UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31 , 2021
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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
For the transition period from to
Commission file number 001-15122
CANON KABUSHIKI KAISHA
(Exact name of Registrant in Japanese as specified in its charter)
(Exact name of Registrant in English as specified in its charter)
JAPAN
(Jurisdiction of incorporation or organization)
30-2,
Shimomaruko 3-chome
(Address of principal executive offices)
+81-3 -3758-2111 ,
+81-3-5482-9680,
30-2,
Shimomaruko 3-chome
(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 |
Trading Symbol(s) |
Name of each exchange on which registered | ||||||||
| (1) |
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| (2) |
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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)
| * | |
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, 2021, 1,045,771,759 shares of common stock, including 19,101,237 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 ☑ 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 ☑
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☑ No ☐
S-T
(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. (Check one): | 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☑ |
☐ International Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act). Yes ☐ No ☑
TABLE OF CONTENTS
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| Item 16F. |
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| Item 16G. |
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| Item 16H. |
Mine Safety Disclosure | 111 | ||
| Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 111 | ||
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iii
CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION
All information contained in this Annual Report is as of December 31, 2021 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 4, 2022, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥ 114.65 = U.S.$1.
The Company’s fiscal year end is December 31. In this Annual Report “2021” refers to the Company’s fiscal year ended December 31, 2021, 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. When used in this Annual Report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “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,” “Item 4. Information on the Company,” “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.
1
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected financial data
The following 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*3*4: |
2021 |
2020 |
2019 |
2018 |
2017 |
|||||||||||||||
(Millions of yen, except average number of shares and per share data) |
||||||||||||||||||||
| Net sales |
¥ | 3,513,357 | ¥ | 3,160,243 | ¥ | 3,593,299 | ¥ | 3,951,937 | ¥ | 4,080,015 | ||||||||||
| Operating profit |
281,918 | 110,547 | 174,420 | 342,452 | 322,211 | |||||||||||||||
| Income before income taxes |
302,706 | 130,280 | 195,493 | 362,392 | 354,490 | |||||||||||||||
| Net income attributable to Canon Inc. |
214,718 | 83,318 | 124,964 | 252,441 | 242,081 | |||||||||||||||
| Advertising expenses |
36,812 | 31,273 | 46,665 | 58,729 | 61,207 | |||||||||||||||
| Research and development expenses |
287,338 | 272,312 | 298,503 | 315,842 | 333,371 | |||||||||||||||
| Depreciation of property, plant and equipment |
156,333 | 162,733 | 170,418 | 175,771 | 189,712 | |||||||||||||||
| Increase in property, plant and equipment |
151,914 | 132,302 | 178,088 | 159,316 | 147,542 | |||||||||||||||
| Long-term debt, excluding current installments |
179,750 | 4,834 | 357,340 | 361,962 | 493,238 | |||||||||||||||
| Common stock |
174,762 | 174,762 | 174,762 | 174,762 | 174,762 | |||||||||||||||
| Canon Inc. shareholders’ equity |
2,873,773 | 2,575,031 | 2,685,496 | 2,820,644 | 2,863,986 | |||||||||||||||
| Total assets |
4,750,888 | 4,625,614 | 4,771,918 | 4,902,955 | 5,201,626 | |||||||||||||||
| Average number of common shares in thousands |
1,045,633 | 1,049,802 | 1,069,957 | 1,079,753 | 1,085,439 | |||||||||||||||
| Per share data: |
||||||||||||||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||||||||||||||
| Basic |
¥ | 205.35 | ¥ | 79.37 | ¥ | 116.79 | ¥ | 233.80 | ¥ | 223.03 | ||||||||||
| Diluted |
205.29 | 79.35 | 116.77 | 233.78 | 223.03 | |||||||||||||||
| Cash dividends declared |
100.00 | 80.00 | 160.00 | 160.00 | 160.00 | |||||||||||||||
| Cash dividends declared (U.S.$)*2 |
$ | 0.889 | $ | 0.745 | $ | 1.514 | $ | 1.440 | $ | 1.483 | ||||||||||
Notes:
| 1. | The above financial data is prepared in accordance with U.S. generally accepted accounting principles. |
| 2. | Annual cash dividends declared (U.S.$) are translated from yen based on a weighted average of the noon buying rates for yen in New York City as reported by the Federal Reserve Bank of New York in effect on the date of each semiannual dividend payment or on the latest practicable date. |
| 3. | Canon adopted Accounting Standards Update (“ASU”) No. 2017-07 from the quarter beginning January 1, 2018. The adoption of the new presentation requirement of the service cost component and the other components of net benefit cost resulted in reclassification from cost of sales, and selling, general and administrative expenses, and research and development expenses into other income (deductions) for the year ended December 31, 2017. |
2
| 4. | Certain figures for the fiscal years ended December 31, 2019, 2018 and 2017 presented in the table above have been revised from the versions previously disclosed. During the year ended December 31, 2020, Canon corrected an immaterial error in its previously issued consolidated financial statements related to accounting for the Company’s and domestic subsidiaries’ compensated absence carryforward as disclosed in the previous fiscal year. For further details, please refer to Note 1 (y) of the Notes to Consolidated Financial Statements. |
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”), laser printers, inkjet printers, cameras, medical equipment and lithography equipment.
Primarily due to 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 Specific to Canon’s Industries and Business Operations
Changes in the print environment may affect Canon’s business.
In the business machines market for such products as office MFDs and printers, customers are increasingly looking for ways to cut costs while protecting the environment. In addition, the digitalization of workflow in office and the increasing popularity of remote work could also lead to a decrease in customer print opportunities.
In line with these trends, Canon believes that products and services with enhanced cloud connectivity and security, as well as advanced functions that contribute to the efficiency of office operations, will attract strong demand. In the field of commercial printing, Canon anticipates growth in the medium to long term due to a changeover from analog printing to digital printing and growing needs for
high-mix,
low-volume
printing, and is striving to capture demand by focusing on the graphic arts and packaging fields. While Canon has been taking initiatives to analyze market information and respond to these market changes in the print environment by tailoring its new product and service offerings, if Canon is unable to develop and provide products and services that are responsive to the evolving needs of consumers, its operating results may be adversely affected. Canon’s digital camera, network camera, and video analytics business operates in a highly competitive environment.
As the photographic capabilities of other digital devices, including smartphones, have improved significantly, consumer preferences for taking photographs have also changed and diversified. As a result, the digital camera market is shrinking, with competition intensifying in price and performance. Under these circumstances, one of Canon’s strategies is developing higher performance digital cameras with further differentiation from smartphones, and further strengthening its product capabilities focusing on models for professional and advanced amateur users. Canon is also developing new categories of cameras in order to attract new users who demand ease of use and taking photographs in specific situations. On the other hand, the market for network cameras is growing because of high demand in the security and video analytics solution sectors. As a result, the competition within those sectors intensifies.
3
Although Canon has been taking initiatives to analyze market information and respond to the market changes, if Canon fails to introduce new products that maintain a competitive advantage over competitors, or fails to provide new services that match changes in consumer tastes, Canon’s position will decline in relative terms, and as a result, its operating results may be adversely affected.
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 and regions. In addition, the market may be affected by changes in the environment such as trade frictions, the shortage of raw materials and containers, the acceleration of national particularism, and the reduction of medical expense budgets of our customers and changes in the cost-sharing ratio in social security and health insurance systems. Furthermore, as an indirect effect of COVID-19, an increase of cancer and cardiovascular patients precipitated by lower participation in routine medical check-ups may adversely affect medical expense burdens of Canon’s medical institution customers, which could reduce demand for medical equipment.
Canon invests in research and development (“RD”) of new medical device technologies based on detailed analysis of the potential technical and business prospects for such technologies. Although Canon has been taking initiatives to analyze market information and respond to the market changes 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 RD 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, FPD panels and organic light emitting diode (“OLED”) 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 panels have at times led to significantly reduced demand for capital equipment, including the semiconductor lithography equipment, FPD lithography equipment and OLED vapor deposition equipment that Canon produces. Despite this cyclicality, Canon must maintain significant levels of RD 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 outflow due to declining sales and excess inventory stocks to fall below the level necessary to offset Canon’s expenditures, including those arising from RD, and could consequently have a material adverse effect on Canon’s operating results and financial condition.
Under these circumstances, Canon is working to stabilize its earnings base by continuously improving the performance of its equipment and enhancing its ability to respond to customer needs, thereby aiming to capture a broader scope of demand, diversifying customer base and applications, and developing products to improve the balance in sales regions across the globe. In addition, Canon is taking measures to minimize the impact of fluctuations in market demand by transforming existing manufacturing facilities and building a group-wide system of flexible staff reshuffling, and investing in its own production facilities with the assumptions of significant fluctuations in demand.
4
Although Canon has been taking initiatives to analyze market information and respond to the market changes, Canon’s operating results and financial position could be adversely affected if Canon fails to meet its customer needs by having different assumptions of the market trend.
Canon’s business is subject to changes in the sales environment.
Canon depends on HP Inc. for a significant part of its business and has had a strong relationship with HP Inc. as an original equipment manufacturing (“OEM”) partner. However, Canon’s business and operating results may be affected by the policies, business and operating results of HP Inc. Any decision by HP Inc. management to limit or reduce the scope of its relationship with Canon would adversely affect Canon’s business and operating results.
Canon has built close relationships with the other major business partners of Canon products but Canon’s business and operating results may be affected by the policies, business and operating results of those partners. Any decision by the senior management team of such partners to limit or reduce the scope of its relationship with Canon would adversely affect Canon’s business and operating results.
Canon seeks to maintain a well-balanced sales channels of direct sales and indirect sales in each region. In addition to existing business partners, Canon continues to develop new business partners as well. Nevertheless, Canon’s operating results may be adversely affected should business conditions change more dramatically than expected.
Other Risks Related to Canon’s Industries and Business Operations
Canon’s cooperation and alliances with, strategic investments in, and acquisitions of, third parties may not produce the anticipated improvements to its financial results.
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 targets corporate acquisitions, business alliances and strategic investments in areas where Canon has a strong affinity with, based on the technologies it possesses and the businesses it excels in. In particular, it focuses its investments on blue chip companies with strong management teams. These activities can help Canon to grow its business. However, weak business trends or disappointing performance by partners or acquired companies may adversely affect the success of such activities. The 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. In 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.
A substantial portion of Canon’s business activity is conducted outside Japan, exposing Canon to unfavorable political, diplomatic or economic conditions, sharp fluctuations in foreign currency exchange rates and unexpected political, legal or regulatory change.
Canon’s business activities are deployed globally so overseas business activities are primarily exposed to the risk of unfavorable political, diplomatic or economic conditions, sharp fluctuations in foreign currency exchange rates and unexpected political, legal or regulatory changes.
Declines in consumption and restrained investment due to an economic downturn in major markets such as Japan, the United States, Europe, Asia and others may affect Canon’s operating results. Political and diplomatic
5
issues due to the unfolding situation in Ukraine or trade frictions may also adversely 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 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, such as executing currency hedge transactions through short-term forward exchange contracts, and by reflecting exchange rate movements in its product pricing, 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.
In addition, there are various political, diplomatic or economic issues in countries and regions around the world, including issues related to the unfolding situation in Ukraine and there is a risk that Canon will face unexpected political, legal or regulatory changes.
With regard to the occurrence of unfavorable political, diplomatic or economic conditions, Canon strives to monitor local conditions through daily communication with its subsidiaries and by collecting information through regular business inquiries, which is reflected in its business strategies and forecasts of financial results. If demand is expected to decline in a specific market or globally, Canon adjusts its production in accordance with the production and supply system.
Canon has focused on strengthening its measures for international environmental regulations and changes in international and domestic tax regulations with respect to unexpected political, legal or regulatory changes. Regulations such as fair competition, anti-corruption, protection of personal information, security trade control and others including regulations related to the environment are carefully monitored and complied with based on the control of each department in charge.
Any inability to manage the risks inherent in Canon’s international activities could adversely affect its business and operating results.
Canon’s business could be adversely affected by disruption in the supply chain.
Canon’s main business is to develop products, purchase raw materials and parts, manufacture products, and sell them worldwide. In its business activities, Canon strives to build an optimal supply chain for the entire chain of activities, from the purchase of raw materials to production and sales. In particular, Canon has striven to build optimal production systems and improve the quality of its products, including by building an efficient production system using automation and robotization technology, promoting
in-house
production of key parts, controlling the degree of external dependence, and reducing manufacturing costs to increase its resistance to rising raw material prices and supply shortages. Canon has also established a department dedicated to quality control and has worked with external suppliers to improve quality and ensure stable procurement of raw materials and parts, and established a department to manage the logistics of the entire Group, in order to increase efficiency, reduce 6
logistics costs and quickly respond to problems when they arise. Further, Canon enters into insurance policies to cover damages incurred by accidents. Nevertheless, despite these efforts, there can be no assurance that Canon will be able to prevent or mitigate adverse effects on its supply chain, and there is a possibility that a shortage of raw materials and parts supply, quality problems, rising production costs, as well as stagnation in distribution, accidents of transportation and damages triggered by other factors in the production and sales of products may have an adverse effect on Canon’s operating results.
Canon relies on specific external suppliers for critical parts and materials to be used in products that meet Canon’s strict quality, efficiency and environmental standards. Canon’s business performance may be adversely affected by suspension of production activities or higher production costs in the event of any unforeseen circumstances affecting suppliers of parts and materials used across Canon’s product lineup, or in the event of a quality problem, insufficient supply, or sharp price increases affecting such parts and materials. In addition, if the global shortage in the supply of semiconductor chips is prolonged or becomes worse, Canon may experience higher materials costs or diminished sales due to delay in delivery of goods to customers. These factors could adversely affect Canon’s operating results.
Canon’s ability to supply products to countries and regions around the world depends on the effectiveness of its logistics services. However, if any trouble occurs in the computerized logistics system, if problems such as regional disputes occur, or if labor disputes such as strikes by port workers occur, or if the losses arising from accidents when transporting expensive products are not compensated by insurance, or if products cannot be replaced and delivered to the customers, there are possibilities that increased logistics costs or delays in deliveries may result in lost sales opportunities and credibility with its customers.
In addition, the unfolding situation in Ukraine may adversely affect Canon’s supply chain such as the sharp price increases, the shortages of parts and materials, and the logistics disruptions.
Furthermore, the social trust and brand value of Canon may be damaged in case that violation of laws and the ethic violation in conjunction with human rights occur in Canon’s supply chain because actions to respect and protect human rights in the supply chain are demanded globally as corporate social responsibility.
Canon’s facilities, information systems and information security systems are subject to damage as a result of natural disasters and infectious diseases.
Canon’s headquarters building, information systems and major facilities of RD centers are located in the Tokyo region, and earthquakes occur more frequently in Japan than in other parts of the world, making Japan an area that is vulnerable to the damage caused by such natural disasters. Canon’s facilities and offices in the areas of RD, procurement, production, logistics, sales and services are located throughout the world, and there are risks of disruptions due to the stoppage of infrastructure in the wake of natural disasters such as earthquakes, typhoons and floods, as well as terrorist attacks. In addition, the frequency and intensity of extreme weather conditions and disasters is increasing due to climate change. Although Canon has been taking steps to mitigate such physical risks of climate change on its operations while also seeking to achieve cumulative CO2 emissions reductions across product lifecycles, these measures may turn out to be insufficient if the severity or speed of climate change is greater than anticipated or outpaces expectations. Such factors may adversely affect Canon’s operations, incur cost related to physical and human damage, and lower the value of the Canon brand.
Although Canon has continuously implemented risk management activities led by the relevant departments of the head office, there can be no assurance that Canon will be able to prevent or mitigate the effect of any disruptive events or developments. In preparation for the worst-case scenario, such as plant shutdowns, Canon has established the backup system for concurrent production of similar models at multiple sites which may not be adequate to mitigate the relevant risks. In order to quickly restore operations in the event of a shutdown, Canon has identified the initial actions to be taken, roles and responsibilities of the departments involved, and established the structure to communicate among departments in the event of an emergency. In addition, Canon
7
has the backup structure for core systems used in RD, procurement, production, logistics, sales and services in case of information systems failure. Nonetheless, there can be no assurance that Canon will be able to prevent or mitigate the effect of any disruptive events or developments.
Despite the resurgence of
COVID-19
infections due to new variants, economic activities have resumed and continued to recover due to the progress of vaccination programs. However, if the transmission further expands and is prolonged, it could lead to a slowdown of the world economy and the business of Canon, a slowdown in the business of Canon’s customers, suppliers and partners and lower investment sentiment for those parties. Further, requests by governments to restrict Canon’s business amid the pandemic may occur. COVID-19
may have other effects on Canon’s businesses. For example, print volume of office MFDs may not recover to the expectations of Canon in view of the increasing popularity of remote work since COVID-19.
Also, installation of industrial equipment by Canon may be slower than expected, due to slower recovery in business investment. Furthermore, the resurgence of
COVID-19
disrupts the supply chain around the world including the production activities of Canon such as the stagnation of production activities in Southeast Asia. In addition, in case that limitations of economic activity occur in Japan and foreign countries, the closures of offices and retail outlets, overseas travel restrictions and shortage of international freight transport capacity may affect Canon’s sales activities. All of these cases may have an adverse effect on Canon’s financial position and operating results. Canon must continue to 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 the area of RD, production, sales and management. The competition to acquire 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 RD requirements will increase.
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. Canon strives to create a work environment in which each and every employee is highly motivated and can fully demonstrate his or her abilities by making the most of his or her individuality and sense of value in order to provide an attractive workplace for capable employees. In particular, when conducting business activities globally, Canon ensures thorough compliance with labor-related laws and regulations in each country and region, respect of human rights, support of the improvement of employees’ abilities through the development of various training systems, and strengthening of the development of human resources who can show leadership internationally. Canon is systematically training successors for certain skills.
However, failure by Canon to recruit and train qualified personnel or the loss of key employees could delay RD or slow production and could increase the risks of outflow of technologies and skills, and inappropriate knowledge transfers. These factors may adversely affect Canon’s business and operating results.
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 mitigation of climate change, resource conservation including product recycling, reduction of hazardous substances, clean air, clean water and waste disposal. Although Canon is making group-wide efforts to respond to climate change through a variety of measures, including energy-saving activities and the development of energy-saving products, advanced resource recycling, strict management of chemical substances through sustainable procurement, reduction of chemical substances used in production processes and emission control, there can be no assurance that such efforts will successfully achieve compliance, particularly as environmental laws and regulations continue to become more stringent globally. Due to the introduction and enforcement of new
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environmental regulations in Japan and other countries and regions, such as stricter energy-efficiency regulations or economic measures such as carbon taxes, or more active enforcement of existing laws and regulations, Canon may incur higher compliance costs or face liability for additional costs and damages. In addition, disclosure frameworks and standards relating to climate change and sustainability issues have continued to evolve. Although Canon reports in line with certain voluntary frameworks, it may suffer damage to its reputation if its disclosure is viewed as inadequate by investors or other stakeholders. Such costs, damages, and reputational effects 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 related to information security and electronic data.
Canon stores and has access to confidential electronic data relating to manufacturing, RD, procurement and production, as well as sensitive information obtained from its customers, parties who have connections with Canon and other individuals and parties. Such electronic data is used by Canon and third party managed systems and networks. Electronic data is also used in various products to provide information services.
There are some risks inherent in the use of electronic data, including vulnerability to hacking, computer viruses, and cyber attacks, service failures and leakage of personal information due to infrastructure issues and issues arising from damage caused by natural disasters. Although Canon has implemented the controls of software used in its operations and company-wide employee training for information security and cyber attacks, in addition to data access restrictions and security measures, and continues to make improvements so as to alleviate these risks, such events may occur despite its best efforts. In particular, cyber attacks have become increasingly sophisticated and complex, and are targeted anywhere around the world. Canon’s locations in Japan and overseas are exposed to these risks and if its infrastructure turns out to be technically vulnerable to such attacks, malicious access to Canon’s network by third party, stoppage of websites and online services or other incidents may occur.
The materialization of such risks could result in disruptions of Canon’s material operations, leakage of confidential data composed of both personal and business information and damage to the information service functions in products. The occurrence of any of these events may potentially cause Canon to be subject to claims from affected individuals and parties and may negatively affect Canon’s brand image, the credibility it has developed, and its operating results and financial conditions.
Other Risks
Canon may be adversely affected by fluctuations in the stock and bond markets.
Canon’s assets include investments in publicly traded securities. Canon does not hold shares for the purpose of receiving profits from fluctuations in stock prices or dividends, and holds shares as part of its alliance with companies outside the Group, only with respect to those that are deemed useful for strengthening the Group’s organizational structure because they are difficult to realize as management resources within the Group for medium- to long-term growth. As a result, 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.
Canon’s operating results and financial position may be negatively affected by price fluctuations in the stock and bond markets.
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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. The supplies and services have become more commoditized and there are many competitors in these markets. 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 of supplies for office MFDs and printers. Accordingly, Canon may be subject to lawsuits, investigations or proceedings under relevant antitrust laws and regulations. Although Canon conducts risk management activities such as regular training for employees in the relevant departments under the leadership of the departments responsible at the Head Office, any such lawsuits, investigations or proceedings may lead to substantial costs and have an adverse effect on Canon’s operating results or reputation.
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.
Canon has established a group-wide compliance system to ensure compliance with laws and regulations. However, if Canon fails to maintain its overall compliance regime, especially legal and regulatory compliance, or if Canon fails to take measures to any problems linked to its supply chain, this also could result in damage to Canon’s credibility and brand value.
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 new products that are attractive, innovative and cost competitive. There are several risks inherent in the introduction of new products and services, such as delays in development or manufacturing, unsuitable product quality during the introductory period, variations in manufacturing costs, cannibalization of existing product sales, 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. In order to respond to the above risks, Canon has a system to promptly supply products that reflect the needs of the market. However, 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.
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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. 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. Canon has established a department specializing in intellectual property, 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 third party intellectual property rights, if any third party is adjudicated to have a valid infringement claim against Canon, Canon could be required to: refrain from selling the relevant product in certain markets; pay monetary damages; pursue development of
non-infringing
technologies, or attempt to acquire licenses to the infringed technology and to make royalty payments, which may not be available on commercially reasonable terms, if at all. Canon may need to litigate in order to enforce its intellectual property rights or in order to defend against claims of infringement, which can be expensive and time-consuming.
Canon also licenses its patents to third parties in exchange for payment or licensing. The terms and conditions of such licensing or changes in the renewal conditions of such licenses could affect Canon’s business.
With respect to employee inventions, Canon maintains company rules and an evaluation system and has been making adequate payments to employees for the 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.
If counterfeit products that infringe Canon’s trademarks or other intellectual property rights circulate in the market, and the use thereof causes accidents, product failures, quality defects and other damage to customers, Canon’s brand value may be tarnished and its business may be harmed.
Canon’s businesses, brand image and operating results could be adversely affected by any of these developments.
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.
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In addition, recently, international corporate tax avoidance has developed into a political issue with a focus on aggressive tax planning strategies of certain multinational corporations. The Organisation for Economic
Co-operation
and Development (“OECD”), established the Base Erosion and Profit Shifting (“BEPS”) 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. Most recently, over 130 jurisdictions joined a two-pillar
plan to reform international taxation rules and ensure that multinational enterprises pay a fair share of tax wherever they operate. Canon has been reviewing the transfer pricing policy taking into consideration the two-pillar
plan proposed by OECD and the developments of international digital taxation rules. It is, however, possible that there will be differences in opinion between Canon and tax authorities which may adversely affect Canon’s operating results and financial condition.
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 () formed under the Companies Act of Japan. Its principal place of business is at
kabushiki kaisha
30-2,
Shimomaruko 3-chome,
Ohta-ku,
Tokyo 146-8501,
Japan. The telephone number is +81-3-3758-2111.
The Company was incorporated under the laws of Japan on August 10, 1937 to produce and sell Japan’s first focal plane shutter 35mm still camera, which was developed by its predecessor company, Precision Optical Research Laboratories, which was organized in 1933.
In the late 1950s, Canon entered the business machines field utilizing technology obtained through the development of photographic and optical products. With the successful introduction of electronic calculators in 1964, Canon continued to expand its operations to include plain paper copying machines, faxes, laser printers, bubble jet printers, computers, video camcorders and digital cameras. In 2016, Canon acquired Toshiba Medical Systems Corporation (Canon Medical Systems Corporation “CMSC” as of January 4, 2018) and has expanded its medical business.
In 2021, 2020, and 2019, Canon’s increases in property, plant and equipment were ¥151,914 million, ¥132,302 million and ¥178,088 million, respectively. In 2021, 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 2022, Canon projects to invest in property, plant and equipment of approximately ¥180,000 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.
The SEC maintains a website at https://www.sec.gov that contains reports and proxy information regarding issuers that file electronically with the SEC. Some of the information may also be found on Canon’s website at https://global.canon/en.
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B. Business overview
Canon is one of the world’s leading manufacturers of office MFDs, laser printers, inkjet printers, cameras, medical 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 2021, 76.4% of consolidated net sales were generated outside of Japan, with approximately 27.6%, 25.5% and 23.3% 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 RD 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 and region. Canon has manufacturing subsidiaries in a variety of countries and regions, including the United States, Germany, France, the Netherlands, Taiwan, China, Malaysia, Thailand, Vietnam and the Philippines.
As a concerned member of the world community, Canon emphasizes recycling and has increased its use of clean energy sources and cleaner manufacturing processes. Canon has also launched programs to collect and recycle used Canon cartridges and to refurbish used Canon MFDs. In addition, Canon has removed virtually all environmentally unfriendly chemicals from its manufacturing processes.
Products
Canon operates its business in four segments: the “Printing Business Unit,” the “Imaging Business Unit,” the “Medical Business Unit”, and the “Industrial and Others Business Unit”.
- Printing Business Unit –
Canon manufactures, markets and services a full range of office MFDs, laser printers and inkjet printers for home and office use and production print products for print professionals. Canon also delivers added value to customers through software, services and solutions.
In 2020, Canon expanded its hardware offerings by providing “imageRUNNER ADVANCE DX” with advanced scanning, security and cloud-based features.
Canon released the new product of 3 series 9 models in 2021 and expanded the lineup of the “imageRUNNER ADVANCE DX” series.
Canon is also providing a software named “uniFLOW Online” which enabled the new “imageRUNNER ADVANCE DX” to connect to cloud services. In addition to cloud integration and enhanced security, Canon has redesigned its flagship products to include scanning functions that efficiently digitize paper documents. In order to maintain and improve its competitiveness and respond to increasingly sophisticated customer demand, Canon will continue to strive to further enhance its product lineup in line with market trends, strengthen its ability to respond to solutions, and improve its sales capabilities.
In production printing, demand for quick delivery,
on-demand
printing and variable data printing is increasing. 13
As the new unit for the “imagePRESS C10010 VP/C9010 VP”, the flagship model in the “imagePRESS” series of production printers, Canon provided the “Inspection Unit A1”, which automates the inspection process, and the “Sensing Unit A1”, which automates image adjustment. This greatly reduces the time and effort required for inspection and recovery such as visual confirmation of printed images and reprinting of pages with poor output, contributing to stable print quality.
Regarding large-format inkjet printers, Canon offers the “imagePROGRAF PRO” series, which features newly developed
12-color
“LUCIA PRO ink” which significantly improves color reproduction and expression in dark areas to meet the high-quality image requirements of art professionals. Canon also offers the “imagePROGRAF TZ/TX/TM/TA” series, which is equipped with “LUCIA TD”, a five-color pigment ink that enables high-quality printing according to a variety of printing applications and paper suitability, for large-format printing needs, ranging from large-volume printing of drawings at design offices to CAD and poster printing at companies and stores. Canon also offers the ”imagePROGRAF GP” series which is equipped with fluorescent ink, the first in the industry, for brighter and softer color reproduction. For the
high-end
production inkjet market Canon offers industry-leading, continuous feed printers for massive print volumes at highest efficiency with highest-quality results in full color. The “ColorStream” Series inkjet press provides a modular and customizable offering with highest productivity and flexibility for color and monochrome production of transaction, TransPromo, direct mail, book and manual applications including security inks such as Magnetic ink character recognition (“MICR”) or invisible ink.
The “ProStream” Series is a unique breed of fast, high-productivity continuous feed inkjet presses combining the vibrant colors and productivity of offset with the variable-data versatility of digital printing.
As for cutsheet inkjet printers, Canon provides the “varioPRINT iX” series that has revolutionized the commercial printing business experience. It combines stunning image quality and a wide media range with the high productivity and attractive cost-efficiency of inkjet. The “varioPRINT iX” series press offers high uptime, reliability, and productivity to produce more in less time. It is ideal for printing companies who need predictable and fast production with minimal calibration and setup so that they can handle and fulfill any job based on the agreed turnaround time and price, resulting in more profit and more business for Canon’s customers.
In the large format and graphic arts market, Canon provides unique UV LED solutions under the Colorado and Arizona brands, targeting productivity combined with lowest cost of ownership to enable professional print providers to deliver a wealth of graphics and industrial applications to their customers.
best-in-class
Regarding inkjet printers, Canon offers a wide range of products to meet the various needs of its customers, based on its core technology Full-photolithography Inkjet Nozzle Engineering (“FINE”), which enables realization of high-speed printing and high-quality image at the same time.
Especially since the spread of
COVID-19
infections, the use of inkjet printers for home use has been rapidly increasing due to the diversification of work styles and learning methods. Canon has responded to these different customer needs with both Ink Cartridge Printers, with replaceable Ink Cartridges and Refillable Ink Tank Printers, with its built-in
ink tank which offers high productivity and low running costs. With these products, Canon provides powerful printing support for a variety of situations, from home work and study to business use. As for laser printers, there are concerns over lagging growth of the entire market affected by decrease in demand for printing, which is caused by changes in users printing behavior due to the prevalence of smartphones, cloud computing, etc. Canon has focused on expanding sales of high value-added products from mid to
high-end
class, especially for multifunction printers (“MFPs”). In response, Canon aims to increase sales volume and market share by enhancing competitiveness with even more focus on contractual business which engages with customers for a certain period, accompanied with leveraging technical innovation and so forth. 14
Since 2020, the market has been affected due to low office print usage driven by
COVID-19.
In contrast, low-mid
class of printers are in constant demand due to remote work and learn-from-home needs. The pandemic caused lockdowns in Southeast Asian countries where Canon has production facilities, which caused those facilities to see declines in operating capacity as well as a shortage of raw materials and parts. This has led to a temporary shortage of printer supplies. Canon will strive to ensure a stable supply of products by stable procurement of raw materials and parts and promoting parallel production.
- Imaging Business Unit –
Canon manufactures and markets digital cameras, as well as lenses and various related accessories.
In interchangeable lens digital cameras, Canon launched its most technologically advanced full-frame mirrorless camera, “EOS R3”, which was designed to meet the reliability and durability demands of professionals. The interchangeable lens digital camera market remains strong, driven by strong demand for high-resolution images and videos, by increases in personal consumption, and moreover driven by strong demand for “EOS R5” and “EOS R6” which have been highly acclaimed in the market since 2020. As a result, Canon has maintained a leading market share in digital interchangeable-lens cameras in terms of volume in the major regions/countries, such as the United States, Europe, China and Japan.
Canon aims to expand the imaging domains of interchangeable lens digital cameras, and believes there remains considerable room for future growth through development of new products based on technology such as higher picture quality, small and lightweight body and versatile movie/network functions.
state-of-the-art
Canon has announced eight new RF lenses for full-frame mirrorless cameras. Sales of RF lenses increased due to the synergistic effect with the EOS R series camera body. In the fourth quarter, Canon launched the “EOS VR SYSTEM” as a new virtual reality (“VR”) imaging production system which started with the “RF5.2mm F2.8 L Dual Fisheye” which is Canon’s optical solution to the many challenges that have troubled VR image makers for years.
As for compact digital cameras, while the overall market has been shrinking, Canon will continue to strengthen its premium lineup and strive to improve its profitability. Moreover, Canon is developing new camera genres, such as “PowerShot ZOOM” and “PowerShot PICK”, in order to discover new needs for ease of use and shooting in specific scenes.
In the compact photo printer market, Canon has endeavored to promote sales by capturing sales demand for printing at home even in the harsh environment of
COVID-19.
With its advantages, such as easy operation, portability, lab-quality
photo print, and durability, “SELPHY” has gained a strong market position in each region. Canon plans to tap into new customer demand and to maintain its lead in this market. The solution combining network cameras and video analytics software has expanded as a social infrastructure beyond security applications, and its market is growing steadily together with the cloud business. Sales of network cameras have been growing steadily with minimal impact on sales caused by
COVID-19.
In the midst of this pandemic, the need for monitoring congestion, due to the impact that congestion may have on the potential spread of disease, has become more apparent. Solutions that enable users to grasp the situation remotely and in real time, and combine video analytics software such as people counters, passer-by
counters with network cameras, have been introduced to medical facilities, educational institutions, resort areas, and large-scale events in various regions to ensure safety and security. For the advanced surveillance market such as port surveillance, the
“ML-105
EF” and “ML-100
M58” ultra-high sensitivity multipurpose cameras were launched globally to enhance the line-up
at the end of 2020 and in 2021. The ML-series,
despite its compact size, contributes to ensuring the security and research activities in dark places by taking advantage of ultra-high sensitivity, which allows the cameras to capture color video even in the dark, where it is difficult to recognize with the naked eye. 15
Canon acquired Axis communications in 2015 which is the industry leader in network video. In 2021, Canon presented several new products and innovations, including the (“SoC”) with an original design that supports image analysis using deep learning with a single camera, contributing to continued growth and strengthened position.
“ARTPEC-8”,
a new generation system-on-chip
For the industry to promote Digital Transformation (“DX”), Canon offers three new video solutions. (1) Canon has already begun providing Automated Guided Vehicle (“AGV”) manufacturers with “Vision-based Navigation Software”, a video content analytics software that includes “Visual SLAM technology”, which uses cameras to simultaneously estimate three-dimensional information, position and orientation of the surrounding environment. Canon aims to expand the range of applications beyond the logistics field. (2) In order to help automate various field tasks, Canon provides solutions that combine network cameras and the “Vision Edition” series of image processing software. (3) For the inspection of bridges and tunnels using image data, Canon has developed a tool to confirm image quality and provide a service to detect cracks using AI technology.
In the content creation market for films and dramas, OTT * services have expanded the market, and a large amount of high-quality content is required. In the news and broadcasting area, there is a demand for a system that can distribute news contents immediately and efficiently. In addition, with the rise of new types of content creators such as YouTubers, the trend in the market is undergoing a major change; there is a growing demand for “ease of handling” in addition to the image quality in order to cope with diverse shooting environments. To respond to these demands, Canon has introduced the “EOS C70”, a compact and lightweight digital cinema camera that delivers high image quality for filmmaking, the “CINE-SERVO lens” series supports a wide range of focal lengths with three lineups, and the “XF605”, a professional camcorder that supports functions for live streaming and immediate news delivery. Additionally, Canon introduced the
IP-based
remote camera system “CR-N500”,
“CR-N300”,
and “RC-IP100”
that enable multicamera control with a single operator. Most of large-scale sports and music events have been postponed due to
COVID-19,
but events have been resuming since the middle of 2021, including the launch of the Olympic and Paralympic Games Tokyo 2020, and this trend is expected to continue through 2022 especially in Europe and the United States. While investment in broadcasting equipment is on a recovery trend, Canon has introduced broadcast lenses, including the “UJ 122x”, the 4K long zoom broadcast lens.
Furthermore, in the area of video solutions, Canon will work to create business in “volumetric video”, which is expected to expand in the market, such as new video expression in sports broadcasting, entertainment, and commercials, data utilization in metaverse, and promotion of standardization.
Canon will continue to contribute to the development of image culture by responding to a wide range of professional needs in the field of image production by introducing products and solutions that reflect changes in market conditions.
* OTT stands for over the top. A media service that provides video content directly to viewers via the Internet, which has been provided by terrestrial broadcasting, satellites, cable television, etc.
- Medical Business Unit –
Canon markets diagnostic imaging systems, including Computed tomography (“CT”), Magnetic resonance imaging (“MRI”), ultrasound, and
X-ray
systems, as well as clinical laboratory systems and healthcare IT solutions, and provides them to customers in more than 150 countries and regions around the world, offering technology that enables early detection and fast diagnosis. Canon strives to help customers provide reliable, patient-friendly healthcare and achieve efficiency as well as cost reduction through its medical systems and services. 16
Canon continues to support medical professionals and other concerned parties that are striving to control
COVID-19
by offering total solutions for its diagnosis. For example, Canon helped the Diving World Cup secure the safety of the athletes and staff by setting up an on-site COVID-19
testing facility, and also supported cruise ship companies by installing COVID-19
RNA detection systems in the inspection cabin so that they can quickly test crews and passengers before boarding and during the voyage. In the CT systems business, the mainstay of Canon’s medical business units, Canon kept top share in the Japanese market. Canon introduced a new edition of
320-row
area detector CT system with super-resolution deep-learning reconstruction technology in Japan. Canon also acquired Canada’s Redlen Technologies Inc. (“Redlen”) as a wholly owned subsidiary which has a key detector technology for photon-counting CT (“PCCT”) scanner, expected to be the next generation of CT, which will enable Canon to accelerate the development of the next generation scanner and strengthen its systems business centered around CT. Canon is already working on a research project in collaboration with the National Cancer Center Japan Exploratory Oncology Research Clinical Trial Center and EAST Hospital to create PCCT technology toward its commercialization under the cooperative research agreements signed in July and November, 2020. Canon previously introduced a suite of Deep Learning and Machine Learning-based Advanced intelligent
Clear-IQ
Engine (“AiCE”) to CT, MRI, and Positron Emission Tomography-CT
(“PET-CT”),
and incorporated Deep Learning technology to support effective exam into premium ultrasound series in 2021. In the ophthalmic equipment business, Canon realized the industry’s widest (as of December 2021) field of view imaging with Optical Coherence Tomography (“OCT”) Angiography, which enables depiction of retinal blood vessels without using fluorescein, and stayed competitive in this growing but competitive OCT market segment.
By incorporating various strengths (such as precision mechanical design, processing technology, sensor technology, and image processing technology) and advancing synergy with Canon’s group technology among the development, manufacturing, and servicing of Canon’s medical equipment products, Canon continues to provide products with high added value that further contribute to the healthcare field.
In the medical components business, 2021 saw the restarts of economic activities in many countries with more and more people vaccinated, causing an increase in demand of consumer products which require semiconductor chips and other components, which led to the worldwide shortage of semiconductor and other components. Despite this negative impact, Canon managed to keep up production and supply of Digital Radiography (“DR”) products, an essential component of diagnostic mobile
X-ray
systems, which was still high in demand into 2021 for diagnosis and treatment of COVID-19
patients, and contributed to the professionals in the medical practice. - Industrial and Others Business Unit -
In the semiconductor lithography equipment market, although uncertainty in the timing of economic recovery from
COVID-19
and the intensification of trade friction had caused concerns primarily related to capital expenditure, such matters resulted in only minor impact to the market. Capital expenditures for lithography equipment, particularly for memory and logic device, remained strong in all segments. In the back-end
lithography systems market, demand for higher integration and thinner semiconductor chips increased, leading to increased capital expenditures for higher memory capacity using Through-Silicon Via (“TSV”) technology and wafer-level packaging. Responding to diversified semiconductor applications, Canon has established
“design-in”
business style, which enables customer needs to be reflected in the early stage of its product development process. As a result of its steady progress in developing value-added products, Canon offers a wide variety of products for Internet of Things (“IoT”) devices and automotive semiconductors, which are rapidly becoming more widespread. As for 17
memory productions, Canon is ready to expand its market share further through sale of the KrF scanner
“FPA-6300ES6a”
which realized the highest level of productivity and overlay, and by continuous upgrades of i-line
stepper “FPA-5550iZ2”.
In the i-line
segment, Canon will add the “FPA-3030i5a”
to its lineup, which is suitable to the manufacture of devices such as compound semiconductors and reduces the Cost of Ownership (“CoO”), which is an indicator of the total cost required to manufacture semiconductors. For
back-end
lithography equipment lineup, Canon has introduced the “FPA-8000iW”,
which offers both high resolution and compatibility with large square substrates. It meets the high productivity needs of Panel Level Packaging (“PLP”) which uses organic substrates to realize low power consumption for data center use Central Processing Units (“CPU”) and Graphics Processing Units (“GPU”). Canon is also preparing for the mass production of Nanoimprint semiconductor lithography equipment. The FPD lithography equipment market remained buoyant due to a combination of recovery from delays in installation due to the impact of demand. Capital investment by manufacturers has been steady, reflecting the tight supply of IT panels for PCs and tablets and TV panels, as well as expansion of applications such as foldable displays.
COVID-19
in 2020 and responses to market needs such as stay-at-home
The TV panel market, which is increasingly demanding thinner panels, is expected to grow in size, increase in 4K/8K resolution, and shift to high-quality displays such as OLED. Canon meets market needs with its “MPAsp-H1003T” compatible with G8 substrates that achieve high productivity by exposing high-quality 65 -inch panel. Also, in order to meet the demand for higher definition, which is indispensable for next generation display manufacturing, Canon will add the “MPAsp-E903T” for small and
medium-size
panels productions to its lineup. Canon will expand market share by continuingly meeting various panel production needs. In the OLED display manufacturing equipment market, Canon will not only work to maintain its overwhelming competitiveness in the field of small- and
medium-sized
panels, but also continue the development of equipment for large-sized panels. NET SALES BY SEGMENT
The following table presents Canon’s net sales by segment for each of the periods shown.
Years ended December 31 |
||||||||||||||||||||
2021 |
change |
2020 |
change |
2019 |
||||||||||||||||
(Millions of yen, except percentage data) |
||||||||||||||||||||
| Printing |
1,938,847 | 7.4 | % | 1,804,427 | -13.8 | % | 2,092,464 | |||||||||||||
| Imaging |
653,532 | 20.7 | 541,314 | -18.2 | 661,706 | |||||||||||||||
| Medical |
480,362 | 10.2 | 436,074 | -0.6 | 438,525 | |||||||||||||||
| Industrial and Others |
545,742 | 18.2 | 461,522 | -6.5 | 493,784 | |||||||||||||||
| Eliminations |
(105,126 | ) | — | (83,094 | ) | — | (93,180 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
3,513,357 | 11.2 | % | 3,160,243 | -12.1 | % | 3,593,299 | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Notes:
| 1. | Based on the realignment of Canon’s internal reporting and management structure, from 2021, Canon has changed the name and structure of segments from Office Business Unit, Imaging System Business Unit, Medical System Business Unit and Industry and Others Business Unit to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Major changes include moving Inkjet printers from Imaging System Business Unit to the Printing Business Unit, the same business unit as Office MFDs and Laser MFPs, and moving Network cameras from Industry and Others Business Unit to the Imaging Business Unit, the same business unit as Interchangeable-lens digital cameras. Net sales by segment for the fiscal years ended December 31, 2020 and 2019 also have been reclassified. |
18
NET SALES BY GEOGRAPHIC AREA
The following table presents Canon’s net sales by geographic area for each of the periods shown.
Years ended December 31 |
||||||||||||||||||||
2021 |
change |
2020 |
change |
2019 |
||||||||||||||||
(Millions of yen, except percentage data) |
||||||||||||||||||||
| Japan |
830,378 | 3.0 | % | 806,305 | -7.6 | % | 872,534 | |||||||||||||
| Americas |
968,839 | 13.7 | 852,451 | -17.2 | 1,029,078 | |||||||||||||||
| Europe |
894,898 | 12.5 | 795,616 | -9.8 | 882,480 | |||||||||||||||
| Asia and Oceania |
819,242 | 16.1 | 705,871 | -12.8 | 809,207 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
3,513,357 | 11.2 | % | 3,160,243 | -12.1 | % | 3,593,299 | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Seasonality
Canon’s sales for the fourth quarter are typically higher than for the other three quarters, mainly due to strong demand for consumer products, such as cameras and inkjet printers, during the
year-end
holiday season. In Japan, corporate demand for office products peaks in the first quarter, as many Japanese companies end their fiscal year 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, MFDs are sold directly to
end-users
by several subsidiaries such as Canon (UK) Ltd. in the United Kingdom and Canon France S.A.S. in France. 19
In Southeast Asia and Oceania, Canon sells its products through subsidiaries located in those areas. In addition, MFDs are sold directly to
end-users
in Australia by Canon Australia Pty. Ltd. For the medical business, CMSC sells its products directly or through regional marketing subsidiaries and distributors.
Canon also sells laser printers on an OEM basis to HP Inc. HP Inc. resells these printers under the “HP LaserJet Printers” name. During 2021 and 2020, OEM sales to HP Inc. constituted 11.6% and 11.4%, respectively, of Canon’s consolidated net sales.
Canon continues to enhance its distribution system by promoting the continuing education of its sales personnel and by optimizing inventory levels and business planning through weekly analysis of sales data.
Service
In Japan and overseas, product service is provided in part by independent retail outlets and designated service centers that receive technical training assistance from Canon. Canon also services its products directly.
Most of Canon’s business machines carry warranties of varying terms, depending upon the model and country of sale. Cameras and camera accessories carry warranties that vary depending upon the model and country of sale.
Canon services its office MFDs, and printers, and supplies replacement drums, parts, toner and paper. Most customers enter into a contract under which Canon offers consumables and parts as well as break fix activities in return mainly for a fixed amount in the contract plus a per copy charge. MFDs 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, and
X-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. For the service contracts of the products of the Medical Business Unit, customers pay stated fixed fees for the stand ready maintenance service. 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 RD 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:
| Kyocera Document Solutions Inc. |
Electrophotography | |
| Brother Industries, Ltd. |
Electrophotography and facsimile machines |
Canon has also entered into cross-licensing agreements with other major industry participants.
20
Companies with which Canon has entered into cross-licensing agreements include:
| HP Inc. |
Bubble jet printers | |
| 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 RD 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:
- Printing Business Unit -
The markets for this segment are highly competitive.
Canon’s primary competitors in the production print and business print market are Xerox Corporation ; FUJIFILM Business Innovation Corp. ; Ricoh Company, Ltd.; Konica Minolta Inc.; HP Inc.; and Lexmark International, Inc. Canon is one of the leading global manufacturers of office MFDs 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.
Canon’s primary competitors in the inkjet printer market are HP Inc., Seiko Epson Corporation and Brother Industries, Ltd.
- Imaging Business Unit –
Canon has continued to invest aggressively in competitive new products and intends to maintain its position in this market.
Canon’s primary competitors in the interchangeable-lens digital camera market are Sony Group Corporation and Nikon Corporation.
21
The mirrorless camera market is growing, especially the demand for professional and advanced amateur users is strong. Canon will work to further strengthen its lineup of EOS R System cameras and RF lenses to facilitate its aim of expanding its market share. 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.
As for network cameras, the market is competitive, and competition is driven by higher functional requirements and price pressure from customers. Canon’s primary competitors are Hangzhou 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.
- Medical Business Unit –
Canon’s primary competitors in the diagnostic medical imaging market are General Electric Company, Siemens Healthineers AG, Koninklijke Philips N.V., and FUJIFILM Corporation. Canon has also new competitors such as United Imaging Healthcare Co. Ltd., a Chinese vendor.
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 diagnoses. For example, Canon has developed several
world’s-first
technologies, such as an ultrahigh-resolution CT scanner with twice the spatial resolution in both the in-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. Canon will continue to bring the latest diagnostic imaging systems to the market. - Industrial and Others Business Unit -
Very severe competition continues in the markets for lithography equipment used in the production of semiconductor devices and 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, for semiconductor and FPD lithography equipment, and ASML Holding N.V., for semiconductor lithography equipment.
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 the i-line
has captured a large share of the global market, satisfying needs by quickly providing products which correspond to 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 in the industry-leading South Korean market. Canon’s sales and service support systems have also received high accolades from the customers in these markets. In the trend of demand expansion for 4K/8K displays and OLED panels, Canon believes it has also been meeting the needs of panel makers by continuously offering new products with high productivity and high resolution.
Environmental regulations
Canon is subject to a wide variety of laws, regulations, industry standards and global initiatives relating to energy and resource conservation, recycling, global warming, pollution prevention, pollution remediation and environmental health and safety. Some of the environmental laws, regulations, industry standards and global initiatives that affect Canon’s businesses are summarized below.
In line with the environmental initiatives discussed below, Canon has made, or may make, commitments that require the investment of significant effort, resources and management time. Circumstances may arise, including those beyond Canon’s control that may require Canon to revise these commitments or timelines for the achievement thereof.
22
1. |
Measures Addressing Global Climate Change |
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 aimed at transforming the world toward sustainable development, which are composed of 17 goals and 169 targets. The goals and targets cover a wide range of 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 was adopted in 2015 and entered into force in 2016. Subsequently, in order to limit the temperature rise to 1.5 degrees Celsius, EU member states and other major countries such as U.S., China, Japan and India declared to achieve
net-zero
CO2 emissions toward 2050 to 2070. Future governmental carbon neutral policies or regulations may affect Canon’s business operations, products, services, procurements and costs. Canon aims to achieve recycling, recycling-conscious design, designing smaller and lighter products and other various activities.
net-zero
CO2 emissions from its business activities by 2050 to realize carbon free society. Canon has established 2022-2025 Mid-Term
Environmental Goals and monitors its progress to be reported to the CEO for review on a yearly basis. Canon is implementing initiatives to achieve these goals, which focus on “Lifecycle CO2 emissions improvement index per product by average 3% improvement”, “Raw materials and usage CO2 emissions improvement index per product by average 3% improvement”, and “Improve energy consumption basic unit at operational sites by 1.2% (compared to the previous year)”. In 2021, Canon has improved to reduce its “Life Cycle CO2 emission” per product, which was an average improvement of 4.3% (2008—2021) and cumulative 42% as compared with 2008. Total volume of lifecycle CO2 emissions in 2021 was 7.6 million tons, which was verified by a third party in February 2022. For contributing to a circular economy, Canon promotes reductions in resource consumption, product-to-product
Canon has disclosed climate change-related information based on the Task Force on Climate-related Financial Disclosure (“TCFD”) framework set by the Climate Disclosure Standard Board (“CDSB”) and also has disclosed environmental impact information through its Canon Sustainability Report and a platform of the Carbon Disclosure Project (“CDP”).
Canon continues to pursue CO2 emission reductions both locally and globally through energy-efficient product design and improvement of logistics and factory operations.
2. |
Measures to Address the Circular Economy |
The movement toward the realization of the circular economy is also accelerating. In Europe, the new Circular Economy Action Plan was announced in 2020, and a road map of the regulations was presented. Information and Communication Technology (“ICT”) industry is one of the priority targets and new regulations on matters such as durability, reparability, reuse, and remanufacturing are anticipated. In addition, increasing public concern about
single-use
plastics, which are considered one of the causes of marine pollution, has led various countries to legislate to ban the use of single-use
plastics in packaging materials, and Japan to enact the “Plastic Resource Circulation Act”. Canon’s business activities will be subject to such regulations. 3. |
European Union Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“the RoHS Directive”) |
Under the RoHS Directive, from July 1, 2006, companies are 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 starting in July 2014. New subsidiary directive of the RoHS
23
Directive restricting an additional four substances, Bis
(2-ethylhexyl)
phthalate (“DEHP”), Butyl benzyl phthalate (“BBP”), Dibutyl phthalate (“DBP”) and Diisobutyl phthalate (“DIBP”), was published in June 2015, and these substances were restricted starting in July, 2019. In 2018, study for more additional restricted substances was started, and the preparatory study for the next recast of RoHS was started 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 and/or additional substances are restricted in the future, additional design changes may be required for Canon products, and cost of changing designs may increase total compliance costs. Similar chemical regulations have been enacted in various countries such as China, South Korea, India, UAE, EAEU and Saudi Arabia. 4. |
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. In addition, such information has to be registered on the new EU database called the “SCIP database” under Waste Framework Directive from January 2021. Canon has been disclosing necessary information through SCIP database since then. 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 continues to meet these existing and newly-added requirements under the REACH Regulation, and implementation of these requirements could increase Canon’s management costs.
5. |
The European Framework for the Setting of Requirements for Energy-Related Products (“ErP Directive”) |
The ErP Directive applies in Europe to all energy-using products, and implementing measures with respect to
off-mode
and standby mode and external power supplies were adopted in and have been applied since 2010. These measures were expanded in 2013 to include requirements for energy modes with “networked standby”. For imaging equipment, the industry made a public commitment to attain certain targets on environmentally conscious designs from 2012 by an industrial voluntary agreement (“VA”) and began implementation of the VA in 2011. The VA has been in the process of revision since 2019, and commitments may become tighter than ever from 2022, because the European authorities and NGOs are expected to require a stricter VA including resource efficiency-related criteria. In addition, many new or revised implementing measures (expanded both in scope and requirements) are now being 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. 6. |
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) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 13(r) requires
24
an issuer to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction.
Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by
non-U.S.
affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law. During the year ended December 31, 2021, the following Canon affiliate engaged in the transactions 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.
| • | CMSC, a wholly-owned Japanese subsidiary of Canon Inc., had indirect sales transactions through independent distributors in Istanbul, Turkey, Sharjah, United Arab Emirates and Tehran, Iran for computed 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 Ministry of Health and Medical Education. Total gross sales under these contracts during the year 2021 were approximately ¥721 million. 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, 2021 that requires disclosure in this report under Section 13(r) of the Exchange Act. Canon maintains policies and procedures designed to ensure that transactions, including transactions with Iranian counterparties, are conducted in accordance with applicable economic sanction laws and regulations.
In addition, CMSC has indirect sales of medical equipment to unaffiliated distributors in Japan, which distribute the equipment to hospitals in Syria through unaffiliated third parties. Canon does not have any direct agreements, commercial arrangements, or other contacts with the governments of Syria, or with entities controlled by those governments. Total net sales to Syria in the year ended December 2021 was
one-tenth
of one percent (0.1%) or less of Canon’s total consolidated net sales for that period. Canon does not believe the transactions with Syria are material, either individually or in the aggregate, in quantitative or in qualitative terms. 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, 2021, Canon Inc. had 329 consolidated subsidiaries and 10 affiliated companies accounted for by the equity method.
The following table lists the significant subsidiaries owned by Canon, all of which are consolidated as of December 31, 2021.
| Name of company |
Head office location |
Proportion of ownership interest owned |
Proportion of voting power held |
|||||||
| Canon Marketing Japan Inc. |
Tokyo, Japan | 57.8 | % | 58.5 | % | |||||
| Canon U.S.A., Inc. |
New York, U.S.A. | 100.0 | % | 100.0 | % | |||||
| Canon Europa N.V. |
Amstelveen, The Netherlands | 100.0 | % | 100.0 | % | |||||
| Canon Medical Systems Corporation |
Tochigi, Japan | 100.0 | % | 100.0 | % | |||||
D. Property, plants and equipment
Canon’s manufacturing is conducted primarily at 29 plants in Japan and 13 plants in other countries and regions. Canon owns all of the buildings and the land on which its plants are located, with the exception of
25
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, 2021 are as follows:
| Name and location |
Floor space (including leased space) |
Principal activities and products manufactured | ||||
Domestic |
(Thousands of square feet) |
|||||
| Headquarters, Tokyo |
2,564 | RD, corporate administration and other functions | ||||
| Canon Global Management Institute, Tokyo |
166 | Training and administration | ||||
| Kawasaki Office, Kanagawa |
1,882 | RD and manufacturing of production equipment and semiconductor devices; RD of laser printers and toner cartridges | ||||
| Kosugi Office, Kanagawa |
378 | Development of medical equipment, Human resources development training (except for technical training) | ||||
| Fuji-Susono Research Park, Shizuoka |
932 | RD in electrophotographic technologies | ||||
| Ayase Plant, Kanagawa |
394 | RD and manufacturing of semiconductor devices | ||||
| Hiratsuka Plant, Kanagawa |
916 | RD of display products and manufacturing of semiconductor devices | ||||
| Tamagawa Office, Kanagawa |
384 | Quality engineering | ||||
| Oita Plant, Oita |
475 | Manufacturing of semiconductor devices | ||||
| Yako Office, Kanagawa |
906 | Development of inkjet printers, inkjet chemical products | ||||
| Utsunomiya Office, Tochigi |
2,764 | Manufacturing of interchangeable lenses and other applications, RD in optical technologies, development and sales of broadcasting equipment, RD, manufacturing, sales and servicing of semiconductor lithography equipment | ||||
| Toride Plant, Ibaraki |
2,857 | RD in electrophotographic technologies, mass-production trials and supports; manufacturing of office MFDs, chemical products; training of manufacturing | ||||
| Ami Plant, Ibaraki |
962 | Manufacturing of FPD production-related equipment | ||||
| Canon Electronics Inc., Tokyo, Saitama and Gunma |
1,310 | Magnetic/business machine components, document scanners and handy terminals | ||||
| Canon Finetech Nisca Inc., Saitama, Ibaraki and Yamanashi |
1,106 | Development, production and sales of office MFDs peripherals, printers, DC motors | ||||
| Canon Precision Inc., Aomori |
1,591 | Micromotors, production of toner cartridges and sensors | ||||
26
| Name and location |
Floor space (including leased space) |
Principal activities and products manufactured | ||||
Domestic |
(Thousands of square feet) |
|||||
| Canon Optron Inc., Ibaraki |
144 | Optical crystals (cameras, telescopes) and vapor deposition materials | ||||
| Canon Chemicals Inc., Ibaraki |
1,907 | Toner cartridges, advanced-function parts, plastic precision-molded parts and metal molds | ||||
| Canon Components, Inc., Saitama |
712 | Image sensor units, Printed Circuit Boards (“PCB”), inkjet cartridges and medical equipment | ||||
| Oita Canon Inc., Oita |
2,095 | Interchangeable-lens digital cameras, interchangeable lenses and digital camcorders | ||||
| Nagahama Canon Inc., Shiga |
1,095 | Laser printers, toner cartridges, A-Si drums and semiconductor production-related equipment | ||||
| Oita Canon Materials Inc., Oita |
3,074 | Chemical products for MFDs and printers | ||||
| Ueno Canon Materials Inc., Mie |
654 | Chemical products for MFDs and printers | ||||
| Fukushima Canon Inc., Fukushima |
1,310 | Inkjet printers, print heads, ink tanks and analysis of software | ||||
| Canon Semiconductor Equipment Inc., Ibaraki |
241 | Development and production of semiconductor production-related equipment | ||||
| Canon Ecology Industry Inc., Ibaraki |
1,463 | Recycling of toner cartridges, repair and recycling of office MFDs | ||||
| Fukui Canon Materials Inc., Fukui |
192 | OPC raw stock, material for optics and high water-repellent material | ||||
| Miyazaki Canon Inc., Miyazaki |
652 | Interchangeable-lens digital cameras and electronics packaging | ||||
| Canon Mold Co., Ltd., Ibaraki |
408 | Design and production of precise plastic molds | ||||
| Canon ANELVA Corporation, Kanagawa and Yamanashi |
745 | Development, production, sales and maintenance of semiconductor, electronic and RD equipment | ||||
| Canon Machinery Inc., Shiga |
676 | Semiconductor and precision automation equipment | ||||
| Canon Tokki Corporation, Niigata and Kanagawa |
375 | OLED display manufacturing equipment, thin-film photovoltaic cell manufacturing equipment and vacuum process equipment | ||||
| Nagasaki Canon Inc., Nagasaki |
477 | Digital cameras | ||||
| Canon Medical Systems Corporation, Tochigi |
1,424 | Development, manufacturing, sales and technical services of medical equipment | ||||
27
| Name and location |
Floor space (including leased space) |
Principal activities and products manufactured | ||||
Domestic |
(Thousands of square feet) |
|||||
| Canon Electron Tubes Devices Corporation, Tochigi |
357 | Development, manufacturing and sales of electron tubes and 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 |
348 | Production and remanufacturing of office MFDs, refilling of toner cartridges, refurbishing of semiconductor lithography equipment | ||||
| Canon Bretagne S.A.S., Liffre, France |
505 | Manufacturing and recycling of toner cartridges, PCB assembly, packaging, after sales service | ||||
| Canon Production Printing Netherlands B.V., Venlo, the Netherlands |
2,347 | RD, manufacturing, sales and distribution of large format printing systems, display graphics printing systems, mid- and high- volume office MFDs, sheet-fed printing systems, ancillary equipment, software, consumables | ||||
| Americas |
||||||
| Canon Virginia, Inc., Virginia, U.S. |
1,546 | Production of toner cartridges , toner for MFDs and printers, molding dies, service and support for Canon sales companies (repair of cameras, remanufacturing and repair office MFDs) | ||||
| Asia |
||||||
| Canon Inc., Taiwan, Taiwan |
1,597 | Interchangeable-lens digital cameras, network cameras, interchangeable lenses, camera accessories, precision-metal molds and others | ||||
| Canon Opto (Malaysia) Sdn. Bhd., Selangor, Malaysia |
611 | Interchangeable lenses, optical lenses and others | ||||
| Canon Dalian Business Machines, Inc., Dalian, China |
1,721 | Production and recycling of toner cartridges, production of laser printer units, design and production of precision molds and tools | ||||
| Canon Prachinburi (Thailand) Ltd., Prachinburi, Thailand |
1,268 | Office MFDs | ||||
| Canon Hi-Tech (Thailand) Ltd., Ayutthaya and Nakohon Ratchasima, Thailand |
3,270 | Inkjet printers and office MFDs | ||||
28
| Name and location |
Floor space (including leased space) |
Principal activities and products manufactured | ||||
Overseas |
(Thousands of square feet) |
|||||
| Canon Zhongshan Business Machines Co., Ltd., Zhongshan, China |
52 | Laser printers | ||||
| Canon Vietnam Co., Ltd., Hanoi, Vietnam |
3,369 | Inkjet printers, laser printers, office MFDs, image scanners and contact image sensors | ||||
| Canon (Suzhou) Inc., Suzhou, China |
1,528 | Office MFDs and laser printers | ||||
| 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 |
||
| Canon Inc., Hiratsuka Plant, Kanagawa |
New production base (Manufacturing of semiconductor devices) | |
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 office MFDs, laser printers, inkjet printers, cameras, medical equipment and 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 four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial and Others Business Unit.
Economic environment
Looking back at 2021, the global economy continued to recover as movement restrictions were gradually eased and the rollout of vaccines worldwide encouraged resumption of economic activities. However, production
29
activity stagnated due to a resurgence of
COVID-19
infections. In addition, the global shortage of semiconductor chips and the disruption in logistic and distribution channels due to high demand became a serious issue in the second half of the year. In the United States, economic recovery advanced as a result of the increased personal consumption and expansion of capital investment through economic measures. In Europe, restrictions on economic activities were eased in each country, with increasing personal consumption and expansion of capital investment leading to a steady economic recovery. In China, personal consumption and exports continued to grow steadily despite sluggish infrastructure investment. In other emerging countries, economic recovery was modest due to stagnant economic activity caused by the spread of COVID-19
infections, mainly in India and Southeast Asia. In Japan, economic recovery remained moderate due to the prolonged State of Emergency. Market environment
Amid these conditions, in the markets in which Canon operates, demand for products remained solid, despite the impact of the shortage of semiconductor chips in the second half of the year. Demand for office MFDs continued to recover. For laser printers, demand remained at the same level as the previous year. For inkjet printers, demand in home use remained solid. For cameras, demand remained solid, mainly in mirrorless cameras. For medical equipment, despite delays in the installation of medical devices in some areas due to the resurgence of
COVID-19
infections, recovery continued thanks to the return of routine examinations at medical institutions compared with the previous year, in which COVID-19
testing was prioritized. For lithography equipment, demand for semiconductor lithography equipment continued amid favorable market conditions and FPD lithography equipment remained solid. The average value of the yen for the year was ¥109.93 against the U.S. dollar, a depreciation of approximately ¥3, and ¥129.94 against the euro, a depreciation of approximately ¥8.
year-on-year
year-on-year
Summary of operations
Summarized results of Income statement for 2021 and 2020 are as follows:
2021 |
Change |
2020 |
||||||||||
(Millions of yen, except per share |
||||||||||||
amounts and percentage data) |
||||||||||||
| Net sales |
3,513,357 | +11.2 | % | 3,160,243 | ||||||||
| Gross profit |
1,627,792 | +18.3 | 1,375,868 | |||||||||
| Operating expenses |
1,345,874 | +6.4 | 1,265,321 | |||||||||
| Operating profit |
281,918 | +155.0 | 110,547 | |||||||||
| Other income (deductions) |
20,788 | +5.3 | 19,733 | |||||||||
| Income before income taxes |
302,706 | +132.4 | 130,280 | |||||||||
| Net income attributable to Canon Inc. |
214,718 | +157.7 | 83,318 | |||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||||||
| Basic |
205.35 | +158.7 | 79.37 | |||||||||
| Diluted |
205.29 | +158.7 | 79.35 | |||||||||
Note: See notes to Item 3A “Selected Financial Data”.
In 2021, unit sales of office MFDs were above those of the previous year, despite the shortage of semiconductor chips in the second half of the year. Sales of services and consumables moderately recovered due to the gradual increase in employees returning to the office and resulting demand for related services and consumables. As for the Prosumer consisting of laser printers and inkjet printers, unit sales were below those of the previous year due to the stagnation of production activity resulting from a resurgence of
COVID-19
infections in Southeast Asia. However, unit of sales of laser printer consumables increased significantly compared with the previous year, during which demand had decreased. For interchangeable-lens digital cameras, 30
unit sales remained at around the same level as the previous year due to the shortage of semiconductor chips, despite continued strong sales of full-frame mirrorless cameras. As for network cameras, which are being used in a growing range of applications, sales increased due to the strengthening of sales activities. For medical equipment, sales increased mainly in Japan and North America due to strong sales of CT systems and diagnostic ultrasound systems as a result of recovering demand in key markets and government’s support for medical institutions. While unit sales for semiconductor lithography equipment remained solid, unit sales for FPD lithography equipment were significantly above those of the previous year, when equipment installation stagnated due to circumstances related to to ¥3,513,357 million. Gross profit to net sales ratio increased by 2.8 points to 46.3%, due to recovery of services and consumables, increase in prices, expansion of highly profitable products and currency exchange rate fluctuations, despite the increase of cost due to higher prices of semiconductor chips and resin materials. Gross profit for the year increased by 18.3% to ¥1,627,792 million. Operating expenses increased by 6.4% to ¥1,345,874 million, mainly due to the increase of payroll cost, advertising cost, forwarding cost and RD cost as a result of a rebound from the previous year, when sales activities were severely restricted due to the spread of to ¥281,918 million. Other income (deductions) increased by ¥1,055 million to ¥20,788 million, due to such factors as valuation gain on securities, while income before income taxes increased by 132.4% to ¥302,706 million and net income attributable to Canon Inc. increased by 157.7% to ¥214,718 million. Basic net income attributable to Canon Inc. shareholders per share was ¥205.35 for the year, a increase of ¥125.98.
COVID-19.
Under these conditions, net sales for the year increased by 11.2% year-on-year
year-on-year
year-on-year
COVID-19
and currency exchange rate fluctuations. However, operating expense percentage improved significantly from 40.0% to 38.3% thanks to the results of structural reform and group-wide improvements in productivity. As a result, operating profit increased by 155.0% year-on-year
year-on-year
year-on-year
year-on-year
year-on-year
Summarized results of Balance sheet for 2021 and 2020 are as follows:
2021 |
Change |
2020 |
||||||||||
(Millions of yen, except per share amounts and percentage data) |
||||||||||||
| Total assets |
4,750,888 | 125,274 | 4,625,614 | |||||||||
| Total liabilities |
1,652,459 | (189,114 | ) | 1,841,573 | ||||||||
| Canon Inc. shareholders’ equity |
2,873,773 | 298,742 | 2,575,031 | |||||||||
| Noncontrolling interests |
224,656 | 15,646 | 209,010 | |||||||||
| Total equity |
3,098,429 | 314,388 | 2,784,041 | |||||||||
| Total liabilities and equity |
4,750,888 | 125,274 | 4,625,614 | |||||||||
| Canon Inc. shareholders’ equity as a percentage of total assets |
60.5 | % | 4.8 | % | 55.7 | % | ||||||
Total assets increased by ¥125,274 million to ¥4,750,888 million at December 31, 2021, compared with the end of previous year, mainly due to an increase of inventories resulting from difficulty in procuring parts and recovery production to supplement product supply due to reduced operating rates at production sites, and an increase of goodwill due to the acquisition of Redlen which play an important role in PCCT development. In addition, under the new five-year management plan, Phase VI, of the “Excellent Global Corporation Plan” which started from 2021, Canon regards thorough cash flow management as one of its priority items, and is reinforcing its financial health. In 2021, under management plan, Canon is comprised of the refinancing and the repayment of loans which was provided for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation) resulting in the decrease of long-term loans by ¥170.0 billion. Under these conditions, total liabilities decreased by ¥189,114 million to ¥1,652,459 million at December 31, 2021, compared with the end of previous year, mainly due to a decrease of short-term loans and current portion of long-term debt. Total equity increased by ¥314,388 million to ¥3,098,429 million at December 31, 2021, compared with the end of previous year, mainly due to an increase in retained earnings resulting from a significant increase in profit and an increase in accumulated other comprehensive income due to the depreciation of the yen. Under these conditions, Canon Inc. shareholders’ equity as a percentage of total assets increased by 4.8 points to 60.5%.
31
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
2021 |
2020 |
2019 |
2018 |
2017 |
||||||||||||||||
| Net sales (Millions of yen) |
3,513,357 | 3,160,243 | 3,593,299 | 3,951,937 | 4,080,015 | |||||||||||||||
| Gross profit to net sales ratio |
46.3 | % | 43.5 | % | 44.8 | % | 46.4 | % | 48.8 | % | ||||||||||
| RD expense to net sales ratio |
8.2 | % | 8.6 | % | 8.3 | % | 8.0 | % | 8.2 | % | ||||||||||
| Operating profit to net sales ratio |
8.0 | % | 3.5 | % | 4.9 | % | 8.7 | % | 7.9 | % | ||||||||||
| Income before income taxes to net sales ratio |
8.6 | % | 4.1 | % | 5.4 | % | 9.2 | % | 8.7 | % | ||||||||||
| Inventory turnover measured in days |
66 days | 60 days | 59 days | 56 days | 49 days | |||||||||||||||
| Debt to total assets ratio |
6.8 | % | 10.9 | % | 10.8 | % | 8.2 | % | 10.2 | % | ||||||||||
| Canon Inc. shareholders’ equity to total assets ratio |
60.5 | % | 55.7 | % | 56.3 | % | 57.5 | % | 55.1 | % | ||||||||||
Notes:
| 1. | See notes to Item 3A “Selected Financial Data”. |
Net sales and profit ratio
As Canon pursues the goal to become a truly excellent global corporation, 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 product to be important for the purpose of assessing Canon’s sales performance in various products, taking into account recent market trends.
Gross profit to net sales ratio is another KPI for Canon. Under the basic policy of Phase VI, Canon has been consistently strengthening business competitiveness and striving to provide highly profitable products with price competitiveness. Furthermore, Canon promotes cost reduction initiatives across the Canon Group through
in-house
production and automation of assembly processes which integrate the three functions of design, production technology and manufacturing. Canon will continue to actively take these measures to improve Canon’s gross profit to net sales ratio. Operating profit to net sales ratio, income before income taxes to net sales ratio, and RD 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 RD 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.
32
Inventory turnover measured in days is a KPI because it measures the efficiency of supply chain management. Inventories have inherent risks of becoming obsolete, physically damaged or otherwise decreasing significantly in value, which may adversely affect Canon’s operating results. To mitigate these risks, management believes that it is crucial to continue reducing 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.
work-in-process
The debt to total assets ratio is also 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 RD, manufacturing and sales. Therefore, management believes that it is important to have sufficient financial strength. Canon will continue to reduce its dependency on external funds for capital investments in favor of generating the necessary funds from its own operations.
Canon Inc. shareholders’ equity to total assets ratio is another KPI for Canon. Canon believes that its shareholders’ equity to total assets ratio measures its long-term sustainability. Canon also believes that achieving a high or rising 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 shareholders’ equity ratio will enable Canon to maintain a high level of stable investments for its future operations and development. As Canon puts strong emphasis on its RD activities, management believes that it is important to maintain a stable financial base and, accordingly, a high level of its 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. In addition, new waves of
COVID-19
infections are being seen in some regions, and it is still difficult to predict when COVID-19
will be brought under control. However, each country and region continues to pursue infection control and accelerate economic activities. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment triggered by COVID-19.
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 through the sale of products of the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial and Others Unit, supplies and related services under separate contractual arrangements. Revenue is recognized when, or as, control of promised goods or services transfers to customers in an amount that reflects the consideration to which Canon expects to be entitled in exchange for transferring these goods or services.
Revenue from sales of products of the Printing Business Unit, such as office MFDs, laser printers and inkjet printers, and the Imaging Business Unit, such as digital cameras, is primarily recognized upon shipment or delivery, depending upon when the customer obtains controls of these products.
Revenue from sales of equipment of the Medical Business Unit and the Industrial and Others Business Unit that are sold with customer acceptance provisions related to their functionality including certain medical equipment such as CT systems and MRI systems, and lithography equipment such as semiconductor and FPD lithography equipment, is recognized when the equipment is installed at the customer site and the agreed-upon specifications are objectively satisfied and confirmed.
33
Most of Canon’s service revenue is generated from maintenance service in the products of the Printing Business Unit and the Medical Business Unit which is recognized over time. For the service contracts of the products of the Printing Business Unit, the customer typically pays a variable amount based on usage, a stated fixed fee or a stated base fee plus a variable amount which frequently include the provision of consumables as well as break fix activities. The majority portion of service revenue from the products of the Printing Business Unit is recognized as billed since the invoiced amount directly correlates with the value to the customer of the underlying performance obligation to date. For the service contracts of the products of the Medical Business Unit, the customer typically pays a stated fixed fee for the stand ready maintenance service and revenue is recognized ratably over the contract period.
The majority of service arrangements for the products of the Printing Business Unit are executed in combination with related products. Transaction prices for products and services need to be allocated to each performance obligation on a relative standalone selling price basis where judgements are required. Canon estimates the standalone selling price using a range of prices that would meet the allocation objective based on all the information that is reasonably available including market conditions and other observable inputs. If transaction prices of the product or service contracts are not within the acceptable range, then the revenue is subject to allocation based on the estimated standalone selling prices. Canon recognizes the incremental costs of obtaining a contract as an expense when related products of the Printing Business Unit are sold.
Revenue from sales of certain industrial equipment which do not have alternative use and for which Canon has enforceable right to payment to the customers for the performance completed to date is recognized over time with progress towards completion measured using the cost based input method as the basis to recognize revenue and an estimated margin. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become evident. Changes in job performance, job conditions, estimated margin and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include, production efficiencies, availability and costs of labor and materials. These factors can impact the accuracy of Canon’s estimates and materially impact future reported revenue and cost of sales.
The transaction prices that Canon is entitled to receive in exchange for transferring goods or services to the customer include certain forms of variable consideration, including product discounts, customer promotions and volume-based rebates mainly for the products of the Imaging Business Unit, which are sold predominantly through distributors and retailers. Canon includes estimated amounts in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable considerations are estimated based upon historical trends and other known factors at the time of sale, and are subsequently adjusted in each period based on current information. In addition, Canon may provide a right of return on its products for a short time period after a sale. These rights are accounted for as variable consideration when determining the transaction price, and accordingly Canon recognizes revenue based on the estimated amount to which Canon expects to be entitled after considering expected returns.
Taxes collected from customers and remitted to governmental authorities are excluded from revenues in the consolidated statements of income.
Allowance for credit losses
Allowance for credit losses for trade and finance receivables is maintained for all customers based on ASC 326 “Financial Instruments—Credit Losses”, considering various 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
34
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.
Valuation of inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the average method for domestic inventories and principally the
first-in,
first-out
method for overseas inventories. Net 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 net 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 sum of 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.
Lease
As for lessor accounting, Canon provides leasing arrangement to its customers primarily for the sale of office products. Revenue from the sale of these products under sales-type leases is recognized at the inception of the lease. Interest 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 product leases are bundled with maintenance contracts, revenue is allocated based upon the estimated standalone selling prices of the lease and
non-lease
components. Lease components generally include product and financing while non-lease
components generally consist of maintenance contracts and supplies. Some of the contracts include options to extend or to terminate the lease. Canon takes such options into account to determine the lease term when it is reasonably certain that the customers will exercise these options. The majority of Canon’s lease contracts do not contain bargain purchase options for their customers. As for lessee accounting, Canon has operating and finance leases for various assets including office buildings, warehouses, employees’ accommodations, and vehicles. Canon determines if an arrangement is a lease at the inception of each contract. Some of the contracts include options to extend or to terminate the lease. Canon takes such options into accounts to determine the lease term when it is reasonably certain that it will exercise these options. Canon’s lease arrangements do not contain material residual value guarantees or material restrictive covenants. As a rate implicit in most of Canon’s leases cannot be determined, Canon uses incremental borrowing rate based on the information available at commencement to determine the present values of lease payments. Canon has lease contracts with lease and
non-lease
components, which are accounted for separately. Canon allocates the consideration in the lease contract to the lease and non-lease
components based upon the estimated standalone prices. Costs associated with operating lease assets are recognized on a straight-line basis over the term of the lease. 35
Business combinations
Acquisitions are 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. 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 recognizes an impairment charge in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting 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 2021 and determined that there were no reporting units that were at risk of failing the impairment test as the fair value of each reporting unit substantially exceeded its respective carrying amount. However, with regard to goodwill attributed to the Medical Reporting Unit, fair values in excess of reported carrying values as a percentage is lower than other reporting units. As a result, a future reduction in cash flows of the related business, could trigger an impairment. The goodwill related to this reporting unit as of December 31, 2021 is ¥537,183 million. Future cash flows for the Medical Reporting Unit were based on a
mid-term
management plan that considered the future market growth of medical equipment and growth in geographies where Canon operates its medical business. Intangible assets with finite useful lives consist primarily of software, trademarks, patents and developed technology, license fees and customer relationships, which are amortized using the straight-line method. The estimated useful lives of software are from 3 years to 8 years, trademarks are 15 years, patents and developed technology are from 5 years to 21 years, license fees are 8 years, and customer relationships are from 7 years to 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 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.
36
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 2021, Canon estimated a weighted-average discount rate used to determine benefit obligations of 0.5% for Japanese plans and 1.5% for foreign plans and a weighted-average expected long-term rate of return on plan assets of 3.0% for Japanese plans and 4.4% for foreign plans. In estimating the discount rate, Canon uses available information about rates of return on high-quality fixed-income government and corporate bonds currently available and expected to be available during the period to the maturity of the pension benefits. Canon establishes the expected long-term rate of return on plan assets based on management’s expectations of the long-term return of the various plan asset categories in which it invests. Management develops expectations with respect to each plan asset category based on actual historical returns and its current expectations for future returns.
Decreases in discount rates lead to increases in actuarial pension benefit obligations which, in turn, could lead to an increase in service cost and amortization cost through amortization of actuarial gain or loss, a decrease in interest cost, and vice versa. For 2021, a decrease of 50 basis points in the discount rate increases the projected benefit obligation by approximately ¥96,008 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 2021, a decrease of 50 basis points in the expected long-term rate of return on plan assets would increase approximately ¥5,758 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 deferred amount 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 an accumulated other comprehensive income (loss), net of tax.
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, and are included in other noncurrent liabilities in the consolidated balance sheets. Such liabilities are adjusted as further information develops or circumstances change. Costs of future obligations are not discounted to their present values.
Recently Issued Accounting Guidance
Please refer to Note 1 of the Notes to Consolidated Financial Statements.
37
Consolidated results of operations
2021 compared with 2020
Summarized results of operations for 2021 and 2020 are as follows:
2021 |
Change |
2020 |
||||||||||
(Millions of yen, except per share |
||||||||||||
amounts and percentage data) |
||||||||||||
| Net sales |
||||||||||||
| Products and Equipment |
2,804,680 | +12.6 | % | 2,489,829 | ||||||||
| Services |
708,677 | +5.7 | 670,414 | |||||||||
| |
|
|
|
|
|
|||||||
| 3,513,357 | +11.2 | 3,160,243 | ||||||||||
| Operating profit |
281,918 | +155.0 | 110,547 | |||||||||
| Income before income taxes |
302,706 | +132.4 | 130,280 | |||||||||
| Net income attributable to Canon Inc. |
214,718 | +157.7 | 83,318 | |||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||||||
| Basic |
205.35 | +158.7 | 79.37 | |||||||||
| Diluted |
205.29 | +158.7 | 79.35 | |||||||||
Note: See notes to Item 3A “Selected Financial Data”.
Sales
In the current business term, on a global basis, the economic recovery continued. In such an environment, although production activity stagnated due to a resurgence of increase of 12.6%, while net sales of services totaled ¥708,677 million, a increase of 5.7%.
COVID-19
infections and a shortage of semiconductor chips, Canon’s consolidated net sales in 2021 totaled ¥3,513,357 million, an increase of 11.2% from the previous year largely due to a recovery of demand in each segment. Net sales of products and equipment totaled ¥2,804,680 million, a year-on-year
year-on-year
Overseas operations are significant to Canon’s operating results and generated 76.4% of total net sales in 2021. Such sales are denominated in the applicable local currencies 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 ¥109.93 against the U.S. dollar, a depreciation of approximately ¥3, and ¥129.94 against the euro, a depreciation of approximately ¥8. The effects of foreign exchange rate fluctuations positively affected net sales by approximately ¥110,830 million in 2021. This favorable impact consisted of approximately ¥38,624 million of favorable impact for the U.S. dollar denominated sales and favorable impact of ¥47,967 million for the euro denominated sales, and favorable impact of ¥24,239 million for other foreign currency denominated sales.
year-on-year
year-on-year
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. In 2021, Canon promoted cost reduction such as a common platform of office MFDs, although Canon was affected by rising prices of parts and
38
materials, mainly semiconductor chips and resin materials, as well as by rising transportation costs due to the high demand for international freight transport. Under these conditions, the ratios of cost of sales to net sales for 2021 and 2020 were 53.7% and 56.5%, respectively. Cost of sales as a percentage of net sales decreased by 2.8 points.
Gross profit
Canon’s gross profit in 2021 increased by 18.3% to ¥1,627,792 million from 2020. The gross profit to net sales ratio also increased by 2.8 points to 46.3%. The increase in the gross profit and gross profit to net sales ratio were mainly due to the cost reduction mentioned above, recovery of services and consumables due to a recovery in office occupancy rates, maintained levels of sales volumes and price levels for the EOS R5 and EOS R6 full-frame mirrorless cameras, expansion of the lineup to 26 lenses through the addition of 8 new products of
RF-series
interchangeable lenses which is a dedicated lens for full-frame mirrorless cameras and currency exchange rate fluctuations. Operating expenses
The major components of operating expenses are payroll, RD, advertising expenses and other marketing expenses. Operating expenses in 2021 increased by 6.4% year on year to ¥1,345,874 million, mainly due to a rebound from the previous year, when sales activities were severely restricted due to the spread of
COVID-19
infections and currency exchange rate fluctuations. However, operating expenses as a percentage of net sales decreased by 1.7 points to 38.3% due to the promotion of structural reform of sales organizations, as well as reducing business trips through the use of video conferencing systems. As a result, Canon managed to appropriately control expenses in response to the growth in net sales and to control the growth of expenses. Operating profit
Operating profit in 2021 increased by 155.0% from 2020 to a total of ¥281,918 million. The operating profit to net sales ratio increased by 4.5 points to 8.0% from 2020.
Other income (deductions)
Other income (deductions) for 2021 was ¥20,788 million, an increase of ¥1,055 million from 2020 mainly due to such factors as valuation gain on securities.
Income before income taxes
Income before income taxes in 2021 was ¥302,706 million, an increase of 132.4% from 2020, and constituted 8.6% of net sales.
Income taxes
Income taxes in 2021 increased by ¥37,529 million from 2020. The effective tax rate for 2021 was 23.7%, which was lower than the statutory tax rate in Japan. This resulted from a combination of factors such as the increase in tax credits of RD expenses, the lower effective tax rates at foreign subsidiaries compared to the statutory tax rate in Japan and the reversal of the valuation allowances recognized by foreign subsidiaries owing to the improvement of the entities’ profitability.
Net income attributable to Canon Inc.
As a result, net income attributable to Canon Inc. in 2021 increased by 157.7% to ¥214,718 million, which represents 6.1% of net sales. Net income attributable to Canon Inc. as a percentage of net sales increased by 2.6 points from 2019 before
COVID-19
infections due to the structural reform and measures to improve profitability. 39
Segment information
Canon operates four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial and Others Business Unit.
| • | The Printing Business Unit mainly includes office MFDs, document solutions, laser MFPs, laser printers, inkjet printers, image scanners, calculators, digital continuous feed presses, digital sheet-fed presses and large format printers. |
| • | The Imaging Business Unit mainly includes interchangeable-lens digital cameras, interchangeable lenses, digital compact cameras, compact photo printers, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and multimedia projectors. |
| • | The Medical Business Unit mainly includes CT systems, diagnostic ultrasound systems, diagnostic X-ray systems, MRI systems, clinical chemistry analyzers, digital radiography systems and ophthalmic equipment. |
| • | The Industrial and Others Business Unit mainly includes semiconductor lithography equipment, FPD lithography equipment, OLED display manufacturing equipment, vacuum thin-film deposition equipment, die bonders, handy terminals and document scanners. |
Operating results by segment
Please refer to the table of sales by segment in Note 23 of the Notes to Consolidated Financial Statements.
Canon’s sales by segment are summarized as follows:
2021 |
Change |
2020 |
||||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Printing |
1,938,847 | +7.4 | % | 1,804,427 | ||||||||
| Imaging |
653,532 | +20.7 | 541,314 | |||||||||
| Medical |
480,362 | +10.2 | 436,074 | |||||||||
| Industrial and Others |
545,742 | +18.2 | 461,522 | |||||||||
| Eliminations |
(105,126 | ) | — | (83,094 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Total |
3,513,357 | +11.2 | % | 3,160,243 | ||||||||
| |
|
|
|
|
|
|||||||
| Note: | From 2021, Canon has changed the name and structure of segments to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Sales by segment amounts for the year ended 2020 also have been reclassified. |
Printing Business Unit |
2021 |
Change |
2020 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Office |
756,366 | +4.7 | % | 722,480 | ||||||||
| Prosumer |
889,091 | +7.4 | 828,198 | |||||||||
| Production |
288,555 | +15.3 | 250,220 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
1,934,012 | +7.4 | 1,800,898 | |||||||||
| Intersegment |
4,835 | +37.0 | 3,529 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
1,938,847 | +7.4 | 1,804,427 | |||||||||
| Operating cost and expenses |
1,713,154 | +3.4 | 1,657,319 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
225,693 | +53.4 | 147,108 | |||||||||
| Income before income taxes |
232,952 | +53.1 | 152,184 | |||||||||
Within the Printing Business Unit, unit sales of office MFDs increased compared with the previous year as the imageRUNNER ADVANCE DX series saw solid demand and demand for MFDs continued to recover
40
despite the shortage of semiconductor chips. Sales of services and consumables increased due to a recovery in office occupancy rates. For equipment in the production printing market, the varioPRINT iX series of high-speed increase of 7.4%, while income before income taxes increased by 53.1% to ¥232,952 million.
sheet-fed
color inkjet presses earned favorable reviews, and sales of services and consumables increased due to the recovery. As for laser printers, unit sales decreased compared with the previous year due to stagnation of production activity resulting from the resurgence of COVID-19
infections in Southeast Asia. However, sales of consumables increased significantly compared with the previous year, during which time demand had decreased. For inkjet printers, unit sales were below those of the previous year due to stagnation of production activity in Southeast Asia. However, unit sales of refillable ink tank printers were above those of the previous year due to solid global demand. Total sales were above those of the previous year due to a focus on higher-priced models. In addition, profitability improved due to a cost reduction as a result of common platformization and product mix as a result of increase of service profit due to a recovery in office occupancy rates, although operating costs increased due to a rebound from the previous year, when sales activities were severely restricted due to the spread of COVID-19.
These factors resulted in total sales for the business unit of ¥1,938,847 million, a year-on-year
year-on-year
Imaging Business Unit |
2021 |
Change |
2020 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Cameras |
432,885 | +24.7 | % | 347,240 | ||||||||
| Network cameras and Others |
218,609 | +13.7 | 192,320 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
651,494 | +20.7 | 539,560 | |||||||||
| Intersegment |
2,038 | +16.2 | 1,754 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
653,532 | +20.7 | 541,314 | |||||||||
| Operating cost and expenses |
574,814 | +7.3 | 535,584 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
78,718 | +1,273.8 | 5,730 | |||||||||
| Income before income taxes |
78,462 | +1,484.5 | 4,952 | |||||||||
As for the Imaging Business Unit, unit sales of interchangeable-lens digital cameras were the same level as the previous year, despite the shortage of semiconductor chips. The price level was maintained even after more than a year since the EOS R5 and EOS R6 full-frame mirrorless cameras were released. In addition, unit sales of increase of 20.7%, while income before income taxes increased by 1,484.5% to ¥78,462 million.
RF-series
interchangeable lenses increased significantly due to the synergistic effects with the cameras. As for network cameras, despite the continued impact of COVID-19,
sales increased mainly as a result of strengthening sales activities for such diversified applications as monitoring of congested and confined spaces as well as conventional market needs including crime prevention and disaster monitoring tools. In addition, profitability improved due to the accelerated shift to highly profitable products such as EOS R system cameras and interchangeable lenses, although operating costs increased due to a rebound from the previous year, when sales activities were severely restricted due to the spread of COVID-19.
These factors resulted in total sales for the business unit of ¥653,532 million, a year-on-year
year-on-year
Medical Business Unit |
2021 |
Change |
2020 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| External customers total |
480,029 | +10.3 | % | 435,368 | ||||||||
| Intersegment |
333 | -52.8 | 706 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
480,362 | +10.2 | 436,074 | |||||||||
| Operating cost and expenses |
450,942 | +9.8 | 410,830 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
29,420 | +16.5 | 25,244 | |||||||||
| Income before income taxes |
34,296 | +34.3 | 25,544 | |||||||||
41
As for the Medical Business Unit, although the resurgence of increase of 10.2%, while income before income taxes increased by 34.3% to ¥34,296 million, recording highs for both sales and income before income taxes for the Medical Business Unit.
COVID-19
infections and the shortage of semiconductor chips and shipping containers had an impact on production and installation, sales remained solid due to returning routine examinations at medical institutions. Sales of CT systems and diagnostic ultrasound systems increased mainly due to capitalizing on opportunities with medical institutions in Japan supported by the government and recovering demand in the North America. In addition, profitability improved due to a cost reduction as a result of volume discount based on business expansion. These factors resulted in total sales for the business unit of ¥480,362 million, a year-on-year
year-on-year
Industrial and Others Business Unit |
2021 |
Change |
2020 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Lithography equipment |
213,699 | +49.9 | % | 142,516 | ||||||||
| Industrial equipment |
112,274 | -11.4 | 126,762 | |||||||||
| Others |
123,942 | +6.9 | 115,899 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
449,915 | +16.8 | 385,177 | |||||||||
| Intersegment |
95,827 | +25.5 | 76,345 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
545,742 | +18.2 | 461,522 | |||||||||
| Operating cost and expenses |
501,434 | +13.7 | 441,006 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
44,308 | +116.0 | 20,516 | |||||||||
| Income before income taxes |
44,650 | +105.9 | 21,687 | |||||||||
As for the Industrial and Others Business Unit, regarding semiconductor lithography equipment, unit sales increased compared with the previous year due to strong demand in a wide range of products such as sensors and memory. For FPD lithography equipment, demand for panels used in devices including laptops, tablets and high-resolution display panels remained strong. As a result, unit sales increased significantly compared with the previous year, when equipment installation stagnated due to circumstances related to increase of 18.2%, while income before income taxes totaled ¥44,650 million, a increase of 105.9%.
COVID-19.
In addition, these products are mostly manufactured at the domestic manufacturing facilities where impacts of COVID-19
related production disruption were very limited resulting in continuous production activities with better cost reduction. These factors resulted in total sales for the business unit of ¥545,742 million, a year-on-year
year-on-year
Sales by geographic area
Please refer to the table of sales by geographic area in Note 23 of the Notes to Consolidated Financial Statements.
A summary of net sales by geographic area in 2021 and 2020 is provided below:
2021 |
Change |
2020 |
||||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Japan |
830,378 | +3.0 | % | 806,305 | ||||||||
| Americas |
968,839 | +13.7 | 852,451 | |||||||||
| Europe |
894,898 | +12.5 | 795,616 | |||||||||
| Asia and Oceania |
819,242 | +16.1 | 705,871 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
3,513,357 | +11.2 | % | 3,160,243 | ||||||||
| |
|
|
|
|
|
|||||||
| 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 2021 are summarized as follows.
42
In Japan, net sales increased by 3.0% from the previous year mainly owing to an increase in sales of CT systems and diagnostic ultrasound systems mainly due to capitalizing on opportunities with medical institutions.
In the Americas, net sales increased by 13.7% from the previous year mainly owing to an increase in sales of most products mainly due to the recovery from the decline of the demand caused by
COVID-19.
In Europe, net sales increased by 12.5% from the previous year mainly owing to an increase in sales of most products mainly due to the recovery from the decline of the demand caused by
COVID-19.
In Asia and Oceania, net sales increased by 16.1% from the previous year mainly owing to an increase in sales of most products mainly due to the recovery from the decline of the demand caused by
COVID-19.
2020 compared with 2019
Summarized results of operations for 2020 and 2019 are as follows:
2020 |
Change |
2019 |
||||||||||
(Millions of yen, except per share amounts and percentage data) |
||||||||||||
| Net sales |
||||||||||||
| Products and Equipment |
2,489,829 | -12.2 | % | 2,835,428 | ||||||||
| Services |
670,414 | -11.5 | 757,871 | |||||||||
| |
|
|
|
|
|
|||||||
| 3,160,243 | -12.1 | 3,593,299 | ||||||||||
| Operating profit |
110,547 | -36.6 | 174,420 | |||||||||
| Income before income taxes |
130,280 | -33.4 | 195,493 | |||||||||
| Net income attributable to Canon Inc. |
83,318 | -33.3 | 124,964 | |||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||||||
| Basic |
79.37 | -32.0 | 116.79 | |||||||||
| Diluted |
79.35 | -32.0 | 116.77 | |||||||||
Note: See notes to Item 3A “Selected Financial Data”.
Sales
In the current business term, on a global basis, the economic slowdown continued. In such an environment, although each of Canon’s businesses endeavored to expand sales particularly with respect to new products, Canon’s consolidated net sales in 2020 totaled ¥3,160,243 million, a decrease of 12.1% from the previous year largely due to adverse effect of a shrinking market as well as unfavorable currency effects of foreign exchange rate fluctuation. Net sales of products and equipment totaled ¥2,489,829 million, a decrease of 12.2%, while net sales of services totaled ¥670,414 million, a decrease of 11.5%.
year-on-year
year-on-year
Overseas operations are significant to Canon’s operating results and generated 74.5% of total net sales in 2020. 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 ¥106.68 against the U.S. dollar, a appreciation of approximately ¥2, and ¥122.07 against the euro, the same level as the previous year. The effects of foreign exchange rate fluctuations negatively affected net sales by approximately ¥27,159 million in 2020. This unfavorable impact consisted of approximately ¥22,416 million of unfavorable impact for the U.S. dollar denominated sales and favorable impact of ¥1,999 million for the euro denominated sales, and unfavorable impact of ¥6,742 million for other foreign currency denominated sales.
year-on-year
43
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 ratios of cost of sales to net sales for 2020 and 2019 were 56.5% and 55.2%, respectively.
Gross profit
Canon’s gross profit in 2020 decreased by 14.5% to ¥1,375,868 million from 2019. The gross profit to net sales ratio also dropped by 1.3 points to 43.5%. The decrease in the gross profit and gross profit to net sales ratio were mainly due to a decrease in sales, the effect of product mix and the negative effect of appreciation of the yen against other foreign currencies such as U.S. dollar.
Operating expenses
The major components of operating expenses are payroll, RD, advertising expenses and other marketing expenses. Operating expenses decreased by 11.9% year on year to ¥1,265,321 million, thanks to the pursuit of cost efficiencies in Canon as well as positive effects of currency exchange fluctuation.
Operating profit
Operating profit in 2020 decreased by 36.6% from 2019 to a total of ¥110,547 million. The operating profit to net sales ratio decreased by 1.4 points to 3.5% from 2019.
Other income (deductions)
Other income (deductions) for 2020 was ¥19,733 million, a decrease of ¥1,340 million from 2019 mainly due to a decrease in interest income.
Income before income taxes
Income before income taxes in 2020 was ¥130,280 million, a decrease of 33.4% from 2019, and constituted 4.1% of net sales.
Income taxes
Income taxes in 2020 decreased by ¥21,809 million from 2019. The effective tax rate for 2020 was 26.4%, which was lower than the statutory tax rate in Japan. This was mainly due to income of foreign subsidies taxed at lower than Japanese statutory tax rate.
Net income attributable to Canon Inc.
As a result, net income attributable to Canon Inc. in 2020 decreased by 33.3% to ¥83,318 million, which represents 2.6% of net sales.
Segment information
Canon operates four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial and Others Business Unit.
| • | The Printing Business Unit mainly includes office MFDs, document solutions, laser MFPs, laser printers, inkjet printers, image scanners, calculators, digital continuous feed presses, digital sheet-fed presses and large format printers. |
44
| • | The Imaging Business Unit mainly includes interchangeable—lens digital cameras, interchangeable lenses, digital compact cameras, compact photo printers, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and multimedia projectors. |
| • | The Medical Business Unit mainly includes CT systems, diagnostic ultrasound systems, diagnostic X-ray systems, MRI systems, clinical chemistry analyzers, digital radiography systems and ophthalmic equipment. |
| • | The Industrial and Others Business Unit mainly includes semiconductor lithography equipment, FPD lithography equipment, OLED display manufacturing equipment, vacuum thin-film deposition equipment, die bonders, handy terminals and document scanners. |
Operating results by segment
Please refer to the table of sales by segment in Note 23 of the Notes to Consolidated Financial Statements.
Canon’s sales by segment are summarized as follows:
2020 |
Change |
2019 |
||||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Printing |
1,804,427 | -13.8 | % | 2,092,464 | ||||||||
| Imaging |
541,314 | -18.2 | 661,706 | |||||||||
| Medical |
436,074 | -0.6 | 438,525 | |||||||||
| Industrial and Others |
461,522 | -6.5 | 493,784 | |||||||||
| Eliminations |
(83,094 | ) | — | (93,180 | ) | |||||||
| |
|
|
|
|
|
|||||||
| Total |
3,160,243 | -12.1 | % | 3,593,299 | ||||||||
| |
|
|
|
|
|
|||||||
| Note: | From 2021, Canon has changed the name and structure of segments to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Sales by segment amounts for the year ended 2020 and 2019 also have been reclassified. |
Printing Business Unit |
2020 |
Change |
2019 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Office |
722,480 | -16.5 | % | 865,675 | ||||||||
| Prosumer |
828,198 | -10.1 | 921,219 | |||||||||
| Production |
250,220 | -17.2 | 302,130 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
1,800,898 | -13.8 | 2,089,024 | |||||||||
| Intersegment |
3,529 | +2.6 | 3,440 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
1,804,427 | -13.8 | 2,092,464 | |||||||||
| Operating cost and expenses |
1,657,319 | -13.2 | 1,908,436 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
147,108 | -20.1 | 184,028 | |||||||||
| Income before income taxes |
152,184 | -19.9 | 190,094 | |||||||||
Within the Printing Business Unit, although sales of the new imageRUNNER ADVANCE DX series were strong, unit sales of MFDs for the office and the production printing market were below those of the previous year reflecting such factors as the moderate recovery in business negotiations following the resumption of
in-office
work. As for laser printers, unit sales of both monochrome and color models were below those of the previous year resulting from the continued economic slowdown caused by COVID-19.
Sales of services and consumables also declined as a result of a moderate recovery in customers’ print volumes after the resumption of corporate activities. As for inkjet printers, sales of printers and consumables increased significantly from the previous year as a result of capturing the recovered demand in some emerging countries as well as the demand 45
for remote working and education in developed countries and China. These factors resulted in total sales for the business unit of ¥1,804,427 million, a decrease of 13.8%, while income before income taxes decreased by 19.9% year on year to ¥152,184 million, mainly due to a decline in sales of office MFDs and laser printers and declines in sales of services and consumables.
year-on-year
Imaging Business Unit |
2020 |
Change |
2019 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Cameras |
347,240 | -25.5 | % | 466,306 | ||||||||
| Network cameras and Others |
192,320 | -0.8 | 193,799 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
539,560 | -18.3 | 660,105 | |||||||||
| Intersegment |
1,754 | +9.6 | 1,601 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
541,314 | -18.2 | 661,706 | |||||||||
| Operating cost and expenses |
535,584 | -15.6 | 634,773 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
5,730 | -78.7 | 26,933 | |||||||||
| Income before income taxes |
4,952 | -82.2 | 27,838 | |||||||||
Within the Imaging Business Unit, although unit sales of interchangeable-lens digital cameras were below those of the previous year as the market continued to shrink and, the decline of the demand caused by
COVID-19,
the shift to mirrorless models accelerated, particularly for full-frame mirrorless models, due to the introduction of the new EOS R5 and EOS R6. Despite reflecting the negative impact of COVID-19,
sales for network cameras slightly increased as a result of strengthened sales activities based on diversified applications made possible by video analysis for such purposes as remote monitoring and monitoring of crowded and confined, as well as conventional market needs including crime prevention and disaster monitoring tools. As a result, sales for the business unit decreased by 18.2% year on year to ¥541,314 million, while income before income taxes decreased by 82.2% year on year to ¥4,952 million, due to a decline in sales of interchangeable-lens digital cameras. Medical Business Unit |
2020 |
Change |
2019 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| External customers total |
435,368 | -0.5 | % | 437,456 | ||||||||
| Intersegment |
706 | -34.0 | 1,069 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
436,074 | -0.6 | 438,525 | |||||||||
| Operating cost and expenses |
410,830 | -0.2 | 411,781 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
25,244 | -5.6 | 26,744 | |||||||||
| Income before income taxes |
25,544 | -6.4 | 27,283 | |||||||||
Within the Medical Business Unit, although
COVID-19
caused delay of installation of the large equipment and business negotiation, the demand of CT systems for the diagnosis of pneumonia and Diagnostic X-ray
systems was captured with the support to emergency medical system maintenance and financial support for medical institutions from governments of each country. As a result, sales for the business unit decreased by 0.6% year on year to ¥436,074 million, while income before income taxes decreased by 6.4% year on year to ¥25,544 million due to effects of currency exchange fluctuation, mainly due to COVID-19
caused delay of installation of the large equipment and business negotiation. 46
Industrial and Others Business Unit |
2020 |
Change |
2019 |
|||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Net sales: |
||||||||||||
| Lithography equipment |
142,516 | -9.3 | % | 157,160 | ||||||||
| Industrial equipment |
126,762 | +18.2 | 107,281 | |||||||||
| Others |
115,899 | -17.6 | 140,673 | |||||||||
| |
|
|
|
|
|
|||||||
| External customers total |
385,177 | -4.9 | 405,114 | |||||||||
| Intersegment |
76,345 | -13.9 | 88,670 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
461,522 | -6.5 | 493,784 | |||||||||
| Operating cost and expenses |
441,006 | -5.2 | 465,197 | |||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
20,516 | -28.2 | 28,587 | |||||||||
| Income before income taxes |
21,687 | -24.1 | 28,587 | |||||||||
In the Industrial and Others Business Unit, regarding semiconductor lithography equipment, demand for memory devices remained solid. As a result, unit sales were significantly above those of the previous year. In OLED display manufacturing equipment, sales increased due to the resumption of installation work after the easing of
COVID-19
travel restrictions. In FPD lithography equipment, although the installation work after the gradual easing of travel restrictions were resumed, unit sales were below those of the previous year. Consequently, sales for the business unit decreased by 6.5% year on year to ¥461,522 million, while income before income taxes decreased by 24.1% year on year to ¥21,687 million, mainly due to COVID-19
caused delay of installation of the FPD lithography equipment. Sales by geographic area
Please refer to the table of sales by geographic area in Note 23 of the Notes to Consolidated Financial Statements.
A summary of net sales by geographic area in 2020 and 2019 is provided below:
2020 |
Change |
2019 |
||||||||||
(Millions of yen, except percentage data) |
||||||||||||
| Japan |
806,305 | -7.6 | % | 872,534 | ||||||||
| Americas |
852,451 | -17.2 | 1,029,078 | |||||||||
| Europe |
795,616 | -9.8 | 882,480 | |||||||||
| Asia and Oceania |
705,871 | -12.8 | 809,207 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
3,160,243 | -12.1 | % | 3,593,299 | ||||||||
| |
|
|
|
|
|
|||||||
| 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 2020 are summarized as follows.
In Japan, net sales decreased by 7.6% from the previous year mainly owing to a decline in sales of interchangeable-lens digital cameras and office MFDs mainly due to the decline of the demand caused by
COVID-19
pandemic. In the Americas, net sales decreased by 17.2% from the previous year mainly owing to a decline in sales of interchangeable-lens digital cameras and office MFDs mainly due to the decline of the demand caused by
COVID-19
pandemic. 47
In Europe, net sales decreased by 9.8% from the previous year mainly owing to a decline in sales of interchangeable-lens digital cameras and office MFDs mainly due to the decline of the demand caused by
COVID-19
pandemic. In Asia and Oceania, net sales decreased by 12.8% from the previous year mainly owing to a decline in sales of interchangeable-lens digital cameras and office MFDs mainly due to the decline of the demand caused by
COVID-19
pandemic. 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 to net sales 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 23 of the Notes to Consolidated Financial Statements.
B. Liquidity and capital resources
Canon’s basic policy for financial strategies is to maintain a sound financial position through consistent cash flow management, and the two basic principles of cash flow management are as follows:
| • | Canon strives to improve a highly profitable structure by further improving the profitability of existing businesses and accelerating the growth of new businesses. |
| • | Canon strives to maintain financial soundness by keeping total capital investments for medium-term business expansion and growth within the range of depreciation and amortization expenses. However, Canon plans to actively engage in large-scale MA for growth strategies, and also raises external funds as needed. |
Raising Funds
(Cash-In)
Canon is basically funded by net cash provided by operating activities. In procuring funds, Canon considers terms, currencies and methods in light of financial market conditions, and selects the most appropriate instrument from a variety of options.
Use of Funds
(Cash-Out)
The principal use of cash is determined in accordance with the following priorities.
| • | Investment for growth such as capital investment, RD, MA, etc.: |
Canon values MA as an option for early development and expansion of new businesses. The selection of investment targets is based on the growth potential and size of the market, and on the market being highly compatible with the Canon’s business domains and technologies.
| • | Return to shareholders: |
Canon returns profits to shareholders stably and aggressively, mainly in the form of a dividend, taking into consideration medium- to long-term business prospects, planned future investments, cash flow and other factors.
48
| • | Repayment of borrowings: |
Canon has been repaying borrowings in recent years, following investment for growth and return to shareholders. In fiscal 2021, in particular, Canon made steady progress in repayment of borrowings by utilizing net cash provided by operating activities, which increased from the previous fiscal year due to significantly improved business performance.
Cash flows (Millions of yen)
Cash and cash equivalents decreased by ¥6,289 million to ¥401,395 million in fiscal 2021 compared to the previous year. Canon’s cash and cash equivalents are primarily denominated in Japanese yen and in U.S. dollars, with the remainder denominated in other currencies.
Net cash provided by operating activities increased by ¥117,223 million to ¥451,028 million in fiscal 2021 compared to the previous year due to a significant increase in profit. 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, RD expenses and income taxes.
For fiscal 2021, cash inflow from cash received from customers increased due to sales improvement. There were no significant changes in Canon’s collection rates. Cash outflow for payments for parts and materials increased due to an increase of inventory compared with the inventory in fiscal 2020 as a result of the global shortage of semiconductor chips and the disruption in logistic and distribution channels. Cash outflow for payments for income taxes increased due to an increase in taxable income.
Net cash used in investing activities increased by ¥51,817 million to ¥207,256 million in fiscal 2021 mainly due to an increase in acquisitions of business and in payment for purchases of fixed assets. Acquisitions of business increased by ¥31,624 million to ¥31,751 million in fiscal 2021 mainly due to the acquisition of Redlen that play an important role in PCCT development. Purchases of fixed assets increased by ¥12,631 million to ¥177,350 million in fiscal 2021 mainly due to capital investment to enhance production capacity and efficiency. Major purchases of fixed assets in fiscal 2021 included construction of new production base for consolidation and renovation at Canon Mold Co., Ltd. and capital investments to increase Complementary Metal Oxide Semiconductor (“CMOS”) sensor production capacity at Canon Inc., Hiratsuka Plant, etc.
Canon defines “free cash flow” as cash flows from operating activities less cash flows from investing activities. For fiscal 2021, free cash flow increased by ¥65,406 million to ¥243,772 million as compared with ¥178,366 million for fiscal 2020.
Note: “Free cash flow” is a
non-GAAP
measure. Refer to the “Non-GAAP
Financial Measures” section for the explanation and the reconciliation to the reported GAAP measure. 49
Canon’s management places importance on cash flow management and frequently monitors this 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 and believes that such indicator is beneficial to investors. 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.
Outstanding balances of loans for the acquisition of Toshiba Medical Systems Corporation (Currently, Canon Medical Systems Corporation) (Millions of yen)
Net cash used in financing activities totaled ¥267,366 million in fiscal 2021, mainly due to a decrease of long-term loans by ¥170,000 million as a result of the refinancing and the repayment of loans which was provided for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation) and the dividend payout of ¥88,891 million. The Company paid dividends in fiscal 2021 of ¥85.00 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, issuance of corporate bond or 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.
Canon repaid ¥344,000 million of loans due in December 2021, which was provided for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation). In addition, on December 28, 2021, Canon entered into a borrowing agreement of ¥174,000 million with Mizuho Bank, Ltd. and MUFG Bank, Ltd. For further information, please refer to Note 9 of the Notes to Consolidated Financial Statements. As a result, short-term loans (including the current portion of long-term debt) decreased by ¥347,344 million to ¥44,891 million at December 31, 2021 compared with ¥392,235 million at December 31, 2020. Long-term debt (excluding the current portion) increased by ¥174,916 million to ¥179,750 million at December 31, 2021 compared with ¥4,834 million at December 31, 2020.
Canon’s long-term debt mainly consists of bank borrowings and finance lease obligations.
In order to facilitate access to global capital markets, Canon obtains a credit rating from SP Global Ratings (“SP”). In addition, Canon maintains a rating from Rating and Investment Information, Inc. (“RI”), a rating agency in Japan, for access to the Japanese capital market.
As of February 28, 2022, Canon’s debt ratings are: SP: A (long-term),
A-1
(short-term); and RI: 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. 50
As part of its ongoing business, Canon does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities established for the purpose of facilitating
off-balance
sheet arrangements or other contractually narrow or limited purposes. Canon provides guarantees for 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 15 years in case of employees with housing loans, and 1 year to 5 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 ¥2,078 million at December 31, 2021. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2021 were not significant.
The following table summarizes Canon’s contractual obligations at December 31, 2021.
Payments Due By Period |
||||||||||||||||||||
Total |
Less than 1 year |
1-3 years |
3-5 years |
More than 5 years |
||||||||||||||||
(Millions of yen) |
||||||||||||||||||||
| Contractual obligations: |
||||||||||||||||||||
| Long-Term Debt: |
||||||||||||||||||||
| Loan from the banks |
174,000 | — | 174,000 | — | — | |||||||||||||||
| Other debt |
7,040 | 1,290 | 1,529 | 654 | 3,567 | |||||||||||||||
| Operating Lease Obligations |
100,519 | 32,941 | 37,738 | 18,648 | 11,192 | |||||||||||||||
| Purchase commitments for : |
||||||||||||||||||||
| Property, Plant and Equipment |
76,229 | 76,229 | — | — | — | |||||||||||||||
| Parts and Raw Materials |
249,909 | 249,909 | — | — | — | |||||||||||||||
| Other long-term liabilities |
||||||||||||||||||||
| Contribution to Defined Benefit Pension Plans |
34,107 | 34,107 | — | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
641,804 | 394,476 | 213,267 | 19,302 | 14,759 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Note: | See Note 9, 11, 19 and 20 in the Notes to Consolidated Financial Statements for further details. 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. |
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 recorded at the time revenue is 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, 2021 accrued product warranty costs are included in accrued expenses and amounted to ¥16,949 million.
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.
51
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.
Canon’s total inventory turnover measured in days were 66, 60, and 59 days at the end of the fiscal years 2021, 2020, and 2019, respectively. The inventory turnover in 2021 increased due to an increase in inventories of products in process at plants and in transit to dealers, in order to focus on recovering production from product supply shortages resulting from parts procurement difficulties and reduced operating rates at production sites.
Canon is committed to cash flow management in order to strengthen its financial base. While actively investing to expand its business performance, Canon is also ensuring stable free cash flow by keeping total capital investments within the range of depreciation and amortization.
Increase in property, plant and equipment on an accrual basis in 2021 amounted to ¥151,914 million compared with ¥132,302 million in 2020 and ¥178,088 million in 2019. For 2022, Canon projects its increase in property, plant and equipment will be approximately ¥180,000 million.
Employer contributions to Canon’s worldwide defined benefit pension plans were ¥43,782 million in 2021, ¥26,965 million in 2020 and ¥30,383 million in 2019. Employer contributions to Canon’s worldwide defined contribution pension plans were ¥22,660 million in 2021, ¥16,334 million in 2020, and ¥17,414 million in 2019. In addition, employer contributions to the multiemployer pension plan of certain subsidiaries were ¥4,822 million in 2021, ¥4,224 million in 2020 and ¥4,321 million in 2019.
Working capital in 2021 increased by ¥354,558 million to ¥817,512 million, compared with ¥462,954 million in 2020 and ¥873,962 million in 2019. The increase was primarily due to a decrease in short-term loans (including the current portion of long-term debt) and an increase in inventories. 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 2021 was 1.77 compared to 1.35 for 2020 and to 1.90 for 2019.
Return on assets (net income attributable to Canon Inc. divided by the average of total assets) was 4.6% in 2021, compared to 1.8% in 2020 and 2.6% in 2019. It improved from the previous fiscal year due to an increase in net income as a result of improved business performance.
Return on Canon Inc. shareholders’ equity (net income attributable to Canon Inc. divided by the average of total Canon Inc. shareholders’ equity) was 7.9% in 2021 compared with 3.2% in 2020 and 4.5% in 2019. It improved from the previous fiscal year due to a significantly increase in net income as a result of improved business performance, although shareholders’ equity increased due to an increase in retained earnings resulting from an increase in profit and an increase in foreign currency translation adjustments resulting from the depreciation of the yen.
In Phase VI, one of Canon’s management policies is to thoroughly implement cash flow management, and Canon is restrengthening its financial base.
In fiscal 2021, loans decreased by ¥170,000 million due to the refinancing and the repayment of loans which was provided for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation). As a result, the debt to total assets ratios were 6.8%, 10.9% and 10.8% as of December 31, 2021, 2020 and 2019, respectively. Canon had short-term loans, current operating lease liabilities, long-term debt, and noncurrent operating lease liabilities of ¥320,971 million as of December 31, 2021, ¥506,172 million as of December 31, 2020 and ¥514,946 million as of December 31, 2019.
52
Canon Inc. shareholders’ equity to total assets ratios were 60.5%, 55.7% and 56.3% as of December 31, 2021, 2020 and 2019, respectively. Canon strengthened its financial base by reducing debt through an increase in other retained earnings due to an increase in profit and a decrease in long-term debt due to strict cash flow management.
Non-GAAP
Financial Measures Canon has reported its financial results in accordance with U.S. GAAP. In addition, Canon has discussed its results using the combination of two GAAP cash flow measures, Net cash provided by operating activities and Net cash used for investing activities, which Canon refers to as “Free Cash Flow” which is a
non-GAAP
measure. Canon believes this measure is beneficial to an investor’s understanding of its current liquidity and the alternatives of uses of financing activities because it takes into consideration its operating and investing activities. A reconciliation of this
non-GAAP
financial measure and the most directly comparable measure calculated and presented in accordance with GAAP is set forth on the following table. Free Cash Flow
Years ended December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
| Net cash provided by operating activities |
451,028 |
333,805 | ||||||
| Net cash used in investing activities |
(207,256 |
) |
(155,439 | ) | ||||
| |
|
|
|
|||||
| Free cash flow |
243,772 |
178,366 | ||||||
| |
|
|
|
|||||
C. Research and development, patents and licenses
Since its founding, Canon has diversified its business and increased its competitiveness by developing and diversifying core competence management that comprises various core competence technologies (“core technologies”) to create industry-leading core products, fundamental technologies that form the basis of technology accumulation and basic technologies for value which are technology and expertise that support the Canon brand accumulated during the company’s growth and the basis of commercialization technology. Canon’s key RD strategies are as follows:
| • | Reinforce fundamental technologies and value creation technologies |
| • | Create future businesses based on strong core technologies and fundamental technologies |
| • | Enhance innovation-type RD in response to the demands of the current age |
Canon strives to implement the above RD strategies as follows:
• |
Reinforce fundamental technologies and value creation technologies: |
Contribute to higher efficiency of existing businesses by further evolving value creation technologies. Alongside this, extract the essence of a wide range of core technologies possessed by existing businesses, deepen fundamental technologies and inject them into core technologies of new businesses. In doing so, Canon will further strengthen the competitiveness of existing businesses and growing new businesses.
53
| • | Create future businesses based on strong core technologies and fundamental technologies: |
Promote development of new business areas through technology diversification. For example, Canon will develop devices that utilize materials technology
-the
foundation of ink and toner materials- as well as materials with unique properties, and work on development of next-generation technologies that lead to business creation. | • | Enhance innovation-type RD in response to the demands of the current age: |
Build upon trends such as DX and carbon neutrality, promote RD that leads to corporate value improvement. In particular, focus on cyber-physical systems that closely integrate cyberspace, which enables the combination of various services, with physical (real world) space, the point of contact with people. Create various innovations by developing cyber-physical business models and products that stay one step ahead through developing advanced cyber technology with utilizing world-class core technologies in the physical field and business alliances.
RD expenses were ¥287,338 million in fiscal 2021 and ¥272,312 million in fiscal 2020. The RD expenses to net sales ratios were 8.2% in fiscal 2021 and 8.6% in fiscal 2020.
Canon believes that new products protected by a robust patent portfolio will not easily allow competitors to surpass them, and will give the company an advantage in establishing standards in the market and industry.
Canon obtained the third greatest number of patents in the United States in 2021, according to the annual ranking list, released by IFI CLAIMS
®
Patent Services. D. Trend information
Under the corporate philosophy of kyosei—living and working together for the common 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 corporation targeting continued growth and development.
Based on this basic management policy, Canon launched the Excellent Global Corporation Plan in 1996 and, from Phase I to Phase V, has worked to strengthen its management base and improve corporate value. In 2021, Canon started Phase VI of the “Excellent Global Corporation Plan,” and under the basic policy to “accelerate our corporate portfolio transformation by improving productivity and creating new businesses,” Canon reorganized our business divisions and group companies into four industry-oriented business groups of “Printing”, “Imaging”, “Medical” and “Industrial” in order to further promote the transformation of the business portfolio whose foundation was established in Phase V (from 2016 to 2020). Canon also launched a new organization to accelerate the commercialization of, among others, materials business and sales of components such as sensors to outside businesses.
During 2021, which was the first year of Phase VI, many production sites of Canon closed temporarily due to lockdowns as the global spread of
COVID-19
infections continued without being contained. Canon was also forced to reduce production due to shortages of materials, mainly for semiconductors, and logistics disruptions. However, because economic activities resumed with increased availability of vaccinations, Canon was able to achieve an increase in both sales and profits through responding to a recovery in demand. In 2022, although there are still no projections as to when
COVID-19
will be brought under control and disruptions in production and logistics are expected to continue, Canon believes that the fundamentals of its business environment are sound and have not changed from 2021. Accordingly, under the basic policy of Phase VI that has been carried out since 2021, Canon will focus on the following measures. 1. Further strengthen competitiveness of industry-oriented business groups
While creating new businesses by combining technologies, regrouping the business domains, and utilizing MA and other measures for each industry-oriented business group, as well as by strengthening the functions of development, production, and sales framework, Canon will thoroughly enhance business competitiveness.
54
(1)
Printing Group
In the age of DX, although the shift to paperless documents will continue in the future given the fact the volume of printed pages at offices is being reduced as much as possible, printing demand is expected to remain based on the needs to share ideas and work results on hard copies. Due to the spread of
COVID-19,
the adoption of hybrid working styles that combine office work with teleworking is accelerating and there are demands to utilize cloud computing, etc. for providing printing environments and services not limited to a certain workplace. Canon aims to be global No. 1 in the office and home printing field by utilizing two digital printing technologies, namely electrophotographic technology as well as inkjet technology, and the strengths of its worldwide sales and service network, and by focusing on providing printing solutions that meet the needs of the DX era. In addition, in the fields of catalog printing and other commercial printing and label printing, package printing and other industrial printing where there is expected to be a further shift from analog to digital in the future, Canon will take this opportunity to enhance workflow software that contributes to workload savings and supports increases in added value, as well as to introduce new competitive products to the market continuously utilizing the collective strengths of the entire group and establish a strong position.
(2)
Imaging Group
Although the overall market for digital cameras has shrunk significantly due to the widespread use of smartphones, sales of mirrorless cameras equipped with full-frame sensors were strong even during the spread of
COVID-19
infections and demand for high image quality photos was steady. As a company with the world’s leading optical technology, Canon will continue to introduce cameras and interchangeable lenses to the market continuously in response to this demand, and establish its position as global No. 1 for mirrorless cameras by focusing on professional photographers and advanced amateurs who value “high image quality.” In addition, given the increasing use and application of virtual reality images, 3D images and 360° images in various fields recently, Canon is working to capture these new video-experience markets using the Free Viewpoint Video System, the EOS VR System, which was introduced in 2021, and MREAL, etc., in order to expand the business. In the field of broadcasting and video production, Canon will strengthen its lineup of high image quality remote camera systems in line with the continuing increase in IP streaming demand.
In the field of network cameras, Canon will strengthen its presence in the security domain, including for smart cities, utilizing the collective strength of the entire group, which includes Axis, one of the world’s leading manufacturers of network cameras, Milestone Systems, a video management software vendor, and BriefCam, a video analytics software vendor. At the same time, for quality assurance work at production sites, detection at distribution centers, crowd level detection at shops and exhibition sites and other such uses which goes beyond the original scope of security, Canon is working on developing products and services that provide DX solutions using video for various operations.
out-of-stock
In the field of mobility which is undergoing tremendous changes, such as the emergence of self-driving vehicles, Canon is working on entering the car camera and traffic infrastructure businesses by leveraging the optical and network technology that Canon has been developing through its long history, and will contribute to the widespread use of driving support and other mobility services.
(3)
Medical Group
In order to respond to medical treatments that are becoming more advanced, Canon will expand the business domains to include healthcare IT and in vitro diagnostics with the diagnostic imaging business as the core, aiming to contribute to medical treatments around the world.
In the diagnostic imaging business, Canon will liaise with Redlen, which was acquired in 2021, in order to promote development of PCCT technology that makes it possible to achieve both unprecedented diagnostic functions and a significant reduction in radiation exposure, and are focused on early commercialization. In
55
addition, by using Quality Electrodynamics’s RF coil technology, which is a core technology for MRI systems, and other original technologies of the group companies, as well as by applying image-processing technologies, etc. that utilize AI, Canon will develop the next-generation high-performance MRI systems. In diagnostic ultrasound systems, Canon will work to reduce costs by standardizing platforms, bringing production
in-house
and utilizing Canon’s production technology. Furthermore, by strengthening the sales network, with a particular focus on the United States, Canon aims to have the No. 1 global market share for CT systems and become one of the global leading companies for other diagnostic imaging systems. In the healthcare IT field, by enabling medical institutions to integrate image and
non-image
data collected in clinical settings, analyze and process the data utilizing AI and other technologies and provide the data worldwide, Canon aims to offer high-quality diagnostic support and facilitate efficient medical treatments. In addition, in the in vitro diagnostics field, Canon will expand the portfolio into domains related to diagnostic equipment, such as test reagents for COVID-19,
and expand the business. In the component business, Canon will expand the existing business by capturing new customers, consolidating sales functions etc., and while also looking at growth opportunities through MA, Canon will offer multi-layered solutions, comprised of finished goods, modules, processes, services etc., aiming to expand the BtoB business, whose sales account for 10% or more of the total sales of the Medical Group.
(4)
Industrial Group
Given the widespread use of the 5G communications standard and cloud computing, demand for semiconductors, such as IC and memory chips, is expected to continue growing in the future. In addition, due to the increase in individualized listening, viewing and learning using online distribution and the shift to images with higher resolution, demand for LCD panels and OLED panels is expected to be strong. Production of Canon’s semiconductor manufacturing equipment, FPD lithography equipment and OLED display manufacturing equipment is continuing at almost full capacity. Recognizing that our ability to respond flexibly to increased demand is an important issue, Canon will enhance the production system utilizing the collective strength of the entire group and strengthen our customer support system. In addition, Canon will improve the products by raising the performance of those products and introduce additional functions that contribute to improving customer productivity, and work to expand its market share.
Concurrently, Canon will accelerate the technological developments with a view to expanding the application of nanoimprint lithography technology, aiming for early commercialization, and focus on establishing next-generation manufacturing technology for OLED panels. Furthermore, Canon will create new products and services that combine core technologies in the group, such as ultra-precision positioning, ultra-precision processing and vacuum systems, and aim to expand the business domains by providing its customers with new values.
2. Improve group-wide productivity through extensive reinforcement of Canon’s global headquarter functions
Canon will reaffirm its commitment to be fully focused on cash flow management across the entire group and further strengthen its financial base. In Japan, Canon will improve the productivity of its employees including administrative staff by reallocating headcounts to growth areas in response to the changes in the business portfolio and promote highly streamlined work using DX and other measures. In addition, in order to rebuild the production system to create a resilient system integrated across the group, Canon is working to further increase automation and in house production in all businesses through collaborative measures to expand production technologies, and will continue striving to achieve thorough cost reductions.
For the discussions of the trend by business segment, see “Item 4 B. Business overview” and “Item 5 A. Operating Results”.
56
Item 6. Directors, Senior Management and Employees
A. Directors and senior management
Directors and Audit Supervisory Board Members of the Company as of March 30, 2022 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 | |||
| (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* | |||||
| |
|
|
| |||
| Toshizo Tanaka |
Executive Vice President CFO (Group Executive of Finance Accounting HQ, Group Executive of Public Affairs HQ, Group Executive of Facilities Management HQ) |
4/1964 | Entered the Company | |||
| (Oct. 8, 1940) |
1/1992 | Deputy Group Executive of Finance Accounting HQ | ||||
| 3/1995 | Director | |||||
| 4/1995 | Group Executive of Finance Accounting HQ | |||||
| 3/1997 | Managing Director | |||||
| 3/2001 | Senior Managing Director | |||||
| 1/2007 | Group Executive of Policy and Economy Research HQ | |||||
| 3/2007 | Executive Vice President Director | |||||
| 3/2008 | Executive Vice President CFO* | |||||
| 1/2010 | Group Executive of General Affairs HQ | |||||
| 3/2010 | Group Executive of External Relations HQ | |||||
| 4/2011 | Group Executive of Finance Accounting HQ | |||||
| 4/2012 | Group Executive of Facilities Management HQ | |||||
| 3/2014 | Group Executive of Human Resources Management Organization HQ | |||||
| 4/2017 | Group Executive of Facilities Management HQ* | |||||
| 3/2018 | Group Executive of Public Affairs HQ* | |||||
| 4/2018 | Group Executive of Finance Accounting HQ* | |||||
| |
|
|
|
57
| Name (Date of birth) |
Position (Group executive/function) |
Date of commencement |
Business experience (*current position/function) | |||
| Toshio Homma |
Executive Vice President CTO (Head of Printing Group) |
4/1972 | Entered the Company | |||
| (Mar. 10, 1949) |
4/2001 | Deputy Chief Executive of i Printer Products Operations | ||||
| 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 Operations | |||||
| 3/2008 | Managing Director | |||||
| 3/2012 | Senior Managing Director Group Executive of Procurement HQ | |||||
| 3/2016 | Executive Vice President | |||||
| 4/2016 | Chief Executive of Office Imaging Products Operations | |||||
| 3/2017 | Executive Vice President in charge of Office Business | |||||
| 3/2019 | Executive Vice President CTO In charge of Office Business | |||||
| 4/2020 | Executive Vice President CTO In charge of Printing Business | |||||
| Chief Executive of Digital Printing Business Operations* | ||||||
| 4/2021 | Executive Vice President CTO* | |||||
| Head of Printing Group* | ||||||
| |
|
|
| |||
| Kunitaro Saida |
Director | 5/2006 | Qualified for attorney* | |||
| (May 4, 1943) |
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* | |||||
| |
|
|
|
58
| Name (Date of birth) |
Position (Group executive/function) |
Date of commencement |
Business experience (*current position/function) | |||
| Yusuke Kawamura |
Director | 4/1977 | Entered Daiwa Securities Co. Ltd. | |||
| (Dec. 5, 1953) |
1/1997 | General Manager of Syndicate Department of Daiwa Securities Co. Ltd. | ||||
| 4/2000 | Professor of Faculty of Economics and the Graduate School of Economics of Nagasaki University | |||||
| 4/2010 | Senior Managing Director of the Institute of Daiwa Institute of Research Ltd. | |||||
| 1/2011 | Commissioner of Fiscal System Council of Ministry of Finance | |||||
| 4/2012 | Deputy Chairman of Daiwa Institute of Research Ltd. | |||||
| 2/2013 | Commissioner of Business Accounting Council of Financial Services Agency* | |||||
| 6/2017 | Director of Mitsui Sugar Co., Ltd. | |||||
| 4/2019 | Executive Counselor of Japan Securities Dealers Association | |||||
| 4/2020 | Chairman CEO of Institute of Glocal Policy Research* | |||||
| 3/2021 | Director* | |||||
| 4/2021 | Director of Mitsui DM Sugar Holdings Co., Ltd.* | |||||
| |
|
|
| |||
| Katsuhito Yanagibashi (Aug. 25, 1957) |
Audit Supervisory Board Member | 4/1980 | Entered the Company | |||
| 1/2010 | Senior General Manager of Global Accounting Planning Administration Center of Finance Accounting Headquarters | |||||
| 1/2013 | Senior General Manager of Accounting Standards Systems Development Center of Finance Accounting Headquarters | |||||
| 1/2017 | Senior Principal of Finance Accounting Headquarters | |||||
| 6/2017 | Audit Supervisory Board Member of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation) | |||||
| 3/2021 | Advisor of Canon Medical Systems Corporation | |||||
| 3/2022 | Audit Supervisory Board Member* | |||||
| |
|
|
|
59
| Name (Date of birth) |
Position (Group executive/function) |
Date of commencement |
Business experience (*current position/function) | |||
| Hiroaki Sato |
Audit Supervisory Board Member | 4/1982 | Entered the Company | |||
| (Jan. 29, 1960) |
2/2004 | Senior General Manager of MR Systems Laboratory | ||||
| 7/2014 | Deputy Group Executive of Advanced Information Real-world Technology Development Group, Digital System Technology Development HQ | |||||
| 7/2015 | Deputy Group Executive of Digital System Technology Development HQ | |||||
| 4/2018 | Principal Staff Engineer of Digital Business Platform Development HQ | |||||
| 3/2019 | Audit Supervisory Board Member* | |||||
| |
|
|
| |||
| Yutaka Tanaka (Mar. 11, 1949) |
Audit Supervisory Board Member | 4/1975 | Assistant Judge of the Tokyo District Court | |||
| 4/1986 | Judge of the Tokyo District Court | |||||
| 4/1987 | Instructor of the Legal Training Research Institute, the Supreme Court of Japan | |||||
| 4/1992 | Judicial Research Official, the Supreme Court of Japan | |||||
| 4/1996 | Registered as an attorney* | |||||
| 10/2014 | Guest Professor of Keio University Law School | |||||
| 3/2019 | Audit Supervisory Board Member* | |||||
| |
|
|
| |||
| Hiroshi Yoshida |
Audit Supervisory Board Member | 10/1980 | Joined Tohmatsu Awoki Co. | |||
| (Sep. 5, 1954) |
4/1984 | Registered as Certified Public Accountant* | ||||
| 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 | |||||
| 11/2011 | CFO of Deloitte Touche Tohmatsu LLC | |||||
| 3/2017 | Audit Supervisory Board Member* | |||||
| |
|
|
|
60
| Name (Date of birth) |
Position (Group executive/function) |
Date of commencement |
Business experience (*current position/function) | |||
| Koichi Kashimoto (Jul. 2, 1961) |
Audit Supervisory Board Member | 4/1984 | Entered The Dai-ichi Life Insurance Company, Limited (formerly The Dai-ichi Mutual Life Insurance Co.) | |||
| 4/1997 | Manager of Government Relations Department of The Dai-ichi Life Insurance Company, Limited | |||||
| 4/2005 | General Manager of Corporate Administration Center of The Dai-ichi Life Insurance Company, Limited | |||||
| 4/2009 | Managing Director of Dai-ichi Life 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 of Dai-ichi Life Holdings, Inc. | |||||
| 3/2018 | Audit Supervisory Board Member* | |||||
| |
|
|
|
Term
All directors and Audit Supervisory Board Members are elected by the shareholders at their general meeting.
Yutaka Tanaka, Hiroshi Yoshida and Koichi Kashimoto, are outside Audit Supervisory Board Members as stipulated in Item16, Article 2 of the Companies Act of Japan. Kunitaro Saida and Yusuke Kawamura are outside directors. The term of office of directors is one year. The current term of all directors expires in March 2023. The term of office of Audit Supervisory Board Members is four years, however, the term of office of an Audit Supervisory Board Member elected to fill a vacancy expires with the expiration of the remaining term of office of the retired Audit Supervisory Board Member under the Company’s Articles of Incorporation. The current term for Hiroaki Sato and Yutaka Tanaka who were elected in the 118
th
general meeting of shareholders in March 2019, expires in March 2023, the current term for Hiroshi Yoshida who was elected in the 120th
general meeting of shareholders in March 2021, expires in March 2025, and the current term 61
for Katsuhito Yanagibashi and Koichi Kashimoto who were elected in the 121
st
general meeting of shareholders in March 2022, expires in March 2026. 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 five 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 Companies Act 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 Companies Act 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 Hiroshi 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 Companies Act 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.
62
Under the Companies Act 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 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.
63
Executive Officers of the Company whom are expected to take the assignment on April 1, 2022, are listed below.
| Name |
Position |
(Group executive/function) | ||
| Hideki Ozawa |
Executive Vice President | President of Canon (China) Co., Ltd. | ||
| Seymour Liebman |
Senior Managing Executive Officer | Executive Vice President of Canon U.S.A., Inc., President of BriefCam Ltd. | ||
| Toshio Takiguchi |
Senior Managing Executive Officer | Head of Medical Group, President of Canon Medical Systems Corporation | ||
| Kenichi Nagasawa |
Senior Managing Executive Officer | Group Executive of Corporate Intellectual Property Legal HQ, Senior General Manager of Economic Security Office | ||
| Eiji Osanai |
Senior Managing Executive Officer | Group Executive of Production Engineering HQ | ||
| Yuichi Ishizuka |
Senior Managing Executive Officer | President of Canon Europa N.V., President of Canon Europe Ltd. | ||
| Kazuto Ogawa |
Senior Managing Executive Officer | President of Canon U.S.A., Inc. | ||
| Takayuki Miyamoto |
Senior Managing Executive Officer | Group Executive of Frontier Business Promotion HQ, Chief of Canon EXPO Project | ||
| Hiroaki Takeishi |
Senior Managing Executive Officer | Head of Industrial Group, Chairman of Canon Tokki Corporation | ||
| Masanori Yamada |
Senior Managing Executive Officer | Head of Imaging Group | ||
| Aitake Wakiya |
Senior Managing Executive Officer | Executive Vice President of Canon Europe Ltd. | ||
| Katsumi Iijima |
Senior Managing Executive Officer | Group Executive of Digital Business Platform Development HQ | ||
| Shunsuke Inoue |
Managing Executive Officer | Group Executive of RD HQ | ||
| Soichi Hiramatsu |
Managing Executive Officer | Group Executive of Procurement HQ | ||
| Takashi Takeya |
Managing Executive Officer | Senior General Manager of Global Logistics Management Center | ||
| Go Tokura |
Managing Executive Officer | Deputy Head of Imaging Group | ||
| Hisahiro Minokawa |
Managing Executive Officer | Group Executive of Human Resources Management Organization HQ | ||
| Ritsuo Mashiko |
Managing Executive Officer | President of Oita Canon Inc., President of Nagasaki Canon Inc. | ||
| Minoru Asada |
Managing Executive Officer | President of Canon Production Printing Holding B.V. | ||
| Kazuhiko Nagashima |
Managing Executive Officer | Deputy Group Executive of Finance Accounting HQ | ||
| Yoichi Iwabuchi |
Managing Executive Officer | Group Executive of Information Communication Systems HQ | ||
| Takanobu Nakamasu |
Managing Executive Officer | Executive Vice President of Canon Europe Ltd. | ||
| Tamaki Hashimoto |
Managing Executive Officer | Unit Executive of Solution Recurring Product Business Unit | ||
| Nobuyuki Tainaka |
Executive Officer | Senior General Manager of Global Legal Administration Center | ||
| Akiko Tanaka |
Executive Officer | Deputy Group Executive of RD HQ | ||
| Noriko Gunji |
Executive Officer | Group Executive of Sustainability Headquarters | ||
| Hideki Sanatake |
Executive Officer | Deputy Group Executive of Corporate Intellectual Property Legal HQ | ||
| Hideto Kohtani |
Executive Officer | Unit Executive of Image Solutions Business Unit 1 | ||
| Katsuhiko Shinjo |
Executive Officer | Deputy Group Executive of RD HQ | ||
| Katsuyoshi Soma |
Executive Officer | President of Fukushima Canon Inc. |
64
| Name |
Position |
(Group executive/function) | ||
| Masaki Omori |
Executive Officer | President of Canon Machinery Inc. | ||
| Saijiro Endo |
Executive Officer | Senior General Manager of Digital Printing Development Technology Planning Management Center | ||
| Toshiyuki Matsuda |
Executive Officer | Unit Executive of Peripherals Marketing Unit | ||
| Takeshi Ichikawa |
Executive Officer | Group Executive of Device Technology Development HQ | ||
| Hiroto Okawara |
Executive Officer | Unit Executive of Image Solutions Business Unit 2, Chief of Smart Mobility Business Promotion Project | ||
| Yoshiyuki Koshimizu |
Executive Officer | Senior General Manager of Digital Printing Business Planning and Management Center | ||
| Toshiyuki Ishii |
Executive Officer | Executive Vice President of Canon (China) Co., Ltd. | ||
| Masahide Kinoshita |
Executive Officer | Chief Executive of Peripheral Products Operations | ||
| Shunji Sawa |
Executive Officer | Plant Manager of Toride | ||
| Makoto Kambe |
Executive Officer | Senior General Manager of Human Resources Management Organization Center | ||
| Hirotomo Fujimori |
Executive Officer | Senior General Manager of Public Relations Center | ||
| Isao Kobayashi |
Executive Officer | Vice President of Canon U.S.A., Inc. |
B. Compensation
In the fiscal year ended December 31, 2021, Canon paid an aggregate of approximately ¥982 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 to directors whose aggregate compensation exceeded ¥100 million in 2021.
| Name (Position) |
Category of remuneration |
|||||||||||||||||||
Company |
Basic Remuneration |
Bonus |
Stock-Type Compensation Stock Options |
Total |
||||||||||||||||
(Millions of yen) |
||||||||||||||||||||
| Fujio Mitarai (Director) |
Canon Inc. | 314 | 120 | 23 | 457 | |||||||||||||||
| Toshizo Tanaka (Director) |
Canon Inc. | 134 | 61 | 9 | 204 | |||||||||||||||
| Toshio Homma (Director) |
Canon Inc. | 117 | 51 | 4 | 172 | |||||||||||||||
Notes:
| (1) | Items that relate to policies which determine the amount of director and audit supervisory board member remuneration or its calculation method: |
(i) Basic Policy of Remuneration
The Company, for the health and sustainable growth of Canon, is working to design a director remuneration system that effectively encourages directors and audit supervisory board members to fully demonstrate their abilities and fulfill their roles and responsibilities. Moreover, the total value of director and audit supervisory board member remuneration is based on an appropriate standard, taking into consideration the recruiting and holding on to
top-class
people that can effectively meet the Company’s expectations. 65
(ii) Details of Each Element of the Remuneration System
a. Representative Directors and Executive Directors
The remuneration of Representative Directors and Executive Directors consists of a basic remuneration, a bonus, and a stock-type compensation stock option.
Basic Remuneration
As compensation for the performance of duties, directors receive a fixed monthly remuneration. The remuneration is a predetermined amount based on the director’s position and the degree to which they contribute in this role. The total amount of director remuneration is within the amount approved at the Company’s General Meeting of Shareholders. (Note: the total amount includes remuneration for outside directors.)
Bonus
As a reward for directors’ service over their
one-year
term, directors receive a bonus once a year for which consolidated income before income taxes is used as a financial indicator to measure the results of annual group-wide corporate activities. The total amount of the director’s bonus is determined by multiplying such consolidated income with a given predetermined coefficient that corresponds with the director’s position. It is also determined through individual assessment based on the degree to which the director has contributed in this role. Bonuses along with dividend and internal reserves are essentially subjects of corporate profit distribution. As such, matters including whether a payment is allowed or the total amount of bonus as calculated above, are deliberated during the general meeting of shareholders every year.
Stock-type Compensation Stock Option
The granting of stock acquisition rights for the Company’s shares is to further raise the motivation of these directors to improve performance from a medium- to long-term perspective as well as raise corporate value by sharing the benefits and risks of share price fluctuations with the Company’s shareholders. The total amount of stock acquisition rights is within the amount approved at the Company’s General Meeting of Shareholders. The number of stock acquisition rights allotted to a director is calculated based on the amount determined by the director’s position, the consolidated income before income taxes in the previous year as well as the degree to which the director has contributed in this role (The monetary compensation receivables amount directors being granted to allot to the payment in exchange for stock acquisition rights), and the stock price level at the time of grant. As remuneration is linked to the achievements throughout one’s term in office, the Company has a system in place that allows the exercising of acquisition rights at the time of retirement. As for the grantee, if the Company recognizes any misconduct of duty, act conflicting with the duty of due care, etc., the Company may limit the exercise of all or a portion of the stock acquisition rights.
Managing from a medium- to long-term perspective is important. Based on this, the Company places emphasis on providing a certain level of basic remuneration in a stable manner. In addition to this, consideration is also given to improved performance in a single year and the pursuit of shareholder interest when determining the breakdown between basic remuneration, bonus, and stock-type compensation stock options. The maximum amount of director remuneration accounted for by the bonus and stock-type compensation stock options on average by position is set around 50% and 30% of the basic remuneration, respectively. As for consolidated income before income taxes which is the financial indicators linked to the bonus, in 2021 (the 121st Business Term), although the Company’s outlook was for ¥176.5 billion at the beginning of the year, actual results were ¥302.7 billion.
66
b. Outside Directors and Audit Supervisory Board Members
As for the remuneration of outside directors and audit supervisory board members which perform duties that are independent from a business execution standpoint, their remuneration is made up of a fixed monthly amount, namely a basic remuneration, as compensation for their service. As for outside directors, their basic remuneration is decided within a predetermined range that takes into consideration levels that are considered standard and within the specified yearly range that was approved at the Company’s general meeting of shareholders as described in Basic Remuneration above. As for audit supervisory board members, within the amount approved at the Company’s General Meeting of Shareholders, distribution is determined through consultation between Audit Supervisory Board Members.
Stock Options
The descriptions of the stock option plans are below.
The Stock Option Plan Approved on March 29, 2018
1. Grantees of share options
The Company’s 5 directors (excluding outside directors) and 28 executive officers.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 586.
3. 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 58,600 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration () 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 “Allotment Date”), the number of shares acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one share resulting from such adjustment.
musho-wariate
| 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 merger and company split, on and after the Allotment Date, the Company may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.
4. Cash payment for share options (yen)
The cash payment required for each stock acquisition right shall be ¥1 per share to be acquired upon exercise of each stock acquisition right, multiplied by the number of shares acquired.
5. Period during which share options are exercisable
From May 2, 2018 to May 1, 2048
67
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥2,949 and ¥1,475, respectively. The issue price is total amount of the exercise price of each stock acquisition (¥1 per share) and the fair value of the stock acquisition rights at the allotment date (¥2,948 per share). In addition, the amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital increase, etc. which is calculated in accordance with the Article 17, Paragraph 1 of the Company Accounting Regulations (), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
Kaisha Keisan Kisoku
7. Other conditions for exercise of share options
(i) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a director or an executive officer of the Company.
(ii) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
8. 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.
9. Treatment of the stock acquisition rights upon restructuring transaction
If the Company conducts a merger (limited to the case where the Company is dissolved due to the merger), or a share exchange or transfer (both, limited to the case where the Company becomes a wholly-owned subsidiary) (collectively, the “Structural Reorganization”), the Company shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in “a” through “e” of Article 236, Paragraph 1, Item 8 of the Companies Act of Japan (the “Reorganized Company”) to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant Structural Reorganization (the “Remaining Stock Acquisition Rights”) (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation; the date of establishment of a newly-incorporated company through consolidation; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). Provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, a share exchange agreement or a share transfer plan.
(i) Number of stock acquisition rights of the Reorganized Company to be allotted:
A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.
(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
Common stock of the Reorganized Company.
68
(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
To be determined in accordance with 3 above, taking into consideration, among others, the conditions of Structural Reorganization.
(iv) 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 to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The “exercise price after reorganization” shall be one 1 yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.
(v) Exercise period of stock acquisition rights:
From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided.
(vi) Matters regarding stated capital and capital reserves increased due to the issuance of shares upon exercise of stock acquisition rights:
(a) The increased amount of stated capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights will be one half (1/2) of the maximum amount of increase of stated capital, etc. to be calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
Kaisha Keisan Kisoku
(b) The increased amount of capital reserves to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be the maximum amount of increases of stated capital, etc., mentioned in (a) above, after the subtraction of increased amount of stated capital mentioned in (a) above.
(vii) 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 Board of Directors of the Reorganized Company.
(viii) Conditions for exercise of stock acquisition rights:
(a) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a Director or an Executive Officer of the Company.
(b) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
(c) Besides the above, other conditions shall be stipulated in an agreement to be executed between the Company and the Holder, based on the resolution of the Board of Directors’ meeting.
(ix) Events regarding the Company’s acquisition of stock acquisition rights:
If a proposal for the approval of a merger agreement under which the Company will become a disappearing company or a proposal for the approval of a share exchange agreement or a share transfer plan under which the
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Company will become a wholly owned subsidiary is approved by the Company’s shareholders at a Meeting of Shareholders (or by the Board of Directors if no resolution of a Meeting of Shareholders is required for such approval), the Company will be entitled to acquire stock acquisition rights, without compensation, on a date separately designated by the Board of Directors.
The Stock Option Plan Approved on March 28, 2019
1. Grantees of share options
The Company’s 4 directors (excluding outside directors) and 31 executive officers.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 1,019.
3. 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 101,900 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration () 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 “Allotment Date”), the number of shares acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one share resulting from such adjustment.
musho-wariate
| 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 merger and company split, on and after the Allotment Date, the Company may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.
4. Cash payment for share options (yen)
The cash payment required for each stock acquisition right shall be ¥1 per share to be acquired upon exercise of each stock acquisition right, multiplied by the number of shares acquired.
5. Period during which share options are exercisable
From April 27, 2019 to April 26, 2049
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥2,282 and ¥1,141, respectively. The issue price is total amount of the exercise price of each stock acquisition (¥1 per share) and the fair value of the stock acquisition rights at the allotment date (¥2,281 per share). In addition, the amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital increase, etc. which is calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
Kaisha Keisan Kisoku
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7. Other conditions for exercise of share options
(i) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a director or an executive officer of the Company.
(ii) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
8. 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.
9. Treatment of the stock acquisition rights upon restructuring transaction
If the Company conducts a merger (limited to the case where the Company is dissolved due to the merger), or a share exchange or transfer (both, limited to the case where the Company becomes a wholly-owned subsidiary) (collectively, the “Structural Reorganization”), the Company shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in “a” through “e” of Article 236, Paragraph 1, Item 8 of the Companies Act of Japan (the “Reorganized Company”) to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant Structural Reorganization (the “Remaining Stock Acquisition Rights”) (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation; the date of establishment of a newly-incorporated company through consolidation; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). Provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, a share exchange agreement or a share transfer plan.
(i) Number of stock acquisition rights of the Reorganized Company to be allotted:
A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.
(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
Common stock of the Reorganized Company.
(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
To be determined in accordance with 3 above, taking into consideration, among others, the conditions of Structural Reorganization.
(iv) 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 to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The “exercise price after reorganization” shall be one 1 yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.
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(v) Exercise period of stock acquisition rights:
From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided.
(vi) Matters regarding stated capital and capital reserves increased due to the issuance of shares upon exercise of stock acquisition rights:
(a) The increased amount of stated capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights will be one half (1/2) of the maximum amount of increase of stated capital, etc. to be calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
Kaisha Keisan Kisoku
(b) The increased amount of capital reserves to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be the maximum amount of increases of stated capital, etc., mentioned in (a) above, after the subtraction of increased amount of stated capital mentioned in (a) above.
(vii) 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 Board of Directors of the Reorganized Company.
(viii) Conditions for exercise of stock acquisition rights:
(a) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a Director or an Executive Officer of the Company.
(b) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
(c) Besides the above, other conditions shall be stipulated in an agreement to be executed between the Company and the Holder, based on the resolution of the Board of Directors’ meeting.
(ix) Events regarding the Company’s acquisition of stock acquisition rights:
If a proposal for the approval of a merger agreement under which the Company will become a disappearing company or a proposal for the approval of 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 Meeting of Shareholders (or by the Board of Directors if no resolution of a Meeting of Shareholders is required for such approval), the Company will be entitled to acquire stock acquisition rights, without compensation, on a date separately designated by the Board of Directors.
The Stock Option Plan Approved on March 27, 2020
1. Grantees of share options
The Company’s 4 directors (excluding outside directors) and 30 executive officers.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 823.
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3. 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 82,300 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration () 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 “Allotment Date”), the number of shares acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one share resulting from such adjustment.
musho-wariate
| 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 merger and company split, on and after the Allotment Date, the Company may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.
4. Cash payment for share options (yen)
The cash payment required for each stock acquisition right shall be ¥1 per share to be acquired upon exercise of each stock acquisition right, multiplied by the number of shares acquired.
5. Period during which share options are exercisable
From May 2, 2020 to May 1, 2050
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥1,460 and ¥730, respectively. The issue price is total amount of the exercise price of each stock acquisition (¥1 per share) and the fair value of the stock acquisition rights at the allotment date (¥1,459 per share). In addition, the amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital increase, etc. which is calculated in accordance with the Article 17, Paragraph 1 of the Company Accounting Regulations (), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
Kaisha Keisan Kisoku
7. Other conditions for exercise of share options
(i) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a director or an executive officer of the Company.
(ii) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
8. 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.
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9. Treatment of the stock acquisition rights upon restructuring transaction
If the Company conducts a merger (limited to the case where the Company is dissolved due to the merger), or a share exchange or transfer (both, limited to the case where the Company becomes a wholly-owned subsidiary) (collectively, the “Structural Reorganization”), the Company shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in “a” through “e” of Article 236, Paragraph 1, Item 8 of the Companies Act of Japan (the “Reorganized Company”) to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant Structural Reorganization (the “Remaining Stock Acquisition Rights”) (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation; the date of establishment of a newly-incorporated company through consolidation; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). Provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, a share exchange agreement or a share transfer plan.
(i) Number of stock acquisition rights of the Reorganized Company to be allotted:
A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.
(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
Common stock of the Reorganized Company.
(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
To be determined in accordance with 3 above, taking into consideration, among others, the conditions of Structural Reorganization.
(iv) 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 to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The “exercise price after reorganization” shall be one 1 yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.
(v) Exercise period of stock acquisition rights:
From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided.
(vi) Matters regarding stated capital and capital reserves increased due to the issuance of shares upon exercise of stock acquisition rights:
(a) The increased amount of stated capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights will be one half (1/2) of the maximum amount of increase of stated capital, etc. to be calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
Kaisha Keisan Kisoku
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(b) The increased amount of capital reserves to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be the maximum amount of increases of stated capital, etc., mentioned in (a) above, after the subtraction of increased amount of stated capital mentioned in (a) above.
(vii) 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 Board of Directors of the Reorganized Company.
(viii) Conditions for exercise of stock acquisition rights:
(a) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a Director or an Executive Officer of the Company.
(b) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
(c) Besides the above, other conditions shall be stipulated in an agreement to be executed between the Company and the Holder, based on the resolution of the Board of Directors’ meeting.
(ix) Events regarding the Company’s acquisition of stock acquisition rights:
If a proposal for the approval of a merger agreement under which the Company will become a disappearing company or a proposal for the approval of 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 Meeting of Shareholders (or by the Board of Directors if no resolution of a Meeting of Shareholders is required for such approval), the Company will be entitled to acquire the stock acquisition rights, without compensation, on a date separately designated by the Board of Directors.
The Stock Option Plan Approved on March 30, 2021
1. Grantees of share options
The Company’s 3 directors (excluding outside directors) and 32 executive officers.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 437.
3. 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 43,700 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration () 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 “Allotment Date”), the number of shares acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one share resulting from such adjustment.
musho-wariate
75
| 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 merger and company split, on and after the Allotment Date, the Company may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.
4. Cash payment for share options (yen)
The cash payment required for each stock acquisition right shall be ¥1 per share to be acquired upon exercise of each stock acquisition right, multiplied by the number of shares acquired.
5. Period during which share options are exercisable
From April 29, 2021 to April 28, 2051
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥2,228 and ¥1,114, respectively. The issue price is total amount of the exercise price of each stock acquisition (¥1 per share) and the fair value of the stock acquisition rights at the allotment date (¥2,227 per share). In addition, the amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital increase, etc. which is calculated in accordance with the Article 17, Paragraph 1 of the Company Accounting Regulations (), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
Kaisha Keisan Kisoku
7. Other conditions for exercise of share options
(i) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a director or an executive officer of the Company.
(ii) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
8. 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.
9. Treatment of the stock acquisition rights upon restructuring transaction
If the Company conducts a merger (limited to the case where the Company is dissolved due to the merger), an absorption-type or incorporation-type company split (both, limited to the case where the Company becomes a corporate spin off), or a share exchange or transfer (both, limited to the case where the Company becomes a wholly-owned subsidiary) (collectively, the “Structural Reorganization”), the Company shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in “a” through “e” of Article 236, Paragraph 1, Item 8 of the Companies Act of Japan (the “Reorganized Company”) to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant
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Structural Reorganization (the “Remaining Stock Acquisition Rights”) (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation; the date of establishment of a newly-incorporated company through consolidation; in the case of an absorption-type company split, the date on which the absorption-type company split becomes effective; in the case of an incorporation-type company split, the date of establishment of a newly-incorporated company through the incorporation-type company split; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). Provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, a company split agreement, a company split plan, a share exchange agreement or a share transfer plan.
(i) Number of stock acquisition rights of the Reorganized Company to be allotted:
A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.
(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
Common stock of the Reorganized Company.
(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
To be determined in accordance with 3 above, taking into consideration, among others, the conditions of Structural Reorganization.
(iv) 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 to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The “exercise price after reorganization” shall be one 1 yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.
(v) Exercise period of stock acquisition rights:
From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided.
(vi) Matters regarding stated capital and capital reserves increased due to the issuance of shares upon exercise of stock acquisition rights:
(a) The increased amount of stated capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights will be one half (1/2) of the maximum amount of increase of stated capital, etc. to be calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
Kaisha Keisan Kisoku
(b) The increased amount of capital reserves to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be the maximum amount of increases of stated capital, etc., mentioned in (a) above, after the subtraction of increased amount of stated capital mentioned in (a) above.
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(vii) 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 Board of Directors of the Reorganized Company.
(viii) Conditions for exercise of stock acquisition rights:
(a) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a Director or an Executive Officer of the Company.
(b) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
(ix) Events regarding the Company’s acquisition of stock acquisition rights:
If a proposal for the approval of a merger agreement under which the Company will become a disappearing company or a proposal for the approval of 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 Meeting of Shareholders (or by the Board of Directors if no resolution of a Meeting of Shareholders is required for such approval), the Company will be entitled to acquire the stock acquisition rights, without compensation, on a date separately designated by the Board of Directors.
The Stock Option Plan Approved on March 30, 2022
1. Grantees of share options
The Company’s 3 directors (excluding outside directors) and 33 executive officers.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 690.
3. 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 69,000 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration () 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 “Allotment Date”), the number of shares acquired shall be adjusted in accordance with the following formula, rounding down any fraction of less than one share resulting from such adjustment.
musho-wariate
| 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 merger and company split, on and after the Allotment Date, the Company may make appropriate adjustment to the Number of Shares Acquired within a reasonable range.
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4. Cash payment for share options (yen)
The cash payment required for each stock acquisition right shall be ¥1 per share to be acquired upon exercise of each stock acquisition right, multiplied by the number of shares acquired.
5. Period during which share options are exercisable
From April 29, 2022 to April 28, 2052
6. Issue price and amount of increased stated capital (yen)
The issue price is total amount of the exercise price of each stock acquisition (¥1 per share) and the fair value of the stock acquisition rights shall be calculated by using the Black-Scholes model based on some conditions to be applied on the allotment date. In addition, the amount of capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be a half of the maximum amount of capital increase, etc. which is calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
Kaisha Keisan Kisoku
7. Other conditions for exercise of share options
(i) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a director or an executive officer of the Company.
(ii) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
8. 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.
9. Treatment of the stock acquisition rights upon restructuring transaction
If the Company conducts a merger (limited to the case where the Company is dissolved due to the merger), an absorption-type or incorporation-type company split (both, limited to the case where the Company becomes a corporate spin off), or a share exchange or transfer (both, limited to the case where the Company becomes a wholly-owned subsidiary) (collectively, the “Structural Reorganization”), the Company shall, in each of the above cases, allot stock acquisition rights of any of the relevant companies listed in “a” through “e” of Article 236, Paragraph 1, Item 8 of the Companies Act of Japan (the “Reorganized Company”) to the Holders holding the stock acquisition rights remaining at the time immediately preceding the effective date of the relevant Structural Reorganization (the “Remaining Stock Acquisition Rights”) (the effective date of the relevant Structural Reorganization shall mean, in the case of a merger, the date on which the merger becomes effective; in the case of a consolidation; the date of establishment of a newly-incorporated company through consolidation; in the case of an absorption-type company split, the date on which the absorption-type company split becomes effective; in the case of an incorporation-type company split, the date of establishment of a newly-incorporated company through the incorporation-type company split; in the case of a share exchange, the date on which the share exchange becomes effective; and in the case of a share transfer, the date of establishment of a wholly-owning parent company through the share transfer; hereinafter the same shall apply). Provided, however, that the foregoing shall be on the condition that transfer of such stock acquisition rights by the Reorganized Company in accordance with each of the following items is stipulated in a merger agreement, a consolidation agreement, a company split agreement, a company split plan, a share exchange agreement or a share transfer plan.
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(i) Number of stock acquisition rights of the Reorganized Company to be allotted:
A number equal to the number of the Remaining Stock Acquisition Rights held by the Holder shall be transferred to such Holder.
(ii) Class of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
Common stock of the Reorganized Company.
(iii) Number of shares of the Reorganized Company to be acquired upon exercise of stock acquisition rights:
To be determined in accordance with 3 above, taking into consideration, among others, the conditions of Structural Reorganization.
(iv) 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 to be allotted shall be the amount obtained by multiplying (x) the exercise price after reorganization set forth below by (y) the number of shares of the Reorganized Company to be acquired upon exercise of the relevant stock acquisition rights as determined in accordance with (iii) above. The “exercise price after reorganization” shall be one 1 yen per share of the Reorganized Company to be acquired upon exercise of each of its stock acquisition rights.
(v) Exercise period of stock acquisition rights:
From and including whichever is the later of (x) the commencement date of the period during which the stock acquisition rights may be exercised or (y) the effective date of the Structural Reorganization, to and including the expiration date of the period during which the stock acquisition rights may be exercised as provided.
(vi) Matters regarding stated capital and capital reserves increased due to the issuance of shares upon exercise of stock acquisition rights:
(a) The increased amount of stated capital to be increased due to the issuance of shares upon exercise of the stock acquisition rights will be one half (1/2) of the maximum amount of increase of stated capital, etc. to be calculated in accordance with Article 17, Paragraph 1 of the Company Accounting Regulations (). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
Kaisha Keisan Kisoku
(b) The increased amount of capital reserves to be increased due to the issuance of shares upon exercise of the stock acquisition rights shall be the maximum amount of increases of stated capital, etc., mentioned in (a) above, after the subtraction of increased amount of stated capital mentioned in (a) above.
(vii) 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 Board of Directors of the Reorganized Company.
(viii) Conditions for exercise of stock acquisition rights:
(a) Those to whom stock acquisition rights are allotted (the “Holder(s)”) shall be entitled to exercise all the stock 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 cease to hold any position as a Director or an Executive Officer of the Company.
(b) In the event that the Company recognizes any violation of laws and regulations, misconduct of the duties, act conflicting with the duty of due care or duty of loyalty, or any other act equivalent thereto of the Holder, the Company may limit, subject to a resolution by the Board of Directors of the Company, the number of offered stock acquisition rights that may be exercised by such Holder.
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(ix) Events regarding the Company’s acquisition of stock acquisition rights:
If a proposal for the approval of a merger agreement under which the Company will become a disappearing company, a proposal for the approval of a company split agreement or a company split plan under which the Company will become a split company or a proposal for the approval of 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 Meeting of Shareholders (or by the Board of Directors if no resolution of a Meeting of Shareholders is required for such approval), the Company will be entitled to acquire the stock acquisition rights, without compensation, on a date separately designated by the Board of Directors.
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, 2021, 2020 and 2019.
Total |
Japan |
Americas |
Europe |
Asia and Oceania |
||||||||||||||||
| December 31, 2021 |
||||||||||||||||||||
| Printing |
122,864 | 35,842 | 10,516 | 15,063 | 61,443 | |||||||||||||||
| Imaging |
25,761 | 10,766 | 2,100 | 5,184 | 7,711 | |||||||||||||||
| Medical |
12,769 | 6,919 | 2,421 | 1,670 | 1,759 | |||||||||||||||
| Industrial and Others |
14,053 | 8,858 | 226 | 201 | 4,768 | |||||||||||||||
| Corporate |
8,587 | 8,539 | — | 48 | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
184,034 | 70,924 | 15,263 | 22,166 | 75,681 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2020* |
||||||||||||||||||||
| Printing |
118,146 | 36,632 | 10,601 | 15,162 | 55,751 | |||||||||||||||
| Imaging |
27,994 | 11,263 | 2,135 | 5,465 | 9,131 | |||||||||||||||
| Medical |
12,602 | 6,882 | 2,212 | 1,753 | 1,755 | |||||||||||||||
| Industrial and Others |
14,701 | 9,155 | 359 | 150 | 5,037 | |||||||||||||||
| Corporate |
8,454 | 8,406 | — | 48 | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
181,897 | 72,338 | 15,307 | 22,578 | 71,674 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2019* |
||||||||||||||||||||
| Printing |
120,304 | 37,356 | 12,932 | 14,609 | 55,407 | |||||||||||||||
| Imaging |
30,147 | 11,787 | 2,562 | 5,062 | 10,736 | |||||||||||||||
| Medical |
12,189 | 6,425 | 2,305 | 1,728 | 1,731 | |||||||||||||||
| Industrial and Others |
16,183 | 9,243 | 408 | 1,677 | 4,855 | |||||||||||||||
| Corporate |
8,218 | 8,168 | — | 50 | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
187,041 | 72,979 | 18,207 | 23,126 | 72,729 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
*The numbers of Canon’s employees have been reclassified as of December 31, 2020 and 2019 based on the realignment of internal reporting and management structure which are disclosed in Note 23 of the Notes to Consolidated Financial Statements.
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.
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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 31, 2022. The total is 264,816 shares, constituting 0.02% of all outstanding shares.
| Name |
Position |
Number of shares |
||||
| Fujio Mitarai |
Chairman CEO | 144,444 | ||||
| Toshizo Tanaka |
Executive Vice President CFO | 24,510 | ||||
| Toshio Homma |
Executive Vice President CTO | 68,752 | ||||
| Kunitaro Saida |
Director | 11,200 | ||||
| Yusuke Kawamura |
Director | 500 | ||||
| Katsuhito Yanagibashi |
Audit Supervisory Board Member | 4,200 | ||||
| Hiroaki Sato |
Audit Supervisory Board Member | 2,810 | ||||
| Yutaka Tanaka |
Audit Supervisory Board Member | 400 | ||||
| Hiroshi Yoshida |
Audit Supervisory Board Member | 5,100 | ||||
| Koichi Kashimoto |
Audit Supervisory Board Member | 2,900 | ||||
| |
|
|||||
| Total | 264,816 | |||||
| |
|
|||||
The number of shares that may be subscribed for under rights granted to the Directors and Audit Supervisory Board Members, listed above, pursuant to the stock option plan approved by the stockholders on March 29, 2018 was 58,600 shares of common stock. The exercise price of the rights is ¥1 per share and those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. The exercisable period of acquisition rights is from May 2, 2018 to May 1, 2048.
The number of shares that may be subscribed for under rights granted to the Directors and Audit Supervisory Board Members, listed above, pursuant to the stock option plan approved on March 28, 2019 was 101,900 shares of common stock. The exercise price of the rights is ¥1 per share and those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. The exercisable period of acquisition rights is from April 27, 2019 to April 26, 2049.
The number of shares that may be subscribed for under rights granted to the Directors and Audit Supervisory Board Members, listed above, pursuant to the stock option plan approved on March 27, 2020 was 82,300 shares of common stock. The exercise price of the rights is ¥1 per share and those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. The exercisable period of acquisition rights is from May 2, 2020 to May 1, 2050.
The number of shares that may be subscribed for under rights granted to the Directors and Audit Supervisory Board Members, listed above, pursuant to the stock option plan approved on March 30, 2021 was 43,700 shares of common stock. The exercise price of the rights is ¥1 per share and those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. The exercisable period of acquisition rights is from April 29, 2021 to April 28, 2051.
The number of shares that may be subscribed for under rights granted to the Directors and Audit Supervisory Board Members, listed above, pursuant to the stock option plan approved on March 30, 2022 was
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69,000 shares of common stock. The exercise price of the rights is ¥1 per share and those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. The exercisable period of acquisition rights is from April 29, 2022 to April 28, 2052.
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, 2021:
| Name of major shareholder |
Shares owned |
Percentage |
||||||
Number of shares owned / Number of shares issued |
||||||||
| The Master Trust Bank of Japan, Ltd. (Trust Account) |
166,121,000 | 15.9 | % | |||||
| Custody Bank of Japan, Ltd. (Trust Account) |
62,350,600 | 6.0 | % | |||||
| The Dai-ichi Life Insurance Company, Limited |
24,320,780 | 2.3 | % | |||||
| Mizuho Bank, Ltd. |
22,558,173 | 2.2 | % | |||||
| State Street Bank West Client—Treaty 505234 |
20,903,878 | 2.0 | % | |||||
| Moxley and Co. LLC |
19,101,237 | 1.8 | % | |||||
| OBAYASHI CORPORATION |
16,527,607 | 1.6 | % | |||||
| Barclays Securities Japan Limited |
15,210,500 | 1.5 | % | |||||
| SMBC Nikko Securities Inc. |
14,157,500 | 1.4 | % | |||||
| Sompo Japan Insurance Inc. |
13,080,087 | 1.3 | % | |||||
Notes:
| 1: | Apart from the above shares, The Dai-ichi Life Insurance Company, Limited held 6,180,000 shares contributed to a trust fund for its retirement and severance plans. |
| 2: | Moxley and Co. LLC is a stocks holder of a title deed of JPMorgan Chase Bank which is the Company’s trustee bank of the American Depository Receipt. |
| 3: | Apart from the above shares, the Company owns 287,991,705 shares (21.6% of total issued shares) of treasury stock. |
| 4: | Ownership percentage is calculated by deducting the number of treasury shares from the total shares issued. |
Canon’s major shareholders do not have different voting rights from other shareholders.
As of December 31, 2021, 8.9% of the issued shares of common stock, including the Company’s treasury stock, were held of record by 290 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
83
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 30, 2022.
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 10 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, 2021 and 2020 and for each of the three years in the period ended December 31, 2021 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 December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021 have been audited by Deloitte Touche Tohmatsu LLC. The financial statements for the year ended December 31, 2019 have been audited by Ernst Young ShinNihon LLC. Their audit reports covering each of the periods is included in Item 18 of this report.
Refer to Item 18 “Financial Statements.”
Legal proceedings
There are no outstanding legal or other proceedings which could reasonably be expected to have a material adverse effect on Canon’s consolidated financial position, results of operations or cash flows.
Dividend policy
Dividends are proposed by the Board of Directors of the Company based on the
year-end
non-consolidated
financial statements of the Company, and are approved at the ordinary general meeting of shareholders, which is 84
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 dates for the Company’s
year-end
dividends and for the interim dividends are December 31 and June 30, respectively. Canon has become more proactive in returning profits to shareholders, mainly in the form of a dividend, taking into consideration
mid-term
profit forecasts, planned future investments, cash flow and other factors. As
COVID-19
infections continued to spread, production activities declined significantly. In addition, parts shortages and logistic disruptions became serious issues which greatly affected Canon’s operating results. However, both sales and profits increased from the previous fiscal year, as a result of the efforts to expand sales of products and services and generate profits. Amid these conditions, in 2021, Canon has decided to distribute a full-year dividend of ¥100 per share, (interim dividend of ¥45 per share that was already distributed and
year-end
dividend of ¥55) which represents a ¥20 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 and will be traded on the Prime Market of the TSE after April 4, 2022. The shares are also listed on three other regional markets in Japan (Nagoya, Fukuoka and Sapporo).
Trading in foreign markets
The Company’s ADRs are listed on the New York Stock Exchange (“NYSE”), the principal stock exchange market outside Japan.
Since the Company’s 1969 public offering in the United States of U.S.$9,000,000 principal amount of its 6 1/2 % Convertible Debentures due 1984, there has been limited trading in the 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.
over-the-counter
On September 14, 2000, Canon listed its ADSs on the NYSE under the symbol CAJ.
The depositary and agent of the ADRs is JPMorgan Chase Bank, N.A., located at 383 Madison Avenue, Floor 11 New York, New York 10179 U.S.A.
B. Plan of distribution
Not applicable.
C. Markets
See Item 9A “Offer and listing details”.
85
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 equipment of various kinds. |
| (6) | Manufacture and sale of parts, materials, etc. relative to the products mentioned in each of the preceding items. |
| (7) | Production and sale of software products. |
| (8) | Manufacture and sale of pharmaceutical products. |
| (9) | Telecommunications business, and information service business such as information processing service business, information providing service business, etc. |
| (10) | Contracting for telecommunications works, electrical works and machinery and equipment installation works. |
| (11) | Sale, purchase and leasing of real properties, contracting for construction works, design of buildings and supervision of construction works. |
| (12) | Manpower providing business, property leasing business and travel business. |
| (13) | Business relative to investigation, analysis of the environment and purification process of soil, water, etc. |
| (14) | Any and all business relative to each of the preceding items. |
Provisions Regarding Directors
There is no provision in the 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 Companies Act of Japan, the law relating to joint stock corporations (known in Japanese as ), a director is required to refrain from voting on such matters at meetings of the board of directors.
kabushiki kaisha
86
The Companies Act 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 policy to determine the compensation for each director and the amount of compensation for each director. The board of directors may, by its resolution, leave the decision on the amount of compensation for each director to the discretion of the company’s representative director, who shall comply with the policy as determined by the board of directors.
The Companies Act 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 Companies Act 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 Companies Act of Japan or its Articles of Incorporation.
Holding of Shares by Foreign Investors
Other than the Japanese unit share system that is described in “Rights of Shareholders – Japanese Unit Share System” below, there are no limitations on the rights of
non-residents
or foreign shareholders to hold or exercise voting rights on the Company’s shares imposed by the laws of Japan or the Company’s Articles of Incorporation or other constituent documents. Rights of Shareholders
Set forth below is information relating to the Company’s common stock, including brief summaries of the relevant provisions of its Articles of Incorporation and Regulations for Handling of Shares, as currently in effect, and of the Companies Act 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, 2021. In accordance with the Law Concerning Book-Entry Transfer of Corporate Bonds, Shares, etc. (including regulations promulgated thereunder; the “Book-Entry Law”), 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 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 Companies Act 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.
87
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 Companies Act 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 Companies Act of Japan, distributions of Surplus are required to be authorized by a resolution of a general meeting of shareholders.
Under the Articles of Incorporation of the Company,
year-end
dividends and interim dividends, if any, may be distributed to shareholders (or pledgees) appearing in the register of shareholders as of December 31 and June 30 of each year, respectively. Distributions of Surplus may be made in cash or in kind in proportion to the number of shares held by each shareholder. A resolution of a shareholders’ meeting must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, the Company may, pursuant to a resolution of shareholders’ meeting, grant a right to its shareholders to require the Company to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders.
Restriction on Distributions of Surplus
When the Company makes a distribution of Surplus, the Company must, until the aggregate amount of its additional
paid-in
capital and legal reserve reaches one-quarter
of its stated capital, set aside in its additional paid-in
capital and/or legal reserve an amount equal to one-tenth
of the amount of Surplus so distributed. The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D – (E + F + G)
In the above formula, the letters from “A” to “G” are defined as follows:
“A”= the total amount of “other capital surplus” and “other retained earnings,” each such amount that is appearing on its
non-consolidated
balance sheet as of the end of the last fiscal year; “B”= (if the Company has disposed of its treasury stock after the end of the last fiscal year) the amount of the consideration for such treasury stock received by the Company less the book value thereof;
“C”= (if the Company has reduced its stated capital after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to additional
paid-in
capital or legal reserve (if any); “D”= (if the Company has reduced its additional
paid-in
capital or legal reserve after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any); “E”= (if the Company has cancelled its treasury stock after the end of the last fiscal year) the book value of such treasury stock;
88
“F”= (if the Company has distributed Surplus to its shareholders after the end of the last fiscal year) the total book value of the Surplus so distributed;
“G”= certain other amounts set forth in the ordinances of the Ministry of Justice, including (if the Company has reduced Surplus and increased its stated capital, additional
paid-in
capital or legal reserve after the end of the last fiscal year) the amount of such reduction and (if the Company has distributed Surplus to the shareholders after the end of the last fiscal year) the amount set aside in the additional paid-in
capital or legal reserve (if any) as required by the ordinances of the Ministry of Justice. The aggregate book value of Surplus distributed by the Company may not exceed a prescribed distributable amount (the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus less the aggregate of the following:
(a) the book value of the Company’s treasury stock;
(b) the amount of consideration for the treasury stock disposed of by the Company after the end of the last fiscal year; and
(c) certain other amounts set forth in the ordinances of the Ministry of Justice, including (if the sum of
one-half
of goodwill and the deferred assets exceeds the total of stated capital, additional paid-in
capital and legal reserve, each such amount that is appearing on the non-consolidated
balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice. If the Company has become at its option a company with respect to which consolidated balance sheets should also be taken into consideration in the calculation of the Distributable Amount (), it will be required to further deduct from the amount of Surplus the excess amount (if the amount is zero or below zero) of (x) the total amount of shareholders’ equity appearing on its
renketsu haito kisei tekiyo kaisha
non-consolidated
balance sheet as of the end of the last fiscal year and certain other amounts set forth in the ordinances of the Ministry of Justice over (y) the total amount of shareholders’ equity and certain amounts set forth in the ordinances of the Ministry of Justice appearing on its consolidated balance sheets as of the end of the last fiscal year. If the Company has prepared interim financial statements as described below, and if such interim financial statements have been approved (unless exempted by the Companies Act of Japan) by a general meeting of shareholders, the Distributable Amount must be adjusted to take into account the amount of profit or loss, and the amount of consideration for the treasury stock disposed of by the Company, during the period in respect of which such interim financial statements have been prepared. The Company may prepare
non-consolidated
interim financial statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim financial statements so prepared by the Company must be approved by the board of directors and audited by its independent auditors, as required by the ordinances of the Ministry of Justice. Stock Splits
The Companies Act of Japan permits the Company, by resolution of its Board of Directors, to make stock splits, regardless of the value of net assets (as appearing in its latest
non-consolidated
balance sheet) per share. In addition, by resolution of the Company’s Board of Directors, the Company may increase the authorized shares up to the number reflecting the rate of stock splits and amend its Articles of Incorporation to this effect without the approval of a shareholders’ meeting. For example, if each share became three shares by way of a stock split, the Company may increase the authorized shares from the current 3,000,000,000 shares to 9,000,000,000 shares. Under the Book-Entry Law, the Company must give notice to JASDEC regarding a stock split at least two weeks prior to the relevant record date. On the effective date of the stock split, the numbers of shares recorded in
89
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 Companies Act 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, |
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| • | to receive cash or other assets in case of consolidation or split of shares, exchange or transfer of shares or corporate merger, |
| • | to be allotted rights to subscribe for free for new shares when such rights are granted to shareholders, and |
| • | to participate in any distribution of surplus assets upon liquidation. |
Ordinary and Extraordinary General Meeting of Shareholders
The Company normally holds its ordinary general meeting of shareholders in March of each year in
Ohta-ku,
Tokyo or in a 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 Companies Act of Japan, notice of any shareholders’ meeting must be given to each shareholder having voting rights or, in the case of a non-resident
shareholder, to his resident proxy or mailing address in Japan in accordance with the Company’s Regulations for Handling of Shares, at least two weeks prior to the date of the meeting. Voting Rights
A shareholder is generally entitled to one vote per one unit of shares as described in this paragraph and under “Japanese Unit Share System” above. In general, under the Companies Act 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 Companies Act of Japan and the Company’s Articles of Incorporation require a quorum for the election of directors and Audit Supervisory Board Members of not less than
one-third
of the total number of outstanding shares having voting rights. The Company’s shareholders are not entitled to cumulative voting in the election of Directors. A corporate shareholder whose outstanding shares are in turn more than one-quarter
directly or indirectly owned by the Company does not have voting rights. Shareholders may exercise their voting rights through proxies, provided that those proxies are also shareholders who have voting rights. Pursuant to the Companies Act of Japan and the Company’s Articles of Incorporation, a quorum of not less than
one-third
of the outstanding shares with voting rights must be present at a shareholders’ meeting to approve any material corporate actions such as: | • | a reduction of stated capital, |
| • | amendment of the Articles of Incorporation (except amendments which the Board of Directors are authorized to make under the Companies Act of Japan as described in “Stock Splits“ and “Japanese Unit Share System“ above), |
| • | the removal of an Audit Supervisory Board Member, |
| • | establishment of a 100% parent-subsidiary relationship by way of share exchange or share transfer, |
| • | establishment of a parent-subsidiary relationship by way of share delivery, |
| • | 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 shinkabu yoyakuken-tsuki shasai |
| • | 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. |
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At least
two-thirds
of the outstanding shares having voting rights present at the meeting is required to approve these actions. The voting rights of holders of ADSs are exercised by the depositary based on instructions from those holders.
Subscription Rights
Holders of shares have no
pre-emptive
rights. Authorized but unissued shares may be issued at such times and upon such terms as the board of directors determines, subject to the limitations as to the issue of new shares at a “specially favorable” price mentioned in “Voting Rights” above. The board of directors may, however, determine that shareholders be given subscription rights to new shares, in which case they must be given on uniform terms to all shareholders as of a record date with not less than two weeks prior public notice. Each of the shareholders to whom such rights are given must also be given at least two weeks prior notice of the date on which such rights will expire. Stock Acquisition Rights
The Company may issue stock acquisition rights or bonds with stock acquisition rights (in relation to which the stock acquisition rights are undetachable). Except where the issue would be on “specially favorable” conditions mentioned in “Voting Rights” above, the issue of stock acquisition rights or bonds with stock acquisition rights may be authorized by a resolution of the board of directors. Subject to the terms and conditions thereof, holders of stock acquisition rights may acquire a prescribed number of shares by exercising their stock acquisition rights and paying the exercise price at any time during the exercise period thereof. Upon exercise of stock acquisition rights, the Company will be obliged to either issue the relevant number of new shares or transfer the necessary number of existing shares held by it as treasury stock to the holder. The entitlements accorded to stock acquisition rights attached to bonds are substantially similar to those accorded to stock acquisition rights issued without being attached to bonds, provided that, if so determined by the board of directors at the time of its resolution authorizing the issue of the relevant bonds with stock acquisition rights, then, upon exercise of the stock acquisition rights, their exercise price will be deemed to have been paid by the holder thereof to the Company in lieu of the Company redeeming the relevant bonds.
Liquidation Rights
In the event of liquidation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among the shareholders in proportion to the number of shares they own.
Liability to Further Calls or Assessments
All of the Company’s currently outstanding shares, including shares represented by the ADSs, are fully paid and nonassessable.
Share Registrar
Mizuho Trust Banking Co., Ltd. (“Mizuho Trust”) is the share registrar for the Company’s shares. Mizuho Trust’s office is located at
1-3-3,
Marunouchi, Chiyoda-ku,
Tokyo, Japan. Under the clearing system, Mizuho Trust maintains the Company’s register of shareholders and records transfers of record ownership upon the Company’s receipt of necessary information from JASDEC and other information in the register of shareholders, as described under “Record Date” below. Record Date
The close of business on December 31 is the record date for the Company’s
year-end
dividends, if paid. June 30 is the record date for interim dividends, if paid. A holder of shares constituting one or more whole units 92
who is registered as a holder on the Company’s register of shareholders at the close of business as of December 31 is also entitled to exercise shareholders’ voting rights at the ordinary general meeting of shareholders with respect to the fiscal year ending on December 31. In addition, the Company may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at least two weeks prior public notice.
Under the Book-Entry Law, the Company is required to give notice of each record date to JASDEC at least two weeks prior to such record date. JASDEC is required to promptly give the Company notice of the names and addresses of the Company’s shareholders, the numbers of shares held by them and other relevant information as of such record date.
The shares generally trade
ex-dividend
or ex-rights
in the Japanese stock exchanges on the second business day before a record date (or if the record date is not a business day, the third business day prior thereto), for the purpose of dividends or rights offerings. Repurchase by the Company of Shares
Under the Companies Act 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.
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C. Material contracts
All contracts concluded by the Company during the two years preceding the date of this annual report were entered into in the ordinary course of business.
D. Exchange controls
The summary is not intended to be an exhaustive analysis of the notification or reporting requirements under Japanese foreign exchange regulations. Potential investors should consult their own legal advisors on the consequences of the acquisition of shares of the Company or voting rights of the Company’s shares.
(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 of the Company and voting rights of the Company’s shares and certain exercise of voting rights of the Company’s shares by
“non-residents
of Japan” and by “foreign investors”, as hereinafter defined. “Non-residents
of Japan” are defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan. Generally, branches and other offices of Japanese corporations located outside Japan are regarded as non-residents
of Japan, while branches and other offices located within Japan of non-resident
corporations are regarded as residents of Japan. “Foreign investors” are defined to be (i) individuals not resident in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside Japan, (iii) corporations of which 50% or more of the shares are held by (i) and / or (ii) above, (iv) partnerships or limited partnerships engaging in investment business of which (a) 50% or more of the total contributions are made by (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations or (b) a majority of the general partners are (i), (ii), (iii) above and/or (v) below or any other persons prescribed under the Foreign Exchange Regulations and (v) corporations in respect of which (a) a majority of the officers are non-resident
individuals or (b) a majority of the officers having the power to represent the corporation are non-resident
individuals. Issuance of Securities by the Company
Under the Foreign Exchange Regulations, the issue of securities outside Japan by the Company is, in principle, not subject to a prior notification requirement, but subject to a post reporting requirement of the Minister of Finance. Under the Foreign Exchange Regulations as currently in effect, payments of principal, premium and interest in respect of securities and any additional amounts payable pursuant to the terms thereof may in general be paid when made without any restrictions under the Foreign Exchange Regulations.
Acquisition of Shares
In general, the acquisition of shares of stock of a Japanese company listed on any Japanese stock exchange by a
non-resident
of Japan from a resident of Japan is not subject to a prior notification requirement other than those relating to an “inward direct investment”, as hereinafter described. Description of Inward Direct Investment
In the case where a foreign investor acquires listed shares or voting rights of a Japanese listed company (whether from a resident or a
non-resident
of Japan, from another foreign investor or from or through a designated securities company) and as a result of such acquisition the number of shares or voting rights held, directly or indirectly, by such foreign investor would become 1% or more of the total outstanding shares or the total number of voting rights of the company, such acquisition generally constitutes an inward direct investment. 94
In the case where a foreign investor acquires the authority to exercise, either directly or through instructions, voting rights of a Japanese listed company held by other shareholders and as a result of such acquisition the total number of voting rights held by such foreign investor would become 1% or more of the total number of voting rights of the company, such acquisition generally constitutes an inward direct investment. In the case where a foreign investor manages, on a discretionary basis, shares or voting rights of a Japanese listed company and in combination with any existing management, directly or indirectly manages 1% or more of the total outstanding shares or the total number of voting rights of the company, such discretionary investment management generally constitutes an inward direct investment.
In addition, in the case where a foreign investor directly or indirectly holding 1% or more of the total number of voting rights of a Japanese listed company and, at a general meeting of shareholders, consents to certain proposals having a material influence on the management of the company such as the (a) election of such foreign investor or any of its related persons (as prescribed in the Foreign Exchange Regulations) as a director or corporate auditor of the company or (b) transfer or discontinuation of its business, such consent will also constitute an inward direct investment. Additionally, in the case where a foreign investor (a) has been granted the authority to exercise voting rights on behalf of other shareholders of a Japanese listed company regarding certain matters controlling or having a material influence on the management of such company, such as the election or removal of directors, or (b) has obtained consent from other foreign investors holding the voting rights of the company to exercise the voting rights of such company held by such other foreign investors jointly, and, in each case, as a result of these arrangements, the number of the voting rights directly or indirectly held by the foreign investor, including the total number of the voting rights subject to such proxy, or the sum of the number of the voting rights directly or indirectly held by the foreign investor and such other foreign investors subject to such joint voting agreement, as the case may be, is 10% or more of the total number of voting rights of the relevant company, such arrangement regarding voting rights (hereinafter referred to as a “voting arrangement”) generally constitutes an inward direct investment.
In each case above, if there are other foreign investors with whom the foreign investor has a special relationship as prescribed in the Foreign Exchange Regulations, the shares or voting rights held by such other foreign investors will be included in the relevant number.
Prior Notification Requirements for Inward Direct Investment
If a foreign investor intends to acquire, or manage on a discretionary basis, shares or voting rights of a Japanese listed company, or to acquire the authority to exercise, either directly or through instructions, voting rights held by other shareholders and such activity constitutes an inward direct investment as described above, such foreign investor shall file a prior notification with the Minister of Finance and any other competent Ministers, unless otherwise exempted under the Foreign Exchange Regulations. The conditions for the exemption from the prior notification requirement for an acquisition or management on a discretionary basis of shares or voting rights of, or an acquisition of the authority to exercise, either directly or through instructions, voting rights of, a Japanese listed company that is engaged in certain business as designated by the Foreign Exchange Regulations (the “Designated Businesses”) other than certain Designated Business designated by the Foreign Exchange Regulations as a core sector business (the “Core Sector Businesses”) are as follows (the “Exemption Conditions”):
(a) the foreign investor or its related persons will not become directors or corporate auditors of the company;
(b) the foreign investor will not make certain proposals (as prescribed in the Foreign Exchange Regulations) at the general meeting of shareholders, including transfer or discontinuation of the Designated Businesses of the company; and
95
(c) the foreign investor will not access
non-public
technical information in relation to the Designated Businesses of the relevant company, or take certain other actions that may lead to the leakage of such non-public
technical information (as prescribed in the Foreign Exchange Regulations). In the case of an acquisition or management on a discretionary basis of shares or voting rights of, or an acquisition of the authority to exercise, either directly or through instructions, voting rights of, a Japanese listed company that is engaged in the Core Sector Businesses, the foreign investor may be exempted from the prior notification requirement, if, as a result of such acquisition, the foreign investor, in combination with any existing holdings, directly or indirectly holds less than 10% of the total number of outstanding shares or voting rights of the company and such foreign investor complies with the Exemption Conditions and the following additional conditions:
(a) the foreign investor will not attend, or not cause any persons designated by it to attend, meetings of the company’s board of directors, or meetings of committees having authority to make important decisions, in respect of the Core Sector Businesses of the company; and
(b) the foreign investor will not make, or not cause any persons designated by it to make, proposals to such board or committees or their members in writing or electronic form requesting any response or actions by certain deadlines in respect of the Core Sector Businesses of the company.
Notwithstanding the above, if a foreign investor falls under a category of disqualified investors designated by the Foreign Exchange Regulations (including (a) investors who have records of certain sanctions due to violations of the Foreign Exchange and Foreign Trade Law and (b) certain investors that are state-owned enterprises or other related entities that are not otherwise accredited by the Minister of Finance), such foreign investor may not be eligible for the exemptions described above. On the other hand, if a foreign investor falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Regulations) and complies with the Exemption Conditions, such foreign investor may be eligible for the exemptions described above, even if the acquisition results in such foreign investor’s directly or indirectly holding 10% or more of the total number of outstanding shares or voting rights of the company engaged in the Core Sector Businesses.
In addition, if a foreign investor intends to consent to a proposal at the general meeting of shareholders of a Japanese listed company engaged in the Designated Businesses or to make a voting arrangement with respect to such company, in each case, that constitutes an inward direct investment as described above, prior notification of the relevant inward direct investment shall be filed with the Minister of Finance and any other competent Ministers in certain circumstances. In such cases, the exemptions from the prior notification requirements described above may not be available, except for cases where the relevant voting arrangement is a joint voting agreement with other foreign investors to exercise voting rights regarding matters other than certain matters with respect to controlling or having a material influence on the management of the relevant company.
If such prior notification is filed, the proposed inward direct investment may not be consummated prior to the lapse of 30 days after the date of filing during which time the competent Ministers will review the proposed inward direct investment, although this screening period may be shortened to two weeks by such Ministers if they no longer deem it necessary to review the proposed inward direct investment. The Ministers may extend the screening period up to five months if they deem it necessary to continue to review the proposed inward direct investment, may recommend any modification or abandonment of the proposed inward direct investment and, if the foreign investor does not accept such recommendation, the Ministers may order the modification or abandonment of such inward direct investment. In addition, if the Ministers consider that the proposed inward direct investment is likely to cause damage to the national security of Japan, to interfere with the maintenance of public order or to pose an obstacle to the preservation of public safety, and, if a foreign investor (a) consummates such inward direct investment without filing the prior notification described above; (b) consummates such inward direct investment before the expiration of the screening period described above; (c) in connection with such inward direct investment, makes false statements in the prior notification described above; or (d) does not follow
96
the recommendation or order issued by the Ministers to modify or abandon such inward direct investment, the Ministers may order such foreign investor to divest all or part of the shares acquired or take other measures.
Post-fact Reporting Requirements for Inward Direct Investment
A foreign investor who consummates an inward direct investment as described above through an acquisition, or management on a discretionary basis, of shares or voting rights of, or through an acquisition the authority to exercise, directly or through instructions, voting rights of, a Japanese listed company that is engaged in the Designated Businesses, but is not subject to the prior notification requirements described above due to the exemptions from such prior notification requirements, in general, must file a report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers within 45 days of the date when, as a result of such acquisition, the foreign investor, in combination with any existing holdings, directly or indirectly holds (a) 1% or more but less than 3% of the total number of issued shares or voting rights, for the first time, (b) 3% or more but less than 10% of the total number of issued shares or voting rights, for the first time, or (c) 10% or more of the total number of issued shares or voting rights (excluding, in the cases of (a) and (b) above, a foreign investor who falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Regulations)). In addition, if a foreign investor consummates the inward direct investment described above through the acquisition of shares or voting rights of, or the authority to exercise, directly or through instructions, voting rights of, a Japanese listed company that is not engaged in the Designated Businesses (which is not subject to the prior notification requirements described above) and, as a result of such inward direct investment, the number of shares or voting rights held, directly or indirectly, by such foreign investor would become 10% or more of the total outstanding shares or the total number of voting rights of the company,, such foreign investor must file a report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers within 45 days of such inward direct investment.
In addition, if a foreign investor consummates the inward direct investment described above through a voting arrangement with respect to a Japanese listed company that is not engaged in the Designated Businesses (which is not subject to the prior notification requirements described above), such foreign investor must file a report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers having jurisdiction over such Japanese company within 45 days of such inward direct investment.
Dividends and Proceeds of Sales
Under the Foreign Exchange Regulations currently in effect, dividends paid on, and the proceeds of sale in Japan of, the shares held by
non-residents
of Japan may be converted into any foreign currency and repatriated abroad. The acquisition of shares by non-resident
shareholders by way of stock splits is not subject to any of the aforesaid notification or reporting 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 or any change in material set out in a previously filed report. For this purpose, shares with exercisable rights for subscription of shares held by such holder are taken into account in determining both the size of a holding and a company’s total outstanding share capital.
E. Taxation
1. Taxation in Japan
Generally, a
non-resident
of Japan or non-Japanese
corporation (a “Non-Resident
Holder”) is subject to Japanese withholding tax on dividends paid by Japanese corporations. Stock splits are not subject to Japanese 97
income tax. A conversion of retained earnings or legal reserve (but not additional
paid-in
capital, in general) into stated capital (whether made in connection with a stock split or otherwise) is not treated as a deemed dividend payment to shareholders for Japanese tax purposes. Thus, such a conversion does not trigger Japanese withholding taxation. (Article 2 (16) of the Japanese Corporation Tax Law and Article 8 (1) (xiii) of the Japanese Corporation Tax Law Enforcement Order). Pursuant to the Convention Between the Government of the United States of America and the Government of Japan for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Treaty”), dividend payments made by a Japanese corporation to a U.S. resident or corporation, unless the recipient of the dividend has a “permanent establishment” in Japan and the shares or ADSs with respect to which such dividends are paid are effectively connected with such “permanent establishment,” are 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% (, no withholding) for pension funds which are qualified U.S. residents eligible for benefits of the Treaty, provided that the dividends are not derived from the carrying on of a business, directly or indirectly, by such pension funds. Japan is a party to a number of income tax treaties, conventions and agreements, (collectively “Tax Treaties”), whereby the maximum withholding tax rate for dividend payments is set at, in most cases, 15% for portfolio investors who are
i.e.
Non-Resident
Holders. Specific countries with which such Tax Treaties have been entered into include Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, and Singapore. Japan’s income tax treaties with Australia, Belgium, France, The Netherlands, Sweden, Switzerland and the United Kingdom have been amended to generally reduce the maximum withholding tax rate to 10%. Japan’s income tax treaty with Spain has been amended to generally reduce the maximum withholding tax rate to 5%. Japan signed the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”). The tax treaties with Australia, Canada, The Czech Republic, Egypt, Finland, France, Hungary, India, Indonesia, Ireland, Israel, Kazakhstan, South Korea, Luxembourg, Malaysia, The Netherlands, New Zealand, Norway, Oman, Pakistan, Poland, Portugal, Qatar, Saudi Arabia, Singapore, Slovakia, Ukraine, United Arab Emirates, and the United Kingdom are partly overridden by the MLI as of January 1, 2022. 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 before 2037, such as those paid by the Company on shares or ADSs, to
Non-Resident
Holders is 15.315% 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 20.42% (Article 182(ii) of the Japanese Income Tax Law and Article 9-3(1)(i)
of the Japanese Special Tax Measures Law, including its relevant temporary provision for these withholding rates). In order to enjoy a lower treaty rate, the taxpayer must file a treaty application in advance with the Company. Gains derived from the sale outside Japan of Japanese corporations’ shares or ADSs by
Non-Resident
Holders, or from the sale of Japanese corporations’ shares or ADSs within Japan by a non-resident
of Japan as an occasional transaction or by a non-Japanese
corporation not having a permanent establishment in Japan, are generally not subject to Japanese income or corporation taxes, provided that the seller is a portfolio 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
98
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 the Company stock, by vote or by value; |
| • | 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. An investor should consult its own tax adviser 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.
This discussion assumes that the Company was not a passive foreign investment company for 2021, as described below.
Taxation of Distributions
Distributions paid on the Company shares or ADSs, other than certain distributions of common shares, to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under
pro rata
99
U.S. federal income tax principles) will be treated as 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 deductions allowed to U.S. corporations. Subject to applicable limitations that may vary depending upon a U.S. holder’s individual circumstances, dividends paid to certain
non-corporate
U.S. holders will be taxable at the favorable rates applicable to long-term capital gains. Non-corporate
U.S. holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favorable rates. Dividends paid in Japanese yen will be included in a U.S. holder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt of the dividend by the U.S. holder, in the case of the Company shares, or by the depositary, in the case of ADSs, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
Japanese income taxes withheld from cash dividends on the Company shares or ADSs at a rate not exceeding the rate provided by the Treaty will be creditable against a U.S. holder’s U.S. federal income tax liability, subject to applicable limitations that may vary depending upon a U.S. holder’s circumstances. 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 2021 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
100
charge would be imposed on the tax liability attributable to such allocated amounts. Further, any distribution in respect of the Company shares or ADSs in excess of 125% of the average of the annual distributions on such securities received by a U.S. holder during the preceding three years or its holding period, whichever is shorter, would be subject to taxation as described immediately above. Certain elections (including a election) may be available to a U.S. holder that would result in alternative tax treatments.
mark-to-market
In addition, if the Company were a PFIC or, with respect to a particular U.S. holder, were treated as a PFIC in a taxable year in which it pays a dividend or the prior taxable year, the favorable tax rates discussed above with respect to dividends paid to certain
non-corporate
U.S. holders would not apply. If the Company were a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, the U.S. holder would generally be required to file IRS Form 8621 with its annual U.S. federal income tax return, subject to certain exceptions.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through 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 a
non-U.S.
person, generally on IRS Form 8938, subject to certain exceptions (including an exception for stock held in custodial accounts maintained by a U.S. financial institution). U.S. holders are urged to consult their tax advisers regarding the effect, if any, of this requirement on their tax reporting obligations. F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
Under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is subject to requirements information disclosure. The Company files various reports and other information, including Form
20-F
and Annual Reports, with the Securities Exchange Commission and the NYSE. Form 20-F
is available at the Electronic Data Gathering, Analysis, Retrieval system (“EDGAR”) website which is maintained by the Securities Exchange Commission. Securities Exchange Commission Home Page:
https://www.sec.gov
I. Subsidiary information
Not applicable.
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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 risk of changes in foreign currency exchange rates, Canon uses derivative financial instruments.
Equity price risk
Canon holds marketable securities included in current assets, which consist generally of highly-liquid and
low-risk
instruments. Investments included in noncurrent assets are held as long-term investments. Canon does not hold marketable securities and investments for trading purposes. Maturities and fair values of such marketable securities and investments with original maturities of more than three months were as follows at December 31, 2021.
2021 |
||||
Fair value |
||||
(Millions of yen) |
||||
| Fund trusts and others |
609 | |||
| Equity securities |
28,640 | |||
| |
|
|||
| 29,249 | ||||
| |
|
|||
Foreign currency exchange rate and interest rate risk
Canon operates internationally, exposing it to the risk of changes in foreign currency exchange rates. Derivative financial instruments are comprised principally of foreign currency exchange contracts utilized by the Company and certain of its subsidiaries to reduce the risk. Canon assesses foreign currency exchange rate risk by continually monitoring changes in the exposures and by evaluating hedging opportunities. Canon does not hold or issue derivative financial instruments for trading purposes. Canon is also exposed to credit-related losses in the event of
non-performance
by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations. Most of the counterparties are internationally recognized financial institutions and selected by Canon taking into account their financial condition, and contracts are diversified across a number of major financial institutions. Canon’s international operations expose Canon to the risk of changes in foreign currency exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and intercompany trade receivables which are denominated in foreign currencies. In accordance with Canon’s policy, a specific portion of foreign currency exposure resulting from forecasted intercompany sales are hedged using foreign exchange contracts which principally mature within three months.
102
The following table provides information about Canon’s major derivative financial instruments related to foreign currency exchange transactions existing as of December 31, 2021. All of the foreign exchange contracts described in the following table have a contractual maturity date in 2022.
U.S.$ |
Euro |
Others |
Total |
|||||||||||||
(Millions of yen) |
||||||||||||||||
| Forwards to sell foreign currencies: |
||||||||||||||||
| Contract amounts |
78,776 | 80,847 | 9,769 | 169,392 | ||||||||||||
| Estimated fair value |
(1,014 | ) | (545 | ) | (93 | ) | (1,652 | ) | ||||||||
| Forwards to buy foreign currencies: |
||||||||||||||||
| Contract amounts |
19,550 | 897 | 7,006 | 27,453 | ||||||||||||
| Estimated fair value |
99 | 3 | (504 | ) | (402 | ) | ||||||||||
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 exchange contracts associated with forecasted intercompany sales, are reported in accumulated other comprehensive income (loss). These amounts are subsequently reclassified into earnings in the same period as the hedged items affect earnings. Substantially all amounts recorded in accumulated other comprehensive income (loss) as of December 31, 2021 are expected to be recognized in net sales over the next twelve months. 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.
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
| (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.
103
| (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.
104
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 management, including its chief executive officer and chief financial officer, evaluated the effectiveness of Canon’s disclosure controls and procedures, as defined in Rule
13a-15(e)
and 15d-15(e)
of the Exchange Act as of December 31, 2021. Based on this evaluation, the chief executive officer and chief financial officer have concluded that, as of December 31, 2021, Canon’s disclosure controls and procedures were effective. Management’s Report on Internal Control over Financial Reporting
The management of Canon is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule
13a-15(f)
and 15d-15(f)
promulgated under the Exchange Act, 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 U.S. 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 Canon; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of Canon are being made only in accordance with authorizations of management and directors of Canon; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Canon’s assets that could have a material effect on the financial statements. Because there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. 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, 2021. In making this assessment, management used the criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on its assessment, management concluded that, as of December 31, 2021, Canon’s internal control over financial reporting was effective.
105
Canon’s independent registered public accounting firm, Deloitte Touche Tohmatsu LLC, has issued an audit report on the effectiveness of Canon’s internal control over financial reporting. This report appears in Item 18.
Remediation of Previously Reported Material Weaknesses in Internal Control over Financial Reporting
As described in Canon’s previous Annual Report on Form
20-F,
Canon’s management concluded that Canon’s internal control over financial reporting was not effective as of December 31, 2020 due to identified deficiencies in the risk assessment and control activities principles associated with the COSO framework, which, either individually or in the aggregate, constituted material weaknesses relating to (i) identifying and analyzing significant changes that could impact the system of internal control and control activities, and (ii) integrating control activities to ensure that responses to risks are performed in a timely manner. Factors contributing to the material weaknesses described above included the failure to generate or maintain sufficient evidence supporting Canon’s consideration of the significant changes and the impact on its internal controls over financial reporting. During the year ended December 31, 2021, management implemented measures to remediate the identified deficiencies, including generation and maintenance of sufficient evidence to support Canon’s consideration of significant changes and the impact of such changes on its system of internal control and control activities. The following remediation steps were completed:
| • | Improved open and timely communications within the organization with established policies and procedures, in writing, to facilitate and maintain the identification of significant changes that could impact Canon’s system of internal control and control activities |
| • | Strengthened controls and documentation around management’s review of accounting positions and treatment |
| • | Implemented controls and documentation around management’s review of the basis applied for transactions to be considered material to the financial statements in a timely manner. |
As a result of these efforts, Canon’s management concluded that the material weaknesses had been remediated as of December 31, 2021.
Changes in Internal Control over Financial Reporting
Except as noted above, there have been no changes in Canon’s internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or are 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 Hiroshi Yoshida is an “audit committee financial expert” as defined by the rules of the SEC. Hiroshi Yoshida has considerable experience and advanced expert knowledge in corporate accounting gained thorough his longstanding practice as a certified public accountant. Hiroshi Yoshida was elected as one of Canon’s Outside Audit Supervisory Board Members at an ordinary general meeting of shareholders held in March 2017. 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
106
handling of conflicts of interest), compliance with applicable laws, rules and regulations and accountability for adherence to the provisions of the Code of Conduct. The Board of Directors maintains a “Code of Ethics” as a supplement to the Code of Conduct. This Code of Ethics applies to Canon’s President and Chief Executive Officer, each member of the Board of Directors (which includes the Chief Financial Officer) and general managers belonging to Canon’s accounting headquarters. The Code of Ethics requires full, fair, accurate, timely and understandable disclosure in reports and documents that Canon files with or submits to the SEC and in Canon’s other communications with the public, prompt internal reporting of violations of the Code of Conduct or Code of Ethics, and accountability for adherence to their provisions. Both the Code of Conduct and the Code of Ethics have been filed as exhibits.
Item 16C. Principal Accountant Fees and Services
Policy on
Pre-Approval
of Audit and Non-Audit
Services of Independent Auditors Canon’s Audit Supervisory Board consisting of five members, including three outside auditors, is responsible for the oversight of the services of its independent registered public accounting firm. The Audit Supervisory Board has established
Pre-Approval
Policies and Procedures for Audit and Non-Audit
Services. These policies and procedures govern the Audit Supervisory Board’s review and approval of the board of director’s engagement of Canon’s independent registered public accounting firm to render audit or non-audit
services. Non-audit
services include audit-related services, tax services and other services, as described in greater detail below under “Fees and Services.” Canon and any affiliate controlled by Canon directly, indirectly or through one or more intermediaries must follow these policies and procedures before any engagement of Canon’s independent registered public accounting firm for U.S. securities law reporting purposes. The policies and procedures stipulate three means by which audit and
non-audit
services may be pre-approved,
depending on the content of and the fee for the services. | • | All services provided to Canon necessary to perform an annual audit or review to comply with the standards of the Public Company Accounting Oversight Board (United States), in any jurisdiction, including tax services and accounting consultation necessary to comply with the standards of the Public Company Accounting Oversight Board (United States) in those jurisdictions, and any engagement of an Independent Registered Public Accounting Firm for any audit or non-audit service involving estimated fees exceeding ¥10,000,000 per single engagement must be pre-approved by the majority of Audit Supervisory Board. |
| • | Certain other services may be pre-approved under detailed categories of audit and non-audit services established annually by the Audit Supervisory Board, as long as those services do not exceed specified maximum yen limits for aggregate fees relating to each of those categories. Any engagement of an Independent Registered Public Accounting Firm by this means must be reported to the Audit Supervisory Board at its next regularly scheduled meeting. |
| • | For services that are not covered by the above two means of pre-approval, the Audit Supervisory Board has delegated pre-approval authority to any of the standing Audit Supervisory Board Members of the board. Any engagement of an Independent Registered Public Accounting Firm pre-approved by one of the standing Audit Supervisory Board Members is required to be reported to the Audit Supervisory Board at its next regularly scheduled meeting. |
Additional services may be
pre-approved
by the Audit Supervisory Board on an individual basis. No services were provided for which
pre-approval
was waived pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X.
107
Fees and services
The following table discloses the aggregate fees accrued or paid to Canon’s principal accountant and member firms of Deloitte Touche Tohmatsu LLC in 2021 and 2020 for each of the last two fiscal years and briefly describes the services performed:
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||
(Millions of yen) |
||||||||
| Audit fees |
3,009 | 2,785 | ||||||
| Audit-related fees |
3 | 28 | ||||||
| Tax fees |
160 | 166 | ||||||
| All other fees |
129 | 108 | ||||||
| |
|
|
|
|||||
| Total |
3,301 | 3,087 | ||||||
| |
|
|
|
|||||
Audit fees
Audit-related fees
Tax fees
All other fees
Item 16D. Exemptions from the Listing Standards for Audit Committees
Canon is relying on the general exemption contained in
Rule 10A-3(c)(3)
under the Exchange Act. Because of such reliance, Canon does not have an audit committee which can act independently and satisfy the other requirements of Rule 10A-3
under the Exchange Act. According to
Rule 10A-3
under the Exchange Act and NYSE listing standards, Canon’s Audit Supervisory Board has been identified to act in place of an audit committee. The Audit Supervisory Board meets the following requirements of the general exemption contained in Rule 10A-3(c)(3):
| • | the Audit Supervisory Board is established pursuant to applicable Japanese law and Canon’s Articles of Incorporation; |
| • | under Japanese legal requirements, the Audit Supervisory Board is separate from the board of directors; |
| • | the Audit Supervisory Board is not elected by the management of Canon and no executive officer of Canon is a member of the Audit Supervisory Board; |
| • | Japanese regulations provide for standards for the independence of the Audit Supervisory Board from the Company and its management; |
| • | the Audit Supervisory Board, in accordance with and to the extent permitted by Japanese law, is responsible for the appointment, retention and oversight of the work of Canon’s external auditors engaged for the purpose of issuing audit reports on Canon’s annual financial statements; |
| • | the Audit Supervisory Board maintains a complaints procedure in accordance with Rule 10A-3(b)(3) of the Exchange Act; |
108
| • | the Audit Supervisory Board is authorized to engage independent counsel and other advisers, as it deems appropriate; and |
| • | the Audit Supervisory Board is provided with appropriate funding for payment of (i) compensation to Canon’s independent registered public accounting firm engaged for the purpose of issuing audit reports on Canon’s annual financial statements, (ii) compensation to independent counsel and other advisers engaged by the Audit Supervisory Board, and (iii) ordinary administrative expenses of the Audit Supervisory Board in carrying out its duties. |
Canon’s reliance on
Rule 10A-3(c)(3)
does not, in its opinion, materially adversely affect the ability of its Audit Supervisory Board to act independently and to satisfy the other requirements of Rule 10A-3.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth, for each of the months indicated, the total number of shares purchased by Canon, or on Canon’s behalf or by any affiliated purchaser, the average price paid per share, the number of shares purchased pursuant to the applicable shareholder resolution or board resolution, which are publicly announced, and the maximum number of shares that may yet be purchased pursuant to these shareholder resolutions or board resolutions.
Period |
(a) Total number of shares purchased |
(b) Average price paid per share |
(c) Total number of shares purchased as part of publicly announced plans or |
(d) Maximum number of shares that may yet be purchased under the plans or |
||||||||||||
| 2021 |
(Shares) |
(Yen) |
programs |
programs |
||||||||||||
| January 1 - January 31 |
700 | 2,055 | — | — | ||||||||||||
| February 1 - February 28 |
596 | 2,354 | — | — | ||||||||||||
| March 1 - March 31 |
988 | 2,334 | — | — | ||||||||||||
| April 1 - April 30 |
519 | 2,560 | — | — | ||||||||||||
| May 1 - May 31 |
695 | 2,586 | — | — | ||||||||||||
| June 1 - June 30 |
399 | 2,593 | — | — | ||||||||||||
| July 1 - July 31 |
277 | 2,554 | — | — | ||||||||||||
| August 1 - August 31 |
245 | 2,610 | — | — | ||||||||||||
| September 1 - September 30 |
909 | 2,659 | — | — | ||||||||||||
| October 1 - October 31 |
586 | 2,757 | — | — | ||||||||||||
| November 1 - November 30 |
434 | 2,594 | — | — | ||||||||||||
| December 1 - December 31 |
617 | 2,646 | — | — | ||||||||||||
Column (a) represents the total number of shares purchased as fractional shares from fractional shareowners in accordance with the Companies Act of Japan, and the purchase of shares from publicly announced plans which is shown in column (c). During 2021, the Company purchased 6,965 shares for a total purchase price of 17,445,013 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 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 the Company, are permitted, with certain exceptions, to follow the laws
109
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 Companies Act of Japan (the “Companies Act”) does not require Japanese companies with the Audit Supervisory Board such as the Company, to appoint independent directors as members of the board of directors. The NYSE Corporate Governance Rules require
non-management
directors of U.S. listed companies to meet at regularly scheduled executive sessions without the presence of management. Unlike the NYSE Corporate Governance Rules, however, the Companies Act 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 Companies Act. Under the Companies Act, an “outside” director is defined as a person who meets the prescribed conditions, such as, that the person is not currently, and has not been in the ten years prior to his or her assumption of office as outside director, an executive director (which means a director concurrently performing an executive role) (), a corporate executive officer, a manager (), or any other type of employee of the company or any of its subsidiaries. Such qualifications for an “outside” director are different from the director independence requirements under the NYSE Corporate Governance Rules.
gyomu shikko torishimariyaku
shihainin
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 Companies Act), 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 Companies Act, 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 (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 Companies Act 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 Companies Act, the shareholders then vote to elect directors at the meeting. The Companies Act 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
110
calculation method, the amount of compensation for the directors and the Audit Supervisory Board Members of the Company is determined by a resolution of the general meeting of shareholders. The allotment of compensation for each director from the total amount of compensation is determined by the Company’s board of directors, and the allotment of compensation to each Audit Supervisory Board Member is determined by consultation among the Company’s Audit Supervisory Board Members.
3. Audit Committee
The Company avails itself of paragraph (c)(3) of Rule
10A-3
of the Security Exchange Act, which provides that a foreign private issuer which has established the Audit Supervisory Board shall be exempt from the audit committee requirements, subject to certain requirements which continue to be applicable under Rule 10A-3.
Pursuant to the requirements of the Companies Act, 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 Companies Act is three. Unlike the NYSE Corporate Governance Rules, Japanese laws and regulations, including the Companies Act, do not require the Audit Supervisory Board Members to be experts in accounting or to have any other area of expertise. Under the Companies Act, 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 Companies Act, the half or more of a company’s Audit Supervisory Board Members must be “outside” Audit Supervisory Board Members. An “outside” Audit Supervisory Board Member is defined as a person who meets the prescribed conditions, such as, that the person has not been in the ten years prior to his 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 company 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 Companies Act) 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 Companies Act 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 Companies Act, 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.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
111
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
Page number |
||||
Consolidated financial statements of Canon Inc. and Subsidiaries: |
||||
113 |
||||
118 |
||||
119 |
||||
120 |
||||
121 |
||||
123 |
||||
124 |
||||
Schedule: |
||||
171 |
||||
All other schedules are omitted as permitted by the rules and regulations of the Securities and Exchange Commission as not applicable.
112
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors 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, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the two years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 18 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 30, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Internal Control—Integrated Framework (2013)
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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill—Medical Reporting Unit—Refer to Notes 1 and 8 to the Financial Statements
Critical Audit Matter Description
The Company tests goodwill for impairment annually in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. Fair value of a reporting unit is determined primarily based on the
113
discounted cash flow analysis, which involves estimates of projected future cash flows and discount rates. The Company’s total consolidated goodwill was ¥953,850 million as of December 31, 2021, of which ¥537,183 million was allocated to the Medical Reporting Unit. Estimates of projected future cash flows for the Medical Reporting Unit are based on a
mid-term
management plan that considered the future market growth of medical equipment and growth in geographies where the Company operates its medical business. 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. With regard to the goodwill attributed to the Medical Reporting Unit, fair value in excess of reported carrying value as a percentage is lower than other reporting units. As a result, a future reduction in cash flows of the Medical Reporting Unit could trigger an impairment. Given the significant judgments made by management to estimate the fair value of the Medical Reporting Unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the projected future cash flows and selection of the discount rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the projected future cash flows and selection of the discount rate used by management to estimate the fair value of the Medical Reporting Unit included the following, among others:
• |
We tested the effectiveness of controls over management’s goodwill impairment evaluation, including management’s controls over projected future cash flows and selection of the discount rate. |
• |
We evaluated management’s ability to accurately project future cash flows by comparing actual results to management’s historical projections. |
• |
We evaluated the reasonableness of management’s projected future cash flows by comparing the projections to: |
– |
Historical cash flows. |
– |
Internal communications to management and the Board of Directors. |
– |
Projected information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies. |
• |
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and discount rate by: |
– |
Examining whether the methodology, assumptions, and models used were consistent with existing valuation practices that are both generally accepted in practice and recognized as appropriate in similar circumstances and testing the use and weighting of valuation techniques. |
– |
Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation. |
– |
Developing a range of independent estimates and comparing those to the discount rate selected by management. |
Revenue—Long-Term Contracts in the Industrial and Others Segment—Refer to Note 15 to the Financial Statements
Critical Audit Matter Description
The Company recognized revenue on long-term contracts of certain industrial equipment in the Industrial and Others segment totaling ¥105,828 million for the year ended December 31, 2021. The Company recognized revenue over the contract term (“over time”) for long-term contracts of certain industrial equipment for which
114
there is no alternative use and for which the Company has an enforceable right to payment from customers for performance completed to date. The Company considers costs incurred and future project costs in accordance with the input method to determine progress, and as such, revenue is recognized over time based on costs incurred to date plus the estimate of margins at completion. Changes in job performance, job conditions, estimated margin and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include production efficiencies and availability and costs of labor and materials.
Given the judgments necessary to estimate future project costs and the margins at completion of certain
long-term
contracts for certain industrial equipment in the Industrial and Others segment, auditing these estimates for certain contracts required extensive audit effort and a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the estimates of future costs and the margins at completion for certain long-term contracts of industrial equipment in the Industrial and Others segment included the following, among others:
• |
We tested the effectiveness of controls over long-term contract revenue recognized over time, including management’s controls over the estimates of future costs and the margins at completion for certain long-term contracts. |
• |
We evaluated management’s ability to estimate future costs and margins at completion accurately by comparing actual costs and margins at completion for similar contracts that were previously completed to management’s historical estimates for such contracts. |
• |
We evaluated the reasonableness of management’s estimates of future costs and margins at completion by comparing the estimates to management’s work plans, engineering specifications, meeting minutes and fee proposals, and by performing corroborating inquiries with management, project managers, and engineers, among others. |
• |
We selected samples from actual costs incurred subsequent to December 31, 2021 and traced them to the future costs estimate schedule to determine whether the selected cost was properly considered in the future costs. |
/s/ Deloitte Touche Tohmatsu LLC
Tokyo, Japan
March 30, 2022
We have served as the Company’s auditor since 2020.
115
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Shareholders
and the Board of Directors of Canon Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Canon Inc. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in issued by COSO.
Internal Control—Integrated Framework (2013)
Internal Control—Integrated Framework (2013)
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 30, 2022, expressed an unqualified opinion on those financial statements.
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’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 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.
/s/ Deloitte Touche Tohmatsu LLC
March 30, 2022
116
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Canon Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income, comprehensive income, equity and cash flows of Canon Inc. and subsidiaries (the Company) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 18 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
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 served as the Company’s auditor for SEC reporting purposes from 2004, and as its Japanese statutory auditor from 1978, to 2020.
March 27, 2020,
except for the effects on the consolidated financial statement of the correction of an error as described in Note 1(y) and the realignment of segments described in Note 23, as to which the dates are
March 30, 2021 and March 30, 2022, respectively
117
Canon Inc. and Subsidiaries
Consolidated Balance Sheets
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents (Note 1) |
||||||||
| Short-term investments (Note 2) |
||||||||
| Trade receivables (Note 3) |
||||||||
| Inventories (Note 4) |
||||||||
| Prepaid expenses and other current assets (Notes 6, 15 and 18) |
||||||||
| Allowance for credit losses (Notes 3 and 6) |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total current assets |
||||||||
| Noncurrent receivables (Note 20) |
||||||||
| Investments (Notes 2 and 22) |
||||||||
| Property, plant and equipment, net (Notes 5 and 6) |
||||||||
| Operating lease right-of-use (Note 19) |
||||||||
| Intangible assets, net (Notes 7 and 8) |
||||||||
| Goodwill (Notes 7 and 8) |
||||||||
| Other assets (Notes 6, 11 and 12) |
||||||||
| Allowance for credit losses (Note 6) |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total assets |
||||||||
| |
|
|
|
|||||
| Liabilities and equity |
||||||||
| Current liabilities: |
||||||||
| Short-term loans and current portion of long-term debt (Notes 1 and 9) |
||||||||
| Short-term loans related to financial services |
||||||||
| Other short-term loans and current portion of long-term debt |
||||||||
| Trade payables (Note 10) |
||||||||
| Accrued income taxes (Note 12) |
||||||||
| Accrued expenses (Notes 11 and 20) |
||||||||
| Current operating lease liabilities (Note 19) |
||||||||
| Other current liabilities (Notes 5, 15 and 18) |
||||||||
| |
|
|
|
|||||
| Total current liabilities |
||||||||
| Long-term debt, excluding current installments (Notes 9 and 21) |
||||||||
| Accrued pension and severance cost (Note 11) |
||||||||
| Noncurrent operating lease liabilities (Note 19) |
||||||||
| Other noncurrent liabilities (Notes 12 and 15) |
||||||||
| |
|
|
|
|||||
| Total liabilities |
||||||||
| Equity: |
||||||||
| Canon Inc. shareholders’ equity: |
||||||||
| Common stock |
||||||||
| Authorized issued |
||||||||
| Additional paid-in capital (Note 13) |
||||||||
| Legal reserve (Note 13) |
||||||||
| Retained earnings (Note 13) |
||||||||
| Accumulated other comprehensive income (loss) (Note 14) |
( |
) |
( |
) | ||||
| Treasury stock, at cost; |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Total Canon Inc. shareholders’ equity |
||||||||
| Noncontrolling interests |
||||||||
| |
|
|
|
|||||
| Total equity |
||||||||
| |
|
|
|
|||||
| Total liabilities and equity |
||||||||
| |
|
|
|
|||||
See accompanying Notes to Consolidated Financial Statements
118
Canon Inc. and Subsidiaries
Consolidated Statements of Income
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
| Net sales (Notes 6,15 and 18) |
||||||||||||
| Products and Equipment |
||||||||||||
| Services |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cost of sales (Notes 5, 8, 11 and 19) |
||||||||||||
| Products and Equipment |
||||||||||||
| Services |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Gross profit |
|
|
||||||||||
| |
|
|
|
|
|
|||||||
| Operating expenses (Notes 1, 5, 8, 11, 16, 19 and 20 ) |
||||||||||||
| Selling, general and administrative expenses |
||||||||||||
| Research and development expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
||||||||||||
| Other income (deductions): |
||||||||||||
| Interest and dividend income |
||||||||||||
| Interest expense |
( |
) |
( |
) | ( |
) | ||||||
| Other, net (Notes 1, 2, 7, 11, 14 and 18) |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Income before income taxes |
||||||||||||
| Income taxes (Note 12) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Consolidated net income |
||||||||||||
| Less: Net income attributable to noncontrolling interests |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net income attributable to Canon Inc. |
||||||||||||
| |
|
|
|
|
|
|||||||
(Yen) |
||||||||||||
| Net income attributable to Canon Inc. shareholders per share (Note 17) |
||||||||||||
| Basic |
||||||||||||
| Diluted |
||||||||||||
See accompanying Notes to Consolidated Financial Statements
119
Canon Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
| Consolidated net income |
||||||||||||
| Other comprehensive income (loss), net of tax (Note 14) |
||||||||||||
| Foreign currency translation adjustments |
( |
) | ( |
) | ||||||||
| Net gains and losses on derivative instruments |
( |
) |
( |
) | ||||||||
| Pension liability adjustments |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| ( |
) | ( |
) | |||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income (loss) |
|
|
||||||||||
| Less: Comprehensive income attributable to noncontrolling interests |
||||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income (loss) attributable to Canon Inc. |
||||||||||||
| |
|
|
|
|
|
|||||||
See accompanying Notes to Consolidated Financial Statements
120
Canon Inc. and Subsidiaries
Consolidated Statements of Equity
Common stock |
Additional paid-in capital |
Legal reserve |
Other Retained earnings |
Total Retained earnings |
Accumulated other comprehensive income (loss) |
Treasury stock |
Total Canon Inc. shareholders’ equity |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2018 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Cumulative effects of accounting standard update – adoption of ASU No. 2017-12 |
( |
) | — | — | — | |||||||||||||||||||||||||||||||||||
Equity transactions with noncontrolling interests and other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Dividends to Canon Inc. shareholders ( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Dividends to noncontrolling interests |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Transfers to legal reserve |
( |
) | — | — | — | |||||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax (Note 14) : |
||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Net gains and losses on derivative instruments |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Pension liability adjustments |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
||||||||||||||||||||||||||||||||||||||||
Repurchases and reissuance of treasury stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance at December 31, 2019 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Cumulative effects of accounting standard update – adoption of ASU No. 2016-13 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Equity transactions with noncontrolling interests and other |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Dividends to Canon Inc. shareholders ( |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Dividends to noncontrolling interests |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Transfers to legal reserve |
( |
) | — | — | — | |||||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax (Note 14) : |
||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Net gains and losses on derivative instruments |
( |
) | ||||||||||||||||||||||||||||||||||||||
Pension liability adjustments |
||||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
||||||||||||||||||||||||||||||||||||||||
Repurchases and reissuance of treasury stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance at December 31, 2020 |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||
121
Canon Inc. and Subsidiaries
Consolidated Statements of Equity (continued)
Common stock |
Additional paid-in capital |
Legal reserve |
Other Retained earnings |
Total Retained earnings |
Accumulated other comprehensive income (loss) |
Treasury stock |
Total Canon Inc. shareholders’ equity |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
Equity transactions with noncontrolling interests and other |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||
Dividends to Canon Inc. shareholders ( |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||
Dividends to noncontrolling interests |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||||||
Transfers to legal reserve |
( |
) |
( |
) |
— |
— |
||||||||||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax (Note 14) |
||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments |
||||||||||||||||||||||||||||||||||||||||
Net gains and losses on derivative instruments |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||||
Pension liability adjustments |
||||||||||||||||||||||||||||||||||||||||
Total comprehensive income (loss) |
||||||||||||||||||||||||||||||||||||||||
Repurchases and reissuance of treasury stock |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements
122
Canon Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Consolidated net income |
||||||||||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Loss on disposal of fixed assets |
||||||||||||
Deferred income taxes |
( |
) |
( |
) | ( |
) | ||||||
Decrease in trade receivables |
||||||||||||
(Increase) decrease in inventories |
( |
) |
||||||||||
Increase (decrease) in trade payables |
( |
) | ( |
) | ||||||||
Increase (decrease) in accrued income taxes |
( |
) | ||||||||||
(Decrease) increase in accrued expenses |
( |
) |
( |
) | ||||||||
Decrease in accrued pension and severance cost |
( |
) |
( |
) | ( |
) | ||||||
Other, net (Note 6) |
( |
) |
( |
) | ||||||||
Net cash provided by operating activities |
|
|
||||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of fixed assets (Note 5) |
( |
) |
( |
) | ( |
) | ||||||
Proceeds from sale of fixed assets (Note 5) |
||||||||||||
Purchases of held-to-maturity securities |
( |
) |
— | — | ||||||||
Purchases of securities |
( |
) |
( |
) | ( |
) | ||||||
Proceeds from sale and maturity of securities |
||||||||||||
Acquisitions of businesses, net of cash acquired (Note 7) |
( |
) |
( |
) | ( |
) | ||||||
Other, net |
( |
) | ||||||||||
Net cash used in investing activities |
( |
) |
( |
) | ( |
) | ||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of long-term debt (Note 9) |
— | |||||||||||
Repayments of long-term debt (Note 9) |
( |
) |
( |
) | ( |
) | ||||||
(Decrease) increase in short-term loans related to financial services, net (Note 9) |
( |
) |
||||||||||
Dividends paid |
( |
) |
( |
) | ( |
) | ||||||
Repurchases and reissuance of treasury stock, net |
( |
) |
( |
) | ( |
) | ||||||
Other, net |
( |
) |
( |
) | ( |
) | ||||||
Net cash used in financing activities |
( |
) |
( |
) | ( |
) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ||||||||
Net change in cash and cash equivalents |
( |
) |
( |
) | ( |
) | ||||||
Cash and cash equivalents at beginning of year |
||||||||||||
Cash and cash equivalents at end of year |
||||||||||||
Supplemental disclosure for cash flow information: |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest |
||||||||||||
Income taxes |
||||||||||||
See accompanying Notes to Consolidated Financial Statements.
123
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 its subsidiaries (collectively “Canon”) is one of the world’s leading manufacturers of office multi-function devices (“MFDs”), laser printers, inkjet printers, cameras, medical equipment and lithography equipment. Products of the Printing Business Unit consist mainly of office MFDs, document solutions, laser multifunction printers (“MFPs”), laser printers, inkjet printers, image scanners, calculators, digital continuous feed presses, digital
sheet-fed
presses and large format printers. Products of the Imaging Business Unit consist mainly of interchangeable-lens digital cameras, interchangeable lenses, digital compact cameras, compact photo printers, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and multimedia projectors. Products of the Medical Business Unit consist mainly of computed tomography (“CT”) systems, diagnostic ultrasound systems, diagnostic X-ray
systems, magnetic resonance imaging (“MRI”) systems, clinical chemistry analyzers, digital radiography systems and ophthalmic equipment. Products of the Industrial and Others Business Unit consist mainly of semiconductor lithography equipment, Flat Panel Display (“FPD”) lithography equipment, Organic Light Emitting Diode (“OLED”) display manufacturing equipment, vacuum thin-film deposition equipment, die bonders, handy terminals and document scanners. 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. Further segment information is described in Note 23. Canon sells laser printers on an OEM basis to HP Inc.; such sales constituted 11.6 %, 11.4 % and 13.0 % of consolidated net sales for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in the Printing Business Unit.
Canon’s manufacturing operations are conducted primarily at 29 plants in Japan and 13 overseas plants which are located in countries and 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.
Canon has separated the presentation of allowance for credit losses from the related receivable balances which are included in trade receivables, prepaid expenses and other current assets, and other assets in the accompanying consolidated balance sheets, from 2021. Consolidated balance sheet for the year ended December 31, 2020 has also been reclassified.
Canon has also changed the presentation of “Short-term loans related to financial services” separated from “Short-term loans and current portion of long-term debt” in the consolidated balance sheets from 2021. Further, Canon has separated the presentation of “(Decrease) increase in short-term loans related to financial services, net” from “(Decrease) increase in short-term loans, net” and included the presentation of “(Decrease) increase in short-term loans, net” in “Cash flows from financing activities: Other, net” in the consolidated statements of cash flows from 2021. These changes were made to enhance the presentation of the Company’s short-term borrowings for the users of the consolidated financial statements. To conform
124
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (b) | Basis of Presentation (continued) |
with the current year change in the presentation, the consolidated balance sheet for the year ended December 31, 2020 and the consolidated statement of cash flows for the years ended December 31, 2020 and 2019 have been reclassified.
| (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.
| (d) | Use of Estimates |
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant estimates and assumptions are reflected in valuation and disclosure of accounts including: revenue recognition, allowance for credit losses, inventories, long-lived assets, leases, goodwill and other intangible assets with indefinite useful lives, environmental liabilities, deferred tax assets, uncertain tax positions, employee retirement and severance benefit obligations and business combinations. Actual results could differ materially from those estimates. In addition, new waves of
COVID-19
infections are being seen in some regions, and it is still difficult to predict when COVID-19
will be brought under control. However, each country and region continues to pursue both the infection control and economic activities. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment triggered by COVID-19.
| (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 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 net losses of ¥21,746 million, ¥4,451 million and ¥4,236 million for the years ended December 31, 2021, 2020 and 2019, respectively.
| (f) | Cash Equivalents |
All highly liquid investments acquired with original maturities of three months or less are considered to be cash equivalents. Certain debt securities with original maturities of less than three months, classified as securities of ¥500
available-for-sale
125
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (g) | Investments |
Investments consist primarily of time deposits with original maturities of more than three months, debt and equity securities and investments in affiliated companies.
Canon classifies investments in debt securities as debt securities and securities. Canon does not hold any trading securities which are bought and held primarily for the purpose of sale in the near term. Canon reports investments with maturities of less than one year as short-term investments.
held-to-maturity
available-for-sale
Available-for-sale
available-for-sale
Held-to-maturity
Available-for-sale
available-for-sale
available-for-sale
Canon measures
non-marketable
equity securities without readily determinable fair value at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. 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.
| (h) | Allowance for credit losses |
Allowance for credit losses for trade and finance receivables is maintained for all customers based on ASC 326 “Financial Instruments—Credit Losses”, considering various 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.
126
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (i) | Inventories |
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the average method for domestic inventories and principally by the
first-in,
first-out
method for overseas inventories. | (j) | Impairment of Long-Lived Assets |
Long-lived assets, such as property, plant and equipment, and acquired intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset and the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated sum of 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.
| (k) | Property, Plant and Equipment, net |
Property, plant and equipment are stated at cost less accumulated depreciation. 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.
| (l) | Leases |
As for lessor accounting, Canon provides leasing arrangements to its customers primarily for the sale of office products. Revenue from the sale of these products under sales-type leases is recognized at the inception of the lease. Interest 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 product leases are bundled with maintenance contracts, revenue is allocated based upon the estimated standalone selling prices of the lease and 2 years to 50 years.
non-lease
components. Lease components generally include product and financing while non-lease
components generally consist of maintenance contracts and supplies. Some of the contracts include options to extend or to terminate the lease. Canon takes such options into account to determine the lease term when it is reasonably certain that customers will exercise these options. The majority of Canon’s lease contracts do not contain bargain purchase options for their customers. 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 As for lessee accounting, Canon has operating and finance leases for various assets including office buildings, warehouses, employees’ accommodations, and vehicles. Canon determines if an arrangement is a lease at the inception of each contract. Some of the contracts include options to extend or to terminate the lease. Canon takes such options into account to determine the lease term when it is reasonably certain that it will exercise these options. Canon’s lease arrangements do not contain material residual value guarantees or material restrictive covenants. As a rate implicit in the most of Canon’s leases cannot be determined, Canon uses incremental borrowing rates based on the information available at commencement to determine the
127
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (l) | Leases (continued) |
present values of lease payments. Canon has lease contracts with lease and non-lease components, which are accounted for separately. Canon allocates the consideration in the lease contract to the lease and non-lease components based upon the estimated standalone prices. Costs associated with operating lease assets are recognized on a straight-line basis over the term of the lease.
| (m) | Goodwill and other intangible assets |
Goodwill and other intangible assets with indefinite useful lives are not amortized, but are instead tested for impairment annually in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. 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 recognizes an impairment charge in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
Intangible assets with finite useful lives consist primarily of software, trademarks, patents and developed technology, license fees and customer relationships, which are amortized using the straight-line method. The estimated useful lives of software are from 3 years to 8 years, trademarks are 15 years, patents and developed technology are from 5 years to 21 years, license fees are 8 years, and customer relationships are from 7 years to 15 years. Certain costs incurred in connection with developing or obtaining
internal-use
software are capitalized. These costs consist primarily of payments made to third parties and the salaries of employees working on such software development. Costs incurred in connection with developing internal-use
software are capitalized at the application development stage. In addition, Canon capitalizes the cost which was incurred subsequent to the stage of assuring the technological feasibility of the software for marketing purposes either developed or acquired.
| (n) | Environmental Liabilities |
Liabilities for environmental remediation and other environmental costs are accrued when environmental assessments or remedial efforts are probable and the costs can be reasonably estimated, and are included in other noncurrent liabilities in the consolidated balance sheets. Such liabilities are adjusted as further information develops or circumstances change. Costs of future obligations are not discounted to their present values.
| (o) | Income Taxes |
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Canon records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not realizable.
Canon recognizes the financial statement effects of tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the
more-likely-than-not
recognition threshold are measured at the 128
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (o) | Income Taxes (continued) |
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.
| (p) | 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.
| (q) | Net Income Attributable to Canon Inc. Shareholders per Share |
Basic net income attributable to Canon Inc. shareholders 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. shareholders per share includes the effect from potential issuances of common stock based on the assumptions that all stock options were exercised.
| (r) | Revenue Recognition |
Canon generates revenue through the sale of products of the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial and Others Business Unit, supplies and related services under separate contractual arrangements. Revenue is recognized when, or as, control of promised goods or services transfers to customers in an amount that reflects the consideration to which Canon expects to be entitled in exchange for transferring these goods or services. For further information, please refer to Note 15.
| (s) | Research and Development Costs |
Research and development costs are expensed as incurred.
| (t) | Advertising Costs |
Advertising costs are expensed as incurred. Advertising expenses were ¥36,812 million, ¥31,273 million and ¥46,665 million for the years ended December 31, 2021, 2020 and 2019, respectively.
| (u) | Shipping and Handling Costs |
Shipping and handling costs totaled ¥53,347 million, ¥47,721 million and ¥51,718 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in selling, general and administrative expenses in the consolidated statements of income.
| (v) | Derivative Financial Instruments |
All derivatives are recognized at fair value and are included in prepaid expenses and other current assets, or other current liabilities in the consolidated balance sheets.
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
129
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (v) | Derivative Financial Instruments (continued) |
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 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, and reclassified in the same income statement line item in which the earnings effect of the hedged item is reported.
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.
| (w) | Guarantees |
Canon recognizes, at the inception of a guarantee, a liability for the fair value of the obligation it has undertaken in issuing guarantees.
| (x) | Recent Accounting Guidance |
Canon evaluates all recently issued accounting pronouncements applicable to its consolidated financial statements. No new accounting pronouncement issued or effective has had, or is expected to have, a material impact on Canon’s consolidated financial statements.
130
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (y) | Correction of an Immaterial Error |
During the year ended December 31, 2020, Canon corrected an error in its previously issued consolidated financial statements related to accounting for the Company and domestic subsidiaries’ compensated absence carryforward in accordance with ASC 710 “Compensation.” In evaluating whether the previously issued consolidated financial statements were materially misstated for the annual periods prior to December 31, 2020, Canon applied the guidance of ASC 250, “Accounting Changes and Error Corrections,” SEC Staff Accounting Bulletin (“SAB”) Topic 1.M “Assessing Materiality” and SAB Topic 1.N “Considering the Effects of Prior Period Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded that the effect of the error on prior period financial statements was immaterial; however, the cumulative effect of correcting the prior period misstatements in the year ended December 31, 2020 would have been material to the December 31, 2020 consolidated financial statements. As a result, Canon previously revised its consolidated financial statements as follows:
Consolidated statement of income as revised in 2020
Year ended December 31, 2019 |
||||||||
As revised |
As previously reported |
|||||||
(Millions of yen) |
||||||||
| Selling, general and administrative expenses |
||||||||
| Operating profit |
|
|
||||||
| Income before income taxes |
||||||||
| Income taxes |
||||||||
| Consolidated net income |
||||||||
| Less: Net income attributable to noncontrolling interests |
||||||||
| Net income attributable to Canon Inc. |
||||||||
| |
|
|
|
|||||
(Yen) |
||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
| |
|
|
|
|||||
Consolidated statement of comprehensive income as revised in 2020
Year ended December 31, 2019 |
||||||||
As revised |
As previously reported |
|||||||
(Millions of yen) |
||||||||
| Consolidated net income |
|
|
||||||
| Less: Comprehensive income attributable to noncontrolling interests |
||||||||
| |
|
|
|
|||||
| Comprehensive income (loss) attributable to Canon Inc. |
||||||||
| |
|
|
|
|||||
131
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. |
Basis of Presentation and Significant Accounting Policies (continued) |
| (y) | Correction of an Immaterial Error (continued) |
Consolidated statement of cash flows as revised in 2020
Year ended December 31, 2019 |
||||||||
As revised |
As previously reported |
|||||||
(Millions of yen) |
||||||||
Consolidated net income |
|
|
||||||
Increase in accrued expenses |
||||||||
Deferred income taxes |
( |
) | ( |
) | ||||
The consolidated statement of equity has been revised, accordingly.
2. |
Investments |
Held-to-maturity debt securities included in short-term investments in the accompanying consolidated balance sheet were ¥2,164 million at December 31, 2021. There were no held-to-maturity debt securities as of December 31, 2020.
Held-to-maturity debt securities included in short-term investments at December 31, 2021 are as follows:
Carrying amount |
Estimated fair value |
Difference |
||||||||||
(Millions of yen) |
||||||||||||
Due within one year |
||||||||||||
There were no available-for-sale debt securities included in short-term investments and investments at December 31, 2021 and 2020, respectively.
The unrealized and realized gains and losses related to equity securities for the years ended December 31, 2021, 2020 and 2019 are as follows:
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
Net gains and (losses) recognized during the period on equity securities |
|
|
||||||||||
Less: Net gains and (losses) recognized during the period on equity securities sold during the period |
( |
) | ||||||||||
Unrealized gains and (losses) recognized during the period on equity securities still held at December 31 |
||||||||||||
The carrying amount of 6,661 million and ¥8,559 million at December 31, 2021 and 2020, respectively. The impairment or other adjustments resulting from observable price changes recorded during the years ended December 31, 2021 and 2020 were not significant.
non-marketable
equity securities without readily determinable fair value totaled ¥132
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. |
Investments (continued) |
Time deposits with original maturities of more than three months are ¥1,213 million and ¥71 million at December 31, 2021 and 2020, respectively, and are included in short-term investments in the accompanying consolidated balance sheets.
Investments in affiliated companies accounted for by the equity method are as follows:
Years ended December 31 |
||||||||||||
2021 Ownership percentage |
2021 |
2020 |
||||||||||
(Millions of yen, except percentage data) |
||||||||||||
Canon Korea Inc. |
|
% | |
|||||||||
Others |
— | |||||||||||
| — | ||||||||||||
The difference between the carrying amount of investment in each affiliate and Canon’s share of its net assets is immaterial.
Canon’s share of the net earnings in affiliated companies accounted for by the equity method, included in other income (deductions), were earnings of ¥1,396 million for the year ended December 31, 2021, and losses of ¥994 million and ¥311 million for the years ended December 31, 2020 and 2019, respectively.
3. |
Trade Receivables |
Trade receivables are summarized as follows:
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Notes |
||||||||
Accounts |
|
|||||||
Trade receivables |
||||||||
Less allowance for credit losses |
( |
) |
( |
) | ||||
4. |
Inventories |
Inventories are summarized as follows:
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Finished goods |
||||||||
Work in process |
||||||||
Raw materials |
||||||||
133
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. |
Property, Plant and Equipment |
Property, plant and equipment are stated at cost less accumulated depreciation and are summarized as follows:
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Land |
||||||||
Buildings |
||||||||
Machinery and equipment |
||||||||
Construction in progress |
||||||||
lease right-of-use |
||||||||
Cost |
||||||||
Less accumulated depreciation |
( |
) |
( |
) | ||||
Property, plant and equipment, net |
||||||||
Depreciation expenses for the years ended December 31, 2021, 2020 and 2019 were ¥156,333 million, ¥162,733 million and ¥170,418 million, respectively.
Amounts due for purchases of property, plant and equipment were ¥29,562 million and ¥27,688 million at December 31, 2021 and 2020, 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.
6. |
Lessor Accounting |
Lease income is included in Products and Equipment sales in the accompanying consolidated statements of income. Supplemental income statement information is as follows:
Years ended December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Lease income – sales-type and direct financing leases |
||||||||
Revenue at lease commencement |
||||||||
Interest income on lease receivables |
||||||||
Lease income – operating leases |
||||||||
Variable lease income |
||||||||
| |
||||||||
134
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. |
Lessor Accounting (continued) |
Finance Receivables and Operating Leases
Finance receivables represent financing leases, which consist of sales-type leases and direct financing leases. These receivables typically have terms ranging from 1 year to 8 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 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Total minimum lease payments receivable |
|
|||||||
Unguaranteed residual values |
||||||||
Executory costs |
— | |||||||
Unearned income |
( |
) |
( |
) | ||||
Less allowance for credit losses |
( |
) |
( |
) | ||||
Less current portion |
( |
) |
( |
) | ||||
Allowance for Credit Losses
The activities in the allowance for credit losses are as follows:
Years ended December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Balance at beginning of year |
|
|||||||
Charge-offs |
( |
) |
( |
) | ||||
Provision |
||||||||
Translation adjustments and other |
||||||||
Balance at end of year |
||||||||
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 is evaluated collectively based on historical experiences 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, 2021 and December 31, 2020 are not significant.
135
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. |
Lessor Accounting (continued) |
Equipment leased to customers
The cost of equipment leased to customers under operating leases included in property, plant and equipment, net at December 31, 2021 and 2020 was ¥143,160 million and ¥132,763 million, respectively. Accumulated depreciation on equipment under operating leases at December 31, 2021 and 2020 was ¥87,879 million and ¥81,345 million, respectively.
Maturity Analysis
The following is a schedule by year of the future minimum lease payments to be received under finance leases and
non-cancellable
operating leases at December 31, 2021. Financing leases |
Operating leases |
|||||||
(Millions of yen) |
||||||||
Year ending December 31: |
||||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
||||||||
| |
|
|||||||
Information about transferring finance receivables
Canon has syndication arrangements to sell its entire interests in finance receivables to the third-party financial institutions. The transactions under the arrangements are accounted for as sales in accordance with ASC 860 “Transfers and Servicing.” The transfers of finance receivables for the year ended December 31, 2020 and 2019 were ¥19,185 million and ¥11,710 million while there were no significant transfers of finance receivables for the year ended December 31, 2021. The amount that remained uncollected was ¥23,984 million and ¥36,339 million at December 31, 2021 and 2020, respectively. Cash proceeds from the transactions are included in other, net under the cash flow from operating activities in the consolidated statements of cash flows. Canon continues to provide collection and administrative services for the financial institutions. The amount associated with the servicing liability measured at fair value was not significant at December 31, 2021 and 2020. Canon also retains limited recourse obligations which cover credit defaults. The recourse obligations were not significant at December 31, 2021 and 2020.
7. |
Acquisitions |
On September 28, 2021, Canon acquired 87.0 % of the issued shares of Redlen Technologies Inc. (“Redlen”), a Canada-based company, for the cash consideration of ¥31,640 million, making it a wholly owned subsidiary of Canon.
Redlen possesses advanced technologies of radiation detection and imaging solutions of Cadmium Zinc Telluride (“CZT”) semiconductor detector modules which play an important role in the development of photon-counting CT systems (“PCCT”). This technology will enable Canon to accelerate the development of competitive PCCT
136
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. |
Acquisitions (continued) |
systems, and strengthen its CT systems and the medical systems business. In addition, Canon will provide CZT semiconductor detector modules to medical equipment manufacturers around the world, thus helping to strengthen Canon’s medical component business. In this way, Canon will continue to contribute to the advancement of global diagnostic imaging.
The acquisition was accounted for using the acquisition method of accounting. Acquisition-related costs were expensed as incurred and were not material. Prior to the acquisition date, Canon held an investment in Redlen at a value of ¥1,252 million. Using step acquisition accounting, Canon remeasured the acquisition-date carrying value of its previously held equity investment to its fair value of ¥5,223 million using the fair value of Redlen’s issued shares on the acquisition date, which resulted in a gain of approximately ¥3,971 million, recorded in other, net of other income (deductions) in the consolidated statements of income.
The consideration for the acquisition was provisionally valued at the acquisition date based on the Share Purchase Agreement, and subsequently, an adjustment was made to the acquisition price within the measurement period after the acquisition date and determined as of December 31, 2021. As a result, the fair value of the previously held equity investment before the acquisition date and the gain on the step acquisition have been adjusted.
The final allocation of the purchase price to the assets acquired and the liabilities assumed on the acquisition date was as follows:
(Millions of yen) |
||||
Current assets |
||||
Intangible assets |
||||
Goodwill |
||||
Others |
||||
Assets acquired |
||||
Liabilities assumed |
||||
Net assets acquired |
||||
The intangible assets acquired are composed by ¥8,929 million of technical assets and ¥26 million of other intangible assets, and is subject to amortization. The useful life of the technical assets and the other intangible assets are 21 years and 5 years, respectively. The weighted average useful life of the total intangible assets is approximately 21 years.
Goodwill is composed of the synergy effects of merging Redlen and Canon which is not tax deductible. The items is allocated to the Medical Business Unit when conducting the impairment test of goodwill. Net sales and net income of Redlen generated from the acquisition date which is reflected in the consolidated statement of income for the year ended December 31, 2021 was not material. The operating results with the assumption of including the financial statements of Redlen in Canon’s consolidated financial statements for the year ended December 31, 2020 and the year beginning on January 1, 2021 were not disclosed because the impact was not material.
8. |
Goodwill and Other Intangible Assets |
Intangible assets subject to amortization acquired during the year ended December 31, 2021, including those recorded from businesses acquired as stated in Note 7, totaled ¥36,015 million, which primarily consist of software of ¥25,965 million. The weighted average amortization periods for intangible assets in total acquired
137
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. |
Goodwill and Other Intangible Assets (continued) |
during the year ended December 31, 2021 are approximately 9 years. The weighted average amortization period for software acquired during the year ended December 31, 2021 is approximately 5 years.
Intangible assets subject to amortization acquired during the year ended December 31, 2020, including those recorded from businesses acquired, totaled ¥31,413 million, which primarily consist of software of ¥29,137 million. The weighted average amortization periods for intangible assets in total acquired during the year ended December 31, 2020 are approximately 6 years. The weighted average amortization period for software acquired during the year ended December 31, 2020 is approximately 5 years.
The components of intangible assets subject to amortization at December 31, 2021 and 2020 were as follows:
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Gross carrying amount |
Accumulated amortization |
Gross carrying amount |
Accumulated amortization |
|||||||||||||
(Millions of yen) |
||||||||||||||||
| Software |
||||||||||||||||
| Customer relationships |
||||||||||||||||
| Patents and developed technology |
||||||||||||||||
| Trademarks |
||||||||||||||||
| License fees |
||||||||||||||||
| Other |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| |
|
|
|
|
|
|
|
|||||||||
Aggregate amortization expense for the years ended December 31, 2021, 2020 and 2019 was ¥64,913 million, ¥65,092 million and ¥66,909 million, respectively. Estimated amortization expense for intangible assets currently held for the next five years ending December 31 is ¥55,921 million in 2022, ¥47,476 million in 2023, ¥38,534 million in 2024, ¥31,977 million in 2025, and ¥28,302 million in 2026.
Intangible assets not subject to amortization other than goodwill at December 31, 2021 and 2020 were not significant.
For management reporting purposes, goodwill is not allocated to the reporting unit. Goodwill has been allocated to its respective reporting unit for impairment testing.
138
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, 2021 and 2020 were as follows:
Year ended December 31, 2021 |
||||||||||||||||||||
Printing |
Imaging |
Medical |
Industrial and Others |
Total |
||||||||||||||||
(Millions of yen) |
||||||||||||||||||||
| Goodwill – gross |
||||||||||||||||||||
| Accumulated impairment losses |
( |
) |
— |
— |
— |
( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at beginning of year |
||||||||||||||||||||
| Goodwill acquired during the year |
— |
— |
— |
|||||||||||||||||
| Translation adjustments and other |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Goodwill – gross |
||||||||||||||||||||
| Accumulated impairment losses |
( |
) |
— |
— |
— |
( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at end of year |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2020 |
||||||||||||||||||||
Printing |
Imaging |
Medical |
Industrial and Others |
Total |
||||||||||||||||
(Millions of yen) |
||||||||||||||||||||
| Goodwill – gross |
||||||||||||||||||||
| Accumulated impairment losses |
( |
) | — | — | — | ( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at beginning of year |
|
|||||||||||||||||||
| Goodwill acquired during the year |
— | — | — | |||||||||||||||||
| Translation adjustments and other |
( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Goodwill – gross |
||||||||||||||||||||
| Accumulated impairment losses |
( |
) | — | — | — | ( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at end of year |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| * | Based on the realignment of Canon’s internal reporting and management structure, from the beginning of 2021, Canon has changed the name and structure of segments to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Changes in the carrying amounts of goodwill by segment for the fiscal year ended December 31, 2020 also have been reclassified. |
9. |
Short-Term Loans and Long-Term Debt |
Short-term loans related to financial services are external loans held by Canon’s lease subsidiaries for the purpose of financing its customers through loans. Short-term loans related to financial services consisting of bank borrowings at December 31, 2021 and 2020 were ¥
million and ¥
million, and other short-term loans consisting of bank borrowings were ¥
139
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 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Loan from banks; bearing interest of |
||||||||
Other debt *2 |
||||||||
Less current portion |
( |
) |
( |
) | ||||
| *1 | Canon prepaid ¥ million was refinanced with a new expiration date in December 2023 under the credit facilities. The outstanding loans under the credit facilities are ¥ |
| *2 | Other debt consisted of term-loans and finance lease obligations as of December 31, 2021 and 2020. |
The aggregate annual maturities of long-term debt outstanding at December 31, 2021 were as follows:
(Millions of yen) |
||||
Year ending December 31: |
||||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
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 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Notes |
||||||||
Accounts |
|
|||||||
140
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. Canon Medical Systems Corporation (“CMSC”) temporarily participated in Toshiba Corporate Pension Funds (“Toshiba Funds”) after Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation) was acquired by Canon in 2016. In April 2018, CMSC established a new pension provision which provides participants an equivalent level of benefits as compared to the Toshiba Funds. As of December 31, 2018, a majority of plan participants had been transferred from the Toshiba Funds into the new pension provision. Canon calculated the projected benefit obligations for the remaining participants within the Toshiba Funds based on the benefit level of the Toshiba Funds and included the proportional share of the plan assets to which CMSC had a legal right in the following tables for the remaining participants as of December 31, 2018. In March 2019, CMSC settled the pension obligations attributed to the remaining participants within the Toshiba Funds. The loss recognized due to the settlement in the consolidated statement of income for the year ended December 31, 2019 was not significant.
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 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||
Change in benefit obligations: |
||||||||||||||||
Projected benefit obligations at beginning of year |
||||||||||||||||
Service cost |
||||||||||||||||
Interest cost |
||||||||||||||||
Plan participants’ contributions |
— |
— | ||||||||||||||
Actuarial (gain) loss |
( |
) | ( |
) |
||||||||||||
Benefits paid |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Plan amendments |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Curtailments and settlements |
— |
( |
) |
( |
) | |||||||||||
Foreign currency exchange rate changes |
— |
— | ||||||||||||||
Projected benefit obligations at end of year |
||||||||||||||||
Change in plan assets: |
||||||||||||||||
Fair value of plan assets at beginning of year |
||||||||||||||||
Actual return on plan assets |
||||||||||||||||
Employer contributions |
||||||||||||||||
Plan participants’ contributions |
— |
— | ||||||||||||||
Benefits paid |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Settlements |
— |
( |
) | |||||||||||||
Foreign currency exchange rate changes |
— |
— | ||||||||||||||
Fair value of plan assets at end of year |
||||||||||||||||
Funded status at end of year |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
141
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. |
Employee Retirement and Severance Benefits (continued) |
Obligations and funded status (continued)
Amounts recognized in the consolidated balance sheets at December 31, 2021 and 2020 are as follows:
Japanese plans |
Foreign plans |
|||||||||||||||
December 31 |
December 31 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||
Other assets |
||||||||||||||||
Accrued expenses |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Accrued pension and severance cost |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
( |
) |
( |
) | ( |
) |
( |
) | |||||||||
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2021 and 2020 before the effect of income taxes are as follows:
Japanese plans |
Foreign plans |
|||||||||||||||
December 31 |
December 31 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||
Actuarial loss |
||||||||||||||||
Prior service credit |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
| |
|
|||||||||||||||
The accumulated benefit obligation for all defined benefit plans was as follows:
Japanese plans |
Foreign plans |
|||||||||||||||
December 31 |
December 31 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||
Accumulated benefit obligation |
|
|
||||||||||||||
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 |
|||||||||||||||
December 31 |
December 31 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||
Plans with projected benefit obligations in excess of plan assets: |
||||||||||||||||
Projected benefit obligations |
|
|
||||||||||||||
Fair value of plan assets |
||||||||||||||||
Plans with accumulated benefit obligations in excess of plan assets: |
||||||||||||||||
Accumulated benefit obligations |
||||||||||||||||
Fair value of plan assets |
||||||||||||||||
142
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, 2021, 2020 and 2019 consisted of the following components:
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
Years ended December 31 |
Years ended December 31 |
|||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
|||||||||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||||||||||
Service cost |
||||||||||||||||||||||||
Interest cost |
||||||||||||||||||||||||
Expected return on plan assets |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||
Amortization of prior service credit |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||
Amortization of actuarial loss |
||||||||||||||||||||||||
(Gain) loss on curtailments and settlements |
— |
— | ( |
) | ( |
) | ||||||||||||||||||
Service cost component of net periodic benefit cost for Canon’s employee retirement and severance defined benefit plans is included in cost of sales and operating expenses in the consolidated statements of income. The components other than the service cost component are included in other, net of other income (deductions) in the consolidated statements of income.
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 are summarized as follows:
Japanese plans |
Foreign plans |
|||||||||||||||||||||||
Years ended December 31 |
Years ended December 31 |
|||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
|||||||||||||||||||
(Millions of yen) |
(Millions of yen) |
|||||||||||||||||||||||
Current year actuarial (gain) loss |
( |
) |
( |
) | ( |
) | ( |
) |
||||||||||||||||
Current year prior service credit |
( |
) |
( |
) | — | ( |
) |
( |
) | |||||||||||||||
Amortization of actuarial loss |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||
Amortization of prior service credit |
||||||||||||||||||||||||
Curtailments and settlements |
— |
— | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||||
( |
) |
( |
) | ( |
) | ( |
) |
|
|
|||||||||||||||
Assumptions
Weighted-average assumptions used to determine benefit obligations are as follows:
Japanese plans |
Foreign plans |
|||||||||||||||
December 31 |
December 31 |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Discount rate |
% |
% | % |
% | ||||||||||||
Assumed rate of increase in future compensation levels |
% |
% | % |
% | ||||||||||||
Interest crediting rate for cash balance plans |
% |
% | % |
% | ||||||||||||
143
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 |
|||||||||||||||||||||||
Years ended December 31 |
Years ended December 31 |
|||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 |
2020 |
2019 |
|||||||||||||||||||
| Discount rate |
% |
% | % | % |
% | % | ||||||||||||||||||
| Assumed rate of increase in future compensation levels |
% |
% | % | % |
% | % | ||||||||||||||||||
| Expected long-term rate of return on plan assets |
% |
% | % | % |
% | % | ||||||||||||||||||
| Interest crediting rate for cash balance plans |
% |
% | % | % |
% | % | ||||||||||||||||||
Canon determines the expected long-term rate of return based on the expected long-term return of the various asset categories in which it invests. Canon considers the current expectations for future returns and the actual historical returns of each plan asset category.
Plan assets
Canon’s investment policies are designed to ensure adequate plan assets are available to provide future payments of pension benefits to eligible participants. Taking into account the expected long-term rate of return on plan assets, Canon formulates a “model” portfolio comprised of the optimal combination of equity securities and debt securities. Plan assets are invested in individual equity and debt securities using the guidelines of the “model” portfolio in order to produce a total return that will match the expected return on a
mid-term
to long-term basis. Canon evaluates the gap between expected return and actual return of invested plan assets on an annual basis to determine if such differences necessitate a revision in the formulation of the “model” portfolio. Canon revises the “model” portfolio when and to the extent considered necessary to achieve the expected long-term rate of return on plan assets. Canon’s model portfolio for Japanese plans consists of three major components: approximately 25 % is invested in equity securities, approximately 50 % is invested in debt securities, and approximately 25
% is invested in other products, such as investments in insurance contracts including life insurance company general accounts.
Outside Japan, investment policies vary by country, but Canon’s model portfolio for foreign plans consists of three major components: approximately 20 % is invested in equity securities, approximately 30 % is invested in debt securities, and approximately 50 % is invested in other products, such as investments in real estate assets.
The target allocation percentages of plan assets set by Canon’s investment policies approximate the actual allocation percentages of plan assets at December 31, 2021 and 2020.
The equity securities are selected primarily from stocks that are listed on securities exchanges. Prior to investing, Canon investigates the business condition of the investee companies, and appropriately diversifies 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 investigates the quality of the issue, including rating, interest rate, and repayment dates, and appropriately diversifies the investments. Pooled funds are selected using strategies consistent with the equity and debt securities described above. As for insurance contracts, there are several types of insurance contracts between Canon and the life insurance companies including life insurance company general accounts which guarantee the payments of interest based on expected interest rates and return of capital, and insured pension plans which cover future designated contractual benefit payments to covered participants. With respect to investments in foreign financial products, Canon investigates
144
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. |
Employee Retirement and Severance Benefits (continued) |
Plan assets (continued)
the stability of the underlying governments and economies, the market characteristics such as settlement systems and the taxation systems. For each such investment, Canon selects the appropriate investment country and currency.
The three levels of input used to measure fair value are more fully described in Note 22. The fair values of Canon’s pension plan assets at December 31, 2021 and 2020, by asset category, are as follows:
December 31, 2021 |
||||||||||||||||||||||||||||||||
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) |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Foreign companies |
— |
— |
— |
|||||||||||||||||||||||||||||
| Pooled funds (b) |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||||||||||||||
| Government bonds (c) |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
| Municipal bonds |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Corporate bonds |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Pooled funds (d) |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Mortgage backed securities (and other asset backed securities) |
— |
— |
— |
— |
||||||||||||||||||||||||||||
| Insurance contracts |
— |
— |
— |
|||||||||||||||||||||||||||||
| Other assets |
— |
— |
||||||||||||||||||||||||||||||
| Investment measured at net asset value |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
December 31, 2020 |
||||||||||||||||||||||||||||||||
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) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Foreign companies |
— | — | — | — | ||||||||||||||||||||||||||||
| Pooled funds (f) |
— | — | ||||||||||||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||||||||||||||
| Government bonds (g) |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Municipal bonds |
— | — | — | — | ||||||||||||||||||||||||||||
| Corporate bonds |
— | — | — | — | ||||||||||||||||||||||||||||
| Pooled funds (h) |
— | — | — | — | ||||||||||||||||||||||||||||
| Mortgage backed securities (and other asset backed securities) |
— | — | — | — | ||||||||||||||||||||||||||||
| Life insurance company general accounts |
— | — | — | — | ||||||||||||||||||||||||||||
| Other assets |
— | — | — | |||||||||||||||||||||||||||||
| Investment measured at net asset value |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| — | ||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
145
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. |
Employee Retirement and Severance Benefits (continued) |
Plan assets (continued)
| (a) | The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥ |
| (b) | These funds invest in listed equity securities consisting of approximately |
| (c) | This class includes approximately |
| (d) | These funds invest in approximately |
| (e) | The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥ |
| (f) | These funds invest in listed equity securities consisting of approximately |
| (g) | This class includes approximately |
| (h) | These funds invest in approximately |
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, investments in life insurance company general 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 values of Level 3 asset, consisting of investments in insured pension plans and hedge funds, were ¥40,296 million and ¥1,356 million at December 31, 2021 and 2020, respectively. Amounts of actual returns on, purchases and sales of these assets during the years ended December 31, 2021 and 2020 were not significant.
Contributions
Canon expects to contribute ¥15,942 million to its Japanese defined benefit pension plans and ¥18,165 million to its foreign defined benefit pension plans for the year ending December 31, 2022.
146
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
11. |
Employee Retirement and Severance Benefits (continued) |
Estimated future benefit payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Japanese plans |
Foreign plans |
|||||||
(Millions of yen) |
(Millions of yen) |
|||||||
Year ending December 31: |
||||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
2027 – 2031 |
||||||||
Multiemployer pension plans
The amounts of cost recognized for the multiemployer pension plans primarily in the Netherlands for the years ended December 31, 2021, 2020 and 2019 were ¥4,822 million, ¥4,224 million and ¥4,321 million, respectively. The multiemployer pension plan in which the subsidiaries in the Netherlands participated was 97.6 % funded as of December 31, 2020. The terms of the collective bargaining agreements are negotiated on a regular basis between the local labor unions and participating employers. Canon is not liable for other participating employers’ obligations under the terms and conditions of the agreements.
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, 2021, 2020 and 2019 were ¥22,660 million, ¥16,334 million and ¥17,414 million, respectively.
12. |
Income Taxes |
Domestic and foreign components of income before income taxes and the current and deferred income tax expense attributable to such income are summarized as follows:
Year ended December 31, 2021 |
||||||||||||
Japanese |
Foreign |
Total |
||||||||||
(Millions of yen) |
||||||||||||
Income before income taxes |
||||||||||||
Income taxes: |
||||||||||||
Current |
||||||||||||
Deferred |
( |
) |
( |
) | ||||||||
147
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. |
Income Taxes (continued) |
Year ended December 31, 2020 |
||||||||||||
Japanese |
Foreign |
Total |
||||||||||
(Millions of yen) |
||||||||||||
Income before income taxes |
||||||||||||
Income taxes: |
||||||||||||
Current |
||||||||||||
Deferred |
( |
) | ( |
) | ( |
) | ||||||
Year ended December 31, 2019 |
||||||||||||
Japanese |
Foreign |
Total |
||||||||||
(Millions of yen) |
||||||||||||
Income before income taxes |
||||||||||||
Income taxes: |
||||||||||||
Current |
||||||||||||
Deferred |
( |
) | ( |
) | ( |
) | ||||||
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 31
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 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Japanese statutory income tax rate |
% |
% |
% | |||||||||
Increase (reduction) in income taxes resulting from: |
||||||||||||
Expenses not deductible for tax purposes |
||||||||||||
Income of foreign subsidiaries taxed at lower than Japanese statutory tax rate |
( |
) |
( |
) |
( |
) | ||||||
Tax credit for research and development expenses |
( |
) |
( |
) |
( |
) | ||||||
Change in valuation allowance |
( |
) |
( |
) | ||||||||
Deferred tax liabilities on undistributed earnings of foreign subsidiaries |
||||||||||||
Tax credit at foreign subsidiaries |
( |
) |
( |
) |
( |
) | ||||||
Effect of enacted changes in tax laws |
( |
) |
( |
) |
( |
) | ||||||
Other |
( |
) |
( |
) |
||||||||
Effective income tax rate |
% |
% |
% | |||||||||
148
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 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Other assets |
||||||||
Other noncurrent liabilities |
( |
) |
( |
) | ||||
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below:
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Deferred tax assets: |
||||||||
Inventories |
||||||||
Accrued business tax |
||||||||
Accrued pension and severance cost |
||||||||
Research and development – costs capitalized for tax purposes |
||||||||
Property, plant and equipment |
||||||||
Operating lease liabilities |
||||||||
Accrued expenses |
||||||||
Net operating losses carried forward |
||||||||
Other |
||||||||
Less valuation allowance |
( |
) |
( |
) | ||||
Total deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Undistributed earnings of foreign subsidiaries |
( |
) |
( |
) | ||||
Tax deductible reserve |
( |
) |
( |
) | ||||
Financing lease revenue |
( |
) |
( |
) | ||||
Operating lease right-of-use |
( |
) |
( |
) | ||||
Intangible assets |
( |
) |
( |
) | ||||
Other |
( |
) |
( |
) | ||||
Total deferred tax liabilities |
( |
) |
( |
) | ||||
Net deferred tax assets |
||||||||
The net changes in the total valuation allowance were a decrease of ¥11,679 million, an increase of ¥3,074 million and a decrease of ¥3,056 million for the years ended December 31, 2021, 2020 and 2019, respectively.
149
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. |
Income Taxes (continued) |
Based on 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 valuation allowance, at December 31, 2021.
At December 31, 2021, Canon had net operating losses which can be carried forward for income tax purposes of ¥175,581 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 |
||||
After one year through five years |
||||
After five years through ten years |
||||
After ten years through twenty years |
||||
Indefinite period |
||||
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 ¥16,162 million for a portion of undistributed earnings of foreign subsidiaries of ¥875,208 million as of December 31, 2021 because Canon intends to permanently reinvest such undistributed earnings of foreign subsidiaries. Deferred tax liabilities will be recognized when such undistributed earnings are no longer permanently reinvested.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
Balance at beginning of year |
||||||||||||
Additions for tax positions of the current year |
||||||||||||
Additions for tax positions of prior years |
||||||||||||
Reductions for tax positions of prior years |
( |
) | ( |
) | ||||||||
Settlements with tax authorities |
( |
) |
( |
) | ||||||||
Other |
( |
) |
( |
) | ||||||||
Balance at end of year* |
|
|
||||||||||
| * | The unrecognized tax benefits were offset by deferred tax assets in the amount of ¥ |
The total amounts of unrecognized tax benefits that would reduce the effective tax rate, if recognized, were ¥9,813 million and ¥8,572 million at December 31, 2021 and 2020, respectively.
Although Canon believes its estimates and assumptions of unrecognized tax benefits are reasonable, uncertainty regarding the final determination of tax examination settlements and any related litigation could affect the
150
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
12. |
Income Taxes (continued) |
effective tax rate in a future period. Based on each of the items of which Canon is aware at December 31, 2021, 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, 2021 and 2020, and interest and penalties included in income taxes for the years ended December 31, 2021, 2020 and 2019 were 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 2021. Canon is also no longer subject to a transfer pricing examination by the tax authority for years before 2021. 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 2014 with few exceptions.
13. |
Legal Reserve and Retained Earnings |
The Corporation Law of Japan provides that an amount equal to 10 % of distributions from retained earnings paid by the Company and its Japanese subsidiaries be appropriated as a legal reserve. No further appropriations are required when the total amount of the additional 25 % of their respective stated capital. The Corporation Law of Japan also provides that additional
paid-in
capital and the legal reserve equals paid-in
capital and legal reserve are available for appropriations by resolution of the 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, 2021, 2020 and 2019 represent dividends paid out during those years and the related appropriations to the legal reserve. Retained earnings at December 31, 2021 did not reflect current 57,517 million which were approved by the shareholders in March 2022.
year-end
dividends in the amount of ¥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 ¥858,455 million at December 31, 2021.
Retained earnings at December 31, 2021 included Canon’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥17,858 million.
151
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
14. |
Other Comprehensive Income (Loss) |
Changes in accumulated other comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 are as follows:
Foreign currency translation adjustments |
Gains and losses on derivative instruments |
Pension liability adjustments |
Total |
|||||||||||||
(Millions of yen) |
||||||||||||||||
| Balance at December 31, 2018 |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Cumulative effects of accounting standard update – adoption of ASU No. 2017-12 |
— | ( |
) | — | ( |
) | ||||||||||
| Equity transactions with noncontrolling interests and other |
( |
) | — | — | ( |
) | ||||||||||
| Other comprehensive income (loss) before reclassifications |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net change during the year |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at December 31, 2019 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Equity transactions with noncontrolling interests and other |
( |
) | — | — | ( |
) | ||||||||||
| Other comprehensive income (loss) before reclassifications |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net change during the year |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at December 31, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income (loss) before reclassifications |
( |
) |
||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) |
( |
) |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net change during the year |
( |
) |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance at December 31, 2021 |
( |
) |
( |
) |
( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
152
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, 2021, 2020 and 2019 are as follows:
Amount reclassified from accumulated other comprehensive income (loss) * | ||||||||||||||
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Year ended December 31, 2019 |
Affected line items in consolidated statements of income | |||||||||||
(Millions of yen) |
||||||||||||||
| Foreign currency translation adjustments |
( |
) |
— | — | Selling, general and administrative expenses | |||||||||
— |
— | ( |
) | Other, net | ||||||||||
| |
|
|
|
|
|
|||||||||
| — | — | Income taxes | ||||||||||||
| |
|
|
|
|
|
|||||||||
( |
) |
— | ( |
) | Consolidated net income | |||||||||
— |
— | — | Net income attributable to noncontrolling interests | |||||||||||
| |
|
|
|
|
|
|||||||||
( |
) |
— | ( |
) | Net income attributable to Canon Inc. | |||||||||
| |
|
|
|
|
|
|||||||||
| Gains and losses on derivative instruments |
Net Sales | |||||||||||||
( |
) |
( |
) | ( |
) | Income taxes | ||||||||
| |
|
|
|
|
|
|||||||||
| Consolidated net income | ||||||||||||||
| ( |
) | ( |
) | Net income attributable to noncontrolling interests | ||||||||||
| |
|
|
|
|
|
|||||||||
| Net income attributable to Canon Inc. | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| Pension liability adjustments |
Other, net | |||||||||||||
( |
( |
) | ( |
) | Income taxes | |||||||||
| |
|
|
|
|
|
|||||||||
| Consolidated net income | ||||||||||||||
( |
( |
) | ( |
) | Net income attributable to noncontrolling interests | |||||||||
| |
|
|
|
|
|
|||||||||
| Net income attributable to Canon Inc. | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| Total amount reclassified, net of tax and noncontrolling interests |
||||||||||||||
| |
|
|
|
|
|
|||||||||
| * | Amounts in parentheses indicate gains in consolidated statements of income. |
153
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 |
||||||||||||
Before-tax amount |
Tax (expense) or benefit |
Net-of-tax amount |
||||||||||
(Millions of yen) |
||||||||||||
| 2021: |
||||||||||||
| Foreign currency translation adjustments |
||||||||||||
| Amount arising during the year |
( |
) |
||||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) |
||||||||||
| Net gains and losses on derivative instruments: |
||||||||||||
| Amount arising during the year |
( |
) |
( |
) | ||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) |
||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) |
( |
) | ||||||||
| Pension liability adjustments: |
||||||||||||
| Amount arising during the year |
( |
|||||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
|||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
|||||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
( |
|||||||||||
| |
|
|
|
|
|
|||||||
Years ended December 31 |
||||||||||||
Before-tax amount |
Tax (expense) or benefit |
Net-of-tax amount |
||||||||||
(Millions of yen) |
||||||||||||
| 2020: |
||||||||||||
| Foreign currency translation adjustments |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ||||||||
| Reclassification adjustments for gains and losses realized in net income |
— | — | — | |||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ( |
) | ||||||||
| Net gains and losses on derivative instruments: |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ||||||||||
| Pension liability adjustments: |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ( |
) | ||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
154
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
14. |
Other Comprehensive Income (Loss) (continued) |
Years ended December 31 |
||||||||||||
Before-tax amount |
Tax (expense) or benefit |
Net-of-tax amount |
||||||||||
(Millions of yen) |
||||||||||||
| 2019: |
||||||||||||
| Foreign currency translation adjustments |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) | — | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ( |
) | ||||||||
| Net gains and losses on derivative instruments: |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ||||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ( |
) | ||||||||
| Pension liability adjustments: |
||||||||||||
| Amount arising during the year |
( |
) | ( |
) | ( |
) | ||||||
| Reclassification adjustments for gains and losses realized in net income |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net change during the year |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
15. |
Revenue |
Revenue from sales of products of the Printing Business Unit, such as office MFDs, laser printers and inkjet printers, and the Imaging Business Unit, such as digital cameras, is primarily recognized upon shipment or delivery, depending upon when the customer obtains controls of these products.
Revenue from sales of equipment of the Medical Business Unit and the Industrial and Others Business Unit that are sold with customer acceptance provisions related to their functionality, including certain medical equipment such as CT systems and MRI systems, and lithography equipment such as semiconductor and FPD lithography equipment, is recognized when the equipment is installed at the customer site and the agreed-upon specifications are objectively satisfied and confirmed.
Most of Canon’s service revenue is generated from maintenance service in the products of the Printing Business Unit and the Medical Business Unit which is recognized over time. For the service contracts of the Printing Business Unit, the customer typically pays a variable amount based on usage, a stated fixed fee or a stated base fee plus a variable amount which frequently include the provision of consumables as well as break fix activities. The majority portion of service revenue from the products of the Printing Business Unit is recognized as billed since the invoiced amount directly correlates with the value to the customer of the underlying performance obligation to date. For the service contracts of the Medical Business Unit, the customer typically pays a stated fixed fee for the stand ready maintenance service and revenue is recognized ratably over the contract period.
The majority of service arrangements for the products are executed in combination with related products. Transaction prices for products and services need to be allocated to each performance obligation on a relative standalone selling price basis where judgements are required. Canon estimates the standalone selling price using a range of prices that would meet the allocation objective based on all the information that is reasonably available including market conditions and other observable inputs. If transaction prices of the product or service contracts are not within the acceptable range then the revenue is subject to allocation based on the estimated standalone selling prices. Canon recognizes the incremental costs of obtaining a contract as an expense when related products of the Printing Business Unit are sold.
155
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. |
Revenue (continued) |
Revenue from sales of certain industrial equipment which do not have alternative use and for which Canon has enforceable right to payment to the customers for the performance completed to date is recognized over time with progress towards completion measured using the cost based input method as the basis to recognize revenue and an estimated margin. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become evident. Changes in job performance, job conditions, estimated margin and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include, production efficiencies, availability and costs of labor and materials. These factors can impact the accuracy of Canon’s estimates and materially impact future reported revenue and cost of sales.
The transaction prices that Canon is entitled to receive in exchange for transferring goods or services to the customer include certain forms of variable consideration, including product discounts, customer promotions and volume-based rebates mainly for the products of the Imaging Business Unit, which are sold predominantly through distributors and retailers. Canon includes estimated amounts in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable considerations are estimated based upon historical trends and other known factors at the time of sale, and are subsequently adjusted in each period based on current information. In addition, Canon may provide a right of return on its products for a short time period after a sale. These rights are accounted for as variable consideration when determining the transaction price, and accordingly Canon recognizes revenue based on the estimated amount to which Canon expects to be entitled after considering expected returns.
156
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. |
Revenue (continued) |
Disaggregated revenue by timing is as follows. Disaggregated revenue by business unit, product and geographic area are described in Note 23.
Printing |
Imaging |
Medical |
Industrial and Others |
Corporate and eliminations |
Consolidated |
|||||||||||||||||||
(Millions of yen) |
||||||||||||||||||||||||
2021: |
||||||||||||||||||||||||
Revenue recognized at a point in time |
( |
) |
||||||||||||||||||||||
Revenue recognized over time |
— |
|||||||||||||||||||||||
Total |
( |
) |
||||||||||||||||||||||
Printing |
Imaging |
Medical |
Industrial and Others |
Corporate and eliminations |
Consolidated |
|||||||||||||||||||
(Millions of yen) |
||||||||||||||||||||||||
2020: |
||||||||||||||||||||||||
Revenue recognized at a point in time |
( |
) | ||||||||||||||||||||||
Revenue recognized over time |
— | |||||||||||||||||||||||
Total |
( |
) | ||||||||||||||||||||||
Printing |
Imaging |
Medical |
Industrial and Others |
Corporate and eliminations |
Consolidated |
|||||||||||||||||||
(Millions of yen) |
||||||||||||||||||||||||
2019: |
||||||||||||||||||||||||
Revenue recognized at a point in time |
( |
) | ||||||||||||||||||||||
Revenue recognized over time |
— | |||||||||||||||||||||||
Total |
( |
) | ||||||||||||||||||||||
| * | Based on the realignment of Canon’s internal reporting and management structure, from the beginning of 2021, Canon has changed the name and structure of segments to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Changes in the disaggregated revenue by timing and by segment for the fiscal year ended December 31, 2020 and 2019 also have been reclassified. |
Revenue recognized over time includes primarily revenue from maintenance service in the products of the Printing Business Unit and the Medical Business Unit and sales of certain equipment of the Industrial and Others Unit which do not have alternative use and for which Canon has enforceable right to payment to the customers for the performance completed to date.
Canon recognizes contract assets primarily for unbilled receivables mainly arising from services contracts for the products of the Printing Business Unit. Contract assets are reclassified to trade receivables when they are billed under the terms of the contract. The difference between the opening and closing balances of contract assets primarily results from the timing difference of Canon’s performance and billing to customers. Contract assets at December 31, 2021 and 2020 were ¥44,722 million and ¥42,752 million, respectively, and are included in prepaid expenses and other current assets in the consolidated balance sheets.
157
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
15. |
Revenue (continued) |
Canon typically bills to the customer wh132,087 million and ¥135,455 million, respectively, and are included in other current liabilities and other 112,232 million.
e
n the performance obligation is satisfied and collects the payment in relatively short term except for certain maintenance service of the products of the Printing Business Unit and the Medical Business Unit and certain industrial equipment for which Canon occasionally receives the payment in advance from customers. The amount received in excess of revenue recognized is recorded as deferred revenue until the performance obligation for distinct goods or services are satisfied. Deferred revenue at December 31, 2021 and 2020 were ¥non-current
liabilities in the accompanying consolidated balance sheets. Revenue recognized for the year ended December 31, 2021, which had been included in the deferred revenue balance at December 31, 2020, was ¥Remaining performance obligations for products and equipment at December 31, 2021 primarily arise from the sales of certain industrial equipment, amounting to ¥150,833 million, 66 % of which is expected to be recognized as revenue within one year and remaining 34 % is within two years. Disclosure of remaining performance obligations is not required for the majority of services since the related revenue is recognized on an as billed basis applying the right to invoice practical expedient or is generated from the contracts with original expected duration of less than one year. The portion of fixed maintenance service contract for the products of the Printing Business Unit and the Medical Business Unit with original expected duration of more than one year is approximately 13 % of total service revenue and the average remaining period for these fixed contracts as of December 31, 2021 is about two years .
Taxes collected from customers and remitted to governmental authorities are excluded from revenues in the consolidated statements of income.
16. |
Stock-Based Compensation |
On April 28, 2021, based on the approval of the board of directors, the Company granted stock options to its directors and executive officers to acquire 43,700 shares of common stock. Those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. These option awards have a 30 year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2021 was ¥2,227 .
On May 1, 2020, based on the board of the directors, the Company granted stock options to its directors and executive officers to acquire 88,600 shares of common stock. Those to whom stock acquisition rights are granted (the “Holder(s)”) shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. These option awards have a 30 year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2020 was ¥1,459 .
On March 25, 2020, based on the board of the directors, the Company granted stock options to its executive officer to acquire 10,300 shares of common stock. The Holder shall be entitled to exercise all the stock acquisition rights together within 10 days (in case the last day is not a business day, the following business day) from after the date when they cease to hold any position as a director or an executive officer of the Company. These option awards have a 30 year exercisable period. The grant-date fair value per share of the stock options granted during the year ended December 31, 2020 was ¥1,703 .
158
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
16. |
Stock-Based Compensation (continued) |
The compensation cost recognized for these stock options for the years ended December 31, 2021 was ¥97 million and 2020 was ¥147 million and 2019 was ¥265 million, and it is included in selling, general and administrative expenses in the consolidated statements of income.
The fair value of the option award was estimated on the date of grant using the Black-Sholes option pricing model that incorporates the assumptions presented below:
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||||||
*1 |
*2 |
|||||||||||
Expected term of option (in years) |
||||||||||||
Expected volatility |
% |
% | % | |||||||||
Dividend yield |
% |
% | % | |||||||||
Risk-free interest rate |
( |
%) |
( |
%) | ( |
%) | ||||||
| *1 | Granted on March 25, 2020 |
| *2 | Granted on May 1, 2020 |
A summary of option
activity
under the
stock option plans as of and for the years ended December 31, 2021, 2020 and 2019 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, 2019 |
|
|
|
|||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Outstanding at December 31, 2019 |
||||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Outstanding at December 31, 2020 |
||||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) |
||||||||||||||
Outstanding at December 31, 2021 |
||||||||||||||||
Exercisable at December 31, 2021 |
||||||||||||||||
The total fair values of shares vested during the years ended December 31, 2021 and 2020 were ¥97 million and ¥147 million, respectively, and 2019 was ¥265 million. Cash received from the exercise of stock options for the years ended December 31, 2021, 2020 and 2019 were no
159
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
17. |
Net Income Attributable to Canon Inc. Shareholders per Share |
A reconciliation of the numerators and denominators of basic and diluted net income attributable to Canon Inc. shareholders per share computations is as follows:
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
| Basic net income attributable to Canon Inc. |
||||||||||||
| Diluted net income attributable to Canon Inc. |
||||||||||||
(Number of shares) |
||||||||||||
| Average common shares outstanding |
||||||||||||
| Effect of dilutive securities: |
||||||||||||
| Stock options |
||||||||||||
| |
|
|
|
|
|
|||||||
| Diluted common shares outstanding |
||||||||||||
| |
|
|
|
|
|
|||||||
(Yen) |
||||||||||||
| Net income attributable to Canon Inc. shareholders per share: |
||||||||||||
| Basic |
||||||||||||
| Diluted |
||||||||||||
18. |
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 speculative purposes. Canon is also exposed to credit-related losses in the event of
non-performance
by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations. Most of the counterparties are internationally recognized financial institutions and selected by Canon taking into account their financial condition, and contracts are diversified across a number of major financial institutions. Foreign currency exchange rate risk management
Canon’s international operations expose Canon to the risk of changes in foreign currency exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and intercompany trade receivables that are denominated in foreign currencies. In accordance with Canon’s policy, a specific portion of foreign currency exposure resulting from forecasted intercompany sales are hedged using foreign exchange contracts which principally mature within three months.
Cash flow hedge
Changes in the fair value of derivative financial instruments designated as cash flow hedges, including foreign exchange contracts associated with forecasted intercompany sales, are reported in accumulated other
160
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
18. |
Derivatives and Hedging Activities (continued) |
Cash flow hedge (continued)
comprehensive income (loss). These amounts are subsequently reclassified into earnings in the same period as the hedged items affect earnings. Substantially all amounts recorded in accumulated other comprehensive income (loss) as of December 31, 2021 are expected to be recognized in net sales over the next twelve months. 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.
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, 2021 and 2020 are set forth below:
December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
| To sell foreign currencies |
|
|||||||
| To buy foreign currencies |
||||||||
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, 2021 and 2020.
Derivatives designated as hedging instruments
Fair value |
||||||||||
December 31 |
||||||||||
| Balance sheet location |
2021 |
2020 |
||||||||
(Millions of yen) |
||||||||||
| Assets: |
||||||||||
| Foreign exchange contracts |
Prepaid expenses and other current assets | |
||||||||
| Liabilities: |
||||||||||
| Foreign exchange contracts |
Other current liabilities | |||||||||
Derivatives not designated as hedging instruments
Fair value |
||||||||||
December 31 |
||||||||||
| Balance sheet location |
2021 |
2020 |
||||||||
(Millions of yen) |
||||||||||
| Assets: |
||||||||||
| Foreign exchange contracts |
Prepaid expenses and other current assets | |
||||||||
| Liabilities: |
||||||||||
| Foreign exchange contracts |
Other current liabilities | |||||||||
161
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
18. |
Derivatives and Hedging Activities (continued) |
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, 2021, 2020 and 2019.
Derivatives in cash flow hedging relationships
Year ended December 31 |
||||||||||||
Gain (loss) recognized in OCI |
Gain (loss) reclassified from accumulated OCI into income |
|||||||||||
Amount |
Location |
Amount |
||||||||||
(Millions of yen) |
||||||||||||
2021: |
||||||||||||
Foreign exchange contracts |
( |
) |
Net sales | ( |
) | |||||||
2020: |
||||||||||||
Foreign exchange contracts |
( |
) | Net sales | ( |
) | |||||||
2019: |
||||||||||||
Foreign exchange contracts |
( |
) | Net sales | ( |
) | |||||||
Derivatives not designated as hedging instruments
Gain (loss) recognized in income on derivative |
||||||||||||||||
Years ended December 31 |
||||||||||||||||
Location |
2021 |
2020 |
2019 |
|||||||||||||
(Millions of yen) |
||||||||||||||||
Foreign exchange contracts |
Other, net | ( |
) |
|||||||||||||
19. |
Lessee Accounting |
Lease costs are included in cost of sales or selling general and administrative expense in accompanying consolidated statements of income. Supplemental income statement information is as follows:
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||
(Millions of yen) |
||||||||
Operating lease cost |
||||||||
Short-term lease cost |
||||||||
Other lease cost |
||||||||
162
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
19. |
Lessee Accounting (continued) |
Operating lease cash flow
Supplemental cash flow information is as follows.
Year ended December 31, 2021 |
Year ended December 31, 2020 |
|||||||
(Millions of yen) |
||||||||
Cash paid for amount included in the measurement of lease liabilities |
||||||||
Operating cash flows from operating leases |
||||||||
Noncash activity – Rights of use assets obtained in exchange for lease liabilities |
||||||||
Operating leases |
||||||||
Maturity Analysis
The following is a schedule by year of the future minimum lease payments under operating leases at December 31, 2021.
(Millions of yen) |
||||
Year ending December 31: |
||||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total future minimum lease payments |
||||
Less Imputed Interest |
( |
) | ||
Remaining lease term and discount rate
The following is remaining lease term and discount rate under operating leases at December 31, 2021 and 2020.
December 31, 2021 |
December 31, 2020 |
|||||||
Weighted-average remaining lease term |
||||||||
Weighted-average discount rate |
||||||||
20. |
Commitments and Contingent Liabilities |
Commitments
At December 31, 2021, commitments outstanding for the purchase of property, plant and equipment approximated ¥76,229 million, and commitments outstanding for the purchase of parts and raw materials approximated ¥249,909 million.
163
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
20. |
Commitments and Contingent Liabilities (continued) |
Guarantees
Canon occupies sales offices and other facilities under lease arrangements accounted for as operating leases. Deposits mainly for restoration made under such arrangements aggregated ¥10,812 million and ¥10,962 million at December 31, 2021 and 2020, respectively, and are included in noncurrent receivables in the accompanying consolidated balance sheets.
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 facilitate financing.
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 15 years in case of employees with housing loans, and 1 year to 5 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 ¥2,078 million at December 31, 2021. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2021 were not significant.
Canon also offers assurance-type warranties under which it generally guarantees the performance of products delivered and services rendered for a certain period or term. Estimated product warranty costs are recorded at the time revenue is recognized and are included in selling, general and administrative expenses in the accompanying consolidated statements of income. Estimates for accrued product warranty costs are based on historical experience. Accrued product warranty costs are included in accrued expenses in the accompanying consolidated balance sheets and the changes for the years ended December 31, 2021 and 2020 are summarized as follows:
Years ended December 31 |
||||||||
2021 |
2020 |
|||||||
(Millions of yen) |
||||||||
Balance at beginning of the year |
|
|||||||
Additions |
||||||||
Utilization |
( |
) |
( |
) | ||||
Other |
( |
) |
( |
) | ||||
Balance at end of the year |
||||||||
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 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, and cash flows.
164
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
21. |
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, 2021 and 2020 are set forth below. The following summary excludes cash and cash equivalents, trade receivables, noncurrent receivables, short-term loans, trade payables and accrued expenses, and the fair values of these instruments approximate their carrying amounts. The summary also excludes investments and derivative instruments which are disclosed in Note 2 and Note 22, and Note 18, respectively.
December 31 |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Carrying amount |
Estimated fair value |
Carrying amount |
Estimated fair value |
|||||||||||||
(Millions of yen) |
||||||||||||||||
Long-term debt, including current installments |
( |
) |
( |
) |
( |
) | ( |
) | ||||||||
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 22.
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.
Concentrations of credit risk
No single customer accounted for more than 10 percent of consolidated trade receivables as of December 31, 2021 or 2020.
22. |
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. | ||
165
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
22. |
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, 2021 and 2020.
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(Millions of yen) |
||||||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents |
— |
— |
||||||||||||||
Investments: |
||||||||||||||||
Fund trusts and others |
— |
|||||||||||||||
Equity securities |
— |
— |
||||||||||||||
Prepaid expenses and other current assets: |
||||||||||||||||
Derivatives |
— |
— |
||||||||||||||
Total assets |
— |
|||||||||||||||
Liabilities: |
||||||||||||||||
Other current liabilities: |
||||||||||||||||
Derivatives |
— |
— |
||||||||||||||
Total liabilities |
— |
— |
||||||||||||||
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
(Millions of yen) |
||||||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents |
— | — | |
|||||||||||||
Investments: |
||||||||||||||||
Fund trusts and others |
— | |||||||||||||||
Equity securities |
— | — | ||||||||||||||
Prepaid expenses and other current assets: |
||||||||||||||||
Derivatives |
— | — | ||||||||||||||
Total assets |
— | |||||||||||||||
Liabilities: |
||||||||||||||||
Other current liabilities: |
||||||||||||||||
Derivatives |
— | — | ||||||||||||||
Total liabilities |
— | — | ||||||||||||||
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.
166
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
22. |
Fair Value Measurements (continued) |
Assets and liabilities measured at fair value on a recurring basis (continued)
Derivative financial instruments are comprised of foreign exchange contracts. Level 2 derivatives are valued using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and interest rates, based on market approach.
Assets and liabilities measured at fair value on a nonrecurring basis
There were no significant assets or liabilities to be measured at fair value on a nonrecurring basis during the year ended December 31, 2021 and 2020.
23. |
Segment Information |
Canon reports in four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit, and the Industrial 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, from 2021, Canon has changed the name and structure of segments from Office Business Unit, Imaging System Business Unit, Medical System Business Unit and Industry and Others Business Unit to Printing Business Unit, Imaging Business Unit, Medical Business Unit, and Industrial and Others Business Unit. Major changes include moving Inkjet printers from Imaging System Business Unit to the Printing Business Unit, the same business unit as Office multifunction devices (MFDs) and Laser multifunction printers (MFPs), and moving Network cameras from Industry and Others Business Unit to the Imaging Business Unit, the same business unit as Interchangeable-lens digital cameras. Prior period amounts also have been reclassified.
The primary products included in each segment are as follows:
Printing Business Unit: |
Office multifunction devices (MFDs) / Document solutions/ Laser multifunction printers (MFPs) / Laser printers /Inkjet printers / Image scanners / Calculators / Digital continuous feed presses / Digital sheet-fed presses / Large format printers | |
Imaging Business Unit: |
Interchangeable-lens digital cameras / Interchangeable lenses / Digital compact cameras /Compact photo printers / Network cameras / Video management software / Video content analytics software / Digital camcorders / Digital cinema cameras / Broadcast equipment /Multimedia projectors | |
Medical Business Unit: |
Computed tomography (CT) systems / Diagnostic ultrasound systems / Diagnostic X-ray systems / Magnetic resonance imaging (MRI) systems / Clinical chemistry analyzers / Digital radiography systems / Ophthalmic equipment | |
Industrial and Others Business Unit: |
Semiconductor lithography equipment / FPD (Flat panel display) lithography equipment /OLED display manufacturing equipment / Vacuum thin-film deposition equipment / Die bonders / Handy terminals / Document scanners | |
167
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
23. |
Segment Information (continued) |
The accounting policies of the segments are substantially the same as those described in the significant accounting policies in Note 1. Canon evaluate results and allocate resources for each segment based on income before income taxes.
Information about operating results and assets for each segment as of and for the years ended December 31, 2021, 2020 and 2019 is as follows:
Printing |
Imaging |
Medical |
Industrial and Others |
Corporate and eliminations |
Consolidated |
|||||||||||||||||||
(Millions of yen) |
||||||||||||||||||||||||
2021: |
||||||||||||||||||||||||
Net sales: |
||||||||||||||||||||||||
External customers |
( |
) |
||||||||||||||||||||||
Intersegment |
( |
) |
— |
|||||||||||||||||||||
Total |
( |
) |
||||||||||||||||||||||
Operating cost and expenses |
( |
) |
||||||||||||||||||||||
Operating profit |
( |
) |
||||||||||||||||||||||
Other income (deductions) |
( |
) |
||||||||||||||||||||||
Income before income taxes |
( |
) |
||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||||||
Capital expenditures |
||||||||||||||||||||||||
2020: |
||||||||||||||||||||||||
Net sales: |
||||||||||||||||||||||||
External customers |
( |
) | ||||||||||||||||||||||
Intersegment |
( |
) | — |
|||||||||||||||||||||
Total |
( |
) | ||||||||||||||||||||||
Operating cost and expenses |
||||||||||||||||||||||||
Operating profit |
( |
) | ||||||||||||||||||||||
Other income (deductions) |
( |
) | ||||||||||||||||||||||
Income before income taxes |
( |
) | ||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||||||
Capital expenditures |
||||||||||||||||||||||||
2019: |
||||||||||||||||||||||||
Net sales: |
||||||||||||||||||||||||
External customers |
||||||||||||||||||||||||
Intersegment |
( |
) | — | |||||||||||||||||||||
Total |
( |
) | ||||||||||||||||||||||
Operating cost and expenses* |
( |
) | ||||||||||||||||||||||
Operating profit |
( |
) | ||||||||||||||||||||||
Other income (deductions) |
||||||||||||||||||||||||
Income before income taxes |
( |
) | ||||||||||||||||||||||
Total assets |
||||||||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||||||
Capital expenditures |
||||||||||||||||||||||||
| * | During 2019, the Company implemented a restructuring plan centered in Europe with the goal of reorganizing sales structure and improving profitability mainly in the Printing Business Unit. The employee |
168
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
23. |
Segment Information (continued) |
| severance charges in the Printing Business Unit under the plan for the year ended December 31, 2019 were ¥ |
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 Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation) 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, identified intangible assets from acquisitions and corporate properties. Capital expenditures represent the additions to property, plant and equipment and intangible assets measured on an accrual basis.
Information about sales by product and service to external customers for each segment for the years ended December 31, 2021, 2020 and 2019 is as follows:
Years ended December 31 |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
Printing |
||||||||||||
Office multifunction devices |
||||||||||||
Office others |
||||||||||||
Office |
||||||||||||
Laser printers |
||||||||||||
Inkjet printers and Others |
||||||||||||
Prosumer |
||||||||||||
Production |
||||||||||||
Total |
||||||||||||
Imaging |
||||||||||||
Cameras |
||||||||||||
Network cameras and Others |
||||||||||||
Total |
||||||||||||
Medical |
||||||||||||
Diagnostic equipment |
||||||||||||
Industrial and Others |
||||||||||||
Lithography equipment |
||||||||||||
Industrial equipment |
||||||||||||
Others |
||||||||||||
Total |
||||||||||||
Corporate |
( |
) |
( |
) | ||||||||
Consolidated |
||||||||||||
169
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
23. |
Segment Information (continued) |
Based on the realignment of Canon’s internal reporting and management structure, from the beginning of 2021, Canon has changed products category. Production includes Digital continuous feed presses, Digital
sheet-fed
presses and Large format printers in the primary products. Network cameras and Others include Network cameras, Video management software, Video content analytics software, Digital camcorders, Digital cinema cameras, Broadcast equipment and Multimedia projectors in the primary products. Industrial equipment includes OLED display manufacturing equipment, Vacuum thin-film deposition equipment and Die bonders in the primary products. Prior period amounts also have been reclassified. Information by major geographic area as of and for the years ended December 31, 2021, 2020 and 2019 is as follows:
2021 |
2020 |
2019 |
||||||||||
(Millions of yen) |
||||||||||||
Net sales: |
||||||||||||
Japan |
||||||||||||
Americas |
||||||||||||
Europe |
||||||||||||
Asia and Oceania |
||||||||||||
Total |
||||||||||||
Long-lived assets: |
||||||||||||
Japan |
||||||||||||
Americas |
||||||||||||
Europe |
||||||||||||
Asia and Oceania |
||||||||||||
Total |
||||||||||||
Net sales are attributed to areas based on the location where the products are shipped and the services are performed 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 ¥907,909 million, ¥801,376 million and ¥958,442 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Long-lived
assets represent property, plant and equipment, intangible assets, and operating lease right-of-use
24. |
Subsequent Event |
On January 5, 2022, Canon borrowed ¥70,000 million under its existing overdraft facilities with Mizuho Bank, Ltd. and MUFG Bank, Ltd. for required operating funds. Additionally, on March 16, 2022, Canon borrowed ¥30,000 million under its existing overdraft facilities with Mizuho Bank, Ltd. and MUFG Bank, Ltd. for required operating funds. The overdraft facilities bear interest at a rate equal to a base rate plus a spread.
170
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 |
||||||||||||||||
(Millions of yen) |
||||||||||||||||||||
Year ended December 31, 2021: |
||||||||||||||||||||
Allowance for credit losses |
||||||||||||||||||||
Trade receivables |
( |
) |
||||||||||||||||||
Finance receivables |
( |
) |
||||||||||||||||||
Year ended December 31, 2020: |
||||||||||||||||||||
Allowance for credit losses |
||||||||||||||||||||
Trade receivables |
( |
) | ( |
) | ||||||||||||||||
Finance receivables |
( |
) | ||||||||||||||||||
Year ended December 31, 2019: |
||||||||||||||||||||
Allowance for credit losses |
||||||||||||||||||||
Trade receivables |
( |
) | ( |
) | ||||||||||||||||
Finance receivables |
( |
) | ||||||||||||||||||
171
Item 19. Exhibits
List of exhibits
172
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant certifies that it meets all of the requirements for filing on Form
20-F
and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. | CANON INC. |
| (Registrant) |
| /s/ Toshizo Tanaka |
| Toshizo Tanaka |
| Executive Vice President CFO |
| Canon Inc. |
30-2, Shimomaruko 3-chome, |
Ohta-ku, Tokyo 146-8501, Japan |
Date March 30, 2022
173
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits