June 14, 2006
Via U.S. Mail and Facsimile
Fujio Mitarai
Chief Executive Officer
Canon Inc.
30-2
Shimomaruko 3-chome
Ohta-ku, Tokyo 146-8501
Japan
RE: Canon Inc.
Form 20-F for the fiscal year ended December 31, 2005
File No. 0-15122
Dear Mr. Mitarai:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism, and will make no further review of those forms. Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues. At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
1. Your website indicates that you have two distributors in
Tehran,
Iran, and two distributors in Damascus, Syria. We note that a
September 2004 news article states you have expanded your
operations
into Sudan, and a January 2002 news article reports that you have
a
factory in North Korea. We note also that your 20-F for the
fiscal
year ended December 31, 2004, refers to sales and manufacturing in
"Korea" but does not specify North or South Korea.
In light of the fact that Iran, North Korea, Sudan and Syria have
been identified by the U.S. State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions, please
describe for us the extent and nature of your past, current, and
anticipated contacts with those countries, whether through
subsidiaries or other affiliated entities, joint ventures, or
other
direct or indirect arrangements. Describe any potential military
applications of products and/or services you have provided to any
of
those countries, and advise us whether, to your knowledge, any
such
products or services have in fact been put to military use.
2. Discuss for us the materiality to you of your contacts with
Iran,
North Korea, Sudan and Syria, individually and in the aggregate,
and
whether those contacts, individually or in the aggregate,
constitute
a material investment risk for your security holders. In
preparing
your response please consider that evaluations of materiality
should
not be based solely on quantitative factors, but should include
consideration of all factors that a reasonable investor would deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.
In this regard, we note that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism. The
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries. Illinois, Maine, New
Jersey and Oregon have adopted legislation requiring reporting of
interests in, or divestment from, companies that do business with
Sudan, and similar legislation has been proposed by several other
states. Finally, Harvard University, Yale University, Stanford
University, and other educational institutions have adopted
policies
prohibiting investment in, and/or requiring divestment from,
companies that do business with Sudan. Your materiality analysis
should address the potential impact of the investor sentiment
evidenced by these actions directed toward companies that operate
in
Iran, North Korea, Sudan and Syria.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Peggy Fisher
Division of Corporation Finance
Fujio Mitarai
Canon Inc.
June 14, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE