UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM20-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, 20142017

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 number001-15122

 

 

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, Shimomaruko3-chome,Ohta-ku, Tokyo146-8501, Japan

(Address (Address of principal executive offices)

Shinichi Aoyama, +81-3-3758-2111, +81-3-5482-9680, Eiji Shimizu,+81-3-3758-2111,+81-3-5482-9680,30-2, Shimomaruko3-chome,Ohta-ku, Tokyo146-8501, 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, 1,091,831,8272017, 1,079,755,783 shares of common stock, including 26,472,81219,648,132 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 RegulationS-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, anon-accelerated filer, or a non-accelerated filer.an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, and large accelerated filer”“emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ            Accelerated filer  ¨            Non-accelerated filer  ¨

Large accelerated filer  ☑Accelerated filer  ☐Non-accelerated filer  ☐Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 inRule 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   1112 
  Products   1112 
  Net sales by segment and17
Net sales by geographic area   1517 
  Seasonality   1518 
  Sources of supply   1618 
  Marketing and distribution   1618 
  Service   1619 
  Patents and licenses   1719 
  Competition   1720 
  Environmental regulations   1921 
  Other regulations   2124 

C.

  Organizational structure   2225 

D.

  Property, plants and equipment23
Item 4A.Unresolved Staff Comments   26 

Item 4A.

Unresolved Staff Comments29

Item 5.

  Operating and Financial Review and Prospects   2629 

A.

  Operating results   2629 
  Overview   2629
Key performance indicators30 
  Critical accounting policies and estimates   2932 
  Consolidated results of operations   3235 
  

20142017 compared with 20132016

   3235 
  

20132016 compared with 20122015

   3640 
  

Foreign operations and foreign currency transactions

   4044 

B.

  Liquidity and capital resources   4044 
Non-GAAP financial measures46

C.

  Research and development, patents and licenses   4246 

D.

  Trend information   4347 

E.

  Off-balance sheet arrangements   4549 

F.

  Contractual obligations   4549 

 

i


   Page number 

Item 6.

  Directors, Senior Management and Employees   4651 

A.

  Directors and senior management   4651 

B.

  Compensation   5458 

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   6866 

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   7674 

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   8785 

Item 16E.

  Purchases of Equity Securities by the Issuer and Affiliated Purchasers   8886 

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   143 

Item 19.

  Exhibits   144 

SIGNATURES

   145

EXHIBIT INDEX

146 

 

iii


CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION

All information contained in this Annual Report is as of December 31, 20142017 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, 2015,9, 2018, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥121.17=¥106.74= U.S.$1.

The Company’s fiscal year end is December 31. In this Annual Report “2014”“2017” refers to the Company’s fiscal year ended December 31, 2014,2017, 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   2017   2016   2015   2014   2013 
  (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    ¥4,080,015   ¥3,401,487   ¥3,800,271   ¥3,727,252   ¥3,731,380 

Operating profit

   363,489    337,277    323,856    378,071    387,552     331,479    228,866    355,210    363,489    337,277 

Net income attributable to Canon Inc.

   254,797    230,483    224,564    248,630    246,603     241,923    150,650    220,209    254,797    230,483 

Advertising expenses

   79,765    86,398    83,134    81,232    94,794     61,207    58,707    80,907    79,765    86,398 

Research and development expenses

   308,979    306,324    296,464    307,800    315,817     330,053    302,376    328,500    308,979    306,324 

Depreciation of property, plant and equipment

   213,739    223,158    211,973    210,179    232,327     189,712    199,133    223,759    213,739    223,158 

Increase in property, plant and equipment

   182,343    188,826    270,457    226,869    158,976     147,542    171,597    195,120    182,343    188,826 

Long-term debt, excluding current installments

   1,148    1,448    2,117    3,368    4,131     493,238    611,289    881    1,148    1,448 

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

   2,870,630    2,783,129    2,966,415    2,978,184    2,910,262 

Total assets

   4,460,618    4,242,710    3,955,503    3,930,727    3,983,820     5,198,291    5,138,529    4,427,773    4,460,618    4,242,710 

Average number of common shares in thousands

   1,112,510    1,147,934    1,173,648    1,215,832    1,234,817     1,085,439    1,092,071    1,092,018    1,112,510    1,147,934 

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    ¥222.88   ¥137.95   ¥201.65   ¥229.03   ¥200.78 

Diluted

   229.03    200.78    191.34    204.48    199.70     222.88    137.95    201.65    229.03    200.78 

Cash dividends declared

   150.00    130.00    130.00    120.00    120.00     160.00    150.00    150.00    150.00    130.00 

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

  $1.326   $1.309   $1.498   $1.503   $1.447    $1.483   $1.393   $1.290   $1.326   $1.309 

Notes:

 

 1.The above financial data is prepared in accordance with U.S. generally accepted accounting principles.
Canon acquired Toshiba Medical Systems Corporation (“TMSC”) on December 19, 2016, which was subsequently renamed as Canon Medical Systems Corporation on January 4, 2018. TMSC’s consolidated balance sheet and operating result since the acquisition date are reflected in Canon’s consolidated financial statements. For further information, please refer to Note 7 of the Notes to Consolidated Financial Statements.
 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, 2015,9, 2018, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥121.17¥106.74 = 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 

2012

   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

   121.02    120.27    125.58    116.78 

2016

   109.16    116.78    121.06    100.07 

2017 - Year

   111.87    112.69    117.68    107.72 

- 1(st) half

     101.28     104.87     101.11      112.40    117.68    108.40 

- July

     102.75     102.90     101.26      110.38    114.20    110.38 

- August

     104.00     104.12     101.91      110.06    110.80    108.89 

- September

     109.66     109.66     104.88      112.64    112.76    107.72 

- October

     112.09     112.09     105.98      113.63    113.92    111.72 

- November

     118.70     118.70     113.44      112.30    114.25    111.00 

- December

     119.85     121.38     117.28      112.69    113.62    111.88 

2015 - January

     117.44     120.20     116.78 

2018 - January

     109.31    113.18    108.38 

- February

     119.72     120.38     117.33      106.62    110.40    106.10 

 

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, diagnostic equipment 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, diagnostic equipment and industrial equipment are affected by the financial results of its corporate customers or medical institutions, 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 andin-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 popularitydigitalization of tablet PCsworkflow in office 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.scale. 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.

Canon may not be able to adequately anticipate developments related to its medical device business, including changes to the market environment and developments related to medical device approvals, certifications and health insurance coverage.

Regarding the market for Canon’s medical equipment sold to medical institutions, mainly in the area of diagnostic imaging, it takes a long time to design, research, develop and commercialize products, because it is necessary to prove the clinical effectiveness of new technologies and new products, and obtain regulatory approvals and certifications prior to sale in individual countries. The global market for medical devices is expanding due to developing medical infrastructure in emerging countries, but in developed countries issues such as aging populations, rising health insurance costs and pressure to cut medical device costs may adversely affect Canon’s medical device business.

Canon invests in research and development of new medical device technologies based on detailed analysis of the potential technical and business prospects for such technologies. However, despite these investments, Canon may become less competitive if it cannot anticipate whether new technologies will have the expected clinical effects or developments in the market or regulatory environment for such technologies. Canon may need to significantly modify its business plans in response to these challenges and it may not be able to generate the expected returns on its investments in research and development of medical devices.

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 portionDisruptions 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 Canon distributors in specific sales territoriesor acquisitions of those distributors by competitors 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’shigh-end precision products unmarketable, costs will increase, and Canon may lose sales opportunities and customer confidence.

Substantially higher crude oil prices and thesupply-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 energymitigation of climate change, resource conservation including product recycling, 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 ofnon-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, corporatebrand 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 andknow-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 occurrence 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. Each country has been revising or amending its domestic taxation system and tax treaties based on the final report.

Canon believes that liability of taxation is a basic and significant responsibility as a corporate citizen and that the revision or amendment will not significantly affect Canon. It is, however, possible that there will be differences in opinion between Canon and tax authorities 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 at30-2, Shimomaruko3-chome,Ohta-ku, Tokyo146-8501, Japan. The telephone number is +81-3-3758-2111.+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 March 17, 2016, Canon entered into a Shares and Other Securities Transfer Agreement with Toshiba Corporation and acquired the share options for consideration of cash to acquire all the ordinary shares of Toshiba Medical Systems Corporation (“TMSC”)(Canon Medical Systems Corporation as of January 4, 2018), which is exercisable upon the clearances of necessary competition regulatory authorities. As such clearances were obtained, Canon exercised the share options and acquired all the ordinary shares of TMSC on December 19, 2016. The acquisition date was December 19, 2016 and the purchase price was ¥665,498 million, which approximates the fair value at that date. Under Phase V of the Excellent Global Corporation Plan, a five-year initiative that Canon has been implementing since 2016, “embracing the challenge of new growth through a grand strategic transformation” has been set as a basic policy. With regard to “strengthening and growing new businesses, and creating future businesses,” a particularly important strategy, Canon intends to develop a health care business within the realm of “safety and security,” as a next-generation pillar of growth.

In 2014, 2013,2017, 2016, and 2012,2015, Canon’s increases in property, plant and equipment were ¥182,343¥147,542 million, ¥188,826¥171,597 million and ¥270,457¥195,120 million, respectively. In 2014,2017, 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 2015,2018, Canon projects to invest in property, plant and equipment of approximately ¥205,000¥200,000 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, diagnostic equipment 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%2017, 78.3% of consolidated net sales were generated outside Japan, with approximately 27.8%27.1%, 29.3%25.2% and 23.5%26.0% 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.Philippines, other than Japan.

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 threefour segments: the “Office Business Unit,” the “Imaging System Business Unit,” the “Medical System Business Unit” which was newly established in 2017 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 toshort-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 2014,2017, Canon enhanced its portfolio withexpanded our hardware offerings by introducing the launchnew A3 color MFPs; the image RUNNER ADVANCE C3500 series and completed the introduction of the A4-size color deviceour third-generation imageRUNNER ADVANCE C350iF/C250iF.products with enhanced operability and productivity. Canon also launched imageRUNNER 2202/2002, a low-end A3-sizehigh-speed monochrome device tailored to the emerging market. To deliver higher value addedproduction devices; varioPRINT 140 series and expandVarioPrint 6330 series. The faster output capability of these new product series provides broad coverage for fast delivery andsmall-lot variable data printing needs of our presence in the existing market while acquiring new markets in the production print industry, Canon introduced the imagePRESS C800/C700, the first imagePRESS series addressed to the color light production market, and the imagePRESS C60 for the graphic arts industry. In the high speed continuous feed printer area, the Océ ColorStream 3000 series has enjoyed a good reputation in the market.customers.

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 and uniFLOW, 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 monochromeAs for laser printerprinters, Canon has focused on expanding sales of high value-added products from mid tohigh-end class, especially for MFP, resulted in increased sales and market the transition to a low price segment is expected to expand salesshare in the micro office/home office market and in emerging markets.said products category successfully. Canon, expects an expansion in the color laser printer market to be driven by increasing demand for color printing. Moreover, Canon plans to aggressively launch new products in the MFDs market, including in the managed print service segment, to drive Canon’s business growth.

However, Canonhowever, is experiencing fierce competition with aggressive competitors in the laser printer market and an eventual decline in sales prices is becoming a major threat. Growththreat, in addition to concerns over lagging growth of the tablet PC and smartphoneentire market which affects users’ printing behavior and may also leaddue to a decrease in demand for printing, is becoming a new threat. Canon is executing on several initiativeswhich has been caused by changes in printing behavior related to enhance mobile printing solutions to tackle the new threat and create further business opportunities.prevalent use of smartphone, cloud computing, etc.

In response, Canon is going to accelerate current momentum to increase sales quantity and market share by enhancing competitiveness in contractual business market by making the most of technical innovation and executing optimum sales strategies created closely for each region/products. Furthermore, Canon aims to promote technological developments in order to introduce competitive products in a timely manner across the office business unit, and to pursuemaximize business efficiency through making continuous efforts to achieve cost reductionreductions 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 2014,2017, Canon launched two new digital SLR cameras and strengthened its product lineup.lineup by launching six new digital interchangeable-lens cameras, including a compact and lightweight full frame model EOS Rebel T5, launched in6D Mark II for the first half of the year, is the best model for DSLR beginners to enjoy the art of true photography for both stilltime in five years, and moving images in an easy, user-friendly way. The Canonentry level yet high performance mirrorless cameras 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 camera 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. The new DSLR is capable of capturing precise moments of quickly and irregularly moving objects.M100. These new models as well as the current models pushed sales and Canon gainedmaintained number one market share*share in the field of digital interchangeable-lens cameras in volume terms in 20142017 in the major regions, such as the United States, Europe, and Japan. Canon aims to expand the imaging domains of EOS, and believes there remains considerable room for future growth through development of new products based onstate-of-the-art technology following the trend ofsuch as higher picture quality, picture, small and light weight body and versatile movie / network functions.

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

Canon launched seven 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, the premium segment with relatively large sensor size has been performing steadily. In such circumstance, in the second half of the year, Canon launched a new flagship model PowerShot G1 X Mark III, featuringAPS-C CMOS sensor, the largest sensor ever in a Canon point and shoot camera. Canon aims to strengthen its premium lineup further and strives to improve its profitability. Including those premium models, Canon launched a total of six models, and plans to maintain its full-line up strategy to meet a wide range of customer needs.

In compact photo printer market, along with the increasing demand for photo printing from smart devices, Canon has performed well. With its advantages, such as easy operation, portability, andlab-quality photo print,

SELPHY has gained a strong tendency toward reliance on electronic manufacturing services (“EMS”)market position in each region. The new SELPHY CP1300 with advanced usability launched in the compact digital camera industry, the EMS manufacturerssecond half of this year has shown high sales performance. 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.In this environment, 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, 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 and high magnification lens for use in broadcast news, documentary and independent filmmaking. CINEMAmodels EOS SYSTEM has strengthened its lineup by launching newC200/C200B; digital cinema camera named EOS C100 Mark II equippedcameras which are capable of recording 4K video in new format “Cinema RAW Light,” and XF405/400; compact and lightweight camcorders which are capable of shooting 4K/60P video with the Dual Pixel CMOS AF, and improved user convenience through a wider selection of related software.newly developed 15x optical zoom lens. Canon aims to solidify its top position in the motion picture production market by introducing new products that suit a wide variety of market.market requirements.

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.focusing on high resolution projectors of WUXGA and 4K with its advanced optical technologies. In 2017, Canon launched two new install-typeWUXGA models with LCOS panels and four world smallest and lightest 4K laser projectors*, 4K600STZ” and “4K600Z”, which meet the industry’s first short-throwvarious usage requirements of customers such as maintenance-free use and high shift function as well as a brighter flagship model in 2014, which are strategic and leading models for expandingeasy installation. Canon plans to expand the projector business with its high-resolution product lineup including 4K and advancingadvance Canon’s position in the market.

*Among 5000 lumen-class laser projectors that exceed native 4K resolutions as of the end of November, 2017

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 CINE-SERVO Meanwhile, demand for 2/3” format 4K lenses is increasing especially in Europe and Asia, and Canon will expand the product lineup to meet this demand. On the other hand, Canon launched*CN-E70-200mm T4.4 L IS KAS S as second edition of “COMPACT SERVO” EF Cinema zoom lens series, which has excellent operability and mobility that meet various shooting styles, and also has optical performance compatible with both 4K and HD cameras. This lens is compatible with 4K cameras with large-format sensors. It has a detachable drive unit and can be used bothgetting great reviews in broadcast and cinema style shooting, which Canon believes underlies its popularity.the market.

*Compatible with Super35mm sensor. Equivalent to107-307mm in 35mm full size calculation.

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 to tighten the connection with cloud computing, smartphonesmartphones and tablet PC, whose functionality has been proliferating.PCs. Canon also offers My Image Garden, enablingmore compact body, premium design, convenient front & rear dual paper feeder, a wide variety of photo-print, an easy-to-use Intelligent Touch Systemlarger and XL ink tank & ink cartridge.easy to read liquid crystal touchscreen panel. 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. In 2016, Canon also launched new models with network management capability. 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 2016, Canon launched Refillable Ink Tank Printers that achieved high productivity and cost saving by featuringbuilt-in ink tanks, for business use in emerging market.

For meeting wide and high quality level requirements of the professional users in photo printing, Canon has completed new large format inkjet printer lineup from imagePROGRAFPRO-1000 for A2 size to the flagship model imagePROGRAFPRO-6000 for 60 inch size, by 2017. The color reproduction and dark expression of those new products are improved by employing 12 color LUCIA PRO ink which features new pigment ink and Chroma Optimizer, and new image processor engineL-COA PRO.Canon launched three new large format professional inkjet printers sequentially from the end of 2015 to 2016 : imagePROGRAFPRO-1000 (17”), imagePROGRAFPRO-2000 (24”), imagePROGRAFPRO-4000 (44”) which feature improved color reproduction and dark expression by employing a new image processor engineL-COA PRO and new LUCIA PRO 12 inks with new pigment inks and Chroma Optimizer. In the main body of these products, “RED LINE” is designed for a printer for the first time. “RED LINE” is allowed for only the product which can realize the highest photograph quality of the Canon products, producing the same quality as the high class Canon Digital SLR. Canon aims to further expand this business, leveraging its strength in the photo printing and fine art printing market.

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-10 with a 10 LUCIA ink system, and the PIXMA PRO-100 with eight dye 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” 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 by achieving stable sales results.

- Medical System Business Unit -

Canon markets diagnostic imaging systems, including Computed tomography (“CT”), Magnetic resonance imaging (“MRI”), ultrasound, andX-ray systems, as well as clinical laboratory systems and healthcare ICT solutions, and provides them to customers in more than 140 countries around the world, offering technology that enables fast diagnosis and early stage treatment. Continuing its long tradition of contributing to improvements in healthcare, Canon is making positive contributions toward hospital management and provides a range of patient-friendly healthcare systems and services.

The medical equipment market in Japan this fiscal year remained flat, while in the USA and Europe it was on a recovery trend. In emerging countries, medical needs are rising due to population growth and changes in disease prevalence patterns. Against this background, Canon’s CT systems business, which is the mainstay of medical system business units, remained steady.

Canon offers high-resolution imaging that enables more accurate diagnosis. Examples include Aquilion Precision, the world’s first ultrahigh-resolution CT scanner, released in Japan in April 2017, which has continuedtwice the spatial resolution in both thein-plane direction and the axial direction compared to shrink,a conventional CT scanner; and Aplio i-series diagnostic ultrasound systems, which in January 2017 received the Nihon Keizai Shimbun Award for Excellence, the top rank in the 2016 Nikkei Superior Products and Services Awards.

By incorporating various strengths (such as precision mechanical design, processing technology, sensor technology, and image processing technology) during the development, manufacture, and servicing of Canon’s medical equipment products, Canon will continue to work hard to provide products with high added value that further contribute to improvements in healthcare.

In the component business market, both the expanding demand in emerging markets and the demand to transition from Computed Radiography (“CR”) to Digital Radiography (“DR”) continue to drive steady market growth forX-ray equipment. On the other hand, technological competition with component manufacturers in Europe and the USA has been increasing forhigh-end products, and price competition with manufacturers in China and Korea has been increasing for thelow-end product segment where products are becoming commoditized. Under these market circumstances, Canon released our new flat panel detectors (“CXDI-710C

Wireless series”) in April, featuring weight-saving and waterproof performance, and this has contributed to increased sales in the DR product market. In the dynamicX-ray equipment market, where high growth is expected, Canon is continuing its strong efforts to promote sales of fluoroscopy and angiography systems. With regard to ourX-ray tube units,X-ray detectors, etc., Canon has maintained a number one market share,developed cost-competitive products for this business based on our highly reliable core technologies (high-voltage vacuum technology, hydrodynamic liquid metal bearing technology, cesium iodide deposition technology, etc.), which has contributed to strong sales.

Regarding ophthalmic equipment, Canon responded to stiffer market competition in the growing Optical Coherence Tomography (“OCT”) market by releasing a Canon survey.OCT Angiography software series which enables depiction of retinal blood vessels without using fluorescein, a substance that potentially causes strong allergic reactions.

- Industry and Others Business Unit -

In the market for semiconductor lithography equipment, investments byfor memory makersdevices have recoveredbeen increased due to the increasedemand expansion for3D-NAND flash memory semiconductors used in demand for DRAM and NAND Flash memory, drawn by the growth of the mobile device market such as smartphones. Moreover, investments for image sensor production have been performing well, with expectations of market expansion in on-vehicle cameras and medical devices in addition to mobile devices.

data center. In the market for i-line steppers, the demand has increased due to functional diversification of semiconductor for IoT devices, and also investments for automotive devices, power devices and LEDsthe production of automobile electronics, which is expected to become a stable market, have been stable while investmentsperforming well. In the market for 3Dback-end lithography systems, chip makers require higher density integration withand thinner chip production due to the trend of miniaturization and power saving in the mobile devices market, and the demand for mass-production of large-capacity memory such as Through-Silicon Via (TSV) are(“TSV”) is expected to expand.

Through various activitiesResponding to respond to these market changes,diversified semiconductor applications, Canon has been developing a “design-in”“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 i-line stepper FPA-3030i5+, optimized forBoth of IoT devices and automobile electronics, which are rapidly becoming more widespread, would require the production of LEDs“Wide variety of small medium production volume” by “Legacy Process”. Canon will meet a wide range of chipmakers’ needs by expanding our product lineup. As for “200mm wafer tool lineup”, in addition to i-line stepperFPA-3030i5+, and power devices,KrF stepperFPA-3030EX6 which was introduced last year, Canon released “200mm wafer option” for i-line stepperFPA-5550iZ2 and FPA-5510iV,KrF scannerFPA-6300ES6a, which enablesrealized high productivity in the advanced packaging process such as TSV and BUMP. As a resultindustry-leading level of these activities,overlay. Furthermore, Canon has occupied a high share of the i-line stepper market. For memory and logic devices, FPA-5550iZ has captured a high share of the i-line stepper market. Canon also aims to gain an increased share of the marketreleased Nanoimprint Replica Mask Manufacturing Equipment for DUV scanners by releasing the high productivity FPA-6300ES6a. Furthermore, to accelerate development of Nano-Imprint Lithography (“NIL”)Mass-ProductionFPA-1100NR2, which can duplicate masks for semiconductor lithography equipment Canon acquired Molecular Imprints, Inc. in April 2014, which has top-level intelligence and number of patents granted in NIL technology.at low cost.

In the market for FPD lithography equipment, ongoing capital investments for large-sizedby panel production have been recovering duemakers forsmall-to-mid-sized panels offering high-definition organic light-emitting diode (“OLED”) panels in mobile devices led to demand from emerging marketsgrowth of lithography systems forsmall-to-mid-sized panel production. More 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, panelmore electronic makers are expected to requireuse OLED displays for large-screen TVs and monitors in the future. In addition, dimension-based panel market is expected to continue to expand with displays getting larger and higher resolution in FPD lithography equipmentresolution.

The demand for both large-sizedOLED is rapidly increasing due to more and mid-to-small-sized panel production.

more adoption of OLED in the latest smartphones. Under these circumstances, Canon believes MPAsp-H800 seriesMPAsp-E813 for large-sized panels has contributed to our customers’ production plans by offering world-highest resolutionsmall-to-mid-sized panel realized not only high productivity and high productivity. This has helped Canon capture and maintain a large shareoverlay accuracy but also the world’s highest level of resolution by the FPD lithography equipment marketadoption of newly-designed mirror optical system, which is suitable for large-sizedhigh-definition panel production. Furthermore, Canon has released MPAsp-E810 series for small-to-mid-sized panels, with improved resolution. Canon also aims to capture a largelarger share of the market by taking advantage of the growth of the OLED market. The resolution of large-screen TVs is also enhancing, which leads to the growing demands for small-to-mid sized panelOLED TVs. Canon’s MPAsp-H803 forlarge-sized panels, successfully achieved world highest level of resolution, and Canon aims to respond to the increasing demand for production inof larger and higher-resolution panels.

Recently network cameras have become widely used for the purpose of security has been well recognized, which led to increasing sales of high resolution models extensively. In addition, the application of network

camera as preventive security control is expected to large-sized panel production.increase with improvement of productivity and customer satisfaction is highly expected by combining those cameras with image analysis software beyond the simple recording.

In the medical equipment market, the digital static X-ray equipment maintains steady growth as a resultfirst half of a shift in demand from “Computed Radiography” (CR) to “Digital Radiography” (DR). Although competition is increasing along with market expansion,2017, Canon grew its sales 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. In addition, Canon has recently made strong efforts to promote in the dynamic X-ray equipment market, which is also expanding along with static equipment market. As a result, sales of fluoroscopy and high-end angiography systems have increased.

The ophthalmic equipment market remained stable and Canon’s sales have slightly increased. Also, Canon believes its Canon-branded “Optical Coherence Tomography” (OCT), launched in 2012, has a good reputation, and Canon expects future growth of its sales.

The market3 new models of network cameras for video surveillance applications is expected to grow,including theVB-S30VE which enables the outdoor installation under the eaves, the box type ofVB-S910F mounts 3.5 times of optical zoom lens together with the progressQ-1659 which Canon and Axis commercialized through theco-development.

In the second half of IT and digital technologies. Canon established a dedicated product group at the beginning of 2013 to expand its network camera business by utilizing its proprietary technologies of optics, sensor, imaging, and video streaming. In 2014,2017, Canon launched ten12 new HDmodels of network cameras including theVB-H45 improving the performance in a low light environment, theVB-H761LVE-H adopting the unique hydrophilic coating, infrared light as well as suitable for outdoor environment. Canon also launched 4 types of image analysis software, like Profile Analyzer Version 1.0 identifying the age group and Full HD network cameras. In addition, with the acquisitiongender of the world’s largest video management software vendor, Milestone Systems, bytarget individual. Canon Europealso announced that it will develop theME20F-SHN, which enables the viewing of color images in July, the dark, for launch in 2018.

Canon as a whole has been accelerating enhancement of its video surveillance business. Furthermore, on March 3, 2015, Canon commenced a public tenderplans to continue to offer for all of the issued shares of Axis AB, a global leader in theoptimum network video solutions industry. Canonin timely manner to the market through the integration of technologies from group companies and will further ensure its goal of becoming the world leader in network surveillance camera systems and aimalso continue to strive for a further leap forward.growth in a network camera market.

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           2017   change 2016   change 2015 
  (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     1,865,928    3.2  1,807,819    -14.4  2,110,816 

Imaging System

   1,343,194    -7.3    1,448,938    3.1   1,405,971     1,136,188    3.7   1,095,289    -13.3   1,263,835 

Medical System

   436,187               

Industry and Others

   398,765     6.4   374,870    -8.1    407,840     731,704    25.2   584,660    11.4   524,651 

Eliminations

   (93,439)       (92,501)       (91,598   (89,992      (86,281      (99,031
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380    7.2% ¥3,479,788     4,080,015    19.9  3,401,487    -10.5  3,800,271 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Note:Canon newly established “Medical System” Business Unit effective at the beginning of the second quarter of 2017, and certain businesses included in Industry and Others Business Unit have been reclassified. Net sales for the year ended December 31, 2016 were not restated since they were not material.

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           2017   change 2016   change 2015 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Japan

  ¥724,317    1.2% ¥715,863    -0.6 ¥720,286     884,828    25.2  706,979    -1.0  714,280 

Americas

   1,036,500    -2.2    1,059,501    12.7   939,873     1,107,515     14.9   963,544     -15.8   1,144,422  

Europe

   1,090,484    -3.1    1,124,929    10.9   1,014,038     1,028,415    12.6   913,523    -15.0   1,074,366 

Asia and Oceania

   875,951    5.4   831,087    3.2   805,591     1,059,257    29.6   817,441    -5.7   867,203 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380    7.2% ¥3,479,788     4,080,015    19.9  3,401,487    -10.5  3,800,271 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

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 theyear-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 toend-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 toend-users in Australia by Canon Australia Pty. Ltd.

For medical business, TMSC sells its products directly or through regional marketing subsidiaries and distributors.

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 20142017 and 2013,2016, OEM sales to Hewlett-PackardHP Inc. constituted 17.4%13.1% and 17.6%14.8%, 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.

For diagnostic imaging systems, including CT, MRI, ultrasound, andX-ray systems, Canon provides comprehensive repairs, service, and maintenance to ensure that customers are able to use these products to their full potential at all times. Canon maintains support contracts with customers and has technical call centers. In addition, to help ensure customer satisfaction, Canon offers service training programs for engineers working in overseas medical institutions.

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.HP Inc.

  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 andFuji Xerox. Co., Ltd., Konica Minolta Inc. and Toshiba TEC Corporation. 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 lensinterchangeable-lens digital camera market are Nikon Corporation and Sony Corporation.

Average prices for compact digital cameras in the industry increased in 20142017 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;Corporation and Nikon Corporation; and Samsung Electronics Co., Ltd.Corporation. 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 Company andHP Inc., Seiko Epson Corporation and Brother Industries, Ltd.

- Medical System Business Unit -

Canon’s primary competitors in the diagnostic medical imaging market are General Electric Company, Siemens AG, Koninklijke Philips N.V., Hitachi, Ltd., and Fujifilm Corporation.

The markets for this segment are highly competitive. Canon has been consistently involved in the medical care business, from development to manufacturing, sales, and service. Canon believes that it provides high-resolution images that enable more accurate diagnosis. For example, we have developed severalworld’s-first technologies, such as an ultrahigh-resolution CT scanner with twice the spatial resolution in both thein-plane direction and the axial direction compared to a conventional CT scanner, and ultrasound technology that can perform imaging of very fine, slow-flowing bloodstreams that previously could not be visualized. We will continue to bring the latest diagnostic imaging systems to the market.

- 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 display (“FPD”). 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 adaptingproviding products which correspond to various unique specifications.the diversification of devices associated with the trend of IoT.

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 panels in recent years.demand expansion for 4K displays and OLED displays, Canon believes it has also been meeting the needs of panel makers by continuously offering new products with high productivity and 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.

The Paris Agreement on climate change adopted in 2015 and entered into force in 2016. The Agreement relates to a common future framework beyond 2020 to address climate change. In the Agreement, all member states of UNFCCC agreed to take countermeasures to hold Global temperature rise to well below 2 degrees Celsius abovepre-industrial levels and to pursue efforts to limit the temperature rise to 1.5 degrees Celsius.

Upon the Agreement, Canon is further striving to reduce CO2 emissions toward thelow-carbon society. Canon has established 2017-2019Mid-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 34 percent between 2008 and 2016. Also, total lifecycle CO2 emissions in 2016 were 6.212 million tons, which were verified by a third party in April 2017.

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 tooff-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)(“VA”) and began implementation in 2011. By the 1st revisionregular revisions 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 Electrical and Electronic Information Products

The Chinese Ministry of Information Industry publishedrevised Administrative Measures on the Control of Pollution Caused by Electrical and Electronic Information Products in February 2006,January 2016, and regulates the same six substances covered by the EU RoHS in electrical and 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”“Compliance catalog”) 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”“Compliance catalog” are under discussion,proposed, including with regard to printers.printers, copying machines and facsimile machines.

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 issued on February 9, 2015 includes printer,printers, copying machinemachines and facsimile machine. The Regulation of thosemachines. Those payment fees described above will be enforced on March 1, 2016.are under discussion by the Chinese government.

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-fivetwenty-six 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. bynon-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, 2014,2017, 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 JapanToshiba Medical Systems Corporation (“CMJ”TMSC”) (Canon Medical Systems Corporation as of January 4, 2018), our 58.5% owneda wholly-owned Japanese subsidiary as of December 31, 2014, has a maintenance contractCanon Inc., had indirect sales transactions through independent distributors in Sharjah, United Arab Emirates and Tehran, Iran for one copier machinecomputed tomography, diagnostic ultrasound systems and service parts for those products with hospitals in Iran. It is our understanding that Iranian hospitals are owned or controlled by the Government of Iran (central or local government) and that their purchases are controlled through an agency of the Iranian embassy in Tokyo, Japan. The current contract renews annually.Ministry of Health and Medical Education. Total gross sales for the contract and activities aboveunder these contracts during the year 2014 was2017 were approximately ¥123¥327,655 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 two copier machines of Iran Air in Kuala Lumpur, Malaysia. Total gross sales for this activity during the year 2014 was in foreign currency of approximately ¥42 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 three copier machines with the Iranian embassy in Bangkok, Thailand. Total gross sales under this contract during the year 2014 was in foreign currency of approximately ¥62 thousand. The net profit was substantially less than that.

Canon India Pvt Ltd, a wholly-owned Indian subsidiary of CSPL, has service contracts for six copier machines with the consulate general of Iran in New Delhi and Mumbai, India. Total gross sales under this contract during the year 2014 was in foreign currency of approximately ¥114 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 was in foreign currency of approximately ¥540 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 contracthad indirect sales transactions through independent distributors in Dubai, United Arab Emirates, Tehran, Iran and Algete, Spain for three copier machinesmedical products such as digital radiography systems and ophthalmic equipment with hospitals in Iran. It is our understanding that Iranian hospitals are owned or controlled by the consulate generalGovernment of Iran in Munich, Germany.(central or local government) and that their purchases are controlled through an agency of the Iranian Ministry of Health and Medical Education. Total gross sales under this contractthese contracts during the year 2014 was2017 were in foreign currency of approximately ¥64¥30,748 thousand. The net profit was substantially less than that.

Canon (Austria) GmbH, a wholly-owned AustrianMarketing Japan (“CMJ”), our 58.5% owned Japanese subsidiary as of CENV, has a rental contract for three copier machines with the Iranian embassy in Hamburg, Germany. Total gross sales for this contract during the year 2014 was 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 rentalDecember 31, 2017 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 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 was approximately ¥26 thousand. The net profit was substantially less than that.

Canon Danmark A/S, a wholly-owned Danish subsidiary of CENV, hashad service maintenance contracts for five copier machines with the Iranian embassies in Tokyo, Japan, and Copenhagen, Denmark, which were expired during the year 2017. Canon Marketing (Thailand) Co. Ltd, a wholly-owned Thai subsidiary of Canon Singapore Pte. Ltd. (“CSPL”), which is wholly-owned by Canon Inc., performed a spot repair on three copier machines and three printers with the Iranian embassy in Copenhagen, Denmark. TheBangkok, Thailand. Additionally, Canon India Pvt. Ltd., a wholly-owned Indian subsidiary of CSPL, has service contracts for two copier machines with the Iranian embassy in New Delhi. Total gross sales under these contracts and activities above during the year 2014 was2017 were in Japanese yen and foreign currency of approximately ¥366¥82 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, 20142017 that requires disclosure in this report under Section 13(r) of the Exchange Act. After considering recent changes in the international situation and economic sanctions relating to Iran, Canon does not intendhas restarted business with certain Iranian counterparties. Canon maintains policies and procedures designed to conduct any further business activitiesensure that transactions, including transactions with Iranian counterparties, required to be disclosed under the ITRA, except for sales of consumables, repair,are conducted in accordance with applicable economic sanction laws and maintenance services for products Canon previously sold to such entities.regulations.

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, 2014,2017, Canon Inc. had 261376 consolidated subsidiaries and 7 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, 2014.2017.

 

Name of company

  

Head office location

  Proportion of
ownership interest
owned
   Proportion of
voting power
held
   

Head office location

  Proportion of
ownership interest
owned
   Proportion of
voting power
held
 

Canon Marketing Japan Inc.

  Tokyo, Japan   50.1%     58.5%    Tokyo, Japan   50.1%    58.5% 

Canon U.S.A., Inc.

  New York, U.S.A.   100.0%     100.0%    New York, U.S.A.   100.0%    100.0% 

Canon Europa N.V.

  Amstelveen, The Netherlands   100.0%     100.0%    Amstelveen, The Netherlands   100.0%    100.0% 

Toshiba Medical Systems Corporation

  Tochigi, Japan   100.0%    100.0% 

D. Property, plants and equipment

Canon’s manufacturing is conducted primarily at 2830 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, 20142017 are as follows:

 

Name and location

  Floor space
(including
leased space)
   

Principal activities and products manufactured

Domestic  (Thousands of
square feet)
    

Headquarters, Tokyo

   2,5562,416   

R&D, corporate administration and other functions

Canon Global Management Institute, Tokyo

   164   

Training and administration

Kawasaki Office, Kanagawa

   1,2381,973   

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

Kosugi Office, Kanagawa

   395374   

Development of software for office imaging products

Fuji-Susono Research Park, Shizuoka

   1,0371,035   

R&D in electrophotographic technologies

Ayase Plant,Office, Kanagawa

   393   

R&D and manufacturing of semiconductor devices

Hiratsuka Plant, Kanagawa

   1,099949   

R&D of display products and manufacturing of semiconductor devices

Tamagawa Office, Kanagawa

   383   

Quality engineering

Oita Plant, Oita

   283284   

Manufacturing of semiconductor devices

Yako Office, Kanagawa

   905   

Development of inkjet printers, inkjet chemical products

Utsunomiya Office, Tochigi

   2,7612,762   

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

Toride Plant, Ibaraki

   3,1763,133   

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

Ami Plant, Ibaraki

   1,131972   

Manufacturing of FPD production equipment

Canon Electronics Inc., Tokyo, Saitama and Gunma

   1,309   

Components, magnetic heads, document scanners and laser printers

Canon Finetech Nisca Inc., Saitama, Ibaraki and FukuiYamanashi

   9151,100   

Business-use printers, business machines peripheralsLabel printer, Card printer, Optical equipment, Motor

Canon Precision Inc., Aomori

1,493

Toner cartridges, sensors and chemical productsmicromotors

Name and location

  Floor space
(including
leased space)
   

Principal activities and products manufactured

Domestic  (Thousands of
square feet)
    

Canon Precision Inc., Aomori

1,503

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

   1,8721,825   

Toner cartridges and rubber functional components

Canon Components, Inc., Saitama

   610681   

Contact image sensors, inkjet cartridges and medical equipment

Oita Canon Inc., Oita

   1,2181,387   

Digital cameras, lenses and digital video camcorders

Nagahama Canon Inc., Shiga

   1,093   

TonerLaser printers, toner cartridges andA-Si drums

Oita Canon Materials Inc., Oita

   2,9492,647   

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

   9811,310   

Inkjet printers and inkjet cartridges

Canon Semiconductor Equipment Inc., Ibaraki

   345232   

Development and production of semiconductor production-related equipment

Canon Ecology Industry Inc., Ibaraki

   651901   

Recycling of toner cartridges, repair and recycling of business machines

Nisca Corporation, YamanashiFukui Canon Materials Inc., Fukui

   380194   

Copying machine peripherals, scanner units and optical equipmentOPC raw stock, material for optics, High water-repellent material

Miyazaki Daishin Canon Inc., Miyazaki

   168179   

Digital cameras

Canon Mold Co., Ltd., Ibaraki

   219   

Molds

Canon ANELVA Corporation, Kanagawa and Yamanashi

   749729   

Production equipment for electron devices, flat panel display and semiconductors

Canon Machinery Inc., Shiga

   622666   

Automated production equipment and semiconductor production-related equipment

Canon Tokki Corporation, Niigata, Kanagawa and Tokyo

   253360��  

Vacuum technology-related equipment

Nagasaki Canon Inc., Nagasaki

   477469   

Digital cameras

Hita Canon Materials Inc., Oita

   369   

Rubber functional components

Toshiba Medical Systems Corporation, Tochigi

1,753

R&D, manufacturing and sales of medical equipment

Toshiba Electron Tubes & Devices Corporation, Tochigi

329

R&D, manufacturing and sales of electron tubes and its application products

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

   489505   

Manufacturing and recycling of toner cartridges

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

   2,5502,190   

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

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

   1,2321,256   

High speed digital production printing systems

Americas

    

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

   1,6791,662   

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

   1,7171,593   

Lenses and digital cameras

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

   584611   

Lenses and optical lens parts

Canon Dalian Business Machines, Inc., Dalian, China

   1,7401,732   

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

   9041,268   

Copying machines

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

   3,2693,274   

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

   3,4823,278   

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

Canon (Suzhou) Inc., Suzhou, China

   1,5171,524   

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, KanagawaCanon Inc., Shimomaruko

  

New Administrationtraining and R&D baseadministration center (Headquarters Operations)

Toride Plant, Ibaraki

New Manufacturing Training Center

Miyazaki Canon, Ecology Industry Inc., IbarakiMiyazaki

  

New production base* (Office business unit)

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

Overseas

Canon Canada Inc.

New Administration base (Imaging System Business Unit)

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, medical equipment, semiconductor lithography equipment and FPD (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 threefour segments: the Office Business Unit, the Imaging System Business Unit, the Medical System Business Unit which was newly established in 2017, and the Industry and Others Business Unit.

Economic environment

Looking back at the global economy in 2014, although2017, the United StatesU.S. economy continued to grow steadily as employment conditions and other developed countries were initially expected to bring about a return to a path of full-fledged growth, such expectations came up shortcorporate earnings improved. In Europe, the economy remained stable as unemployment rates decreased and capital investment increased due to strong exports. The Chinese economy rallied due to public investments while the ongoing occurrenceeconomies of such unforeseen circumstancesemerging countries realized moderate recovery as the conflict betweeneconomies of Russia and Ukraine.Brazil bottomed out owing to the rising price of natural resources. In Japan, corporate earnings improved and consumer spending showed signs of recovery. As a result, the U.S., despite the negative impact of the major cold wave that struckglobal economy overall continued to recover more robustly than was expected 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. In Europe, the economy remained sluggish due to such factors as the negative impact of Russia’s deteriorating economy on neighboring euro area countries. The pace of economic expansion in China was modest while other emerging countries 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.

Market environment

Looking atAs for the markets in which Canon operates amid these conditions, demand for MFDsoffice multifunction devices (“MFDs”) and laser printers maintained steady growth. Demandremained at around the same level as the previous year. While demand for interchangeable-lens digital cameras continued to face harsh conditions due to the economic slowdown. Demand for digital compact cameras continued to shrink in both developed countries and emerging markets. Demandshrank moderately, demand for inkjet printers decreased due toincreased from the sluggishprevious year with the economies of Asia and Europe. In the industry and others sector, a reboundrecovering in capital investment for both memory devices and image sensors led to a pickup in

emerging countries. Additionally, there was solid demand for semiconductor lithography equipment. Additionally,medical equipment, mainly outside of Japan. Within the Industry and Others sector, demand for FPD (Flat panel display) lithography equipment used inand manufacturing equipment for organic LED (“OLED”) panels enjoyed strong growth and the production of FPDs increaseddemand for large-size panels.network camera also enjoyed solid growth.

The average value of the yen during the year was ¥106.18¥112.13 against the U.S. dollar, a year-on-year depreciation of approximately ¥8,¥4, and ¥140.62¥126.69 against the euro, a year-on-year depreciation of approximately ¥11.¥6.

Summary of operations

During 2017, unit sales of office MFDs andincreased compared with the previous year due to the expanded sales of color models. Additionally, unit sales of laser printers enjoyed solidincreased compared with the previous year, supported by the steady sales of newly launched models, as demand duringrecovered in emerging countries. While unit sales of interchangeable-lens digital cameras decreased compared with the previous year, and industrial equipmentunit sales increased significantly. Withinof digital compact cameras remained at around the same level amid the shrinking market, owing to increased sales of high-value-added models. Looking at inkjet printers, unit sales increased compared with the previous year, thanks to such factors as strong sales of newly launchedhome-use models and refillable ink tank models for interchangeable-lens digitalemerging countries. Additionally, sales of semiconductor lithography equipment, FPD lithography equipment, and manufacturing equipment for OLED panels exceeded those of the previous year, thanks to favorable market conditions, and sales of network cameras and digital compact cameras, less-than-expected demand duringincreased steadily in response to the year-end shopping season led to a decline in net sales. As a result, despitegrowing market. Under these conditions, along with the positive effectsimpact of favorable currency exchange rates,acquiring TMSC, net sales for the year decreasedincreased by 0.1%19.9% year on year to ¥3,727.3 billion. The¥4,080,015 million. Although the gross profit ratio however, rose 1.7decreased by 0.4 points to 48.8% due to the effect of the product mix, gross profit increased by 19.0% year on year to 49.9%¥1,992,691 million, thanks to such factors as the effects of ongoing cost-cutting efforts along with the depreciation of the yen. Despite an increase in foreign-currency-denominated operatingsales and continuous cost reduction efforts. Operating expenses increased by 15.0% year on year, mainly due to impairment loss on goodwill of commercial printing business in Office Business Unit and the depreciationimpact of the yen, Group-wide efforts to reduce spending contributed to limiting operating expenses to ¥1,498.0 billion, an increase of just 2.5% year on year.acquiring TMSC. As a result, operating profit increased by 7.8% year on year44.8% to ¥363.5 billion.¥331,479 million. Other income (deductions) increased by ¥9.4 billion¥6,620 million mainly due to gain on securities contributed to retirement benefit trust and foreign currency exchange gainslosses while income before income taxes increased by 10.3%44.6% year on year to ¥383.2 billion. Net¥353,884 million and net income attributable to Canon Inc. increased by 10.5%60.6% to ¥254.8 billion. Accordingly, despite the slight decline in net sales, Canon achieved profit growth.¥241,923 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  2017 2016 2015 2014 2013 

Net sales (Millions of yen)

 ¥3,727,252  ¥3,731,380  ¥3,479,788  ¥3,557,433  ¥3,706,901   4,080,015   3,401,487   3,800,271   3,727,252   3,731,380 

Gross profit to net sales ratio

  49.9  48.2  47.4  48.8  48.1  48.8  49.2  50.9  49.9  48.2

R&D expense to net sales ratio

  8.3  8.2  8.5  8.7  8.5  8.1  8.9  8.6  8.3  8.2

Operating profit to net sales ratio

  9.8  9.0  9.3  10.6  10.5  8.1  6.7  9.3  9.8  9.0

Inventory turnover measured in days

  50 days    52 days    57 days    46 days    35 days    49 days   59 days   47 days   50 days   52 days 

Debt to total assets ratio

  0.0  0.1  0.1  0.3  0.3  10.2  11.9  0.0  0.0  0.1

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

  55.2  54.2  67.0  66.8  68.6

 

Note:Inventory turnover measured in days is determined by: Inventory divided by net sales for the previous six months, multiplied by 182.5. The increase of inventory turnover in 2016 was primarily due to the acquisition of TMSC on December 19, 2016. If this factor were excluded, the inventory turnover would show 50 days.

Revenues

Net sales and profit ratio

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 reducingwork-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 seeksThe debt to meet its liquidity and capital requirements primarily with cash flow from operations. Managementtotal assets ratio is also seeks debt-free operations.one of the KPIs. 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.strength. Canon has continuedwill continue 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 (“U.S. 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, imaging system and imagingmedical 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 consideringbased upon the estimated relative fair value of the lease andnon-lease deliverables based upon the estimated relative fair values of each element. deliverables. Lease deliverables generally include equipment, financing and executory costs, whilenon-lease deliverables generally consist of product maintenance contracts and supplies.

Revenue from sales of equipment that are sold with customer acceptance provisions related to their functionality including optical equipment such as semiconductor lithography equipment and FPD lithography equipment, and certain medical equipment such as computed tomography and magnetic resonance imaging, is recognized when the equipment is installed at the customer site and the specific criteria of the equipment functionality are successfully tested. Service revenue is derived primarily from separately priced product maintenance contracts on the 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. 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 marketnet realizable value. Cost is determined by the average method for domestic inventories and principally thefirst-in,first-out method for overseas inventories. MarketNet realizable 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 marketnet realizable 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.

Business combinations

The acquisition is accounted for using the acquisition method of accounting. The acquisition method of accounting requires the identification and measurement of all acquired tangible and intangible assets and assumed liabilities at their respective fair values, as of the acquisition date. The determination of the fair value of net assets acquired involves significant judgment and estimates, such as future cash flow projections, appropriate discount and capitalization rates and other estimates based on available market information. Estimates of future cash flows are based on a number of factors including operating results, known and anticipated trends, as well as market and economic conditions.

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 measurerecognizes an impairment charge in an amount equal to that excess, limited to the amount by which the carryingtotal amount of agoodwill allocated to that reporting unit’s goodwill exceeds its implied fair value.unit. 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 2017 and recognized an impairment charge for the commercial printing business included in Office Business Unit for the amount by which the carrying amount exceeded the reporting unit’s fair value. For further information, please refer to Notes 8 and 20 of the Notes to Consolidated Financial Statements. The fair values of remaining reporting units exceeded its respective carrying amount, and thus no other impairment charges were recognized as a result of 2017 impairment test. However, since goodwill attributed to Medical System Business Unit and network camera business included in Industry and Others Business Unit were resulted from recent acquisitions, fair values in excess of reported carrying values as a percentage are relatively low. As a result, a future reduction more than expected in cash flows of the related business, could trigger an impairment. The goodwill related to these reporting units are ¥499,915 million and ¥235,172 million, respectively. 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 56 years, for softwaretrademarks are 15 years, patents and 5developed technology are from 7 years to 1017 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 811 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 2014,2017, Canon estimated a weighted-average discount rate used to determine benefit obligations of 1.1%0.6% for Japanese plans and 2.9%2.2% 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%4.2% 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.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 2014,2017, a decrease of 50 basis points in the discount rate increases the projected benefit obligation by approximately ¥91,609¥101,964 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 2014,2017, 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¥4,948 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.

Recently Issued Accounting Guidance

Please refer to Note 1 of the Notes to Consolidated Financial Statements.

Consolidated results of operations

20142017 compared with 20132016

Summarized results of operations for 20142017 and 20132016 are as follows:

 

  2014     Change   2013   2017   Change 2016 
  (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     4,080,015    +19.9  3,401,487 

Operating profit

   363,489    +7.8   337,277     331,479    +44.8   228,866 

Income before income taxes

   383,239    +10.3   347,604     353,884    +44.6   244,651 

Net income attributable to Canon Inc.

   254,797    +10.5   230,483     241,923    +60.6   150,650 

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     222.88    +61.6   137.95 

Diluted

   229.03    +14.1   200.78     222.88    +61.6   137.95 

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 duringIn the year-end shopping season ledcurrent business term, the world economy as a whole continued to a major decline in net sales in Imaging System Business Unit. However,recover more robustly than was expected at the beginning of the year. In such an environment, due to the stable demand for MFDsefforts to promote sales of newly launched models and laser printers, and industrial equipment saleshigh-value-added models, along with the positive effectsimpact of favorable currency exchange rates,acquiring TMSC, Canon’s consolidated net sales in 20142017 totaled ¥3,727,252¥4,080,015 million, a slight decreasean increase of 0.1%19.9% from the previous year.

Overseas operations are significant to Canon’s operating results and generated 80.6%78.3% of total net sales in 2014.2017. 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¥112.13 against the U.S. dollar, ayear-on-year depreciation of approximately ¥8,¥4, and ¥140.62¥126.69 against the euro, ayear-on-year depreciation of approximately ¥11.¥6. The effects of foreign exchange rate fluctuations positively affected net sales by approximately ¥186,000¥96,224 million in 2014.2017. This favorable impact consisted of approximately ¥98,200¥42,467 million of favorable impact for the U.S. dollar denominated sales ¥66,800and favorable impact of ¥42,950 million for the euro denominated sales, and ¥21,000¥10,807 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 ratioratios of cost of sales to net sales for 20142017 and 2013 was 50.1%2016 were 51.2% and 51.8%50.8%, respectively.

Gross profit

Canon’s gross profit in 20142017 increased by 3.5%19.0% to ¥1,861,472¥1,992,691 million from 2013.2016. The gross profit ratio also increaseddecreased by 1.70.4 points year on year to 49.9%48.8%. The increasedecrease in the gross profit ratio reflects ongoing cost-cutting efforts along withis primarily due to the positive effectseffect of the depreciation of the yen.product mix.

Operating expenses

The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. DespiteOperating expenses increased 15.0% year on year to ¥1,661,212 million owing to such factors as the negative effect ofincrease in foreign-currency-denominated operating expenses after conversion into yen due to the depreciation of the yen, group-wide efforts to thoroughly reduce spending contributed to limit the increase yearimpact of acquiring TMSC, and the impact of recognizing impairment losses on year to 2.5% to a total of ¥1,497,983 million.goodwill.

Operating profit

Operating profit in 20142017 increased 7.8%44.8% from 20132016 to a total of ¥363,489¥331,479 million. The ratio of operating profit to net sales increased 0.8%1.4 points to 9.8%8.1% from 2013.2016.

Other income (deductions)

Other income (deductions) for 2014 increased ¥9,4232017 was ¥22,405 million, to ¥19,750an increase of ¥6,620 million from 2016 mainly due to gain on securities contributed to retirement benefit trust which was partially offset by foreign currency exchange gain.losses.

Income before income taxes

Income before income taxes in 20142017 was ¥383,239¥353,884 million, an increase of 10.3%44.6% from 2013,2016, and constituted 10.3%8.7% of net sales.

Income taxes

Provision for incomeIncome taxes in 20142017 increased by ¥9,912¥15,343 million from 2013. The effective tax rate during 2014 remained consistent with 2013.2016. The effective tax rate for 20142017 was 30.8%27.7%, which was lower than the statutory tax rate in Japan. This was mainly due to the effect of reversal of deferred tax liabilities derived from US tax reform in 2017 and the tax credit for R&D expenses.expenses which were partially offset by the impact of impairment losses on goodwill.

Net income attributable to Canon Inc.

As a result, net income attributable to Canon Inc. in 20142017 increased by 10.5%60.6% to ¥254,797¥241,923 million, which represents 6.8%5.9% of net sales.

Segment information

Canon divides its businesses into threefour segments: the Office Business Unit, the Imaging System Business Unit, the Medical System Business Unit which was newly established in 2017, and the Industry and Others Business Unit.

 

The Office Business Unit mainly includes office multifunction devices (“MFDs”)(MFDs), laser multifunction printers (“MFPs”)(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 lensinterchangeable-lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, Compact photo printers, inkjet printers, large-formatlarge format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators.

The Medical System Business Unit mainly includes digital radiography systems, diagnostic X-ray systems, computed tomography, magnetic resonance imaging, diagnostic ultrasound systems, clinical chemistry analyzers and ophthalmic equipment.

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”)(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   2017   Change   2016 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data)  

Office

  ¥2,078,732   +3.9% ¥2,000,073     1,865,928   +3.2  1,807,819 

Imaging System

   1,343,194   -7.3    1,448,938     1,136,188   +3.7   1,095,289 

Medical System

   436,187       

Industry and Others

   398,765   +6.4   374,870     731,704   +25.2   584,660 

Eliminations

   (93,439      (92,501   (89,992     (86,281
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

  ¥3,727,252   -0.1 ¥3,731,380     4,080,015   +19.9  3,401,487 
  

 

  

 

  

 

   

 

  

 

  

 

 

Within the Office Business Unit, unit sales of office MFDs sales increased steadily from the year-ago period, ledprevious year and achieved higher growth than the market average, supported by healthy demand for newsteady sales of next-generation color models designed to strengthen the product lineup such as the newly launched color A3 (12”x18”) imageRUNNER ADVANCE C350/C250-series models, Canon’s first color A4 (letterC3500 series for small- 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 ofmedium-size offices. Among high-speed continuous-feed printers, continuedunit sales of the Océ-produced VarioPrint i300, a high-speedsheet-fed color inkjet press that offers superiorlow-running-cost performance, increased. As for laser printers, sales of both hardware and consumables increased from the previous year, supported by steady sales of new models that achieve low power consumption and compact body designs. These factors resulted in total sales for the business unit of ¥1,865,928 million, ayear-on-year increase of 3.2%, while operating profit totaled ¥180,648 million, ayear-on-year increase of 6.6%.

Within the Imaging System Business Unit, while the pace of decline in demand for interchangeable-lens digital cameras is gradually decelerating, the sales of the advanced-amateur-models—including the EOS 6D Mark II—enjoyed solid demand, allowing Canon to enjoy solidmaintain the top share, mainly in the United States, Europe, and Japan. As for compact-system cameras, the advanced-amateur-model EOS M6 and the entry-level EOS M100 enjoyed strong demand. As for digital compact cameras, amid the shrinking market, unit sales growthremained at the same level as the previous year, supported by the increased sales of such high-value-added models as the newly launched G9 X Mark II—part of the high-image-quality PowerShotG-series lineup. As for inkjet printers, the newly designedhome-useTS-series, refillable ink tank models targeting emerging countries and the imagePROGRAF PRO series of large format inkjet printer targeting the professional photo and graphic art markets enjoyed strong demand, resulting in unit sales increasing 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 withsales for the positive effectsbusiness unit increased by 3.7% year on year to ¥1,136,188 million, while operating profit totaled ¥175,913 million, ayear-on-year increase of favorable currency exchange rates,21.8%.

Within the Medical System Business Unit, TMSC’s computed tomography (“CT”) products increased the sales and maintained the top share in the Japanese market thanks to the solid sales of the newly launched Aquilion Precision CT scanner, which delivers the industry’s highest level of high-resolution imaging. As for diagnostic ultrasound systems, sale of the Aplio i-series, which delivers proprietary high-resolution imaging technology, remained firm. As a result, sales for the business unit totaled ¥2,078.7 billion, a year-on-year increase of 3.9%,¥436,187 million, 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.¥22,505 million.

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 increased from the previous year as a result of increasing demand for memory devices used in data centers. Additionally, sales of FPD lithography equipment and image sensors. Amidmanufacturing equipment for OLED panels increased significantly in response to continued growing demand for high-definition OLED displays used in mobile devices. As for network cameras, amid increasing market demand, for higher definition tools, lithography systems for the creation of high-definition mid- and small-size panels,Axis enjoyed solid sales, resulting in addition to a model introduced in the second half ofconsiderable sales increase compared with 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.year. Consequently, sales for the business unit totaled ¥398.8 billion, an increase of 6.4%increased by 25.2% year on year to ¥731,704 million, while operating profit although showing an improvementgrew by ¥49,340 million from the previous year recorded a loss of ¥21.8 billion owing to investment, including R&D expenses, into next-generation technologies.¥56,788 million.

Intersegment sales of ¥93,439¥89,992 million, representing 2.5%2.2% of total sales, are eliminated from total sales for the threefour 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 20142017 and 20132016 is provided below:

 

  2014     Change   2013   2017   Change   2016 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Japan

  ¥724,317    +1.2% ¥715,863     884,828   +25.2  706,979 

Americas

   1,036,500    -2.2    1,059,501     1,107,515    +14.9   963,544  

Europe

   1,090,484    -3.1    1,124,929     1,028,415   +12.6   913,523 

Asia and Oceania

   875,951    +5.4   831,087     1,059,257   +29.6   817,441 
  

 

   

 

  

 

   

 

  

 

  

 

 

Total

  ¥3,727,252    -0.1 ¥3,731,380     4,080,015   +19.9  3,401,487 
  

 

   

 

  

 

   

 

  

 

  

 

 

 

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 20142017 are summarized as follows.

In Japan, although sales volume of digital compact cameras declined, net sales increased by 1.2%25.2% from the previous year mainly due to solid growth in office MFDs.the impact of acquiring TMSC.

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%increased 14.9% from the previous year due to the price reductionimpact of interchangeable-lens digitalacquiring TMSC, solid sales of network cameras and shrinkingthe positive effects of digital compact camera market in Europe.favorable currency exchange rates.

In Asia and Oceania, although sales volume of interchangeable-lens digital cameras and digital compact cameras declined,Europe, net sales increased by 5.4%12.6% from the previous year due to the impact of acquiring TMSC, solid demand for office MFDs coupled withsales of network cameras and the positive effects of depreciationfavorable currency exchange rates.

In Asia and Oceania, net sales increased by 29.6% from the previous year due to the impact of the yen.acquiring TMSC and strong sales of manufacturing equipment for OLED displays which is sold by Canon Tokki and manufacturing equipment for FPD (Flat panel display).

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 20142017 increased by 9.4% to ¥292,057 million, resulting6.6% from the sales increase includingprevious year to ¥180,648 million, owing to the positive effects of favorable currency exchange rates.

Despite operatingOperating profit for the Imaging System Business Unit in 2014 decreased2017 increased by 4.5%21.8% from the previous year to ¥194,601¥175,913 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,cameras, along with the positive effects of favorable currency exchange rates.

Operating profit for the Medical System Business Unit, which was newly established from this year, was ¥22,505 million in 2017.

Operating profit for the Industry and Others Business Unit in 2014, despite an improvement from the previous year resulted from2017 grew by ¥49,340 million to ¥56,788 million thanks to strong sales increase, recorded a loss of ¥21,801 million owing to investment, including R&D expenses, into next-generation technologies.manufacturing equipment for OLED displays and network cameras.

20132016 compared with 20122015

Summarized results of operations for 20132016 and 20122015 are as follows:

 

  2013     Change   2012   2016   Change 2015 
  (Millions of yen, except per share
amounts and percentage data)
   (Millions of yen, except per share
amounts and percentage data)
 

Net sales

  ¥3,731,380    +7.2% ¥3,479,788     3,401,487    -10.5  3,800,271 

Operating profit

   337,277    +4.1   323,856     228,866    -35.6   355,210 

Income before income taxes

   347,604    +1.5   342,557     244,651    -29.6   347,438 

Net income attributable to Canon Inc.

   230,483    +2.6   224,564     150,650    -31.6   220,209 

Net income attributable to Canon Inc. stockholders per share:

     

Net income attributable to Canon Inc. shareholders per share:

     

Basic

   200.78    +4.9   191.34     137.95    -31.6   201.65 

Diluted

   200.78    +4.9   191.34     137.95    -31.6   201.65 

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

Sales

In the current business term, the world economy as a whole experienced only a moderate recovery due to, among others, the slowdown in emerging economies. In such an environment, despite efforts to promote sales of highly-competitive products, due to the effect of significant appreciation of the yen, Canon’s consolidated net sales in 20132016 totaled ¥3,731,380¥3,401,487 million, representing a 7.2% increasedecrease of 10.5% 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%79.2% of total net sales in 2013.2016. 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¥108.58 against the U.S. dollar, ayear-on-year depreciation appreciation of approximately ¥18,¥13, and ¥130.01¥120.25 against the euro, ayear-on-year depreciation appreciation of approximately ¥27.¥14. The effects of foreign exchange rate fluctuations positivelynegatively affected net sales by approximately ¥514,000¥280,434 million in 2013.2016. This favorableunfavorable impact consisted of approximately ¥257,000¥144,206 million of unfavorable impact for the U.S. dollar denominated sales ¥193,600and unfavorable impact of ¥90,308 million for the euro denominated sales, and ¥63,400¥45,920 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 ratioratios of cost of sales to net sales for 20132016 and 2012 was 51.8%2015 were 50.8% and 52.6%49.1%, respectively.

Gross profit

Canon’s gross profit in 2013 increased2016 decreased by 9.0%13.5% to ¥1,798,421¥1,673,833 million from 2012.2015. The gross profit ratio also increaseddecreased by 0.81.7 points year on year to 48.2%49.2%. The growth ofdecrease in the gross profit ratio was achieved due toprimarily reflects the cost reductions and production innovation along with the positive effectsnegative effect of appreciation of the depreciation ofyen against other foreign currencies such as the yen.U.S. dollar and the euro.

Operating expenses

The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. Despite group-wide effortsOperating expenses decreased 8.5% year on year to thoroughly reduce spending, total¥1,444,967 million owing to such factors as the decrease in foreign-currency-denominated operating expenses increased by 10.2% to ¥1,461,144 million in 2013 mainlyafter conversion into yen due to the negative effect of depreciationappreciation of the yen.yen, and a decrease in advertising and other marketing expenses and R&D expenses.

Operating profit

Operating profit in 2013 increased 4.1%2016 decreased 35.6% from 2015 to a total of ¥337,277 million from 2012.¥228,866 million. The ratio of operating profit to net sales decreased 0.3%2.6 points to 9.0%6.7% from 2012.2015.

Other income (deductions)

Other income (deductions) for 2013 decreased ¥8,3742016 was ¥15,785 million, an increase of ¥23,557 million from 2015 mainly due to ¥10,327 million, owing primarily toa decrease in foreign currency exchange losses.loss.

Income before income taxes

Income before income taxes in 20132016 was ¥347,604¥244,651 million, an increasea decrease of 1.5%29.6% from 2012,2015, and constituted 9.3%7.2% of net sales.

Income taxes

Provision for income taxes in 20132016 decreased by ¥2,024¥33,424 million from 2012. The effective tax rate during 2013 remained consistent with 2012.2015. The effective tax rate for 20132016 was 31.1%33.8%, which was lowerhigher than the statutory tax rate in Japan. This was mainly due to the effect of reversal of deferred tax credit for R&D expenses.assets derived from changes in tax laws and Japanese tax rates that took effect in 2016.

Net income attributable to Canon Inc.

As a result, net income attributable to Canon Inc. in 2013 increased2016 decreased by 2.6%31.6% to ¥230,483¥150,650 million, which represents 6.2%4.4% 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”)(MFDs), laser multifunction printers (“MFPs”)(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 lensinterchangeable-lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, Compact photo printers, inkjet printers, large-formatlarge 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, diagnosticX-ray systems, computed tomography, magnetic resonance imaging, diagnostic ultrasound systems, clinical chemistry analyzers, ophthalmic equipment, vacuum thin-film deposition equipment, organic LED (“OLED”)(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   2016 Change 2015 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Office

  ¥2,000,073   +13.8 ¥1,757,575     1,807,819   -14.4  2,110,816 

Imaging System

   1,448,938   +3.1   1,405,971     1,095,289   -13.3   1,263,835 

Industry and Others

   374,870   -8.1    407,840     584,660   +11.4   524,651 

Eliminations

   (92,501      (91,598   (86,281     (99,031
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

  ¥3,731,380   +7.2 ¥3,479,788     3,401,487   -10.5  3,800,271 
  

 

  

 

  

 

   

 

  

 

  

 

 

Within the Office Business Unit, as forunit sales of office MFDs increased overall from the previous year thanks to strong sales of color models, increased from 2012 ledeven with the continued decrease in sales of monochrome models. This growth was supported by the imageRUNNER ADVANCE C5200/C2200 series. Results for high speed continuous feed printers and wide-format printers,steady sales of the color A3 (12”x18”) imageRUNNER ADVANCE C5500-series models, which were released this year, and the small-office/home-office color A3 (12”x18”) imageRUNNER C3300-series models, which were launched in the previous year, along with expanded sales of imagePRESS C10000VP-series models, which target the production printing market. Among high-speed continuous-feed printers, unit sales of the Océ ColorStream 3000 series showed solid growth. With regard to-produced VarioPrint i300, a high-speedsheet-fed color inkjet press, increased year on year. Although the unit sales of laser printers laser multifunction models recorded strong growth contributinghad been below level against the same period of the previous year until the third quarter, due to a year-on-year increasethe sluggish economic conditions in the emerging countries, unit sales volume. As a result,exceeded the same period of the year at fourth quarter along with a smooth transition to new models as planned. These factors, coupled with the positive effectsnegative effect of favorableunfavorable currency exchange rates, offset primarily due to decreased salesresulted in monochrome printers,total sales for the business unit totaled ¥2,000.1 billion in 2013, an increase of 13.8% year on year,¥1,807,819 million, ayear-on-year decline of 14.4%, while operating profit totaled ¥266.9 billion, increasing 31.1%¥169,486 million, ayear-on-year decline of 41.7%.

Within the Imaging System Business Unit, sales volume for interchangeable-lens digital cameras maintained their top market share despitegrew compared with the challenging environment, which was marked by a drop inprevious year owing to healthy demand in Europefor theEOS-1D X mark II and China due to the economic downturn, although demand in Japan continued to expand. In particular, the EOS 5D Mark IIImark IV, which were launched this year, and 70D advanced-amateur-model digital SLR cameras continuedthe launch of a new addition to realize healthy growth. Furthermore, in Japan, the new entry-levelCompany’s strengthening compact-system camera lineup, the EOS Digital Rebel SL1 and T5i cameras proved popular.M5, which features abuilt-in EVF. As for digital compact cameras, although totalalong with the ongoing contraction of the market, sales volume declined amid difficulties in procuring components due to the market slowdownearthquake in Kumamoto earlier in the year, with much of the profitability generated by sales of high-added-value models that deliver high image quality and the increasing popularity of smartphones,zoom capabilities. As for inkjet printers, although sales volume increased from 2012declined compared with the previous year due to a shrinking market for high-added-valueconsumer products, sales of models incorporating featuresequipped with large-capacity ink tanks that differentiate them from smartphones, such as large-size image sensors andwere launched in the fourth quarter of 2015 experienced healthy demand mainly in emerging countries, while demand was high mainly in Japan for newly designed models like the PowerShot SX50 HS and SX510 HS, which feature high-magnification zoom lenses. With regard tofor home use that were launched in 2016. Additionally, wide format inkjet printers, despitenew imagePROGRAFPRO-series models, which target the harshprofessional photo and graphic art market, environment due to the rapid fallsaw an increase 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.unit sales. As a result of these factors, along with the positive effectsnegative effect of favorableunfavorable currency exchange rates, offset primarily due to decreased sales in lower-end compact digital cameras, sales for the business unit increaseddecreased by 3.1%13.3% to ¥1,448.9 billion in 2013,¥1,095,289 million while operating profit totaled ¥203.8 billion,¥144,413 million, a decreaseyear-on-year decline of 3.1%21.3%.

In the Industry and Others Business Unit, withinunit sales of semiconductor lithography equipment despite an increase in sales volume for memory devices indecreased from the latter halfprevious year amid the postponement of 2013 fueledsome capital investments 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.customers. As for FPD lithography equipment, unit sales volume remainedof lithography systems employed in the same asfabrication ofmid- andsmall-size panels increased in response to growing demand for high-definition OLED displays used in mobile devices. Also, sales of manufacturing equipment for OLED displays, which is sold by Canon Tokki, increased amid brisk capital investment by panel manufacturers. In addition, sales of network cameras increased compared with the previous year amidthanks to efforts to strengthen the recovery in investment for large-size panels. With respect to medical equipment, sales volume for Canon’s mainstay digital radiography systems steadily increased.product lineup. Consequently, sales for the business unit totaled ¥374.9 billion in 2013, a decrease of 8.1% year on year,increased 11.4%year-on-year to ¥584,660 million while operating profit recorded a loss of ¥25.3 billion, declininggrew by ¥31.2 billion from 2012.¥20,527 million to ¥7,448 million.

Intersegment sales of ¥92,501¥86,281 million, representing 2.4%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 20132016 and 20122015 is provided below:

 

  2013     Change   2012   2016   Change 2015 
  (Millions of yen, except percentage data)   (Millions of yen, except percentage data) 

Japan

  ¥715,863    -0.6 ¥720,286     706,979    -1.0  714,280 

Americas

   1,059,501    +12.7   939,873     963,544    -15.8   1,144,422 

Europe

   1,124,929    +10.9   1,014,038     913,523    -15.0   1,074,366 

Asia and Oceania

   831,087    +3.2   805,591     817,441    -5.7   867,203 
  

 

   

 

  

 

   

 

   

 

  

 

 

Total

  ¥3,731,380    +7.2% ¥3,479,788     3,401,487    -10.5  3,800,271 
  

 

   

 

  

 

   

 

   

 

  

 

 

 

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.2016 are summarized as follows.

In Japan, net 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 cameras1.0% from the previous year due to the significant slowdown in the market, the depreciationongoing contraction of the yen againstdigital camera market, especially for digital compact cameras, which reflected a slow recovery in consumer spending.

In the U.S. dollar along with increasedAmericas, net sales decreased 15.8% from the previous year owing to the negative effect of the yen’s appreciation and the decline in sales of inkjetlaser printers, including consumable supplies, caused sales to increase by 12.7% in 2013.interchangeable-lens digital cameras and digital compact cameras.

In Europe, althoughnet sales decreased 15.0% from the previous year owing to the negative effect of the yen’s appreciation and the decline in 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.laser printers.

In Asia and Oceania, despite strong sales of interchangeable lens digital cameras,manufacturing equipment for OLED displays which have been an engine for solid growth in Asia and Oceania, showed a slowdown in growth. In additionis sold by Canon Tokki, net sales of digital compact cameras and laser printers faced harsh conditions. Inkjet printers including consumable supplies, ondecreased by 5.7% from the other hand, showed steady sales growth. Reflecting these factors andprevious year mainly due to the negative effect of depreciation of the yen, net sales increased by 3.2% in 2013.yen’s appreciation.

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 increased2016 decreased by ¥63,330 million to ¥266,908 million. This increase resulted41.7% from the previous year to ¥169,486 million, owing to the negative effect of the yen’s appreciation along with the decrease in sales increase.of laser printers.

Operating profit for the Imaging System Business Unit in 20132016 decreased by ¥6,524 million to ¥203,794 million. This decrease resulted primarily21.3% from the increase in expense dueprevious year to depreciation¥144,413 million, owing to the negative effect of the yen.yen’s appreciation along with the decrease in sales of compact digital cameras.

Operating profit for the Industry and Others Business Unit in 2013 declined2016 grew by ¥31,241¥20,527 million largely owing to ¥7,448 million thanks to strong sales of manufacturing equipment for OLED displays and network cameras, despite the decrease in sales.negative impact of the yen’s appreciation

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 increased by ¥55,671¥91,621 million to ¥844,580¥721,814 million in fiscal 20142017 compared to the previous year. 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 increased by ¥76,285¥90,274 million to ¥583,927¥590,557 million in fiscal 20142017 compared to the previous year.year thanks to the increase in net income. 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 2014,2017, 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 result of decreased inventory level.selling, general and administrative expenses and R&D expenses increased mainly due to sales growth. Cash outflow for payments for income taxes increased duedecreased thanks to an increasea decrease in taxable income.income in fiscal 2016.

Net cash used in investing activities increaseddecreased by ¥19,086¥672,115 million to ¥269,298¥165,010 million in fiscal 2014.2017. This mainly reflects the acquisition of Milestone Systems, to enhance Canon’s network camera business, and several other companies. Purchases of fixed assets were focused on items relevant to new products.TMSC in fiscal 2016.

Canon defines “free cash flow” as cash flows from operating activities less cash flows from investing activities. For fiscal 2014,2017, free cash flow totaled ¥314,629increased by ¥762,389 million to positive ¥425,547 million as compared with ¥257,430negative ¥336,842 million for fiscal 2013. 2016.

Note: “Free cash flow” isnon-GAAP measure. Refer to“Non-GAAP Financial Measures” section for the explanation and the reconciliation to the reported GAAP measure.

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 all of the issued shares of Axis ABplaces importance on March 3, 2015, in order to further ensure its goal of becoming 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). 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 and frequently monitors this indicator, and believes that such indicator is beneficial to an investor’s understanding.indicator. 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.activities and believes that such indicator is beneficial to an investor’s understanding. 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 usedprovided in financing activities totaled ¥300,886negative ¥340,464 million in fiscal 2014,2017, mainly resulting from repurchasethe dividend payout of treasury stock¥162,887 million, the repayment for long-term loans of ¥149,813¥126,578 million and dividendsthe acquisition of ¥145,790own shares in ¥50,036 million. The Company paid dividends in fiscal 20142017 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 issuance of corporate bond

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) amountedincreased to ¥1,018¥39,328 million at December 31, 20142017 compared with ¥1,299¥1,850 million at December 31, 2013.2016, which was mainly due to a new consolidation of subsidiary. Long-term debt (excluding the current portion) amounted to ¥1,148¥493,238 million at December 31, 20142017 compared with ¥1,448¥611,289 million at December 31, 2013.2016 thanks to the repayment for long-term loans.

Canon’s long-term debt mainly consists of bank borrowings and 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, 2015,9, 2018, Canon’s debt ratings are: Moody’s: Aa1Aa3 (long-term); S&P: AAAA- (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 50, 52,49, 59, and 5747 days at the end of the fiscal years 2014, 2013,2017, 2016, and 2012, respectively and2015, respectively. The increase of inventory turnover in 2016 was primarily due to the improvements overacquisition of TMSC on December 19, 2016. If this factor were excluded, the last three years are in line with Canon’s expectations and its revised inventory management policy.turnover would show 50 days.

Increase in property, plant and equipment on an accrual basis in 20142017 amounted to ¥182,343¥147,542 million compared with ¥188,826¥171,597 million in 20132016 and ¥270,457¥195,120 million in 2012.2015. For 2015,2018, Canon projects its increase in property, plant and equipment will be approximately ¥205,000¥200,000 million.

Employer contributions to Canon’s worldwide defined benefit pension plans were ¥22,146¥50,628 million in 2014, ¥48,5152017, ¥14,575 million in 20132016 and ¥30,421¥19,565 million in 2012.2015. Employer contributions to Canon’s worldwide defined

contribution pension plans were ¥15,077¥18,979 million in 2014, ¥14,3832017, ¥17,603 million in 2013,2016, and ¥13,021¥17,277 million in 2012.2015. In addition, employer contributions to the multiemployer pension plan in whichof certain subsidiaries in Netherlands participated were ¥2,815¥4,165 million in 2014.2017, ¥3,482 million in 2016 and ¥3,864 million in 2015.

Working capital in 20142017 increased by ¥32,919¥6,790 million to ¥1,470,554¥1,123,169 million, compared with ¥1,437,635¥1,116,379 million in 20132016 and ¥1,237,821¥1,241,850 million in 2012.2015. 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 20142017 was 2.602.01 compared to 2.692.14 for 20132016 and to 2.472.52 for 2012.2015.

Return on assets (net income attributable to Canon Inc. divided by the average of total assets) was 5.9%4.7% in 2014,2017, compared to 5.6%3.1% in 20132016 and 5.7%5.0% in 2012.2015.

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 8.7%8.6% in 20142017 compared with 8.4%5.2% in 20132016 and 8.7%7.4% in 2012.2015.

The debt to total assets ratio wasratios were 10.2%, 11.9% and 0.0%, 0.1% and 0.1% as of December 31, 2014, 20132017, 2016 and 2012,2015, respectively. Canon had short-term loans and long-term debt of ¥2,166¥532,566 million as of December 31, 2014, ¥2,7472017, ¥613,139 million as of December 31, 20132016 and ¥3,983¥1,569 million as of December  31, 2012.2015.

Non-GAAP Financial Measures

We have reported our financial results in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In addition, we have discussed our results using the combination of two GAAP cash flow measures, Net cash provided by operating activities and Net cash used for investing activities, which we refer to as “Free Cash Flow” which isnon-GAAP measure. We believe this measure is beneficial to an investor’s understanding on Canon’s current liquidity and the alternatives of use in financing activities because it takes into consideration its operating and investing activities.

A reconciliation of thesenon-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following table.

Free Cash Flow

   December 31 
   2017  2016 
   (Millions of yen) 

Net cash provided by operating activities

   590,557   500,283 

Net cash used in investing activities

   (165,010  (837,125
  

 

 

  

 

 

 

Free cash flow

   425,547   (336,842
  

 

 

  

 

 

 

C. Research and development, patents and licenses

Year 2014 marks the fourth year ofCanon has started its5-year management plan, the Excellent Global Corporation Plan Canon’s 5-year (2011-2015) management plan. ThePhase V (“Phase V”) from the year 2016. In Phase V, our slogan is “Embrace the challenge of the fourth phase (“Phase IV”) is “Aiming for the Summit-Speed & Sound Growth”new growth through a grand strategic transformation” and there are three corekey strategies related to R&D:

 

Achieve the overwhelming No.1 position in all core businessesEstablish a new production system to achieve acost-of-sales ratio of 45%;

Reinforce and expand related and peripheralnew businesses while creating future businesses;

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

Build the foundations of an environmentally advanced corporation.Enhance R&D capabilities through open innovation.

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

 

Establish a new production system to achieve acost-of-sales ratio of 45%:

AchieveStrengthen domestic mother factories by integrating design, procurement, production engineering and manufacturing technology operations while pursuing total cost reduction by advancing production engineering capabilities with more sophisticated robots and next-generation technologies such as the overwhelming No.1 position in all coreIoT, big data and artificial intelligence.

Reinforce and expand new businesses while creating future businesses:

Create and expand relatednew businesses by accelerating the horizontal expansion of existing business with the exploration of new application possibility of Canon’s technologies into new fields. Also, invest intensively on the R&D of promising businesses areas such as commercial printing, network cameras and peripheral businesses: Continuelife sciences while actively taking advantage of M&A to introduce competitive products through innovation and aim at gaining profit through solutions and services.

Develop new business through globalized diversification and establishaccelerate the Three Regional Headquarters management system: Reinforce the businessesearly expansion 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 promisingthese businesses.

Enhance R&D capabilities through open innovation:

Construct a more open R&D system that proactively leverages external technologies and enhanceknowledge to accelerate and improve efficiency of the R&D capabilities&D. Especially 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 asour fundamental research and development, of leading-edge technologiesCanon is promoting joint and contract research with topvarious partners including universities, and research institutes, and startups around the world, including Tokyo University, Kyoto University, Tokyo Institute of Technology, Tohoku University, Stanford University, and the University of Arizona, and also participation inworld.

In the “ImPACT” (Impulsing Paradigm Change through Disruptive Technologies) program led by

the Japanese government, where Canon’s “Innovative Visualization Technology to Lead to Creation of a New Growth Industry” was selected as one of the R&D programs in the year 2014, and we are aiming to develop medical inspection equipment with the physically-noninvasive and -nondestructive imaging technology is selected as one of twelve R&D programs.technology. 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. Also, TMSC and the University of Bordeaux has started a joint research on ultra-high-resolution MRI technologies.

Canon has fully introduced 3D-CADdeveloped simulation systems across the Canon Group, boosting R&D efficiency to curtail product development timescovering comprehensive image processing including optical design, mechanical noise analysis, and costs. Moreover, Canon enhanced and evolved itsthermal air flow analysis. With these simulation measurement, and analysis technologies by establishing leading-edge facilities, including one of Japan’s highest-performance cluster computers. As such,systems, 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 ¥308,979¥330,053 million in 2014, ¥306,3242017, ¥302,376 million in 20132016 and ¥296,464¥328,500 million in 2012.2015. The ratios of R&D expenses to the consolidated total net sales for 2014, 20132017, 2016 and 20122015 were 8.3%8.1%, 8.2%8.9% and 8.5%8.6%, 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 2014,2017, according to the United States patent annual list, released by IFI CLAIMS® Patent Services.

D. Trend information

AsUnder the corporate philosophy of kyosei—living and working together for the futurecommon good—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 economy, although challenging conditions are expectedcorporation targeting continued growth and development.

Based on this basic management policy, Canon launched the Excellent Global Corporation Plan in 1996 and, from Phase I through to remain for some time in certain countriesPhase IV, has worked to strengthen its management base and regions,improve corporate value. In 2016, under the slogan “Embracing the challenge of new growth through a grand strategic transformation,” Canon anticipates sustained economicembarked on a new five-year initiative: Phase V of the Excellent Global Corporation Plan. Under this plan, Canon aims to facilitate growth in countries such asthrough structural transformation by reinforcing existing businesses and taking steps to cultivate and strengthen new businesses.

Despite the U.S. among developed countries, and India and ASEAN countries among emerging markets. Overall,growing concerns about geopolitical risks, the globalworld economy is expected to gradually move toward stable growth.continue achieving moderate growth in 2018.

In the businesses in which Canon operates,is involved, for office MFDs, demand for MFDs is projected to continue to expand moderately, mainly for color models whileis expected to grow moderately and make up for the contraction of the market for monochrome models, leading to the same level of demand inoverall compared with the previous year. Looking at the laser printer market, although the demand in developed countries is expected to remaindecrease, demand in emerging countries continues to recover, resulting in overall demand remaining at the same level as the previous year. AsFor interchangeable-lens digital

cameras, demand is expected to decrease moderately. Projections for the digital camera market, although projectionscompact cameras indicate continued market contraction, centered mainly for onlow-priced compact models, despite solid demand for interchangeable-lens digital cameras is expectedhigh-value-added models. With regard 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 withcontinue to exceed that of the previous year. As for the industrialmedical 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 firm in response to replacement demand for medical equipment in developed countries, increasing medical needs associated with population growth in emerging countries and changes in the prevalence of diseases. Looking at industrial equipment, within the same level assemiconductor lithography equipment segment, the previous year. And asmarket is expected to enjoy healthy growth due to the increase in demand for memory devices used in data centers and mobile devices. The outlook for FPD lithography equipment demandand OLED panel manufacturing equipment points to continued active capital investment by panel manufacturers, which is projectedexpected to increase demand. The network camera market is also expected to grow in response to the increasing use of network cameras for diverse applications in such areas as device manufacturers boost capital investment amid growing panel demand projected for 4K televisionsmarketing support in addition to disaster monitoring and mobile devices.crime prevention applications.

Amid these conditions, 2015 is2018 marks the final year of accelerated progress toward the target “to achieve net sales of 5.0 trillion yen” under Phase IVV (2016—2020) of “Excellent Global Corporation Plan” with the new business portfolio including the four new business areas (commercial printing, network cameras, healthcare, and industrial equipment), and will work to address the following key challenges under the theme of “Pursue total optimization and prioritize profits to complete our grand strategic transformation.” Canon will once again return to the slogans of “total optimization” and “focus on profit,” which Canon have upheld since 1996, and review everything from scratch based on them aiming to raise the level 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, Canon aims to bring Phase IV to a successful close, further reinforcing its business foundation to enable great strides beginning from next year. Toward this objective, Canon will undertake the following various measures.overall management one step higher.

 

  

Reinforcing Existing Businesses Through the Introduction of Innovative Products and ServicesStrengthen capability to research leading-edge technology

For MFDsStrengthen research and analysis functions that contribute to the expansion of strategic initiatives that response to changing times and rapid and constant innovation. Comprehensively strengthen capability to research not only global leading-edge technology, but also political, economic, industrial, social 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 range of high-quality services. For cameras, efforts will be made to comprehensively raise aspects such as image-quality,

visual expression, and operability. At the same time, Canon will work to further strengthen the network capabilities 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 devise and execute concrete plans to concentrate technologies and strengthen the competitiveness of Canon Group companies.areas.

 

  

Expanding New and Future Businesses and Further Cultivating Technologies that will Pave the Way to the FutureStrengthen product development capability

Canon aims to produce next-generation lithography equipmentFocus resources in volumeareas that hold future promise, promoting even more strictly the selection and concentration of development themes. Efficiently accelerate technological development through collaboration and the use of external research institutes, andstart-up enterprises. Further improve quality, cost, and delivery, promoting such initiatives as elimination of prototypes by strengthening nanoimprintimproving simulation technology, that realizes further reduction in process geometries. Inoptimal designs for robot assembly, and the areasharing of network camera systems, Canon willproduct platforms. Enhance software development capability and work to enhance its product lineupobtain the optimal balance between outsourcing 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 themes such as photoacoustic tomography, which facilitates the viewing of vascular conditions in 3D. The Company will work to expand 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.in-house production.

 

  

Strengthening Global Marketing Capabilities Through Unified Effort Between Product Operations and Sales CompaniesComprehensively strengthen manufacturing prowess

In developed countries, Canon aims to gain shareAccelerate reduction in both consumerthe production cost ratio of new businesses. Establish an advanced and office segments. Inefficient production system that brings together, development, production engineering, and manufacturing, and strongly promote the consumer segment, Canon will addressexpansion of this via the popularity“mother factory” concept. Thoroughly pursue cost reduction, expanding thein-house production of online shoppingproduction equipment and other trendsparts that are contributingshared among various products in addition to the diversificationkey components. Construct a globally optimized manufacturing system, which enables monitoring of sales channels. In the office segment, Canon will strengthen its response towards centralized procurement of office equipmentcosts in real time 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. Eradicate waste in product development stage, having product development and quality organizations work in unison.

 

  

Accelerating a New Dimension of Cost-reduction ActivitiesComprehensively strengthen strategic procurement function

InFurther strengthen and accelerate cooperation with worldwide suppliers in the areaglobal procurement network developed so far. Promotein-house production 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, through such means as expanding the application of simulation technologies as well as employing 3D printing. In production, Canon willparts and materials and realize further cost reduction by expanding the applicationpromoting standardization of automation equipment and through measures aimed at the in-house production of molded parts and production equipment.adoption of general-purpose components.

Reform sales organizations to correspond to market changes

Cultivate global sales engineers essential for B2B businesses such as commercial printing and network camera, and while striving to enhance the capabilities of these sales engineers, work to strengthen local service support systems with a focus on sales companies. Carry out the optimization of sales channels to correspond to changes in product and market landscapes, such as adapting toe-commerce.

 

  

BuildingEstablish a Globally Optimized Production Systemhuman resource management system that adapts to the changing times

To maintain an optimized productionBuild a human resource development system, Canon will take steps to revive domestic production, promoting measures such as automation and in-house production, while building new structural dimensionsa personnel system that enables a wide range of cost reduction. At the same time, Canon will promote localized production through the use of automation equipmentcareer paths that are in step with changes in the U.S.business environment and Europe.

In addition to these measures, Canon will promote other initiatives such as product quality reforms to win top customer approval, information security improvement, and human resource development.times.

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 facilitatingoff-balance sheet arrangements or other contractually narrow or limited purposes.

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 for affiliates and other companies are made for their lease obligations and bank loans to ensure that those companies operate with less financial risk.

Canon willwould have to perform under a guarantee if the borrower defaults on a payment within the contract periods ofterms. The contract terms are 1 year to 30 years in the case of employees with housing loans, and 1 year to 57 years in the case of affiliates and other companies.companies with lease obligations and bank loans. The maximum amount of undiscounted payments Canon would have had to make in the event of default by all borrowers was ¥8,951is ¥6,059 million at December 31, 2014.2017. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 20142017 were insignificant.not significant.

F. Contractual obligations

The following summarizes Canon’s contractual obligations at December 31, 2014.2017.

 

      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  

Other Long-Term Debt

   145    59    60    24    2  

Loan from the banks

   490,000            490,000     

Other debt

   9,168    5,930    2,776    390    72 

Operating Lease Obligations

   85,719    26,450    34,508    14,528    10,233     111,502    28,414    37,622    22,495    22,971 

Purchase commitments for:

                    

Property, Plant and Equipment

   52,668    52,668                 36,199    36,199             

Parts and Raw Materials

   76,984    76,984                 135,649    135,649             

Other long-term liabilities

                    

Contribution to Defined Benefit Pension Plans

   26,257     26,257                    36,750    36,750             
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ¥243,791   ¥183,374   ¥35,376   ¥14,803   ¥10,238     819,268    242,942    40,398    512,885    23,043 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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, 2014,2017 accrued product warranty costs amounted to ¥11,564¥17,452 million.

At December 31, 2014,2017, commitments outstanding for the purchase of property, plant and equipment were approximately ¥52,668¥36,199 million, and commitments outstanding for the purchase of parts and raw materials were approximately ¥76,984¥135,649 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 2015,2018, Canon expects to contribute ¥14,674¥14,447 million to its Japanese defined benefit pension plans and ¥11,583¥22,303 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, 201529, 2018 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)

 

(Group Executive of Human Resources Management & Organization HQ, Group Executive of Facilities Management HQ, Group Executive of Public Affairs HQ)

 1/1992 

Deputy Group Executive of Finance & Accounting HQ

  3/1995 Director
  4/1995 

Group Executive of Finance & Accounting HQ

  3/1997 Managing Director
  3/2001 Senior Managing Director
  1/2007 

Group Executive of Policy and Economy Research HQ

  3/2007 

Executive Vice President & 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*HQ

  4/2012 

Group Executive of Facilities Management HQ*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.

  4/2017 

ChairmanGroup Executive of Canon Hong Kong Co., Ltd.Facilities Management HQ*

  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

(Group Executive of Device Technology Development HQ,

Group Executive of Corporate R&D)

4/1977Entered the Company

(Nov. 15, 1950)

1/20022018      

Group Executive of Device Technology DevelopmentPublic Affairs HQ*

3/2004Director
3/2007Managing Director
3/2011Senior Managing Director*
3/2015

Group Executive of Corporate R&D*

 

 

 

 

 

 

 

Toshio HonmaHomma

(Mar. 10, 1949)

 

Senior Managing DirectorExecutive Vice President in charge of Office Business

(GroupChief Executive of Procurement HQ)Office Imaging Products Operations)

 4/1972 

Entered the Company

  4/2001 

Deputy Chief Executive of i Printer Products HQOperations

  3/2003 

Director

 4/2003 

Group Executive of Business Promotion HQ

  7/2003 

Group Executive of L Printer Business Promotion HQ

  1/2007 

Chief Executive of L Printer Products HQOperations

  3/2008 

Managing Director

  3/2012 

Senior Managing Director*Director

Group Executive of Procurement HQ

  3/2016 

GroupExecutive Vice President

4/2016

Chief Executive of Procurement HQ*Office Imaging Products Operations*

3/2017

Executive Vice President in charge of Office Business*

 

 

 

 

 

 

 

Hideki Ozawa

(Apr. 28, 1950)Shigeyuki Matsumoto

 Senior Managing Director

Executive Vice President & CTO

(Group Executive of R&D HQ)

 4/1973

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

7/19801977 Entered the Company

(Nov. 15, 1950)

 1/2002

Group Executive of Device Technology Development HQ

 4/20053/2004 

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

  3/2007 Director
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 

Senior Managing Director

7/2012

Group Executive of Digital System Technology Development HQ*

  3/2015 

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 OfficerR&D

  7/2015 

Group Executive of Corporate Intellectual Property and LegalR&D HQ*

  3/2012Director*

2016
 

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 OperationsCTO*

  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

4/20082017 

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*Vice President*

 

 

 

 

 

 

 

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

 

Incorporated

  6/2011 

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

Name
(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience

(*current position/function)

  6/2013 

Director of Toyota Motor Corporation*

  3/2014 

Director*

Makoto Araki

(Jul. 16, 1954)

Audit & Supervisory Board Member

4/1978Entered the Company
10/2009

Group Executive of Information & Communication Systems HQ

4/2010Executive Officer
3/2011Director
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*

 

 

 

 

 

 

 

Masaaki Nakamura

(Jul. 28, 1957)

Audit & Supervisory Board Member

4/1980

Entered the Company

1/2013

Deputy Group Executive of Facilities Management HQ

3/2014

Deputy Group Executive of Human Resources Management & Organization HQ

4/2014

Executive Officer

3/2015

Director

3/2016

Managing Executive Officer

4/2016

Group Executive of Facilities Management HQ

2/2017

Group Executive of Public Affairs HQ

3/2018

Audit & Supervisory Board Member*

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.*

 

 

 

 

 

 

 

OsamiHiroshi Yoshida

(Nov. 4, 1950)Sep. 5, 1954)

 

Audit & Supervisory Board Member

 9/198210/1980

Joined Tohmatsu Awoki & Co.

4/1984 

Registered as Certified Public Accountant*

 12/7/1993

Partner of Tohmatsu & Co.

6/2000

Representative Partner of Tohmatsu & Co.

5/2007

Managing Partner, Finance & Administration of Deloitte Touche Tohmatsu

The Board Member of Deloitte Touche Tohmatsu

Name
(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience

(*current position/function)

11/2011 

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

  
3/20142017      

Audit & Supervisory Board Member*

 

 

 

 

 

 

 

Name

(Date of birth)

Position

(Group executive/function)

Date of
commencement

Business experience
(*current position/function)

Kuniyoshi KitamuraKoichi Kashimoto

(Apr. 8, 1956)Jul. 2, 1961)

 

Audit & Supervisory Board Member

 4/19811984 

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 Mutual Life Insurance Co.)

  4/1997 

Manager of Government Relations Department of
TheDai-ichi Life Insurance Company, Limited

  4/20042005 

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

4/2006

General Manager of Research Department of
The Dai-Ichi Mutual Life Insurance Co.

11/2007

General Manager of Corporate Planning Department No.2 of
The Dai-Ichi Mutual Life Insurance Co.

  4/2009 

General ManagerManaging Director of Corporate Relations Department No.8 of
The Dai-Ichi MutualDai-ichi Life Insurance Co.International (Europe), Limited

  4/2012 

General Manager of Secretarial Department of
The Dai-ichi Life Insurance Company, Limited

4/2016

Senior General Manager of Secretarial Department (in charge of Secretarial Department and General Affairs Department), and Senior General Manager of Group General Affairs Unit of
The Dai-ichi Life Insurance Company, Limited

10/2016

Senior General Manager of Secretarial Department (in charge of Secretarial Department and General Affairs Department) of
The Dai-ichi Life Insurance Company, Limited, and Senior General Manager and Chief of General Affairs Unit ofDai-ichi Life Holdings, Inc.

  3/20102018 

Audit & Supervisory Board Member*

 

 

 

 

 

 

 

Term

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

Tadashi Ohe, OsamiHiroshi Yoshida and Kuniyoshi Kitamura,Koichi Kashimoto, 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 2015.2018. The term of office of Audit & Supervisory Board Members is four years. The current term for Kazuto Ono and 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 who were elected in the general meeting of shareholders in March 2015, expires in March 2019.2019, the

current term for Hiroshi Yoshida who was elected in the general meeting of shareholders in March 2017, expires in March 2021, and the current term for Masaaki Nakamura and Koichi Kashimoto who were elected in the general meeting of shareholders in March 2018, expires in March 2022.

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 17seven 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 OsamiHiroshi 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, 2015,30, 2018, whom are expected to take the assignment on April 1, 2015,2018, are listed below.

 

Name

  

Position

  

(Group executive/function)

Hiroyuki SuematsuYoroku Adachi

  Senior Executive OfficersVice President  Group ExecutiveChairman of Quality Management HQCanon U.S.A., Inc.

Shigeyuki UzawaHideki Ozawa

  Senior Executive OfficersChief Executive of Optical Products Operations

Akio Noguchi

Senior Executive OfficersGroup Executive of Mixed Reality Solution Business Promotion HQ

Yuichi Ishizuka

Senior Executive OfficersVice President  President of Canon U.S.A.(China) Co., Inc.Ltd.

Seymour Liebman

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

Rokus van IperenNaoji Otsuka

  Senior Managing Executive OfficersOfficerChief Executive of Inkjet Products Operations

Toshio Takiguchi

Senior Managing Executive OfficerChief Executive of Medical Systems Operations, President of Toshiba Medical Systems Corporation

Kenichi Nagasawa

Managing Executive OfficerGroup Executive of Corporate Intellectual Property & Legal HQ

Masanori Yamada

Managing Executive OfficerGroup Executive of Network Visual Solution Business Promotion HQ, Chief of Rugby World Cup/Olympic and Paralympic Project

Aitake Wakiya

Managing Executive OfficerGroup Executive of Finance & Accounting HQ

Eiji Osanai

Managing Executive OfficerGroup Executive of Production Engineering HQ

Ryuichi Ebinuma

Managing Executive OfficerDeputy Group Executive of R&D HQ

Yuichi Ishizuka

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

Masato Okada

Executive OfficersDeputy Chief Executive of Image Communication Products OperationsU.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

  Managing Executive OfficersOfficer  Deputy Group Executive of Device Technology Development HQ

Takayuki Miyamoto

  Managing Executive OfficersOfficer  Chief Executive of Peripheral Products Operations

Katsumi Iijima

Managing Executive OfficerGroup Executive of Information & Communication Systems HQ

Hiroaki Takeishi

Managing Executive OfficerChief Executive of Optical Products Operations

Soichi Hiramatsu

Executive OfficerGroup Executive of Procurement HQ

Nobutoshi Mizusawa

Executive OfficerDeputy Chief Executive of Medical Systems Operations, Deputy Group Executive of R&D HQ

Yoichi Iwabuchi

Executive OfficerDeputy Group Executive of Digital System Technology Development HQ

Takashi Takeya

Executive OfficerSenior General Manager of Global Logistics Management Center

Nobuyuki Tainaka

Executive OfficerSenior General Manager of Global Legal Administration Center

Takanobu Nakamasu

Executive OfficerExecutive Vice President of Canon Europe Ltd.

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 Business Operations

Ritsuo Mashiko

Executive OfficerPresident of Oita Canon Inc.

Hisahiro Minokawa

Executive Officer ��Deputy Group Executive of Human Resources Management & Organization HQ

Noriko Gunji

Executive OfficerPresident of Canon Singapore Pte. Ltd.

Hideki Sanatake

Executive OfficerDeputy Group Executive of Corporate Intellectual Property and Legal HQ

Tamaki Hashimoto

Executive OfficerGroup Executive of Consumer Inkjet Products Group

Hideto Kohtani

Executive OfficerGroup Executive of Office Imaging Products Digital Solution Group

Minoru Asada

Executive OfficerSenior General Manager of Group Management Center

Kazuhiko Nagashima

Executive OfficerSenior General Manager of Finance Accounting Center

Katsuhiko Shinjo

Executive OfficerDeputy Group Executive of R&D HQ

Katsuyoshi Soma

Executive OfficerPresident of Fukushima Canon Inc.

Masaki Omori

Executive OfficerSenior General Manager of Production Engineering Research Laboratory

B. Compensation

In the fiscal year ended December 31, 2014,2017, Canon pays an aggregate of approximately ¥1,586¥1,021 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 2014.2017.

 

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.    293    39    332 

Masaya Maeda (Director)

   Canon Inc.    135    22    157 

Toshizo Tanaka (Director)

   Canon Inc.     115     22     137     Canon Inc.    130    22    152 

Toshiaki Ikoma (Director)

   Canon Inc.     108     20     128  

Shigeyuki Matsumoto (Director)

   Canon Inc.    103    14    117 

Notes:

(1)Bonus amounts represent the increased portion of accrued directors’ bonuses in fiscal year 2014.2017.

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 threea stock option (share option) plans. These plans wereplan. This plan was approved at the meeting of the Board of Directors in accordance with the Ordinary General Meeting of Shareholders for the 108th, 109th and

110th117th 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, 2011.29, 2018. Under and pursuant to these plans,this plan, share options will be issued as stock options to the Company’s directors and executive officers and senior employees.officers.

The descriptionsdescription of thethis stock option plans areplan is below.

The Stock Option Plan Approved on March 27, 200929, 2018

1. Purpose of Introduction of Stock-Type Compensation Stock Options

The Reason for the NecessityCompany have allotted stock options to Solicit Those Who Subscribe for Share Options on Particularly Favorable Conditions

Share options were issued to the Company’sits directors (excluding outside directors) and executive officers, as the remuneration of directors and senior employeesexecutive officers for the purpose of providing an incentive for directors and executive officers to further enhancing their motivationcontribute to the improvement of medium- and morale to improvelong-term operating results and higher corporate value through sharing the benefits and risks of share price fluctuations with the Company’s performance,shareholders.

The stock options are “the stock-type compensation stock options,” which entitle individual directors and executive officers to acquire shares upon exercise of the stock acquisition rights at an exercise price of one (1) yen per share. The remuneration (the “Remuneration”), the amount of which shall be equal to the price to be paid in exchange for stock acquisition rights (the “Allotment Price”), which shall be determined based on the fair value thereof, will be paid by the Company to each director and executive officer, and the obligation of each director and executive officer to pay the Allotment Price shall be offset by the rights of such director and executive officer to receive the Remuneration.

2. Details of the Stock-Type Compensation Stock Options

(1) Class and number of shares to be acquired upon exercise of stock acquisition rights

The class of shares to be acquired upon exercise of the stock acquisition rights shall be shares of common stock of the Company, and the number of shares to be acquired upon exercise of each stock acquisition right (the “Number of Shares Acquired”) shall be 100 shares; provided, however, that in the case that the Company conducts a share split (including an allotment without consideration (musho-wariate) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “Resolution Date”), the Number of Shares Acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one (1) share resulting from such adjustment.

Number of Shares

Acquired after

Adjustment

=

Number of Shares

Acquired before

Adjustment

×

Ratio of share Split

or

share consolidation

In addition to the above, in any event that makes it necessary to adjust the Number of Shares Acquired, including a viewmerger and company split, on and after the Resolution Date, the Company may make appropriate adjustment to long-term improvementthe Number of its corporate value.Shares Acquired within a reasonable range.

2.(2) Grantees of Share Options

The Company’s 5 directors 10(excluding outside directors) and 28 executive officers.

(3) Maximum number of stock acquisition rights

The maximum number of stock acquisition rights to be allotted to all directors (excluding outside directors) and executive officers and 29 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.

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 per share.

6. Features of Share Options

The features of share options are as follows:

within one (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 954,000 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, 2011 to April 30, 2015.

(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 yearsyear from the enddate of the Ordinary General Meeting of Shareholders for each fiscal year is seven hundred forty (740).

(4) Allotment Price

The Allotment Price for each stock acquisition right shall be determined by the 108th Business TermBoard of Directors based on the fair value of a stock acquisition right at the time of its allotment as calculated through a fair calculation method, such as the Black-Scholes model.

(5) The value of assets to be contributed upon exercise of each stock acquisition right

The value of assets to be contributed upon exercise of each stock acquisition right shall be one (1) yen per share to be acquired upon exercise of each stock acquisition right, multiplied by the Number of Shares Acquired.

(6) Exercise period of stock acquisition rights

The exercise period of stock acquisition rights shall be determined by the Board of Directors, but shall not exceed thirty (30) years from the day immediately following the allotment date of stock acquisition rights.

(7) Restrictions on acquisition of stock acquisition rights by transfer

The stock acquisition rights cannot be acquired through transfer, unless such acquisition is expressly approved by a resolution of the Company.Board of Directors.

(iii) Holders(8) Conditions for exercise 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.stock acquisition rights

(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 Pricestock acquisition rights shall be appropriately adjusted withindetermined by 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 approvalresolution of the Board of Directors.

(6) Events for Such conditions include 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 (orcondition that (i) those to whom stock acquisition rights are allotted (the “Holder(s)”) shall, unless otherwise resolved 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 duringall the exercisable period, even afterstock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from the day immediately following the day when they lose their positionscease to hold any position as directors,a director or an 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 directorsofficer of the Company, as remuneration, is(ii) in the amount obtained by multiplyingevent that the fair market value per share option asCompany recognizes any violation of laws and regulations, misconduct 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 calculatedduties, act conflicting with the useduty of due care or duty of loyalty, or any other act equivalent thereto 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, ifHolder, the Company effectsmay limit, subject to 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 (orresolution 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 endnumber 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 optionsoffered stock acquisition rights that may be establishedexercised 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.Holder.

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, 2014, 20132017, 2016 and 2012.2015.

 

  Total   Japan   Americas   Europe   Asia and Oceania   Total   Japan   Americas   Europe   Asia and Oceania 

December 31, 2014

          

December 31, 2017

          

Office

   103,380    32,407    13,263    18,972    38,738 

Imaging System

   55,909    16,732    2,416    1,841    34,920 

Medical System

   10,851    5,942    1,834    1,577    1,498 

Industry and Others

   18,476    9,573    935    3,176    4,792 

Corporate

   9,160    9,011        57    92 
  

 

   

 

   

 

   

 

   

 

 

Total

   197,776    73,665    18,448    25,623    80,040 
  

 

   

 

   

 

   

 

   

 

 

December 31, 2016

          

Office

   109,294     33,714     15,461     19,990     40,129     105,480    33,056    14,108    19,103    39,213 

Imaging System

   56,556     14,771     2,212     1,553     38,020     55,263    15,845    2,353    1,914    35,151 

Industry and Others

   15,993     10,893     356     748     3,996     27,790    15,042    2,699    4,434    5,615 

Corporate

   10,046     9,823          65     158     9,140    8,970        60    110 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   191,889    69,201     18,029    22,356     82,303     197,673    72,913    19,160    25,511    80,089 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

December 31, 2013

          

December 31, 2015

          

Office

   99,360     29,389     15,009     19,328     35,634     106,895    32,557    14,381    20,399    39,558 

Imaging System

   61,798     16,069     2,510     2,083     41,136     55,238    16,394    2,357    1,684    34,803 

Industry and Others

   22,401     14,606     1,225     1,166     5,404     17,708    9,828    897    2,682    4,301 

Corporate

   10,592     9,761               831     9,730    9,546        61    123 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   194,151    69,825     18,744    22,577     83,005     189,571    68,325    17,635    24,826    78,785 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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, 2015.29, 2018. The total is 347,963306,116 shares, constituting 0.03%0.02% of all outstanding shares.

 

Name

  

Position

  Number of shares 

Fujio Mitarai

  Chairman & CEO   117,723126,923

Masaya Maeda

President & COO15,200 

Toshizo Tanaka

  Executive Vice President & CFO   21,71022,810 

Yoroku AdachiToshio Homma

  Senior Managing DirectorExecutive Vice President   25,09751,452 

Shigeyuki Matsumoto

  Senior Managing DirectorExecutive Vice President & 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

Director1,27929,652 

Kunitaro Saida

  Director   4004,200 

Haruhiko Kato

  Director   0

Makoto Araki

Audit & Supervisory Board Member8,100 

Kazuto Ono

  Audit & Supervisory Board Member   3,7004,700

Masaaki Nakamura

Audit & Supervisory Board Member2,179 

Tadashi Ohe

  Audit & Supervisory Board Member   41,40048,100 

OsamiHiroshi Yoshida

  Audit & Supervisory Board Member   700600 

Kuniyoshi KitamuraKoichi Kashimoto

  Audit & Supervisory Board Member   2,600300 
    

 

 

 
  Total   347,963306,116 
    

 

 

 

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 236,000 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 263,000 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, 2014:2017:

 

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)

   77,949,000    5.8

Japan Trustee Services Bank, Ltd. (Trust Account)

   57,046,450    4.3

TheDai-ichi Life Insurance Company, Limited

   33,051,180    2.5

Barclays Securities Japan Limited

   26,000,000    2.0

Mizuho Bank, Ltd.

   22,558,173    1.7

State Street Bank West Client—Treaty 505234

   22,122,387    1.7

Japan Trustee Services Bank, Ltd. (Trust Account 5)

   20,528,200    1.5

Moxley and Co. LLC

   19,648,132    1.5

Sompo Japan Nipponkoa Insurance Inc.

   17,439,987    1.3

OBAYASHI CORPORATION

   16,527,607                        1.2

Notes:

 1:Moxley and Co. 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 241,931,637 shares (18.14% of total issued shares) of treasury stock.
4:2:Apart from the above shares, Mizuho Bank, Ltd. held 9,057,000 shares contributed to a trust fund for its retirement and severance plans.
3:Moxley and Co. LLC is a nominee of JPMorgan Chase Bank, which is the depositary of Canon’s ADRs (American Depositary Receipts).
4:Apart from the above shares, the Company owns 254,007,681 shares (19.0% of total issued shares) of treasury stock.

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

As of December 31, 2014, 13.6%2017, 11.2% of the issued shares of common stock, including the Company’s treasury stock, were held of record by 253280 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, 2015.29, 2018.

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 7 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, 20142017 and 20132016 and for each of the three years in the period ended December 31, 20142017 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, 2013,2017, 2016, 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-consolidatedyear-endnon-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’syear-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 considerationmid-term profit forecasts, planned future investments, cash flow and other factors.

In 2014,2017, Canon made steady progress in business structure transformation. This is due to the business environment remained challenging, characterized by, among other factors, prolonged global economic weakness. Thanks, however,improved ability of existing businesses to efforts to strengthen product competitivenessgenerate profits and the Company’s financial position through aexpansion of new businesses. In addition to this, management focus on profitability andefficiency has improved thanks to comprehensive cash flow Canon was ablemanagement. Reflecting this situation, to generate ample cash reserves. Taking this into consideration while seeking to actively provide a stable and active return to shareholders, Canon has decided to distribute a full-year dividend of ¥150

¥160 per share, (interim dividend of ¥65¥75 per share that was already distributed andyear-end dividend of ¥85)¥85 including the commemorative dividend of ¥10), which represents a ¥20¥10 increase from 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  

2012 Year

   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  

2013 Year

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

2014 Year

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

2015 Year

   4,539    3,402    1,702.83    1,343.29    20,952.71    16,592.57 

2016 1(st) quarter

   3,656    2,978    1,544.73    1,193.85    18,951.12    14,865.77 

2(nd) quarter

   4,115     3,070     1,289.77     971.33    15,942.60     11,805.78     3,412    2,780    1,412.98    1,192.80    17,613.56    14,864.01 

3(rd) quarter

   3,480     2,913     1,232.02     1,103.94    14,953.29     13,188.14     3,053    2,797    1,357.41    1,209.88    17,156.36    15,106.52 

4(th) quarter

   3,410     3,035     1,302.87     1,138.75    16,320.22     13,748.94     3,468    2,850    1,558.75    1,287.39    19,592.90    16,111.81 

2013 Year

   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  

2016 Year

   3,656    2,780    1,558.75    1,192.80    19,592.90    14,864.01 

2017 1(st) quarter

   3,549    3,218    1,578.51    1,495.03    19,668.01    18,650.33 

2(nd) quarter

   3,446     3,093     1,273.80     1,121.50    15,442.67     13,885.11     3,967    3,357    1,627.54    1,452.15    20,318.11    18,224.68 

3(rd) quarter

   3,628     3,255     1,346.43     1,224.85    16,374.14     14,753.84     3,890    3,623    1,679.83    1,578.66    20,481.27    19,239.52 

4(th) quarter

   4,045     3,172     1,454.22     1,177.22    18,030.83     14,529.03     4,472    3,817    1,844.05    1,671.05    23,382.15    20,363.28 

2014 Year

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

2017 Year

   4,472    3,218    1,844.05    1,452.15    23,382.15    18,224.68 
  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  

2017 July

   3,873    3,623    1,636.53    1,602.47    20,200.88    19,856.65 

August

   3,432    3,295     1,296.02    1,224.85    15,628.78    14,753.84     3,890    3,760    1,642.34    1,589.05    20,113.73    19,280.02 

September

   3,628    3,372     1,346.43    1,279.52    16,374.14    15,440.99     3,853    3,707    1,679.83    1,578.66    20,481.27    19,239.52 

October

   3,596    3,172     1,338.35    1,177.22    16,533.91    14,529.03     4,253    3,817    1,772.59    1,671.05    22,086.88    20,363.28 

November

   3,804    3,454     1,413.27    1,353.42    17,520.54    16,713.37     4,472    4,217    1,844.05    1,737.72    23,382.15    21,972.34 

December

   4,045    3,733     1,454.22    1,346.37    18,030.83    16,672.94     4,422    4,200    1,833.28    1,761.18    22,994.33    22,119.21 

2015 January

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

2018 January

   4,378    4,221    1,911.31    1,836.68    24,129.34    23,065.20 

February

   3,897    3,654     1,529.20    1,387.38    18,865.39    17,271.87     4,395    3,888    1,870.94    1,691.65    23,492.77    20,950.15 

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 theover-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  

2013 Year

   40.430    29.820 

2014 Year

   33.960    28.670 

2015 Year

   38.020    28.520 

2016 1(st) quarter

   30.320    26.600 

2(nd) quarter

   30.930    27.670 

3(rd) quarter

   29.750    27.180 

4(th) quarter

   29.980    27.760 

2016 Year

   30.930    26.600 

2017 1(st) quarter

   31.680    28.150 

2(nd) quarter

   35.910    30.790 

3(rd) quarter

   35.360    32.200 

4(th) quarter

   39.150    34.010 

2017 Year

   39.150    28.150 
  (Canon Inc.) 
  (U.S. dollars) 

Period

  High   Low 

2017 July

   35.110    32.200 

August

   33.390     32.630     35.360    34.440 

September

   33.370     32.510     35.000    33.740 

October

   32.560     29.600     37.790    34.010 

November

   32.070     30.540     39.150    37.480 

December

   33.530     31.570     38.740    37.220 

2015 January

   33.320     30.780  

2018 January

   40.190    37.380 

February

   32.710     31.330     39.900    35.610 

The depositary and agent of the ADRs is JPMorgan Chase Bank, N.A., located at 1 Chase Manhattan4 New York Plaza Floor 58,12, New York, N.Y. 10005-1401,10004, U.S.A.

B. Plan of distribution

Not applicable.

C. Markets

See Item 9A “Offer and listing details”.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

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 ofnon-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. On January 5, 2009, a new central clearing system for shares of Japanese listed companies was established pursuant to2017. In accordance with 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 additionalpaid-in capital and legal reserve reachesone-quarter of its stated capital, set aside in its additionalpaid-in capital and/or legal reserve an amount equal toone-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 itsnon-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 additionalpaid-in capital or legal reserve (if any);

“D”= (if the Company has reduced its additionalpaid-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, additionalpaid-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 additionalpaid-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, additionalpaid-in capital and legal reserve, each such amount that is appearing on thenon-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 itsnon-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 preparenon-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 latestnon-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 anon-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 thanone-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 thanone-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 thanone-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 leasttwo-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 nopre-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 at2-1, Yaesu1-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’syear-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 tradeex-dividend orex-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

On March 15, 2016, Canon entered into a provisional borrowing agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. which matures in 2017 for acquiring TMSC. This borrowing was refinanced on January 31, 2017. For further information, please refer to Note 9 of the Notes to Consolidated Financial Statements.

All contracts other than above 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“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 asnon-residents of Japan, while branches and other offices located within Japan ofnon-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 arenon-resident individuals or (b) a majority of the officers having the power to represent the corporation arenon-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 anon-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 anon-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 anon-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 bynon-residents of Japan may be converted into any foreign currency and repatriated abroad. The acquisition of shares bynon-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, anon-resident of Japan ornon-Japanese corporation (a “Non-Resident“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 additionalpaid-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 beare generally 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 areNon-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.Spain. 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, toNon-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(Article 182(2) of the Japanese Income Tax Law and Article9-3(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 toNon-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 theso-called “preservation doctrine” under Article 1(2) of the Treaty, and/or due to Article3-2 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,Currently, the tax rate under the applicable tax treaty will normally beis lower

than that under the domestic tax law and if so,thus the treaty override treatment will apply.applies. As such, the tax rate under the Treaty will normally applyapplies 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 byNon-Resident Holders, or from the sale of Japanese corporations’ shares or ADSs within Japan by anon-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 advisersadviser 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 certainnon-corporate U.S. holders. Accordingly, the analysis of the creditability of Japanese taxes and the reduced rates of taxation applicable to dividends received by certainnon-corporate U.S. holders, both as described below, could be affected by actions that may be taken by parties to whom ADSs arepre-released or by intermediaries.

This discussion assumes that the Company was not a passive foreign investment company for 2014,2017, 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.dividends for U.S. tax purposes. 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 generally not be eligible for the dividends-received deduction generallydeductions 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 certainnon-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 20142016 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 amark-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 certainnon-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 certain U.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 anon-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, includingForm 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 Broad11 Wall 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 andlow-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 asavailable-for-sale securities, were as follows at December 31, 2014.2017.

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  
  

 

 

   

 

 

 

   2017 
   Cost   Fair value 
   (Millions of yen) 

Debt securities

    

Due within one year

   1,222    1,222 

Due after one year through five years

   605    605 

Due after five years

   340    506 

Fund trusts

   122    124 

Equity securities

   10,965    20,901 
  

 

 

   

 

 

 
   13,254    23,358 
  

 

 

   

 

 

 

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 ofnon-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, 2014.2017. All of the foreign exchange contracts described in the following table have a contractual maturity date in 2015.2018.

 

  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    119,128   127,449   25,986   272,563 

Estimated fair value

   (8,300  (2,457  (423  (11,180   61   (1,720  (426  (2,085

Forwards to buy foreign currencies:

          

Contract amounts

  ¥12,018  ¥9,347       ¥21,365    38,775   2,399   4,994   46,168 

Estimated fair value

   316    (38      278     (448  (187  5   (630

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) atyear-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, 2014, 20132017, 2016 and 2012.2015. The amounts of net losses excluded from the assessment of hedge effectiveness (time value component) which was recorded in other income (deductions) was ¥145were ¥332 million, ¥111¥311 million and ¥221¥131 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, 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 inRule 13a-15(e) of the Exchange Act, are effective at the reasonable assurance level as of December 31, 2014.2017.

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 Rule13a-15(f) promulgated under the Securities Exchange Act of 1934, 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, 2014.2017. In making this assessment, management used the criteria established in internal Control—IntegratedControl –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, 2014,2017, 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

During 2017, Toshiba Medical Systems Corporation (“TMSC”) (Canon Medical Systems Corporation as of January 4, 2018) which Canon acquired in 2016 was integrated into the Canon’s internal control over financial reporting. Canon assessed the effectiveness of internal control over financial reporting of TMSC as of December 31, 2017. There has beenare no changeother changes 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 OsamiHiroshi Yoshida is an “audit committee financial expert” as defined by the rules of the SEC. OsamiHiroshi Yoshida has considerable experience and advanced expert knowledge in corporate accounting gained thorough his longstanding practice as a certified public accountant. OsamiHiroshi Yoshida was elected as one of Canon’s Outside Audit & Supervisory Board Members at an ordinary general meeting of shareholders held in March 2014. Osami2017. Hiroshi 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 onPre-Approval of Audit andNon-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 establishedPre-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 ornon-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 andnon-audit services may bepre-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.

an Independent Registered Public Accounting Firm for any audit ornon-audit service involving estimated fees exceeding ¥10,000,000 per single engagement must bepre-approved by the majority of Audit & Supervisory Board.

Certain other services may bepre-approved under detailed categories of audit andnon-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 ofpre-approval, the Audit & Supervisory Board has delegatedpre-approval authority to any of the standing Audit & Supervisory Board Members of the board. Any engagement of an Independent Registered Public Accounting Firmpre-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.

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 bepre-approved by the Audit & Supervisory Board on an individual basis.

No services were provided for whichpre-approval was waived pursuant to paragraph (c)(7)(i)(C) ofRule 2-01 ofRegulation 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, 2017
   Year ended
December 31, 2016
 
  (Millions of yen)   (Millions of yen) 

Audit fees

  ¥               2,544    2,444                     3,028                    2,582 

Audit-related fees

   73    57     27    60 

Tax fees

   120    189     119    122 

All other fees

   97    275     10    19 
  

 

   

 

   

 

   

 

 

Total

  ¥2,834    2,965     3,184    2,783 
  

 

   

 

   

 

   

 

 

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 20142017 and 2013.2016.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Canon is relying on the general exemption contained inRule 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 ofRule 10A-3 under the Exchange Act.

According toRule 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 Rule10A-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 withRule 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 onRule 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 ofRule 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
   (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)   

2017

  (Shares)   (Yen)   (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
 

January 1 - January 31

   993     3,251               320    3,329   

February 1 - February 28

   9,582,331     3,131     9,581,500          486    3,298         

March 1 - March 31

   6,376,619     3,137     6,376,100          658    3,402         

April 1 - April 30

   928     3,181               575    3,483         

May 1 - May 31

   15,121,152     3,307               987    3,720         

June 1 - June 30

   915     3,391     15,120,500          12,776,836    3,914    12,776,100     

July 1 - July 31

   619     3,333               845    3,799         

August 1 - August 31

   592     3,403               813    3,858         

September 1- September 30

   1,431     3,514            

September 1- September 30

   758    3,796         

October 1 - October 31

   987     3,395               1,547    3,962         

November 1 - November 30

   14,147,798     3,534     14,146,600          711    4,308         

December 1 - December 31

   1,777     3,876               995    4,342         

Notes:

 (1)On February 18,May 31, a resolution approved at the meeting of our board directors authorized the Company to acquire to up to 1814 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, 2014June 1, 2017 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, 2014.14, 2017.

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 2014,2017, the Company purchased 11,4429,431 shares for a total purchase price of 39,174,88736,178,693 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 requirenon-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 Rule10A-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 Rule10A-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 (kaikei sanyo), 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” 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

Item 17.Financial Statements

Not applicable.

Item 18. Financial Statements

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, 20142017 and 20132016

   9592 

Consolidated Statements of Income for the years ended December 31, 2014, 20132017, 2016 and 20122015

   9693 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 20132017, 2016 and 20122015

   9794 

Consolidated Statements of Equity for the years ended December 31, 2014, 20132017, 2016 and 20122015

   9895 

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 20132017, 2016 and 20122015

   10097 

Notes to Consolidated Financial Statements

   10198 

Schedule:

  

Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2014, 20132017, 2016 and 20122015

   143 

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

TheTo the Shareholders and the Board of Directors and Stockholders of

Canon Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Canon Inc. and subsidiaries (the Company) as of December 31, 20142017 and 2013, and2016, 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. Our audits also included2017, and the related notes and financial statement schedule listed in the Index at Item 18. These18 (collectively referred to as the “consolidated 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)statements”). 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Canon Inc. and subsidiariesthe Company at December 31, 20142017 and 2013,2016, and the consolidated results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2014,2017, 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) (PCAOB), Canon Inc. and subsidiaries’the Company’s internal control over financial reporting as of December 31, 2014,2017, 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, 201529, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young ShinNihon LLC

We have served as the Company’s auditor for SEC reporting purposes since 2004, and as its Japanese statutory auditor since 1978.

Tokyo, Japan

March 27, 201529, 2018

Report of Independent Registered Public Accounting Firm

TheTo the Shareholders and the Board of Directors and Stockholders of

Canon Inc.

Opinion on Internal Control over Financial Reporting

We have audited Canon Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014,2017, 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). In our opinion, Canon Inc. and subsidiaries’subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 18 and our report dated March 29, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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.

Definition and Limitations of Internal Control Over Financial Reporting

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, 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, 2014 and 2013, 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, and our report dated March 27, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

March 27, 201529, 2018

Canon Inc. and Subsidiaries

Consolidated Balance Sheets

 

  December 31   December 31 
  2014 2013   2017 2016 
  (Millions of yen)   (Millions of yen) 

Assets

      

Current assets:

      

Cash and cash equivalents(Note 1)

  ¥844,580   ¥788,909     721,814   630,193 

Short-term investments(Note 2)

   71,863    47,914     1,965   3,206 

Trade receivables, net(Note 3)

   625,675    608,741     650,872   641,458 

Inventories(Note 4)

   528,167    553,773     570,033   560,736 

Prepaid expenses and other current assets (Notes 6, 12 and 17)

   321,648    286,605  

Prepaid expenses and other current assets (Notes 6 and 17)

   287,965   264,155 
  

 

  

 

   

 

  

 

 

Total current assets

   2,391,933    2,285,942     2,232,649   2,099,748 

Noncurrent receivables(Note 18)

   29,785    19,276     35,444   29,297 

Investments(Note 2)

   65,176    70,358     48,320   73,680 

Property, plant and equipment, net(Notes 5 and 6)

   1,269,529    1,278,730     1,126,620   1,194,976 

Intangible assets, net(Notes 7 and 8)

   177,288    145,075     420,972   446,268 

Other assets(Notes 6, 7, 8, 11 and 12)

   526,907    443,329  

Goodwill(Notes 7 and 8)

   936,722   936,424 

Other assets(Notes 6, 11 and 12)

   397,564   358,136 
  

 

  

 

   

 

  

 

 

Total assets

  ¥4,460,618   ¥4,242,710     5,198,291   5,138,529 
  

 

  

 

   

 

  

 

 

Liabilities and equity

      

Current liabilities:

      

Short-term loans and current portion of long-term debt(Note 9)

  ¥1,018   ¥1,299     39,328   1,850 

Trade payables(Note 10)

   310,214    307,157     380,654   372,269 

Accrued income taxes(Note 12)

   57,212    53,196     77,501   30,514 

Accrued expenses(Notes 11 and 18)

   345,237    315,536     330,188   304,901 

Other current liabilities(Notes 5, 12 and 17)

   207,698    171,119  

Other current liabilities(Notes 1, 5, and 17)

   281,809   273,835 
  

 

  

 

   

 

  

 

 

Total current liabilities

   921,379    848,307     1,109,480   983,369 

Long-term debt, excluding current installments(Note 9)

   1,148    1,448  

Long-term debt, excluding current installments(Notes 9 and 19)

   493,238   611,289 

Accrued pension and severance cost(Note 11)

   280,928    229,664     365,582   407,200 

Other noncurrent liabilities(Notes 7 and 12)

   116,405    96,514  

Other noncurrent liabilities(Note 12)

   133,816   142,049 
  

 

  

 

   

 

  

 

 

Total liabilities

   1,319,860    1,175,933     2,102,116   2,143,907 

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 2017 and 2016

   174,762   174,762 

Additional paid-in capital

   401,563    402,029     401,386   401,385 

Legal reserve(Note 13)

   64,599    63,091     66,879   66,558 

Retained earnings(Note 13)

   3,320,392    3,212,692     3,429,312   3,350,728 

Accumulated other comprehensive income (loss)(Note 14)

   28,286    (80,646   (143,228  (199,881

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; 254,007,681 shares in 2017 and 241,695,310 shares in 2016

   (1,058,481  (1,010,423
  

 

  

 

   

 

  

 

 

Total Canon Inc. stockholders’ equity

   2,978,184    2,910,262  

Total Canon Inc. shareholders’ equity

   2,870,630   2,783,129 

Noncontrolling interests

   162,574    156,515     225,545   211,493 
  

 

  

 

   

 

  

 

 

Total equity

   3,140,758    3,066,777     3,096,175   2,994,622 
  

 

  

 

   

 

  

 

 

Total liabilities and equity

  ¥4,460,618   ¥4,242,710     5,198,291   5,138,529 
  

 

  

 

   

 

  

 

 

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   2017 2016 2015 
  (Millions of yen)   (Millions of yen) 

Net sales

  ¥3,727,252   ¥3,731,380   ¥3,479,788     4,080,015   3,401,487   3,800,271 

Cost of sales(Notes 5, 8, 11 and 18)

   1,865,780    1,932,959    1,829,822     2,087,324   1,727,654   1,865,887 
  

 

  

 

  

 

   

 

  

 

  

 

 

Gross profit

   1,861,472    1,798,421    1,649,966     1,992,691   1,673,833   1,934,384 

Operating expenses(Notes 1, 5, 8, 11, 15 and 18):

    

Operating expenses(Notes 1, 5, 8, 11, 18 and 20):

    

Selling, general and administrative expenses

   1,189,004    1,154,820    1,029,646     1,297,247   1,142,591   1,250,674 

Research and development expenses

   308,979    306,324    296,464     330,053   302,376   328,500 

Impairment losses on goodwill

   33,912       
  

 

  

 

  

 

   

 

  

 

  

 

 
   1,497,983    1,461,144    1,326,110     1,661,212   1,444,967   1,579,174 
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating profit

   363,489    337,277    323,856     331,479   228,866   355,210 

Other income (deductions):

        

Interest and dividend income

   7,906    6,579    6,792     6,012   4,762   5,501 

Interest expense

   (500  (550  (1,022   (818  (1,061  (584

Other, net(Notes 1, 2, 17 and 20)

   12,344    4,298    12,931  

Other, net(Notes 1, 2 and 17)

   17,211   12,084   (12,689
  

 

  

 

  

 

   

 

  

 

  

 

 
   19,750    10,327    18,701     22,405   15,785   (7,772
  

 

  

 

  

 

   

 

  

 

  

 

 

Income before income taxes

   383,239    347,604    342,557     353,884   244,651   347,438 

Income taxes(Note 12)

   118,000    108,088    110,112     98,024   82,681   116,105 
  

 

  

 

  

 

   

 

  

 

  

 

 

Consolidated net income

   265,239    239,516    232,445     255,860   161,970   231,333 

Less: Net income attributable to noncontrolling interests

   10,442    9,033    7,881     13,937   11,320   11,124 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income attributable to Canon Inc.

  ¥254,797   ¥230,483   ¥224,564     241,923   150,650   220,209 
  

 

  

 

  

 

   

 

  

 

  

 

 
  (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     222.88   137.95   201.65 

Diluted

   229.03    200.78    191.34     222.88   137.95   201.65 

Cash dividends per share

   150.00    130.00    130.00     160.00   150.00   150.00 

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   2017 2016 2015 
  (Millions of yen)   (Millions of yen) 

Consolidated net income

  ¥265,239   ¥239,516    ¥232,445     255,860   161,970   231,333 

Other comprehensive income (loss), net of tax (Note 14):

         

Foreign currency translation adjustments

   143,834    251,576     133,735     47,090   (107,666  (55,504

Net unrealized gains and losses on securities

   2,524    6,612     3,265     (9,362  997   2,010 

Net gains and losses on derivative instruments

   (195  2,056     (4,880   2,588   (2,948  2,785 

Pension liability adjustments

   (37,985  32,669     (12,787

Pensionliability adjustments

   21,207   (70,355  (6,543
  

 

  

 

   

 

   

 

  

 

  

 

 
   108,178    292,913     119,333     61,523   (179,972  (57,252
  

 

  

 

   

 

   

 

  

 

  

 

 

Comprehensive income

   373,417    532,429     351,778  

Comprehensive income (loss)

   317,383   (18,002  174,081 

Less: Comprehensive income attributable to noncontrolling interests

   9,666    14,688     10,824     18,807   1,745   11,973 
  

 

  

 

   

 

   

 

  

 

  

 

 

Comprehensive income attributable to Canon Inc.

  ¥363,751   ¥517,741    ¥340,954  

Comprehensive income (loss) attributable to Canon Inc.

   298,576   (19,747  162,108 
  

 

  

 

   

 

   

 

  

 

  

 

 

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  

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

   (16   152    (1,866   (1,730  (13,591  (15,321   (29    73    44   (29,627  (29,583

Dividends paid to Canon Inc. stockholders

     (142,362    (142,362   (142,362

Dividends paid to noncontrolling interests

         (3,492  (3,492

Dividends to Canon Inc. shareholders

     (174,711    (174,711   (174,711

Dividends to noncontrolling interests

         (3,958  (3,958

Acquisition of subsidiaries

         77,086   77,086 

Transfer to legal reserve

    2,659    (2,659               690   (690         

Comprehensive income:

                  

Net income

     224,564      224,564    7,881    232,445       220,209     220,209   11,124   231,333 

Other comprehensive income (loss), net of tax(Note 14):

                  

Foreign currency translation adjustments

      132,704     132,704    1,031    133,735        (57,592   (57,592  2,088   (55,504

Net unrealized gains and losses on securities

      3,148     3,148    117    3,265        1,509    1,509   501   2,010 

Net gains and losses on derivative instruments

      (4,882   (4,882  2    (4,880      2,785    2,785      2,785 

Pension liability adjustments

      (14,580   (14,580  1,793    (12,787      (4,803   (4,803  (1,740  (6,543
       

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        340,954    10,824    351,778          162,108   11,973   174,081 
       

 

  

 

  

 

        

 

  

 

  

 

 

Repurchase of treasury stock, net

   (9   (17   (149,942  (149,968   (149,968

Repurchases and reissuance of treasury stock

   (176   (42   1,008   790    790 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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  

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 

Equity transactions with noncontrolling interests and other

   489     295    (655   129    (11,182  (11,053   27     258    285   (5,270  (4,985

Dividends to Canon Inc. stockholders

     (155,627    (155,627   (155,627

Dividends to Canon Inc. shareholders

     (163,810    (163,810   (163,810

Dividends to noncontrolling interests

         (3,267  (3,267         (4,077  (4,077

Acquisition of subsidiaries

         1,047   1,047 

Transfer to legal reserve

    1,428    (1,428               1,269   (1,269         

Comprehensive income:

                  

Net income

     230,483      230,483    9,033    239,516       150,650     150,650   11,320   161,970 

Other comprehensive income, net of tax(Note 14):

         

Other comprehensive income (loss), net of tax(Note 14):

         

Foreign currency translation adjustments

      249,791     249,791    1,785    251,576        (101,257   (101,257  (6,409  (107,666

Net unrealized gains and losses on securities

      6,097     6,097    515    6,612        1,196    1,196   (199  997 

Net gains and losses on derivative instruments

      2,056     2,056        2,056        (2,924   (2,924  (24  (2,948

Pension liability adjustments

      29,314     29,314    3,355    32,669        (67,412   (67,412  (2,943  (70,355
       

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        517,741    14,688    532,429  

Total comprehensive income (loss)

        (19,747  1,745   (18,002
       

 

  

 

  

 

        

 

  

 

  

 

 

Repurchase of treasury stock, net

   (7   (7   (49,993  (50,007   (50,007

Repurchases and reissuance of treasury stock

     (1   (13  (14   (14
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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, 2016

  174,762   401,385   66,558   3,350,728   (199,881  (1,010,423  2,783,129   211,493   2,994,622 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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, 2016

  174,762   401,385   66,558   3,350,728   (199,881  (1,010,423  2,783,129   211,493   2,994,622 

Equity transactions with noncontrolling interests and other

   (420   216    (22   (226  (658  (884   1       1   (1   

Dividends to Canon Inc. stockholders

     (145,790    (145,790   (145,790

Dividends to Canon Inc. shareholders

     (162,887    (162,887   (162,887

Dividends to noncontrolling interests

         (2,949  (2,949         (4,814  (4,814

Acquisition of subsidiaries

         60   60 

Transfer to legal reserve

    1,508    (1,508               321   (321         

Comprehensive income:

                  

Net income

     254,797      254,797    10,442    265,239       241,923     241,923   13,937   255,860 

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        44,168    44,168   2,922   47,090 

Net unrealized gains and losses on securities

      2,301     2,301    223    2,524        (9,767   (9,767  405   (9,362

Net gains and losses on derivative instruments

      (195   (195      (195      2,562    2,562   26   2,588 

Pension liability adjustments

      (35,965   (35,965  (2,020  (37,985      19,690    19,690   1,517   21,207 
       

 

  

 

  

 

        

 

  

 

  

 

 

Total comprehensive income

        363,751    9,666    373,417  

Total comprehensive income (loss)

        298,576   18,807   317,383 
       

 

  

 

  

 

        

 

  

 

  

 

 

Repurchase of treasury stock, net

   (46   (15   (149,752  (149,813   (149,813

Repurchases of treasury stock

       (50,036  (50,036   (50,036

Reissuance of treasury stock

     (131   1,978   1,847    1,847 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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, 2017

  174,762   401,386   66,879   3,429,312   (143,228  (1,058,481  2,870,630   225,545   3,096,175 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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   2017 2016 2015 
  (Millions of yen)   (Millions of yen) 

Cash flows from operating activities:

        

Consolidated net income

  ¥265,239   ¥239,516   ¥232,445     255,860   161,970   231,333 

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

        

Depreciation and amortization

   263,480    275,173    258,133     261,881   250,096   273,327 

Loss on disposal of fixed assets

   12,429    10,638    11,242     6,935   5,203   7,975 

Impairment loss of investments

   12    39    1,527  

Equity in (earnings) losses of affiliated companies

   (478  664    (610

Equity in earnings of affiliated companies

   (1,196  (890  (447

Impairment losses on goodwill(Notes 8 and 20)

   33,912       

Gain on securities contributed to retirement benefit trust(Note 2)

   (17,836      

Deferred income taxes

   8,929    16,791    7,487     (17,603  7,188   4,672 

Decrease in trade receivables

   9,323    45,040    5,030  

(Increase) decrease in inventories

   59,004    85,577    (24,805

Decrease in trade payables

   (24,620  (108,622  (102,293

(Increase) decrease in trade receivables

   3,563   (4,155  22,720 

Decrease in inventories

   2,967   6,156   14,249 

Increase (decrease) in trade payables

   4,951   56,844   (17,288

Increase (decrease) in accrued income taxes

   3,586    (9,432  12,427     46,296   (16,456  (8,731

Increase (decrease) in accrued expenses

   11,124    (15,635  (30,089   18,503   (5,256  (25,529

Increase (decrease) in accrued (prepaid) pension and severance cost

   (6,305  (15,568  5,515  

Increase in accrued (prepaid) pension and severance cost

   522   5,489   4,622 

Other, net

   (17,796  (16,539  8,068     (8,198  34,094   (32,179
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash provided by operating activities

   583,927    507,642    384,077     590,557   500,283   474,724 

Cash flows from investing activities:

        

Purchases of fixed assets(Note 5)

   (218,362  (233,175  (316,211   (189,484  (206,971  (252,948

Proceeds from sale of fixed assets(Note 5)

   3,994    1,763    4,861     26,444   6,177   3,824 

Purchases of available-for-sale securities

   (311  (5,771  (417   (2,220  (84  (98

Proceeds from sale and maturity of available-for-sale securities

   2,606    4,528    344     970   1,181   804 

(Increase) decrease in time deposits, net

   (14,223  (12,483  103,137  

Acquisitions of subsidiaries, net of cash acquired(Note7)

   (54,772  (4,914  (704

Decrease in time deposits, net

   3,373   15,414   47,665 

Acquisitions of businesses, net of cash acquired(Note 7)

   (6,557  (649,570  (251,534

Purchases of other investments

       (296  (796   (928  (4,460  (1,220

Other, net

   11,770    136    (2,954   3,392   1,188   (112
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in investing activities

   (269,298  (250,212  (212,740   (165,010  (837,125  (453,619

Cash flows from financing activities:

        

Proceeds from issuance of long-term debt

   1,377    1,483    614  

Repayments of long-term debt

   (2,152  (2,334  (3,732

Decrease in short-term loans, net

   (54  (547  (5,055

Proceeds from issuance of long-term debt(Note 9)

   1,570   610,552   717 

Repayments of long-term debt(Note 9)

   (126,578  (856  (1,350

Increase (decrease) in short-term loans, net(Note 9)

   5,628   (80,580   

Purchases of noncontrolling interests

      (4,993  (29,570

Dividends paid

   (145,790  (155,627  (142,362   (162,887  (163,810  (174,711

Repurchases of treasury stock, net

   (149,813  (50,007  (149,968

Repurchases and reissuance of treasury stock

   (50,034  (14  790 

Other, net

   (4,454  (15,149  (19,236   (8,163  (4,607  (6,078
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in financing activities

   (300,886  (222,181  (319,739

Net cash provided by (used in) financing activities

   (340,464  355,692   (210,202

Effect of exchange rate changes on cash and cash equivalents

   41,928    86,982    41,853     6,538   (22,270  (21,870
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change in cash and cash equivalents

   55,671    122,231    (106,549   91,621   (3,420  (210,967

Cash and cash equivalents at beginning of year

   788,909    666,678    773,227     630,193   633,613   844,580 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of year

  ¥844,580   ¥788,909   ¥666,678     721,814   630,193   633,613 
  

 

  

 

  

 

   

 

  

 

  

 

 

Supplemental disclosure for cash flow information :

    

Supplemental disclosure for cash flow information:

    

Cash paid during the year for:

        

Interest

  ¥462  ¥500  ¥1,084     1,026   738   653 

Income taxes

   111,819    108,950    98,096     71,473   76,714   117,643 

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, medical 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 lensinterchangeable-lens digital cameras, digital compact cameras, digital camcorders, digital cinema cameras, interchangeable lenses, compact photo printers, inkjet printers, large-formatlarge format inkjet printers, commercial photo printers, image scanners, multimedia projectors, broadcast equipment and calculators. Medical system products consist mainly of digital radiography systems, diagnosticX-ray systems, computed tomography, magnetic resonance imaging, diagnostic ultrasound systems, clinical chemistry analyzers and ophthalmic equipment. 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, 2014, 2013 and 2012 were distributed as follows: the Office Business Unit 55.8%, 53.6% and 50.5%, the Imaging System Business Unit 36.0%, 38.8% and 40.4%, the Industry and Others Business Unit 10.7%, 10.0% and 11.7%, and elimination between segments 2.5%, 2.4% and 2.6%, 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%Further segment information is described in Note 21.

Canon sells laser printers on an OEM basis to HP Inc.; such sales constituted 13.1%, 80.8%14.8% and 79.3%17.8% of consolidated net sales for the years ended December 31, 2014, 20132017, 2016 and 2012 were generated outside Japan, with 27.8%, 28.4% and 27.0% in the Americas, 29.3%, 30.1% and 29.1% in Europe, and 23.5%, 22.3% and 23.2% in Asia and Oceania, respectively.

Canon sells laser printers on an OEM basis to Hewlett-Packard Company; such sales constituted 17.4%, 17.6% and 17.0% of consolidated net sales for the years ended December 31, 2014, 2013 and 2012,2015, respectively, and are included in the Office Business Unit.

Canon’s manufacturing operations are conducted primarily at 2830 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 (“U.S. 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

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(d)Use of Estimates (continued)

reflected in valuation and disclosure of accounts including: 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 gainlosses of ¥2,628¥9,775 million, ¥2 million and ¥22,149 million for the yearyears ended December 31, 2014, a net loss of ¥1,992 million for the year ended December 31, 20132017, 2016 and a net gain of ¥9,130 million for the year ended December 31, 2012,2015, 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 asavailable-for-sale securities of ¥139,240¥70,500 million and ¥183,078¥30,500 million at December 31, 20142017 and 2013,2016, 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 andnon-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 asavailable-for-sale or held-to-maturity securities. Canon does not hold any trading securities which are bought and held primarily for the purpose of sale in the near term.term, or anyheld-to-maturity securities.

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.Available-for-saleBasis 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,

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(g)Investments (continued)

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 marketnet realizable value. Cost is determined by the average method for domestic inventories and principally by thefirst-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.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(k)Property, Plant and Equipment (continued)

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 measurerecognizes an impairment charge in an amount equal to that excess, limited to the amount by which the carryingtotal amount of agoodwill allocated to that reporting unit’s goodwill exceeds its implied fair value.unit.

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 56 years, for softwaretrademarks are 15 years, patents and 5developed technology are from 7 years to 1017 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 811 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 obtaininginternal-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 developinginternal-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

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 themore-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.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

 

(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, imaging system and imagingmedical 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 andnon-lease deliverables. Lease deliverables generally include equipment, financing and executory costs, whilenon-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 including optical equipment such as semiconductor lithography equipment and FPD lithography equipment, and certain medical equipment such as computed tomography and magnetic resonance imaging, 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.tested. Service revenue is derived primarily from separately priced product maintenance contracts on the 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 Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1.Basis of Presentation and Significant Accounting Policies (continued)

(q)Revenue Recognition (continued)

Canon records amounts received in advance from customers in excess of revenue recognized primarily for sales of optical equipment and product maintenance contracts as deferred revenue until the revenue recognition criteria are satisfied. Deferred revenue were ¥125,965 million and ¥102,298 million at December 31, 2017 and 2016, respectively, and are included in other current liabilities in the accompanying consolidated balance sheets.

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 ¥79,765¥61,207 million, ¥86,398¥58,707 million and ¥83,134¥80,907 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively.

 

(t)Shipping and Handling Costs

Shipping and handling costs totaled ¥49,576¥52,953 million, ¥47,460¥44,296 million and ¥38,499¥52,504 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, 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,January 2017, the Financial Accounting Standards Board (“FASB”) issued an amendment which eliminates the second step from the impairment test of goodwill. This amendment requires the entity to recognize an impairment charge for the amount by which the carrying amount exceeds the fair value of reporting unit; however, the impairment charge is limited to the amount of goodwill allocated to that reporting unit. Canon early adopted this amended guidance from the impairment test performed after January 1, 2017.

In May 2014, the FASB issued a new accounting standard related to revenue from contracts with customers.customers, as amended. 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 is effective for Canon from the quarter beginning January 1, 2018. Canon will apply the modified retrospective method of adoption to contracts that are not completed as of the adoption. While Canon currently does not expect the adoption of this standard to have a material impact on revenue recognition pattern of each performance obligation, the adoption of this standard is expected to result in changes in allocation of transaction prices between goods and services primarily in Office Business Unit. Canon is in the process of finalizing the assessment of the effect from the adoption and related adjustments. Also, in the course of the adoption of the guidance, Canon has reconsidered the scope of performance obligations related to services, and as a result, Canon will separately disclose revenues and costs of services from those of products and equipment from the quarter beginning January 1, 2018. In this context, certain costs related to service will be also reclassified from operating expenses to cost of sales.

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 that do not result in consolidation and are not accounted for under the equity method

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)

be measured at fair value with changes in the fair value recognized in net income. This guidance is effective for Canon from the first quarter beginning January 1, 2018, and Canon will recognize a cumulative-effect adjustment to retained earnings of ¥5,343 million as of January 1, 2018 for theafter-tax unrealized gains ofavailable-for-sale equity securities previously recognized in accumulated other comprehensive income.

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. The new guidance is required to be applied with a modified retrospective approach. The guidance is effective for annual reporting periods beginning after December 15, 20162018, and early adoption is requiredpermitted. Canon currently plans to be adopted by Canonadopt the guidance from the quarter beginning after January 1, 2017. Early2019. The adoption of the guidance is not permitted. This standard may be applied retrospectivelyexpected to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application.have an impact on its consolidated balance sheet by recognizingright-of-use assets and lease liabilities fornon-cancelable operating leases. Canon has not selected a transition method and is currently evaluating the effect that the adoption of the guidance will have on its consolidated results of operations and financial condition.

In October 2016, the FASB issued an amendment which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Consequently, the amendments in this guidance eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this guidance are intellectual property and property, plant, and equipment. The amendments in this guidance should be applied on a modified retrospective basis through a cumulative effect adjustment directly to retained earnings as of the beginning of the period of adoption. This guidance is effective for Canon from the quarter beginning January 1, 2018. Canon does not expect the adoption of this guidance to have a material impact on its consolidated results of operation and financial condition.

In March 2017, the FASB issued an amendment which requires an entity to disaggregate the service cost component from the other components of net benefit cost and report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component, such as in other income (deductions). The amendments also allow only the service cost component to be eligible for capitalization (for example, as a cost of internally manufactured inventory). The amendments in this guidance should be applied retrospectively for the presentation of the service cost component and the other components of net benefit cost, and prospectively for the capitalization of the service cost component of net benefit cost. This guidance is effective for Canon from the quarter beginning January 1, 2018 and the adoption of this standard will result in the decrease in operating profit and the increase in other income of ¥9,874 million, ¥12,441 million and ¥11,352 million for the years ended December 31, 2017, 2016 and 2015, respectively.

In August 2017, the FASB issued an amendment which amends existing guidance to simplify the application of the hedge accounting in certain situations and enable an entity to better portray the economic results of an entity’s risk management activities in its financial statements. This guidance eliminates the requirement to separately measure and report hedge ineffectiveness, and requires an entity to present the earnings effect of the hedging instrument in the same income statement line item which the earnings effect of the hedged item is reported. 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.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Investments

The cost, gross unrealized holding gains, gross unrealized holding losses and fair value foravailable-for-sale securities included in short-term investments and investments by major security type at December 31, 20142017 and 2013 were2016 are as follows:

 

  December 31, 2017 
  Cost   Gross
unrealized
holding
gains
   Gross
unrealized
holding
losses
   Fair
value
 
  (Millions of yen) 

Current:

  

Corporate bonds

   1,222            1,222 
  December 31, 2014   

 

   

 

   

 

   

 

 
  Cost   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair
value
    1,222            1,222 
  (Millions of yen)   

 

   

 

   

 

   

 

 

Noncurrent:

                

Government bonds

  ¥          331    ¥            —    ¥              6    ¥          325     305        16    289 

Corporate bonds

   512     153     29     636     640    182        822 

Fund trusts

   84               84     122    2        124 

Equity securities

   20,905     19,765     17     40,653     10,965    11,612    1,676    20,901 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥21,832    ¥19,918    ¥52    ¥41,698     12,032    11,796    1,692    22,136 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  December 31, 2013   December 31, 2016 
  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     277        8    269 

Corporate bonds

   491     16     26     481     43    188    2    229 

Fund trusts

   68               68     85    1        86 

Equity securities

   18,112     16,450     26     34,536     19,026    23,439    21    42,444 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥19,009    ¥16,466    ¥83    ¥35,392     19,431    23,628    31    43,028 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Maturities ofavailable-for-sale debt securities included in short-term investments and investments in the accompanying consolidated balance sheets wereare as follows at December 31, 2014:2017:

 

   Cost   Fair value 
   (Millions of yen) 

Due after five years

  ¥            843    ¥            961  
  

 

 

   

 

 

 
  ¥843    ¥961  
  

 

 

   

 

 

 
   Cost   Fair value 
   (Millions of yen) 

Due within one year

   1,222    1,222 

Due after one year through five years

   605    605 

Due after five years

   340    506 
  

 

 

   

 

 

 
   2,167    2,333 
  

 

 

   

 

 

 

Gross realized gains were ¥2,540 million, ¥2,360 million and ¥238 million forDuring the yearsyear ended December 31, 2014, 2013 and 2012, respectively. Gross realized losses, including write-downs for impairments that wereother-than-temporary, were ¥31 million, ¥2 million and ¥1,545 million for the years ended December 31, 2014, 2013 and 2012, respectively.

At December 31, 2014, 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 million and ¥47,914 million at December 31, 2014 and 2013, respectively, and are included in short-term investments in the accompanying consolidated balance sheets.

Aggregate cost of non-marketable2017, Canon contributed certain marketable equity securities, accounted for undernot including those of its subsidiaries and affiliated companies, to an established employee retirement benefit trust, with no cash proceeds there on. The fair value of those securities at the cost method totaled ¥1,164 million and ¥14,794 million at December 31, 2014 and 2013, respectively. These investments were not evaluated fortime of contribution was ¥30,473 million. Upon

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Investments (continued)

 

contribution of thoseavailable-for-sale securities, the unrealized gains amounting to ¥17,836 million were realized and were included in “Other, net” in the consolidated statements of income.

Gross realized gains were ¥18,514 million, ¥750 million and ¥329 million for the years ended December 31, 2017, 2016 and 2015, respectively. Gross realized losses, including write-downs for impairments that were other-than-temporary, were ¥42 million, ¥1,032 million and ¥31 million for the years ended December 31, 2017, 2016 and 2015, respectively.

At December 31, 2017, substantially all of theavailable-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 were ¥743 million and ¥3,206 million at December 31, 2017 and 2016, respectively, and were included in short-term investments in the accompanying consolidated balance sheets.

Aggregate cost ofnon-marketable equity securities accounted for under the cost method totaled ¥3,760 million and ¥7,800 million at December 31, 2017 and 2016, respectively. These investments were not evaluated for impairment at December 31, 20142017 and 2013,2016, 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¥20,496 million and ¥18,937¥21,514 million at December 31, 20142017 and 2013,2016, 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¥1,196 million, losses of ¥664¥890 million and earnings of ¥610¥447 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015 respectively.

 

3. Trade Receivables

Trade receivables are summarized as follows:

 

  December 31   December 31 
  2014 2013   2017 2016 
  (Millions of yen)   (Millions of yen) 

Notes

  ¥      18,476   ¥      15,461     37,077   28,811 

Accounts

   619,321    606,010     627,173   623,722 
  

 

  

 

   

 

  

 

 
   637,797    621,471     664,250   652,533 

Less allowance for doubtful receivables

   (12,122  (12,730   (13,378  (11,075
  

 

  

 

   

 

  

 

 
  ¥625,675   ¥608,741     650,872   641,458 
  

 

  

 

   

 

  

 

 

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 
   2017   2016 
   (Millions of yen) 

Finished goods

   377,632    373,337 

Work in process

   144,251    143,298 

Raw materials

   48,150    44,101 
  

 

 

   

 

 

 
   570,033    560,736 
  

 

 

   

 

 

 

 

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   2017 2016 
  (Millions of yen)   (Millions of yen) 

Land

  ¥286,336   ¥282,484     274,551   283,893 

Buildings

   1,609,667    1,570,024     1,638,202   1,656,087 

Machinery and equipment

   1,822,026    1,736,107     1,804,982   1,778,552 

Construction in progress

   70,759    73,645     46,940   54,786 
  

 

  

 

   

 

  

 

 
   3,788,788    3,662,260     3,764,675   3,773,318 

Less accumulated depreciation

   (2,519,259  (2,383,530   (2,638,055  (2,578,342
  

 

  

 

   

 

  

 

 
  ¥1,269,529   ¥1,278,730     1,126,620   1,194,976 
  

 

  

 

   

 

  

 

 

Depreciation expenses for the years ended December 31, 2014, 20132017, 2016 and 20122015 were ¥213,739¥189,712 million, ¥223,158¥199,133 million and ¥211,973¥223,759 million, respectively.

Amounts due for purchases of property, plant and equipment were ¥40,483¥23,432 million and ¥33,585¥31,318 million at December 31, 20142017 and 2013,2016, 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.products. These receivables typically have terms ranging from 1 year to 6 years. The components of the finance receivables, which are included in prepaid expenses and other current assets, and other assets in the accompanying consolidated balance sheets, are as follows:

 

   December 31 
           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)

   December 31 
   2017  2016 
   (Millions of yen) 

Total minimum lease payments receivable

   361,686   306,766 

Unguaranteed residual values

   15,055   14,776 

Executory costs

   (2,216  (34

Unearned income

   (32,286  (30,288
  

 

 

  

 

 

 
   342,239   291,220 

Less allowance for credit losses

   (2,681  (2,325
  

 

 

  

 

 

 
   339,558   288,895 

Less current portion

   (120,186  (105,308
  

 

 

  

 

 

 
   219,372   183,587 
  

 

 

  

 

 

 

The activity in the allowance for credit losses is as follows:

 

  Years ended December 31   Years ended December 31 
              2014                      2013            2017 2016 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥        7,323   ¥6,908     2,325   2,878 

Charge-offs

   (1,171  (1,278   (1,523  (978

Provision

   154    212     1,436   398 

Other

   (30  1,481  

Translation adjustments and other

   443   27 
  

 

  

 

   

 

  

 

 

Balance at end of year

  ¥6,276   ¥7,323     2,681   2,325 
  

 

  

 

   

 

  

 

 

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, 20142017 and 20132016 are not significant.

The cost of equipment leased to customers under operating leases included in property, plant and equipment, net at December 31, 20142017 and 20132016 was ¥113,997¥103,078 million and ¥103,403¥97,890 million, respectively. Accumulated depreciation on equipment under operating leases at December 31, 20142017 and 20132016 was ¥87,338¥78,307 million and ¥78,821¥75,997 million, respectively.

Canon Inc. and 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, 2014.2017.

 

  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  

2017

   56,672     3,064  

2018

   28,688     1,450     134,020    8,580 

2019

   10,013     678     102,203    4,446 

2020

   69,180    2,636 

2021

   38,264    1,347 

2022

   14,819    401 

Thereafter

   786     220     3,200    34 
  

 

   

 

   

 

   

 

 
  ¥308,733    ¥    18,538     361,686    17,444 
  

 

   

 

   

 

   

 

 

 

7. Acquisitions

DuringOn March 17, 2016, Canon entered into a Shares and Other Securities Transfer Agreement with Toshiba Corporation and acquired the year ended December 31, 2014, Canon acquired several companiesshare options for a total cash consideration of ¥70,671 million,cash to acquire all the ordinary shares of Toshiba Medical Systems Corporation (“TMSC”), which ¥30,696 million, ¥8,789 million,is exercisable upon the clearances of necessary competition regulatory authorities. As such clearances were obtained, Canon exercised the share options and ¥4,633 millionacquired all the ordinary shares of TMSC on December 19, 2016. The acquisition date was attributed to intangible assets, the related deferred tax liabilities, and other net assets acquired, respectively,December 19, 2016 and the residual amountpurchase price was ¥665,498 million, which approximates the fair value at that date.

The acquisition was accounted for using the acquisition method 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-relatedaccounting. Acquisition-related costs were expensed as incurred and were not significant.material.

Under Phase V of the Excellent Global Corporation Plan, a five-year initiative that Canon has been implementing since 2016, “embracing the challenge of new growth through a grand strategic transformation” has been set as a basic policy. With regard to “strengthening and growing new businesses, and creating future businesses,” a particularly important strategy, Canon intends to develop a health care business within the realm of “safety and security,” as a next-generation pillar of growth.

TMSC is one of the leading global companies in the medical equipment industry. Within the field of medical X-ray computed tomography systems in particular, TMSC is the overwhelming market share leader in Japan and has been steadily increasing its global market share. By maximizing the combination of both companies’ management resources, Canon aims to solidify its business foundation for health care that can contribute to the world.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

7. Acquisitions (continued)

 

The purchase price allocation was based on estimated fair values of the assets acquired and liabilities assumed at acquisition date. Since the acquisition date of TMSC was near the balance sheet date in 2016, and TMSC is composed of various entities located around the world, the purchase price allocation was preliminary at December 31, 2016. The purchase price allocation was finalized in the fourth quarter of 2017. The certain underlying inputs for inventories and intangible assets have been updated during the measurement period. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at acquisition date.

   Preliminary   Measurement
Period
Adjustment
  Final 
   (Millions of yen) 

Cash and cash equivalents

   25,301       25,301 

Other current assets

   169,545    (1,962  167,583 

Intangible assets

   227,500    627   228,127 

Other noncurrent assets

   42,975       42,975 
  

 

 

   

 

 

  

 

 

 

Total assets acquired

   465,321    (1,335  463,986 
  

 

 

   

 

 

  

 

 

 

Current liabilities

   199,223    (877  198,346 

Noncurrent liabilities

   92,231    (1,049  91,182 
  

 

 

   

 

 

  

 

 

 

Total liabilities assumed

   291,454    (1,926  289,528 
  

 

 

   

 

 

  

 

 

 

Noncontrolling interest

   1,047       1,047 
  

 

 

   

 

 

  

 

 

 

Net identifiable assets acquired

   172,820    591   173,411 
  

 

 

   

 

 

  

 

 

 

Goodwill

   492,678    (591  492,087 
  

 

 

   

 

 

  

 

 

 

Net assets acquired

   665,498       665,498 
  

 

 

   

 

 

  

 

 

 

Intangible assets acquired, which are subject to amortization, mainly consist of software of ¥13,290 million, customer relationships of ¥1,628¥143,600 million, and other intangible assetspatents and developed technology of ¥3,841¥73,000 million. Canon has estimated the weighted average amortization period for the software and customer relationships, and patents and developed technology to be 715 years and 610 years, respectively. The weighted average amortization period for all intangible assets is approximately 913 years. Intangible assets acquired, which are not subject

Goodwill recorded is attributable primarily to amortization, consistexpected synergies from combining operations of in-process researchTMSC and developmentCanon, such as accelerating entry into new fields, further improvement in quality through shared production technology and expanding business domains through the enhancement of ¥11,937 million.R&D capabilities. None of the goodwill is expected to be deductible for tax purposes.

The resultsamounts of operationsnet sales of TMSC since the acquired companiesacquisition date included in the Canon’s consolidated statement of income for the year ended December 31, 2016 were ¥13,582 million. The amounts of net income of TMSC included in the Canon’s consolidated statement of income were not material.

The unaudited pro forma net sales for the years ended December 31, 2016 and 2015 as if TMSC had been included in Canon’s consolidated financial statementsstatement of income from the respective acquisition datesbeginning of the year ended December 31, 2015 were ¥3,806,667 million and were not material.¥4,224,181 million, respectively. Pro forma results of operations havenet income was not been disclosed because the effectsimpact on Canon’s consolidated statements of these acquisitionsincome was not material.

Canon acquired businesses other than that described above during the years ended December 31, 2017 and 2016 that were not material individuallyto its consolidated financial statements.

Canon Inc. and in the aggregate.Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

8. Goodwill and Other Intangible Assets

Intangible assets subject to amortization acquired during the yearsyear ended December 31, 2014 and 2013,2017, including those recorded from businesses acquired, totaled ¥62,189 million and ¥42,630¥35,112 million, which primarily consist of software of ¥54,686¥33,437 million and ¥37,419 million, respectively.customer relationships of ¥1,203 million. The weighted average amortization periods for intangible assets in total acquired during the yearsyear ended December 31, 2014 and 20132017 are approximately 5 years and 4 years, respectively.years. The weighted average amortization periods for software and customer relationships acquired during the yearsyear ended December 31, 2014 and 20132017 are approximately 45 years and 8 years, respectively.

Intangible assets subject to amortization acquired during the year ended December 31, 2016, including those recorded from businesses acquired, totaled ¥266,325 million, which primarily consist of customer relationships of ¥155,997 million, patents and developed technology of ¥73,451 million and software of ¥36,054 million. The weighted average amortization periods for intangible assets in total acquired during the year ended December 31, 2016 are approximately 14 years. The weighted average amortization periods for customer relationships, patents and developed technology and software acquired during the year ended December 31, 2016 are approximately 15 – 20 years, 10 years and 5 years, respectively.

The components of intangible assets subject to amortization at December 31, 20142017 and 20132016 were as follows:

 

  December 31, 2014   December 31, 2013   December 31, 2017   December 31, 2016 
  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     342,322    217,654    313,599    193,785 

Customer relationships

   53,494     46,713     50,792     39,957     162,832    22,463    172,234    11,146 

Patented technologies

   13,059     9,052     29,067     24,027  

Patents and developed technology

   121,886    27,085    106,250    16,272 

Trademarks

   48,823    9,890    44,704    5,610 

License fees

   11,765     7,860     13,194     7,902     13,565    6,375    15,561    6,756 

Other

   36,625     18,281     32,319     16,094     18,592    8,136    17,713    8,250 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  ¥427,012    ¥267,791    ¥396,797    ¥255,391     708,020    291,603    670,061    241,819 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Aggregate amortization expense for the years ended December 31, 2014, 20132017, 2016 and 20122015 was ¥49,741¥72,169 million, ¥52,015¥50,963 million and ¥46,160¥49,568 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 million in 2016, ¥22,583 million in 2017, ¥14,115¥67,791 million in 2018, and ¥8,457¥57,214 million in 2019.2019, ¥45,435 million in 2020, ¥37,265 million in 2021, and ¥30,805 million in 2022.

Intangible assets not subject to amortization other than goodwill at December 31, 20142017 were ¥18,067 million, which primarily consist of in-process research and development recorded from businesses acquired.not significant. Intangible assets not subject to amortization other than goodwill at December 31, 20132016 were not significant.¥18,026 million, which primarily consist ofin-process research and development recorded from businesses acquired.

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, 20142017 and 20132016 were as follows:

 

  Year ended December 31, 2014   Year ended December 31, 2017 
  Office   Imaging
System
   Industry and
Others
   Total   Office Imaging
System
 Medical
System
   Industry and
Others
 Unallocated
*1
 Total 
  (Millions of yen)     (Millions of yen) 

Balance at beginning of year

  ¥139,412    ¥13,877    ¥8,351    ¥161,640     136,256   49,034       258,456   492,678   936,424 

Goodwill acquired during the year

   3,971     7,424     32,736     44,131     857   236       2,394      3,487 

Transfer *1

         499,855    (7,177  (492,678   

Impairment loss*2

   (33,912               (33,912

Translation adjustments and other

   1,952     479     3,134     5,565     9,855   3,291   60    17,517      30,723 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  ¥145,335    ¥21,780    ¥44,221    ¥211,336     113,056   52,561   499,915    271,190      936,722 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

 
  Year ended December 31, 2013   Year ended December 31, 2016 
  Office   Imaging
System
   Industry and
Others
   Total   Office Imaging
System
 Medical
System
   Industry and
Others
 Unallocated
*1
 Total 
  (Millions of yen)     (Millions of yen) 

Balance at beginning of year

  ¥111,348    ¥12,674    ¥6,821    ¥130,843     142,551   53,474       282,918      478,943 

Goodwill acquired during the year

   4,083               4,083     863          4,589   492,678   498,130 

Translation adjustments and other

   23,981     1,203     1,530     26,714     (7,158  (4,440      (29,051     (40,649
  

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  ¥139,412    ¥13,877    ¥8,351    ¥161,640     136,256   49,034       258,456   492,678   936,424 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

  

 

  

 

 

*1Canon did not complete the allocation of goodwill to the segments for impairment testing which was attributable to the acquisition of TMSC as of December 31, 2016. Based on the realignment of Canon’s internal reporting and management structure, Canon newly established Medical System Business Unit effective at the beginning of the second quarter of 2017. Goodwill related to TMSC as well as goodwill related to certain medical business which was previously included in Industry and Others Business Unit have been transferred to Medical System Business Unit.

*2After entering the commercial printing business through the acquisition of Océ N.V. in 2010, the market environment surrounding this business has become significantly competitive and rapid technological changes have required increasing investments into R&D. These factors resulted in lower operating margin than expected, which led to the decline in the estimated fair value of this business which was determined based on the income approach. As the result of the annual goodwill impairment test as of October 1, 2017, it was determined that the estimated fair value of commercial printing business was less than its carrying value of the reporting unit. Based on the accounting policy described in Note 1, Canon recognized an impairment charge of ¥33,912 million representing the excess of the carrying amount over the reporting unit’s fair value.

 

9. Short-Term Loans and Long-Term Debt

Short-term loans consisting of bank borrowings at December 31, 20142017 and 20132016 were ¥3¥33,398 million and ¥54¥601 million, respectively. The weighted average interest rate on short-term borrowings outstanding at December 31, 2017 was 0.52%.

Long-term debt consisted of the following:

   December 31 
   2014  2013 
   (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  

Capital lease obligations

   2,018    2,482  
  

 

 

  

 

 

 
   2,163    2,693  

Less current portion

   (1,015  (1,245
  

 

 

  

 

 

 
  ¥1,148   ¥1,448  
  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

9. Short-Term Loans and Long-Term Debt (continued)

 

Long-term debt consisted of the following:

   December 31 
   2017  2016 
   (Millions of yen) 

Loan from the banks; bearing interest of 0.06% at December 31, 2017 and 0.13% at December 31, 2016 *1

   490,000   610,000 

Other debt *2

   9,168   2,538 
  

 

 

  

 

 

 
   499,168   612,538 

Less current portion

   (5,930  (1,249
  

 

 

  

 

 

 
   493,238   611,289 
  

 

 

  

 

 

 

*1On January 31, 2017, Canon entered into the unsecured revolving credit facility contracts expiring in December 2021 in order to refinance the bank term loan which was due in 2017. Canon prepaid ¥120,000 million of the loan with cash flows generated during the year. The outstanding loans under the credit facilities are ¥490,000 million at a floating interest of 0.06% and Canon has no unused credit facilities as of December 31, 2017.

*2The other debt consisted of term-loans and capital lease obligations as of December 31, 2017 and 2016.

The aggregate annual maturities of long-term debt outstanding at December 31, 20142017 were as follows:

 

  (Millions of yen)   (Millions of yen) 

Year ending December 31:

    

2015

  ¥        1,015  

2016

   519  

2017

   349  

2018

   200     5,930 

2019

   75     2,372 

2020

   404 

2021

   490,342 

2022

   48 

Thereafter

   5     72 
  

 

   

 

 
  ¥2,163     499,168 
  

 

   

 

 

Both short-term and long-term bank loans are primarily 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   2017   2016 
  (Millions of yen)   (Millions of yen) 

Notes

  ¥14,112    ¥8,005     81,002    38,073 

Accounts

   296,102     299,152     299,652    334,196 
  

 

   

 

   

 

   

 

 
  ¥310,214    ¥307,157     380,654    372,269 
  

 

   

 

   

 

   

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

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 subsidiariesTMSC temporarily participates in Toshiba Corporate Pension Fund. However, it is not allowed to permanently continue to participate in the Netherlands were terminated,fund as a result of the acquisition by Canon. In addition, Canon is required to maintain an equivalent level of pension benefit and therefore plans to establish a new pension plan in 2018. Canon calculated the relatedprojected benefit obligations based on the benefit level of Toshiba Corporate Pension Fund at December 31, 2017 and 2016, and included proportional share of the plan assets and obligations were transferredof TMSC 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 expensesthey have legal right in the consolidated statementfollowing tables. These obligations and plan assets are expected to be reasonable estimates 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)

impact of creating the new plan.

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 
   December 31  December 31 
   2014  2013  2014  2013 
   (Millions of yen)  (Millions of yen) 

Change in benefit obligations:

     

Benefit obligations at beginning of year

  ¥684,842   ¥651,520   ¥486,572   ¥364,609  

Service cost

   26,445    26,005    6,801    9,448  

Interest cost

   10,772    11,655    10,654    14,299  

Plan participants’ contributions

           1,522    2,617  

Actuarial loss

   59,496    14,959    44,580    8,981  

Benefits paid

   (21,224  (19,297  (7,352  (9,415

Curtailments and settlements

           (191,179  (2,868

Foreign currency exchange rate changes

           13,064    98,901  
  

 

 

  

 

 

  

 

 

  

 

 

 

Benefit obligations at end of year

   760,331    684,842    364,662    486,572  

Change in plan assets:

     

Fair value of plan assets at beginning of year

   581,996    495,452    360,527    249,534  

Actual return on plan assets

   43,714    84,382    17,851    20,640  

Employer contributions

   15,676    19,810    6,470    28,705  

Plan participants’ contributions

           1,522    2,617  

Benefits paid

   (19,265  (17,648  (7,041  (9,106

Settlements

           (165,640  (2,656

Foreign currency exchange rate changes

           7,732    70,793  
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at end of year

   622,121    581,996    221,421    360,527  
  

 

 

  

 

 

  

 

 

  

 

 

 

Funded status at end of year

  ¥(138,210 ¥(102,846 ¥(143,241 ¥(126,045
  

 

 

  

 

 

  

 

 

  

 

 

 

Amounts recognized in the consolidated balance sheets at December 31, 2014 and 2013 are as follows:

   Japanese plans  Foreign plans 
   December 31  December 31 
   2014  2013  2014  2013 
   (Millions of yen)  (Millions of yen) 

Other assets

  ¥532   ¥559   ¥   ¥1,106  

Accrued expenses

           (1,055  (892

Accrued pension and severance cost

   (138,742  (103,405  (142,186  (126,259
  

 

 

  

 

 

  

 

 

  

 

 

 
  ¥(138,210 ¥(102,846 ¥(143,241 ¥(126,045
  

 

 

  

 

 

  

 

 

  

 

 

 
   Japanese plans  Foreign plans 
   December 31  December 31 
   2017  2016  2017  2016 
   (Millions of yen)  (Millions of yen) 

Change in benefit obligations:

     

Projected benefit obligations at beginning of year

   906,007   781,350   392,086   349,680 

Service cost

   30,889   29,367   6,962   6,816 

Interest cost

   5,689   8,238   8,691   8,792 

Plan participants’ contributions

         1,644   1,594 

Actuarial (gain) loss

   11,112   45,778   (1,760  55,629 

Benefits paid

   (29,020  (25,032  (7,884  (6,268

Acquisition

   4,239   71,040      21,285 

Plan amendments

   1,149   (4,734  (1,069   

Curtailments and settlements

   (435         

Foreign currency exchange rate changes

         24,909   (45,442
  

 

 

  

 

 

  

 

 

  

 

 

 

Projected benefit obligations at end of year

   929,630   906,007   423,579   392,086 

Change in plan assets:

     

Fair value of plan assets at beginning of year

   667,436   626,575   224,939   217,870 

Actual return on plan assets

   47,376   12,145   14,262   18,276 

Employer contributions

   43,468   7,304   7,160   7,271 

Plan participants’ contributions

         1,644   1,594 

Benefits paid

   (23,967  (21,782  (7,884  (6,268

Acquisition

   1,223   43,194      14,972 

Settlements

   (23         

Foreign currency exchange rate changes

         13,899   (28,776
  

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets at end of year

   735,513   667,436   254,020   224,939 
  

 

 

  

 

 

  

 

 

  

 

 

 

Funded status at end of year

   (194,117  (238,571  (169,559  (167,147
  

 

 

  

 

 

  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Obligations and funded status (continued)

 

Employer contributions for the year ended December 31, 2017 include contribution of equity securities to a retirement benefit trust. The fair value of those securities at the time of contribution was ¥30,473 million.

Amounts recognized in the consolidated balance sheets at December 31, 2017 and 2016 are as follows:

   Japanese plans  Foreign plans 
   December 31  December 31 
   2017  2016  2017  2016 
   (Millions of yen)  (Millions of yen) 

Other assets

   1,695   976   1,215   1,346 

Accrued expenses

         (1,004  (840

Accrued pension and severance cost

   (195,812  (239,547  (169,770  (167,653
  

 

 

  

 

 

  

 

 

  

 

 

 
   (194,117  (238,571  (169,559  (167,147
  

 

 

  

 

 

  

 

 

  

 

 

 

Amounts recognized in accumulated other comprehensive income (loss) at December 31, 20142017 and 20132016 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   2017 2016 2017 2016 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Actuarial loss

  ¥209,829   ¥186,052   ¥69,287   ¥50,344     221,106   251,078   105,883   116,930 

Prior service credit

   (92,527  (105,327  (57  (118   (57,430  (71,439  (3,638  (2,652
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  ¥117,302   ¥80,725   ¥  69,230   ¥  50,226     163,676   179,639   102,245   114,278 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

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 
   2017   2016   2017   2016 
   (Millions of yen)   (Millions of yen) 

Accumulated benefit obligation

   894,329    869,355    402,390    377,004 

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   2017   2016   2017   2016 
  (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     924,536    905,975    420,383    390,942 

Fair value of plan assets

   618,199     572,903     221,421     358,315     728,724    666,428    249,609    222,449 

Plans with accumulated benefit obligations in excess of plan assets:

                

Accumulated benefit obligations

  ¥716,940    ¥611,602    ¥339,305    ¥463,089     889,652    867,706    394,840    375,860 

Fair value of plan assets

   618,199     560,093     216,560     358,315     728,724    664,586    245,247    222,449 

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, 2014, 20132017, 2016 and 20122015 consisted of the following components:

 

                                                                                          
  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   2017 2016 2015 2017 2016 2015 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Service cost

  ¥26,445   ¥26,005   ¥25,738   ¥ 6,801   ¥ 9,448   ¥5,884     30,889   29,367   30,009   6,962   6,816   7,760 

Interest cost

   10,772    11,655    11,788    10,654    14,299    13,176     5,689   8,238   8,008   8,691   8,792   10,572 

Expected return on plan assets

   (18,018  (15,273  (13,791  (10,637  (13,949  (11,806   (20,493  (19,443  (19,579  (10,722  (10,012  (11,857

Amortization of prior service credit

   (12,800  (12,306  (13,079  (61  (143  (116   (12,860  (13,230  (12,592  (83  85   (145

Amortization of actuarial loss

   10,023    13,546    16,277    1,698    2,005    1,351     14,220   10,944   10,402   5,747   2,185   3,839 

(Gain) loss on curtailments and settlements

               (9,370  146         (63               
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 
  ¥16,422   ¥23,627   ¥26,933   ¥(915 ¥11,806   ¥8,489     17,382   15,876   16,248   10,595   7,866   10,169 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2014, 20132017, 2016 and 20122015 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   2017 2016 2015 2017 2016 2015 
  (Millions of yen) (Millions of yen)   (Millions of yen) (Millions of yen) 

Current year actuarial (gain) loss

  ¥33,800   ¥(54,150 ¥(21,753 ¥37,366   ¥2,290   ¥31,661     (15,771  53,076   9,519   (5,300  47,365   6,302 

Current year prior service credit

   1,149   (4,734     (1,069     (2,655

Amortization of actuarial loss

   (10,023  (13,546  (16,277  (1,698  (2,005  (1,351   (14,220  (10,944  (10,402  (5,747  (2,185  (3,839

Amortization of prior service credit

   12,800    12,306    13,079    61    143    116     12,860   13,230   12,592   83   (85  145 

Curtailments and settlements

               (16,725  (358       19                
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 
  ¥36,577   ¥(55,390 ¥(24,951 ¥19,004   ¥70   ¥30,426     (15,963  50,628   11,709   (12,033  45,095   (47
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

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   (12,727  (52

Actuarial loss

   11,031    1,993     11,821   4,466 

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   2017 2016 2017 2016 

Discount rate

   1.1  1.6  2.9  3.8   0.6  0.7  2.2  2.2

Assumed rate of increase in future compensation levels

   3.0  3.0  2.0  2.3   2.6  2.6  1.8  2.1

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   2017 2016 2015 2017 2016 2015 

Discount rate

   1.6  1.8  1.9  3.9  3.6  4.6   0.7  1.1  1.1  2.2  3.0  2.9

Assumed rate of increase in future compensation levels

   3.0  3.0  3.0  2.3  2.2  2.4   2.6  3.0  3.0  2.1  2.0  2.0

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  4.2  4.4  5.6

Canon determines the expected long-term rate of return based on the expected long-term return of the various asset categories in which it invests. Canon considers the current expectations for future returns and the actual historical returns of each plan asset category.

Plan assets

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 amid-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%25% is invested in equity securities, approximately 55%50% 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%40% is invested in equity securities, approximately 50%25% is invested in debt securities, and approximately 20%35% 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, 20142017 and 2013,2016, 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 
  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)

 ¥51,159   ¥   ¥   ¥51,159   ¥   ¥   ¥ —   ¥  

Foreign companies

  10,347            10,347    43,681            43,681  

Pooled funds (f)

      145,417        145,417        104,933        104,933  

Debt securities:

        

Government bonds (g)

  124,800            124,800    44,192            44,192  

Municipal bonds

      1,027        1,027        2,246        2,246  

Corporate bonds

      10,543        10,543        32,921        32,921  

Pooled funds (h)

      101,583        101,583        57,518        57,518  

Mortgage backed securities (and other asset backed securities)

      9,569        9,569        5,098        5,098  

Life insurance company general accounts

      109,097        109,097        15,420        15,420  

Other assets

      17,636    818    18,454        54,518        54,518  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 ¥186,306   ¥394,872   ¥818   ¥581,996   ¥87,873   ¥272,654   ¥   ¥360,527  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥197 million.
  December 31, 2017 
  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)

  83,765         83,765             

Foreign companies

  8,261         8,261   32,240         32,240 

Pooled funds (b)

     164,946      164,946      73,968      73,968 

Debt securities:

        

Government bonds (c)

  138,092         138,092   9,343         9,343 

Municipal bonds

     1,166      1,166      2,901      2,901 

Corporate bonds

     15,246      15,246      22,045      22,045 

Pooled funds (d)

     130,507      130,507      25,821      25,821 

Mortgage backed securities (and other asset backed securities)

     8,076      8,076      3      3 

Life insurance company general accounts

     126,985      126,985      8,683      8,683 

Other assets

     43,070      43,070      73,320      73,320 

Investment measured at net asset value

           15,399            5,696 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  230,118   489,996      735,513   41,583   206,741      254,020 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Employee Retirement and Severance Benefits (continued)

Plan assets (continued)

 

  December 31, 2016 
  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)

  46,630         46,630             

Foreign companies

  7,902         7,902   22,680         22,680 

Pooled funds (f)

     133,023      133,023      62,641      62,641 

Debt securities:

        

Government bonds (g)

  99,157         99,157   11,558         11,558 

Municipal bonds

     1,317      1,317      2,577      2,577 

Corporate bonds

     14,298      14,298      19,989      19,989 

Pooled funds (h)

     121,066      121,066      22,296      22,296 

Mortgage backed securities (and other asset backed securities)

     13,612      13,612             

Life insurance company general accounts

     128,220      128,220      6,898      6,898 

Other assets

     90,637      90,637      71,358   24   71,382 

Investment measured at net asset value

           11,574            4,918 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  153,689   502,173      667,436   34,238   185,759   24   224,939 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(a)The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥381 million.
(b)These funds invest in listed equity securities consisting of approximately 25%30% Japanese companies and 75%70% foreign companies for Japanese plans, and mainly foreign companies for foreign plans.
(c)This class includes approximately 85%90% Japanese government bonds and 15%10% foreign government bonds for Japanese plans, and mainly foreign government bonds for foreign plans.
(d)These funds invest in approximately 25%30% Japanese government bonds, 50%45% foreign government bonds, 5% Japanese municipal bonds, and 20% corporate bonds for Japanese plans. These funds invest in approximately 85%70% foreign government bonds and 15%30% 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¥187 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%70% foreign government bonds and 15%30% 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,

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

11.Employee Retirement and Severance Benefits (continued)

Plan assets (continued)

investments in life insurance company general accounts.accounts and other assets. 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. Other assets are comprised principally of interest bearing cash and hedge funds.

The fair value of Level 3 assets, consisting of hedge funds, was ¥1,600 million and ¥818 million at December 31, 2014 and 2013, respectively. Amounts of actual returns on, and purchases and sales of, theseLevel 3 assets during the years ended December 31, 20142017 and 20132016 were not significant.

The fair values of plan assets by each asset category of TMSC are calculated based on apro-rata basis of total plan assets of Toshiba Corporate Pension Fund.

Contributions

Canon expects to contribute ¥14,674¥14,447 million to its Japanese defined benefit pension plans and ¥11,583¥22,303 million to its foreign defined benefit pension plans for the year ending December 31, 2015.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

11.Employee Retirement and Severance Benefits (continued)

2018.

Estimated future benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

 

   Japanese plans   Foreign plans 
   (Millions of yen)   (Millions of yen) 

Year ending December 31:

    

2015

  ¥18,521    ¥7,351  

2016

   20,326     7,704  

2017

   21,610     7,889  

2018

   23,826     8,446  

2019

   25,989     9,035  

2020 – 2024

   163,611     54,765  
   Japanese plans   Foreign plans 
   (Millions of yen)   (Millions of yen) 

Year ending December 31:

    

2018

   33,137    10,599 

2019

   34,534    10,743 

2020

   36,631    11,250 

2021

   38,470    11,986 

2022

   41,900    12,666 

2023 – 2027

   218,317    71,944 

Multiemployer pension plans

Effective January 1, 2014, certainThe amounts of cost recognized for the multiemployer pension plans primarily in the Netherlands for the years ended December 31, 2017, 2016 and 2015 were ¥4,165 million, ¥3,482 million and ¥3,864 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 96% funded as of December 31, 2016. 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, 2014, 20132017, 2016 and 20122015 were ¥15,077¥18,979 million, ¥14,383¥17,603 million and ¥13,021¥17,277 million, respectively.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

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 
   Japanese   Foreign   Total 
   (Millions of yen) 

Income before income taxes

  ¥277,041    ¥106,198    ¥383,239  
  

 

 

   

 

 

   

 

 

 

Income taxes:

      

Current

  ¥83,221    ¥25,850    ¥109,071  

Deferred

   6,796     2,133     8,929  
  

 

 

   

 

 

   

 

 

 
  ¥90,017    ¥27,983    ¥118,000  
  

 

 

   

 

 

   

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

   Year ended December 31, 2017 
   Japanese  Foreign  Total 
   (Millions of yen) 

Income before income taxes

   276,149   77,735   353,884 
  

 

 

  

 

 

  

 

 

 

Income taxes:

    

Current

   80,225   35,402   115,627 

Deferred

   (7,453  (10,150  (17,603
  

 

 

  

 

 

  

 

 

 
   72,772   25,252   98,024 
  

 

 

  

 

 

  

 

 

 

 

12.Income Taxes (continued)
   Year ended December 31, 2016 
   Japanese   Foreign   Total 
   (Millions of yen) 

Income before income taxes

   135,131    109,520    244,651 
  

 

 

   

 

 

   

 

 

 

Income taxes:

      

Current

   47,687    27,806    75,493 

Deferred

   4,126    3,062    7,188 
  

 

 

   

 

 

   

 

 

 
   51,813    30,868    82,681 
  

 

 

   

 

 

   

 

 

 

 

  Year ended December 31, 2013   Year ended December 31, 2015 
  Japanese   Foreign Total   Japanese   Foreign   Total 
  (Millions of yen)   (Millions of yen) 

Income before income taxes

  ¥251,351    ¥96,253   ¥347,604     228,871    118,567    347,438 
  

 

   

 

  

 

   

 

   

 

   

 

 

Income taxes:

           

Current

  ¥75,134    ¥16,163   ¥91,297     80,020    31,413    111,433 

Deferred

   4,005     12,786    16,791     3,414    1,258    4,672 
  

 

   

 

  

 

   

 

   

 

   

 

 
  ¥79,139    ¥28,949   ¥108,088     83,434    32,671    116,105 
  

 

   

 

  

 

   

 

   

 

   

 

 
  Year ended December 31, 2012 
  Japanese   Foreign Total 
  (Millions of yen) 

Income before income taxes

  ¥257,640    ¥84,917   ¥342,557  
  

 

   

 

  

 

 

Income taxes:

     

Current

  ¥73,573    ¥29,052   ¥102,625  

Deferred

   13,900     (6,413  7,487  
  

 

   

 

  

 

 
  ¥87,473    ¥22,639   ¥110,112  
  

 

   

 

  

 

 

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 38%31%, 33% and 35% for the years ended December 31, 20142017, 2016 and 2013, respectively, and approximately 40% for the year ended December 31, 2012.2015, respectively.

Amendments to the Japanese tax regulations were enacted into law on November 30, 2011. As a result of these amendments, the statutory income tax rate was reduced from approximately 40% to 38% effective from the year ended December 31, 2013, and to approximately 35% 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. Consequently, theThe statutory income tax rate utilized for deferred tax assets and liabilities which wereare expected to be settled or realized in the periodperiods from January 1, 20152017 is approximately 35%31%. The adjustments of deferred tax assets and liabilities for this further amendmentamendments to the Japanese tax law,regulations which werehave been reflected in income taxes in the consolidated statements of income for the years ended December 31, 2016 and 2015 were ¥3,498 million and ¥6,456 million, respectively.

The Tax Cuts and Jobs Act of 2017 (the “Act”) was enacted in the U.S. on December 22, 2017. Due to the Act, the federal corporate income tax rate in the U.S. is reduced from 35% to 21% from the fiscal year commencing on January 1, 2018. The adjustment to deferred tax assets and liabilities for the tax rate change was tax benefit of ¥14,563 million for the year ended December 31, 2014, were2017. The impacts related to other changes from the Act are not material.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

12.Income Taxes (continued)

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       2017 2016 2015 

Japanese statutory income tax rate

   38.0  38.0  40.0   31.0  33.0  35.0

Increase (reduction) in income taxes resulting from:

        

Expenses not deductible for tax purposes

   0.7    0.9    0.8  

Expenses not deductible for tax purposes *

   3.7   0.8   0.8 

Income of foreign subsidiaries taxed at lower than Japanese statutory tax rate

   (3.7  (3.3  (4.3   (2.1  (3.0  (2.9

Tax credit for research and development expenses

   (5.0  (5.4  (5.7   (4.8  (3.0  (4.8

Change in valuation allowance

   (0.5  0.2    (1.7   1.7   (0.8  (0.4

Effect of enacted changes in tax laws and rates on Japanese tax

      1.4   1.9 

Effect of enacted changes in U.S. tax laws

   (3.6      

Other

   1.3    0.7    3.0     1.8   5.4   3.8 
  

 

  

 

  

 

   

 

  

 

  

 

 

Effective income tax rate

   30.8  31.1  32.1         27.7        33.8        33.4
  

 

  

 

  

 

   

 

  

 

  

 

 

*Expenses not deductible for tax purposes for the year ended December 31, 2017 primarily consist of impairment losses on goodwill.

Net deferred income tax assets and liabilities are included in the accompanying consolidated balance sheets under the following captions:

   December 31 
   2017  2016 
   (Millions of yen) 

Other assets

   150,854   149,866 

Other noncurrent liabilities

   (90,010  (108,429
  

 

 

  

 

 

 
   60,844   41,437 
  

 

 

  

 

 

 

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, 20142017 and 20132016 are presented below:

 

  December 31   December 31 
  2014 2013   2017 2016 
  (Millions of yen)   (Millions of yen) 

Deferred tax assets:

      

Inventories

  ¥16,085   ¥12,988     11,921   15,387 

Accrued business tax

   3,951    4,448     4,705   1,835 

Accrued pension and severance cost

   79,392    59,964     98,114   108,781 

Research and development – costs capitalized for tax purposes

   8,616    10,978     5,383   5,998 

Property, plant and equipment

   29,558    26,626     33,488   26,519 

Accrued expenses

   43,706    37,153     30,126   31,316 

Net operating losses carried forward

   38,351    38,439     29,006   29,167 

Other

   34,673    44,482     38,526   33,782 
  

 

  

 

   

 

  

 

 
   254,332    235,078     251,269   252,785 

Less valuation allowance

   (37,498  (35,055   (30,783  (26,687
  

 

  

 

   

 

  

 

 

Total deferred tax assets

   216,834    200,023     220,486   226,098 

Deferred tax liabilities:

      

Undistributed earnings of foreign subsidiaries

   (10,368  (10,876   (9,859  (9,450

Net unrealized gains on securities

   (6,801  (5,740   (1,815  (7,321

Tax deductible reserve

   (5,696  (6,160   (4,396  (4,449

Financing lease revenue

   (58,958  (50,605   (38,287  (47,802

Prepaid pension and severance cost

   (1,671  (671

Intangible assets

   (74,377  (85,888

Other

   (37,676  (27,280   (30,908  (29,751
  

 

  

 

   

 

  

 

 

Total deferred tax liabilities

   (121,170  (101,332   (159,642  (184,661
  

 

  

 

   

 

  

 

 

Net deferred tax assets

  ¥95,664   ¥98,691     60,844   41,437 
  

 

  

 

   

 

  

 

 

The net changes in the total valuation allowance were an increase of ¥2,443¥4,096 million for the year ended December, 31, 2014, and an increase of ¥2,888 million for the year ended December 31, 2013,2017 and a decrease of ¥1,621¥6,244 million and ¥4,567 million for the yearyears ended December 31, 2012.

Canon Inc.2016 and Subsidiaries

Notes to Consolidated Financial Statements (continued)

12.Income Taxes (continued)

2015, respectively.

Based uponon 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, 2014.2017.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

12.Income Taxes (continued)

At December 31, 2014,2017, Canon had net operating losses which can be carried forward for income tax purposes of ¥194,572¥185,637 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

  ¥1,211654 

After one year through five years

   31,39338,641 

After five years through ten years

   60,91339,278 

After ten years through twenty years

   63,78352,250 

Indefinite period

   37,27254,814 
  

 

 

 

Total

  ¥194,572185,637 
  

 

 

 

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¥27,361 million for a portion of undistributed earnings of foreign subsidiaries that arose for the year endedof ¥961,735 million as of December 31, 2014 and prior years2017 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, such undistributed earnings of these subsidiaries were ¥961,917 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   2017 2016 2015 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥6,201   ¥7,711   ¥2,933     7,318   6,056   6,431 

Additions for tax positions of the current year

   1,649    312    869     2,956   2,741   2,174 

Additions for tax positions of prior years

   216    388    4,903     250      165 

Reductions for tax positions of prior years

   (114  (3,141  (1,546   (915  (665  (1,180

Settlements with tax authorities

   (1,808  (347  (41      (370  (505

Other

   287    1,278    593     673   (444  (1,029
  

 

  

 

  

 

   

 

  

 

  

 

 

Balance at end of year

  ¥6,431   ¥6,201   ¥7,711     10,282   7,318   6,056 
  

 

  

 

  

 

   

 

  

 

  

 

 

The total amounts of unrecognized tax benefits that would reduce the effective tax rate, if recognized, are ¥6,431were ¥10,282 million and ¥6,201¥7,318 million at December 31, 20142017 and 2013,2016, respectively.

Although Canon believes its estimates and assumptions of unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax auditexamination 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, 2014,2017, no significant changes to the unrecognized tax benefits are expected within the next twelve months.

Canon recognizes interest and penalties accrued related to unrecognized tax benefits in income taxes. Both interest and penalties accrued at December 31, 2017 and 2016, and interest and penalties included in income taxes for the years ended December 31, 2017, 2016 and 2015 were not significant.

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, 2014 and 2013, and interest and penalties included in income taxes for the years ended December 31, 2014, 2013 and 2012 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 been2017 with few exceptions. 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 2017 with few exceptions. 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 additionalpaid-in capital and the legal reserve equals 25% of their respective stated capital. The Corporation Law of Japan also provides that additionalpaid-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, 2014, 20132017, 2016 and 20122015 represent dividends paid out during those years and the related appropriations to the legal reserve. Retained earnings at December 31, 20142017 did not reflect currentyear-end dividends in the amount of ¥92,806¥91,779 million which were approved by the stockholdersshareholders in March 2015.2018.

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¥953,952 million at December 31, 2014.2017.

Retained earnings at December 31, 20142017 included Canon’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥16,919¥17,139 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, 20122017, 2016 and 2015 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, 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

Balance at December 31, 2014

   144,557   12,546   (2,603  (126,214  28,286 

Equity transactions with noncontrolling interests and other

   (323  (1  (2  (329  (655   73            73 

Other comprehensive income (loss) before reclassifications

   249,791    7,449    (7,551  27,153    276,842     (57,592  1,691   (256  (6,155  (62,312

Amounts reclassified from accumulated other comprehensive income (loss)

       (1,352  9,607    2,161    10,416        (182  3,041   1,352   4,211 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net change during the year

   249,468    6,096    2,054    28,985    286,603     (57,519  1,509   2,785   (4,803  (58,028
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

   1,734    10,242    (2,408  (90,214  (80,646

Balance at December 31, 2015

   87,038   14,055   182   (131,017  (29,742
  

 

  

 

  

 

  

 

  

 

 

Equity transactions with noncontrolling interests and other

   10    3        (35  (22   259         (1  258 

Other comprehensive income (loss) before reclassifications

   142,813    3,933    (2,204  (47,840  96,702     (101,350  814   938   (67,511  (167,109

Amounts reclassified from accumulated other comprehensive income (loss)

       (1,632  2,009    11,875    12,252     93   382   (3,862  99   (3,288
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net change during the year

   142,823    2,304    (195  (36,000  108,932     (100,998  1,196   (2,924  (67,413  (170,139
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  ¥144,557   ¥12,546   ¥(2,603 ¥(126,214 ¥28,286  

Balance at December 31, 2016

   (13,960  15,251   (2,742  (198,430  (199,881
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Equity transactions with noncontrolling interests and other

                

Other comprehensive income (loss) before reclassifications

   44,184   2,813   (1,452  14,785   60,330 

Amounts reclassified from accumulated other comprehensive income (loss)

   (16  (12,580  4,014   4,905   (3,677
  

 

  

 

  

 

  

 

  

 

 

Net change during the year

   44,168   (9,767  2,562   19,690   56,653 
  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2017

   30,208   5,484   (180  (178,740  (143,228
  

 

  

 

  

 

  

 

  

 

 

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, 20142017, 2016 and 20132015 are as follows:

 

 Amount reclassified from
accumulated other comprehensive income (loss) *1
 Year ended
December 31,
2017
 Year ended
December 31,
2016
 Year ended
December 31,
2015
 

Affected line items in
consolidated statements of income

 (Millions of yen) 

Foreign currency translation adjustments

  (39  139     Other, net
  12   (46    Income taxes
 

 

  

 

  

 

  
  (27  93     Consolidated net income
  11        Net income attributable to noncontrolling interests
  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

  (16  93     Net income attributable to Canon Inc.
  (Millions of yen)  

 

  

 

  

 

  

Unrealized gains and losses on securities

  ¥(2,509 ¥(2,358 Other, net  (18,472  282   (298 Other, net
   879    613   Income taxes  5,727   (94  104  Income taxes
  

 

  

 

   

 

  

 

  

 

  
   (1,630  (1,745 Consolidated net income  (12,745  188   (194 Consolidated net income
   (2  393   Net income attributable to noncontrolling interests  165   194   12  Net income attributable to noncontrolling interests
  

 

  

 

   

 

  

 

  

 

  
   (1,632  (1,352 Net income attributable to Canon Inc.  (12,580  382   (182 Net income attributable to Canon Inc.
  

 

  

 

   

 

  

 

  

 

  

Gains and losses on derivative instruments

   3,260    15,387   Other, net  5,772   (5,890  4,217  Other, net
   (1,248  (5,780 Income taxes
  

 

  

 

    (1,732  2,049   (1,180 Income taxes
   2,012    9,607   Consolidated net income 

 

  

 

  

 

  
   (3     Net income attributable to noncontrolling interests  4,040   (3,841  3,037  Consolidated net income
  

 

  

 

    (26  (21  4  Net income attributable to noncontrolling interests
   2,009    9,607   Net income attributable to Canon Inc. 

 

  

 

  

 

  
  

 

  

 

    4,014   (3,862  3,041  Net income attributable to Canon Inc.
 

 

  

 

  

 

  

Pension liability adjustments

   15,585    3,460   See Note 11  7,005   (16  1,504  See Note 11
   (3,710  (1,037 Income taxes  (1,832  164   (175 Income taxes
  

 

  

 

   

 

  

 

  

 

  
   11,875    2,423   Consolidated net income  5,173   148   1,329  Consolidated net income
       (262 Net income attributable to noncontrolling interests  (268  (49  23  Net income attributable to noncontrolling interests
  

 

  

 

   

 

  

 

  

 

  
   11,875    2,161   Net income attributable to Canon Inc.  4,905   99   1,352  Net income attributable to Canon Inc.
  

 

  

 

   

 

  

 

  

 

  

Total amount reclassified, net of tax and noncontrolling interests

  ¥12,252   ¥10,416     (3,677  (3,288  4,211  
  

 

  

 

   

 

  

 

  

 

  

 

*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
   Before-tax
amount
 Tax (expense)
or benefit
 Net-of-tax
amount
 
  (Millions of yen)   (Millions of yen) 

2014:

    

2017:

    

Foreign currency translation adjustments

  ¥144,826   ¥(992 ¥143,834      

Amount arising during the year

   47,825   (708  47,117 

Reclassification adjustments for gains and losses realized in net income

   (39  12   (27
  

 

  

 

  

 

 

Net change during the year

   47,786   (696  47,090 

Net unrealized gains and losses on securities:

        

Amount arising during the year

   6,379    (2,225  4,154     5,100   (1,717  3,383 

Reclassification adjustments for gains and losses realized in net income

   (2,509  879    (1,630   (18,472  5,727   (12,745
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   3,870    (1,346  2,524     (13,372  4,010   (9,362

Net gains and losses on derivative instruments:

        

Amount arising during the year

   (3,309  1,102    (2,207   (2,080  628   (1,452

Reclassification adjustments for gains and losses realized in net income

   3,260    (1,248  2,012     5,772   (1,732  4,040 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (49  (146  (195   3,692   (1,104  2,588 

Pension liability adjustments:

        

Amount arising during the year

   (71,166  21,306    (49,860   20,991   (4,957  16,034 

Reclassification adjustments for gains and losses realized in net income

   15,585    (3,710  11,875     7,005   (1,832  5,173 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (55,581  17,596    (37,985   27,996   (6,789  21,207 
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥93,066   ¥15,112   ¥108,178     66,102   (4,579  61,523 
  

 

  

 

  

 

   

 

  

 

  

 

 

2013:

    

2016:

    

Foreign currency translation adjustments

  ¥253,707   ¥(2,131 ¥251,576      

Amount arising during the year

   (108,280  521   (107,759

Reclassification adjustments for gains and losses realized in net income

   139   (46  93 
  

 

  

 

  

 

 

Net change during the year

   (108,141  475   (107,666

Net unrealized gains and losses on securities:

        

Amount arising during the year

   12,669    (4,312  8,357     1,184   (375  809 

Reclassification adjustments for gains and losses realized in net income

   (2,358  613    (1,745   282   (94  188 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   10,311    (3,699  6,612     1,466   (469  997 

Net gains and losses on derivative instruments:

        

Amount arising during the year

   (12,145  4,594    (7,551   1,619   (726  893 

Reclassification adjustments for gains and losses realized in net income

   15,387    (5,780  9,607     (5,890  2,049   (3,841
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   3,242    (1,186  2,056     (4,271  1,323   (2,948

Pension liability adjustments:

        

Amount arising during the year

   51,860    (21,614  30,246     (95,707  25,204   (70,503

Reclassification adjustments for gains and losses realized in net income

   3,460    (1,037  2,423     (16  164   148 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   55,320    (22,651  32,669     (95,723  25,368   (70,355
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥322,580   ¥(29,667 ¥292,913     (206,669  26,697   (179,972
  

 

  

 

  

 

   

 

  

 

  

 

 

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:

    

2015:

    

Foreign currency translation adjustments

  ¥134,930   ¥(1,195 ¥133,735     (56,054  550   (55,504

Net unrealized gains and losses on securities:

        

Amount arising during the year

   3,418    (1,004  2,414     3,249   (1,045  2,204 

Reclassification adjustments for gains and losses realized in net income

   1,307    (456  851     (298  104   (194
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   4,725    (1,460  3,265     2,951   (941  2,010 

Net gains and losses on derivative instruments:

        

Amount arising during the year

   (10,647  4,041    (6,606   52   (304  (252

Reclassification adjustments for gains and losses realized in net income

   2,440    (714  1,726     4,217   (1,180  3,037 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (8,207  3,327    (4,880   4,269   (1,484  2,785 

Pension liability adjustments:

        

Amount arising during the year

   (13,888  (1,738  (15,626   (13,166  5,294   (7,872

Reclassification adjustments for gains and losses realized in net income

   4,433    (1,594  2,839     1,504   (175  1,329 
  

 

  

 

  

 

   

 

  

 

  

 

 

Net change during the year

   (9,455  (3,332  (12,787   (11,662  5,119   (6,543
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss)

  ¥121,993   ¥(2,660 ¥119,333     (60,496  3,244   (57,252
  

 

  

 

  

 

   

 

  

 

  

 

 

 

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, 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.

The compensation cost recognized for these stock options for the years ended December 31, 2014, 20132017, 2016 and 20122015 was nil, ¥95 million and ¥364 million, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.nil.

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, 2014, 20132017, 2016 and 20122015 is presented below:

 

   Shares  Weighted–average
exercise price
   Weighted–average
remaining
contractual term
   Aggregate
intrinsic value
 
      (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  

Exercised

   (8,600  3,287      

Forfeited

   (60,400  4,461      
  

 

 

      

Outstanding at December 31, 2013

   2,657,400    4,245     1.0     28  

Exercised

   (67,200  3,287      

Forfeited/Expired

   (728,400  4,869      
  

 

 

      

Outstanding at December 31, 2014

   1,861,800   ¥4,036     0.7    ¥248  
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at December 31, 2014

   1,861,800   ¥4,036     0.7    ¥248  
  

 

 

  

 

 

   

 

 

   

 

 

 
   Shares  Weighted-average
exercise price
   Weighted-average
remaining
contractual term
   Aggregate
intrinsic value
 
      (Yen)   (Year)   (Millions of yen) 

Outstanding at January 1, 2015

   1,861,800   4,036    0.7    248 

Exercised

   (249,600  3,311     

Forfeited/Expired

   (316,200  3,678     
  

 

 

      

Outstanding at December 31, 2015

   1,296,000   4,263    0.4     

Exercised

           

Forfeited/Expired

   (693,000  4,500     
  

 

 

      

Outstanding at December 31, 2016

   603,000   3,990    0.2     

Exercised

           

Forfeited/Expired

   (603,000  3,990     
  

 

 

      

Outstanding at December 31, 2017

             
  

 

 

  

 

 

   

 

 

   

 

 

 

Exercisable at December 31, 2017

             
  

 

 

  

 

 

   

 

 

   

 

 

 

At December 31, 2014, all outstanding option awards were vested.

The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was nil, ¥570 million and ¥848 million, respectively. Cash received from the exercise of stock options for the years ended December 31, 2014, 20132017 and 20122016 were nil, and 2015 was ¥221 million, ¥28 million and ¥35¥826 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   2017   2016   2015 
  (Millions of yen)   (Millions of yen) 

Net income attributable to Canon Inc.

  ¥254,797    ¥230,483    ¥224,564     241,923    150,650    220,209 
  (Number of shares)   (Number of shares) 

Average common shares outstanding

   1,112,509,931     1,147,933,835     1,173,647,835     1,085,439,370    1,092,070,680    1,092,017,955 

Effect of dilutive securities:

            

Stock options

   4,393     8,466     20,574             34,931 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted common shares outstanding

   1,112,514,324     1,147,942,301     1,173,668,409     1,085,439,370    1,092,070,680    1,092,052,886 
  

 

   

 

   

 

   

 

   

 

   

 

 
  (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     222.88    137.95    201.65 

Diluted

   229.03     200.78     191.34     222.88    137.95    201.65 

The computation of diluted net income attributable to Canon Inc. shareholders per share for the years ended December 31, 2017 and 2016 excludes outstanding stock options because the effect would be anti-dilutive. The computation of diluted net income attributable to Canon Inc. shareholders per share for the year ended December 31, 2015 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 ofnon-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) atyear-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, 2017 and 2016 are set forth below:

   December 31 
   2017   2016 
   (Millions of yen) 

To sell foreign currencies

   272,563    371,644 

To buy foreign currencies

   46,168    46,741 

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, 20142017 and 2013.2016.

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

  2017   2016 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets   255    19 

Liabilities:

     

Foreign exchange contracts

 Other current liabilities   367    1,913 

 

Derivatives not designated as hedging instruments

 

    
     Fair value 
     December 31 
  

Balance sheet location

  2017   2016 
     (Millions of yen) 

Assets:

     

Foreign exchange contracts

 Prepaid expenses and other current assets   289          567 

Liabilities:

     

Foreign exchange contracts

 Other current liabilities   2,892    7,479 

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, 2014, 20132017, 2016 and 2012.2015.

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) 

2014:

      

2017:

      

Foreign exchange contracts

  ¥(49  Other, net    ¥(3,260  Other, net    ¥(145   (2,080  Other, net    (5,772  Other, net    (332

2013:

        

2016:

        

Foreign exchange contracts

   3,242    Other, net     (15,387  Other, net     (111   1,619   Other, net    5,890   Other, net    (311

2012:

        

2015:

        

Foreign exchange contracts

   (8,207  Other, net     (2,440  Other, net     (221   52   Other, net    (4,217  Other, net    (131

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

17.Derivatives and Hedging Activities (continued)

Effect of derivative instruments in the consolidated statements of income (continued)

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           2017                     2016                    2015         
       (Millions of yen) 

Foreign exchange contracts

   Other, net    (7,932)    7,018    1,099 

 

18. Commitments and Contingent Liabilities

Commitments

At December 31, 2014,2017, commitments outstanding for the purchase of property, plant and equipment approximated ¥52,668¥36,199 million, and commitments outstanding for the purchase of parts and raw materials approximated ¥76,984¥135,649 million.

Canon occupies sales offices and other facilities under lease arrangements accounted for as operating leases. Deposits made under such arrangements aggregated ¥13,847¥13,740 million and ¥13,448¥13,128 million at December 31, 20142017 and 2013,2016, respectively, and are included in noncurrent receivables in the accompanying consolidated balance sheets. Rental expenses under suchof cancelable and noncancelable operating lease arrangementsleases amounted to ¥43,215¥47,619 million, ¥44,562¥42,714 million and ¥40,273¥46,483 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, respectively.

Future minimum lease payments required under noncancelable operating leases that have initial or remaining lease terms in excess of one year at December 31, 2017 are as follows:

   (Millions of yen) 

Year ending December 31:

  

2018

   28,414 

2019

   21,437 

2020

   16,185 

2021

   12,721 

2022

   9,774 

Thereafter

   22,971 
  

 

 

 

Total future minimum lease payments

   111,502 
  

 

 

 

Guarantees

Canon provides guarantees for its employees, affiliates and other companies. The guarantees for the employees are principally made for their housing loans. The guarantees for affiliates and other companies are made for their lease obligations and bank loans to ensure that those companies operate with less financial risk.

Canon would have to perform under a guarantee if the borrower defaults on a payment within the contract terms. The contract terms are 1 year to 30 years in case of employees with housing loans, and 1 year to 7 years in case of affiliates and other companies with lease obligations and bank loans. The maximum amount of undiscounted payments Canon would have had to make in the event of default is ¥6,059 million at December 31, 2017. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2017 were not significant.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

18. Commitments and Contingent Liabilities (continued)

CommitmentsGuarantees (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, 2014 are as follows:

    (Millions of yen) 

Year ending December 31:

  

2015

  ¥26,450  

2016

   18,937  

2017

   15,571  

2018

   8,753  

2019

   5,775  

Thereafter

   10,233  
  

 

 

 

Total future minimum lease payments

  ¥85,719  
  

 

 

 

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 million at December 31, 2014. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2014 were not significant.

Canon also issues contractual product warranties under which it generally guarantees the performance of products delivered and services rendered for a certain period or term. Changes in accrued product warranty costs for the years ended December 31, 20142017 and 20132016 are summarized as follows:

 

  Years ended December 31   Years ended December 31 
        2014             2013         2017 2016 
  (Millions of yen)   (Millions of yen) 

Balance at beginning of year

  ¥10,890   ¥12,163     13,168   14,014 

Additions

   15,699    13,467     18,893   15,403 

Utilization

   (12,039  (12,922   (12,957  (12,759

Other

   (2,986  (1,818   (1,652  (3,490
  

 

  

 

   

 

  

 

 

Balance at end of year

  ¥11,564   ¥10,890     17,452   13,168 
  

 

  

 

   

 

  

 

 

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, 20142017 and 20132016 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 
   2017  2016 
   Carrying
amount
  Estimated
fair value
  Carrying
amount
  Estimated
fair value
 
   (Millions of yen) 

Long-term debt, including current installments

   (499,168  (499,126  (612,538  (612,668

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.

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)

Foreign exchange contractsFair value of financial instruments (continued)

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, 20142017 and 2013,2016, one customer accounted for approximately 16%8% and 15%12% of consolidated trade receivables, respectively. Although Canon does not expect that the customer will fail to meet its obligations, Canon is potentially exposed to concentrations of credit risk if the customer failed to perform according to the terms of the contracts.

 

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, 20142017 and 2013.2016.

 

   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)

   December 31, 2017 
   Level 1   Level 2   Level 3   Total 
   (Millions of yen) 

Assets:

        

Cash and cash equivalents

       70,500        70,500 

Available-for-sale (current):

        

Corporate bonds

   1,222            1,222 

Available-for-sale (noncurrent):

        

Government bonds

   289            289 

Corporate bonds

   605    217        822 

Fund trusts

   13    111        124 

Equity securities

   20,901            20,901 

Derivatives

       544        544 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   23,030    71,372        94,402 
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

        

Derivatives

       3,259        3,259 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

       3,259        3,259 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

20.Fair Value Measurements (continued)

Assets and liabilities measured at fair value on a recurring basis (continued)

  December 31, 2013   December 31, 2016 
  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         30,500        30,500 

Available-for-sale (noncurrent):

                

Government bonds

   307               307     269            269 

Corporate bonds

        141     340     481         229        229 

Fund trusts

   11     57          68     12    74        86 

Equity securities

   34,536               34,536     42,444            42,444 

Derivatives

        254          254         586        586 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

  ¥34,854    ¥183,530    ¥340    ¥218,724     42,725    31,389        74,114 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

                

Derivatives

  ¥ —    ¥14,945    ¥ —    ¥14,945         9,392        9,392 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

  ¥ —    ¥14,945    ¥ —    ¥14,945         9,392        9,392 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.Fair Value Measurements (continued)

Assets and liabilities measured at fair value on cost approach, using unobservable inputs as the market for the assets was not active at the measurement date.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, 2014 and 2013.

   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)

Assets and liabilities measured at fair value on a nonrecurring basis

DuringThe following table presents the yearsCanon’s asset that was measured at fair value on a nonrecurring basis consistent with the fair value hierarchy and related impairment charge recognized during the year ended December 31, 2014 and 2013, there2017. There were no circumstances that required any significant assets or liabilities to be measured at fair value on a nonrecurring basis.basis during the year ended December 31, 2016.

   Year ended December 31, 2017 
   Total loss  Fair value 
    Level 1   Level 2   Level 3   Total 
      (Millions of yen) 

Asset:

         

Goodwill

   (33,912          29,370    29,370 

Goodwill was classified as Level 3 items and valued based on an income approach using unobservable inputs. Canon performed the annual goodwill impairment test as of October 1, 2017, which indicated that the fair value of the reporting unit was less than its carrying value. Canon recognized the impairment charge for the amount representing the excess of the carrying amount over the reporting unit’s fair value. The fair value for the reporting unit was measured based on the discounted cash flow method with 6.0% of weighted average cost of capital and estimated future cash flows. Future cash flows are based on management’s estimates of projected revenues, gross profits, operating expenses, a long-term growth rate, taking into consideration industry trends and market conditions.

 

21. Segment Information

Canon operates its business in threefour segments: the Office Business Unit, the Imaging System Business Unit, the Medical 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.

Based on the realignment of Canon’s internal reporting and management structure, Canon newly established Medical System Business Unit effective at the beginning of the second quarter of 2017, and certain businesses included in Industry and Others Business Unit have been reclassified. Operating results for the year ended December 31, 2017 have been reclassified and for the years ended December 31, 2016 and 2015 were not restated since they were not material. Total assets for the year ended December 31, 2016 have been restated and for the year ended December 31, 2015 were not restated since they were not material.

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

21.Segment Information (continued)

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 lensInterchangeable-lens digital cameras / Digital compact cameras / Digital camcorders / Digital cinema cameras / Interchangeable lenses / InkjetCompact photo printers /Inkjet printers / Large-formatLarge format inkjet printers / Commercial photo printers / Image scanners / Multimedia projectors / Broadcast equipment / Calculators

Medical System Business Unit:

Digital radiography systems / Diagnostic X-ray systems / Computed tomography / Magnetic resonance imaging / Diagnostic ultrasound systems / Clinical chemistry analyzers / Ophthalmic equipment

Industry and Others Business Unit:

  Semiconductor lithography equipment / FPD (Flat panel display) lithography equipment / Digital radiography systems / Ophthalmic equipment /equipment/ Vacuum thin-film deposition equipment / Organic LED (OLED) panel manufacturing equipment / Die bonders / Micromotors /Network/ Network cameras / Handy terminals / Document scanners

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, 2014, 20132017, 2016 and 20122015 is as follows:

 

  Office   Imaging
System
   Industry and
Others
 Corporate and
eliminations
 Consolidated   Office   Imaging
System
   Medical
System
   Industry and
Others
 Corporate and
eliminations
 Consolidated 
  (Millions of yen)   (Millions of yen) 

2014:

        

2017:

          

Net sales:

          

External customers

   1,863,688    1,135,584    434,985    645,758      4,080,015 

Intersegment

   2,240    604    1,202    85,946   (89,992   
  

 

   

 

   

 

   

 

  

 

  

 

 

Total

   1,865,928    1,136,188    436,187    731,704   (89,992  4,080,015 

Operating cost and expenses

   1,685,280    960,275    413,682    674,916   14,383   3,748,536 
  

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

   180,648    175,913    22,505    56,788   (104,375  331,479 
  

 

   

 

   

 

   

 

  

 

  

 

 

Total assets

   962,006    387,088    238,824    360,271   3,250,102   5,198,291 

Depreciation and amortization

   74,377    41,695    5,212    37,705   102,892   261,881 

Impairment losses on goodwill

   33,912                  33,912 

Capital expenditures

   47,653    28,508    8,963    15,736   80,529   181,389 

2016:

          

Net sales:

                  

External customers

  ¥2,075,788    ¥1,342,501    ¥308,963   ¥   ¥3,727,252     1,804,862    1,094,291        502,334      3,401,487 

Intersegment

   2,944     693     89,802    (93,439       2,957    998        82,326   (86,281   
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Total

   2,078,732     1,343,194     398,765    (93,439  3,727,252     1,807,819    1,095,289        584,660   (86,281  3,401,487 

Operating cost and expenses

   1,786,675     1,148,593     420,566    7,929    3,363,763     1,638,333    950,876        577,212   6,200   3,172,621 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥292,057    ¥194,601    ¥(21,801 ¥(101,368 ¥363,489     169,486    144,413        7,448   (92,481  228,866 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥1,025,499    ¥517,524    ¥342,695   ¥2,574,900   ¥4,460,618     961,749    391,661    204,755    340,455   3,239,909   5,138,529 

Depreciation and amortization

   87,058     53,912     37,544    84,966    263,480     78,319    47,386        41,053   83,338   250,096 

Capital expenditures

   69,704     31,124     15,976    107,956    224,760     72,189    25,564        29,346   81,280   208,379 

2013:

  

2015:

          

Net sales:

                  

External customers

  ¥1,993,898    ¥1,448,186    ¥289,296   ¥   ¥3,731,380     2,108,246    1,262,667        429,358      3,800,271 

Intersegment

   6,175     752     85,574    (92,501       2,570    1,168        95,293   (99,031   
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Total

   2,000,073     1,448,938     374,870    (92,501  3,731,380     2,110,816    1,263,835        524,651   (99,031  3,800,271 

Operating cost and expenses

   1,733,165     1,245,144     400,201    15,593    3,394,103     1,820,230    1,080,396        537,730   6,705   3,445,061 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Operating profit

  ¥266,908    ¥203,794    ¥(25,331 ¥(108,094 ¥337,277     290,586    183,439        (13,079  (105,736  355,210 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

  

 

 

Total assets

  ¥954,803    ¥584,856    ¥328,202   ¥2,374,849   ¥4,242,710     1,020,758    452,283        332,252   2,622,480   4,427,773 

Depreciation and amortization

   88,344     56,564     37,072    93,193    275,173     86,206    52,070        45,064   89,987   273,327 

Capital expenditures

   54,644     44,112     27,040    101,682    227,478     73,819    38,337        24,241   106,733   243,130 

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 expenses include certain corporate research and development expenses. Amortization costs of identified intangible assets resulting from the purchase price allocation of TMSC are also included in corporate 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, basedcash and cash equivalents, investments, deferred tax assets, goodwill, identified intangible assets from acquisitions and corporate properties. Capital expenditures represent the additions to property, plant and equipment and intangible assets measured 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.an accrual basis.

Information about product sales to external customers by business unit for the years ended December 31, 2014, 20132017, 2016 and 20122015 is as follows:

 

   Years ended December 31 
   2014   2013   2012 
   (Millions of yen) 

Office

      

Monochrome copiers

  ¥322,398    ¥312,973    ¥274,021  

Color copiers

   401,447     381,848     324,851  

Printers

   862,000     841,436     766,382  

Others

   489,943     457,641     386,706  
  

 

 

   

 

 

   

 

 

 

Total

   2,075,788     1,993,898     1,751,960  

Imaging System

      

Cameras

   861,196     973,517     990,549  

Inkjet printers

   366,946     363,070     312,429  

Others

   114,359     111,599     101,416  
  

 

 

   

 

 

   

 

 

 

Total

   1,342,501     1,448,186     1,404,394  

Industry and Others

      

Lithography equipment

   90,395     62,116     62,892  

Others

   218,568     227,180     260,542  
  

 

 

   

 

 

   

 

 

 

Total

   308,963     289,296     323,434  
  

 

 

   

 

 

   

 

 

 

Consolidated

  ¥3,727,252    ¥3,731,380    ¥3,479,788  
  

 

 

   

 

 

   

 

 

 

Information by major geographic area as of and for the years ended December 31, 2014, 2013 and 2012 is as follows:

   2014   2013   2012 
   (Millions of yen) 

Net sales:

      

Japan

  ¥724,317    ¥715,863    ¥720,286  

Americas

   1,036,500     1,059,501     939,873  

Europe

   1,090,484     1,124,929     1,014,038  

Asia and Oceania

   875,951     831,087     805,591  
  

 

 

   

 

 

   

 

 

 

Total

  ¥3,727,252    ¥3,731,380    ¥3,479,788  
  

 

 

   

 

 

   

 

 

 

Long-lived assets:

      

Japan

  ¥950,719    ¥984,231    ¥1,032,598  

Americas

   157,748     131,660     112,163  

Europe

   127,700     111,609     91,904  

Asia and Oceania

   210,650     196,305     159,435  
  

 

 

   

 

 

   

 

 

 

Total

  ¥1,446,817    ¥1,423,805    ¥1,396,100  
  

 

 

   

 

 

   

 

 

 
   Years ended December 31 
   2017   2016   2015 
   (Millions of yen) 

Office

      

Monochrome copiers

   287,823    289,532    328,061 

Color copiers

   405,576    386,193    421,209 

Printers

   702,491    664,846    857,369 

Others

   467,798    464,291    501,607 
  

 

 

   

 

 

   

 

 

 

Total

   1,863,688    1,804,862    2,108,246 

Imaging System

      

Cameras

   702,598    666,868    782,623 

Inkjet printers

   333,721    329,066    362,663 

Others

   99,265    98,357    117,381 
  

 

 

   

 

 

   

 

 

 

Total

   1,135,584    1,094,291    1,262,667 

Medical System

      

Diagnostic equipment

   434,985         
  

 

 

   

 

 

   

 

 

 

Industry and Others

      

Lithography equipment

   193,113    121,090    123,887 

Others

   452,645    381,244    305,471 
  

 

 

   

 

 

   

 

 

 

Total

   645,758    502,334    429,358 
  

 

 

   

 

 

   

 

 

 

Consolidated

   4,080,015    3,401,487    3,800,271 
  

 

 

   

 

 

   

 

 

 

Canon Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

21. Segment Information (continued)

Information by major geographic area as of and for the years ended December 31, 2017, 2016 and 2015 is as follows:

   2017   2016   2015 
   (Millions of yen) 

Net sales:

      

Japan

   884,828    706,979    714,280 

Americas

   1,107,515    963,544    1,144,422 

Europe

   1,028,415    913,523    1,074,366 

Asia and Oceania

   1,059,257    817,441    867,203 
  

 

 

   

 

 

   

 

 

 

Total

   4,080,015    3,401,487    3,800,271 
  

 

 

   

 

 

   

 

 

 

Long-lived assets:

      

Japan

   1,081,522    1,163,374    937,716 

Americas

   141,937    147,129    150,105 

Europe

   174,889    166,734    183,451 

Asia and Oceania

   149,244    164,007    189,588 
  

 

 

   

 

 

   

 

 

 

Total

   1,547,592    1,641,244    1,460,860 
  

 

 

   

 

 

   

 

 

 

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 ¥938,411¥1,022,305 million, ¥960,213¥884,083 million and ¥763,870¥1,047,838 million for the years ended December 31, 2014, 20132017, 2016 and 2012,2015, 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, 2014, 2013 and 2012. 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) 

2014:

      

Net sales:

      

External customers

 ¥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    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

 ¥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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2013:

 

Net sales:

      

External customers

 ¥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    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

 ¥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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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, the Company commenced a public tender offer for all of the issued shares of Axis AB (“Axis”), a Sweden-based company listed on Nasdaq Stockholm, a global leader in the network video solutions industry, for a consideration of 340 Swedish krona (¥4,804) in cash per share or a maximum amount of approximately 23.6 billion Swedish krona (approximately ¥333.7 billion). Through the transaction, the Company aims to make Axis a consolidated subsidiary, acquiring 100% of Axis’s issued shares. The Company views its network surveillance camera business as a promising new business area for Canon. Corresponding Japanese yen amounts as noted above are translated at the rate of ¥14.13 = 1 Swedish krona.

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, 2014:

        

Year ended December 31, 2017:

        

Allowance for doubtful receivables

                

Trade receivables

  ¥12,730   ¥878    ¥(2,236 ¥750   ¥12,122     11,075    3,574    (1,787  516   13,378 

Finance receivables

   7,323    154     (1,171  (30  6,276     2,325    1,436    (1,523  443   2,681 

Year ended December 31, 2013:

        

Year ended December 31, 2016:

        

Allowance for doubtful receivables

                

Trade receivables

  ¥12,970   ¥1,235    ¥(4,173 ¥2,698   ¥12,730     12,077    1,460    (1,824  (638  11,075 

Finance receivables

   6,908    212     (1,278  1,481    7,323     2,878    398    (978  27   2,325 

Year ended December 31, 2012:

        

Year ended December 31, 2015:

        

Allowance for doubtful receivables

                

Trade receivables

  ¥11,563   ¥2,149    ¥(2,382 ¥1,640   ¥12,970     12,122    2,180    (1,745  (480  12,077 

Finance receivables

   7,039    1,922     (1,304  (749  6,908     6,276    55    (1,343  (2,110  2,878 

Item 19. Exhibits

List of exhibits

 

1.1 Articles of Incorporation of Canon Inc. (Translation), incorporated by reference from the annual report on Form20-F (Commission file number001-15122) filed on March 30, 2016
1.2 Regulations of the Board of Directors of Canon Inc. (Translation), incorporated by reference from the annual report on Form20-F (Commission file number001-15122) filed on March 30, 2016
2 Regulations for Handling of Shares of Canon Inc. (Translation), incorporated by reference from the annual report on Form20-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 thisForm  20-F)
11.1 Canon Group Code of Conduct (Translation), incorporated by reference from the annual report on Form20-F (Commission file number 0-15122)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 Form20-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 Form20-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, Shimomaruko3-chome,
Ohta-ku, Tokyo146-8501, Japan

Date     March 27, 201529, 2018

EXHIBIT INDEX

Exhibit number

Title

Exhibit 1.1Articles of Incorporation of Canon Inc. (Translation)
Exhibit 1.2Regulations of the Board of Directors of Canon Inc. (Translation)
Exhibit 2Regulations for Handling of Shares of Canon Inc. (Translation), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122) filed on March 27, 2009
Exhibit 8List of Significant Subsidiaries (See “Organizational Structure” in Item 4.C. of thisForm 20-F)
Exhibit 11.1Canon Group Code of Conduct (Translation), incorporated by reference from the annual report on Form 20-F (Commission file number 0-15122) filed on March 28, 2013
Exhibit 11.2Code 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) filed on June 10, 2004
Exhibit 12Certifications of Chairman and CEO and Executive Vice President and CFO pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 13Certification of Chairman and CEO and Executive Vice President and CFO pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101INSTANCE DOCUMENT
Exhibit 101SCHEMA DOCUMENT
Exhibit 101CALCULATION LINKBASE DOCUMENT
Exhibit 101LABELS LINKBASE DOCUMENT
Exhibit 101PRESENTATION LINKBASE DOCUMENT
Exhibit 101DEFINITION LINKBASE DOCUMENT

 

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