August 30, 2019
Via Facsimile
Toshizo Tanaka
Executive Vice President and Chief Financial Officer
Canon Inc.
30-2, Shimomaruko 3-chome
Tokyo 146-8501
Japan
Re: Canon Inc.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed March 28, 2019
File No. 1-15122
Dear Mr. Tanaka:
We have limited our review of your filing to your contacts with
countries that have been
identified as state sponsors of terrorism, and we have the following comments.
Our review with
respect to this issue does not preclude further review by the Assistant
Director group with respect
to other issues. In our comments, we ask you to provide us with information so
we may better
understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
General
1. In your letter to us dated July 21, 2016, you discussed contacts with
Syria. Canon Middle
East's website provides contact information for Syria and Canon Medical
Systems
website provides contact information for third parties in Syria and
Sudan. As you are
aware, Syria and Sudan are designated by the U.S. Department of State as
state sponsors
of terrorism and are subject to U.S. economic sanctions and/or export
controls. Your
Form 20-F does not provide disclosure about those countries. Please
describe to us the
nature and extent of any past, current, and anticipated contacts with
Syria since your 2016
letter, and with Sudan, including contacts with those countries'
governments, whether
through subsidiaries, distributors, customers, affiliates, or other
direct or indirect
arrangements.
Toshizo Tanaka
Canon Inc.
August 30, 2019
Page 2
2. Please discuss the materiality of any contacts with Syria and Sudan,
in quantitative terms
and in terms of qualitative factors that a reasonable investor would
deem important in
making an investment decision. Tell us the approximate dollar amounts
of any revenues,
assets and liabilities associated with those countries for the last
three fiscal years and the
subsequent interim period. Address for us the potential impact of the
investor sentiment
evidenced by divestment and similar initiatives that have been
directed toward companies
that have operations associated with state sponsors of terrorism.
3. We note your disclosure about selling medical devices. Please tell us
whether any of the
contacts with Syria and Sudan you discuss in response to comment 1
above involve dual
use products or components.
We urge all persons who are responsible for the accuracy and adequacy
of the disclosure
in the filing to be certain that the filing includes the information the
Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its
management are
in possession of all facts relating to a company's disclosure, they are
responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from
the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
staff comments or changes to disclosure in response to staff comments
do not foreclose
the Commission from taking any action with respect to the filing; 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.
You may contact Jennifer Hardy, Special Counsel, at (202) 551-3767 or
me at (202) 551-
3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia
Blye
Cecilia Blye,
Chief
Office of
Global Security Risk
cc: Jon Gray, Esq.
Davis Polk & Wardwell LLP
Amanda Ravitz
Assistant Director