“NICO”) in Pully, Switzerland. Total gross sales under this contract during the year 2014 was in foreign currency of approximately ¥818¥1,031 thousand. The net profit was substantially less than that.

Canon Oy AB, a wholly-owned Finnish subsidiary of CENV, has a service maintenance contract for one copier machine of the Iranian embassy in Helsinki, Finland. Total gross sales under this contract during the year 2014 was2015 were approximately ¥26¥20 thousand. The net profit was substantially less than that.

Canon Danmark A/S, a wholly-owned Danish subsidiary of CENV, has service maintenance contracts for fivethree copier machines of the Iranian embassy in Copenhagen, Denmark. The gross sales under these contracts during the year 2014 was2015 were in foreign currency of approximately ¥366¥197 thousand. The net profit was substantially less than that.

As of the date of this report, Canon is not aware of any other activity, transaction or dealing by us or any of our affiliates during the year ended December 31, 20142015 that requires disclosure in this report under Section 13(r) of the Exchange Act. Canon does not intendintends to conduct any furtherstudy the possible restart of business activities with certain Iranian counterparties, requiredconsidering recent changes in the international situation and economic sanctions relating to be disclosed under the ITRA, except for sales of consumables, repair, and maintenance services for products Canon previously sold to such entities.Iran.

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, 2014,2015, Canon Inc. had 261317 consolidated subsidiaries and 75 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, 2014.2015.

 

Name of company

  

Head office location

  Proportion of
ownership interest
owned
   Proportion of
voting power
held
 

Canon Marketing Japan Inc.

  Tokyo, Japan   50.1%     58.5%  

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%  

D. Property, plants and equipment

Canon’s manufacturing is conducted primarily at 28 plants in Japan and 18 plants in other countries. Canon owns all of the buildings and the land on which its plants are located, with the exception of certain immaterial leases of land and floor space of certain of its subsidiaries. The names and locations of Canon’s plants and other facilities, their approximate floor space and the principal activities and products manufactured therein as of December 31, 20142015 are as follows:

 

Name and location

  Floor space
(including
leased space)
   

Principal activities and products manufactured

Domestic  (Thousands of
square feet)
    

Headquarters, Tokyo

   2,5562,551    

R&D, corporate administration and other functions

Canon Global Management Institute, Tokyo

   164    

Training and administration

Kawasaki Office, Kanagawa

   1,2381,972    

R&D and manufacturing of production equipment and semiconductor devices; R&D of laser printers and toner cartridges

Kosugi Office, Kanagawa

   395396    

Development of software for office imaging products

Fuji-Susono Research Park, Shizuoka

   1,037    

R&D in electrophotographic technologies

Ayase Plant,Office, Kanagawa

   393    

R&D and manufacturing of semiconductor devices

Hiratsuka Plant, Kanagawa

   1,0991,082    

R&D of display products and manufacturing of semiconductor devices

Tamagawa Office, Kanagawa

   383    

Quality engineering

Oita Plant, Oita

   283    

Manufacturing of semiconductor devices

Yako Office, Kanagawa

   905    

Development of inkjet printers, inkjet chemical products

Utsunomiya Office, Tochigi

   2,761    

Manufacturing of lenses for cameras and other applications, R&D in optical technologies, development and sales of broadcasting equipment, R&D, manufacturing, sales and servicing of semiconductor production equipment

Name and location

Floor space
(including
leased space)

Principal activities and products manufactured

Domestic(Thousands of
square feet)

Toride Plant, Ibaraki

   3,176    

R&D in electrophotographic technologies,mass-production trials and supports; manufacturing of office imaging products, chemical products; training of manufacturing

Ami Plant, Ibaraki

   1,131977    

Manufacturing of FPD production equipment

Canon Electronics Inc., Tokyo, Saitama and Gunma

   1,309    

Components, magnetic heads, document scanners and laser printers

Canon Finetech Inc., Saitama, Ibaraki and Fukui

   915    

Business-use printers, business machines peripherals and chemical products

Name and location

Floor space
(including
leased space)

Principal activities and products manufactured

Domestic(Thousands of
square feet)

Canon Precision Inc., Aomori

   1,5031,502    

Toner cartridges, sensors and micromotors

Canon Optron Inc., Ibaraki

   143    

Optical crystals (for lithography equipments, cameras, telescopes) and vapor deposition materials

Canon Chemicals Inc., Ibaraki

   1,8721,815    

Toner cartridges and rubber functional components

Canon Components, Inc., Saitama

   610    

Contact image sensors, inkjet cartridges and medical equipment

Oita Canon Inc., Oita

   1,2181,254    

Digital cameras, lenses and digital video camcorders

Nagahama Canon Inc., Shiga

   1,093    

TonerLaser printers, toner cartridges and A-Si drums

Oita Canon Materials Inc., Oita

   2,9492,946    

Chemical products for copying machines and printers, and inkjet cartridges

Ueno Canon Materials Inc., Mie

   654    

Chemical products for copying machines and printers

Fukushima Canon Inc., Fukushima

   981885    

Inkjet printers and inkjet cartridges

Canon Semiconductor Equipment Inc., Ibaraki

   345569    

Development and production of semiconductor production-related equipment

Canon Ecology Industry Inc., Ibaraki

   651    

Recycling of toner cartridges, repair and recycling of business machines

Nisca Corporation, Yamanashi

   380381    

Copying machine peripherals, scanner units and optical equipment

Miyazaki Daishin Canon Inc., Miyazaki

   168    

Digital cameras

Canon Mold Co., Ltd., Ibaraki

   219    

Molds

Canon ANELVA Corporation, Kanagawa and Yamanashi

   749746    

Production equipment for electron devices, flat panel display and semiconductors

Canon Machinery Inc., Shiga

   622623    

Automated production equipment and semiconductor production-related equipment

Canon Tokki Corporation, Niigata, Kanagawa and Tokyo

   253��  

Vacuum technology-related equipment

Nagasaki Canon Inc., Nagasaki

   477469    

Digital cameras

Hita Canon Materials Inc., Oita

   369370    

Rubber functional components

Name and location

  Floor space
(including
leased space)
   

Principal activities and products manufactured

Overseas  (Thousands of
square feet)
    

Europe

    

Canon Giessen GmbH, Giessen, Germany

   336    

Remanufacturing of copying machines and semiconductor production equipment

Canon Bretagne S.A.S., Liffre, France

   489    

Manufacturing and recycling of toner cartridges

Océ-Technologies B.V., Venlo, the Netherlands

   2,5502,533    

Document management, high speed digital production printing systems and wide format printers

Océ-Printing Printing Systems GmbH & Co. KG, Poing, Germany

   1,2321,246    

High speed digital production printing systems

Americas

    

Canon Virginia, Inc., Virginia, U.S.

   1,679    

Toner cartridges, molds and remanufacturing of copying machines

Canon Environmental Technologies, Inc., Virginia, U.S.

   185    

Recycling of toner cartridges

Asia

    

Canon Inc., Taiwan, Taiwan

   1,7171,652    

Lenses and digital cameras

Canon Opto (Malaysia) Sdn. Bhd., Selangor, Malaysia

   584    

Lenses and optical lens parts

Canon Dalian Business Machines, Inc., Dalian, China

   1,740    

Production and recycling of toner cartridges, production of laser printers

Canon Zhuhai, Inc., Zhuhai, China

   1,157    

Digital cameras, digital video camcorders and contact image sensors

Canon Prachinburi (Thailand) Ltd., Prachinburi, Thailand

   9041,002    

Copying machines

Canon Hi-Tech (Thailand) Ltd., Ayutthaya and Nakohon Ratchasima, Thailand

   3,2693,268    

Inkjet printers, MFDs, scanners, molds and plastic injection molded parts

Canon Zhongshan Business Machines Co., Ltd., Zhongshan, China

   1,3351,387    

Laser printers

Canon Vietnam Co., Ltd., Hanoi, Vietnam

   3,4823,483    

Inkjet printers, laser printers, MFDs, scanners and contact image sensors

Canon (Suzhou) Inc., Suzhou, China

   1,517    

Copying machines

Canon Finetech Nisca (Shenzhen) Inc., Shenzhen, China

   721    

Copying machines and laser printer peripherals

Canon Electronics Vietnam Co., Ltd., Hung Yen Province, Vietnam

   308    

Components

Canon Business Machines (Philippines),Inc., Batangas, Philippines

   898    

Laser printers

Canon considers its manufacturing and other facilities to be well maintained and believes that its plant capacity is adequate for its current requirements. None of the buildings or land are subject to any major encumbrances.

Main facilities under construction for establishment/expansion

 

Name and location

  

Principal activities and products manufactured

Domestic   

Kawasaki Office, Kanagawa

New Administration and R&D base

Toride Plant, Ibaraki

  

New Manufacturing Training Center

Canon Ecology Industry Inc., Ibaraki

  

New production base* (Office business unit)

*To be leased to Canon Ecology Industry Inc., a wholly-owned subsidiary, by the Company

Fukushima Canon Inc., Fukushima

New production base* (Imaging System Business Unit)

*To be leased to Fukushima Canon Inc., a wholly-owned subsidiary, by the Company

Oita Canon Inc., Oita

New Administration and Development Building* (Imaging System Business Unit)

*To be leased to Oita Canon Inc., a wholly-owned subsidiary, by the Company

Overseas

  

Canon Canada Inc.

  

New Administration base

Item 4A. Unresolved Staff Comments

None.

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 Canon’s consolidated financial condition and results of operations.

Overview

Canon is one of the world’s leading manufacturers of plain paper copying machines, office multifunction devices (“MFDs”), laser printers, cameras, inkjet printers, semiconductor lithography equipment and FPD (Flat(flat panel display) lithography equipment. Canon earns revenues primarily from the manufacture and sale of these products domestically and internationally. Canon’s 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 segments: the Office Business Unit, the Imaging System Business Unit, and the Industry and Others Business Unit.

Economic environment

Looking back at the global economy in 2014, although2015, the United States and other developed countries were initially expectedU.S. economy continued to bring about a return to a path of full-fledged growth, such expectations came up short due to the ongoing occurrence of such unforeseen circumstancesgrow steadily as the conflict between Russia and Ukraine. In the U.S., despite the negative impact of the major cold wave that struck at the beginning of the year, the economy showed steady signs of recovery, buoyed by the improvement in employment conditions and healthy growth in consumer spending.spending progressively improved. In Europe, developed countries such as the U.K. led

a moderate economic recovery. In contrast, the growth of China’s economy remained sluggishcontinued to decline, weighed down by excessive investments, and the economies of emerging countries, including those of Southeast Asia and India, slowed due to such factors as the negative impact of Russia’s deteriorating economy on neighboring euro area countries. The pace of economic expansionrecession in China wasand a decline in resource prices. As for the Japanese economy, improvements were seen in both corporate earnings and employment conditions during the year. Despite expectations at the beginning of 2015 that the global economy would realize a modest while otherrecovery led by the U.S. economy, during the second half, as the slowdown in China’s economy became evident, emerging countrieseconomies also grew weaker. As a result, the global economy overall experienced its lowest level of growth since the financial crisis precipitated by Lehman Brothers’ bankruptcy in Southeast Asia and South America faced slowdowns in market growth due to economic stagnation. In Japan, with the economy yet to recover from the decline following the rush in demand leading up to the hike in the country’s consumption tax, growth fell short of the rate recorded in the previous year.2008.

Market environment

Looking atAs for the markets in which Canon operates amid these conditions, demand for office MFDs and laser printers maintained steady growth. Demandremained firm, mainly for color models. As for cameras, the interchangeable-lens digital camerascamera market continued to face harsh conditions dueowing to currency depreciations in emerging countries and the economic slowdown. Demandslowing growth in China. Likewise, demand for digital compact cameras continued to shrink in both developed countries and emerging markets. Demandalso declined amid the shrinking market. Additionally, demand for inkjet printers decreased in emerging countries, mainly in Asia, due to the sluggish economiesdepreciations of Asiaemerging country currencies and Europe.the slowdown in China. In the industry and others sector, a rebound in capitalindustrial equipment market, ongoing strong investment for both memory devices and image sensorsby manufacturers led to a pickup inhealthy demand for semiconductor lithography equipment.systems for memory devices, image sensors and power semiconductor devices. Additionally, demand for lithography equipment used in the production of FPDsflat panel displays (“FPDs”) increased for large-size panels.panels as device manufacturers boost capital investment for larger-size LCD panels that offer higher levels of resolution.

The average value of the yen during the year was ¥106.18¥121.13 against the U.S. dollar, a year-on-year depreciation of approximately ¥8,¥15, and ¥140.62¥134.20 against the euro, a year-on-year depreciationappreciation of approximately ¥11.¥6.

Summary of operations

MFDs and laser printers enjoyed solid demand during the year and industrial equipment sales increased significantly. Within the shrinking market for interchangeable-lensSales of digital cameras and digital compact cameras, less-than-expected demand duringinkjet printers declined in the year-end shopping season ledface of continued harsh conditions, mainly in China and emerging Asian countries. By contrast, sales of color-model office MFDs and color-model light-production printing systems increased steadily. Sales of semiconductor lithography equipment and FPD lithography equipment also largely exceeded those for the previous year thanks to a decline in net sales. As a result, despitefavorable market conditions. Consequently, benefitting from the boost provided by the acquisition of Axis and the positive effectseffect of favorable currency exchange rates, net sales for the year decreased by 0.1%increased 2.0% year on year to ¥3,727.3 billion.¥3,800,271 million. The gross profit ratio however,for the year rose 1.7 points1.0 point year on year to 49.9%50.9% thanks to the effects of ongoing cost-cutting efforts along withactivities and highly profitable new products. Operating expenses increased 5.4% year on year to ¥1,579,174 million owing to such factors as the depreciation of the yen. Despite an increase in foreign-currency-denominated operating expenses after conversion into yen due to the depreciation of the yen, Group-wide efforts to reduce spending contributed to limiting operating expenses to ¥1,498.0 billion,along with the impact of the acquisition of Axis and an increase of just 2.5% year on year.in R&D expenses related to new products. As a result, operating profit increaseddecreased by 7.8% year on year2.3% to ¥363.5 billion.¥355,210 million. Other income increased(deductions) decreased by ¥9.4 billion¥27,522 million due to foreign currency exchange gains whilelosses, leading to a year-on-year decline in income before income taxes increased by 10.3%of 9.3% to ¥383.2 billion. Net¥347,438 million, and a decrease in net income attributable to Canon Inc. increased by 10.5%of 13.6% to ¥254.8 billion. Accordingly, despite the slight decline in net sales, Canon achieved profit growth.¥220,209 million.

Key performance indicators

The 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

 

 2014 2013 2012 2011 2010  2015 2014 2013 2012 2011 

Net sales (Millions of yen)

 ¥3,727,252  ¥3,731,380  ¥3,479,788  ¥3,557,433  ¥3,706,901  ¥3,800,271   ¥3,727,252   ¥3,731,380   ¥3,479,788   ¥3,557,433  

Gross profit to net sales ratio

  49.9  48.2  47.4  48.8  48.1  50.9  49.9  48.2  47.4  48.8

R&D expense to net sales ratio

  8.3  8.2  8.5  8.7  8.5  8.6  8.3  8.2  8.5  8.7

Operating profit to net sales ratio

  9.8  9.0  9.3  10.6  10.5  9.3  9.8  9.0  9.3  10.6

Inventory turnover measured in days

  50 days    52 days    57 days    46 days    35 days    47 days    50 days    52 days    57 days    46 days  

Debt to total assets ratio

  0.0  0.1  0.1  0.3  0.3  0.0  0.0  0.1  0.1  0.3

Canon Inc. stockholders’ equity to total
assets ratio

  66.8  68.6  65.7  64.9  66.4

Canon Inc. shareholders’ equity to total assets ratio

  67.0  66.8  68.6  65.7  64.9

 

Note:Inventory turnover measured in days is determined by: Inventory divided by net sales for the previous six months, multiplied by 182.5.

Revenues

As Canon pursues the goal to become a truly excellent global company, one indicator upon which Canon’s management places strong emphasis is revenue. The following are some of the KPIs related 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 lesser extent, provision of services associated with its products. Sales vary depending on such factors as product demand, the number and size of transactions within the reporting period, market acceptance for new products, and changes in sales prices. Other factors involved are market share and market environment. In addition, management considers the evaluation of net sales by segment to be important for the purpose of assessing Canon’s sales performance in various segments, taking into account recent market trends.

Gross profit ratio (ratio of gross profit to net sales) is another KPI for Canon. Through its reforms of product development, Canon has been striving to shorten product development lead times in order to launch new, competitively priced products at a faster pace. Furthermore, Canon has further achieved cost reductions through enhancement of efficiency in its production. Canon believes that these achievements have contributed to improving Canon’s gross profit ratio, and will continue pursuing the curtailment of product development lead times and reductions of production costs.

Operating profit ratio (ratio of operating profit to net sales) and R&D expense to net sales ratio are considered to be KPIs by Canon. Canon is focusing on two areas for improvement. Canon is striving to control and reduce its selling, general and administrative expenses as its first key point. Secondly, Canon’s R&D policy is designed to maintain adequate spending in core technology to sustain Canon’s leading position in its current business areas and to exploit opportunities in other markets. Canon believes such investments will create 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 KPIs relating to cash flow management that Canon’s management believes to be important.

Inventory turnover measured in days is a KPI because it measures the efficiency of supply chain management. Inventories have inherent risks of becoming obsolete, physically damaged or otherwise decreasing significantly in value, which may adversely affect Canon’s operating results. To mitigate these risks, management believes that it is crucial to continue reducing work-in-process inventories by decreasing production lead times in order to promptly recover related product expenses, while balancing risks of supply chain disruptions by optimizing finished goods inventories in order to avoid losing potential sales opportunities.

Canon’s 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 like Canon, it generally takes considerable time to realize profit from a business due to lead times required for R&D, manufacturing and sales has to be followed for success. Therefore, management believes that it is important to have sufficient financial strength so that the Company does not have to rely on external funds. Canon has continued to reduce its dependency on external funds for capital investments in favor of generating the necessary funds from its own operations.

Canon Inc. stockholders’shareholders’ equity to total assets ratio is another KPI for Canon. Canon believes that its stockholders’shareholders’ equity to total assets ratio measures its long-term sustainability. Canon also believes that achieving a high or rising stockholders’shareholders’ equity ratio indicates that Canon has maintained a strong financial position or further improved its ability to fund debt obligations and other unexpected expenses. In the long-term, Canon’s management believes a high stockholders’shareholders’ equity ratio will enable the company to maintain a high level of stable investments for its future operations and development. As Canon puts strong emphasis on its R&D activities, management believes that it is important to maintain a stable financial base and, accordingly, a high level of its stockholders’shareholders’ 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 (“GAAP”) and based on the selection and application of significant accounting policies which require management to make significant estimates and assumptions. These estimates and assumptions include future market conditions, net sales growth rate, gross margin and discount rate. Though Canon believes that the estimates and assumptions are reasonable, actual future results may differ from these 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 office and imaging system products, equipment, supplies, and related services under separate contractual arrangements. Canon recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and title and risk of loss have been transferred to the customer or services have been rendered, the sales price is fixed or determinable, and collectibility is probable.

Revenue from sales of office products, such as office MFDs and laser printers, and imaging system products, such as digital cameras and inkjet printers, 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 semiconductor lithography equipment and FPD lithography equipment that are sold with customer acceptance provisions related to their functionality, is recognized when the equipment is installed at the customer site and the specific criteria of the equipment functionality are successfully tested and demonstrated by Canon. Service revenue is derived primarily from separately priced product maintenance contracts on equipment sold to customers and is measured at the stated amount of the contract and recognized as services are provided.

Canon also offers separately priced product maintenance contracts for most office products, for which the customer typically pays a stated base service fee plus a variable amount based on usage. Revenue from these service maintenance contracts is measured at the stated amount of the contract and recognized as services are provided and variable amounts are earned.

Revenue from the sale of equipment under sales-type leases is recognized at the inception of the lease. Income on sales-type leases and direct-financing leases is recognized over the life of each respective lease using the interest method. Leases not qualifying as sales-type leases or direct-financing leases are accounted for as operating leases and the related revenue is recognized ratably over the lease term. When equipment leases are bundled with product maintenance contracts, revenue is first allocated considering the relative fair value of the lease and non-lease deliverables based upon the estimated relative fair values of each element. Lease deliverables generally include equipment, financing and executory costs, while non-lease deliverables generally consist of product maintenance contracts and supplies.

For all other arrangements with multiple elements, Canon allocates revenue to each element based on its relative selling price if such element meets the criteria for treatment as a separate unit of accounting. Otherwise, revenue is deferred until the undelivered elements are fulfilled and accounted for as a single unit of accounting.

Canon records estimated reductions to sales at the time of sale for sales incentive programs including product discounts, customer promotions and volume-based rebates. Estimated reductions to 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. In 2011, the sales incentive program accruals were quite difficult to estimate

compared to prior years because of the significant fluctuation in consumer product supplies from our manufacturing facilities, due to the earthquake in Japan and the flooding in Thailand. Although Canon utilized available data to produce its best estimate of promotion payments to be claimed in 2012, actual claims in 2012 were not as high as Canon had estimated. Moreover, in recent years, as a result of the market conditions and customer preferences, usage of incentive programs has shifted from mail-in rebates to instant rebates. Accordingly, the historical data relating to mail-in-rebates could not be used to determine instant rebates. Given the limited experience with instant rebates, this led Canon to maintain its estimated accruals for a longer period of time. As 2012 progressed and new information became available, Canon reviewed the 2011 accrual balance in order to determine whether the accrual needed to be revised during 2012. By using new additional statistical information and gathering sales and inventory data from customers, Canon was able to revise its estimates.

Estimated product warranty costs are recorded at the time revenue is recognized and are included in selling, general and administrative expenses. Estimates for accrued product warranty costs are based on historical experience, and are affected by ongoing product failure rates, specific product class failures outside of the baseline experience, material usage and service delivery costs incurred in correcting a product failure.

Allowance for doubtful receivables

Allowance for doubtful receivables is determined using a combination of factors to ensure that Canon’s trade and financing receivables are not overstated due to uncollectibility. These factors include the length of time receivables are past due, the credit quality of customers, macroeconomic conditions and historical experience. Also, Canon records specific reserves for individual accounts when Canon becomes aware of a customer’s inability to meet its financial obligations to Canon, due for example to bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted.

Valuation of inventories

Inventories are stated at the lower of cost or market value. Cost is determined by the average method for domestic inventories and principally 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.

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. 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. Determining the fair value of the asset involves the use of estimates and assumptions.

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.

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. Canon performs its impairment test of goodwill using the two-step approach at the reporting unit level, which is one level below the operating segment level. All goodwill is assigned to the reporting unit or units that benefit from the synergies arising from each business combination. If the carrying amount assigned to the reporting unit exceeds the fair value of the reporting unit, Canon performs the second step to measure an impairment charge in the amount by which the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. Fair value of a reporting unit is determined primarily based on the discounted cash flow analysis which involves estimates of projected future cash flows and discount rates. Estimates of projected future cash flows are primarily based on Canon’s forecast of future growth rates. Estimates of discount rates are determined based on the weighted average cost of capital, which considers primarily market and industry data as well as specific risk factors. Canon has completed its impairment test in the fourth quarter of 2015 and determined that there were no reporting units that were at risk of failing the impairment test as the fair value of each reporting unit exceeded its respective carrying amount. Intangible assets with finite useful lives consist primarily of software, trademarks, patents and developed technology, license fees patented technologies and customer relationships. Software and license feesrelationships, which are amortized using the straight-line method over themethod. The estimated useful lives which range primarilyof software are from 3 years to 5 years, for softwaretrademarks are 15 years, patents and 5developed technology are from 7 years to 1016 years, for license fees. Patented technologiesfees are amortized using the straight-line method principally over the estimated useful lives, which range7 years, and customer relationships are from 8 years to 16 years. Customer relationships are amortized principally using the declining-balance method over the estimated useful life of 5 years.15 years, respectively.

Income tax uncertainties

Canon considers many factors when evaluating and estimating income tax uncertainties. These factors include an evaluation of the technical merits of the tax positions as well as the amounts and probabilities of the outcomes that could be realized upon settlement. The actual resolutions of those uncertainties will inevitably differ from those estimates, and such differences may be material to the financial statements.

Valuation of deferred tax assets

Canon currently has significant deferred tax assets, which are subject to periodic recoverability assessments. Realization of Canon’s deferred tax assets is principally dependent upon its achievement of projected future taxable income. Canon’s judgments regarding future profitability may change due to future market conditions, its ability to continue to successfully execute its operating restructuring activities and other factors. Any changes in these factors may require possible recognition of significant valuation allowances to reduce the net carrying value of these deferred tax asset balances. When Canon determines that certain deferred tax assets may not be recoverable, the amounts, which may not be realized, are charged to income tax expense and will adversely affect net income.

Employee retirement and severance benefit plans

Canon has significant employee retirement and severance benefit obligations that are recognized based on actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets. Management must consider current market conditions, including changes in interest rates, in selecting these assumptions. Other assumptions include assumed rate of increase in compensation levels,

mortality rate, and withdrawal rate. Changes in assumptions inherent in the valuation are reasonably likely to occur from period to period. Actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect future pension expenses. While management believes that the assumptions used are appropriate, the differences may affect employee retirement and severance benefit costs in the future.

In preparing its financial statements for 2014,2015, Canon estimated a weighted-average discount rate used to determine benefit obligations of 1.1% for Japanese plans and 2.9%3.0% for foreign plans and a weighted-average expected long-term rate of return on plan assets of 3.1% for Japanese plans and 4.9%5.6% for foreign plans. In estimating the discount rate, Canon uses available information about rates of return on high-quality fixed-income

government 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 management’s 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. For 2014,2015, a decrease of 50 basis points in the discount rate increases the projected benefit obligation by approximately ¥91,609¥92,006 million. The net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, is deferred until subsequent periods.

Decreases in expected returns on plan assets may increase net periodic benefit cost by decreasing the 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 2014,2015, a change of 50 basis points in the expected long-term rate of return on plan assets would cause a change of approximately ¥4,218¥4,222 million in net periodic benefit cost. Canon multiplies management’s 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 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 future pension expense.

Canon recognizes the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of its pension plans in its consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive income (loss), net of tax.

Consolidated results of operations

2015 compared with 2014

Summarized results of operations for 2015 and 2014 are as follows:

   2015   Change  2014 
   (Millions of yen, except per share
amounts and percentage data)
 

Net sales

  ¥3,800,271     +2.0 ¥3,727,252  

Operating profit

   355,210     -2.3    363,489  

Income before income taxes

   347,438     -9.3    383,239  

Net income attributable to Canon Inc.

   220,209     -13.6    254,797  

Net income attributable to Canon Inc. shareholders per share:

     

Basic

   201.65     -12.0    229.03  

Diluted

   201.65     -12.0    229.03  

Note: See notes to Item 3A “Selected Financial Data”.

Sales

The shrinking market for digital compact cameras and the slowing growth of China’s economy led to a major decline in net sales in Imaging System Business Unit. However, due to steady demand for color-model office MFDs and color-model light-production printing systems, benefitting from the boost provided by the acquisition of Axis and the positive effect of favorable currency exchange rates, Canon’s consolidated net sales in 2015 totaled ¥3,800,271 million, an increase of 2.0% from the previous year.

Overseas operations are significant to Canon’s operating results and generated 81.2% of total net sales in 2015. Such sales are denominated in the applicable local currency and are subject to fluctuations in the value of the yen relative to those currencies. Despite efforts to reduce the impact of currency fluctuations on operating results, including localization of manufacturing in some regions along with procuring parts and materials from overseas suppliers, Canon believes such fluctuations have had and will continue to have a significant effect on its results of operations.

The average value of the yen during the year was ¥121.13 against the U.S. dollar, a year-on-year depreciation of approximately ¥15, and ¥134.20 against the euro, a year-on-year appreciation of approximately ¥6. The effects of foreign exchange rate fluctuations positively affected net sales by approximately ¥146,800 million in 2015. This favorable impact consisted of approximately ¥44,800 million of unfavorable impact for the euro denominated sales and favorable impact of ¥170,500 million for the U.S. dollar denominated sales, and ¥21,100 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. Many of these raw materials are subject to fluctuations in world market prices accompanied by fluctuations in foreign exchange rates that may affect Canon’s cost of sales. Other components of cost of sales include depreciation expenses, maintenance expenses, light and fuel expenses, and rent expenses. The ratio of cost of sales to net sales for 2015 and 2014 was 49.1% and 50.1%, respectively.

Gross profit

Canon’s gross profit in 2015 increased by 3.9% to ¥1,934,384 million from 2014. The gross profit ratio also increased by 1.0 points year on year to 50.9%. The increase in the gross profit ratio reflects ongoing cost-cutting activities and highly profitable new products.

Operating expenses

The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. Operating expenses increased 5.4% year on year to ¥1,579,174 million owing to such factors as the increase in foreign-currency-denominated operating expenses after conversion into yen due to the depreciation of the yen, additional operating expenses after the acquisition of Axis and an increase in R&D expenses related to new products.

Operating profit

Operating profit in 2015 decreased 2.3% from 2014 to a total of ¥355,210 million. The ratio of operating profit to net sales decreased 0.5% to 9.3% from 2014.

Other income (deductions)

Other income (deductions) for 2015 decreased ¥27,522 million, mainly due to foreign currency exchange losses.

Income before income taxes

Income before income taxes in 2015 was ¥347,438 million, a decrease of 9.3% from 2014, and constituted 9.1% of net sales.

Income taxes

Provision for income taxes in 2015 decreased by ¥1,895 million from 2014. The effective tax rate for 2015 was 33.4%, which was lower than the statutory tax rate in Japan. This was mainly due to the tax credit for R&D expenses.

Net income attributable to Canon Inc.

As a result, net income attributable to Canon Inc. in 2015 decreased by 13.6% to ¥220,209 million, which represents 5.8% of net sales.

Segment information

Canon divides its businesses into three segments: the Office Business Unit, the Imaging System Business Unit and the Industry and Others Business Unit.

The Office Business Unit mainly includes office multifunction devices (“MFDs”), laser multifunction printers (“MFPs”), laser printers, digital production printing systems, high speed continuous feed printers, wide-format printers and document solutions.

The Imaging System Business Unit mainly includes interchangeable lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, Compact photo printers, inkjet printers, large-format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators.

The Industry and Others Business Unit mainly includes semiconductor lithography equipment, FPD (Flat panel display) lithography equipment, digital radiography systems, ophthalmic equipment, vacuum thin-film deposition equipment, organic LED (“OLED”) panel manufacturing equipment, die bonders, micromotors, network cameras, handy terminals and document scanners.

Sales by segment

Please refer to the table of sales by segment in Note 21 of the Notes to Consolidated Financial Statements.

Canon’s sales by segment are summarized as follows:

   2015    Change    2014 
   (Millions of yen, except percentage data) 

Office

  ¥2,110,816    +1.5 ¥2,078,732  

Imaging System

   1,263,835    -5.9    1,343,194  

Industry and Others

   524,651    +31.6    398,765  

Eliminations

   (99,031      (93,439
  

 

 

  

 

 

  

 

 

 

Total

  ¥3,800,271    +2.0 ¥3,727,252  
  

 

 

  

 

 

  

 

 

 

Within the Office Business Unit, as for office MFDs, thanks to strong sales of color models led by new small-office/home-office color A3 (12”x18”) imageRUNNER ADVANCE C3300-series models and imagePRESS C800/700-series color digital presses targeting the light production market, unit sales of color models increased compared with the previous year, as did unit sales for the segment overall, including monochrome models, which had been facing decreasing demand. Among high-speed continuous-feed printers,

the new Océ-produced VarioPrint i300, Canon’s first high-speed sheet-fed color inkjet press, gained favorable reviews. As for laser printers, total sales volume decreased due to declining demand in emerging countries. Those factors, coupled with the positive effect of favorable currency exchange rates, resulted in sales for the business unit totaling ¥2,110,816 million, a year-on-year increase of 1.5%, while operating profit totaled ¥290,586 million, a year-on-year decrease of 0.5%.

Within the Imaging System Business Unit, although total sales volume of interchangeable-lens digital cameras declined due to currency depreciations in emerging countries and the slowdown of China’s economy, there were positive signs of a recovery in sales in the U.S. and Japan. Additionally, sales have been strong for such models as the EOS 5DS and EOS 5DS R digital SLR cameras, which deliver the highest resolution of any model in the history of EOS cameras. As for digital compact cameras, while sales volume declined amid the ongoing contraction of the market, the ratio of more profitable high-added-value models increased owing to efforts to strengthen the lineup of PowerShot G-series models. As for inkjet printers, although Canon has been working to expand sales through the Company’s broad product lineup, ranging from home-use printers to MAXIFY-series business models, total sales volume declined due to the significant impact of shrinking markets, mainly in Asia. In contrast, sales of consumable supplies enjoyed solid demand. As a result, sales for the business unit totaled ¥1,263,835 million, a year-on-year decrease of 5.9%, while operating profit totaled ¥183,439 million, declining 5.7% year on year.

In the Industry and Others Business Unit, within the semiconductor lithography equipment segment, unit sales increased owing to strong capital investment in response to growing demand for memory devices used in mobile devices such as smartphones, and in cloud servers, along with increased demand for on-board automotive devices and for communication devices supporting the development of the Internet of Things (“IoT”). Unit sales of FPD lithography equipment also increased, particularly systems used in the fabrication of large-size panels. Consequently, along with the impact of the acquisition of Axis, which was consolidated in the second quarter, sales for the business unit increased 31.6% year on year to ¥524,651 million. As for operating profit, although it improved by ¥8,722 million compared with the previous year, the business unit was in the red by ¥13,079 million due to upfront investment in next-generation technologies and new businesses.

Intersegment sales of ¥99,031 million, representing 2.6% of total sales, are eliminated from total sales for the three segments, and are described as “Eliminations”.

Sales by geographic area

Please refer to the table of sales by geographic area in Note 21 of the Notes to Consolidated Financial Statements.

A summary of net sales by geographic area in 2015 and 2014 is provided below:

                                                               
   2015     Change    2014 
   (Millions of yen, except percentage data) 

Japan

  ¥714,280     -1.4 ¥724,317  

Americas

   1,144,422     +10.4    1,036,500  

Europe

   1,074,366     -1.5    1,090,484  

Asia and Oceania

   867,203     -1.0    875,951  
  

 

 

   

 

 

  

 

 

 

Total

  ¥3,800,271     +2.0 ¥3,727,252  
  

 

 

   

 

 

  

 

 

 

Note:This summary of net sales by geographic area is determined by the location where the product is shipped to the customers.

A geographical analysis indicates that net sales in 2015 are summarized as follows.

In Japan, net sales decreased 1.4% from the previous year due mainly to the rush in demand during the first quarter of the previous year that preceded the country’s consumption tax increase.

In the Americas, net sales increased 10.4% from the previous year owing to the positive effects of favorable currency exchange rates along with the consolidation of new businesses.

In Europe, despite the solid demand for office MFDs and laser printers along with the consolidation of new businesses, sales decreased by 1.5% from the previous year due to the negative effect of the appreciation of the yen.

In Asia and Oceania, despite the positive impact of depreciation of the yen, net sales decreased by 1.0% from the previous year owing to the economic stagnation in China and Southeast Asian countries.

Operating profit by segment

Please refer to the table of segment information in Note 21 of the Notes to Consolidated Financial Statements.

Operating profit for the Office Business Unit in 2015 decreased by 0.5% to ¥290,586 million, owing to the increase in R&D and other expenses.

Despite operating profit for the Imaging System Business Unit in 2015 decreased by 5.7% from the previous year to ¥183,439 million, in response to the sales decline, operating profit ratio remained at the same level year on year, owing to the improvement in profitability from the sales shift to high-added-value models in camera, along with the positive effects of favorable currency exchange rates.

Operating profit for the Industry and Others Business Unit in 2015, despite an improvement from the previous year resulted from sales increase, recorded a loss of ¥13,079 million due to upfront investment in next-generation technologies and new businesses.

2014 compared with 2013

Summarized results of operations for 2014 and 2013 are as follows:

 

                                                               
  2014     Change   2013   2014     Change   2013 
  (Millions of yen, except per share
amounts and percentage data)
   (Millions of yen, except per share
amounts and percentage data)
 

Net sales

  ¥3,727,252    -0.1 ¥3,731,380    ¥3,727,252     -0.1 ¥3,731,380  

Operating profit

   363,489    +7.8   337,277     363,489     +7.8    337,277  

Income before income taxes

   383,239    +10.3   347,604     383,239     +10.3    347,604  

Net income attributable to Canon Inc.

   254,797    +10.5   230,483     254,797     +10.5    230,483  

Net income attributable to Canon Inc. stockholders per share:

     

Net income attributable to Canon Inc. shareholders per share:

     

Basic

   229.03    +14.1   200.78     229.03     +14.1    200.78  

Diluted

   229.03    +14.1   200.78     229.03     +14.1    200.78  

Note: See notes to Item 3A “Selected Financial Data”.

Sales

The shrinking market for interchangeable-lens digital cameras and digital compact cameras, and less-than-expected demand during the year-end shopping season led to a major decline in net sales in Imaging System

Business Unit. However, due to the stable demand for MFDs and laser printers, and industrial equipment sales along with the positive effects of favorable currency exchange rates, Canon’s consolidated net sales in 2014 totaled ¥3,727,252 million, a slight decrease of 0.1% from the previous year.

Overseas operations are significant to Canon’s operating results and generated 80.6% of total net sales in 2014. Such sales are denominated in the applicable local currency and are subject to fluctuations in the value of

the yen relative to those currencies. Despite efforts to reduce the impact of currency fluctuations on operating results, including localization of manufacturing in some regions along with procuring parts and materials from overseas suppliers, Canon believes such fluctuations have had and will continue to have a significant effect on its results of operations.

The average value of the yen during the year was ¥106.18 against the U.S. dollar, a year-on-year depreciation of approximately ¥8, and ¥140.62 against the euro, a year-on-year depreciation of approximately ¥11. The effects of foreign exchange rate fluctuations positively affected net sales by approximately ¥186,000 million in 2014. This favorable impact consisted of approximately ¥98,200 million for the U.S. dollar denominated sales, ¥66,800 million for the euro denominated sales and ¥21,000 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. Many of these raw materials are subject to fluctuations in world market prices accompanied by fluctuations in foreign exchange rates that may affect Canon’s cost of sales. Other components of cost of sales include depreciation expenses, maintenance expenses, light and fuel expenses, and rent expenses. The ratio of cost of sales to net sales for 2014 and 2013 was 50.1% and 51.8%, respectively.

Gross profit

Canon’s gross profit in 2014 increased by 3.5% to ¥1,861,472 million from 2013. The gross profit ratio also increased by 1.7 points year on year to 49.9%. The increase in the gross profit ratio reflects ongoing cost-cutting efforts along with the positive effects of the depreciation of the yen.

Operating expenses

The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. Despite the negative effect of depreciation of the yen, group-wide efforts to thoroughly reduce spending contributed to limit the increase year on year to 2.5% to a total of ¥1,497,983 million.

Operating profit

Operating profit in 2014 increased 7.8% from 2013 to a total of ¥363,489 million. The ratio of operating profit to net sales increased 0.8% to 9.8% from 2013.

Other income (deductions)

Other income (deductions) for 2014 increased ¥9,423 million to ¥19,750 million, mainly due to foreign currency exchange gain.

Income before income taxes

Income before income taxes in 2014 was ¥383,239 million, an increase of 10.3% from 2013, and constituted 10.3% of net sales.

Income taxes

Provision for income taxes in 2014 increased by ¥9,912 million from 2013. The effective tax rate during 2014 remained consistent with 2013. The effective tax rate for 2014 was 30.8%, which was lower than the statutory tax rate in Japan. This was mainly due to the tax credit for R&D expenses.

Net income attributable to Canon Inc.

As a result, net income attributable to Canon Inc. in 2014 increased by 10.5% to ¥254,797 million, which represents 6.8% of net sales.

Segment information

Canon divides its businesses into three segments: the Office Business Unit, the Imaging System Business Unit and the Industry and Others Business Unit.

 

The Office Business Unit mainly includes office multifunction devices (“MFDs”), laser multifunction printers (“MFPs”), laser printers, digital production printing systems, high speed continuous feed printers, wide-format printers and document solutions.

The Imaging System Business Unit mainly includes interchangeable lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, inkjet printers, large-format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators.

The Industry and Others Business Unit mainly includes semiconductor lithography equipment, FPD (Flat panel display) lithography equipment, digital radiography systems, ophthalmic equipment, vacuum thin-film deposition equipment, organic LED (“OLED”) panel manufacturing equipment, die bonders, micromotors, network cameras, handy terminals and document scanners.

Sales by segment

Please refer to the table of sales by segment in Note 21 of the Notes to Consolidated Financial Statements.

Canon’s sales by segment are summarized as follows:

 

                                                               
   2014    Change    2013 
   (Millions of yen, except percentage data) 

Office

  ¥2,078,732    +3.9 ¥2,000,073  

Imaging System

   1,343,194    -7.3    1,448,938  

Industry and Others

   398,765    +6.4    374,870  

Eliminations

   (93,439      (92,501
  

 

 

  

 

 

  

 

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380  
  

 

 

  

 

 

  

 

 

 

Within the Office Business Unit, office MFDs sales increased steadily from the year-ago period, led by healthy demand for new imageRUNNER ADVANCE C350/C250-series models, Canon’s first color A4 (letter and legal-sized)-model imageRUNNER ADVANCE machines, and the imagePRESS C800/C700, Canon’s first color models targeting the light production market, along with the A3 (12” x 18”)-model imageRUNNER ADVANCE C5200 series, which continues to be well accepted in the market. The Océ ColorStream 3000 series of high-speed continuous-feed printers continued to enjoy solid sales growth from the previous year. Among laser printers, although color models and multifunction models recorded sales growth, total sales volume decreased slightly from the year-ago period owing to the decrease in demand for monochrome models in European and other markets that have suffered prolonged economic stagnation. As a result, coupled with the positive effects of favorable currency exchange rates, sales for the business unit totaled ¥2,078.7 billion, a year-on-year increase of 3.9%, while operating profit totaled ¥292.1 billion, an increase of 9.4%.

Within the Imaging System Business Unit, although sales volume of interchangeable-lens digital cameras declined owing to the shrinking market—in Japan as a result of the reaction following the rush in demand prior to the consumption tax increase, and in Europe and other markets due to worsening economic conditions—the advanced-amateur-model EOS 7D Mark II achieved healthy growth, enabling Canon to maintain the market’s top

share. Despite a decline in total sales volume for digital compact cameras, sales of high-added-value models featuring high image quality and high-magnification zoom capabilities, such as the PowerShot G7 X and PowerShot SX60 HS/SX700 HS, recorded solid growth, contributing to an improvement in profitability. Inkjet printer hardware sales increased for the fourth quarter from the year-ago period thanks to the introduction of new products for the year-end shopping season and marketing tailored to geographical characteristics, but sales volume for the year decreased due to economic sluggishness in Asia and Europe. Sales of consumable supplies increased from the previous year owing to the steady accumulation of printer units currently operating in the market. As a result, including the positive effect of favorable currency change rates, sales for the business unit decreased by 7.3% to ¥1,343.2 billion year on year, while operating profit declined 4.5% to ¥194.6 billion.

In the Industry and Others Business Unit, ongoing investment following the recovery in the second half of the previous year by memory device manufacturers led to increased unit sales of semiconductor lithography equipment for memory devices and image sensors. Amid increasing market demand for higher definition tools, lithography systems for the creation of high-definition mid- and small-size panels, in addition to a model introduced in the second half of the previous year for large panels, recorded healthy growth, contributing to the boosting of both sales volume and market share. In medical equipment, sales volume of new digital radiography systems, including wireless static-image models and models capable of capturing dynamic images, grew steadily, fueling sales growth. Consequently, sales for the business unit totaled ¥398.8 billion, an increase of 6.4% year on year, while operating profit, although showing an improvement from the previous year, recorded a loss of ¥21.8 billion owing to investment, including R&D expenses, into next-generation technologies.

Intersegment sales of ¥93,439 million, representing 2.5% of total sales, are eliminated from total sales for the three segments, and are described as “Eliminations”.

Sales by geographic area

Please refer to the table of sales by geographic area in Note 21 of the Notes to Consolidated Financial Statements.

A summary of net sales by geographic area in 2014 and 2013 is provided below:

 

                                                               
  2014     Change   2013   2014     Change   2013 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage��data) 

Japan

  ¥724,317    +1.2% ¥715,863    ¥724,317     +1.2 ¥715,863  

Americas

   1,036,500    -2.2    1,059,501     1,036,500     -2.2    1,059,501  

Europe

   1,090,484    -3.1    1,124,929     1,090,484     -3.1    1,124,929  

Asia and Oceania

   875,951    +5.4   831,087     875,951     +5.4    831,087  
  

 

   

 

  

 

   

 

   

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380    ¥3,727,252     -0.1 ¥3,731,380  
  

 

   

 

  

 

   

 

   

 

  

 

 

 

Note:This summary of net sales by geographic area is determined by the location where the product is shipped to the customers.

A geographical analysis indicates that net sales in 2014 are summarized as follows.

In Japan, although sales volume of digital compact cameras declined, net sales increased by 1.2% from the previous year due to solid growth in office MFDs.

In the Americas, despite the favorable effect from depreciation of the yen against U.S. dollar and solid demand for inkjet printers, net sales decreased by 2.2% from the previous year owing to the decline of compact digital camera market.

Despite the favorable effect from depreciation of the yen against euros and solid demand for office MFDs in sluggish economic condition, net sales decreased by 3.1% from the previous year due to the price reduction of interchangeable-lens digital cameras and shrinking of digital compact camera market in Europe.

In Asia and Oceania, although sales volume of interchangeable-lens digital cameras and digital compact cameras declined, net sales increased by 5.4% from the previous year due to solid demand for office MFDs coupled with the positive effects of depreciation of the yen.

Operating profit by segment

Please refer to the table of segment information in Note 21 of the Notes to Consolidated Financial Statements.

Operating profit for the Office Business Unit in 2014 increased by 9.4% to ¥292,057 million, resulting from the sales increase including the positive effects of favorable currency exchange rates.

Despite operating profit for the Imaging System Business Unit in 2014 decreased by 4.5% to ¥194,601 million, in response to the sales decline, operating profit ratio increased from previous year, owing to the improvement in profitability from the sales shift to high-added-value models in camera, along with the positive effects of favorable currency exchange rates.

Operating profit for the Industry and Others Business Unit in 2014, despite an improvement from the previous year resulted from sales increase, recorded a loss of ¥21,801 million owing to investment, including R&D expenses, into next-generation technologies.

2013 compared with 2012

Summarized results of operations for 2013 and 2012 are as follows:

   2013     Change    2012 
   (Millions of yen, except per share
amounts and percentage data)
 

Net sales

  ¥3,731,380    +7.2% ¥3,479,788  

Operating profit

   337,277    +4.1   323,856  

Income before income taxes

   347,604    +1.5   342,557  

Net income attributable to Canon Inc.

   230,483    +2.6   224,564  

Net income attributable to Canon Inc. stockholders per share:

     

Basic

   200.78    +4.9   191.34  

Diluted

   200.78    +4.9   191.34  

Note: See notes to Item 3A “Selected Financial Data”.

Sales

Canon’s consolidated net sales in 2013 totaled ¥3,731,380 million, representing a 7.2% increase from the previous year. This was realized through steady demands for MFDs and laser printers, along with an increase in sales of inkjet printers as well as the positive effects of favorable currency exchange rates, despite the decline in demand for digital compact cameras and industrial equipment.

Overseas operations are significant to Canon’s operating results and generated 80.8% of total net sales in 2013. Such sales are denominated in the applicable local currency and are subject to fluctuations in the value of the yen relative to those currencies. Despite efforts to reduce the impact of currency fluctuations on operating results, including localization of manufacturing in some regions along with procuring parts and materials from overseas suppliers, Canon believes such fluctuations have had and will continue to have a significant effect on its results of operations.

The average value of the yen during the year was ¥97.84 against the U.S. dollar, a year-on-year depreciation of approximately ¥18, and ¥130.01 against the euro, a year-on-year depreciation of approximately ¥27. The effects of foreign exchange rate fluctuations positively affected net sales by approximately ¥514,000 million in 2013. This favorable impact consisted of approximately ¥257,000 million for the U.S. dollar denominated sales, ¥193,600 million for the euro denominated sales and ¥63,400 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. Many of these raw materials are subject to fluctuations in world market prices accompanied by fluctuations in foreign exchange rates that may affect Canon’s cost of sales. Other components of cost of sales include depreciation expenses, maintenance expenses, light and fuel expenses, and rent expenses. The ratio of cost of sales to net sales for 2013 and 2012 was 51.8% and 52.6%, respectively.

Gross profit

Canon’s gross profit in 2013 increased by 9.0% to ¥1,798,421 million from 2012. The gross profit ratio also increased by 0.8 points year on year to 48.2%. The growth of gross profit ratio was achieved due to the cost reductions and production innovation along with the positive effects of the depreciation of the yen.

Operating expenses

The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. Despite group-wide efforts to thoroughly reduce spending, total operating expenses increased by 10.2% to ¥1,461,144 million in 2013 mainly due to the negative effect of depreciation of the yen.

Operating profit

Operating profit in 2013 increased 4.1% to a total of ¥337,277 million from 2012. The ratio of operating profit to net sales decreased 0.3% to 9.0% from 2012.

Other income (deductions)

Other income (deductions) for 2013 decreased ¥8,374 million to ¥10,327 million, owing primarily to foreign currency exchange losses.

Income before income taxes

Income before income taxes in 2013 was ¥347,604 million, an increase of 1.5% from 2012, and constituted 9.3% of net sales.

Income taxes

Provision for income taxes in 2013 decreased by ¥2,024 million from 2012. The effective tax rate during 2013 remained consistent with 2012. The effective tax rate for 2013 was 31.1%, which was lower than the statutory tax rate in Japan. This was mainly due to the tax credit for R&D expenses.

Net income attributable to Canon Inc.

As a result, net income attributable to Canon Inc. in 2013 increased by 2.6% to ¥230,483 million, which represents 6.2% of net sales.

Segment information

Canon divides its businesses into three segments: the Office Business Unit, the Imaging System Business Unit and the Industry and Others Business Unit.

The Office Business Unit mainly includes office multifunction devices (“MFDs”), laser multifunction printers (“MFPs”), laser printers, digital production printing systems, high speed continuous feed printers, wide-format printers and document solutions.

The Imaging System Business Unit mainly includes interchangeable lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, inkjet printers, large-format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators.

The Industry and Others Business Unit mainly includes semiconductor lithography equipment, FPD (Flat panel display) lithography equipment, digital radiography systems, ophthalmic equipment, vacuum thin-film deposition equipment, organic LED (“OLED”) panel manufacturing equipment, die bonders, micromotors, network cameras, handy terminals and document scanners.

Sales by segment

Please refer to the table of sales by segment in Note 21 of the Notes to Consolidated Financial Statements.

Canon’s sales by segment are summarized as follows:

   2013    Change    2012 
   (Millions of yen, except percentage data) 

Office

  ¥2,000,073   +13.8 ¥1,757,575  

Imaging System

   1,448,938   +3.1   1,405,971  

Industry and Others

   374,870   -8.1    407,840  

Eliminations

   (92,501      (91,598
  

 

 

  

 

 

  

 

 

 

Total

  ¥3,731,380   +7.2 ¥3,479,788  
  

 

 

  

 

 

  

 

 

 

Within the Office Business Unit, as for office MFDs, sales of color models increased from 2012 led by the imageRUNNER ADVANCE C5200/C2200 series. Results for high speed continuous feed printers and wide-format printers, sales of the Océ ColorStream 3000 series showed solid growth. With regard to laser printers, laser multifunction models recorded strong growth contributing to a year-on-year increase in sales volume. As a result, along with the positive effects of favorable currency exchange rates offset primarily due to decreased sales in monochrome printers, sales for the business unit totaled ¥2,000.1 billion in 2013, an increase of 13.8% year on year, while operating profit totaled ¥266.9 billion, increasing 31.1%.

Within the Imaging System Business Unit, interchangeable-lens digital cameras maintained their top market share despite the challenging environment, which was marked by a drop in demand in Europe and China due to the economic downturn, although demand in Japan continued to expand. In particular, the EOS 5D Mark III and 70D advanced-amateur-model digital SLR cameras continued to realize healthy growth. Furthermore, in Japan, the new entry-level EOS Digital Rebel SL1 and T5i cameras proved popular. As for digital compact cameras, although total sales volume declined due to the market slowdown and the increasing popularity of smartphones, sales volume increased from 2012 for high-added-value models incorporating features that differentiate them from smartphones, such as large-size image sensors and models like the PowerShot SX50 HS and SX510 HS, which feature high-magnification zoom lenses. With regard to inkjet printers, despite the harsh market environment due to the rapid fall in demand in emerging markets, sales volume showed solid growth thanks to efforts to boost sales through the introduction of new products offering enhanced support for cloud services. As a result, along with the positive effects of favorable currency exchange rates offset primarily due to decreased sales in lower-end compact digital cameras, sales for the business unit increased by 3.1% to ¥1,448.9 billion in 2013, while operating profit totaled ¥203.8 billion, a decrease of 3.1%.

In the Industry and Others Business Unit, within semiconductor lithography equipment, despite an increase in sales volume for memory devices in the latter half of 2013 fueled by renewed investment in capital expenditure by memory manufacturers, sales volumes for the year decreased slightly owing to restrained capital expenditure in the first half. As for FPD lithography equipment, sales volume remained the same as for the previous year amid the recovery in investment for large-size panels. With respect to medical equipment, sales volume for Canon’s mainstay digital radiography systems steadily increased. Consequently, sales for the business unit totaled ¥374.9 billion in 2013, a decrease of 8.1% year on year, while operating profit recorded a loss of ¥25.3 billion, declining by ¥31.2 billion from 2012.

Intersegment sales of ¥92,501 million, representing 2.4% of total sales, are eliminated from total sales for the three segments, and are described as “Eliminations”.

Sales by geographic area

Please refer to the table of sales by geographic area in Note 21 of the Notes to Consolidated Financial Statements.

A summary of net sales by geographic area in 2013 and 2012 is provided below:

   2013     Change    2012 
   (Millions of yen, except percentage data) 

Japan

  ¥715,863    -0.6 ¥720,286  

Americas

   1,059,501    +12.7   939,873  

Europe

   1,124,929    +10.9   1,014,038  

Asia and Oceania

   831,087    +3.2   805,591  
  

 

 

   

 

 

  

 

 

 

Total

  ¥3,731,380    +7.2% ¥3,479,788  
  

 

 

   

 

 

  

 

 

 

Note:This summary of net sales by geographic area is determined by the location where the product is shipped to the customers.

A geographical analysis indicates that net sales in 2013 increased in all areas except Japan.

In Japan, sales slightly decreased in 2013 due to the slowdown in the Industry and Others Business, although the interchangeable-lens digital cameras continued to expand.

In the Americas, despite the decline in sales of digital compact cameras from the previous year due to the significant slowdown in the market, the depreciation of the yen against the U.S. dollar along with increased sales of inkjet printers including consumable supplies, caused sales to increase by 12.7% in 2013.

In Europe, although sales of interchangeable lens digital cameras declined due to shifting to low-end models as well as declining sales of digital compact cameras owing to shrinking market, the effect of depreciation of the yen along with steady sales of inkjet printers and MFDs amid increasing uncertainty in European economy, caused sales to increase by 10.9% in 2013.

In Asia and Oceania, sales of interchangeable lens digital cameras, which have been an engine for solid growth in Asia and Oceania, showed a slowdown in growth. In addition sales of digital compact cameras and laser printers faced harsh conditions. Inkjet printers including consumable supplies, on the other hand, showed steady sales growth. Reflecting these factors and the effect of depreciation of the yen, net sales increased by 3.2% in 2013.

Operating profit by segment

Please refer to the table of segment information in Note 21 of the Notes to Consolidated Financial Statements.

Operating profit for the Office Business Unit in 2013 increased by ¥63,330 million to ¥266,908 million. This increase resulted from the sales increase.

Operating profit for the Imaging System Business Unit in 2013 decreased by ¥6,524 million to ¥203,794 million. This decrease resulted primarily from the increase in expense due to depreciation of the yen.

Operating profit for the Industry and Others Business Unit in 2013 declined by ¥31,241 million, largely owing to the decrease in sales.

Foreign operations and foreign currency transactions

Canon’s marketing activities are performed by subsidiaries in various regions in local currencies, while the cost of sales is generally in yen. Given Canon’s 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 consist principally of forward currency exchange contracts.

The operating profit on foreign operation sales is usually lower than that from domestic operations because foreign operations consist mainly of marketing activities. Marketing activities are generally less profitable than production activities, which are mainly conducted by the Company and its domestic subsidiaries. Please refer to the table of geographic information in Note 21 of the Notes to Consolidated Financial Statements.

B. Liquidity and capital resources

Cash and cash equivalents increaseddecreased by ¥55,671¥210,967 million to ¥844,580¥633,613 million in fiscal 20142015 compared to the previous year.year primarily due to the acquisition of Axis. Canon’s cash and cash equivalents are typicallyprimarily denominated in Japanese yen and in U.S. dollars, with the remainder denominated in other currencies.

Net cash provided by operating activities increaseddecreased by ¥76,285¥109,203 million to ¥583,927¥474,724 million in fiscal 20142015 compared to the previous year.year due to the decrease in profit along with the increase in working capital. The major component of Canon’s cash inflow is cash received from customers, and the major components of Canon’s cash outflow are payments for parts and materials, selling, general and administrative expenses, R&D expenses and income taxes.

For fiscal 2014,2015, cash inflow from operating activitiescash received from customers increased duethanks to the increasing profit as well as an improvement in working capital.sales growth. There were no significant changes in Canon’s collection rates. Cash outflow for payments for parts and materials decreased as a resultdue to efforts to reduce inventory level. Cash outflow for payments for selling, general and administrative expenses increased due to the translation effect on operating expenses denominated in foreign currencies that resulted from the depreciation of decreased inventory level.the yen. The increase also reflects the acquisition of Axis and other companies. Cash outflow for income taxes increased due to an increase in taxable income.

Net cash used in investing activities increased by ¥19,086¥184,321 million to ¥269,298¥453,619 million in fiscal 2014.2015. This mainly reflects the acquisition of Milestone Systems,Axis to enhance Canon’s network camera business, and several other companies. Purchases of fixed assets were focused on items relevant to new products.business.

Canon defines “free cash flow” as cash flows from operating activities less cash flows from investing activities. For fiscal 2014,2015, free cash flow totaled ¥314,629decreased by ¥293,524 million to ¥21,105 million as compared with ¥257,430¥314,629 million for fiscal 2013.2014. Canon’s management recognizes that constant and intensive investment in facilities and R&D is required to maintain and strengthen the competitiveness of its products. Canon has also commenced a public tender offer for allOn March 17, 2016, the Board of Directors of the issuedCompany approved an acquisition of Toshiba Medical Systems Corporation (“TMSC”) from Toshiba Corporation (“Toshiba”) to make TMSC a subsidiary, and concurrently it has entered into a share transfer agreement with Toshiba. The Company paid a total consideration of ¥665.5 billion for a right to acquire all the ordinary shares of Axis ABTMSC, which is exercisable upon the clearance of necessary competition regulatory authorities. The Company borrowed the consideration through bank borrowing of ¥660 billion provisionally, which is due on March 3, 2015, in orderSeptember 30, 2016. The Company plans to further ensuremake its goalfinal decision on whether to use own funds, borrowings or a combination of becomingboth, to fund the world leader in network surveillance camera systems for consideration of a maximum amount of approximately

23.6 billion Swedish krona (approximately ¥333.7 billion with translation at the rate of ¥14.13 = 1 Swedish krona).acquisition, by that time. Canon’s management seeks to meet its capital requirements including the acquisition of Axis AB, with generating cash flow principally from its operating activities. Therefore, its capital resources are primarily sourced from internally generated funds. Accordingly, Canon includes information with regard to free cash flow as management frequently monitors this indicator, and believes that such indicator is beneficial to an investor’s understanding. Furthermore, Canon’s management believes that this indicator is significant in understanding Canon’s current liquidity and the alternatives of use in financing activities because it takes into consideration its operating and investing activities. Canon refers to this indicator together with relevant U.S. GAAP financial measures shown in its consolidated statements of cash flows and consolidated balance sheets for cash availability analysis.

Net cash used in financing activities totaled ¥300,886¥210,202 million in fiscal 2014,2015, mainly resulting from repurchasethe dividend payout of treasury stock of ¥149,813 million, and dividends of ¥145,790¥174,711 million. The Company paid dividends in fiscal 20142015 of ¥130.00¥160.00 per share.

To the extent Canon relies on external funding for its liquidity and capital requirements, it generally has access to various funding sources, including the 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 Canon’s liquidity or long-term funding in the future.

Short-term loans (including the current portion of long-term debt) amounted to ¥688 million at December 31, 2015 compared with ¥1,018 million at December 31, 2014 compared with ¥1,299 million at December 31, 2013.2014. Long-term debt (excluding the current portion) amounted to ¥881 million at December 31, 2015 compared with ¥1,148 million at December 31, 2014 compared with ¥1,448 million at December 31, 2013.2014.

Canon’s long-term debt mainly consists of lease obligations.

In order to facilitate access to global capital markets, Canon obtains credit ratings from two rating agencies: Moody’s Investors Services, Inc. (“Moody’s”) and Standard and Poor’s Ratings Services (“S&P”). In addition, Canon maintains a rating from Rating and Investment Information, Inc. (“R&I”), a rating agency in Japan, for access to the Japanese capital market.

As of March 13, 2015,11, 2016, Canon’s debt ratings are: Moody’s: Aa1 (long-term); S&P: AA (long-term), A-1+ (short-term); and R&I: AA+ (long-term). Canon does not have any rating downgrade triggers that would accelerate the maturity of a material amount of its debt. A downgrade in Canon’s credit ratings or outlook could, however, increase the cost of its borrowings.

Canon’s management policy in recent periods to optimize inventory levels is intended to maintain an appropriate balance among relevant imperatives, including minimizing working capital, avoiding undue exposure to the risk of inventory obsolescence, and maintaining the ability to sustain sales despite the occurrence of unexpected disasters.

Reflecting the foregoing circumstances, Canon’s total inventory turnover ratios were 47, 50, 52, and 5752 days at the end of the fiscal years 2015, 2014, 2013, and 2012,2013, respectively and the improvements over the last three years are in line with Canon’s expectations and its revised inventory management policy.

Increase in property, plant and equipment on an accrual basis in 20142015 amounted to ¥182,343¥195,120 million compared with ¥182,343 million in 2014 and ¥188,826 million in 2013 and ¥270,457 million in 2012.2013. For 2015,2016, Canon projects its increase in property, plant and equipment will be approximately ¥205,000¥230,000 million.

Employer contributions to Canon’s worldwide defined benefit pension plans were ¥19,565 million in 2015, ¥22,146 million in 2014 and ¥48,515 million in 2013 and ¥30,421 million in 2012.2013. Employer contributions to Canon’s worldwide defined

contribution pension plans were ¥17,277 million in 2015, ¥15,077 million in 2014, and ¥14,383 million in 2013, and ¥13,021 million in 2012.2013. In addition, employer contributions to the multiemployer pension plan in whichof certain subsidiaries were ¥3,864 million in Netherlands participated were2015 and ¥2,815 million in 2014.

Working capital in 2014 increased2015 decreased by ¥32,919¥228,704 million to ¥1,470,554¥1,241,850 million, compared with ¥1,470,554 million in 2014 and ¥1,437,635 million in 2013 and ¥1,237,821 million in 2012.2013. Canon believes its working capital will be sufficient for its requirements for the foreseeable future. Canon’s capital requirements are primarily dependent on management’s business plans regarding the levels and timing of purchases of fixed assets and investments. The working capital ratio (ratio of current assets to current liabilities) for 2015 was 2.52 compared to 2.60 for 2014 was 2.60 comparedand to 2.69 for 2013 and to 2.47 for 2012.2013.

Return on assets (net income attributable to Canon Inc. divided by the average of total assets) was 5.0% in 2015, compared to 5.9% in 2014 compared toand 5.6% in 2013 and 5.7% in 2012.2013.

Return on Canon Inc. stockholders’shareholders’ equity (net income attributable to Canon Inc. divided by the average of total Canon Inc. stockholders’shareholders’ equity) was 7.4% in 2015 compared with 8.7% in 2014 compared withand 8.4% in 2013 and 8.7% in 2012.2013.

The debt to total assets ratio was 0.0%, 0.1%0.0% and 0.1% as of December 31, 2015, 2014 2013 and 2012,2013, respectively. Canon had short-term loans and long-term debt of ¥1,569 million as of December 31, 2015, ¥2,166 million as of December 31, 2014 and ¥2,747 million as of December 31, 2013 and ¥3,983 million as of December 31, 2012.2013.

C. Research and development, patents and licenses

Year 20142015 marks the fourthlast year of the Excellent Global Corporation Plan, Canon’s 5-year (2011-2015) management plan. The slogan of the fourth phase (“Phase IV”) is “Aiming for the Summit-SpeedSummit—Speed & Sound Growth” and there are three core strategies related to R&D:

 

Achieve the overwhelming No.1 position in all core businesses and expand related and peripheral businesses;

Develop new business through globalized diversification and establish the Three Regional Headquarters management system; and

Build the foundations of an environmentally advanced corporation.

Canon has been striving to implement the three R&D related strategies as follows:

 

Achieve the overwhelming No.1 position in all core businesses and expand related and peripheral businesses: Continue to introduce competitive products through innovation and aim at gaining profit through solutions and services.

Develop new business through globalized diversification and establish the Three Regional Headquarters management system: Reinforce the businesses of medical imaging sector, industrial equipment sector and network camera sector to develop into Canon’s new pillars. Seek talents in Japan, US, and Europe to foster promising technologies and enhance R&D capabilities in global-scale dimensions by enabling product development in specialized area of each region, with actively utilizing M&A.

Build the foundations of an environmentally advanced corporation: Focus on energy-conserving, resource-saving, and recycling technologies to create products with the highest environmental performance.

Canon is pursuing collaboration among government, industry and academia. Canon’s collaboration effort can be seen in various activities such as fundamental research and development of leading-edge technologies with top universities and research institutes around the world, including Tokyo University, Kyoto University, Tokyo Institute of Technology, Tohoku University, Stanford University, and the University of Arizona, and also participation in the “ImPACT” (Impulsing Paradigm Change through Disruptive Technologies) program led by

the Japanese government where Canon’s physically-noninvasive and -nondestructive imaging technology is selected as one of twelvethe R&D programs. Additionally, Canon is currently working on collaborative research with Massachusetts General Hospital (“MGH”) and Brigham and Women’s Hospital (“BWH”) to develop biomedical optical imaging and medical robotics technologies at the Healthcare Optics Research Laboratory in Cambridge, Massachusetts, founded in 2013.

Canon has fully introduced 3D-CAD systems acrossdeveloped a comprehensive imaging simulation system covering all image formation processes including optics, mechanics, sensor, and image processing, ahead of its competitors. With the Canon Group, boosting R&D efficiency to curtail product development times and costs. Moreover, Canon enhanced and evolved its simulation measurement, and analysis technologies by establishing leading-edge facilities, including one of Japan’s highest-performance cluster computers. As such,system, Canon has succeeded in further reducing the need for prototypes, dramatically lowering costs and shortening product development lead times.

Canon’s consolidated R&D expenses were ¥328,500 million in 2015, ¥308,979 million in 2014 and ¥306,324 million in 2013 and ¥296,464 million in 2012.2013. The ratios of R&D expenses to the consolidated total net sales for 2015, 2014 and 2013 were 8.6%, 8.3% and 2012 were 8.3%, 8.2% and 8.5%, respectively.

Canon believes that new products protected by patentsthe robust patent portfolio will not easily allow competitors to compete with them, and will give them an advantage in establishing standards in the market and industry.

Canon obtained the third greatest number of private sector patents in 2014,2015, according to the United States patent annual list, released by IFI CLAIMS® Patent Services.

D. Trend information

As for the future of the global economy, although challenging conditions areit is expected to be somewhat better than what it had been over the past five years, the situation remains unstable due to issues such as increased geopolitical risk in the Middle East and the economic slowdown in China. As such, global economic growth is expected to remain for some timemodest. From an industrial perspective, however, remarkable developments are being made in certain countries and regions, Canon anticipates sustained economic growthtechnologies in countries such areas as the U.S. among developed countries,IoT and India and ASEAN countries among emerging markets. Overall, the global economy is expectedartificial intelligence, which are leading to gradually move toward stable growth.major changes in industry structure. Advancements in digital technology have made it easier for startup companies to enter markets, thus fueling increased market competition.

In the businesses in which Canon operates,is involved, although demand for color office MFDs and production printers is projectedexpected to continue growing, a recovery in sales of products that are largely sold in emerging markets, such as entry-class cameras and single-function laser printers, is expected to expand moderately, mainlytake time. Within the market for color models, while demand in the laser printer marketsemiconductor lithography equipment, capital investment is expected to remain at the same level as the previous year. Asstrong while forecasts for the digital camera market, although projections indicate continued market contraction mainly for low-priced compact models, demand for interchangeable-lens digital cameras is expected to recover gradually. Looking at inkjet printers, with Asian markets gradually recovering following their extended period of stagnation, demand is expected to remain in line with the previous year. As for the industrial equipment market, with manufacturers expected to continue making capital outlays for semiconductor lithography equipment in response to increasing demand for memory devices and image sensors, demand is expected to remain at the same level as the previous year. And as for FPD lithography equipment demandmarket also point to further future expansion. Also expected to grow is projected to increase as device manufacturers boost capital investment amid growing panel demand projected for 4K televisions and mobile devices.

Amid these conditions,the network camera market, a market in which Axis, which became a consolidated subsidiary in 2015, is a major player.

Under these circumstances, the Canon Group embarked on a new five-year plan, Phase V of the “Excellent Global Corporation Plan.” During Phase V, under the basic policy of “Embracing the challenge of new growth through a grand strategic transformation,” reforms that were promoted in Phase IV will be further expanded upon. In 2020, the final year of Phase IV of the Excellent Global Corporation Plan and the year in which the Canon EXPO will be held as the culmination of the efforts carried out during Phase IV. In addition to returning to a path of growth,V, Canon aims to bring Phase IV toachieve net sales of 5 trillion yen, an operating profit ratio of 15% or more, a successful close, further reinforcing its business foundation to enable great strides beginning from next year.net income ratio of 10% or more, and a shareholders’ equity ratio of 70% or more. Toward this objective, Canon will undertake the following various measures.

 

  

Reinforcing Existing Businesses Through the IntroductionEstablish a new production system to achieve a cost-of-sales ratio of Innovative Products and Services45%

For MFDsStrengthen domestic mother factories by further promoting the return of production to Japan and other office products, in addition to improving hardware performance, efforts will be made to build a framework that will enable the Company to service as a one-stop shop that provides a broad rangeintegration of high-quality services. For cameras, efforts will be made to comprehensively raise aspects such as image-quality,

visual expression,design, procurement, production engineering, and operability.manufacturing technology operations. At the same time, Canon will work to further strengthenpursue total cost reductions through the network capabilitiespromotion of these products. Additionally, to facilitate the Company’s aim of becoming the all around leader in printing, it will leverage its strength, derived from having prepared a broad lineup, spanning consumer printers to industrial printing. In the Industrial equipment area, Canon will devisesuch advanced production engineering technologies as robotics and execute concrete plans to concentrate technologies and strengthen the competitiveness of Canon Group companies.automation.

 

  

Expanding NewReinforce and Future Businesses and Further Cultivating Technologies that will Pave the Way to the Futureexpand new businesses while creating future businesses

Canon aimsCreate and expand new businesses by accelerating the horizontal expansion of existing business. Additionally, concentrate management resources and make effective use of M&A to produce next-generation lithography equipment in volume by strengthening nanoimprint technology that realizes further reduction in process geometries. Inaccelerate the areaexpansion of network camera systems, Canon will work to enhance its product lineup and develop solutions that address customer needs. With regard to the MR (Mixed Reality) System, Canon will identify industries that can leverage the strength of this system, and will strive to make the system the de facto standard design tool in those industries. In the medical field, the Company will accelerating develop, focusing on promising themesbusiness areas such as photoacoustic tomography, which facilitates the viewing of vascular conditions in 3D. The Company will work to expandcommercial printing, network cameras and steadily cultivate new businesses mainly targeting the B2B field, such as Super Machine Vision, a system capable of high-accuracy three-dimensional recognition of objects for potential use in production sites, and 4K reference displays.life sciences.

 

  

Strengthening Global Marketing Capabilities Through Unified Effort Between Product Operations and Sales CompaniesRestructure the global sales network in accordance with market changes

In developed countries, Canon aims to gain shareReview existing sales organizations and reinforce omni-channel marketing that integrates online and brick-and-mortar sales routes while strengthening and expanding solutions-driven businesses with the aim of solving issues faced by customers. Additionally, continue focusing energy on developing marketing in both consumer and office segments. In the consumer segment, Canon will address the popularity of online shopping and other trends that are contributing to the diversification of sales channels. In the office segment, Canon will strengthen its response towards centralized procurement of office equipment by global corporations. In emerging markets, Canon will promote enhancement of its various sales networks and product lineup, in line with situations in each country and region.countries.

 

  

Accelerating a New Dimension of Cost-reduction ActivitiesEnhance R&D capabilities through open innovation

InDiscard the areastrict notion of procurement, Canon aims to reduce total costs, further deploying measures focused on reducing costs from the stage of product development. In the prototyping process, Canon will create next-generation development methodologies, throughself-sufficiency and construct an R&D system that proactively leverages external technologies and knowledge, promoting joint and contract research with various partners such means as expanding the application of simulation technologies as well as employing 3D printing. In production, Canon will realize further cost reduction by expanding the application of automation equipmentdomestic and through measures aimed at the in-house production of molded partsforeign universities and production equipment.research institutes.

 

  

Building a Globally Optimized Production SystemComplete the Three Regional Headquarters management system capturing world dynamism

To maintain an optimized productionPromote the acquisition of promising businesses through active M&A and complete the Three Regional Headquarter management system, Canon will take steps to revive domestic production, promoting measures such as automation and in-house production, while building new structural dimensions of cost reduction. At the same time, Canon will promote localized production through the use of automation equipment inunder which Japan, the U.S. and Europe.Europe will each roll out businesses globally.

In addition

Additionally, under the theme “Taking a decisive first step toward transformation,” the following key challenges will be pursued in 2016, the inaugural year of Phase V.

Draft and implement plans to revitalize existing businesses

Raise profitability through drastic cost-cutting and work to these measures,revitalize businesses, swiftly launching future products that were exhibited at Canon will promote other initiativesEXPO 2015.

Rapidly expand new businesses

Work to speed up the expansion and deployment of large-scale businesses such as commercial printing and network cameras.

Accelerate efforts aimed at reducing the cost-of-sales ratio

Continue to investigate optimal locations for production sites and work to accelerate cost reductions at all stages, including product qualitydevelopment.

Boost sales productivity through marketing reforms

Accelerate efforts to win top customer approval, information security improvement,address global growth in e-commerce and work to reinforce the solutions business.

Improve R&D productivity through selection and concentration

Apply the selection and concentration process to development themes and boost R&D productivity.

Promote the cultivation of global human resources

Build a structure to discover talented individuals from within the entire Canon Group to cultivate global competent human resource development.resources capable of performing duties while maintaining an all-encompassing perspective of the world map.

For a discussion of the trend by business segments, see “Item 4 B. Business overview” and “Item 5 A. Operating Results”.

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 established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Canon provides guarantees for bank loans of its employees, affiliates and other companies. Canon will 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 1 year to 5 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 ¥8,951¥7,685 million at December 31, 2014.2015. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 20142015 were insignificant.

F. Contractual obligations

The following summarizes Canon’s contractual obligations at December 31, 2014.2015.

 

      Payments Due By Period       Payments Due By Period 
  Total   Less than
1 year
   1-3 years   3-5 years   More than
5 years
   Total   Less than
1 year
   1-3 years   3-5 years   More than
5 years
 
  (Millions of yen)   (Millions of yen) 

Contractual obligations:

                    

Long-Term Debt:

                    

Capital Lease Obligations

  ¥2,018   ¥956   ¥808   ¥251   ¥3    ¥1,470    ¥630    ¥705    ¥135    ¥  

Other Long-Term Debt

   145    59    60    24    2     73     32     28     13       

Operating Lease Obligations

   85,719    26,450    34,508    14,528    10,233     87,592     26,294     34,183     14,962     12,153  

Purchase commitments for:

          

Purchase commitments for :

          

Property, Plant and Equipment

   52,668    52,668                 43,059     43,059                 

Parts and Raw Materials

   76,984    76,984                 75,439     75,439                 

Other long-term liabilities

                    

Contribution to Defined Benefit Pension Plans

   26,257     26,257                    20,721     20,721                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ¥243,791   ¥183,374   ¥35,376   ¥14,803   ¥10,238    ¥228,354    ¥166,175    ¥34,916    ¥15,110    ¥12,153  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

Note:The table does not include provisions for uncertain tax positions and related accrued interest and penalties, as the specific timing of future payments related to these obligations cannot be projected with reasonable certainty. See Note 12, Income Taxes in the Notes to Consolidated Financial Statements for further details. Contribution to defined benefit pension plans reflects the expected amount only for the next fiscal year, since contributions beyond the next fiscal year are not currently determinable due to uncertainties related to changes in actuarial assumptions, returns on plan assets and changes to plan membership.

Contribution to defined benefit pension plans reflects the expected amount only for the next fiscal year, since contributions beyond the next fiscal year are not currently determinable due to uncertainties related to changes in actuarial assumptions, returns on plan assets and changes to plan membership.

Canon provides warranties of generally less than one year against defects in materials and workmanship on most of its consumer products. Estimated product warranty related costs are established at the time revenue are recognized and are included in selling, general and administrative expenses. Estimates for accrued product warranty costs 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, 2014,2015, accrued product warranty costs amounted to ¥11,564¥14,014 million.

At December 31, 2014,2015, commitments outstanding for the purchase of property, plant and equipment were approximately ¥52,668¥43,059 million, and commitments outstanding for the purchase of parts and raw materials were approximately ¥76,984¥75,439 million, both for use in the ordinary course of its business. Canon anticipates that funds needed to fulfill these commitments will be generated internally through operations.

During 2015,2016, Canon expects to contribute ¥14,674¥12,015 million to its Japanese defined benefit pension plans and ¥11,583¥8,706 million to its foreign defined benefit pension plans.

Canon’s management believes that current financial resources, cash generated from operations and Canon’s potential capacity for additional debt and/or equity financing will be sufficient to fund current and future capital requirements.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management

Directors and Audit & Supervisory Board Members of the Company as of March 27, 201530, 2016 and their respective business experience are listed below.

 

Name

(Date of birth)

  

Position

(Group executive/function)

  

Date of
commencement

  

Business experience
(*current position/function)

Fujio Mitarai

  Chairman & CEO  4/1961  Entered the Company

(Sept.Sep. 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*

 

  

 

  

 

  

 

Masaya Maeda

President & COO4/1975Entered the Company

(Oct. 17, 1952)

1/2006

Group Executive of Digital Imaging Business Group

3/2007Director
4/2007

Chief Executive of Image Communication Products Operations

3/2010Managing Director
3/2014Senior Managing Director
3/2016President & COO*

Toshizo Tanaka

  

Executive Vice President & CFO

(Group Executive of Finance & Accounting HQ,

Group Executive of Facilities Management HQ,

Group Executive of Human Resources Management & Organization HQ)

  4/1964  Entered the Company

(Oct. 8, 1940)

    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 & Director

    3/2008  

Executive Vice President & CFO*

    1/2010  

Group Executive of General Affairs HQ

    3/2010  

Group Executive of External Relations HQ

    4/2011  

Group Executive of Finance & Accounting HQ*

    4/2012  

Group Executive of Facilities Management HQ*

    3/2014  

Group Executive of Human Resources Management & Organization HQ*

 

  

 

  

 

  

 

Name

(Date of birth)

  

Position

(Group executive/function)

  

Date of
commencement

  

Business experience
(*current position/function)

Yoroku Adachi

Senior Managing Director4/1970Entered the Company

(Jan. 11, 1948)

3/2001

Chairman of Canon Singapore Pte. Ltd.

Chairman of Canon Hong Kong Co., Ltd.

Director
4/2001

President of Canon (China) Co., Ltd.

3/2005Managing Director
4/2005President of Canon U.S.A., Inc.
3/2009Senior Managing Director*
4/2014Chairman of Canon U.S.A., Inc.*

Shigeyuki Matsumoto

  

Senior Managing Director & CTO

(Group Executive of Device Technology Development HQ,

Group Executive of Corporate R&D)&D HQ)

  4/1977  Entered the Company

(Nov. 15, 1950)

    1/2002  

Group Executive of Device Technology Development HQ*HQ

    3/2004  

Director

    3/2007  

Managing Director

    3/2011  

Senior Managing Director*

    3/2015  

Group Executive of Corporate R&D*

Toshio Honma

(Mar. 10, 1949)

Senior Managing Director

(Group Executive of Procurement HQ)

4/1972Entered the Company
4/2001

Deputy Chief Executive of i Printer Products HQ

3/2003Director
4/2003

Group Executive of Business Promotion HQ&D

    7/20032015  

Group Executive of L Printer Business Promotion HQ

1/2007

Chief Executive of L Printer Products HQ

3/2008Managing Director
3/2012Senior Managing Director*

Group Executive of Procurement HQ*

Hideki Ozawa

(Apr. 28, 1950)

Senior Managing Director4/1973

Entered Canon Sales Co., Inc. (renamed Canon Marketing Japan Inc.)

7/1980Entered the Company
4/2005

President of Canon (China) Co., Ltd.*

3/2007Director
3/2010Managing Director
3/2014Senior Managing Director*

Masaya Maeda

Senior Managing Director

(Chief Executive of Image Communication Products Operations)

4/1975Entered the Company

(Oct. 17, 1952)

1/2006

Group Executive of Digital Imaging Business Group

3/2007Director
4/2007

Chief Executive of Image Communications Products Operations*

3/2010Managing Director
3/2014Senior Managing Director*

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Yasuhiro Tani

(Jul. 30, 1956)

Managing Director

4/1980

Entered the Company

(Group Executive of Digital System Technology Development HQ)

1/2008

Group Executive of Digital Platform Technology Development HQ

4/2008

Executive Officer

3/2011

Director

7/2012

Group Executive of Digital System Technology DevelopmentR&D HQ*

    3/20152016  

Managing Director*

Kenichi Nagasawa

(Jan. 31, 1959)

Director

4/1981

Entered the Company

(Group Executive of Corporate Intellectual Property and Legal HQ)

3/2010

Deputy Group Executive of Corporate Intellectual Property and Legal HQ

4/2010

Executive Officer

Group Executive of Corporate Intellectual Property and Legal HQ*

3/2012Director*

Naoji Otsuka

(Apr. 24, 1958)

Director

4/1981

Entered the Company

(Chief Executive of Inkjet Products Operations)

1/2010

Group Executive of Inkjet Products Development Group

4/2011

Executive Officer

Deputy Chief Executive of Inkjet Products Operations

3/2012

Director*

Chief Executive of Inkjet Products Operations*

Masanori Yamada

(Jul. 3, 1954)

Director

4/1981

Entered the Company

(Group Executive of Network Visual Solution Business Promotion HQ)

4/2005

Group Executive of Office Imaging Products Corporate System

4/2008

Executive Officer

Deputy Chief Executive of Office Imaging Products Operations

4/2012

Senior Executive Officer

1/2013

Group Executive of Network Visual Solution Business Promotion HQ*

3/2013

Director*

Aitake Wakiya

(Nov. 8, 1955)

Director

4/1979

Entered the Company

(Deputy Group Executive of Finance & Accounting HQ)

4/2011

Deputy Group Executive of Finance & Accounting HQ*

4/2012

Executive Officer

3/2013

Director*

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Akiyoshi Kimura

(Jul. 19, 1956)

Director

4/1980

Entered the Company

(Chief Executive of Office Imaging Products Operations)

1/2009

Group Executive of Office Imaging Products Production System Group

4/2011

Executive Officer

Deputy Chief Executive of Office Imaging Products Operations

1/2013

Group Executive of Office Imaging Products Corporate System Group

Group Executive of Office Imaging Products Development Group

3/2014

Director*

Chief Executive of Office Imaging Products Operations*

Eiji Osanai

(Feb. 17, 1959)

Director

8/1983

Entered the Company

(Group Executive of Production Engineering HQ)

7/2010

Senior General Manager of Production Engineering Research Laboratory

4/2012

Executive Officer

Deputy Group Executive of Production Engineering HQ

1/2013

Senior Group Manager of Production Equipment Administration Center

3/2014

Director*

Group Executive of Production Engineering HQ*

Masaaki Nakamura

(Jul. 28, 1957)

Director

4/1980

Entered the Company

(Deputy Group Executive of Human Resources Management & Organization HQ)

3/2014

Deputy Group Executive of Human Resources

Management & Organization HQ*

4/2014

Executive Officer

3/2015

Director*CTO*

 

  

 

  

 

  

 

Kunitaro Saida

Director5/2006Qualified for attorney*

(May 4, 1943)

  

Director

  5/2006  

Qualified for attorney*

Ginza Seiwa Law Office*
    6/2007  

Audit & Supervisory Board Member of NICHIREI CORPORATION*

    6/2008  

Director of Sumitomo Osaka Cement Co., Ltd.*

    6/2010  

Director of HEIWA REAL ESTATE CO., LTD.*

    3/2014  

Director*

 

  

 

  

 

  

 

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Haruhiko Kato

(Jul. 21, 1952)

  

Director

  7/2009  

Commissioner of National Tax Agency

    1/2011  

Senior Managing Director of Japan Securities Depository Center,

Incorporated

    6/2011  

President and& CEO of Japan Securities Depository Center, Incorporated*

    6/2013  

Director of Toyota Motor Corporation*

    3/2014  

Director*

 

  

 

  

 

  

 

Makoto Araki

(Jul. 16, 1954)

  

Audit & Supervisory Board Member

  4/1978  

Entered the Company

    10/2009  

Group Executive of Information & Communication Systems HQ

    4/2010  Executive Officer
    3/2011  Director
    3/2014  

Audit & Supervisory Board Member*

 

  

 

  

 

  

 

Kazuto Ono

(Jul. 20, 1957)

  

Audit & Supervisory Board Member

  4/1980  Entered the Company
    3/2012  

Group Executive of Human Resources Management & Organization HQ

    4/2012  Executive Officer
    3/2013  

Director

    3/2014  

Group Executive of Corporate Planning Development HQ

    3/2015  

Audit & Supervisory Board Member*

 

  

 

  

 

  

 

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Tadashi Ohe

(May 20, 1944)

  

Audit & Supervisory Board Member

  4/1969  

Qualified for attorney*

    4/1989  

Instructor of Judicial Research and Training Institute

    3/1994  

Audit & Supervisory Board Member*

    6/2004  

Audit & Supervisory Board Member of Marui Group Co., Ltd.*

    6/2011  

Director of Jeco Corporation*

6/2015

Director of Nissan Chemical Industries, Ltd.*

 

  

 

  

 

  

 

Osami Yoshida

(Nov. 4, 1950)

  

Audit & Supervisory Board Member

  9/1982  

Registered as Certified Public Accountant*

    12/2011  

Deputy Group Executive of Human Resources HQ,
Deloitte Touche Tohmatsu LLC

    3/2014  

Audit & Supervisory Board Member*

 

  

 

  

 

  

 

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Kuniyoshi Kitamura

(Apr. 8, 1956)

  

Audit & Supervisory Board Member

  4/1981  

Entered The Dai-IchiDai-ichi Life Insurance Company, Limited
(formerly The Dai-ichi Mutual Life Insurance Co.)

    4/2002  

General Manager of Network Service Management Department of
The Dai-Ichi MutualDai-ichi Life Insurance Co.Company, Limited

    4/2004  

General Manager of Corporate Relations Department No.2 of
The Dai-Ichi MutualDai-ichi Life Insurance Co.Company, Limited

    4/2006  

General Manager of Research Department of
The Dai-Ichi MutualDai-ichi Life Insurance Co.Company, Limited

    11/2007  

General Manager of Corporate Planning Department No.2 of
The Dai-Ichi MutualDai-ichi Life Insurance Co.Company, Limited

    4/2009  

General Manager of Corporate Relations Department No.8 of
The Dai-Ichi MutualDai-ichi Life Insurance Co.Company, Limited

    3/2010  

Audit & Supervisory Board Member*

 

  

 

  

 

  

 

Term

All directors and Audit & Supervisory Board Members are elected by the shareholders at their general meeting.

Tadashi Ohe, Osami Yoshida and Kuniyoshi Kitamura, are outside Audit & Supervisory Board Members as stipulated in Item16, Article 2 of the Corporation Law of Japan. Kunitaro Saida and Haruhiko Kato are outside

directors. The term of office of directors is one year. The current term of all directors expires in March 2015.2016. The term of office of Audit & Supervisory Board Members is four years. The current term for Tadashi Ohe expires in March 2019, and the current term for Makoto Araki, Osami Yoshida and Kuniyoshi Kitamura who were elected in the general meeting of shareholders in March 2014, expires in March 2018, and the current term for Kazuto Ono and Tadashi Ohe who were elected in the general meeting of shareholders in March 2015, expires in March 2019.

Board members and Audit & Supervisory Board Members may serve any number of consecutive terms.

There is no arrangement or understanding between any director or Audit & Supervisory Board Member and any major shareholder, customer, supplier or other material stakeholders in connection with the selection of such director or Audit & Supervisory Board Member.

Board of Directors and Audit & Supervisory Board Members

The Company’s articles of incorporation provide for a board of directors of not more than 30 members and for not more than five Audit & Supervisory Board Members. Currently the number of board members is 17six and the number of Audit & Supervisory Board Members is five. There is no maximum age limit for members of the board. Board members and Audit & Supervisory Board Members 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 Company’s affairs. By resolution, the board of directors designates, from among its members, representative directors who have authority individually to represent the Company generally in the conduct of its affairs.

Under the Corporation Law of Japan, board members must refrain from engaging in any business competing with the Company unless approved by a board resolution, and no board member may vote on a proposal, arrangement or contract in which that board member is deemed to be materially interested.

The Corporation Law of Japan requires a resolution of the board of directors for a company to acquire or dispose of material assets, to borrow substantial amounts of money, to employ or discharge important employees such as corporate officers, and to establish, change or abolish material corporate organizations such as a branch office.

The Audit & Supervisory Board Members are not required to be certified public accountants, although Osami Yoshida is a certified public accountant. At least half of the Audit & Supervisory Board Members must be persons who have not been either board members or employees of the Company or any of its subsidiaries. An Audit & Supervisory Board Member may not at the same time be a board member or an employee of the Company or any of its subsidiaries. The Audit & Supervisory Board Members have the statutory duty of examining the Company’s financial statements and the Company’s 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 Company’s affairs. They shall participate in the meetings of the board of directors but are not entitled to vote.

The Audit & Supervisory Board Members constitute the Audit & Supervisory Board. Under the Corporation Law of Japan, the Audit & Supervisory Board has a statutory duty to prepare and submit its audit report to the board of directors each year. An Audit & Supervisory Board Member may note an opinion in the auditor report if an Audit & Supervisory Board member’s opinion is different from the opinion expressed in the audit report. The Audit & Supervisory Board is empowered to establish audit principles, the method of examination by Audit & Supervisory Board Members of the Company’s affairs and financial position and other matters concerning the performance of the Audit & Supervisory Board Members’ duties. The Company does not have an audit committee.

The amount of remuneration payable to the Company’s board members as a group and that of the Company’s Audit & Supervisory Board Members 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 Audit & Supervisory Board Member is determined by the board of directors and a consultation with the Audit & Supervisory Board Members, respectively. The Company does not have a remuneration committee.

Under the Corporation Law of Japan and the Company’s articles of incorporation, the board of directors may, by resolution, release current and former directors and Audit & Supervisory Board Members from liability for damages resulting from negligence in the fulfillment of their respective duties to the extent permitted by law. In addition, the Company may enter into contracts with outside directors limiting their liability for damages resulting from negligence in the fulfillment of their respective duties in an amount consistent with the limitation stipulated by law. Furthermore, the Company may enter into contracts with outside Audit & Supervisory Board Members limiting their liability for damages resulting from negligence in the fulfillment of their respective duties in an amount consistent with the limitation stipulated by law.

Canon established a standing committee, the Internal Control Committee in 2004, with the president appointed as chairman of the group. The Internal Control Committee has built a highly effective internal control system unique to Canon, which not only serves to ensure the reliability of the Company’s 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. In 2015, with the aim of managing financial, compliance, and business risks from a comprehensive perspective, the Internal Control Committee was reorganized and renamed the Risk Management Committee which is tasked with performing this duty. Established under the Risk Management Committee are the following three subcommittees: the Financial Risk Management Subcommittee, which is in charge of improving systems to ensure the reliability of financial reporting, the Compliance Subcommittee, which is in charge of improving systems to ensure compliance of corporate ethics and major laws and regulations, and the Business Risk Management Subcommittee, which is in charge of improving systems to manage quality risks, information leakage risks and other significant business risks. The Risk Management Committee shall develop various measures with regard to improving the risk management system. These measures include the system for grasping any significant risks (violation of laws and regulations, inappropriate financial reporting, quality issues, work-related injuries, disasters, etc.) that the Canon Group may face in the course of business. Additionally, in accordance with any action plan that is approved by the Board of Directors, the Risk Management Committee shall evaluate the status of improvement and implementation of the risk management system and report its findings to the CEO and the Board of Directors.

The Disclosure Committee was established with the president appointed as chairman in 2005. 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.

Executive Officer System

Canon adopted an Executive Officer System effective April 1, 2008. Executive Officers are appointed and discharged by the Board of Directors and have a term of office of one year. Taking into consideration growth in the scope of its business activities, Canon recognizes the need to bolster its management execution structure. By promoting capable human resources with accumulated executive knowledge across specific business areas, the Company is endeavoring to realize more flexible and efficient management operations. To this end, Canon intends to gradually increase the number of Executive Officers and further solidify its management systems.

Executive Officers of the Company appointed by the Board of Directors meeting held on January 28, 2015,27, 2016, whom are expected to taketook the assignment on April 1, 2015,March 30, 2016, are listed below.

 

Name

  

Position

  

(Group executive/function)

Hiroyuki SuematsuYoroku Adachi

  Senior Executive OfficersVice PresidentChairman of Canon U.S.A., Inc.

Toshio Homma

Executive Vice President  Group Executive of Quality ManagementProcurement HQ

Shigeyuki UzawaHideki Ozawa

  Senior Managing Executive OfficersOfficerPresident of Canon (China) Co., Ltd.

Yasuhiro Tani

Managing Executive OfficerGroup Executive of Digital System Technology Development HQ

Kenichi Nagasawa

Managing Executive OfficerGroup Executive of Corporate Intellectual Property & Legal HQ

Naoji Otsuka

Managing Executive Officer  Chief Executive of OpticalInkjet Products Operations

Akio NoguchiMasanori Yamada

  SeniorManaging Executive OfficersOfficer  Group Executive of Mixed RealityNetwork Visual Solution Business Promotion HQ

Yuichi IshizukaAitake Wakiya

  SeniorManaging Executive OfficersOfficer  PresidentDeputy Group Executive of Canon U.S.A., Inc.Finance & Accounting HQ

Akiyoshi Kimura

Managing Executive OfficerChief Executive of Office Imaging Products Operations

Eiji Osanai

Managing Executive OfficerGroup Executive of Production Engineering HQ

Masaaki Nakamura

Managing Executive OfficerDeputy Group Executive of Human Resources Management & Organization HQ

Executive Officers of the Company appointed by the Board of Directors meeting held on January 27, 2016, whom are expected to take the assignment on April 1, 2016, are listed below.

Name

Position

(Group executive/function)

Seymour Liebman

  Senior Managing Executive OfficersOfficer  Executive Vice President of Canon U.S.A., Inc.

Rokus van Iperen

  Senior Managing Executive OfficersOfficer  President of Canon Europa N.V. and Canon Europe Ltd.

Masato OkadaHiroyuki Suematsu

  Managing Executive OfficersOfficerGroup Executive of Quality Management HQ

Shigeyuki Uzawa

Managing Executive OfficerChief Executive of Optical Products Operations

Akio Noguchi

Managing Executive OfficerGroup Executive of Mixed Reality Solution Business Promotion HQ

Ryuichi Ebinuma

Managing Executive Officer  Deputy ChiefGroup Executive of Image Communication Products OperationsR&D HQ

Yuichi Ishizuka

Managing Executive OfficerPresident of Canon U.S.A., Inc.

Kazuto Ogawa

  Managing Executive OfficersOfficer  Executive Vice President of Canon (China) Co., LTD.

Ryuichi Ebinuma

Executive OfficersDeputy Group Executive of Corporate R&D

Kazuhiko Noguchi

Executive OfficersGroup Executive of External Relations HQ

Hiroaki Takeishi

Executive OfficersGroup Executive of Semiconductor Production Equipment Group

Nobutoshi Mizusawa

Executive OfficersDeputy Group Executive of Corporate R&D

Yoichi Iwabuchi

Executive OfficersGeneral Manager of Digital Platform Technology Development Group

Takashi Takeya

Executive OfficersSenior General Manager of Global Logistics Management Center

Katsumi Iijima

Executive OfficersGroup Executive of Information & Communication Systems HQ

Nobuyuki Tainaka

Executive OfficersSenior General Manager of Global Legal administration Center

Takanobu Nakamasu

Executive Officers

Group Executive of Corporate Planning Development HQ

Soichi Hiramatsu

Executive OfficersDeputy Group Executive of Global Procurement HQ

Toshihiko Kusumoto

Executive OfficersDeputy Chief Executive of Office Imaging Products OperationsLtd.

Shunsuke Inoue

  Executive OfficersOfficer  Deputy Group Executive of Device Technology Development HQ

Takayuki Miyamoto

  Executive OfficersOfficer  Chief Executive of Peripheral Products Operations

Katsumi Iijima

Executive OfficerGroup Executive of Information & Communication Systems HQ

Soichi Hiramatsu

Executive OfficerDeputy Group Executive of Procurement HQ

Kazuhiko Noguchi

Executive OfficerGroup Executive of Public Affairs HQ

Masato Okada

Executive OfficerDeputy Chief Executive of Image Communication Products Operations

Nobutoshi Mizusawa

Executive OfficerDeputy Group Executive of R&D HQ

Yoichi Iwabuchi

Executive OfficerDeputy Group Executive of Digital System Technology Development HQ

Hiroaki Takeishi

Executive OfficerGroup Executive of Semiconductor Production Equipment Group

Takashi Takeya

Executive OfficerSenior General Manager of Global Logistics Management Center

Name

Position

(Group executive/function)

Nobuyuki Tainaka

Executive OfficerSenior General Manager of Global Legal Administration Center

Takanobu Nakamasu

Executive OfficerGroup Executive of Corporate Planning Development HQ

Toshihiko Kusumoto

Executive OfficerDeputy Chief Executive of Office Imaging Products Operations

Akiko Tanaka

  Executive OfficersOfficer  President of Canon BioMedical, Inc.

Go Tokura

Executive OfficerChief Executive of Image Communication Products Operations

Ritsuo Mashiko

Executive OfficerPresident of Oita Canon Inc.

Hisahiro Minokawa

Executive OfficerPresident of Canon Hongkong Co., Ltd.

Noriko Gunji

Executive OfficerExecutive Vice President of Canon Hongkong Co., Ltd.

B. Compensation

In the fiscal year ended December 31, 2014,2015, Canon pays an aggregate of approximately ¥1,586¥1,416 million to its directors and Audit & Supervisory Board Members. This amount includes bonuses.

Beginning from the fiscal year ended December 31, 2010, the Company is required to disclose the compensation of any director who receives total aggregate annual compensation exceeding ¥100 million in accordance with the Financial Instruments and Exchange Act of Japan and related ordinances. The following table sets forth the amount of compensation paid or planned to be paid directors whose aggregate compensation exceeded ¥100 million in 2014.2015.

 

Name

(Position)

  Company   Category of remuneration       Category of remuneration 
  Basic Compensation   Bonus   Total  Company   Basic Compensation   Bonus   Total 
      (Millions of yen) 

Fujio Mitarai (Director)

   Canon Inc.    ¥249    ¥39    ¥288     Canon Inc.    ¥254    ¥34    ¥288  

Toshizo Tanaka (Director)

   Canon Inc.     115     22     137     Canon Inc.     117     19     136  

Toshiaki Ikoma (Director)

   Canon Inc.     108     20     128  

Notes:

(1)Bonus amounts represent the increased portion of accrued directors’ bonuses in fiscal year 2014.2015.

The following two elements comprise remuneration to directors:

 

Basic Compensation: compensation for executing of business operations

Bonus: bonus links to business results of current fiscal year

In addition to the above, the Company issues stock options for the purpose of providing effective incentives to improve business results on a medium and long-term basis. The remuneration to Audit & Supervisory Board Members consists of only basic compensation, which is not affected by the performance of the Company.

The determination methods of remuneration are as follows:

Basic Compensation

Each maximum amount of total compensation to directors and Audit & Supervisory Board Members is determined by the Ordinary General Meeting of Shareholders. The remuneration to each director is determined by the meeting of the Board of Directors based on criteria set by the Company, and the remuneration to each Audit & Supervisory Board Member is determined by the meeting of Audit & Supervisory Board Members.

Bonus

Director bonuses are calculated based on internal criteria considering the performance of the Company. The total amount is proposed to and approved by the Ordinary General Meeting of Shareholders. The bonus amount paid to individual directors is determined at a meeting of the Board of Directors, based on the total approved amount, taking into account the position and performance of each director.

Stock Options

The Company issues stock options for the purpose of enhancing directors’ motivation and morale to improve the Company’s performance. Issuance of share options as stock options without contribution and features of such stock options are proposed to and approved by the Ordinary General Meeting of Shareholders.

The Company has threetwo stock option (share option) plans. These plans were approved at the meeting of the Board of Directors in accordance with the Ordinary General Meeting of Shareholders for the 108th, 109th and

110th Business Term of the Company, pursuant to Articles 236, 238 and 239 of the Corporation Law of Japan, held on, March 27, 2009, March 30, 2010, and March 30, 2011. Under and pursuant to these plans, share options will be issued as stock options to the Company’s directors, executive officers and senior employees.

The descriptions of the stock option plans are below.

The Stock Option Plan Approved on March 27, 200930, 2010

1. The Reason for the Necessity to Solicit Those Who Subscribe for Share Options on Particularly Favorable Conditions

Share options were issued to the Company’s directors, executive officers and senior employees for the purpose of further enhancing their motivation and morale to improve the Company’s performance, with a view to long-term improvement of its corporate value.

2. Grantees of Share Options

The Company’s directors, 1013 executive officers, and 2933 senior employees who are entrusted with important functions.

3. Number of Share Options

The number of share options that the Board of Directors are authorized to issue is 9,540.8,900.

4. Cash Payment for Share Options

No cash payment will be required for the share options.

5. Exercise Price

The exercise price is ¥3,287¥4,573 per share.

6. Features of Share Options

The features of share options are as follows:

(1) Number of Shares acquired upon Exercise of a Share Option

The number of shares acquired upon exerciseExercise of one share option (the “Allotted Number of Shares”) is 100 common shares, and the total number of shares to be delivered due to the exercise of share options is 954,000890,000 common shares.

However, if the Company effects a share split (including allotment of common shares without compensation; this inclusion being applicable below) or a share consolidation after the date of the allotment of the share options, the Allotted Number of Shares will be adjusted by the following calculation formula:

Allotted Number of Shares after Adjustment

= Allotted Number of Shares before Adjustment × Ratio of Share Splitting or Share Consolidation

Such adjustment will be made only with respect to the number of issued share options that have not then been exercised, and any fractional number of less than one share resulting from such adjustment will be rounded off.

(2) Amount of Property to Be Contributed upon Exercise of Share Options

The amount of property to be contributed upon the exercise of each share option is the amount obtained by multiplying the amount to be paid in for one share (the “Exercise Price”) to be delivered upon the exercise of a share option by the Allotted Number of Shares. The Exercise Price is the product of the multiplication of 1.05 and the closing price of one common share of the Company in ordinary trading at the Tokyo Stock Exchange as of the date of allotment of the share options (or if no trade is made on such date, the date immediately preceding the date on which such ordinary shares are traded), with any fractional amount of less than one yen to be rounded up to one yen.

The Exercise Price will be adjusted as follows:

(i) If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:

Exercise Price after Adjustment

= Exercise Price before Adjustment ×

1
Ratio of Share Splitting or Share Consolidation

(ii) If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:

Exercise Price after Adjustment = Exercise Price before Adjustment ×

Number of Issued and Outstanding Shares +

Number of Newly Issued Shares × Payment amount per Share
Market Price

Number of Issued and Outstanding Shares + Number of Newly Issued Shares

The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”

(iii) In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.

(3) Period during Which Share Options Are Exercisable

From May 1, 2012 to April 30, 2016.

(4) Matters regarding Stated Capital and Capital Reserves Increased When Shares Are Issued upon Exercise of Share Options

(i) The increased amount of stated capital will be half of the maximum amount of increases of stated capital, etc.

Any fractional amount of less than one yen resulting from such calculation will be rounded up to one yen.

(ii) The increased amount of capital reserves shall be the amount of the maximum amount of increases of stated capital, etc., mentioned in (i) above, after the subtraction of increased amount of stated capital mentioned in (i) above.

(5) Restriction on Acquisition of Share Options by Transfer

An acquisition of share options by way of transfer requires the approval of the Board of Directors.

(6) Events for the Company’s Acquisition of Share Options

If a proposal for the approval of a merger agreement under which the Company will become an extinguishing company or a proposal for the approval for a share exchange agreement or a share transfer plan under which the Company will become a wholly-owned subsidiary is approved by the Company’s shareholders at a shareholders meeting (or by the Board of Directors if no resolution of a shareholders meeting is required for such approval), the Company will be entitled to acquire the share options, without compensation, on a date separately designated by the Board of Directors.

(7) Handling of Fractions

Any fraction of a share (less than one share) to be delivered to any holder of share options who has exercised share options will be disregarded.

(8) Other Conditions for Exercise of Share Options

(i) One share option may not be exercised partially.

(ii) Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 109th Business Term of the Company.

(iii) Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately lose effect.

(iv) No succession by inheritance is authorized for the share options.

(v) Any other conditions for the exercise of share options may be established by the Board of Directors.

7. Specific Method of Calculation of Remuneration to Directors

The amount of share options issued to the directors of the Company, as remuneration, is the amount obtained by multiplying the fair market value per share option as of the allotment date thereof by the total number of share options allotted to the directors existing as of such allotment date. The fair market value of a share option was calculated with the use of the Black-Scholes model on the basis of various conditions applicable on the allotment date.

The Stock Option Plan Approved on March 30, 2011

1. The Reason for the Necessity to Solicit Those Who Subscribe for Share Options on Particularly Favorable Conditions

Share options were issued to the Company’s directors, executive officers and senior employees for the purpose of further enhancing their motivation and morale to improve the Company’s performance, with a view to long-term improvement of its corporate value.

2. Grantees of Share Options

The Company’s directors, 16 executive officers, and 27 senior employees who are entrusted with important functions.

3. Number of Share Options

The number of share options that the Board of Directors are authorized to issue is 9,120.

4. Cash Payment for Share Options

No cash payment will be required for the share options.

5. Exercise Price

The exercise price is ¥3,990 per share.

6. Features of Share Options

The features of share options are as follows:

(1) Number of Shares acquired upon Exercise of a Share Option

The number of shares acquired upon Exercise of one share option (the “Allotted Number of Shares”) is 100 common shares, and the total number of shares to be delivered due to the exercise of share options is 912,000 common shares.

However, if the Company effects a share split (including allotment of common shares without compensation; this inclusion being applicable below) or a share consolidation after the date of the allotment of the share options, the Allotted Number of Shares will be adjusted by the following calculation formula:

Allotted Number of Shares after Adjustment

= Allotted Number of Shares before Adjustment × Ratio of Share Splitting or Share Consolidation

Such adjustment will be made only with respect to the number of issued share options that have not then been exercised, and any fractional number of less than one share resulting from such adjustment will be rounded off.

(2) Amount of Property to Be Contributed upon Exercise of Share Options

The amount of property to be contributed upon the exercise of each share option is the amount obtained by multiplying the amount to be paid in for one share (the “Exercise Price”) to be delivered upon the exercise of a share option by the Allotted Number of Shares. The Exercise Price is the product of the multiplication of 1.05 and the closing price of one common share of the Company in ordinary trading at the Tokyo Stock Exchange as of the date of allotment of the share options (or if no trade is made on such date, the date immediately preceding the date on which such ordinary shares are traded), with any fractional amount of less than one yen to be rounded up to one yen.

The Exercise Price will be adjusted as follows:

(i) If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:

Exercise Price after Adjustment

 

= Exercise Price before Adjustment ×

  1
  Ratio of Share Splitting or Share Consolidation

(ii) If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:

Exercise Price after Adjustment = Exercise Price before Adjustment ×

 

Number of Issued and Outstanding Shares +

  Number of Newly Issued Shares × Payment amount per  Share
  Market Price

Number of Issued and Outstanding Shares + Number of Newly Issued Shares

The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”

(iii) In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.

(3) Period during Which Share Options Are Exercisable

From May 1, 20112013 to April 30, 2015.2017.

(4) Matters regarding Stated Capital and Capital Reserves Increased When Shares Are Issued upon Exercise of Share Options

(i) The increased amount of stated capital will be half of the maximum amount of increases of stated capital, etc.

Any fractional amount of less than one yen resulting from such calculation will be rounded up to one yen.

(ii)The increased amount of capital reserves shall be the amount of the maximum amount of increases of stated capital, etc., mentioned in (i) above, after the subtraction of increased amount of stated capital mentioned in (i) above.

(5) Restriction on Acquisition of Share Options by Transfer

An acquisition of share options by way of transfer requires the approval of the Board of Directors.

(6) Events for the Company’s Acquisition of Share Options

If a proposal for the approval of a merger agreement under which the Company will become an extinguishing company or a proposal for the approval for a share exchange agreement or a share transfer plan under which the Company will become a wholly-owned subsidiary is approved by the Company’s shareholders at a shareholders meeting (or by the Board of Directors if no resolution of a shareholders meeting is required for such approval), the Company will be entitled to acquire the share options, without compensation, on a date separately designated by the Board of Directors.

(7) Handling of Fractions

Any fraction of a share (less than one share) to be delivered to any holder of share options who has exercised share options will be disregarded.

(8) Other Conditions for Exercise of Share Options

(i) One share option may not be exercised partially.

(ii) Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 108th Business Term of the Company.

(iii) Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately lose effect.

(iv) No succession by inheritance is authorized for the share options.

(v) Any other conditions for the exercise of share options may be established by the Board of Directors.

7. Specific Method of Calculation of Remuneration to Directors

The amount of share options issued to the directors of the Company, as remuneration, is the amount obtained by multiplying the fair market value per share option as of the allotment date thereof by the total number of share options allotted to the directors existing as of such allotment date. The fair market value of a share option was calculated with the use of the Black-Scholes model on the basis of various conditions applicable on the allotment date.

The Stock Option Plan Approved on March 30, 2010

1. The Reason for the Necessity to Solicit Those Who Subscribe for Share Options on Particularly Favorable Conditions

Share options were issued to the Company’s directors, executive officers and senior employees for the purpose of further enhancing their motivation and morale to improve the Company’s performance, with a view to long-term improvement of its corporate value.

2. Grantees of Share Options

The Company’s directors, 13 executive officers, and 33 senior employees who are entrusted with important functions.

3. Number of Share Options

The number of share options that the Board of Directors are authorized to issue is 8,900.

4. Cash Payment for Share Options

No cash payment will be required for the share options.

5. Exercise Price

The exercise price is ¥4,573 per share.

6. Features of Share Options

The features of share options are as follows:

(1) Number of Shares acquired upon Exercise of a Share Option

The number of shares acquired upon Exercise of one share option (the “Allotted Number of Shares”) is 100 common shares, and the total number of shares to be delivered due to the exercise of share options is 890,000 common shares.

However, if the Company effects a share split (including allotment of common shares without compensation; this inclusion being applicable below) or a share consolidation after the date of the allotment of the share options, the Allotted Number of Shares will be adjusted by the following calculation formula:

Allotted Number of Shares after Adjustment

= Allotted Number of Shares before Adjustment × Ratio of Share Splitting or Share Consolidation

Such adjustment will be made only with respect to the number of issued share options that have not then been exercised, and any fractional number of less than one share resulting from such adjustment will be rounded off.

(2) Amount of Property to Be Contributed upon Exercise of Share Options

The amount of property to be contributed upon the exercise of each share option is the amount obtained by multiplying the amount to be paid in for one share (the “Exercise Price”) to be delivered upon the exercise of a share option by the Allotted Number of Shares. The Exercise Price is the product of the multiplication of 1.05 and the closing price of one common share of the Company in ordinary trading at the Tokyo Stock Exchange as of the date of allotment of the share options (or if no trade is made on such date, the date immediately preceding the date on which such ordinary shares are traded), with any fractional amount of less than one yen to be rounded up to one yen.

The Exercise Price will be adjusted as follows:

(i) If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:

Exercise Price after Adjustment

= Exercise Price before Adjustment ×

1
Ratio of Share Splitting or Share Consolidation

(ii) If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:

Exercise Price after Adjustment = Exercise Price before Adjustment ×

Number of Issued and Outstanding Shares +

Number of Newly Issued Shares × Payment amount per Share
Market Price

Number of Issued and Outstanding Shares + Number of Newly Issued Shares

The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”

(iii) In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.

(3) Period during Which Share Options Are Exercisable

From May 1, 2012 to April 30, 2016.

(4) Matters regarding Stated Capital and Capital Reserves Increased When Shares Are Issued upon Exercise of Share Options

(i) The increased amount of stated capital will be half of the maximum amount of increases of stated capital, etc.

Any fractional amount of less than one yen resulting from such calculation will be rounded up to one yen.

(ii) The increased amount of capital reserves shall be the amount of the maximum amount of increases of stated capital, etc., mentioned in (i) above, after the subtraction of increased amount of stated capital mentioned in (i) above.

(5) Restriction on Acquisition of Share Options by Transfer

An acquisition of share options by way of transfer requires the approval of the Board of Directors.

(6) Events for the Company’s Acquisition of Share Options

If a proposal for the approval of a merger agreement under which the Company will become an extinguishing company or a proposal for the approval for a share exchange agreement or a share transfer plan under which the Company will become a wholly-owned subsidiary is approved by the Company’s shareholders at a shareholders

meeting (or by the Board of Directors if no resolution of a shareholders meeting is required for such approval), the Company will be entitled to acquire the share options, without compensation, on a date separately designated by the Board of Directors.

(7) Handling of Fractions

Any fraction of a share (less than one share) to be delivered to any holder of share options who has exercised share options will be disregarded.

(8) Other Conditions for Exercise of Share Options

(i) One share option may not be exercised partially.

(ii) Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 109th Business Term of the Company.

(iii) Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately lose effect.

(iv) No succession by inheritance is authorized for the share options.

(v) Any other conditions for the exercise of share options may be established by the Board of Directors.

7. Specific Method of Calculation of Remuneration to Directors

The amount of share options issued to the directors of the Company, as remuneration, is the amount obtained by multiplying the fair market value per share option as of the allotment date thereof by the total number of share options allotted to the directors existing as of such allotment date. The fair market value of a share option was calculated with the use of the Black-Scholes model on the basis of various conditions applicable on the allotment date.

The Stock Option Plan Approved on March 30, 2011

1. The Reason for the Necessity to Solicit Those Who Subscribe for Share Options on Particularly Favorable Conditions

Share options were issued to the Company’s directors, executive officers and senior employees for the purpose of further enhancing their motivation and morale to improve the Company’s performance, with a view to long-term improvement of its corporate value.

2. Grantees of Share Options

The Company’s directors, 16 executive officers, and 27 senior employees who are entrusted with important functions.

3. Number of Share Options

The number of share options that the Board of Directors are authorized to issue is 9,120.

4. Cash Payment for Share Options

No cash payment will be required for the share options.

5. Exercise Price

The exercise price is ¥3,990 per share.

6. Features of Share Options

The features of share options are as follows:

(1) Number of Shares acquired upon Exercise of a Share Option

The number of shares acquired upon Exercise of one share option (the “Allotted Number of Shares”) is 100 common shares, and the total number of shares to be delivered due to the exercise of share options is 912,000 common shares.

However, if the Company effects a share split (including allotment of common shares without compensation; this inclusion being applicable below) or a share consolidation after the date of the allotment of the share options, the Allotted Number of Shares will be adjusted by the following calculation formula:

Allotted Number of Shares after Adjustment

= Allotted Number of Shares before Adjustment × Ratio of Share Splitting or Share Consolidation

Such adjustment will be made only with respect to the number of issued share options that have not then been exercised, and any fractional number of less than one share resulting from such adjustment will be rounded off.

(2) Amount of Property to Be Contributed upon Exercise of Share Options

The amount of property to be contributed upon the exercise of each share option is the amount obtained by multiplying the amount to be paid in for one share (the “Exercise Price”) to be delivered upon the exercise of a share option by the Allotted Number of Shares. The Exercise Price is the product of the multiplication of 1.05 and the closing price of one common share of the Company in ordinary trading at the Tokyo Stock Exchange as of the date of allotment of the share options (or if no trade is made on such date, the date immediately preceding the date on which such ordinary shares are traded), with any fractional amount of less than one yen to be rounded up to one yen.

The Exercise Price will be adjusted as follows:

(i) If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:

Exercise Price after Adjustment

= Exercise Price before Adjustment ×

1
Ratio of Share Splitting or Share Consolidation

(ii) If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:

Exercise Price after Adjustment = Exercise Price before Adjustment ×

Number of Issued and Outstanding Shares +

Number of Newly Issued Shares × Payment amount per Share
Market Price

Number of Issued and Outstanding Shares + Number of Newly Issued Shares

The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”

(iii) In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.

(3) Period during Which Share Options Are Exercisable

From May 1, 2013 to April 30, 2017.

(4) Matters regarding Stated Capital and Capital Reserves Increased When Shares Are Issued upon Exercise of Share Options

(i) The increased amount of stated capital will be half of the maximum amount of increases of stated capital, etc.

Any fractional amount of less than one yen resulting from such calculation will be rounded up to one yen.

(ii)The increased amount of capital reserves shall be the amount of the maximum amount of increases of stated capital, etc., mentioned in (i) above, after the subtraction of increased amount of stated capital mentioned in (i) above.

(5) Restriction on Acquisition of Share Options by Transfer

An acquisition of share options by way of transfer requires the approval of the Board of Directors.

(6) Events for the Company’s Acquisition of Share Options

If a proposal for the approval of a merger agreement under which the Company will become an extinguishing company or a proposal for the approval for a share exchange agreement or a share transfer plan under which the Company will become a wholly-owned subsidiary is approved by the Company’s shareholders at a shareholders meeting (or by the Board of Directors if no resolution of a shareholders meeting is required for such approval), the Company will be entitled to acquire the share options, without compensation, on a date separately designated by the Board of Directors.

(7) Handling of Fractions

Any fraction of a share (less than one share) to be delivered to any holder of share options who has exercised share options will be disregarded.

(8) Other Conditions for Exercise of Share Options

(i) One share option may not be exercised partially.

(ii) Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 110th Business Term of the Company.

(iii) Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately lose effect.

(iv) No succession by inheritance is authorized for the share options.

(v) Any other conditions for the exercise of share options may be established by the Board of Directors.

7. Specific Method of Calculation of Remuneration to Directors

The amount of share options to be issued to the directors of the Company, as remuneration, is the amount to be obtained by multiplying the fair market value per share option as of the allotment date thereof by the total number of share options to be allotted to the directors existing as of such allotment date. The fair market value of a share option will be calculated with the use of the Black-Scholes model on the basis of various conditions applicable on the allotment date.

C. Board practices

See Item 6A “Directors and senior management” and Item 6B “Compensation.”

D. Employees

The following table shows the numbers of Canon’s employees as of December 31, 2015, 2014 2013 and 2012.2013.

 

  Total   Japan   Americas   Europe   Asia and Oceania 

December 31, 2015

          

Office

   106,895     32,557     14,381     20,399     39,558  

Imaging System

   55,238     16,394     2,357     1,684     34,803  

Industry and Others

   17,708     9,828     897     2,682     4,301  

Corporate

   9,730     9,546          61     123  
  

 

   

 

   

 

   

 

   

 

 

Total

   189,571     68,325     17,635     24,826     78,785  
  Total   Japan   Americas   Europe   Asia and Oceania   

 

   

 

   

 

   

 

   

 

 

December 31, 2014

                    

Office

   109,294     33,714     15,461     19,990     40,129     109,294     33,714     15,461     19,990     40,129  

Imaging System

   56,556     14,771     2,212     1,553     38,020     56,556     14,771     2,212     1,553     38,020  

Industry and Others

   15,993     10,893     356     748     3,996     15,993     10,893     356     748     3,996  

Corporate

   10,046     9,823          65     158     10,046     9,823          65     158  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   191,889    69,201     18,029    22,356     82,303     191,889     69,201     18,029     22,356     82,303  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2013

                    

Office

   99,360     29,389     15,009     19,328     35,634     99,360     29,389     15,009     19,328     35,634  

Imaging System

   61,798     16,069     2,510     2,083     41,136     61,798     16,069     2,510     2,083     41,136  

Industry and Others

   22,401     14,606     1,225     1,166     5,404     22,401     14,606     1,225     1,166     5,404  

Corporate

   10,592     9,761               831     10,592     9,761               831  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   194,151    69,825     18,744    22,577     83,005     194,151     69,825     18,744     22,577     83,005  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2012

          

Office

   97,275     29,027     15,451     20,094     32,703  

Imaging System

   64,320     15,842     2,300     1,838     44,340  

Industry and Others

   24,403     15,396     1,335     1,229     6,443  

Corporate

   10,970     9,969               1,001  
  

 

   

 

   

 

   

 

   

 

 

Total

   196,968    70,234     19,086    23,161     84,487  
  

 

   

 

   

 

   

 

   

 

 

Basically, the Company and its subsidiaries have their own independent labor union. The Company believes that the relationship between Canon and its labor union is good.

E. Share ownership

The following table shows the numbers of shares owned by the directors and Audit & Supervisory Board Members of the Company as of March 27, 2015.30, 2016. The total is 347,963276,985 shares, constituting 0.03%0.02% of all outstanding shares.

 

Name

  

Position

  Number of shares 

Fujio Mitarai

  Chairman & CEO   117,723150,623

Masaya Maeda

President & COO13,400  

Toshizo Tanaka

  Executive Vice President & CFO   21,710

Yoroku Adachi

Senior Managing Director25,09722,110  

Shigeyuki Matsumoto

  Senior Managing Director & CTO   24,652

Toshio Honma

Senior Managing Director35,152

Hideki Ozawa

Senior Managing Director17,550

Masaya Maeda

Senior Managing Director12,500

Yasuhiro Tani

Managing Director7,400

Kenichi Nagasawa

Director3,200

Naoji Otsuka

Director6,500

Masanori Yamada

Director7,000

Aitake Wakiya

Director5,400

Akiyoshi Kimura

Director3,300

Eiji Osanai

Director2,600

Masaaki Nakamura

Director1,27928,552  

Kunitaro Saida

  Director   4001,400  

Haruhiko Kato

  Director   0  

Makoto Araki

  Audit & Supervisory Board Member   8,1008,700  

Kazuto Ono

  Audit & Supervisory Board Member   3,7004,300  

Tadashi Ohe

  Audit & Supervisory Board Member   41,40043,400  

Osami Yoshida

  Audit & Supervisory Board Member   7001,600  

Kuniyoshi Kitamura

  Audit & Supervisory Board Member   2,6002,900  
    

 

 

 
  Total   347,963276,985  
    

 

 

 

The number of shares that may be subscribed for under rights granted to the Directors and the Audit & Supervisory Board Members, listed above, pursuant to the stock option plan approved by the shareholders on March 27, 2009 is 189,000 shares of common stock. The exercise price of the rights is ¥3,287 per share and the rights are exercisable from May 1, 2011 to April 30, 2015.

The number of shares that may be subscribed for under rights granted to the Directors and the Audit & Supervisory Board Member, listed above, pursuant to the stock option plan approved by the shareholders on March 30, 2010 is 236,000127,000 shares of common stock. The exercise price of the rights is ¥4,573 per share and the rights are exercisable from May 1, 2012 to April 30, 2016.

The number of shares that may be subscribed for under rights granted to the Directors and the Audit & Supervisory Board Member, listed above, pursuant to the stock option plan approved by the shareholders on March 30, 2011 is 263,000135,000 shares of common stock. The exercise price of the rights is ¥3,990 per share and the rights are exercisable from May 1, 2013 to April 30, 2017.

For additional information on the stock option plan, see “B. Compensation” of this Item.

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.

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders

The table below shows the numbers of the Company’s shares held by the top ten holders of the Company’s shares and their ownership percentage as of December 31, 2014:2015:

 

Name of major shareholder

  Shares owned   Percentage 
       Number of shares owned /
Number of shares issued
 

The Master Trust Bank of Japan, Ltd. (Trust Account)

   58,306,900     4.4

Japan Trustee Services Bank, Ltd. (Trust Account)

   48,346,700     3.6

The Dai-Ichi Mutual Life Insurance Company, Limited

   37,416,380     2.8

Barclays Capital

   30,228,586     2.3

Moxley and Co.

   26,572,812     2.0

Mizuho Bank, Ltd.

   22,558,173     1.7

State Street Bank and Trust Company

   20,146,784     1.5

Nomura Securities CO., LTD.

   19,622,777     1.5

Sompo Japan Nipponkoa Insurance Inc.

   17,439,987     1.3

State Street Bank and Trust Company

   16,565,115                         1.2

Name of major shareholder

  Shares owned   Percentage 
       Number of shares owned /
Number of shares issued
 

The Master Trust Bank of Japan, Ltd. (Trust Account)

   62,266,200     4.7

Japan Trustee Services Bank, Ltd. (Trust Account)

   48,089,100     3.6

The Dai-ichi Life Insurance Company, Limited

   37,416,380     2.8

Barclays Securities Japan Limited

   30,000,000     2.3

Moxley and Co. LLC

   23,595,319     1.8

Mizuho Bank, Ltd.

   22,558,173     1.7

State Street Bank and Trust Company 505223

   17,896,582     1.3

State Street Bank West Client—Treaty 505234

   17,834,034     1.3

Sompo Japan Nipponkoa Insurance Inc.

   17,439,987     1.3

OBAYASHI CORPORATION

   16,527,607                         1.2

Notes:

 1:Moxley and Co. LLC is a nominee of JPMorgan Chase Bank, which is the depositary of Canon’s ADRs (American Depositary Receipts).
 2:Apart from the above shares, The Dai-Ichi MutualDai-ichi Life Insurance Company, Limited held 6,180,000 shares contributed to a trust fund for its retirement and severance plans.
 3:Apart from the above shares, the Company owns 241,931,637241,690,840 shares (18.14%(18.1% of total issued shares) of treasury stock.
 4:Apart from the above shares, Mizuho Bank, Ltd. held 9,057,000 shares contributed to a trust fund for its retirement and severance plans.

Canon’s major shareholders do not have different voting rights from other shareholders.

As of December 31, 2014, 13.6%2015, 12.1% of the issued shares of common stock, including the Company’s treasury stock, were held of record by 253267 residents of the United States of America.

The Company is not directly or indirectly owned or controlled by any other corporation, by any government, or by any other natural or legal person or persons severally or jointly.

B. Related party transactions

During the latest three fiscal years, Canon has not transacted with, nor does Canon currently plan to transact with a related party (other than certain transactions with subsidiaries and affiliates 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 individual’s 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 individual’s 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 individual’s 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 Company’s knowledge, no person owned a 10% interest in the voting power of the Company as of March 27, 2015.30, 2016.

In the ordinary course of business on an arm’s length basis, Canon purchases and sells materials, supplies and services from and to its affiliates accounted for by the equity method. There are 75 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.

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, 20142015 and 20132014 and for each of the three years in the period ended December 31, 20142015 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, 2012, 2013, 2014, and 20142015 have been audited by Ernst & Young ShinNihon LLC, and their audit report covering each of the periods is included in Item 18 of this report.

Refer to Item 18 “Financial Statements.”

Legal proceedings

There are no outstanding legal or other proceedings which could reasonably be expected to have a material adverse effect on Canon’s consolidated financial position, results of operations or cash flows.

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. Recordholders of the Company’s ADSs on the dividends’ record dates are entitled to receive payment in full of the declared dividends. 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 Company’s year-end dividends and for the interim dividends are December 31 and June 30, respectively.

Canon is being more proactive in returning profits to shareholders, mainly in the form of a dividend, taking into consideration mid-term profit forecasts, planned future investments, cash flow and other factors.

In 2014,2015, the business environment remained challenging, characterized by, among other factors, prolonged global economic weakness.slowdowns in China and emerging countries. Thanks, however, to efforts to strengthenboost product competitiveness and strengthen the Company’s financial position through a management focus on profitability and cash flow, Canon was able to generate ample cash reserves. Taking this into consideration while seeking to actively provide a

stable return to shareholders, Canon has decided to distribute a full-year dividend of ¥150 per share, (interim dividend of ¥65¥75 per share already distributed, and year-end dividend of ¥85)¥75), which represents a ¥20 increase fromis the same as the previous year’s dividend.

B. Significant changes

No significant change has occurred since the date of the annual financial statements.

Item 9. The Offer and Listing

A. Offer and listing details

Trading in domestic markets

The common stock of the Company has been listed on the Tokyo Stock Exchange (“TSE”), the principal stock exchange market in Japan, since 1949, and is traded on the First Section of the TSE. The shares are also listed on three other regional markets in Japan (Nagoya, Fukuoka and Sapporo).

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
(Canon Inc.)
   TOPIX
(Reference data)
   Nikkei Stock Average
(Reference data)
   TSE
(Canon Inc.)
   TOPIX
(Reference data)
   Nikkei Stock Average
(Reference data)
 
  (Japanese yen)   (Points)   (Japanese yen)   (Japanese yen)   (Points)   (Japanese yen) 

Period

      High           Low           High           Low           High           Low           High           Low           High           Low           High           Low     

2010 Year

  ¥4,520    ¥3,205     1,001.77    799.64    ¥11,408.17   ¥8,796.45  

2011 Year

   4,280     3,220     976.28     703.88    10,891.60     8,135.79    ¥4,280    ¥3,220     976.28     703.88    ¥10,891.60    ¥8,135.79  

2012 Year

   4,015     2,308     872.42     692.18    10,433.63     8,238.96     4,015     2,308     872.42     692.18     10,433.63     8,238.96  

2013 1(st) quarter

   3,670     3,185     1,061.75    862.62    12,650.26     10,398.61  

2(nd) quarter

   4,115     3,070     1,289.77     971.33    15,942.60     11,805.78  

3(rd) quarter

   3,480     2,913     1,232.02     1,103.94    14,953.29     13,188.14  

4(th) quarter

   3,410     3,035     1,302.87     1,138.75    16,320.22     13,748.94  

2013 Year

   4,115     2,913     1,302.87     862.62    16,320.22     10,398.61     4,115     2,913     1,302.87     862.62     16,320.22     10,398.61  

2014 1(st) quarter

   3,330     2,889     1,308.08    1,139.27    16,164.01     13,995.86     3,330     2,889     1,308.08     1,139.27     16,164.01     13,995.86  

2(nd) quarter

   3,446     3,093     1,273.80     1,121.50    15,442.67     13,885.11     3,446     3,093     1,273.80     1,121.50     15,442.67     13,885.11  

3(rd) quarter

   3,628     3,255     1,346.43     1,224.85    16,374.14     14,753.84     3,628     3,255     1,346.43     1,224.85     16,374.14     14,753.84  

4(th) quarter

   4,045     3,172     1,454.22     1,177.22    18,030.83     14,529.03     4,045     3,172     1,454.22     1,177.22     18,030.83     14,529.03  

2014 Year

   4,045     2,889     1,454.22     1,121.50    18,030.83     13,885.11     4,045     2,889     1,454.22     1,121.50     18,030.83     13,885.11  

2015 1(st) quarter

   4,310     3,654     1,594.71     1,343.29     19,778.60     16,592.57  

2(nd) quarter

   4,539     3,901     1,686.61     1,519.41     20,952.71     18,927.95  

3(rd) quarter

   4,096     3,402     1,702.83     1,371.44     20,946.93     16,901.49  

4(th) quarter

   3,862     3,449     1,609.76     1,414.20     20,012.40     17,389.57  

2015 Year

   4,539     3,402     1,702.83     1,343.29     20,952.71     16,592.57  
  TSE
(Canon Inc.)
   TOPIX
(Reference data)
   Nikkei Stock Average
(Reference data)
   TSE
(Canon Inc.)
   TOPIX
(Reference data)
   Nikkei Stock Average
(Reference data)
 
  (Japanese yen)   (Points)   (Japanese yen)   (Japanese yen)   (Points)   (Japanese yen) 

Period

      High           Low           High           Low           High           Low           High           Low           High           Low           High           Low     

2014 July

  ¥3,432   ¥3,255     1,300.53    1,247.66    ¥15,759.66   ¥15,101.49  

2015 July

  ¥4,055    ¥3,777     1,674.27     1,526.09    ¥20,850.00    ¥19,115.20  

August

   3,432    3,295     1,296.02    1,224.85    15,628.78    14,753.84     4,096     3,523     1,702.83     1,410.94     20,946.93     17,714.30  

September

   3,628    3,372     1,346.43    1,279.52    16,374.14    15,440.99  

�� September

   3,796     3,402     1,528.57     1,371.44     18,777.47     16,901.49  

October

   3,596    3,172     1,338.35    1,177.22    16,533.91    14,529.03     3,862     3,449     1,570.06     1,414.20     19,202.34     17,389.57  

November

   3,804    3,454     1,413.27    1,353.42    17,520.54    16,713.37     3,783     3,589     1,609.76     1,523.34     19,994.05     18,641.22  

December

   4,045    3,733     1,454.22    1,346.37    18,030.83    16,672.94     3,790     3,625     1,607.27     1,502.55     20,012.40     18,562.51  

2015 January

   3,950    3,664     1,433.35    1,343.29    17,850.59    16,592.57  

2016 January

   3,656     3,162     1,544.73     1,301.49     18,951.12     16,017.26  

February

   3,897    3,654     1,529.20    1,387.38    18,865.39    17,271.87     3,417     2,978     1,463.79     1,193.85     17,905.37     14,865.77  

Trading in foreign markets

The Company’s ADRs are listed on the New York Stock Exchange (“NYSE”).

Since the Company’s 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

Company’s ADRs. Since March 16, 1998, each ADR represents one share of the Company’s common stock. The Company’s ADSs had been quoted on the National Association of Securities Dealers Automated Quotation system (“NASDAQ”) from 1972 to September 13, 2000 under the symbol CANNY.

On September 14, 2000, Canon listed its ADSs on the NYSE under the symbol CAJ. The table below displays historical high and low prices of our ADSs on the NYSE.

 

   NYSE
(Canon Inc.)
 
   (U.S. dollars) 

Period

  High   Low 

2010 Year

  $52.150    $36.800  

2011 Year

   52.300     41.700  

2012 Year

   48.480     29.810  

2013 1(st) quarter

   40.430     34.690  

         2(nd) quarter

   38.890     32.090  

         3(rd) quarter

   34.800     29.820  

         4(th) quarter

   33.550     31.110  

2013 Year

   40.430     29.820  

2014 1(st) quarter

   31.950     28.670  

         2(nd) quarter

   33.820     30.580  

         3(rd) quarter

   33.960     32.000  

         4(th) quarter

   33.530     29.600  

2014 Year

   33.960     28.670  

  NYSE 
  (Canon Inc.)   (Canon Inc.) 
  (U.S. dollars)   (U.S. dollars) 

Period

  High   Low   High   Low 

2014 July

  $33.960    $32.000  

2011 Year

  $52.300    $41.700  

2012 Year

   48.480     29.810  

2013 Year

   40.430     29.820  

2014 1(st) quarter

   31.950     28.670  

2(nd) quarter

   33.820     30.580  

3(rd) quarter

   33.960     32.000  

4(th) quarter

   33.530     29.600  

2014 Year

   33.960     28.670  

2015 1(st) quarter

   36.000     30.780  

2(nd) quarter

   38.020     32.250  

3(rd) quarter

   32.640     28.520  

4(th) quarter

   31.960     28.830  

2015 Year

   38.020     28.520  
  (Canon Inc.) 
  (U.S. dollars) 

Period

  High   Low 

2015 July

  $32.630    $31.460  

August

   33.390     32.630     32.640     29.010  

September

   33.370     32.510     31.310     28.520  

October

   32.560     29.600     31.960     28.830  

November

   32.070     30.540     30.680     29.720  

December

   33.530     31.570     31.390     29.590  

2015 January

   33.320     30.780  

2016 January

   29.980     27.060  

February

   32.710     31.330     29.470     26.600  

The depositary and agent of the ADRs is JPMorgan Chase Bank, N.A., located at 1 Chase Manhattan Plaza, Floor 58, New York, N.Y. 10005-1401, U.S.A.

B. Plan of distribution

Not applicable.

C. Markets

See Item  9A “Offer and listing details”.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10. Additional Information

A. Share capital

Not applicable.

B. Memorandum and articles of association

Objects and Purposes in the Company’s Articles of Incorporation

The objects and purposes of the Company, as provided in Article 2 of the Company’s Articles of Incorporation, are to engage in the following businesses:

 

(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 equipmentequipments 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 relevantrelative to anyeach of the preceding items.

Provisions Regarding Directors

There is no provision in the Company’s Articles of Incorporation as to a Director’s power to vote on a proposal, arrangement or contract in which the Director is materially interested, but, under the Corporation Law of Japan, the law relating to joint stock corporations (known in Japanese askabushiki kaisha) which came into effect on May 1, 2006, a director is required to refrain from voting on such matters at meetings of the board of directors.

The Corporation Law of Japan provides that compensation for directors is determined at a general meeting of shareholders of a company. Within the upper limit approved at the shareholders’ meeting, the board of directors determines the amount of compensation for each director. The board of directors may, by its resolution, leave such decision to the discretion of the company’s 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 company’s board of directors. The Company’s Regulations of the Board of Directors incorporate this requirement.

There is no mandatory retirement age for the Company’s 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 Company’s shares imposed by the laws of Japan or the Company’s Articles of Incorporation or other constituent documents.

Rights of Shareholders

Set forth below is information relating to the Company’s 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.

General

The Company’s authorized share capital is 3,000,000,000 shares, of which 1,333,763,464 shares were issued, including the Company’s treasury stock, as of December 31, 2014.2015. On January 5, 2009, a new central clearing system for shares of Japanese listed companies was established pursuant to the Law Concerning Book-Entry Transfer of Corporate Bonds, Shares, etc. (including regulations promulgated thereunder; the “Book-Entry Law”), and the shares of all Japanese companies listed on any Japanese stock exchange, including the Company’s shares, became subject to this new system. On the same day, all existing share certificates for such shares became null and void. At present, the Japan Securities Depository Center, Inc. (“JASDEC”) is the only institution that is designated by the relevant authorities as a clearing house which is permitted to engage in the clearing operations of shares of Japanese listed companies under the Book-Entry Law. Under the new clearing system, in order for any person to hold, sell or otherwise dispose of shares of Japanese listed companies, it must have an account at an account management institution unless such person has an account at JASDEC. “Account management institutions” are financial instruments traders (i.e., securities companies), banks, trust companies and certain other financial institutions which meet the requirements prescribed by the Book-Entry Law.

Under the Book-Entry Law, any transfer of shares is effected through book entry, and title to the shares passes to the transferee at the time when the transferred number of the shares is recorded at the transferee’s account at an account management institution. The holder of an account at an account management institution is presumed to be the legal owner of the shares held in such account.

Under the Corporation Law of Japan and the Book-Entry Law, in order to assert shareholders’ rights against the Company, a shareholder must have its name and address registered in the register of shareholders of the Company, except in limited circumstances.

The registered beneficial holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert shareholders’ rights.

Distributions of Surplus

Under the Corporation Law of Japan, distributions of cash or other assets by joint stock corporations to their shareholders, so called “dividends,” are referred to as “distributions of Surplus” (“Surplus” is defined in “Restriction on Distributions of Surplus” below). The Company may make distributions of Surplus to the

shareholders any number of times per fiscal year, subject to certain limitations described in “Restriction on Distributions of Surplus”. Under the Corporation Law of Japan, distributions of Surplus are required to be authorized by a resolution of a general meeting of shareholders.

Under the Articles of Incorporation of the Company, year-end dividends and interim dividends, if any, may be distributed to shareholders (or pledgees) appearing in the register of shareholders as of December 31 and June 30 of each year, respectively.

Distributions of Surplus may be made in cash or in kind in proportion to the number of shares held by each shareholder. A resolution of a shareholders’ meeting must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, the Company may, pursuant to a resolution of shareholders’ meeting, grant a right to its shareholders to require the Company to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders.

Restriction on Distributions of Surplus

When the Company makes a distribution of Surplus, the Company must, until the aggregate amount of its additional paid-in capital and legal reserve reaches one-quarter of its stated capital, set aside in its additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount of Surplus so distributed.

The amount of Surplus at any given time must be calculated in accordance with the following formula:

A + B + C + D – (E + F + G)

In the above formula, the letters from “A” to “G” are defined as follows:

“A”= the total amount of “other capital surplus” and “other retained earnings,” each such amount that is appearing on its non-consolidated balance sheet as of the end of the last fiscal year;

“B”= (if the Company has disposed of its treasury stock after the end of the last fiscal year) the amount of the consideration for such treasury stock received by the Company less the book value thereof;

“C”= (if the Company has reduced its stated capital after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (if any);

“D”= (if the Company has reduced its additional paid-in capital or legal reserve after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any);

“E”= (if the Company has cancelled its treasury stock after the end of the last fiscal year) the book value of such treasury stock;

“F”= (if the Company has distributed Surplus to its shareholders after the end of the last fiscal year) the total book value of the Surplus so distributed;

“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 has 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 Company’s 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 ofone-half of goodwill and the deferred assets exceeds the total of stated capital, additional paid-in capital and legal reserve, each such amount that is appearing on the non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice.

If the Company has become at its option a company with respect to which consolidated balance sheets should also be taken into consideration in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), it will be required to further deduct from the amount of Surplus the excess amount (if the amount is zero or below zero) 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 sheets 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 required 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 Company’s 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.

Under the Book-Entry Law, the Company must give notice to JASDEC regarding a stock split at least two weeks prior to the relevant record date. On the effective date of the stock split, the numbers of shares recorded in all accounts held by the Company’s shareholders at account management institutions or JASDEC will be increased in accordance with the applicable ratio.

Japanese Unit Share System

The Company’s 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

Under the new clearing system, shares constituting less than one unit are transferable. However, because shares constituting less than one unit do not comprise a trading unit, such shares may not be sold on the Japanese stock exchanges under the rules of the Japanese stock exchanges.

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 through the account management institutions and JASDEC; 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. These shares will be purchased at (a) the closing price of the shares reported by the TSE on the day when the request to purchase is made or (b) if no sale takes place on the TSE on that day, then the price at which sale of shares is effected on such stock exchange immediately thereafter.

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; 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. Such a request shall be made through the account management institutions and JASDEC. These shares will be sold at (a) the closing price of the shares reported by the TSE on the day when the request to sell becomes effective or (b) if no sale has taken place on the TSE on that day, then the price at which sale of shares is effected on such stock exchange immediately thereafter.

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.

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 inOhta-ku, Tokyo or in a neighboring area. In addition, the Company may hold an extraordinary general meeting of shareholders whenever necessary by giving at least two weeks advance notice. Under the Corporation Law of

Japan, notice of any shareholders’ meeting must be given to each shareholder having voting rights or, in the case of a non-resident shareholder, to his resident proxy or mailing address in Japan in accordance with the Company’s 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 Company’s Articles of Incorporation require a quorum for the election of directors and Audit & Supervisory Board Members of not less than one-third of the total number of outstanding shares having voting rights. The Company’s 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 Company’s 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 in “Stock Splits” and “Japanese Unit Share System” above),

the removal of a director oran Audit & Supervisory Board Member,

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 Company’s business,

the transfer of the whole or a part of the Company’s equity interests in any of the Company’s significant subsidiaries which meets certain requirements,

the taking over of the whole of the business of any other corporation,

  

any issuance of new shares at a “specially favorable” price, stock acquisition rights (shinkabu yoyakuken) with “specially favorable” conditions or bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai) with “specially favorable” conditions to persons other than shareholders,

release of part of Directors’ or Audit & Supervisory Board Members’ 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

discharge of a portion of liabilities of Directors, Audit & Supervisory Board Members or independent auditors that are owed to the Company.

At least two-thirds of the outstanding shares having voting rights present at the meeting is required to 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 unissued 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 with not less than two weeks prior public notice. 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 Company’s currently outstanding shares, including shares represented by the ADSs, are fully paid and nonassessable.

Share Registrar

Mizuho Trust & Banking Co., Ltd. (“Mizuho Trust”) is the share registrar for the Company’s shares. Mizuho Trust’s office is located at 2-1, Yaesu 1-chome, Chuo-ku, Tokyo, Japan. Under the clearing system, Mizuho Trust maintains the Company’s register of shareholders and records transfers of record ownership upon the Company’s receipt of necessary information from JASDEC and other information in the register of shareholders, as described under “Record Date” below.

Record Date

The close of business on December 31 is the record date for the Company’s 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 Company’s 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 prior public notice.

Under the Book-Entry Law, the Company is required to give notice of each record date to JASDEC at least two weeks prior to such record date. JASDEC is required to promptly give the Company notice of the names and addresses of the Company’s shareholders, the numbers of shares held by them and other relevant information as of such record date.

The shares generally trade ex-dividend or ex-rights in the Japanese stock exchanges on the second business day before a record date (or if the record date is not a business day, the third 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 Company’s subsidiaries (pursuant to a special resolution of a general meeting of shareholders), (iii) from any of the Company’s subsidiaries (pursuant to a resolution of the board of directors), or (iv) by way of purchase on any Japanese stock exchange on which the Company’s 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 Company’s 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 Company’s 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.

Right of Controlling Shareholder Representing 90 Per Cent or More of Shares to Request Other Shareholders to Sell All Shares

A shareholder holding, directly or indirectly, 90 per cent or more of the voting rights of the Company’s shares has the right to request, subject to approval by the Company’s Board of Directors, that the other shareholders and (if the controlling shareholder so determines) all holders of stock acquisition rights of the Company sell to the controlling shareholder all shares and all stock acquisition rights, as the case may be, held by them. In the above case, the Company will be required to give public notice thereof to all holders and registered pledgees of shares (and stock acquisition rights, as the case may be) not later than 20 days prior to the effective date of such sales.

C. Material contracts

All contracts entered into by Company 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 Company’s security holders is as follows:

The Foreign Exchange and Foreign Trade Law of Japan and the cabinet orders and ministerial ordinances thereunder (the “Foreign Exchange Regulations”) govern certain aspects relating to the issuance of securities by the Company and the acquisition and holding of such securities by “non-residents of Japan” and by “foreign investors”, as hereinafter defined.

“Non-residents of Japan” are defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan. Generally, branches and other offices of Japanese corporations located outside Japan are regarded as non-residents of Japan, while branches and other offices located within Japan of non-resident corporations are regarded as residents of Japan. “Foreign investors” are defined to be (i) individuals not resident in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside Japan, (iii) corporations of which 50% or more of the shares are held

by (i) and / or (ii) above and (iv) corporations in respect of which (a) a majority of the officers are non-resident individuals or (b) a majority of the officers having the power to represent the corporation are non-resident individuals.

Issuance of Securities by the Company

Under the Foreign Exchange Regulations, the issue of securities outside Japan by the Company is, in principle, not subject to a prior notification requirement, but subject to a post reporting requirement of the Minister of Finance. Under the Foreign Exchange Regulations as currently in effect, payments of principal, premium and interest in respect of securities and any additional amounts payable pursuant to the terms thereof may in general be paid when made without any restrictions under the Foreign Exchange Regulations.

Acquisition of Shares

In general, the acquisition of shares of stock of a Japanese company listed on any Japanese stock exchange 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 (if there are other foreign investors with whom the foreign investor has a special relationship, the shares held by such other foreign investors will be included in the number) 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 by the 15th day of the immediately following month in the date of acquisition falls. In certain exceptional cases, a prior notification is required in respect of such acquisition.

Acquisition of Shares upon Exercise of Rights for Subscription of Shares

The acquisition by a non-resident of Japan of shares upon exercise of his rights for subscription of shares is exempted from the notification and reporting requirements described under “Acquisition of Shares” above.

Dividends and Proceeds of Sales

Under the Foreign Exchange Regulations currently in effect, dividends paid on, and the proceeds of sale in Japan of, the shares held by non-residents of Japan may be converted into any foreign currency and repatriated abroad. The acquisition of shares by non-resident shareholders by way of stock splits is not subject to any of the aforesaid notification requirements.

(b) Reporting of Substantial Shareholdings:

The Financial Instruments and Exchange Law of Japan requires any person who has become, beneficially and solely or jointly, a holder of more than 5% of the total outstanding voting shares of capital stock of a company listed on any Japanese stock exchange to file with the relevant Local Finance Bureau of the Minister of Finance within five business days a report concerning such share ownership. A similar report must also be made in respect of any subsequent change of 1% or more in any such holding. Copies of any such report must also be

furnished to the issuer of such shares and all Japanese stock exchanges on which the shares are listed. For this purpose, shares with exercisable rights for subscription of shares held by such holder are taken into account in determining both the size of a holding and a company’s total outstanding share capital.

E. Taxation

1. Taxation in Japan

Generally, a non-resident of Japan or non-Japanese corporation (a “Non-Resident Holder”) is subject to Japanese withholding tax on dividends paid by Japanese corporations. Stock splits are not subject to Japanese income tax. 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 not 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) (xiii) of the Japanese Corporation Tax Law Enforcement Order).

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 (the “Treaty”), dividend payments made by a Japanese corporation to a U.S. resident or corporation, unless the recipient of the dividend has a “permanent establishment” in Japan and the shares or ADSs with respect to which such dividends are paid are effectively connected with such “permanent establishment,” will be subject to a withholding tax at rate of: (1) 10% for portfolio investors who are qualified U.S. residents eligible for benefits of the Treaty; and (2) 0% (i.e., no withholding) for pension funds which are qualified U.S. residents eligible for benefits of the Treaty, provided that the dividends are not derived from the carrying on of a business, directly or indirectly, by such pension funds. 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 Belgium, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, Singapore, Spain and Sweden. Japan’s income tax treaties with Australia, France, The Netherlands, Sweden, Switzerland and the United Kingdom have been amended to generally reduce the maximum withholding tax rate to 10%.

On the other hand, unless one of the applicable Tax Treaties reducing the maximum rate of withholding tax applies, the standard tax rate applicable to dividends paid with respect to listed shares, such as those paid by the Company on shares or ADSs, to Non-Resident Holders after January 1, 2014 is 15% under the Japanese Income Tax Law, except for dividends paid to any individual shareholder who holds 3% or more of the issued shares, in which case the applicable rate is 20% (Please refer to Article 182(2) of the Japanese Income Tax Law and Article 9-3(1)(i) of the Japanese Special Tax Measures Law including its relevant temporary provision for these withholding rates). On December 2, 2011, the “Special measures act to secure the financial resources required to implement policy on restoration of the East Japan Earthquake” (Act No. 117 of 2011) was promulgated and special surtax measures on income tax and withholding tax were introduced thereafter to fund the restoration effort for the earthquake. Income tax and withholding tax payers will need to pay a surtax, calculated by multiplying the standard tax rate by 2.1% for 25 years starting from January 1, 2013 (“Surtax”). As a result, the withholding tax rate applicable to dividends paid with respect to listed shares to Non-Resident Holders increased to 15.315% (“Withholding Tax Rate”) which is applicable for the period from January 1, 2014 until December 31, 2037.

Taking this Withholding Tax Rate into account, the treaty rates such as the 15% rate (or 10% for eligible U.S. residents subject to the Treaty and/or eligible residents subject to other similarly renewed treaties mentioned above) will apply, in general, except for dividends paid to any individual holder who holds 3% or more of the total issued shares, in which case the applicable rate is 20.42% (standard tax rate of 20% imposed by Surtax). The treaty rate normally overrides the domestic rate, but due to the so-called “preservation doctrine” under Article 1(2) of the Treaty, and/or due to Article 3-2 of the Special Measures Law for the Income Tax Law, Corporation Tax Law and Local Taxes Law with respect to the Implementation of Tax Treaties, if the tax rate

under the domestic tax law is lower than that promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable. Due to the abolishment of the lower tax rate, such as the 7.147% rate under the domestic tax law as of December 31, 2013, the tax rate under the applicable tax treaty will normally be lower

than that under the domestic tax law and, if so, the treaty override treatment will apply. As such, the tax rate under the Treaty will normally apply for most holders of shares or ADSs who are U.S. residents or corporations. In the case where the treaty rate is applicable, no Surtax is imposed, but in order to enjoy the lower treaty rate, the taxpayer must file a treaty application in advance with the Company. Gains derived from the sale outside Japan of Japanese corporations’ shares or ADSs by Non-Resident Holders, or from the sale of Japanese corporations’ shares or ADSs within Japan by a non-resident of Japan as an occasional transaction or by anon-Japanese corporation not having a permanent establishment in Japan, are generally not subject to Japanese income or corporation taxes, provided that the seller is a portfolio investor. Japanese inheritance and gift taxes at progressive rates may apply to an individual who has acquired Japanese corporations’ shares or ADSs as a distributee, legatee or donee.

2. Taxation in the United States

The following is a discussion of the material U.S. federal income tax consequences of owning and disposing of the Company shares or ADSs to the U.S. holders 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 person’s decision to acquire, hold or dispose of such securities. The discussion does not address the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), known as the “Medicare contribution tax.” The discussion applies only if a U.S. holder holds the Company 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 the Company shares or ADSs as part of a straddle, conversion, other integrated transaction or other similar 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 entities;

persons holding the Company shares or ADSs that own or are deemed to own 10% or more of any class of the Company stock;

persons who acquired the Company shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation; or

persons holding the Company shares or ADSs in connection with trade or business conducted outside of the United States.

This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations and the Treaty, 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 owning and disposing of the Company shares or ADSs in its particular circumstances.

As used herein, a “U.S. holder” is a beneficial owner of the Company shares or ADSs that is eligible for the benefits of the Treaty and is, for U.S. federal tax purposes:

 

a citizen or individual 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, any state thereof or the District of Columbia; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds the Company shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and

the activities of the partnership. Partnerships holding the Company shares or ADSs and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of the Company shares or ADSs.

In general, if a U.S. holder owns ADSs, it will be treated for U.S. federal income tax purposes as the owner of the underlying shares represented by those ADSs. Accordingly, no gain or loss will be recognized if a U.S. holder exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom American depositary shares are released before shares are delivered to the depositary (“pre-released”), or intermediaries in the chain of ownership between the holder and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of American depositary shares. 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 or by intermediaries.

This discussion assumes that the Company was not a passive foreign investment company for 2014,2015, as described below.

Taxation of Distributions

Distributions paid on the Company shares or ADSs, other than certainpro rata distributions of common shares, to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) will be treated as dividends. Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions will be reported to U.S. holders as dividends. The amount of a dividend will include any amounts withheld by the Company 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. holder’s individual circumstances and the concerns of the U.S. Treasury described above, dividends paid to certain non-corporate U.S. holders will be taxable at the favorable rates applicable to long-term capital gains. 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 these favorable rates.

Dividends paid in Japanese yen will be included in a U.S. holder’s 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. holder, in the case of the Company shares, or by the depositary, in the case of ADSs, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Japanese income taxes withheld from cash dividends on the Company shares or ADSs at a rate not exceeding the rate provided by the Treaty will be creditable against a U.S. holder’s U.S. federal income tax liability, subject to applicable limitations that may vary depending upon a U.S. holder’s circumstances and the concerns expressed by the U.S. Treasury described above. The rules governing foreign tax credits are complex, and a U.S. holder should consult its own tax adviser regarding the availability of foreign tax credits in its

particular circumstances. 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. federal income tax law.

Sale or Other Disposition of the Company 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 the Company shares or ADSs will be capital gain or loss, and will be long-term capital gain or loss if such holder held the Company shares or ADSs for more than one year. The amount of a U.S. holder’s gain or loss will be equal to the difference between the U.S. dollar amount realized on the disposition and the U.S. holder’s U.S. dollar tax basis in the Company shares or ADSs that were disposed of. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitation.

Passive Foreign Investment Company Rules

The Company believes that it was not a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for its 20142015 fiscal year. However, since PFIC status depends upon the composition of the Company’s 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 the Company will not be considered a PFIC for any taxable year. If the Company were treated as a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, certain adverse tax consequences could apply to such U.S. holder.

If the Company were treated as a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, gain recognized by a U.S. holder on the sale or other disposition, including certain pledges, of the Company 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 the Company 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 the Company 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 immediately above. Certain elections (including a mark-to-market election) may be available to a U.S. holder that would result in alternative tax treatments.

In addition, if the Company were a PFIC or with respect to a particular U.S. holder, were treated as a PFIC in a taxable year in which it pays a dividend or the prior taxable year, the favorable tax rates discussed above with respect to dividends paid to certain non-corporate U.S. holders would not apply.

If the Company were a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, the U.S. holder would generally be required to file IRS Form 8621 with its annual U.S. federal income tax return, subject to certain exceptions.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certainU.S.-related financial intermediaries generally are subject to information reporting and may be subject 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 certifies that it is not subject to backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Certain U.S. holders who are individuals may be required to report information relating to stock of a non-U.S. person, generally on IRS Form 8938, subject to certain exceptions (including an exception for stock held in custodial accounts maintained by a U.S. financial institution). U.S. holders are urged to consult their tax advisers regarding the effect, if any, of this requirement on their tax reporting obligations.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

Under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is subject to requirements information disclosure. The Company files various reports and other information, including Form 20-F and Annual Reports, with the Securities Exchange Commission and the NYSE. These reports may be inspected at the following sites.

Securities Exchange Commission (Public Reference Room):

100 F Street, N.E., Washington D.C. 20549

New York Stock Exchange, Inc.:

20 Broad Street, New York, New York 10005

Form 20-F is also available at the Electronic Data Gathering, Analysis, Retrieval system (“EDGAR”) website which is maintained by the Securities Exchange Commission.

Securities Exchange Commission Home Page:

http://www.sec.gov

I. Subsidiary information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Market risk exposures

Canon is exposed to market risks, including changes in foreign currency exchange rates, interest rates and prices of marketable securities and investments. In order to hedge the risks of changes in foreign currency exchange rates, Canon uses derivative financial instruments.

Equity price risk

Canon holds marketable securities included in current assets, which consist generally of highly-liquid and low-risk instruments. Investments included in noncurrent assets are held as long-term investments. Canon does not hold marketable securities and investments for trading purposes.

Maturities and fair values of such marketable securities and investments with original maturities of more than three months, all of which were classified as available-for-sale securities, were as follows at December 31, 2014.2015.

Available-for-sale securities

 

   2014 
   Cost   Fair value 
   (Millions of yen) 

Debt securities

    

Due after five years

  ¥843    ¥961  

Fund trusts

   84     84  

Equity securities

   20,905     40,653  
  

 

 

   

 

 

 
  ¥21,832    ¥41,698  
  

 

 

   

 

 

 

                                  
   2015 
   Cost   Fair value 
   (Millions of yen) 

Debt securities

    

Due after five years

  ¥304    ¥488  

Fund trusts

   63     64  

Equity securities

   20,461     42,849  
  

 

 

   

 

 

 
  ¥20,828    ¥43,401  
  

 

 

   

 

 

 

Foreign currency exchange rate and interest rate risk

Canon operates internationally, exposing it to the risk of changes in foreign currency exchange rates. Derivative financial instruments are comprised principally of foreign currency exchange contracts utilized by the Company and certain of its subsidiaries to reduce the risk. Canon assesses foreign currency exchange rate risk by continually monitoring changes in the exposures and by evaluating hedging opportunities. Canon does not hold or issue derivative financial instruments for trading purposes. Canon is also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations. Most of the counterparties are internationally recognized financial institutions and selected by Canon taking into account their financial condition, and contracts are diversified across a number of major financial institutions.

Canon’s international operations expose Canon to the risk of changes in foreign currency exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and intercompany trade receivables which are denominated in foreign currencies. In accordance with Canon’s 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 Canon’s major derivative financial instruments related to foreign currency exchange transactions existing at December 31, 2014.2015. All of the foreign exchange contracts described in the following table have a contractual maturity date in 2015.2016.

 

                                                                    
  U.S.$ Euro Others Total   U.S.$ Euro   Others   Total 
  (Millions of yen)   (Millions of yen) 

Forwards to sell foreign currencies:

            

Contract amounts

  ¥193,195  ¥141,815   ¥23,852   ¥358,862   ¥120,227   ¥90,865    ¥16,961    ¥228,053  

Estimated fair value

   (8,300  (2,457  (423  (11,180   (41  226     78     263  

Forwards to buy foreign currencies:

            

Contract amounts

  ¥12,018  ¥9,347       ¥21,365   ¥27,553   ¥9,623    ¥364    ¥37,540  

Estimated fair value

   316    (38      278     318    265     15     598  

All of Canon’s long-term debt is fixed rate debt. Canon expects that fair value changes and cash flows resulting from reasonable near-term changes in interest rates will be immaterial. Accordingly, Canon believes interest rate risk is insignificant. See also Note 9 of the Notes to Consolidated Financial Statements.

Changes in the fair value of derivative financial instruments designated as cash flow hedges, including foreign currency exchange contracts associated with forecasted intercompany sales, are reported in accumulated other comprehensive income (loss). These amounts are subsequently reclassified into earnings through other income (deductions) in the same period as the hedged items affect earnings. Substantially all such 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. Changes in the fair value of a foreign currency exchange contract for the period between the date that the forecasted intercompany sales occur and its maturity date are recognized in earnings and not considered hedge ineffectiveness.

The amount of the hedging ineffectiveness was not material for the years ended December 31, 2015, 2014 2013 and 2012.2013. The amounts of net losses excluded from the assessment of hedge effectiveness (time value component) which was recorded in other income (deductions) was ¥131 million, ¥145 million ¥111 million and ¥221¥111 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, 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 these contracts are recorded in earnings immediately.

Item 12. Description of Securities Other than Equity Securities

A. Debt securities

Not applicable.

B. Warrants and rights

Not applicable.

C. Other securities

Not applicable.

D. American Depositary Shares

 

3.(a)

Depositing or substituting the underlying shares

Not applicable.

 

 (b)Receiving or distributing dividends

Not applicable.

 

 (c)Selling or exercising rights

Upon the distribution or sale of Canon’s ADSs, a holder of American Depositary Receipts is required to pay a commission fee of $5.00 to the depositary for each 100 ADSs (or part of the 100 ADSs) for this transaction.

 

 (d)Withdrawing an underlying security

Not applicable.

 

 (e)Transferring, splitting or grouping receipts

Not applicable.

 

 (f)General depositary services, particularly those charged on an annual basis

Not applicable.

 

 (g)Expenses of the depositary

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Canon’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and Canon’s chief executive officer and chief financial officer concluded that Canon’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, are effective at the reasonable assurance level as of December 31, 2014.2015.

Management’s 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 Exchange Act, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s 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 company’s 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.

Canon’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2014.2015. In making this assessment, management used the criteria established in internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).

Based on its assessment, management concluded that, as of December 31, 2014,2015, Canon’s internal control over financial reporting was effective based on the COSO criteria.

Canon’s independent registered public accounting firm, Ernst & Young ShinNihon LLC, has issued an audit report on the effectiveness of Canon’s internal control over financial reporting. This report appears in Item 18.

Changes in Internal Control over Financial Reporting

There has been no change in Canon’s 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

Canon’s Audit & Supervisory Board has determined that Osami Yoshida is an “audit committee financial expert” as defined by the rules of the SEC. Osami Yoshida has considerable experience and advanced expert knowledge in corporate accounting gained thorough his longstanding practice as a certified public accountant. Osami Yoshida was elected as one of Canon’s Outside Audit & Supervisory Board Members at an ordinary general meeting of shareholders held in March 2014. Osami Yoshida met the independence requirements imposed on Audit & Supervisory Board Members as set forth by Japanese legal provisions.

Item 16B. Code of Ethics

Canon maintains a “Canon Group Code of Conduct” or Code of Conduct, applicable to all executives and employees. The Code of Conduct sets forth provisions relating to honest and ethical conduct (including the handling of conflicts of interest), compliance with applicable laws, rules and regulations and accountability for adherence to the provisions of the Code of Conduct. The Board of Directors maintains a “Code of Ethics” as a supplement to the Code of Conduct. This Code of Ethics applies to Canon’s President and Chief Executive Officer, each member of the Board of Directors (which includes the Chief Financial Officer) and general managers belonging to Canon’s 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 Canon’s 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.

Item 16C. Principal Accountant Fees and Services

Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors

Canon’s Audit & Supervisory Board consisting of five members, including three outside auditors, is responsible for the oversight of the services of its independent registered public accounting firm. The Audit & Supervisory Board has established Pre-Approval Policies and Procedures for Audit and Non-Audit Services. These policies and procedures govern the Audit & Supervisory Board’s review and approval of the board of director’s engagement of Canon’s 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 Canon’s 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 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 pre-approved by the majority of Audit & Supervisory Board.

Certain other services may be pre-approved under detailed categories of audit and non-audit services established annually by the Audit & Supervisory Board, 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 this means must be reported to the Audit & Supervisory Board at its next regularly scheduled meeting.

For services that are not covered by the above two means of pre-approval, the Audit & Supervisory Board has delegated pre-approval authority to any of the standing Audit & Supervisory Board

 

Members of the board. Any engagement of an Independent Registered Public Accounting Firm pre-approved by one of the standing Audit & Supervisory Board Members is required to be reported to the Audit & Supervisory Board at its next regularly scheduled meeting.

Additional services may be pre-approved by the Audit & Supervisory Board on an individual basis.

No services were provided for which pre-approval was waived pursuant to paragraph (c)(7)(i)(C) ofRule 2-01 of Regulation S-X.

Fees and services

The following table discloses the aggregate fees accrued or paid to Canon’s principal accountant and member firms of Ernst & Young for each of the last two fiscal years and briefly describes the services performed:

 

  Year ended
December 31, 2014
   Year ended
December 31, 2013
   Year ended
December 31, 2015
   Year ended
December 31, 2014
 
  (Millions of yen)   (Millions of yen) 

Audit fees

  ¥               2,544    2,444    ¥               2,604    ¥               2,544  

Audit-related fees

   73    57     15     73  

Tax fees

   120    189     121     120  

All other fees

   97    275     34     97  
  

 

   

 

   

 

   

 

 

Total

  ¥2,834    2,965    ¥2,774    ¥2,834  
  

 

   

 

   

 

   

 

 

Audit feesinclude fees billed for professional services rendered for audits of Canon’s annual consolidated financial statements, reviews of consolidated quarterly financial information and statutory audits of the Company and its subsidiaries.

Audit-related feesinclude 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 feesinclude 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 feesinclude fees billed primarily for services rendered with respect to advisory and training services.

Ernst & Young ShinNihon LLC served as Canon’s principal accountant for 20142015 and 2013.2014.

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, Canon’s Audit & Supervisory Board has been identified to act in place of an audit committee. The Audit & Supervisory Board meets the following requirements of the general exemption contained in Rule 10A-3(c)(3):

 

the Audit & Supervisory Board is established pursuant to applicable Japanese law and Canon’s Articles of Incorporation;

under Japanese legal requirements, the Audit & Supervisory Board is separate from the board of directors;

the Audit & Supervisory Board is not elected by the management of Canon and no executive officer of Canon is a member of the Audit & Supervisory Board;

all of the members of the Audit & Supervisory Board meet specific independence requirements from the Company and Canon, the management and the auditing firm, as set forth by Japanese legal provisions;

the Audit & Supervisory Board, in accordance with and to the extent permitted by Japanese law, is responsible for the appointment, retention and oversight of the work of Canon’s external auditors engaged for the purpose of issuing audit reports on Canon’s annual financial statements;

the Audit & Supervisory Board maintains a complaints procedure in accordance with Rule 10A-3(b)(3) of the Exchange Act;

the Audit & Supervisory Board is authorized to engage independent counsel and other advisers, as it deems appropriate; and

the Audit & Supervisory Board is provided with appropriate funding for payment of (i) compensation to Canon’s independent registered public accounting firm engaged for the purpose of issuing audit reports on Canon’s annual financial statements, (ii) compensation to independent counsel and other advisers engaged by the Audit & Supervisory Board, and (iii) ordinary administrative expenses of the Audit & Supervisory Board in carrying out its duties.

Canon’s reliance on Rule 10A-3(c)(3) does not, in its opinion, materially adversely affect the ability of its Audit & Supervisory Board to act independently and to satisfy the other requirements of Rule 10A-3.

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 Canon’s behalf or by 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
shares purchased
   (b) Average price
paid per share
   (c) Total number of
shares purchased as
part of publicly
announced plans or
programs
   (d) Maximum number of
shares that may
yet be purchased
under the plans or
programs
 

2014

  (Shares)   (Yen)     

January 1 - January 31

   993     3,251            

February 1 - February 28

   9,582,331     3,131     9,581,500       

March 1 - March 31

   6,376,619     3,137     6,376,100       

April 1 - April 30

   928     3,181            

May 1 - May 31

   15,121,152     3,307            

June 1 - June 30

   915     3,391     15,120,500       

July 1 - July 31

   619     3,333            

August 1 - August 31

   592     3,403            

September 1- September 30

   1,431     3,514            

October 1 - October 31

   987     3,395            

November 1 - November 30

   14,147,798     3,534     14,146,600       

December 1 - December 31

   1,777     3,876            

Notes:

(1)On February 18, a resolution approved at the meeting of our board directors authorized the Company to acquire to up to 18 million shares with an aggregate purchase price of ¥50 billion during the period from February 19, 2014 through April 4, 2014.

(2)On May 8, a resolution approved at the meeting of our board directors authorized the Company to acquire to up to 17 million shares with an aggregate purchase price of ¥50 billion during the period from May 9, 2014 through July 29, 2014.
(3)On October 30, a resolution approved at the meeting of our board directors authorized the Company to acquire to up to 17 million shares with an aggregate purchase price of ¥50 billion during the period from October 31, 2014 through December 16, 2014.
(4)The Company has completed all of its share repurchase plans or programs listed above by December 31, 2014.
Period  (a) Total number of
shares purchased
   (b) Average price
paid per share
   (c) Total number of
shares purchased as
part of publicly
announced plans or

programs
   (d) Maximum number of
shares that may
yet be purchased
under the plans or

programs
 

2015

  (Shares)   (Yen)     

January 1 - January 31

   275     3,778            

February 1 - February 28

   695     3,813            

March 1 - March 31

   1,177     3,986            

April 1 - April 30

   1,760     4,420            

May 1 - May 31

   898     4,331            

June 1 - June 30

   1,186     4,217            

July 1 - July 31

   612     3,972            

August 1 - August 31

   429     3,968            

September 1 - September 30

   423     3,661            

October 1 - October 31

   755     3,631            

November 1 - November 30

   582     3,705            

December 1 - December 31

   909     3,714            

Column (a) represents the total number of shares purchased as fractional shares from fractional shareowners in accordance with the Corporation Law of Japan, and the purchase of shares from publicly announced plans which is shown in column (c). During 2014,2015, the Company purchased 11,4429,701 shares for a total purchase price of 39,174,88739,006,226 yen upon requests from holders of shares consisting less than one full unit.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Significant Differences in Corporate Governance Practices between Canon and U.S. Companies Listed on the NYSE

Section 303A of the New York Stock Exchange (the “NYSE”) Listed Company Manual (the “Manual”) provides that companies listed on the NYSE must comply with certain corporate governance standards. However, foreign private issuers whose shares have been listed on the NYSE, such as Canon Inc. (the “Company”), are permitted, with certain exceptions, to follow the laws and practices of their home country in place of the corporate governance practices stipulated under the Manual. In such circumstances, the foreign private issuer is required to disclose the significant differences between the corporate governance practices under Section 303A of the Manual and those required in Japan. A summary of these differences as they apply to the Company is provided below.

1. Directors

Currently, the Company’s board of directors does not have any director who could be regarded as an “independent director” under the NYSE Corporate Governance Rules for U.S. listed companies. Unlike the NYSE Corporate Governance Rules, the Corporation Law of Japan (the “Corporation Law”) does not require Japanese companies with the Audit & Supervisory Board such as the Company, to appoint independent directors as members of the board of directors. The NYSE Corporate Governance Rules require non-management directors of U.S. listed companies to meet at regularly scheduled executive sessions without the presence of management. Unlike the NYSE Corporate Governance Rules, however, the Corporation Law does not require companies to implement an internal corporate organ or committee comprised solely of independent directors. Thus, the Company does not have such internal corporate organ or committee.

The Company currently has two outside directors under the Corporation Law. Under the Corporation Law, an “outside” director is anydefined as a person who meets the prescribed conditions, such as, that the person is not currently, and washas not at any time duringbeen in the past,ten years prior to his or her assumption of office as outside director, an executive director (a(which means a director who engages in the execution of business)concurrently performing an executive role) (gyomu shikko torishimariyaku), a corporate executive officer, a manager (shihainin), or any other type of employee of the Companycompany or any of its subsidiaries. Such qualifications for an “outside” director are different from the director independence requirements under the NYSE Corporate Governance Rules.

In addition, pursuant to the regulations of the Japanese stock exchanges, the Company is required to have one or more “independent director(s)/audit & supervisory board member(s),” defined under the relevant

regulations of the Japanese stock exchanges as “outside directors” or “outside audit & supervisory board members” (as defined under the Corporation Law), who are unlikely to have any conflicts of interests with the Company’s general shareholders. Each of the outside directors of the Company satisfies the “independent director/audit & supervisory board member” requirements under the regulations of the Japanese stock exchanges. The definition of “independent director/audit & supervisory board member” is different from that of the definition of independent director under the NYSE Corporate Governance Rules.

2. Committees

Under the Corporation Law, the Company may choose to:(i) have an audit committee, nomination committee and compensation committee and abolish the post of the Audit & Supervisory Board Members;

(ii) have an audit and supervisory committee and abolish the post of the Audit & Supervisory Board Members; or (ii)(iii) have the Audit & Supervisory Board. The Company has elected to have the Audit & Supervisory Board, whose duties include monitoring and reviewing the management and reporting the results of these activities to the shareholders or board of directors of the Company. While the NYSE Corporate Governance Rules provide that U.S. listed companies must have an audit committee, nominating committee and compensation committee, each composed entirely of independent directors, the Corporation Law does not require companies to have specified committees, including those that are responsible for director nomination, corporate governance and executive compensation.

The Company’s board of directors nominates candidates for directorships and submits a proposal at the general meeting of shareholders for shareholder approval. Pursuant to the Corporation Law, the shareholders then vote to elect directors at the meeting. The Corporation Law requires that the total amount or calculation method of compensation for directors and Audit & Supervisory Board Members be determined by a resolution of the general meeting of shareholders respectively, unless the amount or calculation method is provided under the Articles of Incorporation. As the Articles of Incorporation of the Company do not provide an amount or calculation method, the amount of compensation for the directors and the Audit & Supervisory Board Members of the Company is determined by a resolution of the general meeting of shareholders. The allotment of compensation for each director from the total amount of compensation is determined by the Company’s board of directors, and the allotment of compensation to each Audit & Supervisory Board Member is determined by consultation among the Company’s Audit & Supervisory Board Members.

3. Audit Committee

The Company avails itself of paragraph (c)(3) of Rule 10A-3 of the Security Exchange Act, which provides that a foreign private issuer which has established the Audit & Supervisory Board shall be exempt from the audit committee requirements, subject to certain requirements which continue to be applicable under Rule 10A-3. Pursuant to the requirements of the Corporation Law, the shareholders elect the Audit & Supervisory Board Members by resolution of a general meeting of shareholders. The Company currently has five Audit & Supervisory Board Members, although the minimum number of Audit & Supervisory Board Members required pursuant to the Corporation Law is three. Unlike the NYSE Corporate Governance Rules, Japanese laws and regulations, including the Corporation Law, do not require the Audit & Supervisory Board Members to be experts in accounting or to have any other area of expertise. Under the Corporation Law, the Audit & Supervisory Board may determine the auditing policies and methods for investigating the business and assets of a Company, and may resolve other matters concerning the execution of the Audit & Supervisory Board Member’s duties. The Audit & Supervisory Board prepares auditors’ reports, determines a proposal for the nomination or removal of the accounting auditors to be submitted to the general meeting of shareholders, and may veto a proposal for the nomination of the Audit & Supervisory Board Members, accounting auditors and the determination of the amount of compensation for the accounting auditors put forward by the board of directors. Under the Corporation Law, the half or more of a company’s Audit & Supervisory Board Members must be “outside” Audit & Supervisory Board Members. These are individualsAn “outside” Audit & Supervisory Board Member is defined as a person who are prohibitedmeets the prescribed conditions, such as, that the person has not been in the ten years prior to have ever beenhis or her assumption of office as outside Audit & Supervisory Board Member, a director, an accounting adviser (kaikeisanyo), a corporate executive officer, a manager (shihainin), or any other type of employee of the Companycompany or any of its subsidiaries. The Company’s current Audit & Supervisory Board Member system meets these requirements. In addition, pursuant to the regulations of the Japanese stock exchanges, the Company is required to have one or more “independent director(s) or independent Audit & Supervisory Board

Member(s)” which terms are defined under the relevant regulations of the Japanese stock exchanges as “outside directors” or “outside Audit & Supervisory Board Members” (each of which terms is defined under the Corporation Law) who are unlikely to have any conflict of interests with shareholders of the Company. Among the five members on the Company’s board of auditors, three are outside Audit & Supervisory Board Members. In addition, all such three outside Audit & Supervisory Board Members are also qualified as independent Audit & Supervisory Board Members under the regulations of the Japanese stock exchanges. The qualifications for an “outside” or “independent”

“independent” Audit & Supervisory Board Member under the Corporation Law or the regulations of the Japanese stock exchanges are different from the audit committee independence requirement under the NYSE Corporate Governance Rules.

4. Shareholder Approval of Equity Compensation Plans

The NYSE Corporate Governance Rules require that shareholders be given the opportunity to vote on all equity compensation plans and any material revisions of such plans, with certain limited exceptions. Under the Corporation Law, a Company is required to obtain shareholder approval regarding the stock options to be issued to directors and Audit & Supervisory Board Members as part of remuneration of directors and Audit & Supervisory Board Member.

PART III

 

Item 17.Financial Statements

Not applicable.

 

Item 18.Financial Statements

 

Consolidated financial statements of Canon Inc. and Subsidiaries:  Page number 

Reports of Ernst & Young ShinNihon LLC, Independent Registered Public Accounting Firm

   9390  

Consolidated Balance Sheets as of December 31, 2015 and 2014

92

Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013

93

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013

94

Consolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013

   95  

Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012

96

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012

97

Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012

98

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 2013 and 20122013

   10097  

Notes to Consolidated Financial Statements

   10198  

Schedule:

  

Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2015, 2014 2013 and 20122013

   143141  

All other schedules are omitted as permitted by the rules and regulations of the Securities and Exchange Commission as not applicable.

Report of Independent Registered Public Accounting Firm

The Board of Directors and StockholdersShareholders of

Canon Inc.

We have audited the accompanying consolidated balance sheets of Canon Inc. and subsidiaries as of December 31, 20142015 and 2013,2014, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2014.2015. Our audits also included the financial statement schedule listed in the Index at Item 18. These financial statements and schedule are the responsibility of the Company’s 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Canon Inc. and subsidiaries at December 31, 20142015 and 2013,2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014,2015, 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), Canon Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014,2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 27, 201530, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

March 27, 201530, 2016

Report of Independent Registered Public Accounting Firm

The Board of Directors and StockholdersShareholders of

Canon Inc.

We have audited Canon Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014,2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Canon Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s 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 company’s 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 company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Canon Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Canon Inc. and subsidiaries as of December 31, 20142015 and 2013,2014, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2014,2015, and our report dated March 27, 201530, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

March 27, 201530, 2016

Canon Inc. and Subsidiaries

Consolidated Balance Sheets

 

  December 31   December 31 
  2014 2013   2015 2014 
  (Millions of yen)   (Millions of yen) 

Assets

      

Current assets:

      

Cash and cash equivalents(Note 1)

  ¥844,580   ¥788,909    ¥633,613   ¥844,580  

Short-term investments(Note 2)

   71,863    47,914     20,651    71,863  

Trade receivables, net(Note 3)

   625,675    608,741     588,001    625,675  

Inventories(Note 4)

   528,167    553,773     501,895    528,167  

Prepaid expenses and other current assets (Notes 6, 12 and 17)

   321,648    286,605     313,019    321,648  
  

 

  

 

   

 

  

 

 

Total current assets

   2,391,933    2,285,942     2,057,179    2,391,933  

Noncurrent receivables(Note 18)

   29,785    19,276     29,476    29,785  

Investments(Note 2)

   65,176    70,358     67,862    65,176  

Property, plant and equipment, net(Notes 5 and 6)

   1,269,529    1,278,730     1,219,652    1,269,529  

Intangible assets, net(Notes 7 and 8)

   177,288    145,075     241,208    177,288  

Other assets(Notes 6, 7, 8, 11 and 12)

   526,907    443,329  

Goodwill(Notes 7 and 8)

   478,943    211,336  

Other assets(Notes 6, 11 and 12)

   333,453    315,571  
  

 

  

 

   

 

  

 

 

Total assets

  ¥4,460,618   ¥4,242,710    ¥4,427,773   ¥4,460,618  
  

 

  

 

   

 

  

 

 

Liabilities and equity

      

Current liabilities:

      

Short-term loans and current portion of long-term debt(Note 9)

  ¥1,018   ¥1,299    ¥ 688   ¥1,018  

Trade payables(Note 10)

   310,214    307,157     278,255    310,214  

Accrued income taxes(Note 12)

   57,212    53,196     47,431    57,212  

Accrued expenses(Notes 11 and 18)

   345,237    315,536     317,653    345,237  

Other current liabilities(Notes 5, 12 and 17)

   207,698    171,119     171,302    207,698  
  

 

  

 

   

 

  

 

 

Total current liabilities

   921,379    848,307     815,329    921,379  

Long-term debt, excluding current installments(Note 9)

   1,148    1,448     881    1,148  

Accrued pension and severance cost(Note 11)

   280,928    229,664     296,262    280,928  

Other noncurrent liabilities(Notes 7 and 12)

   116,405    96,514     130,838    116,405  
  

 

  

 

   

 

  

 

 

Total liabilities

   1,319,860    1,175,933     1,243,310    1,319,860  

Commitments and contingent liabilities(Note 18)

      

Equity:

      

Canon Inc. stockholders’ equity:

   

Canon Inc. shareholders’ equity:

   

Common stock

      

Authorized 3,000,000,000 shares;
issued 1,333,763,464 shares in 2014 and 2013

   174,762    174,762  

Authorized 3,000,000,000 shares;
issued 1,333,763,464 shares in 2015 and 2014

   174,762    174,762  

Additional paid-in capital

   401,563    402,029     401,358    401,563  

Legal reserve(Note 13)

   64,599    63,091     65,289    64,599  

Retained earnings(Note 13)

   3,320,392    3,212,692     3,365,158    3,320,392  

Accumulated other comprehensive income (loss)(Note 14)

   28,286    (80,646   (29,742  28,286  

Treasury stock, at cost; 241,931,637 shares in 2014 and 196,764,060 shares in 2013

   (1,011,418  (861,666

Treasury stock, at cost; 241,690,840 shares in 2015 and 241,931,637 shares in 2014

   (1,010,410  (1,011,418
  

 

  

 

   

 

  

 

 

Total Canon Inc. stockholders’ equity

   2,978,184    2,910,262  

Total Canon Inc. shareholders’ equity

   2,966,415    2,978,184  

Noncontrolling interests

   162,574    156,515     218,048    162,574  
  

 

  

 

   

 

  

 

 

Total equity

   3,140,758    3,066,777     3,184,463    3,140,758  
  

 

  

 

   

 

  

 

 

Total liabilities and equity

  ¥4,460,618   ¥4,242,710    ¥4,427,773   ¥4,460,618  
  

 

  

 

   

 

  

 

 

See accompanying Notes to Consolidated Financial Statements.

Canon Inc. and Subsidiaries

Consolidated Statements of Income

 

  Years ended December 31   Years ended December 31 
  2014 2013 2012   2015 2014 2013 
  (Millions of yen)   (Millions of yen) 

Net sales

  ¥3,727,252   ¥3,731,380   ¥3,479,788    ¥3,800,271   ¥3,727,252   ¥3,731,380  

Cost of sales(Notes 5, 8, 11 and 18)

   1,865,780    1,932,959    1,829,822     1,865,887    1,865,780    1,932,959  
  

 

  

 

  

 

   

 

  

 

  

 

 

Gross profit

   1,861,472    1,798,421    1,649,966     1,934,384    1,861,472    1,798,421  

Operating expenses(Notes 1, 5, 8, 11, 15 and 18):

        

Selling, general and administrative expenses

   1,189,004    1,154,820    1,029,646     1,250,674    1,189,004    1,154,820  

Research and development expenses

   308,979    306,324    296,464     328,500    308,979    306,324  
  

 

  

 

  

 

   

 

  

 

  

 

 
   1,497,983    1,461,144    1,326,110     1,579,174    1,497,983    1,461,144  
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating profit

   363,489    337,277    323,856     355,210    363,489    337,277  

Other income (deductions):

        

Interest and dividend income

   7,906    6,579    6,792     5,501    7,906    6,579  

Interest expense

   (500  (550  (1,022   (584  (500  (550

Other, net(Notes 1, 2, 17 and 20)

   12,344    4,298    12,931  

Other, net(Notes 1, 2 and 17)

   (12,689  12,344    4,298  
  

 

  

 

  

 

   

 

  

 

  

 

 
   19,750    10,327    18,701     (7,772  19,750    10,327  
  

 

  

 

  

 

   

 

  

 

  

 

 

Income before income taxes

   383,239    347,604    342,557     347,438    383,239    347,604  

Income taxes(Note 12)

   118,000    108,088    110,112     116,105    118,000    108,088  
  

 

  

 

  

 

   

 

  

 

  

 

 

Consolidated net income

   265,239    239,516    232,445     231,333    265,239    239,516  

Less: Net income attributable to noncontrolling interests

   10,442    9,033    7,881     11,124    10,442    9,033  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income attributable to Canon Inc.

  ¥254,797   ¥230,483   ¥224,564    ¥220,209   ¥254,797   ¥230,483  
  

 

  

 

  

 

   

 

  

 

  

 

 
  (Yen)   (Yen) 

Net income attributable to Canon Inc. stockholders per share(Note 16):

    

Net income attributable to Canon Inc. shareholders per share(Note 16):

    

Basic

  ¥229.03   ¥200.78   ¥191.34    ¥201.65   ¥229.03   ¥200.78  

Diluted

   229.03    200.78    191.34     201.65    229.03    200.78  

Cash dividends per share

   150.00    130.00    130.00     150.00    150.00    130.00  

See accompanying Notes to Consolidated Financial Statements.

Canon Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

 

  Years ended December 31   Years ended December 31 
  2014 2013   2012   2015 2014 2013 
  (Millions of yen)   (Millions of yen) 

Consolidated net income

  ¥265,239   ¥239,516    ¥232,445    ¥   231,333   ¥   265,239   ¥   239,516  

Other comprehensive income (loss), net of tax (Note 14):

         

Foreign currency translation adjustments

   143,834    251,576     133,735     (55,504  143,834    251,576  

Net unrealized gains and losses on securities

   2,524    6,612     3,265     2,010    2,524    6,612  

Net gains and losses on derivative instruments

   (195  2,056     (4,880   2,785    (195  2,056  

Pension liability adjustments

   (37,985  32,669     (12,787   (6,543  (37,985  32,669  
  

 

  

 

   

 

   

 

  

 

  

 

 
   108,178    292,913     119,333     (57,252  108,178    292,913  
  

 

  

 

   

 

   

 

  

 

  

 

 

Comprehensive income

   373,417    532,429     351,778     174,081    373,417    532,429  

Less: Comprehensive income attributable to noncontrolling interests

   9,666    14,688     10,824     11,973    9,666    14,688  
  

 

  

 

   

 

   

 

  

 

  

 

 

Comprehensive income attributable to Canon Inc.

  ¥363,751   ¥517,741    ¥340,954    ¥162,108   ¥363,751   ¥517,741  
  

 

  

 

   

 

   

 

  

 

  

 

 

See accompanying Notes to Consolidated Financial Statements.

Canon Inc. and Subsidiaries

Consolidated Statements of Equity

 

 Common
stock
 Additional
paid-in
capital
 Legal
reserve
 Retained
earnings
 Accumulated
other
comprehensive
income (loss)
 Treasury
stock
 Total
Canon Inc.
stockholders’
equity
 Non-
controlling

interests
 Total
equity
  Common
stock
 Additional
paid-in
capital
 Legal
reserve
 Retained
earnings
 Accumulated
other
comprehensive

income (loss)
 Treasury
stock
 Total
Canon Inc.
shareholders’
equity
 Non-
controlling
interests
 Total
equity
 
 (Millions of yen)  (Millions of yen) 

Balance at December 31, 2011

 ¥174,762   ¥401,572   ¥59,004   ¥3,059,298   ¥(481,773 ¥(661,731 ¥2,551,132   ¥162,535   ¥2,713,667  

Equity transactions with noncontrolling interests and other

   (16   152    (1,866   (1,730  (13,591  (15,321

Dividends paid to Canon Inc. stockholders

     (142,362    (142,362   (142,362

Dividends paid to noncontrolling interests

         (3,492  (3,492

Transfer to legal reserve

    2,659    (2,659           

Comprehensive income:

         

Net income

     224,564      224,564    7,881    232,445  

Other comprehensive income (loss), net of tax(Note 14):

         

Foreign currency translation adjustments

      132,704     132,704    1,031    133,735  

Net unrealized gains and losses on securities

      3,148     3,148    117    3,265  

Net gains and losses on derivative instruments

      (4,882   (4,882  2    (4,880

Pension liability adjustments

      (14,580   (14,580  1,793    (12,787
       

 

  

 

  

 

 

Total comprehensive income

        340,954    10,824    351,778  
       

 

  

 

  

 

 

Repurchase of treasury stock, net

   (9   (17   (149,942  (149,968   (149,968
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2012

  174,762    401,547    61,663    3,138,976    (367,249  (811,673  2,598,026    156,276    2,754,302   ¥174,762   ¥401,547   ¥61,663   ¥3,138,976   ¥(367,249 ¥(811,673 ¥2,598,026   ¥156,276   ¥2,754,302  

Equity transactions with noncontrolling interests and other

   489     295    (655   129    (11,182  (11,053   489     295    (655   129    (11,182  (11,053

Dividends to Canon Inc. stockholders

     (155,627    (155,627   (155,627

Dividends to Canon Inc. shareholders

     (155,627    (155,627   (155,627

Dividends to noncontrolling interests

         (3,267  (3,267         (3,267  (3,267

Transfer to legal reserve

    1,428    (1,428               1,428    (1,428           

Comprehensive income:

                  

Net income

     230,483      230,483    9,033    239,516       230,483      230,483    9,033    239,516  

Other comprehensive income, net of tax(Note 14):

                  

Foreign currency translation adjustments

      249,791     249,791    1,785    251,576        249,791     249,791    1,785    251,576  

Net unrealized gains and losses on securities

      6,097     6,097    515    6,612        6,097     6,097    515    6,612  

Net gains and losses on derivative instruments

      2,056     2,056        2,056        2,056     2,056        2,056  

Pension liability adjustments

      29,314     29,314    3,355    32,669        29,314     29,314    3,355    32,669  
       

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        517,741    14,688    532,429          517,741    14,688    532,429  
       

 

  

 

  

 

        

 

  

 

  

 

 

Repurchase of treasury stock, net

   (7   (7   (49,993  (50,007   (50,007

Repurchases and reissuance of treasury stock

   (7   (7   (49,993  (50,007   (50,007
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

 ¥174,762   ¥402,029   ¥63,091   ¥3,212,692   ¥(80,646 ¥(861,666 ¥2,910,262   ¥156,515   ¥3,066,777    174,762    402,029    63,091    3,212,692    (80,646  (861,666  2,910,262    156,515    3,066,777  

Equity transactions with noncontrolling interests and other

   (420   216    (22   (226  (658  (884

Dividends to Canon Inc. shareholders

     (145,790    (145,790   (145,790

Dividends to noncontrolling interests

         (2,949  (2,949

Transfer to legal reserve

    1,508    (1,508           

Comprehensive income:

         

Net income

     254,797      254,797    10,442    265,239  

Other comprehensive income (loss), net of tax(Note 14):

         

Foreign currency translation adjustments

      142,813     142,813    1,021    143,834  

Net unrealized gains and losses on securities

      2,301     2,301    223    2,524  

Net gains and losses on derivative instruments

      (195   (195      (195

Pension liability adjustments

      (35,965   (35,965  (2,020  (37,985
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        363,751    9,666    373,417  
       

 

  

 

  

 

 

Repurchases and reissuance of treasury stock

   (46   (15   (149,752  (149,813   (149,813
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  174,762    401,563    64,599    3,320,392    28,286    (1,011,418  2,978,184    162,574    3,140,758  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Consolidated Statements of Equity (continued)

 

 Common
stock
 Additional
paid-in
capital
 Legal
reserve
 Retained
earnings
 Accumulated
other
comprehensive
income (loss)
 Treasury
stock
 Total
Canon Inc.
stockholders’
equity
 Non-
controlling

interests
 Total
equity
  Common
stock
 Additional
paid-in
capital
 Legal
reserve
 Retained
earnings
 Accumulated
other
comprehensive

income (loss)
 Treasury
stock
 Total
Canon Inc.
shareholders’
equity
 Non-
controlling
interests
 Total
equity
 
 (Millions of yen)  (Millions of yen) 

Balance at December 31, 2013

 ¥174,762   ¥402,029   ¥63,091   ¥3,212,692   ¥(80,646 ¥(861,666 ¥2,910,262   ¥156,515   ¥3,066,777  

Balance at December 31, 2014

  174,762    401,563    64,599    3,320,392    28,286    (1,011,418  2,978,184    162,574    3,140,758  

Equity transactions with noncontrolling interests and other

   (420   216    (22   (226  (658  (884   (29    73     44    (29,627  (29,583

Dividends to Canon Inc. stockholders

     (145,790    (145,790   (145,790

Dividends to Canon Inc. shareholders

     (174,711    (174,711   (174,711

Dividends to noncontrolling interests

         (2,949  (2,949         (3,958  (3,958

Acquisition of subsidiaries

         77,086    77,086  

Transfer to legal reserve

    1,508    (1,508               690    (690           

Comprehensive income:

                  

Net income

     254,797      254,797    10,442    265,239       220,209      220,209    11,124    231,333  

Other comprehensive income, (loss) net of tax(Note 14):

         

Other comprehensive income (loss), net of tax(Note 14):

         

Foreign currency translation adjustments

      142,813     142,813    1,021    143,834        (57,592   (57,592  2,088    (55,504

Net unrealized gains and losses on securities

      2,301     2,301    223    2,524        1,509     1,509    501    2,010  

Net gains and losses on derivative instruments

      (195   (195      (195      2,785     2,785        2,785  

Pension liability adjustments

      (35,965   (35,965  (2,020  (37,985      (4,803   (4,803  (1,740  (6,543
       

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        363,751    9,666    373,417          162,108    11,973    174,081  
       

 

  

 

  

 

        

 

  

 

  

 

 

Repurchase of treasury stock, net

   (46   (15   (149,752  (149,813   (149,813

Repurchases and reissuance of treasury stock

   (176   (42   1,008    790     790  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

 ¥174,762   ¥401,563   ¥64,599   ¥3,320,392   ¥28,286   ¥(1,011,418 ¥2,978,184   ¥162,574   ¥3,140,758  

Balance at December 31, 2015

 ¥174,762   ¥401,358   ¥65,289   ¥3,365,158   ¥(29,742 ¥(1,010,410 ¥2,966,415   ¥218,048   ¥3,184,463  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying Notes to Consolidated Financial Statements.

Canon Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

  Years ended December 31   Years ended December 31 
  2014 2013 2012   2015 2014 2013 
  (Millions of yen)   (Millions of yen) 

Cash flows from operating activities:

        

Consolidated net income

  ¥265,239   ¥239,516   ¥232,445    ¥231,333   ¥265,239   ¥239,516  

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

        

Depreciation and amortization

   263,480    275,173    258,133     273,327    263,480    275,173  

Loss on disposal of fixed assets

   12,429    10,638    11,242     7,975    12,429    10,638  

Impairment loss of investments

   12    39    1,527  

Equity in (earnings) losses of affiliated companies

   (478  664    (610   (447  (478  664  

Deferred income taxes

   8,929    16,791    7,487     4,672    8,929    16,791  

Decrease in trade receivables

   9,323    45,040    5,030     22,720    9,323    45,040  

(Increase) decrease in inventories

   59,004    85,577    (24,805

Decrease in inventories

   14,249    59,004    85,577  

Decrease in trade payables

   (24,620  (108,622  (102,293   (17,288  (24,620  (108,622

Increase (decrease) in accrued income taxes

   3,586    (9,432  12,427     (8,731  3,586    (9,432

Increase (decrease) in accrued expenses

   11,124    (15,635  (30,089   (25,529  11,124    (15,635

Increase (decrease) in accrued (prepaid) pension and severance cost

   (6,305  (15,568  5,515     4,622    (6,305  (15,568

Other, net

   (17,796  (16,539  8,068     (32,179  (17,784  (16,500
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash provided by operating activities

   583,927    507,642    384,077     474,724    583,927    507,642  

Cash flows from investing activities:

        

Purchases of fixed assets(Note 5)

   (218,362  (233,175  (316,211   (252,948  (218,362  (233,175

Proceeds from sale of fixed assets(Note 5)

   3,994    1,763    4,861     3,824    3,994    1,763  

Purchases of available-for-sale securities

   (311  (5,771  (417   (98  (311  (5,771

Proceeds from sale and maturity of available-for-sale securities

   2,606    4,528    344     804    2,606    4,528  

(Increase) decrease in time deposits, net

   (14,223  (12,483  103,137     47,665    (14,223  (12,483

Acquisitions of subsidiaries, net of cash acquired(Note7)

   (54,772  (4,914  (704

Acquisitions of businesses, net of cash acquired(Note 7)

   (251,534  (54,772  (4,914

Purchases of other investments

       (296  (796   (1,220      (296

Other, net

   11,770    136    (2,954   (112  11,770    136  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in investing activities

   (269,298  (250,212  (212,740   (453,619  (269,298  (250,212

Cash flows from financing activities:

        

Proceeds from issuance of long-term debt

   1,377    1,483    614     717    1,377    1,483  

Repayments of long-term debt

   (2,152  (2,334  (3,732   (1,350  (2,152  (2,334

Decrease in short-term loans, net

   (54  (547  (5,055       (54  (547

Purchases of noncontrolling interests

   (29,570      (2,616

Dividends paid

   (145,790  (155,627  (142,362   (174,711  (145,790  (155,627

Repurchases of treasury stock, net

   (149,813  (50,007  (149,968

Repurchases and reissuance of treasury stock

   790    (149,813  (50,007

Other, net

   (4,454  (15,149  (19,236   (6,078  (4,454  (12,533
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in financing activities

   (300,886  (222,181  (319,739   (210,202  (300,886  (222,181

Effect of exchange rate changes on cash and cash equivalents

   41,928    86,982    41,853     (21,870  41,928    86,982  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change in cash and cash equivalents

   55,671    122,231    (106,549   (210,967  55,671    122,231  

Cash and cash equivalents at beginning of year

   788,909    666,678    773,227     844,580    788,909    666,678  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of year

  ¥844,580   ¥788,909   ¥666,678    ¥633,613   ¥844,580   ¥788,909  
  

 

  

 

  

 

   

 

  

 

  

 

 

Supplemental disclosure for cash flow information :

    

Supplemental disclosure for cash flow information:

    

Cash paid during the year for:

        

Interest

  ¥462  ¥500  ¥1,084    ¥653   ¥462   ¥500  

Income taxes

   111,819    108,950    98,096     117,643    111,819    108,950  

See accompanying Notes to Consolidated Financial Statements.

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 world’s leading manufacturers in such fields as office products, imaging system products and industry and other products. Office products consist mainly of office multifunction devices (“MFDs”), laser multifunction printers (“MFPs”), laser printers, digital production printing systems, high speed continuous feed printers,wide-format printers and document solutions. Imaging system products consist mainly of interchangeable lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, compact photo printers, inkjet printers, large-format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators. Industry and other products consist mainly of semiconductor lithography equipment, FPD (Flat panel display) lithography equipment, digital radiography systems, ophthalmic equipment, vacuum thin-film deposition equipment, organic LED (“OLED”) panel manufacturing equipment, die bonders, micromotors, network cameras, handy terminals and document scanners. Canon’s consolidated net sales for the years ended December 31, 2015, 2014 2013 and 20122013 were distributed as follows: the Office Business Unit 55.8%55.5%, 53.6%55.8% and 50.5%53.6%, the Imaging System Business Unit 36.0%33.3%, 38.8%36.0% and 40.4%38.8%, the Industry and Others Business Unit 10.7%13.8%, 10.0%10.7% and 11.7%10.0%, and elimination between segments 2.5%2.6%, 2.4%2.5% and 2.6%2.4%, respectively. These percentages were computed by dividing segment net sales, including intersegment sales, by consolidated net sales, based on the segment operating results described in Note 21.

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 geographic area. 80.6%81.2%, 80.8%80.6% and 79.3%80.8% of consolidated net sales for the years ended December 31, 2015, 2014 2013 and 20122013 were generated outside Japan, with 27.8%30.1%, 28.4%27.8% and 27.0%28.4% in the Americas, 29.3%28.3%, 30.1%29.3% and 29.1%30.1% in Europe, and 23.5%22.8%, 22.3%23.5% and 23.2%22.3% in Asia and Oceania, respectively.

Canon sells laser printers on an OEM basis to Hewlett-Packard Company;HP Inc.; such sales constituted 17.4%17.8%, 17.6%17.4% and 17.0%17.6% of consolidated net sales for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively, and are included in the Office Business Unit.

Canon’s manufacturing operations are conducted primarily at 28 plants in Japan and 18 overseas plants which are located in countries or regions such as the United States, Germany, France, the Netherlands, Taiwan, China, Malaysia, Thailand, Vietnam and Philippines.

 

(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 (“GAAP”). These adjustments were not recorded in the statutory books of account.

 

(c)Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its majority owned subsidiaries and those variable interest entities where the Company or its consolidated subsidiaries are the primary beneficiaries. All significant intercompany balances and transactions have been eliminated.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Basis of Presentation and Significant Accounting Policies (continued)

 

(d)Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts 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, impairment of long-lived assets, goodwill and other intangible assets with indefinite useful lives, environmental liabilities, valuation of deferred tax assets, uncertain tax positions and employee retirement and severance benefit obligations. Actual results could differ materially from those estimates.

 

(e)Translation of Foreign Currencies

Assets and liabilities of the Company’s 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) in the consolidated statements of income. Foreign currency exchange gains and losses were a net loss of ¥22,149 million for the year ended December 31, 2015, a net gain of ¥2,628 million for the year ended December 31, 2014 and a net loss of ¥1,992 million for the year ended December 31, 2013, and a net gain of ¥9,130 million for the year ended December 31, 2012, respectively.

 

(f)Cash Equivalents

All highly liquid investments acquired with original maturities of three months or less are considered to be cash equivalents. Certain debt securities with original maturities of less than three months, classified as available-for-sale securities of ¥139,240¥80,870 million and ¥183,078¥139,240 million at December 31, 20142015 and 2013,2014, respectively, are included in cash and cash equivalents in the consolidated balance sheets.

 

(g)Investments

Investments consist primarily of time deposits with original maturities of more than three months, debt and marketable equity securities, investments in affiliated companies and non-marketable equity securities. Canon reports investments with maturities of less than one year as short-term investments.

Canon classifies investments in debt and marketable equity securities as available-for-sale orheld-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. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate. Unrealized holding gains and losses, net of the related tax effect, are reported as a separate component of accumulated other comprehensive income (loss) until realized. Held-to-maturity securities are recorded at amortized cost, adjusted for amortization of premiums and accretion of discounts.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Basis of Presentation and Significant Accounting Policies (continued)

 

(g)Investments (continued)

 

Available-for-sale and held-to-maturity securities are regularly reviewed for other-than-temporary declines in the carrying amount 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 Canon’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. For debt securities for which the declines are deemed to be other-than-temporary and there is no intent to sell, impairments are separated into the amount related to credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income (loss). For debt securities for which the declines are deemed to be other-than-temporary and there is an intent to sell, impairments in their entirety are recognized in earnings. For equity securities for which the declines are deemed to be other-than-temporary, impairments in their entirety are recognized in earnings. Canon recognizes an impairment loss to the extent by which the cost basis of the investment exceeds the fair value of the investment.

Realized gains and losses are determined by the average cost method and reflected in earnings.

Investments in affiliated companies over which Canon has the ability to exercise significant influence, but does not hold a controlling financial interest, are accounted for by the equity method.

Non-marketable equity securities in companies over which Canon does not have the ability to exercise significant influence are stated at cost and reviewed periodically for impairment.

 

(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 and historical experience. An additional reserve for individual accounts is recorded when Canon becomes aware of a customer’s 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 uncollectable and charged against the allowance.

 

(i)Inventories

Inventories are stated at the lower of cost or market value. Cost is determined by the average method for domestic inventories and principally by the first-in, first-out method for overseas inventories.

 

(j)Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment, and acquired intangible assets 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 and the 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.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Basis of Presentation and Significant Accounting Policies (continued)

 

(k)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 1 year to 20 years for machinery and equipment.

Assets leased to others under operating leases are stated at cost and depreciated to the estimated residual value of the assets by the straight-line method over the lease term, generally from 2 years to 5 years.

 

(l)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. Canon performs its impairment test of goodwill using the two-step approach at the reporting unit level, which is one level below the operating segment level. All goodwill is assigned to the reporting unit or units that benefit from the synergies arising from each business combination. If the carrying amount assigned to the reporting unit exceeds the fair value of the reporting unit, Canon performs the second step to measure an impairment charge in the amount by which the carrying amount of a reporting unit’s goodwill exceeds its implied fair value.

Intangible assets with finite useful lives consist primarily of software, trademarks, patents and developed technology, license fees patented technologies and customer relationships. Software and license feesrelationships, which are amortized using the straight-line method over themethod. The estimated useful lives which range primarilyof software are from 3 years to 5 years, for softwaretrademarks are 15 years, patents and 5developed technology are from 7 years to 1016 years, for license fees. Patented technologiesfees are amortized using the straight-line method principally over the estimated useful lives, which range7 years, and customer relationships are from 8 years to 16 years. Customer relationships are amortized principally using the declining-balance method over the estimated useful life of 5 years.15 years, respectively. Certain costs incurred in connection with developing or obtaining internal-use software are capitalized. These costs consist primarily of payments made to third parties and the salaries of employees working on such software development. Costs incurred in connection with developing internal-use software are capitalized at the application development stage. In addition, Canon develops or obtains certain software to be sold where related costs are capitalized after establishment of technological feasibility.

 

(m)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.

 

(n)Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Canon records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not realizable.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Basis of Presentation and Significant Accounting Policies (continued)

 

(n)Income Taxes (continued)

 

a change in tax rates is recognized in income in the period that includes the enactment date. Canon records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not realizable.

Canon recognizes the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Interest and penalties accrued related to unrecognized tax benefits are included in income taxes in the consolidated statements of income.

 

(o)Stock-Based Compensation

Canon measures stock-based compensation cost at the grant date, based on the fair value of the award, and recognizes the cost on a straight-line basis over the requisite service period, which is the vesting period.

 

(p)Net Income Attributable to Canon Inc. StockholdersShareholders per Share

Basic net income attributable to Canon Inc. stockholdersshareholders per share is computed by dividing net income attributable to Canon Inc. by the weighted-average number of common shares outstanding during each year. Diluted net income attributable to Canon Inc. stockholdersshareholders per share includes the effect from potential issuances of common stock based on the assumptions that all stock options were exercised.

 

(q)Revenue Recognition

Canon generates revenue principally through the sale of office and imaging system products, equipment, supplies, and related services under separate contractual arrangements. Canon recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and title and risk of loss have been transferred to the customer or services have been rendered, the sales price is fixed or determinable, and collectibility is probable.

Revenue from sales of office products, such as office MFDs and laser printers, and imaging system products, such as digital cameras and inkjet printers, is recognized upon shipment or delivery, depending upon when title and risk of loss transfer to the customer.

Canon also offers separately priced product maintenance contracts for most office products, for which the customer typically pays a stated base service fee plus a variable amount based on usage. Revenue from these service maintenance contracts is measured at the stated amount of the contract and recognized as services are provided and variable amounts are earned.

Revenue from the sale of equipment under sales-type leases is recognized at the inception of the lease. Income on sales-type leases and direct-financing leases is recognized over the life of each respective lease using the interest method. Leases not qualifying as sales-type leases or direct-financing leases are accounted for as operating leases and related revenue is recognized ratably over the lease term. When equipment leases are bundled with product maintenance contracts, revenue is allocated based upon the estimated relative fair value of the lease and non-lease deliverables. Lease deliverables generally include equipment, financing and executory costs, while non-lease deliverables generally consist of product maintenance contracts and supplies.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(q)Revenue Recognition (continued)

Revenue from sales of optical equipment, such as semiconductor lithography equipment and FPD lithography equipment that are sold with customer acceptance provisions related to their functionality, is recognized when the equipment is installed at the customer site and the specific criteria of the equipment

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(q)Revenue Recognition (continued)

functionality are successfully tested and demonstrated by Canon. Service revenue is derived primarily from separately priced product maintenance contracts on equipment sold to customers and is measured at the stated amount of the contract and recognized as services are provided.

For all other arrangements with multiple elements, Canon allocates revenue to each element based on its relative selling price if such element meets the criteria for treatment as a separate unit of accounting. Otherwise, revenue is deferred until the undelivered elements are fulfilled and accounted for as a single unit of accounting.

Canon records estimated reductions to sales at the time of sale for sales incentive programs including product discounts, customer promotions and volume-based rebates. Estimated reductions to sales are based upon historical trends and other known factors at the time of sale. Canon regularly adjusts its estimates each period in the ordinary course of establishing sales incentive program accruals based on current information. During the year ended December 31, 2012, Canon revised its estimates for sales incentive program accruals based on new information which was not available at the time that the accrual was established due to unique circumstances, such as the earthquake in Japan and the flooding in Thailand that occurred in 2011 as well as a recent shift in usage of incentive programs from mail-in rebates to instant rebates. This change in estimate caused an increase in net income attributable to Canon Inc. of ¥10,785 million, and an increase in basic and diluted net income attributable to Canon Inc. stockholders per share of ¥9.19 each. During the years ended December 31, 2014 and 2013, such adjustments were not significant. Canon also 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 in the consolidated statements of income. Estimates for accrued product warranty costs are based on historical experience, and are affected by ongoing product failure rates, specific product class failures outside of the baseline experience, material usage and service delivery costs incurred in correcting a product failure.

Taxes collected from customers and remitted to governmental authorities are excluded from revenues in the consolidated statements of income.

 

(r)Research and Development Costs

Research and development costs are expensed as incurred.

 

(s)Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses were ¥80,907 million, ¥79,765 million ¥86,398 million and ¥83,134¥86,398 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively.

 

(t)Shipping and Handling Costs

Shipping and handling costs totaled ¥52,504 million, ¥49,576 million ¥47,460 million and ¥38,499¥47,460 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively, and are included in selling, general and administrative expenses in the consolidated statements of income.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

 

(u)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.

Canon uses and designates certain derivatives as 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 hedge’s inception and on an ongoing basis, whether the derivatives that are used in

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(u)Derivative Financial Instruments (continued)

hedging transactions are highly effective in offsetting changes in 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 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 related to the components of hedging instruments excluded from the assessment of hedge effectiveness are included in other income (deductions).

Canon also uses certain derivative financial instruments which are not designated as hedges. The changes in fair values of these derivative financial instruments are immediately recorded in earnings.

Canon classifies cash flows from derivatives as cash flows from operating activities in the consolidated statements of cash flows.

 

(v)Guarantees

Canon recognizes, at the inception of a guarantee, a liability for the fair value of the obligation it has undertaken in issuing guarantees.

 

(w)Recently Issued Accounting Guidance

In May 2014,September 2015, the Financial Accounting Standards Board (“FASB”) issued an amendment which requires an acquirer in a business combination to recognize the effect on earnings of any adjustments identified during the measurement period after an acquisition in the same period the adjustment is identified, as opposed to the prior guidance which required material adjustments be retrospectively adjusted. Canon adopted this amended guidance from the quarter beginning October 1, 2015. This adoption did not have a material impact on its consolidated results of operations and financial condition.

In May 2014, the FASB issued a new accounting standard related to revenue from contracts with customers. This standard requires an entity to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard iswas originally planned to be effective for annual reporting periods beginning after December 15, 2016, and is required to be adopted by Canon fromhowever, in August 2015, the quarter beginning January 1, 2017.FASB issued an accounting standard update for a one-year deferral of the effective date. Early adoption as of the original effective date is not permitted. This standard may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. Canon has not selected a transition method and is currently evaluating the adoption date and the effect that the adoption of this standard will have on its consolidated results of operations and financial condition.

In July 2015, the FASB issued an amendment which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. Canon is currently evaluating the adoption date and does not expect the adoption of this guidance to have a material impact on its consolidated results of operations and financial condition.

In November 2015, the FASB issued an amendment which requires deferred tax assets and liabilities be classified as noncurrent in the consolidated balance sheets. This guidance is effective for annual reporting

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(w)Recently Issued Accounting Guidance (continued)

periods beginning after December 15, 2016, and early adoption is permitted. Canon will early adopt this amended guidance from the quarter beginning January 1, 2016, on a prospective basis, and prior periods were not retrospectively adjusted. The adoption of this guidance will have an impact on its consolidated balance sheets as our current deferred tax assets were ¥55,108 million and current deferred tax liabilities were ¥2,682 million as of December 31, 2015.

In January 2016, the FASB issued an amendment which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This guidance includes the requirement that equity investments be measured at fair value with changes in the fair value recognized in net income. This guidance is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted for certain provisions. Canon is currently evaluating the adoption date and the effect that the adoption of this guidance will have on its consolidated results of operations and financial condition.

In February 2016, the FASB issued an amendment which requires lessees to recognize most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current guidance. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted. Canon is currently evaluating the adoption date and the effect that the adoption of this guidance will have on its consolidated results of operations and financial condition.

 

2. Investments

The cost, gross unrealized holding gains, gross unrealized holding losses and fair value for available-for-sale securities included in investments by major security type at December 31, 20142015 and 20132014 were as follows:

 

  December 31, 2014   December 31, 2015 
  Cost   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair
value
   Cost   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair
value
 
  (Millions of yen)   (Millions of yen) 

Noncurrent:

                

Government bonds

  ¥          331    ¥            —    ¥              6    ¥          325    ¥298    ¥    ¥11    ¥287  

Corporate bonds

   512     153     29     636     6     195          201  

Fund trusts

   84               84     63     1          64  

Equity securities

   20,905     19,765     17     40,653     20,461     23,482     1,094     42,849  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥21,832    ¥19,918    ¥52    ¥41,698    ¥  20,828    ¥23,678    ¥1,105    ¥43,401  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  December 31, 2013   December 31, 2014 
  Cost   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair
value
   Cost   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair
value
 
  (Millions of yen)   (Millions of yen) 

Noncurrent:

                

Government bonds

  ¥338    ¥ —    ¥31    ¥307    ¥331    ¥    ¥6    ¥325  

Corporate bonds

   491     16     26     481     512     153     29     636  

Fund trusts

   68               68     84               84  

Equity securities

   18,112     16,450     26     34,536     20,905     19,765     17     40,653  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥19,009    ¥16,466    ¥83    ¥35,392    ¥21,832    ¥19,918    ¥52    ¥41,698  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.Investments (continued)

Maturities of available-for-sale debt securities included in investments in the accompanying consolidated balance sheets were as follows at December 31, 2014:2015:

 

   Cost   Fair value 
   (Millions of yen) 

Due after five years

  ¥            843    ¥            961  
  

 

 

   

 

 

 
  ¥843    ¥961  
  

 

 

   

 

 

 
             Cost                   Fair value      
   (Millions of yen) 

Due after five years

  ¥304    ¥           488  
  

 

 

   

 

 

 
  ¥     304    ¥488  
  

 

 

   

 

 

 

Gross realized gains were ¥329 million, ¥2,540 million ¥2,360 million and ¥238¥2,360 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively. Gross realized losses, including write-downs for impairments that wereother-than-temporary, were ¥31 million, ¥2¥31 million and ¥1,545¥2 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively.

At December 31, 2014,2015, substantially all of the available-for-sale securities with unrealized losses had been in a continuous unrealized loss position for less than twelve months.

Time deposits with original maturities of more than three months are ¥71,863¥20,651 million and ¥47,914¥71,863 million at December 31, 20142015 and 2013,2014, respectively, and are included in short-term investments in the accompanying consolidated balance sheets.

Aggregate cost of non-marketable equity securities accounted for under the cost method totaled ¥1,164¥2,570 million and ¥14,794¥1,164 million at December 31, 20142015 and 2013,2014, respectively. These investments were not evaluated for

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.Investments (continued)

impairment at December 31, 20142015 and 2013,2014, respectively, 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 ¥20,863¥20,415 million and ¥18,937¥20,863 million at December 31, 20142015 and 2013,2014, respectively. Canon’s share of the net earnings (losses) in affiliated companies accounted for by the equity method, included in other income (deductions), were earnings of ¥478 million, losses of ¥664¥447 million and earnings of ¥610¥478 million for the years ended December 31, 2015 and 2014, 2013respectively, and 2012, respectively.losses of ¥664 million for the year ended December 31, 2013.

 

3. Trade Receivables

Trade receivables are summarized as follows:

 

  December 31   December 31 
  2014 2013   2015 2014 
  (Millions of yen)   (Millions of yen) 

Notes

  ¥      18,476   ¥      15,461    ¥17,614   ¥18,476  

Accounts

   619,321    606,010             582,464           619,321  
  

 

  

 

   

 

  

 

 
   637,797    621,471     600,078    637,797  

Less allowance for doubtful receivables

   (12,122  (12,730   (12,077  (12,122
  

 

  

 

   

 

  

 

 
  ¥625,675   ¥608,741    ¥588,001   ¥625,675  
  

 

  

 

   

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

4. Inventories

Inventories are summarized as follows:

 

   December 31 
   2014   2013 
   (Millions of yen) 

Finished goods

  ¥    363,685    ¥    406,443  

Work in process

   144,394     128,120  

Raw materials

   20,088     19,210  
  

 

 

   

 

 

 
  ¥528,167    ¥553,773  
  

 

 

   

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

                                    
   December 31 
   2015  2014 
   (Millions of yen) 

Finished goods

  ¥357,115   ¥363,685  

Work in process

   130,258    144,394  

Raw materials

         14,522          20,088  
  

 

 

  

 

 

 
  ¥501,895   ¥528,167  
  

 

 

  

 

 

 

 

5. Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and are summarized as follows:

 

                                    
  December 31   December 31 
  2014 2013   2015 2014 
  (Millions of yen)   (Millions of yen) 

Land

  ¥286,336   ¥282,484    ¥282,786   ¥286,336  

Buildings

   1,609,667    1,570,024     1,632,604    1,609,667  

Machinery and equipment

   1,822,026    1,736,107     1,813,116    1,822,026  

Construction in progress

   70,759    73,645     61,952    70,759  
  

 

  

 

   

 

  

 

 
   3,788,788    3,662,260     3,790,458    3,788,788  

Less accumulated depreciation

   (2,519,259  (2,383,530   (2,570,806  (2,519,259
  

 

  

 

   

 

  

 

 
  ¥1,269,529   ¥1,278,730    ¥1,219,652   ¥1,269,529  
  

 

  

 

   

 

  

 

 

Depreciation expenses for the years ended December 31, 2015, 2014 and 2013 and 2012 were ¥223,759 million, ¥213,739 million ¥223,158 million and ¥211,973¥223,158 million, respectively.

Amounts due for purchases of property, plant and equipment were ¥40,483¥30,789 million and ¥33,585¥40,483 million at December 31, 20142015 and 2013,2014, respectively, and are included in other current liabilities in the accompanying consolidated balance sheets. Fixed assets presented in the consolidated statements of cash flows include property, plant and equipment and intangible assets.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

6. Finance Receivables and Operating Leases

Finance receivables represent financing leases which consist of sales-type leases and direct-financing leases resulting from the sales of Canon’s and complementary third-party products primarily in foreign countries. These receivables typically have terms ranging from 1 year to 6 years. The components of the finance receivables, which are included in prepaid expenses and other current assets, and other assets in the accompanying consolidated balance sheets, are as follows:

 

   December 31 
           2014                  2013         
   (Millions of yen) 

Total minimum lease payments receivable

  ¥308,733   ¥278,621  

Unguaranteed residual values

   13,924    9,566  

Executory costs

   (1,680  (2,184

Unearned income

   (31,919  (29,875
  

 

 

  

 

 

 
   289,058    256,128  

Less allowance for credit losses

   (6,276  (7,323
  

 

 

  

 

 

 
   282,782    248,805  

Less current portion

   (102,920  (91,025
  

 

 

  

 

 

 
  ¥179,862   ¥157,780  
  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

6.Finance Receivables and Operating Leases (continued)

The activity in the allowance for credit losses is as follows:

  December 31 
          2015         2014 
  (Millions of yen) 

Total minimum lease payments receivable

  ¥318,066   ¥308,733  

Unguaranteed residual values

   14,271    13,924  

Executory costs

   (888  (1,680

Unearned income

   (31,920  (31,919
  

 

  

 

 
   299,529    289,058  

Less allowance for credit losses

   (2,878  (6,276
  

 

  

 

 
   296,651    282,782  

Less current portion

   (109,220  (102,920
  

 

  

 

 
  ¥187,431   ¥179,862  
  

 

  

 

 

The activity in the allowance for credit losses is as follows:

   
  Years ended December 31   Years ended December 31 
              2014                      2013                    2015         2014 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥        7,323   ¥6,908    ¥6,276   ¥      7,323  

Charge-offs

   (1,171  (1,278   (1,343  (1,171

Provision

   154    212     55    154  

Other

   (30  1,481  

Translation adjustments and other

   (2,110  (30
  

 

  

 

   

 

  

 

 

Balance at end of year

  ¥6,276   ¥7,323    ¥2,878   ¥6,276  
  

 

  

 

   

 

  

 

 

Canon has policies in place to ensure that its products are sold to customers with an appropriate credit history, and continuously monitors its customers’ credit quality based on information including length of period in arrears, macroeconomic conditions, initiation of legal proceedings against customers and bankruptcy filings. The allowance for credit losses of finance receivables are evaluated collectively based on historical experience of credit losses. An additional reserve for individual accounts is recorded when Canon becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings. Finance receivables which are past due or individually evaluated for impairment at December 31, 20142015 and 20132014 are not significant.

The cost of equipment leased to customers under operating leases included in property, plant and equipment, net at December 31, 2015 and 2014 and 2013 was ¥113,997¥108,746 million and ¥103,403¥113,997 million, respectively. Accumulated depreciation on equipment under operating leases at December 31, 2015 and 2014 was ¥82,916 million and 2013 was ¥87,338 million, respectively.

Canon Inc. and ¥78,821 million, respectively.Subsidiaries

Notes to Consolidated Financial Statements (continued)

6.Finance Receivables and Operating Leases (continued)

The following is a schedule by year of the future minimum lease payments to be received under financing leases and noncancelable operating leases at December 31, 2014.2015.

 

  Financing leases   Operating leases   Financing leases   Operating leases 
  (Millions of yen)   (Millions of yen) 

Year ending December 31:

        

2015

  ¥    121,619    ¥8,541  

2016

   90,955     4,585    ¥         127,714    ¥         8,709  

2017

   56,672     3,064     90,137     5,307  

2018

   28,688     1,450     57,828     3,308  

2019

   10,013     678     30,501     1,786  

2020

   11,165     490  

Thereafter

   786     220     721     206  
  

 

   

 

   

 

   

 

 
  ¥308,733    ¥    18,538    ¥318,066    ¥19,806  
  

 

   

 

   

 

   

 

 

 

7. Acquisitions

On April 15, 2015, the Company acquired 76.1% of the issued shares of Axis AB (“Axis”), a Sweden-based company listed on Nasdaq Stockholm, a global leader in the network video solution industry, primarily through a public cash tender offer for consideration of ¥ 244,725 million. In addition, the Company acquired 9.0% of the issued shares of Axis from noncontrolling shareholders primarily through an additional public cash tender offer. As a result, the Company’s aggregate interest represents 85.1% of the issued shares of Axis. The fair value of the 23.9% noncontrolling interest in Axis of ¥ 77,086 million was measured based on Axis’s common stock price on the acquisition date.

The acquisition was accounted for using the acquisition method of accounting. Acquisition-related costs were expensed as incurred and were not material.

The Company views its network surveillance camera business as a promising new business area for Canon. Canon aims to provide advanced and high-performance network solutions to its customers and improve its product competitiveness through the acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at acquisition date.

(Millions of yen)

Current assets

¥31,365

Intangible assets

60,992

Goodwill

259,863

Other noncurrent assets

2,053

Non-current assets

322,908

Total assets acquired

354,273

Total liabilities assumed

32,462

Net assets acquired

¥321,811

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

7.Acquisitions (continued)

Intangible assets acquired, which are subject to amortization, consist of trademarks of ¥ 42,880 million, patents and developed technology of ¥ 17,823 million and software of ¥ 289 million. Canon has estimated the amortization period for the trademarks, patents and developed technology, and software to be 15 years, 7 years and 5 years, respectively. The weighted average amortization period for all intangible assets is approximately 13 years.

Goodwill recorded is attributable primarily to expected synergies from combining operations of Axis and Canon. None of the goodwill is expected to be deductible for tax purposes. The goodwill is assigned primarily to the Industry and Others Business Unit for impairment testing.

The amounts of net sales of Axis since the acquisition date included in the Canon’s consolidated statement of income for the year ended December 31, 2015 were ¥ 72,602 million. The amounts of net income of Axis included in the Canon’s consolidated statement of income were not material.

Pro forma results of operations were not disclosed because the effect on the Canon’s consolidated statement of income was not material.

Canon acquired businesses other than that described above during the year ended December 31, 2015 that were not material to its consolidated financial statements.

During the year ended December 31, 2014, Canon acquired several companies for a total cash consideration of ¥70,671 million, of which ¥30,696 million, ¥8,789 million, and ¥4,633 million was attributed to intangible assets, the related deferred tax liabilities, and other net assets acquired, respectively, and the residual amount of ¥44,131 million was recorded as goodwill. The goodwill recorded is attributable primarily to expected synergies from the combined operations of the acquired companies and Canon. None of the goodwill is expected to be deductible for tax purposes. Total acquisition-related costs were expensed as incurred and were not significant.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

7.Acquisitions (continued)

Intangible assets acquired, which are subject to amortization, consist of software of ¥13,290 million, customer relationships of ¥1,628 million and other intangible assets of ¥3,841 million. Canon has estimated the weighted average amortization period for the software and customer relationships to be 7 years and 6 years, respectively. The weighted average amortization period for all intangible assets is approximately 9 years. Intangible assets acquired, which are not subject to amortization, consist of in-process research and development of ¥11,937 million.

The results of operations of the acquired companies were included in Canon’s consolidated financial statements from the respective acquisition dates and were not material. Pro forma results of operations have not been disclosed because the effects of these acquisitions were not material, individually and in the aggregate.

 

8. Goodwill and Other Intangible Assets

Intangible assets subject to amortization acquired during the yearsyear ended December 31, 2014 and 2013,2015, including those recorded from businesses acquired, totaled ¥62,189 million and ¥42,630¥113,216 million, which primarily consist of trademarks of ¥42,949 million, software of ¥54,686¥39,817 million, and ¥37,419 million, respectively.patents and developed technology of ¥18,083 million. The weighted average amortization periods for intangible assets in total acquired during the year ended December 31, 2015 are approximately 9 years. The weighted average amortization periods for trademarks, software, and patents and developed technology acquired during the year ended December 31, 2015 are approximately 15 years, 5 years and 7 years, respectively.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

8.Goodwill and Other Intangible Assets (continued)

Intangible assets subject to amortization acquired during the year ended December 31, 2014, and 2013including those recorded from businesses acquired, totaled ¥62,189 million, which primarily consist of software of ¥54,686 million. The weighted average amortization periods for intangible assets in total acquired during the year ended December 31, 2014 are approximately 5 years and 4 years, respectively.years. The weighted average amortization periods for software acquired during the yearsyear ended December 31, 2014 and 2013 are approximately 4 years.

The components of intangible assets subject to amortization at December 31, 20142015 and 20132014 were as follows:

 

  December 31, 2014   December 31, 2013   December 31, 2015   December 31, 2014 
  Gross
carrying
amount
   Accumulated
amortization
   Gross
carrying
amount
   Accumulated
amortization
   Gross
carrying
amount
   Accumulated
amortization
   Gross
carrying
amount
   Accumulated
amortization
 
  (Millions of yen)   (Millions of yen) 

Software

  ¥312,069    ¥185,885    ¥271,425    ¥167,411    ¥308,348    ¥181,972    ¥312,069    ¥185,885  

Trademarks

   49,861     2,952     10,858     6,137  

Patents and developed technology

   39,685     16,123     22,371     13,845  

Customer relationships

   53,494     46,713     50,792     39,957     17,159     10,173     53,494     46,713  

Patented technologies

   13,059     9,052     29,067     24,027  

License fees

   11,765     7,860     13,194     7,902     15,669     5,617     11,765     7,860  

Other

   36,625     18,281     32,319     16,094     17,070     7,690     16,455     7,351  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥427,012    ¥267,791    ¥396,797    ¥255,391    ¥447,792    ¥224,527    ¥427,012    ¥267,791  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Aggregate amortization expense for the years ended December 31, 2015, 2014 and 2013 and 2012 was ¥49,568 million, ¥49,741 million ¥52,015 million and ¥46,160¥52,015 million, respectively. Estimated amortization expense for intangible assets currently held for the next five years ending December 31 is ¥41,498 million in 2015, ¥32,853¥48,094 million in 2016, ¥22,583¥38,852 million in 2017, ¥14,115¥29,155 million in 2018, and ¥8,457¥20,589 million in 2019.2019, and ¥15,736 million in 2020.

Intangible assets not subject to amortization other than goodwill at December 31, 2015 and 2014 were ¥17,943 million and ¥18,067 million, respectively, which primarily consist of in-process research and development recorded from businesses acquired. Intangible assets not subject to amortization other than goodwill at December 31, 2013 were not significant.

Goodwill is included in other assets in the consolidated balance sheets. For management reporting purposes, goodwill is not allocated to the segments. Goodwill has been allocated to its respective segment for impairment testing.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

8. Goodwill and Other Intangible Assets (continued)

 

The changes in the carrying amount of goodwill by segment for the years ended December 31, 20142015 and 20132014 were as follows:

 

  Year ended December 31, 2014   Year ended December 31, 2015 
  Office   Imaging
System
   Industry and
Others
   Total   Office Imaging
System
   Industry and
Others
   Total 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥139,412    ¥13,877    ¥8,351    ¥161,640    ¥145,335   ¥21,780    ¥44,221    ¥211,336  

Goodwill acquired during the year

   3,971     7,424     32,736     44,131     10,373    31,367     228,827     270,567  

Translation adjustments and other

   1,952     479     3,134     5,565     (13,157  327     9,870     (2,960
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Balance at end of year

  ¥145,335    ¥21,780    ¥44,221    ¥211,336    ¥142,551   ¥53,474    ¥282,918    ¥478,943  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 
  Year ended December 31, 2013   Year ended December 31, 2014 
  Office   Imaging
System
   Industry and
Others
   Total   Office Imaging
System
   Industry and
Others
   Total 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥111,348    ¥12,674    ¥6,821    ¥130,843    ¥139,412   ¥13,877    ¥8,351    ¥161,640  

Goodwill acquired during the year

   4,083               4,083     3,971    7,424     32,736     44,131  

Translation adjustments and other

   23,981     1,203     1,530     26,714     1,952    479     3,134     5,565  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Balance at end of year

  ¥139,412    ¥13,877    ¥8,351    ¥161,640    ¥145,335   ¥21,780    ¥44,221    ¥211,336  
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

9. Short-Term Loans and Long-Term Debt

Short-term loans consisting of bank borrowings at December 31, 2015 and 2014 and 2013 were ¥3¥26 million and ¥54¥3 million, respectively.

Long-term debt consisted of the following:

 

  December 31   December 31 
  2014 2013          2015        2014 
  (Millions of yen)   (Millions of yen) 

Loans, principally from banks, maturing in installments through 2024; bearing weighted average interest of 2.79% and 1.15% at December 31, 2014 and 2013, respectively.

  ¥145   ¥211  

Loans, principally from banks, maturing in installments through 2020; bearing weighted average interest of 1.81% and 2.79% at December 31, 2015 and 2014, respectively.

  ¥73   ¥145  

Capital lease obligations

   2,018    2,482         1,470        2,018  
  

 

  

 

   

 

  

 

 
   2,163    2,693     1,543    2,163  

Less current portion

   (1,015  (1,245   (662  (1,015
  

 

  

 

   

 

  

 

 
  ¥1,148   ¥1,448    ¥881   ¥1,148  
  

 

  

 

   

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

9. Short-Term Loans and Long-Term Debt (continued)

 

The aggregate annual maturities of long-term debt outstanding at December 31, 20142015 were as follows:

 

  (Millions of yen)   (Millions of yen) 

Year ending December 31:

    

2015

  ¥        1,015  

2016

   519    ¥       662  

2017

   349     452  

2018

   200     281  

2019

   75     121  

2020

   27  

Thereafter

   5       
  

 

   

 

 
  ¥2,163    ¥1,543  
  

 

   

 

 

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.

 

10. Trade Payables

Trade payables are summarized as follows:

 

  December 31   December 31 
  2014   2013   2015   2014 
  (Millions of yen)   (Millions of yen) 

Notes

  ¥14,112    ¥8,005    ¥16,706    ¥14,112  

Accounts

   296,102     299,152     261,549     296,102  
  

 

   

 

   

 

   

 

 
  ¥310,214    ¥307,157    ¥278,255    ¥310,214  
  

 

   

 

   

 

   

 

 

 

11. Employee Retirement and Severance Benefits

The Company and certain of its subsidiaries have contributory and noncontributory defined benefit pension plans covering substantially all of their employees. Benefits payable under the plans are based on employee earnings and years of service. The Company and certain of its subsidiaries also have defined contribution pension plans covering substantially all of their employees.

Effective January 1, 2014, defined benefit pension plans of certain subsidiaries in the Netherlands were terminated, and the related plan assets and obligations were transferred to a multiemployer pension plan for the industry in which these subsidiaries operate. As a result, the Company recorded a gain on curtailments and settlements of ¥9,370 million in selling, general and administrative expenses in the consolidated statement of income for the year ended December 31, 2014.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

 

Obligations and funded status

Reconciliations of beginning and ending balances of the projected benefit obligations and the fair value of the plan assets are as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  December 31 December 31   December 31 December 31 
  2014 2013 2014 2013   2015 2014 2015 2014 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Change in benefit obligations:

          

Benefit obligations at beginning of year

  ¥684,842   ¥651,520   ¥486,572   ¥364,609  

Projected benefit obligations at beginning of year

  ¥760,331   ¥684,842   ¥364,662   ¥486,572  

Service cost

   26,445    26,005    6,801    9,448     30,009    26,445    7,760    6,801  

Interest cost

   10,772    11,655    10,654    14,299     8,008    10,772    10,572    10,654  

Plan participants’ contributions

           1,522    2,617             1,830    1,522  

Actuarial loss

   59,496    14,959    44,580    8,981  

Actuarial (gain) loss

   7,481    59,496    (5,534  44,580  

Benefits paid

   (21,224  (19,297  (7,352  (9,415   (24,479  (21,224  (6,795  (7,352

Plan amendments

           (2,655    

Curtailments and settlements

           (191,179  (2,868               (191,179

Foreign currency exchange rate changes

           13,064    98,901             (20,160  13,064  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Benefit obligations at end of year

   760,331    684,842    364,662    486,572  

Projected benefit obligations at end of year

   781,350    760,331    349,680    364,662  

Change in plan assets:

          

Fair value of plan assets at beginning of year

   581,996    495,452    360,527    249,534     622,121    581,996    221,421    360,527  

Actual return on plan assets

   43,714    84,382    17,851    20,640     17,541    43,714    21    17,851  

Employer contributions

   15,676    19,810    6,470    28,705     8,701    15,676    10,864    6,470  

Plan participants’ contributions

           1,522    2,617             1,830    1,522  

Benefits paid

   (19,265  (17,648  (7,041  (9,106   (21,788  (19,265  (6,795  (7,041

Settlements

           (165,640  (2,656               (165,640

Foreign currency exchange rate changes

           7,732    70,793             (9,471  7,732  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Fair value of plan assets at end of year

   622,121    581,996    221,421    360,527     626,575    622,121    217,870    221,421  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Funded status at end of year

  ¥(138,210 ¥(102,846 ¥(143,241 ¥(126,045  ¥(154,775 ¥(138,210 ¥(131,810 ¥(143,241
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Amounts recognized in the consolidated balance sheets at December 31, 20142015 and 20132014 are as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  December 31 December 31   December 31 December 31 
  2014 2013 2014 2013   2015 2014 2015 2014 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Other assets

  ¥532   ¥559   ¥   ¥1,106    ¥814   ¥532   ¥9,986   ¥  

Accrued expenses

           (1,055  (892           (1,123  (1,055

Accrued pension and severance cost

   (138,742  (103,405  (142,186  (126,259   (155,589  (138,742  (140,673  (142,186
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  ¥(138,210 ¥(102,846 ¥(143,241 ¥(126,045  ¥(154,775 ¥(138,210 ¥(131,810 ¥(143,241
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Obligations and funded status (continued)

 

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 20142015 and 20132014 before the effect of income taxes are as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  December 31 December 31   December 31 December 31 
  2014 2013 2014 2013   2015 2014 2015 2014 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Actuarial loss

  ¥209,829   ¥186,052   ¥69,287   ¥50,344    ¥208,946   ¥209,829   ¥  71,750   ¥  69,287  

Prior service credit

   (92,527  (105,327  (57  (118   (79,935  (92,527  (2,567  (57
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  ¥117,302   ¥80,725   ¥  69,230   ¥  50,226    ¥129,011   ¥117,302   ¥69,183   ¥69,230  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

The accumulated benefit obligation for all defined benefit plans was as follows:

 

   Japanese plans   Foreign plans 
   December 31   December 31 
   2014   2013   2014   2013 
   (Millions of yen)   (Millions of yen) 

Accumulated benefit obligation

  ¥720,034    ¥ 631,887    ¥343,023    ¥464,195  
   Japanese plans   Foreign plans 
   December 31   December 31 
   2015   2014   2015   2014 
   (Millions of yen)   (Millions of yen) 

Accumulated benefit obligation

  ¥740,545    ¥720,034    ¥338,160    ¥343,023  

The projected benefit obligations and the fair value of plan assets for the pension plans with projected benefit obligations in excess of plan assets, and the accumulated benefit obligations and the fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets are as follows:

 

  Japanese plans   Foreign plans   Japanese plans   Foreign plans 
  December 31   December 31   December 31   December 31 
  2014   2013   2014   2013   2015   2014   2015   2014 
  (Millions of yen)   (Millions of yen)   (Millions of yen)   (Millions of yen) 

Plans with projected benefit obligations in excess of plan assets:

                

Projected benefit obligations

  ¥756,941    ¥ 676,308    ¥364,662    ¥485,466    ¥777,458    ¥756,941    ¥346,749    ¥364,662  

Fair value of plan assets

   618,199     572,903     221,421     358,315     621,869     618,199     204,953     221,421  

Plans with accumulated benefit obligations in excess of plan assets:

                

Accumulated benefit obligations

  ¥716,940    ¥611,602    ¥339,305    ¥463,089    ¥731,537    ¥716,940    ¥331,351    ¥339,305  

Fair value of plan assets

   618,199     560,093     216,560     358,315     615,963     618,199     200,891     216,560  

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

 

Components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss)

Net periodic benefit cost for Canon’s employee retirement and severance defined benefit plans for the years ended December 31, 2015, 2014 2013 and 20122013 consisted of the following components:

 

   Japanese plans  Foreign plans 
   Years ended December 31  Years ended December 31 
   2014  2013  2012  2014  2013  2012 
   (Millions of yen)  (Millions of yen) 

Service cost

  ¥26,445   ¥26,005   ¥25,738   ¥ 6,801   ¥ 9,448   ¥5,884  

Interest cost

   10,772    11,655    11,788    10,654    14,299    13,176  

Expected return on plan assets

   (18,018  (15,273  (13,791  (10,637  (13,949  (11,806

Amortization of prior service credit

   (12,800  (12,306  (13,079  (61  (143  (116

Amortization of actuarial loss

   10,023    13,546    16,277    1,698    2,005    1,351  

(Gain) loss on curtailments and settlements

               (9,370  146      
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  ¥16,422   ¥23,627   ¥26,933   ¥(915 ¥11,806   ¥8,489  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012 are summarized as follows:

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  Years ended December 31 Years ended December 31   Years ended December 31 Years ended December 31 
  2014 2013 2012 2014 2013 2012   2015 2014 2013 2015 2014 2013 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Service cost

  ¥30,009   ¥26,445   ¥26,005   ¥7,760   ¥6,801   ¥9,448  

Interest cost

   8,008    10,772    11,655    10,572    10,654    14,299  

Expected return on plan assets

   (19,579  (18,018  (15,273  (11,857  (10,637  (13,949

Amortization of prior service credit

   (12,592  (12,800  (12,306  (145  (61  (143

Amortization of actuarial loss

   10,402    10,023    13,546    3,839    1,698    2,005  

(Gain) loss on curtailments and settlements

                   (9,370  146  
  

 

  

 

  

 

  

 

  

 

  

 

 
  ¥16,248   ¥16,422   ¥23,627   ¥10,169   ¥(915 ¥11,806  
  

 

  

 

  

 

  

 

  

 

  

 

 

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013 are summarized as follows:

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013 are summarized as follows:

   

  Japanese plans Foreign plans 
  Years ended December 31 Years ended December 31 
  2015 2014 2013 2015 2014 2013 
  (Millions of yen) (Millions of yen) 

Current year actuarial (gain) loss

  ¥33,800   ¥(54,150 ¥(21,753 ¥37,366   ¥2,290   ¥31,661    ¥9,519   ¥33,800   ¥(54,150 ¥6,302   ¥37,366   ¥2,290  

Current year prior service credit

               (2,655        

Amortization of actuarial loss

   (10,023  (13,546  (16,277  (1,698  (2,005  (1,351   (10,402  (10,023  (13,546  (3,839  (1,698  (2,005

Amortization of prior service credit

   12,800    12,306    13,079    61    143    116     12,592    12,800    12,306    145    61    143  

Curtailments and settlements

               (16,725  (358                       (16,725  (358
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 
  ¥36,577   ¥(55,390 ¥(24,951 ¥19,004   ¥70   ¥30,426    ¥11,709   ¥36,577   ¥(55,390 ¥(47 ¥19,004   ¥70  
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

The estimated prior service credit and actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next year are summarized as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Prior service credit

  ¥(12,591 ¥(55  ¥(12,785 ¥(132

Actuarial loss

   11,031    1,993     10,830    3,213  

Assumptions

Weighted-average assumptions used to determine benefit obligations are as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  December 31 December 31   December 31 December 31 
  2014 2013 2014 2013   2015 2014 2015 2014 

Discount rate

   1.1  1.6  2.9  3.8   1.1  1.1  3.0  2.9

Assumed rate of increase in future compensation levels

   3.0  3.0  2.0  2.3   3.0  3.0  2.0  2.0

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Assumptions (continued)

 

Weighted-average assumptions used to determine net periodic benefit cost are as follows:

 

  Japanese plans Foreign plans   Japanese plans Foreign plans 
  Years ended December 31 Years ended December 31   Years ended December 31 Years ended December 31 
  2014 2013 2012 2014 2013 2012   2015 2014 2013 2015 2014 2013 

Discount rate

   1.6  1.8  1.9  3.9  3.6  4.6   1.1  1.6  1.8  2.9  3.9  3.6

Assumed rate of increase in future compensation levels

   3.0  3.0  3.0  2.3  2.2  2.4   3.0  3.0  3.0  2.0  2.3  2.2

Expected long-term rate of return on plan assets

   3.1  3.1  3.1  4.9  5.2  5.4   3.1  3.1  3.1  5.6  4.9  5.2

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

Canon’s 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.

Canon’s model portfolio for Japanese plans consists of three major components: approximately 20% is invested in equity securities, approximately 55% is invested in debt securities, and approximately 25% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.

Outside Japan, investment policies vary by country, but the long-term investment objectives and strategies remain consistent. Canon’s model portfolio for foreign plans has been developed as follows: approximately 30%35% is invested in equity securities, approximately 50%35% is invested in debt securities, and approximately 20%30% is invested in other investment vehicles, primarily consisting of investments in real estate assets.

The equity securities are selected primarily from stocks that are listed on the securities exchanges. Prior to investing, Canon has investigated the business condition of the investee companies, and appropriately diversified investments by type of industry and other relevant factors. The debt securities are selected primarily from government bonds, public debt instruments, and corporate bonds. Prior to investing, Canon has investigated the quality of the issue, including rating, interest rate, and repayment dates, and has appropriately diversified the investments. Pooled funds are selected using strategies consistent with the equity and debt securities described above. As for investments in life insurance company general accounts, the contracts with the insurance companies include a guaranteed interest rate and return of capital. With respect to investments in foreign investment vehicles, Canon has investigated the stability of the underlying governments and economies, the market characteristics such as settlement systems and the taxation systems. For each such investment, Canon has selected the appropriate investment country and currency.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Plan assets (continued)

 

The three levels of input used to measure fair value are more fully described in Note 20. The fair values of Canon’s pension plan assets at December 31, 20142015 and 2013,2014, by asset category, are as follows:

 

  December 31, 2014 
  Japanese plans  Foreign plans 
  Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
  (Millions of yen) 

Equity securities:

        

Japanese companies (a)

 ¥51,805   ¥   ¥   ¥51,805   ¥   ¥   ¥ —   ¥  

Foreign companies

  10,233            10,233    31,963            31,963  

Pooled funds (b)

      124,388        124,388        74,744        74,744  

Debt securities:

        

Government bonds (c)

  143,431            143,431    7,899            7,899  

Municipal bonds

      573        573        3,221        3,221  

Corporate bonds

      11,775        11,775        24,014        24,014  

Pooled funds (d)

      118,606        118,606        23,260        23,260  

Mortgage backed securities (and other asset backed securities)

      12,310        12,310                  

Life insurance company general accounts

      123,575        123,575        7,049        7,049  

Other assets

      23,825    1,600    25,425        49,271        49,271  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 ¥205,469   ¥415,052   ¥1,600   ¥622,121   ¥39,862   ¥181,559   ¥   ¥221,421  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 December 31, 2013  December 31, 2015 
 Japanese plans Foreign plans  Japanese plans Foreign plans 
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 
 (Millions of yen)  (Millions of yen) 

Equity securities:

                

Japanese companies (e)(a)

 ¥51,159   ¥   ¥   ¥51,159   ¥   ¥   ¥ —   ¥   ¥49,847   ¥   ¥   ¥49,847   ¥   ¥   ¥    —   ¥  

Foreign companies

  10,347            10,347    43,681            43,681    3,287            3,287    18,661            18,661  

Pooled funds (f)(b)

      145,417        145,417        104,933        104,933        125,850        125,850        66,296        66,296  

Debt securities:

                

Government bonds (g)(c)

  124,800            124,800    44,192            44,192    142,015            142,015    48            48  

Municipal bonds

      1,027        1,027        2,246        2,246        1,248        1,248        2,587        2,587  

Corporate bonds

      10,543        10,543        32,921        32,921        13,532        13,532        21,009        21,009  

Pooled funds (h)(d)

      101,583        101,583        57,518        57,518        120,364        120,364        34,564        34,564  

Mortgage backed securities (and other asset backed securities)

      9,569        9,569        5,098        5,098        10,462        10,462        137        137  

Life insurance company general accounts

      109,097        109,097        15,420        15,420        125,759        125,759        6,190        6,190  

Other assets

      17,636    818    18,454        54,518        54,518        33,432    779    34,211        68,378        68,378  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 ¥186,306   ¥394,872   ¥818   ¥581,996   ¥87,873   ¥272,654   ¥   ¥360,527   ¥195,149   ¥430,647   ¥779   ¥626,575   ¥18,709   ¥199,161   ¥   ¥217,870  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 December 31, 2014 
 Japanese plans Foreign plans 
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total 
 (Millions of yen) 

Equity securities:

        

Japanese companies (e)

 ¥51,805   ¥   ¥   ¥51,805   ¥   ¥   ¥   ¥  

Foreign companies

  10,233            10,233    31,963            31,963  

Pooled funds (f)

      124,388        124,388        74,744        74,744  

Debt securities:

        

Government bonds (g)

  143,431            143,431    7,899            7,899  

Municipal bonds

      573        573        3,221        3,221  

Corporate bonds

      11,775        11,775        24,014        24,014  

Pooled funds (h)

      118,606        118,606        23,260        23,260  

Mortgage backed securities (and other asset backed securities)

      12,310        12,310                  

Life insurance company general accounts

      123,575        123,575        7,049        7,049  

Other assets

      23,825    1,600    25,425        49,271        49,271  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 ¥205,469   ¥415,052   ¥1,600   ¥622,121   ¥39,862   ¥181,559   ¥   ¥221,421  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(a)The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥197¥325 million.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Plan assets (continued)

 

(b)These funds invest in listed equity securities consisting of approximately 25% Japanese companies and 75% foreign companies for Japanese plans, and mainly foreign companies for foreign plans.
(c)This class includes approximately 85% Japanese government bonds and 15% foreign government bonds for Japanese plans, and mainly foreign government bonds for foreign plans.
(d)These funds invest in approximately 25% Japanese government bonds, 50% foreign government bonds, 5% Japanese municipal bonds, and 20% corporate bonds for Japanese plans. These funds invest in approximately 85%75% foreign government bonds and 15%25% corporate bonds for foreign plans.
(e)The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥572¥197 million.
(f)These funds invest in listed equity securities consisting of approximately 25% Japanese companies and 75% foreign companies for Japanese plans, and mainly foreign companies for foreign plans.
(g)This class includes approximately 85% Japanese government bonds and 15% foreign government bonds for Japanese plans, and mainly foreign government bonds for foreign plans.
(h)These funds invest in approximately 30%25% Japanese government bonds, 50% foreign government bonds, 5% Japanese municipal bonds, and 15%20% corporate bonds for Japanese plans. These funds invest in approximately 85% foreign government bonds and 15% corporate bonds for foreign plans.

Each level into which assets are categorized is based on inputs used to measure the fair value of the assets, and does not necessarily indicate the risks or ratings of the assets.

Level 1 assets are comprised principally of equity securities and government bonds, which are valued using unadjusted quoted market prices in active markets with sufficient volume and frequency of transactions. Level 2 assets are comprised principally of pooled funds that invest in equity and debt securities, corporate bonds and investments in life insurance company general accounts. Pooled funds are valued at their net asset values that are calculated by the sponsor of the fund and have daily liquidity. Corporate bonds are valued using quoted prices for identical assets in markets that are not active. Investments in life insurance company general accounts are valued at conversion value.

The fair value of Level 3 assets, consisting of hedge funds, was ¥1,600¥779 million and ¥818¥1,600 million at December 31, 20142015 and 2013,2014, respectively. Amounts of actual returns on, and purchases and sales of, these assets during the years ended December 31, 20142015 and 20132014 were not significant.

Contributions

Canon expects to contribute ¥14,674¥12,015 million to its Japanese defined benefit pension plans and ¥11,583¥8,706 million to its foreign defined benefit pension plans for the year ending December 31, 2015.2016.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

 

Estimated future benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

 

  Japanese plans   Foreign plans   Japanese plans   Foreign plans 
  (Millions of yen)   (Millions of yen)   (Millions of yen)   (Millions of yen) 

Year ending December 31:

        

2015

  ¥18,521    ¥7,351  

2016

   20,326     7,704    ¥20,023    ¥9,836  

2017

   21,610     7,889     21,351     10,165  

2018

   23,826     8,446     23,280     9,843  

2019

   25,989     9,035     23,359     11,036  

2020 – 2024

   163,611     54,765  

2020

   27,886     11,686  

2021 – 2025

   170,161     67,899  

Multiemployer pension plans

Effective January 1,The amounts of cost recognized for the multiemployer pension plans primarily in the Netherlands for the years ended December 31, 2015 and 2014 certainwere ¥3,864 million and ¥2,815 million, respectively. The multiemployer pension plan in which the subsidiaries in the Netherlands participated in a multiemployer pension plan determined in accordance with collective bargaining agreements for the industry in which these subsidiaries operate.was 102% funded as of December 31, 2014. The collective bargaining agreements have no expiration date. Canon is not liable for other participating employers’ obligations under the terms and conditions of the agreements. The amount of contributions to the multiemployer pension plan which was expensed for the year ended December 31, 2014 was ¥2,815 million.

Defined contribution plans

The amounts of cost recognized for the defined contribution pension plans of the Company and certain of its subsidiaries for the years ended December 31, 2015, 2014 and 2013 and 2012 were ¥17,277 million, ¥15,077 million ¥14,383 million and ¥13,021¥14,383 million, respectively.

 

12. Income Taxes

Domestic and foreign components of income before income taxes and the current and deferred income tax expense (benefit) attributable to such income are summarized as follows:

 

  Year ended December 31, 2014   Year ended December 31, 2015 
  Japanese   Foreign   Total   Japanese   Foreign   Total 
  (Millions of yen)   (Millions of yen) 

Income before income taxes

  ¥277,041    ¥106,198    ¥383,239    ¥228,871    ¥118,567    ¥347,438  
  

 

   

 

   

 

   

 

   

 

   

 

 

Income taxes:

            

Current

  ¥83,221    ¥25,850    ¥109,071    ¥80,020    ¥31,413    ¥111,433  

Deferred

   6,796     2,133     8,929     3,414     1,258     4,672  
  

 

   

 

   

 

   

 

   

 

   

 

 
  ¥90,017    ¥27,983    ¥118,000    ¥83,434    ¥32,671    ¥116,105  
  

 

   

 

   

 

   

 

   

 

   

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

  Year ended December 31, 2013   Year ended December 31, 2014 
  Japanese   Foreign Total   Japanese   Foreign   Total 
  (Millions of yen)   (Millions of yen) 

Income before income taxes

  ¥251,351    ¥96,253   ¥347,604    ¥277,041    ¥106,198    ¥383,239  
  

 

   

 

  

 

   

 

   

 

   

 

 

Income taxes:

           

Current

  ¥75,134    ¥16,163   ¥91,297    ¥83,221    ¥25,850    ¥109,071  

Deferred

   4,005     12,786    16,791     6,796     2,133     8,929  
  

 

   

 

  

 

   

 

   

 

   

 

 
  ¥79,139    ¥28,949   ¥108,088    ¥90,017    ¥27,983    ¥118,000  
  

 

   

 

  

 

   

 

   

 

   

 

 
  Year ended December 31, 2012   Year ended December 31, 2013 
  Japanese   Foreign Total   Japanese   Foreign   Total 
  (Millions of yen)   (Millions of yen) 

Income before income taxes

  ¥257,640    ¥84,917   ¥342,557    ¥251,351    ¥96,253    ¥347,604  
  

 

   

 

  

 

   

 

   

 

   

 

 

Income taxes:

           

Current

  ¥73,573    ¥29,052   ¥102,625    ¥75,134    ¥16,163    ¥91,297  

Deferred

   13,900     (6,413  7,487     4,005     12,786     16,791  
  

 

   

 

  

 

   

 

   

 

   

 

 
  ¥87,473    ¥22,639   ¥110,112    ¥79,139    ¥28,949    ¥108,088  
  

 

   

 

  

 

   

 

   

 

   

 

 

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 35% for the year ended December 31, 2015 and approximately 38% for the years ended December 31, 2014 and 2013, respectively, and approximately 40% for the year ended December 31, 2012.respectively.

Amendments to the Japanese tax regulations were enacted into law on November 30, 2011.March 31, 2015. As a result of these amendments, the statutory income tax rate waswill be reduced from approximately 40%35% to 38%33% effective from the year ended December 31, 2013,beginning January 1, 2016, and to approximately 35%32% effective from the year ending December 31, 2016. On March 20, 2014, further amendments were enacted into law, and the reduction of the statutory income tax rate to approximately 35% became effective one year earlier, from the year ending December 31, 2015.beginning January 1, 2017 thereafter. Consequently, the statutory income tax rate utilized for deferred tax assets and liabilities which were expected to be settled or realized in the period from January 1, 20152016 to December 31, 2016 is approximately 35%33% and for periods subsequent to December 31, 2016 the rate is approximately 32%. The adjustments of deferred tax assets and liabilities for this further amendmentchange in the tax rate amounted to tax law, which were¥6,456 million and have been reflected in income taxes in the consolidated statement of income for the year ended December 31, 2014, were not material.2015.

A reconciliation of the Japanese statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

 

  Years ended December 31   Years ended December 31 
      2014         2013         2012            2015           2014           2013      

Japanese statutory income tax rate

   38.0  38.0  40.0   35.0  38.0  38.0

Increase (reduction) in income taxes resulting from:

        

Expenses not deductible for tax purposes

   0.7    0.9    0.8     0.8    0.7    0.9  

Income of foreign subsidiaries taxed at lower than Japanese statutory tax rate

   (3.7  (3.3  (4.3   (2.9  (3.7  (3.3

Tax credit for research and development expenses

   (5.0  (5.4  (5.7   (4.8  (5.0  (5.4

Change in valuation allowance

   (0.5  0.2    (1.7   (0.4  (0.5  0.2  

Effect of enacted changes in tax laws and rates on Japanese tax

   1.9    0.8      

Other

   1.3    0.7    3.0     3.8    0.5    0.7  
  

 

  

 

  

 

   

 

  

 

  

 

 

Effective income tax rate

   30.8  31.1  32.1   33.4  30.8  31.1
  

 

  

 

  

 

   

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

Net deferred income tax assets and liabilities are included in the accompanying consolidated balance sheets under the following captions:

 

   December 31 
   2014  2013 
   (Millions of yen) 

Prepaid expenses and other current assets

  ¥61,943   ¥61,902  

Other assets

   117,636    103,539  

Other current liabilities

   (3,456  (3,621

Other noncurrent liabilities

   (80,459  (63,129
  

 

 

  

 

 

 
  ¥95,664   ¥98,691  
  

 

 

  

 

 

 

The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below:

   December 31 
   2014  2013 
   (Millions of yen) 

Deferred tax assets:

   

Inventories

  ¥16,085   ¥12,988  

Accrued business tax

   3,951    4,448  

Accrued pension and severance cost

   79,392    59,964  

Research and development – costs capitalized for tax purposes

   8,616    10,978  

Property, plant and equipment

   29,558    26,626  

Accrued expenses

   43,706    37,153  

Net operating losses carried forward

   38,351    38,439  

Other

   34,673    44,482  
  

 

 

  

 

 

 
   254,332    235,078  

Less valuation allowance

   (37,498  (35,055
  

 

 

  

 

 

 

Total deferred tax assets

   216,834    200,023  

Deferred tax liabilities:

   

Undistributed earnings of foreign subsidiaries

   (10,368  (10,876

Net unrealized gains on securities

   (6,801  (5,740

Tax deductible reserve

   (5,696  (6,160

Financing lease revenue

   (58,958  (50,605

Prepaid pension and severance cost

   (1,671  (671

Other

   (37,676  (27,280
  

 

 

  

 

 

 

Total deferred tax liabilities

   (121,170  (101,332
  

 

 

  

 

 

 

Net deferred tax assets

  ¥95,664   ¥98,691  
  

 

 

  

 

 

 

The net changes in the total valuation allowance were an increase of ¥2,443 million for the year ended December 31, 2014, and an increase of ¥2,888 million for the year ended December 31, 2013, and a decrease of ¥1,621 million for the year ended December 31, 2012.

   December 31 
   2015  2014 
   (Millions of yen) 

Prepaid expenses and other current assets

  ¥55,108   ¥61,943  

Other assets

   113,687    117,636  

Other current liabilities

   (2,682  (3,456

Other noncurrent liabilities

   (96,243  (80,459
  

 

 

  

 

 

 
  ¥69,870   ¥95,664  
  

 

 

  

 

 

 

 

The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are presented below:

 

   

   December 31 
   2015  2014 
   (Millions of yen) 

Deferred tax assets:

   

Inventories

  ¥15,298   ¥16,085  

Accrued business tax

   3,293    3,951  

Accrued pension and severance cost

   77,420    79,392  

Research and development – costs capitalized for tax purposes

   6,906    8,616  

Property, plant and equipment

   24,281    29,558  

Accrued expenses

   39,881    43,706  

Net operating losses carried forward

   33,526    38,351  

Other

   33,808    34,673  
  

 

 

  

 

 

 
   234,413    254,332  

Less valuation allowance

   (32,931  (37,498
  

 

 

  

 

 

 

Total deferred tax assets

   201,482    216,834  

Deferred tax liabilities:

   

Undistributed earnings of foreign subsidiaries

   (10,400  (10,368

Net unrealized gains on securities

   (7,354  (6,801

Tax deductible reserve

   (4,974  (5,696

Financing lease revenue

   (54,280  (58,958

Prepaid pension and severance cost

   (1,104  (1,671

Intangible assets

   (21,106  (7,283

Other

   (32,394  (30,393
  

 

 

  

 

 

 

Total deferred tax liabilities

   (131,612  (121,170
  

 

 

  

 

 

 

Net deferred tax assets

  ¥69,870   ¥95,664  
  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

The net changes in the total valuation allowance were a decrease of ¥4,567 million for the year ended December 31, 2015, and increases of ¥2,443 million and ¥2,888 million for the years ended December 31, 2014 and 2013, 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, 2014.2015.

At December 31, 2014,2015, Canon had net operating losses which can be carried forward for income tax purposes of ¥194,572¥200,994 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 an indefinite period as follows:

 

   (Millions of yen) 

Within one year

  ¥1,2116,138  

After one year through five years

   31,39336,317  

After five years through ten years

   60,91358,462  

After ten years through twenty years

   63,78362,270  

Indefinite period

   37,27237,807  
  

 

 

 

Total

  ¥194,572200,994  
  

 

 

 

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 ¥28,318¥28,500 million for a portion of undistributed earnings of foreign subsidiaries that arose for the year ended December 31, 20142015 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, 2014,2015, such undistributed earnings of these subsidiaries were ¥961,917¥940,931 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

  Years ended December 31   Years ended December 31 
  2014 2013 2012   2015 2014 2013 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥6,201   ¥7,711   ¥2,933    ¥6,431   ¥6,201   ¥7,711  

Additions for tax positions of the current year

   1,649    312    869     2,174    1,649    312  

Additions for tax positions of prior years

   216    388    4,903     165    216    388  

Reductions for tax positions of prior years

   (114  (3,141  (1,546   (1,180  (114  (3,141

Settlements with tax authorities

   (1,808  (347  (41   (505  (1,808  (347

Other

   287    1,278    593     (1,029  287    1,278  
  

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  ¥6,431   ¥6,201   ¥7,711    ¥6,056   ¥6,431   ¥6,201  
  

 

  

 

  

 

   

 

  

 

  

 

 

The total amounts of unrecognized tax benefits that would reduce the effective tax rate, if recognized, are ¥6,431¥6,056 million and ¥6,201¥6,431 million at December 31, 2015 and 2014, respectively.

Canon Inc. and 2013, respectively.Subsidiaries

Notes to Consolidated Financial Statements (continued)

12.Income Taxes (continued)

Although Canon believes its estimates and assumptions of unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax audit settlements and any related litigation could affect the effective tax rate in a future period. Based on each of the items of which Canon is aware at December 31, 2014,2015, no significant changes to the unrecognized tax benefits are expected within the next twelve months.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

12.Income Taxes (continued)

Canon recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes. Both interest and penalties accrued at December 31, 20142015 and 2013,2014, and interest and penalties included in income taxes for the years ended December 31, 2015, 2014 2013 and 20122013 are not significant.

Canon files income tax returns in Japan and various foreign tax jurisdictions. In Japan, Canon is no longer subject to regular income tax examinations by the tax authority for years before 2012. While there has been2015. Canon is also no specific indication by the tax authority that Canon will belonger subject to a transfer pricing examination in the near future,by the tax authority could conduct a transfer pricing examination for years after 2007.before 2015. In other major foreign tax jurisdictions, including the United States and the Netherlands, Canon is no longer subject to income tax examinations by tax authorities for years before 20062007 with few exceptions. The tax authorities are currently conducting income tax examinations of Canon’s income tax returns for years after 20052006 in major foreign tax jurisdictions.

 

13. 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 resolution of the stockholders.shareholders. Certain foreign subsidiaries are also required to appropriate their earnings to legal reserves under the laws of their respective countries.

Cash dividends and appropriations to the legal reserve charged to retained earnings for the years ended December 31, 2015, 2014 2013 and 20122013 represent dividends paid out during those years and the related appropriations to the legal reserve. Retained earnings at December 31, 20142015 did not reflect current year-end dividends in the amount of ¥92,806¥81,905 million which were approved by the stockholdersshareholders in March 2015.2016.

The amount available for dividends under the Corporation Law of Japan is based on the amount recorded in the Company’s nonconsolidated books of account in accordance with financial accounting standards of Japan. Such amount was ¥935,504¥970,771 million at December 31, 2014.2015.

Retained earnings at December 31, 20142015 included Canon’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥16,919¥17,129 million.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for the yearyears ended December 31, 2012 are as follows:

   Foreign
currency
translation
adjustments
  Unrealized
gains and
losses on
securities
   Gains and
losses on
derivative
instruments
  Pension
liability
adjustments
  Total 
   (Millions of yen) 

Balance at December 31, 2011

  ¥(378,863 ¥1,003    ¥455   ¥(104,368 ¥(481,773

Adjustments for the year

   131,129    3,143     (4,917  (14,831  114,524  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at December 31, 2012

  ¥(247,734 ¥4,146    ¥(4,462 ¥(119,199 ¥(367,249
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

14.Other Comprehensive Income (Loss) (continued)

Changes in accumulated other comprehensive income (loss) for the years ended December 31,2015, 2014 and 2013 are as follows:

 

  Foreign
currency
translation
adjustments
 Unrealized
gains and
losses on
securities
 Gains and
losses on
derivative
instruments
 Pension
liability
adjustments
 Total   Foreign
currency
translation
adjustments
 Unrealized
gains and
losses on
securities
 Gains and
losses on
derivative
instruments
 Pension
liability
adjustments
 Total 
  (Millions of yen)   (Millions of yen) 

Balance at December 31, 2012

  ¥(247,734 ¥4,146   ¥(4,462 ¥(119,199 ¥(367,249  ¥(247,734 ¥4,146   ¥(4,462 ¥(119,199 ¥(367,249

Equity transactions with noncontrolling interests and other

   (323  (1  (2  (329  (655   (323  (1  (2  (329  (655

Other comprehensive income (loss) before reclassifications

   249,791    7,449    (7,551  27,153    276,842         249,791          7,449    (7,551  27,153    276,842  

Amounts reclassified from accumulated other comprehensive income (loss)

       (1,352  9,607    2,161    10,416         (1,352  9,607    2,161    10,416  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net change during the year

   249,468    6,096    2,054    28,985    286,603     249,468    6,096            2,054    28,985    286,603  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

   1,734    10,242    (2,408  (90,214  (80,646   1,734    10,242    (2,408  (90,214  (80,646

Equity transactions with noncontrolling interests and other

   10    3        (35  (22   10    3        (35  (22

Other comprehensive income (loss) before reclassifications

   142,813    3,933    (2,204  (47,840  96,702     142,813    3,933    (2,204  (47,840  96,702  

Amounts reclassified from accumulated other comprehensive income (loss)

       (1,632  2,009    11,875    12,252         (1,632  2,009          11,875    12,252  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net change during the year

   142,823    2,304    (195  (36,000  108,932     142,823    2,304    (195  (36,000  108,932  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  ¥144,557   ¥12,546   ¥(2,603 ¥(126,214 ¥28,286    ¥144,557   ¥12,546   ¥(2,603 ¥(126,214 ¥28,286  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Equity transactions with noncontrolling interests and other

   73                73  

Other comprehensive income (loss) before reclassifications

   (57,592  1,691    (256  (6,155  (62,312

Amounts reclassified from accumulated other comprehensive income (loss)

       (182  3,041    1,352    4,211  
  

 

  

 

  

 

  

 

  

 

 

Net change during the year

   (57,519  1,509    2,785    (4,803  (58,028
  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2015

  ¥87,038   ¥14,055   ¥182   ¥(131,017 ¥(29,742
  

 

  

 

  

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Other Comprehensive Income (Loss) (continued)

 

Reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

  Amount reclassified from accumulated other comprehensive income (loss) *1 Amount reclassified from accumulated other comprehensive income (loss) *1
  Year ended
December 31,
2014
 Year ended
December 31,
2013
 

Affected line items in consolidated

statements of income

 Year ended
December 31,
2015
 Year ended
December 31,
2014
 Year ended
December 31,
2013
 

Affected line items in

consolidated statements of income

  (Millions of yen)  (Millions of yen) 

Unrealized gains and losses on securities

  ¥(2,509 ¥(2,358 Other, net ¥(298 ¥(2,509 ¥(2,358 Other, net
   879    613   Income taxes              104                879                613   Income taxes
  

 

  

 

   

 

  

 

  

 

  
   (1,630  (1,745 Consolidated net income  (194  (1,630  (1,745 Consolidated net income
   (2  393   Net income attributable to noncontrolling interests  12    (2  393   Net income attributable to noncontrolling interests
  

 

  

 

   

 

  

 

  

 

  
   (1,632  (1,352 Net income attributable to Canon Inc.  (182  (1,632  (1,352 Net income attributable to Canon Inc.
  

 

  

 

   

 

  

 

  

 

  

Gains and losses on derivative instruments

   3,260    15,387   Other, net  4,217    3,260    15,387   Other, net
   (1,248  (5,780 Income taxes  (1,180  (1,248  (5,780 Income taxes
  

 

  

 

   

 

  

 

  

 

  
   2,012    9,607   Consolidated net income  3,037    2,012    9,607   Consolidated net income
   (3     Net income attributable to noncontrolling interests  4    (3     Net income attributable to noncontrolling interests
  

 

  

 

   

 

  

 

  

 

  
   2,009    9,607   Net income attributable to Canon Inc.  3,041    2,009    9,607   Net income attributable to Canon Inc.
  

 

  

 

   

 

  

 

  

 

  

Pension liability adjustments

   15,585    3,460   See Note 11  1,504    15,585    3,460   See Note 11
   (3,710  (1,037 Income taxes  (175  (3,710  (1,037 Income taxes
  

 

  

 

   

 

  

 

  

 

  
   11,875    2,423   Consolidated net income  1,329    11,875    2,423   Consolidated net income
       (262 Net income attributable to noncontrolling interests  23        (262 Net income attributable to noncontrolling interests
  

 

  

 

   

 

  

 

  

 

  
   11,875    2,161   Net income attributable to Canon Inc.  1,352    11,875    2,161   Net income attributable to Canon Inc.
  

 

  

 

   

 

  

 

  

 

  

Total amount reclassified, net of tax and noncontrolling interests

  ¥12,252   ¥10,416    ¥4,211   ¥12,252   ¥10,416   
  

 

  

 

   

 

  

 

  

 

  

 

*1Amounts in parentheses indicate gains in consolidated statements of income.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Other Comprehensive Income (Loss) (continued)

 

Tax effects allocated to each component of other comprehensive income (loss) and reclassification adjustments, including amounts attributable to noncontrolling interests, are as follows:

 

  Years ended December 31   Years ended December 31 
  Before-tax
amount
 Tax (expense)
or benefit
 Net-of-tax
amount
 
  (Millions of yen) 

2015:

    

Foreign currency translation adjustments

  ¥(56,054 ¥550   ¥(55,504

Net unrealized gains and losses on securities:

    

Amount arising during the year

   3,249    (1,045  2,204  

Reclassification adjustments for gains and losses realized in net income

   (298  104    (194
  

 

  

 

  

 

 

Net change during the year

   2,951    (941  2,010  

Net gains and losses on derivative instruments:

    

Amount arising during the year

   52    (304  (252

Reclassification adjustments for gains and losses realized in net income

   4,217    (1,180  3,037  
  

 

  

 

  

 

 

Net change during the year

   4,269    (1,484  2,785  

Pension liability adjustments:

    

Amount arising during the year

   (13,166  5,294    (7,872

Reclassification adjustments for gains and losses realized in net income

   1,504    (175  1,329  
  

 

  

 

  

 

 

Net change during the year

   (11,662  5,119    (6,543
  

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥(60,496 ¥3,244   ¥(57,252
  Before-tax
amount
 Tax (expense)
or benefit
 Net-of-tax
amount
   

 

  

 

  

 

 
  (Millions of yen) 

2014:

        

Foreign currency translation adjustments

  ¥144,826   ¥(992 ¥143,834    ¥144,826   ¥(992 ¥143,834  

Net unrealized gains and losses on securities:

        

Amount arising during the year

   6,379    (2,225  4,154     6,379    (2,225  4,154  

Reclassification adjustments for gains and losses realized in net income

   (2,509  879    (1,630   (2,509              879    (1,630
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   3,870    (1,346  2,524     3,870    (1,346  2,524  

Net gains and losses on derivative instruments:

        

Amount arising during the year

   (3,309  1,102    (2,207   (3,309  1,102    (2,207

Reclassification adjustments for gains and losses realized in net income

   3,260    (1,248  2,012     3,260    (1,248  2,012  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (49  (146  (195   (49  (146  (195

Pension liability adjustments:

        

Amount arising during the year

   (71,166  21,306    (49,860   (71,166  21,306    (49,860

Reclassification adjustments for gains and losses realized in net income

   15,585    (3,710  11,875     15,585    (3,710  11,875  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (55,581  17,596    (37,985   (55,581  17,596    (37,985
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥93,066   ¥15,112   ¥108,178    ¥93,066   ¥15,112   ¥108,178  
  

 

  

 

  

 

   

 

  

 

  

 

 

2013:

    

Foreign currency translation adjustments

  ¥253,707   ¥(2,131 ¥251,576  

Net unrealized gains and losses on securities:

    

Amount arising during the year

   12,669    (4,312  8,357  

Reclassification adjustments for gains and losses realized in net income

   (2,358  613    (1,745
  

 

  

 

  

 

 

Net change during the year

   10,311    (3,699  6,612  

Net gains and losses on derivative instruments:

    

Amount arising during the year

   (12,145  4,594    (7,551

Reclassification adjustments for gains and losses realized in net income

   15,387    (5,780  9,607  
  

 

  

 

  

 

 

Net change during the year

   3,242    (1,186  2,056  

Pension liability adjustments:

    

Amount arising during the year

   51,860    (21,614  30,246  

Reclassification adjustments for gains and losses realized in net income

   3,460    (1,037  2,423  
  

 

  

 

  

 

 

Net change during the year

   55,320    (22,651  32,669  
  

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥322,580   ¥(29,667 ¥292,913  
  

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Other Comprehensive Income (Loss) (continued)

 

  Years ended December 31   Years ended December 31 
  Before-tax
amount
 Tax (expense)
or benefit
 Net-of-tax
amount
   Before-tax
amount
 Tax (expense)
or benefit
 Net-of-tax
amount
 
  (Millions of yen)   (Millions of yen) 

2012:

    

2013:

    

Foreign currency translation adjustments

  ¥134,930   ¥(1,195 ¥133,735    ¥253,707   ¥(2,131 ¥251,576  

Net unrealized gains and losses on securities:

        

Amount arising during the year

   3,418    (1,004  2,414     12,669    (4,312  8,357  

Reclassification adjustments for gains and losses realized in net income

   1,307    (456  851     (2,358              613    (1,745
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   4,725    (1,460  3,265     10,311    (3,699  6,612  

Net gains and losses on derivative instruments:

        

Amount arising during the year

   (10,647  4,041    (6,606   (12,145  4,594    (7,551

Reclassification adjustments for gains and losses realized in net income

   2,440    (714  1,726     15,387    (5,780  9,607  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (8,207  3,327    (4,880   3,242    (1,186  2,056  

Pension liability adjustments:

        

Amount arising during the year

   (13,888  (1,738  (15,626   51,860    (21,614  30,246  

Reclassification adjustments for gains and losses realized in net income

   4,433    (1,594  2,839     3,460    (1,037  2,423  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (9,455  (3,332  (12,787   55,320    (22,651  32,669  
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥121,993   ¥(2,660 ¥119,333    ¥322,580   ¥(29,667 ¥292,913  
  

 

  

 

  

 

   

 

  

 

  

 

 

 

15. Stock-Based Compensation

On May 1, 2011, based on the approval of the stockholders,shareholders, the Company granted stock options to its directors, executive officers and certain employees to acquire 912,000 shares of common stock. These option awards vest after two years of continued service beginning on the grant date and have a four year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2011 was ¥772.

On May 1, 2010, based on the approval of the stockholders,shareholders, the Company granted stock options to its directors, executive officers and certain employees to acquire 890,000 shares of common stock. These option awards vest after two years of continued service beginning on the grant date and have a four year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2010 was ¥988.

On May 1, 2009, based on the approval of the stockholders,shareholders, the Company granted stock options to its directors, executive officers and certain employees to acquire 954,000 shares of common stock. These option awards vest after two years of continued service beginning on the grant date and have a four year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2009 was ��699.

On May 1, 2008, based on the approval of the stockholders, the Company granted stock options to its directors, executive officers and certain employees to acquire 592,000 shares of common stock. These option awards vest after two years of continued service beginning on the grant date and have a four year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2008 was ¥1,247.¥699.

The compensation cost recognized for these stock options for the years ended December 31, 2014, 20132015 and 20122014 was nil and 2013 was ¥95 million, and ¥364 million, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

15. Stock-Based Compensation (continued)

 

A summary of option activity under the stock option plans as of and for the years ended December 31, 2015, 2014 2013 and 20122013 is presented below:

 

  Shares Weighted–average
exercise price
   Weighted–average
remaining
contractual term
   Aggregate
intrinsic value
   Shares Weighted-average
exercise price
   Weighted-average
remaining
contractual term
   Aggregate
intrinsic value
 
    (Yen)   (Year)   (Millions of yen)     (Yen)   (Year)   (Millions of yen) 

Outstanding at January 1, 2012

   3,042,200   ¥4,268     2.0    ¥88  

Exercised

   (10,800  3,287      

Forfeited

   (305,000  4,493      
  

 

      

Outstanding at December 31, 2012

   2,726,400    4,247     1.6     37  

Outstanding at January 1, 2013

   2,726,400   ¥4,247     1.6    ¥37  

Exercised

   (8,600  3,287         (8,600  3,287      

Forfeited

   (60,400  4,461         (60,400  4,461      
  

 

        

 

      

Outstanding at December 31, 2013

   2,657,400    4,245     1.0     28     2,657,400    4,245     1.0     28  

Exercised

   (67,200  3,287         (67,200  3,287      

Forfeited/Expired

   (728,400  4,869         (728,400  4,869      
  

 

        

 

      

Outstanding at December 31, 2014

   1,861,800   ¥4,036     0.7    ¥248     1,861,800    4,036     0.7     248  

Exercised

   (249,600  3,311      

Forfeited/Expired

   (316,200  3,678      
  

 

  

 

   

 

   

 

   

 

      

Exercisable at December 31, 2014

   1,861,800   ¥4,036     0.7    ¥248  

Outstanding at December 31, 2015

   1,296,000   ¥4,263     0.4    ¥  
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Exercisable at December 31, 2015

   1,296,000   ¥4,263     0.4    ¥  
  

 

  

 

   

 

   

 

 

At December 31, 2014,2015, all outstanding option awards were vested.

The total fair value of shares vested during the years ended December 31, 2014, 20132015 and 20122014 was nil and 2013 was ¥570 million and ¥848 million, respectively.million. Cash received from the exercise of stock options for the years ended December 31, 2015, 2014 and 2013 and 2012 was ¥826 million, ¥221 million ¥28 million and ¥35¥28 million, respectively.

 

16. Net Income Attributable to Canon Inc. StockholdersShareholders per Share

A reconciliation of the numerators and denominators of basic and diluted net income attributable to Canon Inc. stockholdersshareholders per share computations is as follows:

 

  Years ended December 31   Years ended December 31 
  2014   2013   2012   2015   2014   2013 
  (Millions of yen)   (Millions of yen) 

Net income attributable to Canon Inc.

  ¥254,797    ¥230,483    ¥224,564    ¥220,209    ¥254,797    ¥230,483  
  (Number of shares)   (Number of shares) 

Average common shares outstanding

   1,112,509,931     1,147,933,835     1,173,647,835     1,092,017,955     1,112,509,931     1,147,933,835  

Effect of dilutive securities:

            

Stock options

   4,393     8,466     20,574     34,931     4,393     8,466  
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted common shares outstanding

   1,112,514,324     1,147,942,301     1,173,668,409     1,092,052,886     1,112,514,324     1,147,942,301  
  

 

   

 

   

 

   

 

   

 

   

 

 
  (Yen)   (Yen) 

Net income attributable to Canon Inc. stockholders per share:

      

Net income attributable to Canon Inc. shareholders per share:

      

Basic

  ¥229.03    ¥200.78    ¥191.34    ¥201.65    ¥229.03    ¥200.78  

Diluted

   229.03     200.78     191.34     201.65     229.03     200.78  

The computation of diluted net income attributable to Canon Inc. shareholders per share for the years ended December 31, 2015, 2014 and 2013 excludes certain outstanding stock options because the effect would be anti-dilutive.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.Net Income Attributable to Canon Inc. Stockholders per Share (continued)

The computation of diluted net income attributable to Canon Inc. stockholders per share for the years ended December 31, 2014, 2013 and 2012 excludes certain outstanding stock options because the effect would beanti-dilutive.

 

17. Derivatives and Hedging Activities

Risk management policy

Canon operates internationally, exposing it to the risk of changes in foreign currency exchange rates. Derivative financial instruments are comprised principally of foreign exchange contracts utilized by the Company and certain of its subsidiaries to reduce the risk. Canon assesses foreign currency exchange rate risk by continually monitoring changes in the exposures and by evaluating hedging opportunities. Canon does not hold or issue derivative financial instruments for trading purposes. Canon is also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations. Most of the counterparties are internationally recognized financial institutions and selected by Canon taking into account their financial condition, and contracts are diversified across a number of major financial institutions.

Foreign currency exchange rate risk management

Canon’s international operations expose Canon to the risk of changes in foreign currency exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and intercompany trade receivables that are denominated in foreign currencies. In accordance with Canon’s policy, a specific portion of foreign currency exposure resulting from forecasted intercompany sales are hedged using foreign exchange contracts which principally mature within three months.

Cash flow hedge

Changes in the fair value of derivative financial instruments designated as cash flow hedges, including foreign exchange contracts associated with forecasted intercompany sales, are reported in accumulated other comprehensive income (loss). These amounts are subsequently reclassified into earnings through other income (deductions) in the same period as the hedged items affect earnings. Substantially all amounts recorded in accumulated other comprehensive income (loss) at year-end are expected to be recognized in earnings over the next twelve months. Canon excludes the time value component from the assessment of hedge effectiveness. Changes in the fair value of a foreign exchange contract for the period between the date that the forecasted intercompany sales occur and its maturity date are recognized in earnings and not considered hedge ineffectiveness.

Derivatives not designated as hedges

Canon has entered into certain foreign exchange contracts to primarily offset the earnings impact related to fluctuations in foreign currency exchange rates associated with certain assets denominated in foreign currencies. Although these foreign exchange contracts have not been designated as hedges as required in order to apply hedge accounting, the contracts are effective from an economic perspective. The changes in the fair value of these contracts are recorded in earnings immediately.

Contract amounts of foreign exchange contracts at December 31, 2015 and 2014 are set forth below:

   December 31 
   2015   2014 
   (Millions of yen) 

To sell foreign currencies

  ¥228,053    ¥358,862  

To buy foreign currencies

   37,540     21,365  

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

17. Derivatives and Hedging Activities (continued)

 

Contract amounts of foreign exchange contracts at December 31, 2014 and 2013 are set forth below:

   December 31 
   2014   2013 
   (Millions of yen) 

To sell foreign currencies

  ¥358,862    ¥374,699  

To buy foreign currencies

   21,365     44,726  

Fair value of derivative instruments in the consolidated balance sheets

The following tables present Canon’s derivative instruments measured at gross fair value as reflected in the consolidated balance sheets at December 31, 20142015 and 2013.2014.

Derivatives designated as hedging instruments

 

     Fair value 
     December 31 
  

Balance sheet location

  2014   2013 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets  ¥           8    ¥         44  

Liabilities:

     

Foreign exchange contracts

 Other current liabilities       1,597         2,267  

Derivatives not designated as hedging instruments

     Fair value 
     December 31 
  

Balance sheet location

  2014   2013 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets  ¥       257    ¥       210  

Liabilities:

     

Foreign exchange contracts

 Other current liabilities       9,570       12,678  

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

17.Derivatives and Hedging Activities (continued)

     Fair value 
     December 31 
  

Balance sheet location

  2015   2014 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets  ¥       373    ¥8  

Liabilities:

     

Foreign exchange contracts

 Other current liabilities   534         1,597  

 

Derivatives not designated as hedging instruments

 

    
     Fair value 
     December 31 
  

Balance sheet location

  2015   2014 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets  ¥1,112    ¥257  

Liabilities:

     

Foreign exchange contracts

 Other current liabilities   90     9,570  

Effect of derivative instruments in the consolidated statements of income

The following tables present the effect of Canon’s derivative instruments in the consolidated statements of income for the years ended December 31, 2015, 2014 2013 and 2012.2013.

Derivatives in cash flow hedging relationships

 

  Years ended December 31   Years ended December 31 
  Gain (loss)
recognized in OCI
(effective portion)
 Gain (loss) reclassified from
accumulated OCI into income
(effective portion)
 Gain (loss) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)
   Gain (loss)
recognized in OCI
(effective portion)
 Gain (loss) reclassified from
accumulated OCI into
income (effective portion)
 Gain (loss) recognized in income
(ineffective portion and amount
excluded from effectiveness testing)
 
      Amount         Location           Amount         Location           Amount           Amount         Location           Amount         Location           Amount     
  (Millions of yen)   (Millions of yen) 

2015:

      

Foreign exchange contracts

  ¥52    Other, net    ¥(4,217  Other, net    ¥(131

2014:

              

Foreign exchange contracts

  ¥(49  Other, net    ¥(3,260  Other, net    ¥(145   (3,309  Other, net     (3,260  Other, net     (145

2013:

                

Foreign exchange contracts

   3,242    Other, net     (15,387  Other, net     (111   (12,145  Other, net     (15,387  Other, net     (111

2012:

        

Foreign exchange contracts

   (8,207  Other, net     (2,440  Other, net     (221

Derivatives not designated as hedging instruments

 

   Gain (loss) recognized in income on derivative 
   Years ended December 31 
   Location         2014                   2013                  2012         
       (Millions of yen) 

Foreign exchange contracts

   Other, net    ¥ (21,728)    ¥(61,787 ¥(30,602
   Gain (loss) recognized in income on derivative 
   Years ended December 31 
   Location         2015                     2014                   2013         
       (Millions of yen) 

Foreign exchange contracts

   Other, net    ¥1,099    ¥(21,728 ¥(61,787

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

18. Commitments and Contingent Liabilities

Commitments

At December 31, 2014,2015, commitments outstanding for the purchase of property, plant and equipment approximated ¥52,668¥43,059 million, and commitments outstanding for the purchase of parts and raw materials approximated ¥76,984¥75,439 million.

Canon occupies sales offices and other facilities under lease arrangements accounted for as operating leases. Deposits made under such arrangements aggregated ¥13,847¥13,561 million and ¥13,448¥13,847 million at December 31, 20142015 and 2013,2014, respectively, and are included in noncurrent receivables in the accompanying consolidated balance sheets. Rental expenses under such operating lease arrangements amounted to ¥46,483 million, ¥43,215 million ¥44,562 million and ¥40,273¥44,562 million for the years ended December 31, 2015, 2014 and 2013, and 2012, respectively.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

18.Commitments and Contingent Liabilities (continued)

Commitments (continued)

Future minimum lease payments required under noncancelable operating leases that have initial or remaining lease terms in excess of one year at December 31, 20142015 are as follows:

 

  (Millions of yen)   (Millions of yen) 

Year ending December 31:

    

2015

  ¥26,450  

2016

   18,937    ¥26,294  

2017

   15,571     20,328  

2018

   8,753     13,855  

2019

   5,775     8,847  

2020

   6,115  

Thereafter

   10,233     12,153  
  

 

   

 

 

Total future minimum lease payments

  ¥85,719    ¥87,592  
  

 

   

 

 

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 1 year to 5 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 ¥8,951¥7,685 million at December 31, 2014.2015. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 20142015 were not significant.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

18.Commitments and Contingent Liabilities (continued)

Guarantees (continued)

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 costs for the years ended December 31, 20142015 and 20132014 are summarized as follows:

 

  Years ended December 31   Years ended December 31 
        2014             2013               2015             2014       
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥10,890   ¥12,163    ¥11,564   ¥10,890  

Additions

   15,699    13,467     18,942    15,699  

Utilization

   (12,039  (12,922   (12,404  (12,039

Other

   (2,986  (1,818   (4,088  (2,986
  

 

  

 

   

 

  

 

 

Balance at end of year

  ¥11,564   ¥10,890    ¥14,014   ¥11,564  
  

 

  

 

   

 

  

 

 

Legal proceedings

Canon is involved in various claims and legal actions arising in the ordinary course of business. 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

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

18.Commitments and Contingent Liabilities (continued)

Legal proceedings (continued)

events pertaining to a particular case. Based on its experience, although litigation is inherently unpredictable, Canon believes that any damage amounts claimed in outstanding matters are not a meaningful indicator of Canon’s potential liability. In the opinion of management, any reasonably possible range of losses from outstanding matters would not have a material adverse effect on Canon’s consolidated financial position, results of operations, or cash flows.

 

19. Disclosures about the Fair Value of Financial Instruments and Concentrations of Credit Risk

Fair value of financial instruments

The estimated fair values of Canon’s financial instruments at December 31, 20142015 and 20132014 are set forth below. The following summary excludes cash and cash equivalents, trade receivables, finance receivables, noncurrent receivables, short-term loans, trade payables and accrued expenses for which fair values approximate their carrying amounts. The summary also excludes investments and derivative instruments which are disclosed in Note 2.2 and Note 17, respectively.

 

   December 31 
   2014  2013 
   Carrying
amount
  Estimated
fair value
  Carrying
amount
  Estimated
fair value
 
   (Millions of yen) 

Long-term debt, including current installments

  ¥(2,163 ¥(2,146 ¥(2,693 ¥(2,693

Foreign exchange contracts:

     

Assets

   265    265    254    254  

Liabilities

   (11,167  (11,167  (14,945  (14,945
   December 31 
   2015  2014 
   Carrying
amount
  Estimated
fair value
  Carrying
amount
  Estimated
fair value
 
   (Millions of yen) 

Long-term debt, including current installments

  ¥(1,543 ¥(1,507 ¥(2,163 ¥(2,146

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

19.Disclosures about the Fair Value of Financial Instruments and Concentrations of Credit Risk (continued)

Fair value of financial instruments (continued)

The following methods and assumptions are used to estimate the fair value in the above table.

Long-term debt

Canon’s long-term debt instruments are classified as Level 2 instruments and valued based on the present value of future cash flows associated with each instrument discounted using current market borrowing rates for similar debt instruments of comparable maturity. The levels are more fully described in Note 20.

Foreign exchange contracts

The fair values of foreign exchange contracts are measured using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and interest rates, based on market approach.

Limitations of fair value estimates

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.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

19.Disclosures about the Fair Value of Financial Instruments and Concentrations of Credit Risk (continued)

Concentrations of credit risk

At December 31, 20142015 and 2013,2014, one customer accounted for approximately 16%15% and 15%16% 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.

 

20. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is as follows:

 

Level 1

 - Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2

 - Inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

 - Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable, which reflect the reporting entity’s own assumptions about the assumptions that market participants would use in establishing a price.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.Fair Value Measurements (continued)

Assets and liabilities measured at fair value on a recurring basis

The following tables present Canon’s assets and liabilities that are measured at fair value on a recurring basis consistent with the fair value hierarchy at December 31, 20142015 and 2013.2014.

 

   December 31, 2014 
   Level 1   Level 2   Level 3   Total 
   (Millions of yen) 

Assets:

        

Cash and cash equivalents

  ¥         —    ¥139,240    ¥         —    ¥139,240  

Available-for-sale (noncurrent):

        

Government bonds

   325               325  

Corporate bonds

        162     474     636  

Fund trusts

   12     72          84  

Equity securities

   40,653               40,653  

Derivatives

        265          265  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  ¥40,990    ¥139,739    ¥474    ¥181,203  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

        

Derivatives

  ¥    ¥11,167    ¥    ¥11,167  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  ¥    ¥11,167    ¥    ¥11,167  
  

 

 

   

 

 

   

 

 

   

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.Fair Value Measurements (continued)

Assets and liabilities measured at fair value on a recurring basis (continued)

  December 31, 2013   December 31, 2015 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 
  (Millions of yen)   (Millions of yen) 

Assets:

                

Cash and cash equivalents

  ¥ —    ¥183,078    ¥ —    ¥183,078    ¥ —    ¥80,870    ¥ —    ¥80,870  

Available-for-sale (noncurrent):

                

Government bonds

   307               307     287               287  

Corporate bonds

        141     340     481          201          201  

Fund trusts

   11     57          68     12     52          64  

Equity securities

   34,536               34,536     42,849               42,849  

Derivatives

        254          254          1,485          1,485  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  ¥34,854    ¥183,530    ¥340    ¥218,724    ¥43,148    ¥  82,608    ¥         —    ¥125,756  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

                

Derivatives

  ¥ —    ¥14,945    ¥ —    ¥14,945    ¥ —    ¥624    ¥ —    ¥624  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  ¥ —    ¥14,945    ¥ —    ¥14,945    ¥ —    ¥624    ¥ —    ¥624  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  December 31, 2014 
  Level 1   Level 2   Level 3   Total 
  (Millions of yen) 

Assets:

        

Cash and cash equivalents

  ¥    ¥139,240    ¥    ¥139,240  

Available-for-sale (noncurrent):

        

Government bonds

   325               325  

Corporate bonds

        162     474     636  

Fund trusts

   12     72          84  

Equity securities

   40,653               40,653  

Derivatives

        265          265  
  

 

   

 

   

 

   

 

 

Total assets

  ¥40,990    ¥139,739    ¥474    ¥181,203  
  

 

   

 

   

 

   

 

 

Liabilities:

        

Derivatives

  ¥    ¥11,167    ¥    ¥11,167  
  

 

   

 

   

 

   

 

 

Total liabilities

  ¥    ¥11,167    ¥        —    ¥11,167  
  

 

   

 

   

 

   

 

 

Level 1 investments are comprised principally of Japanese equity securities, which are valued using an unadjusted quoted market price in active markets with sufficient volume and frequency of transactions. Level 2 cash and cash equivalents are valued based on market approach, using quoted prices for identical assets in markets that are not active. Level 3 investments are mainly comprised of corporate bonds, which are valued based on cost approach, using unobservable inputs as the market for the assets was not active at the measurement date.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.Fair Value Measurements (continued)

Assets and liabilities measured at fair value on a recurring basis (continued)

Derivative financial instruments are comprised of foreign exchange contracts. Level 2 derivatives are valued using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and interest rates, based on market approach.

The following table presents the changes in Level 3 assets measured on a recurring basis, consisting primarily of corporate bonds, for the years ended December 31, 20142015 and 2013.2014.

 

   Years ended December 31 
       2014          2013     
   (Millions of yen) 

Balance at beginning of year

  ¥340   ¥444  

Total gains or losses (realized or unrealized):

   

Included in earnings

       1  

Included in other comprehensive income (loss)

   (18  36  

Purchases, issuances, and settlements

   152    (141
  

 

 

  

 

 

 

Balance at end of year

  ¥474   ¥340  
  

 

 

  

 

 

 

Gains and losses included in earnings are mainly related to corporate bonds still held at December 31, 2014 and 2013, and are reported in “Other, net” in the consolidated statements of income.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.Fair Value Measurements (continued)

   Years ended December 31 
       2015          2014     
   (Millions of yen) 

Balance at beginning of year

  ¥    474   ¥340  

Total gains or losses (realized or unrealized):

   

Included in earnings

         

Included in other comprehensive income (loss)

   22    (18

Purchases, issuances, and settlements

   (496  152  
  

 

 

  

 

 

 

Balance at end of year

  ¥ —   ¥      474  
  

 

 

  

 

 

 

Assets and liabilities measured at fair value on a nonrecurring basis

During the years ended December 31, 20142015 and 2013,2014, there were no circumstances that required any significant assets or liabilities to be measured at fair value on a nonrecurring basis.

 

21. Segment Information

Canon operates its business in three segments: the Office Business Unit, the Imaging System Business Unit, and the Industry and Others Business Unit, which are based on the organizational structure and information reviewed by Canon’s management to evaluate results and allocate resources.

The primary products included in each segment are as follows:

 

Office Business Unit:

  Office multifunction devices (MFDs) / Laser multifunction printers (MFPs) / Laser printers / Digital production printing systems / High speed continuous feed printers / Wide-format printers / Document solutions

 

Imaging System Business Unit:

  Interchangeable lens digital cameras / Digital compact cameras / Digital camcorders / Digital cinema cameras / Interchangeable lenses / Compact photo printers / Inkjet printers / Large-format inkjet printers / Commercial photo printers / Image scanners / Multimedia projectors / Broadcast equipment / Calculators

 

Industry and Others Business Unit:

  Semiconductor lithography equipment / FPD (Flat panel display) lithography equipment / Digital radiography systems / Ophthalmic equipment / Vacuum thin-film deposition equipment / Organic LED (OLED) panel manufacturing equipment / Die bonders / Micromotors /Network/ Network cameras / Handy terminals / Document scanners

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

21.Segment Information (continued)

The accounting policies of the segments are substantially the same as those described in the significant accounting policies in Note 1. Canon evaluates performance of, and allocates resources to, each segment based on operating profit.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

21.Segment Information (continued)

Information about operating results and assets for each segment as of and for the years ended December 31, 2015, 2014 2013 and 20122013 is as follows:

 

  Office   Imaging
System
   Industry and
Others
 Corporate and
eliminations
 Consolidated   Office   Imaging
System
   Industry and
Others
 Corporate and
eliminations
 Consolidated 
  (Millions of yen) 

2015:

        

Net sales:

        

External customers

  ¥2,108,246    ¥1,262,667    ¥429,358   ¥   ¥3,800,271  

Intersegment

   2,570     1,168     95,293    (99,031    
  

 

   

 

   

 

  

 

  

 

 

Total

   2,110,816     1,263,835     524,651    (99,031  3,800,271  

Operating cost and expenses

   1,820,230     1,080,396     537,730    6,705    3,445,061  
  

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥290,586    ¥183,439    ¥(13,079 ¥(105,736 ¥355,210  
  

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥1,020,758    ¥452,283    ¥332,252   ¥2,622,480   ¥4,427,773  

Depreciation and amortization

   86,206     52,070     45,064    89,987    273,327  

Capital expenditures

   73,819     38,337     24,241    106,733    243,130  
  (Millions of yen) 

2014:

                

Net sales:

                

External customers

  ¥2,075,788    ¥1,342,501    ¥308,963   ¥   ¥3,727,252    ¥2,075,788    ¥1,342,501    ¥308,963   ¥   ¥3,727,252  

Intersegment

   2,944     693     89,802    (93,439       2,944     693     89,802    (93,439    
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total

   2,078,732     1,343,194     398,765    (93,439  3,727,252     2,078,732     1,343,194     398,765    (93,439  3,727,252  

Operating cost and expenses

   1,786,675     1,148,593     420,566    7,929    3,363,763     1,786,675     1,148,593     420,566    7,929    3,363,763  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥292,057    ¥194,601    ¥(21,801 ¥(101,368 ¥363,489    ¥292,057    ¥194,601    ¥(21,801 ¥(101,368 ¥363,489  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥1,025,499    ¥517,524    ¥342,695   ¥2,574,900   ¥4,460,618    ¥1,025,499    ¥517,524    ¥342,695   ¥2,574,900   ¥4,460,618  

Depreciation and amortization

   87,058     53,912     37,544    84,966    263,480     87,058     53,912     37,544    84,966    263,480  

Capital expenditures

   69,704     31,124     15,976    107,956    224,760     69,704     31,124     15,976    107,956    224,760  

2013:

          

Net sales:

                

External customers

  ¥1,993,898    ¥1,448,186    ¥289,296   ¥   ¥3,731,380    ¥1,993,898    ¥1,448,186    ¥289,296   ¥   ¥3,731,380  

Intersegment

   6,175     752     85,574    (92,501       6,175     752     85,574    (92,501    
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total

   2,000,073     1,448,938     374,870    (92,501  3,731,380     2,000,073     1,448,938     374,870    (92,501  3,731,380  

Operating cost and expenses

   1,733,165     1,245,144     400,201    15,593    3,394,103     1,733,165     1,245,144     400,201    15,593    3,394,103  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥266,908    ¥203,794    ¥(25,331 ¥(108,094 ¥337,277    ¥266,908    ¥203,794    ¥(25,331 ¥(108,094 ¥337,277  
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥954,803    ¥584,856    ¥328,202   ¥2,374,849   ¥4,242,710    ¥954,803    ¥584,856    ¥328,202   ¥2,374,849   ¥4,242,710  

Depreciation and amortization

   88,344     56,564     37,072    93,193    275,173     88,344     56,564     37,072    93,193    275,173  

Capital expenditures

   54,644     44,112     27,040    101,682    227,478     54,644     44,112     27,040    101,682    227,478  

2012:

  

Net sales:

        

External customers

  ¥1,751,960    ¥1,404,394    ¥323,434   ¥   ¥3,479,788  

Intersegment

   5,615     1,577     84,406    (91,598    
  

 

   

 

   

 

  

 

  

 

 

Total

   1,757,575     1,405,971     407,840    (91,598  3,479,788  

Operating cost and expenses

   1,553,997     1,195,653     401,930    4,352    3,155,932  
  

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥203,578    ¥210,318    ¥5,910   ¥(95,950 ¥323,856  
  

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥927,543    ¥614,328    ¥337,899   ¥2,075,733   ¥3,955,503  

Depreciation and amortization

   77,660     53,664     34,264    92,545    258,133  

Capital expenditures

   58,402     58,142     44,086    146,031    306,661  

Intersegment sales are recorded at the same prices used in transactions with third parties. Expenses not directly associated with specific segments are allocated based on the most reasonable measures applicable. Corporate

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

21.Segment Information (continued)

expenses include certain corporate research and development expenses. Segment assets are based on those directly associated with each segment. Corporate assets primarily consist of cash and cash equivalents, investments, deferred tax assets, goodwill and corporate properties. Capital expenditures represent the additions to property, plant and equipment and intangible assets measured on an accrual basis.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

21.Segment Information (continued)

In 2013, based on the realignment of Canon’s internal reporting structure, certain financial assets were transferred from Corporate to the Office Business Unit. Accordingly, corresponding amounts of total assets as of December 31, 2012 were reclassified.

Information about product sales to external customers by business unit for the years ended December 31, 2015, 2014 2013 and 20122013 is as follows:

 

  Years ended December 31   Years ended December 31 
  2014   2013   2012   2015   2014   2013 
  (Millions of yen)   (Millions of yen) 

Office

            

Monochrome copiers

  ¥322,398    ¥312,973    ¥274,021    ¥328,061    ¥322,398    ¥312,973  

Color copiers

   401,447     381,848     324,851     421,209     401,447     381,848  

Printers

   862,000     841,436     766,382     857,369     862,000     841,436  

Others

   489,943     457,641     386,706     501,607     489,943     457,641  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   2,075,788     1,993,898     1,751,960     2,108,246     2,075,788     1,993,898  

Imaging System

            

Cameras

   861,196     973,517     990,549     782,623     861,196     973,517  

Inkjet printers

   366,946     363,070     312,429     362,663     366,946     363,070  

Others

   114,359     111,599     101,416     117,381     114,359     111,599  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,342,501     1,448,186     1,404,394     1,262,667     1,342,501     1,448,186  

Industry and Others

            

Lithography equipment

   90,395     62,116     62,892     123,887     90,395     62,116  

Others

   218,568     227,180     260,542     305,471     218,568     227,180  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   308,963     289,296     323,434     429,358     308,963     289,296  
  

 

   

 

   

 

   

 

   

 

   

 

 

Consolidated

  ¥3,727,252    ¥3,731,380    ¥3,479,788    ¥3,800,271    ¥3,727,252    ¥3,731,380  
  

 

   

 

   

 

   

 

   

 

   

 

 

Information by major geographic area as of and for the years ended December 31, 2015, 2014 2013 and 20122013 is as follows:

 

  2014   2013   2012   2015   2014   2013 
  (Millions of yen)   (Millions of yen) 

Net sales:

            

Japan

  ¥724,317    ¥715,863    ¥720,286    ¥714,280    ¥724,317    ¥715,863  

Americas

   1,036,500     1,059,501     939,873     1,144,422     1,036,500     1,059,501  

Europe

   1,090,484     1,124,929     1,014,038     1,074,366     1,090,484     1,124,929  

Asia and Oceania

   875,951     831,087     805,591     867,203     875,951     831,087  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ¥3,727,252    ¥3,731,380    ¥3,479,788    ¥3,800,271    ¥3,727,252    ¥3,731,380  
  

 

   

 

   

 

   

 

   

 

   

 

 

Long-lived assets:

            

Japan

  ¥950,719    ¥984,231    ¥1,032,598    ¥937,716    ¥950,719    ¥984,231  

Americas

   157,748     131,660     112,163     150,105     157,748     131,660  

Europe

   127,700     111,609     91,904     183,451     127,700     111,609  

Asia and Oceania

   210,650     196,305     159,435     189,588     210,650     196,305  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ¥1,446,817    ¥1,423,805    ¥1,396,100    ¥1,460,860    ¥1,446,817    ¥1,423,805  
  

 

   

 

   

 

   

 

   

 

   

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

21. Segment Information (continued)

 

Net sales are attributed to areas based on the location where the product is shipped to the customers. Other than in Japan and the United States, Canon does not conduct business in any individual country in which its sales in that country exceed 10% of consolidated net sales. Net sales in the United States were ¥1,047,838 million, ¥938,411 million ¥960,213 million and ¥763,870¥960,213 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively.

Long-lived assets represent property, plant and equipment and intangible assets for each geographic area.

The following information is based on the location of the Company and its subsidiaries as of and for the years ended December 31, 2015, 2014 2013 and 2012.2013. In addition to the disclosure requirements under U.S. GAAP, Canon discloses this information in order to provide financial statements users with useful information.

 

 Japan Americas Europe Asia and
Oceania
 Corporate and
eliminations
 Consolidated 
 (Millions of yen) 

2015:

      

Net sales:

      

External customers

 ¥847,669   ¥1,138,830   ¥1,077,033   ¥736,739   ¥   ¥3,800,271  

Intersegment

  1,765,840    21,069    106,675    911,395    (2,804,979    
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

  2,613,509    1,159,899    1,183,708    1,648,134    (2,804,979  3,800,271  

Operating cost and expenses

  2,285,780    1,130,099    1,165,218    1,582,113    (2,718,149  3,445,061  
 

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

 ¥327,729   ¥29,800   ¥18,490   ¥66,021   ¥(86,830 ¥355,210  
 

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 ¥969,805   ¥544,395   ¥409,357   ¥620,090   ¥1,884,126   ¥4,427,773  
 Japan Americas Europe Asia and Oceania Corporate and
eliminations
 Consolidated  

 

  

 

  

 

  

 

  

 

  

 

 
 (Millions of yen) 

2014:

       

Net sales:

            

External customers

 ¥836,801   ¥1,033,797   ¥1,088,293   ¥768,361   ¥   ¥3,727,252   ¥836,801   ¥1,033,797   ¥1,088,293   ¥768,361   ¥   ¥3,727,252  

Intersegment

  1,752,378    8,738    59,493    821,600    (2,642,209      1,752,378    8,738    59,493    821,600    (2,642,209    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  2,589,179    1,042,535    1,147,786    1,589,961    (2,642,209  3,727,252    2,589,179    1,042,535    1,147,786    1,589,961    (2,642,209  3,727,252  

Operating cost and expenses

  2,245,930    1,018,661    1,135,515    1,522,244    (2,558,587  3,363,763    2,245,930    1,018,661    1,135,515    1,522,244    (2,558,587  3,363,763  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

 ¥343,249   ¥23,874   ¥12,271   ¥67,717   ¥(83,622 ¥363,489   ¥343,249   ¥23,874   ¥12,271   ¥67,717   ¥(83,622 ¥363,489  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 ¥1,134,484   ¥531,122   ¥484,858   ¥674,672   ¥1,635,482   ¥4,460,618   ¥1,134,484   ¥531,122   ¥484,858   ¥674,672   ¥1,635,482   ¥4,460,618  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

2013:

  

Net sales:

            

External customers

 ¥797,501   ¥1,056,096   ¥1,124,603   ¥753,180   ¥   ¥3,731,380   ¥797,501   ¥1,056,096   ¥1,124,603   ¥753,180   ¥   ¥3,731,380  

Intersegment

  1,855,181    11,774    53,281    881,765    (2,802,001      1,855,181    11,774    53,281    881,765    (2,802,001    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  2,652,682    1,067,870    1,177,884    1,634,945    (2,802,001  3,731,380    2,652,682    1,067,870    1,177,884    1,634,945    (2,802,001  3,731,380  

Operating cost and expenses

  2,326,351    1,043,487    1,171,357    1,574,125    (2,721,217  3,394,103    2,326,351    1,043,487    1,171,357    1,574,125    (2,721,217  3,394,103  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

 ¥326,331   ¥24,383   ¥6,527   ¥60,820   ¥(80,784 ¥337,277   ¥326,331   ¥24,383   ¥6,527   ¥60,820   ¥(80,784 ¥337,277  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 ¥1,152,398   ¥447,039   ¥496,549   ¥631,827   ¥1,514,897   ¥4,242,710   ¥1,152,398   ¥447,039   ¥496,549   ¥631,827   ¥1,514,897   ¥4,242,710  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

2012:

 

Net sales:

      

External customers

 ¥834,406   ¥932,987   ¥1,010,922   ¥701,473   ¥   ¥3,479,788  

Intersegment

  1,829,834    23,767    5,650    781,836    (2,641,087    
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

  2,664,240    956,754    1,016,572    1,483,309    (2,641,087  3,479,788  

Operating cost and expenses

  2,336,536    937,111    972,585    1,437,527    (2,527,827  3,155,932  
 

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

 ¥327,704   ¥19,643   ¥43,987   ¥45,782   ¥(113,260 ¥323,856  
 

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 ¥1,206,702   ¥339,918   ¥457,592   ¥548,583   ¥1,402,708   ¥3,955,503  
 

 

  

 

  

 

  

 

  

 

  

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

22. Subsequent Event

On March 3, 2015,17, 2016, the Board of Directors of the Company commencedapproved an acquisition of Toshiba Medical Systems Corporation (“TMSC”) from Toshiba Corporation (“Toshiba”) to make TMSC a public tender offersubsidiary, and concurrently it has entered into a share transfer agreement with Toshiba. The Company paid a total consideration of ¥665.5 billion for a right to acquire all of the issuedordinary shares of Axis AB (“Axis”),TMSC, which is exercisable upon the clearance of necessary competition regulatory authorities. The Company borrowed the consideration through bank borrowing of ¥660 billion provisionally, which is due on September 30, 2016. The Company plans to make its final decision on whether to use own funds, borrowings or a Sweden-based company listed on Nasdaq Stockholm, a global leadercombination of both, to fund the acquisition, by that time.

Until the clearance of necessary competition regulatory authorities is obtained, the Company does not expect to consolidate TMSC since it does not currently hold power over TMSC including voting rights in the network video solutions industry, forshareholders meeting of TMSC.

Under Phase V of its Excellent Global Corporation Plan, a consideration of 340 Swedish krona (¥4,804)five-year initiative launched in cash per share or a maximum amount of approximately 23.6 billion Swedish krona (approximately ¥333.7 billion). Through the transaction,2016, the Company aims to make Axisembrace the challenge of new growth through a consolidated subsidiary, acquiring 100%grand strategic transformation. With regard to reinforcing and expanding new businesses in particular, which represents one of Axis’s issued shares. Thethe important strategies to be carried out during this phase, the Company viewsintends to cultivate its network surveillance camerahealth care business within the safety and security sector as a promising newnext-generation pillar of growth.

TMSC is one of the leading global companies in the medical equipment industry. Within the field of medicalX-ray computed tomography (CT) systems in particular, TMSC is the overwhelming market share leader in Japan and has been steadily increasing its global market share. Through the agreement, TMSC, with its world-class technological capabilities and global platform, will be welcomed into the Canon Group. By maximizing the combination of both companies’ management resources, the Company aims to solidify its business areafoundation for Canon. Corresponding Japanese yen amounts as noted above are translated athealth care that can contribute to the rate of ¥14.13 = 1 Swedish krona.world.

Canon Inc. and Subsidiaries

Schedule II Valuation and Qualifying Accounts

 

  Balance at
beginning of
period
   Addition-
charged to
income
   Deduction
bad debts
written off
 Translation
adjustments
and other
 Balance
at end of
period
   Balance at
beginning of
period
   Addition-
charged  to
income
   Deduction
bad debts
written off
 Translation
adjustments

and other
 Balance
at end of
period
 
  (Millions of yen)   (Millions of yen) 

Year ended December 31, 2015:

        

Allowance for doubtful receivables

        

Trade receivables

  ¥12,122    ¥2,180    ¥(1,745 ¥(480 ¥12,077  

Finance receivables

   6,276     55     (1,343  (2,110  2,878  

Year ended December 31, 2014:

                

Allowance for doubtful receivables

                

Trade receivables

  ¥12,730   ¥878    ¥(2,236 ¥750   ¥12,122    ¥12,730    ¥878    ¥(2,236 ¥750   ¥12,122  

Finance receivables

   7,323    154     (1,171  (30  6,276     7,323     154     (1,171  (30  6,276  

Year ended December 31, 2013:

                

Allowance for doubtful receivables

                

Trade receivables

  ¥12,970   ¥1,235    ¥(4,173 ¥2,698   ¥12,730    ¥12,970    ¥1,235    ¥(4,173 ¥2,698   ¥12,730  

Finance receivables

   6,908    212     (1,278  1,481    7,323     6,908     212     (1,278  1,481    7,323  

Year ended December 31, 2012:

        

Allowance for doubtful receivables

        

Trade receivables

  ¥11,563   ¥2,149    ¥(2,382 ¥1,640   ¥12,970  

Finance receivables

   7,039    1,922     (1,304  (749  6,908  

Item 19. Exhibits

List of exhibits

 

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), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122)001-15122) filed on March 27, 2009
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 Form 20-F (Commission file number 0-15122)001-15122) filed on March 28, 2013
11.2 Code of Ethics (Supplement to The Canon Group Code of Conduct) (Translation), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122)001-15122) filed on June 10, 2004
12 Certifications of Chairman and CEO and Executive Vice President and CFO pursuant to Section 302 of the Sarbanes-Oxley Act
13 Certification of Chairman and CEO and Executive Vice President and CFO pursuant to Section 906 of the Sarbanes-Oxley Act
101 INSTANCE DOCUMENT
101 SCHEMA DOCUMENT
101 CALCULATION LINKBASE DOCUMENT
101 LABELS LINKBASE DOCUMENT
101 PRESENTATION LINKBASE DOCUMENT
101 DEFINITION LINKBASE DOCUMENT

Canon has not included as exhibits certain instruments with respect to its long-term debt. The total amount of its long-term debt authorized under any instrument does not exceed 10% of its total assets, and Canon agrees to furnish a copy of any instrument defining the rights of holders of its long-term debt to the Securities and Exchange Commission upon request.

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)
/s/ Toshizo Tanaka
Toshizo Tanaka
Executive Vice President & CFO

 

Canon Inc.
30-2, Shimomaruko 3-chome,
Ohta-ku, Tokyo 146-8501, Japan

Date    March 27, 201530, 2016

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), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122)001-15122) filed on March 27, 2009
Exhibit 8  List of Significant Subsidiaries (See “Organizational Structure” in Item 4.C. of thisForm 20-F)
Exhibit 11.1  Canon Group Code of Conduct (Translation), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122)001-15122) filed on March 28, 2013
Exhibit 11.2  Code of Ethics (Supplement to The Canon Group Code of Conduct) (Translation), incorporated by reference from the annual report on Form 20-F (Commission file number0-15122)001-15122) filed on June 10, 2004
Exhibit 12  Certifications of Chairman and CEO and Executive Vice President and CFO pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 13  Certification of Chairman and CEO and Executive Vice President and CFO pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101  INSTANCE DOCUMENT
Exhibit 101  SCHEMA DOCUMENT
Exhibit 101  CALCULATION LINKBASE DOCUMENT
Exhibit 101  LABELS LINKBASE DOCUMENT
Exhibit 101  PRESENTATION LINKBASE DOCUMENT
Exhibit 101  DEFINITION LINKBASE DOCUMENT

 

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