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Table of Contents
 
 
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, 2022
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)
CANON INC.
(Exact name of Registrant in English as specified in its charter)
JAPAN
(Jurisdiction of incorporation or organization)
30-2,
Shimomaruko
3-chome
,
Ohta-ku,
Tokyo
146-8501,
Japan
(Address of principal executive offices)
Sachiho Tanino,
+81-3-3758-2111,
+81-3-5482-9680,
30-2,
Shimomaruko
3-chome
,
Ohta-ku,
Tokyo
146-8501,
Japan
(Name, Telephone, Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
  
        
  
Trading Symbol(s)
  
        
     
Name of each exchange on which
registered
(1)  American Depositary Shares (“ADSs”), each of which represents one share
       CAJ           
New York Stock Exchange
(delisted on March 6, 2023)
(2)  Common Stock (the “shares”)*
                     
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
 
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
 
*
Not for trading, but only for technical purposes in connection with the registration of ADSs.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2022, 1,015,513,368 shares of common stock, including 17,371,450 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
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)
Yes  ☑    No  ☐
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):
 
Large accelerated filer  ☑    Accelerated filer  ☐   
Non-accelerated
filer  ☐		    Emerging growth company  ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark 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.  ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).  
☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
☑  U.S. GAAP
     
☐  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
TABLE OF CONTENTS
 
 
  
Page number
  
1
  
  
  
  
1
  
  
Item 1.
  
  
2
Item 2.
  
  
2
Item 3.
  
  
2
A.
  
  
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C.
  
  
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D.
  
  
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Item 4.
  
  
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B.
  
  
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C.
  
  
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26
Item 4A.
  
  
30
Item 5.
  
  
30
A.
  
  
30
  
  
30
  
  
32
  
  
33
  
  
38
  
  
38
  
  
44
  
  
49
B.
  
  
49
  
  
54
 
i
Table of Contents
 
  
Page number
C.
  
  
54
D.
  
  
55
Item 6.
  
  
59
A.
  
  
59
B.
  
  
67
C.
  
  
89
D.
  
  
89
E.
  
  
90
Item 7.
  
  
91
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B.
  
  
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Item 8.
  
  
92
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Item 9.
  
  
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Item 10.
  
  
94
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94
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95
C.
  
  
102
D.
  
  
102
E.
  
  
106
F.
  
  
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G.
  
  
110
H.
  
  
110
I.
  
  
110
J.
  
  
111
Item 11.
  
  
111
  
  
111
  
  
111
  
  
111
Item 12.
  
  
112
A.
  
  
112
B.
  
  
112
 
ii
Table of Contents
 
  
Page number
C.
  
  
112
D.
  
  
112
  
  
Item 13.
  
  
114
Item 14.
  
  
114
Item 15.
  
  
114
Item 16A.
  
  
115
Item 16B.
  
  
115
Item 16C.
  
  
115
Item 16D.
  
  
116
Item 16E.
  
  
117
Item 16F.
  
  
118
Item 16G.
  
  
118
Item 16H.
  
  
120
Item 16I.
  
  
120
  
  
Item 17.
  
  
121
Item 18.
  
  
121
  
  
122
  
  
126
  
  
127
  
  
128
  
  
129
  
  
131
  
  
132
  
  
179
Item 19.
  
  
180
  
181
 
iii
Table of Contents
CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION
All information contained in this Annual Report is as of December 31, 2022 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 3rd, 2023, the noon buying rate for yen in New York City as reported by the Federal Reserve Bank of New York was ¥ 136.09 = U.S.$1.
The Company’s fiscal year end is December 31. In this Annual Report “2022” refers to the Company’s fiscal year ended December 31, 2022, 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.
VOLUNTARY DELISTING OF AMERICAN DEPOSITARY SHARES FROM THE NEW YORK STOCK EXCHANGE
On February 10, 2023, the Board of Directors of Canon resolved to apply for the voluntary delisting of the Company’s ADSs from the New York Stock Exchange (“NYSE”). In connection with the delisting, Canon filed a Form 25 on February 24, 2023 with the Securities and Exchange Commission (the “SEC”) for such voluntary delisting (which became effective on March 6, 2023) and the related deregistration with the SEC. Although Canon’s ADSs have been delisted from the NYSE, it maintains its ADR program in the United States and therefore the ADSs continue to be traded in the United States on the
over-the-counter
market.
 
1
Table of Contents
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:
   
2022
     
2021
     
2020
     
2019
     
2018
  
                                    
    
(Millions of yen, except average number of shares and per share data)
  
Net sales
    ¥ 4,031,414      ¥ 3,513,357      ¥ 3,160,243      ¥ 3,593,299      ¥ 3,951,937  
Operating profit
      353,399        281,918        110,547        174,420        342,452  
Income before income taxes
      352,440        302,706        130,280        195,493        362,392  
Net income attributable to Canon Inc.
      243,961        214,718        83,318        124,964        252,441  
Advertising expenses
      45,986        36,812        31,273        46,665        58,729  
Research and development expenses
      306,730        287,338        272,312        298,503        315,842  
Depreciation of property, plant and equipment
      162,841        156,333        162,733        170,418        175,771  
Increase in property, plant and equipment
      156,593        151,914        132,302        178,088        159,316  
Long-term debt, excluding current installments
      2,417        179,750        4,834        357,340        361,962  
Common stock
      174,762        174,762        174,762        174,762        174,762  
Canon Inc. shareholders’ equity
      3,113,105        2,873,773        2,575,031        2,685,496        2,820,644  
Total assets
      5,095,530        4,750,888        4,625,614        4,771,918        4,902,955  
           
Average number of common shares in thousands
      1,030,644        1,045,633        1,049,802        1,069,957        1,079,753  
           
Per share data:
                                             
Net income attributable to Canon Inc. shareholders per share:
                                             
Basic
    ¥ 236.71      ¥ 205.35      ¥ 79.37      ¥ 116.79      ¥ 233.80  
Diluted
      236.63        205.29        79.35        116.77        233.78  
Cash dividends declared
      120.00        100.00        80.00        160.00        160.00  
Cash dividends declared (U.S.$)*2
    $ 0.879      $ 0.889      $ 0.745      $ 1.514      $ 1.440  
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.
B. Capitalization and indebtedness
Not applicable.
 
2
Table of Contents
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 going paperless to protect the environment. In addition, the digitalization of workflow using multifunctional and high-performance smart devices and applications 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 is working to offer customers the best choices with its extensive product lineup and cloud connectivity. 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 launching new products and services. 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, service and solution offerings, if Canon is unable to develop and provide products, services and solutions 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.
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
 
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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 the shortage of components, surge in price of raw materials, prolonged high inflation, the rise of geopolitical issues and trade frictions, as well as by the reduction of medical expense budgets of Canon’s 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 (“R&D”) 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 R&D 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 R&D 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 R&D, 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.
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.
 
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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 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 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 be forced to absorb higher materials costs or experience 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, geopolitical events such as the unfolding situation in Ukraine may adversely affect Canon’s supply chain through factors such as sharp price increases, shortages of parts and materials, and logistics disruptions.
Furthermore, the social trust and brand value of Canon may be damaged in case that legal and/or ethical violations 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 part of corporate social responsibility.
 
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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 R&D 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 R&D, 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 has the backup structure for core systems used in R&D, 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.
Although
COVID-19
continues to persist globally, economic activities have resumed and continued to recover, and vaccination programs have progressed. However, further resurgences of
COVID-19,
such as the emergence of new variants, or other types of infectious disease 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
has had, and may continue to 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 and China. 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.
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
 
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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 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 R&D, 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 R&D 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
 
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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 R&D 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 is subject to risks related to information security and electronic data.
Canon stores and has access to confidential electronic data relating to manufacturing, R&D, 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.
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
 
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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.
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 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.
Other Risks
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
 
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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.
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.
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 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.
 
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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.
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
 
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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 (
kabushiki kaisha
) formed under the Companies Act of Japan. Its principal place of business is at
30-2,
Shimomaruko
3-chome,
Ohta-ku,
Tokyo
146-8501,
Japan. The telephone number is
+81-3-3758-2111.
The Company was incorporated under the laws of Japan on August 10, 1937 to produce and sell Japan’s first focal plane shutter 35mm still camera, which was developed by its predecessor company, Precision Optical Research Laboratories, which was organized in 1933.
In the late 1950s, Canon entered the business machines field utilizing technology obtained through the development of photographic and optical products. With the successful introduction of electronic calculators in 1964, Canon continued to expand its operations to include plain paper copying machines, faxes, laser printers, bubble jet printers, computers, video camcorders and digital cameras. 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 2022, 2021, and 2020, Canon’s increases in property, plant and equipment were ¥156,593 million, ¥151,914 million and ¥132,302 million, respectively. In 2022, 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 2023, Canon projects to invest in property, plant and equipment of approximately ¥210,000 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 through operating cash inflows.
For information regarding the Company’s voluntary delisting of its ADSs from the NYSE, which became effective on March 6, 2023, please see Item 9.A. “Trading in foreign markets” of this annual report on Form
20-F.
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 2022, 78.5% of consolidated net sales were generated outside of Japan, 31.1%, 25.6% and 21.8% generated in the Americas, Europe and Asia and Oceania, respectively.
Canon’s strategy is to develop innovative, high value-added products incorporating advanced technologies.
Canon’s R&D 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 Business Unit”. See Note 23 for explanation of changes in the year.
- Printing Business Unit –
Canon manufactures, markets and services a full range of home, office and professional printers through variety of printing technologies such as inkjet and electrophotography. Canon also delivers added value to customers through software, services and solutions.
For office MFDs, following the launch of the “imageRUNNER ADVANCE DX” series in 2020 and 9 models in the 3 series in 2021, Canon introduced 4 new models in 2022 and further strengthened “imageRUNNER ADVANCE DX” series lineup and awarded as “2022-2024 Most Reliable A3 Brand” by trusted independent testing farm, Buyers Laboratory, a division of Keypoint Intelligence, in recognition of the high reliability of products.
Canon is also providing a software named “uniFLOW Online” that extends the functions of the new “imageRUNNER ADVANCE DX” by connecting them to cloud services. In addition to cloud integration and enhanced security, Canon has newly introduced “Hybrid Work Print Standard” service to enable secured and controlled print at work-from-home environment by combining office MFDs and home inkjet printers via “uniFLOW Online”. In order to maintain and improve competitiveness in the future, 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 to meet increasingly sophisticated customer demand.
In production printing, Canon launched 3 new models as “imagePRESS V series”, which includes the “imagePRESS V900” for compactness and easier operability, “imagePRESS V1000” supporting
high-mix
 
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low-volume
production with better speed and media handling capability and “imagePRESS V1350” as a flagship with greatest productivity and robustness to reduce delivery time for high-volume output. Combining remote print management software “PRISMAremote Manager”, helps reduce less downtime through total print operation visibility at factory.
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 in 2021.
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 high speed production 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 graphic arts market, Canon provides unique UV LED solutions under the “Colorado” and “Arizona” brands, targeting
best-in-class
productivity combined with lowest cost of ownership to enable professional print providers to deliver a wealth of graphics and industrial applications to their customers. Inside the “Colorado”, the Canon UVgel technology provides unrivalled productivity in a unique process that retains the advantages of prevailing printer technologies, while eliminating many of the compromises. The “Colorado” offers an impressive application range, thanks to two additional technologies: the more flexible and stretchable formulation of the UVgel 460 inks and the FLXfinish+ technology. The UVgel 460 inks provide image stability even when folded, bent and wrapped. And with the FLXfinish+ technology, you can print your applications both with a flawless glossy and a luxurious matte finish, independent of media finish, expanding the range of your artistic freedom
Regarding inkjet printers, Canon offers a wide range of products to print, scan and copy with excellent usability at reasonable running cost for the various needs of its customers. Especially since the
COVID-19
pandemic, the use of inkjet printers for home has increased due to the diversification of work styles and learning methods. For home users, Canon introduced “XK110/TS8630” which excels at both photo and document with a new user interface to fit customers usage to make operation easier with fewer steps, and “G3370/G1330” which was introduced to heavy users at home and achieves high volume printing and low running cost through an extra-large capacity tank. In business inkjet market, demand to print documents and creatives with reasonable cost at diversified locations including office and home as places and ways of working diversify is increasing. To support
 
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various business users, Canon introduced “GX4030” which uses full pigment ink system for printing high-quality business documents at a low running cost. In addition, “GX5030” has a small footprint, low running cost, high productivity and adaptability to a wide variety of papers.
As for laser printers, dealers and users are reducing their inventories due to concerns over the economic outlook and rising interest rates. In addition, as a long-term trend, 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. In response, Canon has focused on expanding sales of high value-added products from mid to
high-end
class, especially for multifunction printers (“MFPs”). In addition, Canon aims to increase sales volume and market share by enhancing competitiveness and customer value with even more focus on contractual business which engages with customers for a certain period, accompanied with leveraging technical innovation and so forth.
The pandemic caused lockdowns in China 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 diversifying the supply chain.
- Imaging Business Unit –
Canon manufactures and markets digital cameras, as well as lenses and various related accessories.
In interchangeable lens digital cameras, to further expand the lineup of the “EOS R System”, Canon launched “EOS R7” and “EOS R10”.While these two models incorporate
APS-C
sensors, they also inherit, among others, the autofocus subject detection technology of the
high-end
model, “EOS R3”, and offer high performance in all aspects of still image and video capture. Canon expects professional and advanced amateur users to, for example, use these as
sub-cameras,
and that it will also encourage people to replace their SLR cameras or
step-up
from entry-class cameras. As for the camera market, due to the launch of new mirrorless cameras and interchangeable lenses by each company, demand remained strong despite the economic slowdown. As a result, Canon has maintained a leading market share in interchangeable lens digital 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
state-of-the-art
technology such as higher picture quality, small and lightweight body and versatile movie/network functions.
In interchangeable lenses for digital cameras, Canon expanded its RF lens lineup by introducing six interchangeable lenses, including two EOS
RF-S
mirrorless
APS-C
lenses. Sales of RF lenses also grew significantly thanks to synergies with “EOS R” series camera body.
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 launched the “SELPHY CP1500”. 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.
As a new business, Canon is also working on the Mixed Reality (MR) business, which fuses real images with virtual 3D CG images at the same time.
 
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Canon has expanded its lineup by introducing the compact and lightweight model “MREAL S1” in 2021 and the wide viewing angle model “MREAL X1” in 2022. Canon will continue to provide solutions utilizing 3D data in a wide range of fields, including manufacturing industry.
In the network camera field, businesses are being established with the camera video based problem-solving business model. In Japan, manufacturing solutions business remained solid and the sales grew steadily despite the worldwide disruption in production and logistics. In 2022, Canon launched six new models with significantly improved performances, including the
“VB-H47”.
Being able to capture the video clearly even in dark places or in the environments where there is a difference in brightness, such as backlight, the new models contribute to the improvement of accuracy of analysis in combination with video content analytics software. Also, from December 2022, a microSD card-type hardware “AI Accelerator
AS-AN11”
that turns network cameras into AI cameras and three dedicated video analytics software, “Intrusion Detection”, “Parking Detection”, and “Video Difference Detection” were successively released for the Japanese market. Since no dedicated server or cloud for analysis is required, it is possible to build a simple system with low initial investment and running costs.
Sales of products for the advanced surveillance market are steadily growing. They meet the strict requirements of port surveillance, etc. by taking advantage of their ultra-high-sensitivity performance that enables them to capture color video even in complete darkness.
Canon acquired Axis Communications, the industry leader in network video, in 2015. In 2022, Axis showed strong growth, which was illustrated by the launch of around 130 new products and the opening of 4 new AECs (Axis Experience Center). This means that Axis now has 34 AECs around the world, with the purpose of being closer to the customers.
For the industry, to promote DX (Digital Transformation), Canon offers three new video solutions. (1) Canon provides 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 of the surrounding environment, and position and posture. Canon aims to expand the range of applications beyond the logistics field. (2) For the “Vision Edition Series”, video analytics software utilizing network cameras, Canon released the “Vision Edition 2”, a new version which extends image processing capabilities and improves connectivity with external devices and support by Al. Enabling to build more flexible and simple systems, Canon continues to meet diversified and sophisticated needs of improving productivity on the operation site. (3) For the inspection of bridges and tunnels using image data, Canon has been contracted for the detection of cracks as a BPO (Business Process Outsourcing) service using AI technology, but now has started to provide as a cloud service.
In the professional video market, the demand continues for large amounts of high-quality contents due to the expansion of viewing through OTT
*
and video content due to the spread of streaming and internet video, and Canon has noted the rise of users such as “video creators”. Moreover, Canon is also aware of the emergence of a market that is different from the past, such as
in-house
production in enterprise and education market.
In the video production market, Canon is experiencing the demand for smaller and lighter production equipment, production efficiency, and manpower reduction. In the live streaming and broadcast market such as live sports and live music, the revival of various events that had been stagnant during the
COVID-19
pandemic has led to continued investment in equipment, and new trends are appearing, such as video expression with a shallow depth of field that utilizes large-format sensors.
Among them, Canon has introduced the “EOS R5C”, a compact, lightweight digital cinema camera that built-in 8K/RAW recording for users who demand high performance in both video and still images, the
“CN-E20·50mm”
and the
”CN-E45·135mm”,
a full-frame cinema zoom lens that flexibly supports demand for more efficient video production, the “CN8x15”, a cine servo lens that can be used in a wide range of applications from recording to live broadcasting, the
“EU-V3”,
a function expansion unit that enhances the operability of
 
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large-format cameras for live production, and the
“CR-N700”,
a top-of-the-line 4K remote camera for video production.
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, and data utilization in metaverse.
Canon will continue to launch products and solutions that capture changes in the market to meet the needs of a wide range of professionals in video production and contribute to the development of video culture.
* 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”) systems, Magnetic resonance imaging (“MRI”) systems, Diagnostic ultrasound systems, and Diagnostic
X-ray
systems, as well as Clinical laboratory systems and Healthcare IT solutions 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.
In the medical systems business, Canon is advancing efforts with “Altivity”, an AI innovation brand, to deliver uncompromised quality and value across the entire care pathway by combining extensive intelligence and
know-how
garnered through medical practice while leveraging using AI to bring better quality patient care by streamlining workflow for prevention, diagnosis, treatment and prognosis for enhanced efficiency.
Canon has long enjoyed the leading position in the domestic CT market. In 2022, Canon introduced the “Aquilion Serve”, a new
80/160-slice
CT scanner and the 1.5T MRI “Vantage Fortian”, a high performance yet
easy-to-use
system with automated scan planning feature. The machine comes with “Advanced intelligent
Clear-IQ
Engine (AiCE) which uses deep learning algorithm to deliver higher image quality. These CT and MRI systems install cameras developed by Canon to detect patient positioning, thereby making operational adjustments easier and reducing scan time. The new ultrasound solutions, the “Aplio flex/ Aplio go,” add new value and bring much efficiency in workflow by taking advantage of the applications developed using AI to be incorporated in its small footprint. It was launched in Japan in 2022 and will be followed by other regions.
Canon recently announced its decision to establish a new subsidiary “Canon Healthcare USA, INC.” with the aim to accelerate the growth of its medical business by strengthening its presence in the highly influential US medical market. A portion of the upstream marketing operations will be transferred to the new company and by establishing a network with key opinion leaders in the industry in the United States, Canon will develop and propose products and solutions that address the trends and needs of the medical market. In November, Canon installed a photon counting CT “PCCT” system using detector technology of its wholly owned subsidiary, Redlen Technologies Inc., in National Cancer Center Japan to conduct joint research for the commercialization of the PCCT technology with a similar initiative underway with medical institutions in the United States. Building on its leading position in the domestic CT systems market, Canon’s goal is to become the leader in the global CT market at the earliest opportunity.
- Industrial 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 has caused concerns primarily related to capital expenditure, such matters resulted in only minor impact to the market. Capital expenditures for lithography
 
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equipment, particularly for logic devices and sensors, remained strong. In the
back-end
lithography equipment 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 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”.
Canon also launched “Lithography Plus”, a solution platform to enhance its services for working lithography equipment in the market. Canon will contribute to the productivity improvement of users who use Canon’s lithography equipment, including real-time analysis of the equipment, automatic recovery in case of malfunction, and the proposal of optimal manufacturing conditions. In the field of Nanoimprint Lithography (“NIL”) equipment, Canon is accelerating preparations for mass production of memory devices, while conducting joint development with various manufacturers and promoting activities to expand the scope of NIL application.
The FPD lithography equipment market is shrinking rapidly due to the falling off of special demand experienced in the
COVID-19
pandemic, as well as worldwide inflation and economic slowdown. As a result, customer investment plans have been temporarily postponed, but demand for Organic Light Emitting Diode (“OLED”) panels for PCs, tablets and other products remains strong, and Canon expects the market to recover in late 2023 or early 2024.
The flat panel display market, in which demand for thinner panels increases, is expected to grow in size, increase in 4K/8K resolution, and shift to high-quality displays such as OLED. Canon aims to further expand its market share with the “MPAsp-H1003T”, lithography equipment for 8th generation glass substrates that achieves high productivity by exposing high-definition 65 inch panels in a batch, and the “MPAsp-E903T”, lithography equipment for 6th generation glass substrates that meets the need for further high definition in small and medium sized display manufacturing. In addition, demand for displays for IT devices such as laptops and tablets is growing due to the spread of online meetings and education. In order to meet such market needs, Canon has added the “MPAsp-H1003H”, lithography equipment for displays for IT devices that offers both high productivity and high definition to its lineup.
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.
 
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NET SALES BY SEGMENT
The following table presents Canon’s net sales by segment for each of the periods shown.
 
    
Years ended December 31
  
    
2022
     
change
    
2021
     
change
    
2020
  
                                  
    
(Millions of yen, except percentage data)
  
Printing
      2,261,938        16.7 %      1,938,847        7.4 %      1,804,427  
Imaging
      803,480        22.9       653,532        20.7       541,314  
Medical
      513,331        6.9       480,362        10.2       436,074  
Industrial
      329,232        -2.5       337,721        22.0       276,806  
Others and Corporate
      223,021        19.5       186,593        10.3       169,140  
Eliminations
      (99,588 )       —       (83,698 )       —       (67,518 ) 
  
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total
      4,031,414        14.7 %      3,513,357        11.2 %      3,160,243  
  
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Notes:
 
  1.
Based on the realignment of Canon’s internal management structure, from 2022, Canon has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and eliminations to Industrial Business Unit, Others and Corporate and Eliminations. Net sales by segment for the fiscal years ended December 31, 2021 and 2020 also have been reclassified.
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
  
    
2022
     
change
    
2021
     
change
    
2020
  
                                  
    
(Millions of yen, except percentage data)
  
Japan
         864,808        4.1 %         830,378        3.0 %      806,305  
Americas
      1,255,405        29.6       968,839        13.7       852,451  
Europe
      1,034,008        15.5       894,898        12.5       795,616  
Asia and Oceania
      877,193        7.1       819,242        16.1       705,871  
  
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total
      4,031,414        14.7 %      3,513,357        11.2 %      3,160,243  
  
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
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
 
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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.
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 2022 and 2021, OEM sales to HP Inc. constituted 12.0% and 11.6%, 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.
 
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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 R&D 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.
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 R&D 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:
 
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- 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.
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.
 
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- Industrial 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.
 
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
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
 
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energy consumption basic unit at operational sites by 1.2% (compared to the previous year)”. In 2022, Canon has improved to reduce its “Life Cycle CO2 emission” per product, which was an average improvement of 4.1% (2008—2022) and cumulative 43% as compared with 2008. Total volume of lifecycle CO2 emissions in 2022 was 8.3 million tons*, which we received a third party limited assurance in March 2023. For contributing to a circular economy, Canon promotes reductions in resource consumption,
product-to-product
recycling, recycling-conscious design, designing smaller and lighter products and other various activities.
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.
 
*
Total volume of lifecycle CO2 emissions contains the data of the carbon dioxide equivalent of greenhouse gas (GHG) including PFCs, HFCs, SF6, N2O, methane, and NF3. The scope of the total volume of lifecycle CO2 emissions covers consolidated subsidiaries of Canon Group.
 
2.
Measures to Address the Circular Economy and Sustainable Products
The movement toward the realization of the circular economy is also accelerating. In Europe, the new Circular Economy Action Plan was announced by the EU Commission in 2020, and a road map of the regulations was presented. In March 2022, in line with the new plan, EU Commission published a legislative package, “Sustainable Products Initiative”, including the proposal for a new law the Ecodesign for Sustainable Products Regulation (“ESPR”) that would cover all physical products and require energy-efficiency, design for circularity and detailed information provision, to replace the existing measures regulated in the current Energy-related Products Directive. The implementing measures in line with the draft ESPR will be proposed from 2023, and some of them would cover Canon’s products.
Regarding imaging equipment, the EU Commission has decided to launch the preparation of regulatory measures for this product group including consumables, in place of the former industrial voluntary agreement. The draft regulation on imaging equipment and consumables is announced to be proposed in 2023, and would include strict requirements on energy and resource efficiency
In addition, to the ecodesign movement,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.
Canon is continuing to comply with requirements related to ecodesign and
single-use
plastics. However, the requirements are expected to be challenging, and achieving compliance will likely increase Canon’s costs, especially by required design changes and circularity operation.
 
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 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
 
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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.
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 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, 2022, 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 2022 were approximately ¥154 million. The net profit was substantially less than that.
 
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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, 2022 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 2022 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, 2022, Canon Inc. had 330 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, 2022.
 
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 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, 2022 are as follows:
 
Name and location
   
Floor space
(including
leased space)
     
Principal activities and products manufactured
Domestic
   
(Thousands of
square feet)
       
Headquarters, Tokyo
      2,557     
R&D, corporate administration and other functions
Canon Global Management Institute, Tokyo
      166     
Training and administration
Kawasaki Office, Kanagawa
      1,882     
R&D and manufacturing of production equipment and semiconductor devices; R&D of laser printers, toner cartridges and network cameras
Kosugi Office, Kanagawa
      378     
Development of medical equipment
Fuji-Susono Research Park, Shizuoka
      932     
R&D in electrophotographic technologies
Ayase Plant, Kanagawa
      394     
R&D and manufacturing of semiconductor devices
 
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Name and location
   
Floor space
(including
leased space)
     
Principal activities and products manufactured
Domestic
   
(Thousands of
square feet)
       
Hiratsuka Plant, Kanagawa
      905     
R&D of display products and manufacturing of semiconductor devices
Tamagawa Office, Kanagawa
      384     
Quality engineering
Oita Plant, Oita
      487     
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, R&D in optical technologies, development and sales of broadcasting equipment, R&D, manufacturing, and servicing of semiconductor lithography equipment and FPD lithography equipment
Toride Plant, Ibaraki
      2,863     
R&D in electrophotographic technologies, mass-production trials and supports; manufacturing of office MFDs, chemical products; training of manufacturing
Ami Plant, Ibaraki
      955     
Manufacturing of FPD production-related equipment
Canon Electronics Inc., Tokyo, Saitama and Gunma
      1,421     
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
Canon Optron Inc., Ibaraki
      144     
Optical crystals (cameras, telescopes) and vapor deposition materials
Canon Chemicals Inc., Ibaraki
      1,896     
Toner cartridges, advanced-function parts, plastic precision-molded parts and metal molds
Canon Components, Inc., Saitama
      710     
Image sensor units, Printed Circuit Boards (“PCB”), inkjet cartridges and medical equipment
Oita Canon Inc., Oita
      2,096     
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
      3,062     
Chemical products for MFDs and printers
 
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Name and location
   
Floor space
(including
leased space)
     
Principal activities and products manufactured
Domestic
   
(Thousands of
square feet)
       
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
      242     
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
      375     
Design and production of precise plastic molds
Canon ANELVA Corporation, Kanagawa and Yamanashi
      745     
Development, production, sales and maintenance of semiconductor, electronic and R&D equipment
Canon Machinery Inc., Shiga
      557     
Semiconductor and precision automation equipment
Canon Tokki Corporation, Niigata and Kanagawa
      371     
OLED display manufacturing equipment, thin-film photovoltaic cell manufacturing equipment and vacuum process equipment
Nagasaki Canon Inc., Nagasaki
      477     
Digital cameras and network cameras
Canon Medical Systems Corporation, Tochigi
      1,441     
Development, manufacturing, sales and technical services of medical equipment
Canon Electron Tubes & Devices Corporation, Tochigi
      506     
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
 
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Name and location
   
Floor space
(including
leased space)
     
Principal activities and products manufactured
Overseas
   
(Thousands of
square feet)
       
Canon Production Printing Netherlands B.V., Venlo, the Netherlands
      2,152     
R&D, 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.
      1,537     
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
Canon Zhongshan Business Machines Co., Ltd., Zhongshan, China
      52     
Laser printers
Canon Vietnam Co., Ltd., Hanoi, Vietnam
      3,370     
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.
 
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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 Business Unit.
Economic environment
Looking back at 2022, while the global economy resumed its economic activities in earnest, the pace of economic recovery slowed due to global inflation and tight monetary policies in order to control inflation in each country. In the United States, although affected by inflation and tightening monetary policy, the economic recovery continued due to robust increases in personal consumption and expansion of exports. In Europe, the economy slowed down due to surge in energy prices resulting from the Ukraine crisis and continuous price hikes caused by inflation. In China, the recovery of personal consumption declined and capital investment slowed due to restrictions implemented under its Zero-COVID strategy. In other emerging countries, the economy recovered moderately, mainly in India and Southeast Asia. In Japan, affected by surge in price of energy and inflation caused by depreciation of the yen, the economy continued to recover moderately, mainly in terms of personal consumption.
Market environment
Amid the unstable economic environment, in the markets in which Canon operates, despite a shortage of semiconductor chips and supply chain disruptions, demand improved moderately. Looking at performance by products, demand for office multifunction devices (MFDs) remained firm due to a recovery of
in-office
work. Meanwhile demand for laser printers and inkjet printers slowed due to decreased demand from customers working from home. For cameras, demand remained solid, mainly for mirrorless cameras and lenses for professionals and enthusiasts. For medical equipment, demand in Japan declined this year due to a
drop-off
following the conclusion of government spending in 2021, although investments in the medical field recovered slowly, mainly for diagnostic imaging unit products outside Japan. For semiconductor lithography equipment,
 
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while the memory devices market declined, overall demand remained firm due to strong demand for power devices and sensors. For FPD (Flat Panel Display) lithography equipment, demand tended to decline due to decreased demand from customers working from home amid the
COVID-19
pandemic, and demand for laptop computers decreased in response to the current economic slowdown.
The average value of the yen for the year was ¥131.66 against the U.S. dollar, a
year-on-year
depreciation of approximately ¥22, and ¥138.42 against the euro, a
year-on-year
depreciation of approximately ¥8.
Summary of operations
Summarized results of Income statement for 2022 and 2021 are as follows:
 
    
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except per share
  
    
amounts and percentage data)
  
Net sales
      4,031,414       +14.7 %      3,513,357  
Gross profit
      1,827,802       +12.3       1,627,792  
Operating expenses
      1,474,403       +9.5       1,345,874  
Operating profit
      353,399       +25.4       281,918  
Other income (deductions)
      (959 )      —       20,788  
Income before income taxes
      352,440       +16.4       302,706  
Net income attributable to Canon Inc.
      243,961       +13.6       214,718  
       
Net income attributable to Canon Inc. shareholders per share:
                         
Basic
      236.71       +15.3       205.35  
Diluted
      236.63       +15.3       205.29  
Note: See notes to Item 3A “Selected Financial Data”.
In 2022, Canon ensured adequate supplies of products through sustained efforts such as switching to alternative components and seeking new vendors, and taking swift action to secure transportation capacity while utilizing alternative transportation routes to deal with a shortage of components and the logistics disruption. Net sales for the year increased by 14.7%
year-on-year
to ¥4,031,414 million due to adjustment of product prices and depreciation of the yen. Sales by new business exceeded ¥1,000 billion, and net sales exceeded ¥4,000 billion for the first time in five years since 2017 as a result of the business portfolio transformation. Gross profit as a percentage of net sales decreased by 1.0 points to 45.3% due to the increase in the ratio of hardware sale caused by stabilization of production supply including printers, in addition to the increased costs of parts and logistics. However, gross profit increased by 12.3%
year-on-year
to ¥1,827,802 million, mainly due to price adjustment of products and the depreciation of the yen. Although operating expenses increased by 9.5%
year-on-year
to ¥1,474,403 million as a result of increased operating expenses denominated in foreign currencies due to the depreciation of the yen, as well as an increase in selling expenses accompanying a growth in sales, the operating expense to sales ratio decreased by 1.8 points to 36.5% due to continued efficiency-focused cost control and improvements to management structure. As a result, operating profit increased by 25.4%
year-on-year
to ¥353,399 million. Other income (deductions) decreased by ¥21,747 million
year-on-year
to a loss of ¥959 million, mainly due to deterioration of valuation gains and losses on securities and currency exchange losses from liabilities, incurred by group finance, denominated in foreign currencies, caused by the depreciation of the yen. As a result, income before income taxes increased by 16.4%
year-on-year
to ¥352,440 million and net income attributable to Canon Inc. increased by 13.6%
year-on-year
to ¥243,961 million. Basic net income attributable to Canon Inc. shareholders per share was ¥236.71 for the year, a
year-on-year
increase of ¥31.36.
 
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Summarized results of Balance sheet for 2022 and 2021 are as follows:
 
    
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except per share
amounts and percentage data)
  
Total assets
      5,095,530       344,642       4,750,888  
Total liabilities
      1,746,500       94,041       1,652,459  
Canon Inc. shareholders’ equity
      3,113,105       239,332       2,873,773  
Noncontrolling interests
      235,925       11,269       224,656  
Total equity
      3,349,030       250,601       3,098,429  
Total liabilities and equity
      5,095,530       344,642       4,750,888  
Canon Inc. shareholders’ equity as a percentage of total assets
      61.1 %      0.6 %      60.5 % 
Total assets increased by ¥344,642 million to ¥5,095,530 million at December 31, 2022, compared with the end of previous year, mainly due to an increase of inventories resulting from procuring electrical part, materials and key parts, and increasing of trade receivable due to increase of sales. In 2022, the decrease of long-term loans by ¥120.0 billion was a result of the repayment of loans for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation). Under this condition, total liabilities increased by ¥94,041 million to ¥1,746,500 million at December 31, 2022, compared with the end of previous year mainly due to a increase of short-term loans in response to the increase in required working capital. Total equity increased by ¥250,601 million to ¥3,349,030 million at December 31, 2022, compared with the end of previous year, mainly due to an increase in retained earnings resulting from net income attributable to Canon, and an increase in accumulated other comprehensive income due to the depreciation of the yen. In addition, there were repurchases of treasury stock twice. Under these conditions, Canon Inc. shareholders’ equity as a percentage of total assets increased by 0.6 points to 61.1%.
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
 
   
2022
    
2021
    
2020
    
2019
    
2018
  
Net sales (Millions of yen)
     4,031,414       3,513,357       3,160,243       3,593,299       3,951,937  
Gross profit to net sales ratio
     45.3 %      46.3 %      43.5 %      44.8 %      46.4 % 
R&D expense to net sales ratio
     7.6 %      8.2 %      8.6 %      8.3 %      8.0 % 
Operating profit to net sales ratio
     8.8 %      8.0 %      3.5 %      4.9 %      8.7 % 
Income before income taxes to net sales ratio
     8.7 %      8.6 %      4.1 %      5.4 %      9.2 % 
Inventory turnover measured in days
     69 days       66 days       60 days       59 days       56 days  
Debt to total assets ratio
     8.2 %      6.8 %      10.9 %      10.8 %      8.2 % 
Canon Inc. shareholders’ equity to total assets ratio
     61.1 %      60.5 %      55.7 %      56.3 %      57.5 % 
Note:
 
  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.
 
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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 of the Excellent Global Corporation Plan, 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 R&D expense to net sales ratio are considered to be KPIs by Canon. Canon is focusing on two areas for improvement. Canon is striving to control and reduce its selling, general and administrative expenses as its first key point. Secondly, Canon’s R&D policy is designed to maintain adequate spending in core technology to sustain Canon’s leading position in its current business areas and to exploit opportunities in other markets. Canon believes such investments will create the basis for future success in its business and operations.
Cash flow management
Canon also places significant emphasis on cash flow management. The following are the KPIs relating to cash flow management that Canon’s management believes to be important.
Inventory turnover measured in days is a KPI because it measures the efficiency of supply chain management. Inventories have inherent risks of becoming obsolete, physically damaged or otherwise decreasing significantly in value, which may adversely affect Canon’s operating results. To mitigate these risks, management believes that it is crucial to continue reducing
work-in-process
inventories by decreasing production lead times in order to promptly recover related product expenses, while balancing risks of supply chain disruptions by optimizing finished goods inventories in order to avoid losing potential sales opportunities.
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 R&D, 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 R&D 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
 
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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, actual results and outcomes may differ from management’s estimates and assumptions due to pandemic, geopolitical risk and economic slowdown risk in response to inflation. 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 mainly through the sale of products of the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial 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.
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 at a point in time 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 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 at a point in time 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 delivered 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.
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
 
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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 lease receivables is maintained for all customers based on ASC 326 “Financial Instruments—Credit Losses”, based on historical experiences of credit losses and reasonable and supportable forecasts. 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.
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.
 
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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.
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
 
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fourth quarter of 2022 and determined that there were no reporting units that failed 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 value in excess of reported carrying amount 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, 2022 is ¥542,695 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 7 years to 21 years, license fees are 8 years, and customer relationships are from 10 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.
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. 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 2022, Canon estimated a weighted-average discount rate used to determine benefit obligations of 1.2% for Japanese plans and 4.1% for foreign plans and a weighted-average expected long-term rate of return on plan assets of 3.1% for Japanese plans and 5.7% 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
 
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in interest cost, and vice versa. For 2022, a decrease of 50 basis points in the discount rate increases the projected benefit obligation by approximately ¥77,641 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 2022, a decrease of 50 basis points in the expected long-term rate of return on plan assets would increase approximately ¥4,862 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.
Consolidated results of operations
2022 compared with 2021
Summarized results of operations for 2022 and 2021 are as follows:
 
    
2022
     
Change
    
2021
  
                     
    
(Millions of yen, except per share
  
    
amounts and percentage data)
  
Net sales
        
Products and Equipment
      3,231,837        +15.2 %      2,804,680  
Services
      799,577        +12.8       708,677  
  
 
 
     
 
 
    
 
 
  
     4,031,414        +14.7       3,513,357  
Operating profit
      353,399        +25.4       281,918  
Income before income taxes
      352,440        +16.4       302,706  
Net income attributable to Canon Inc.
      243,961        +13.6       214,718  
Net income attributable to Canon Inc. shareholders per share:
        
Basic
      236.71        +15.3       205.35  
Diluted
      236.63        +15.3       205.29  
Note: See notes to Item 3A “Selected Financial Data”.
Sales
In the current business term, while the global economy resumed its economic activities in earnest, the pace of economic recovery slowed due to global inflation and tight monetary policies in order to control inflation in
 
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each country. In such an environment, despite a shortage of semiconductor chips and supply chain disruptions, Canon’s consolidated net sales in 2022 totaled ¥4,031,414 million, an increase of 14.7% from the previous year largely due to a moderate recovery of demand in each segment. Net sales of products and equipment totaled ¥3,231,837 million, a
year-on-year
increase of 15.2%, while net sales of services totaled ¥799,577 million, a
year-on-year
increase of 12.8%.
Overseas operations are significant to Canon’s operating results and generated 78.5% of total net sales in 2022. 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 ¥131.66 against the U.S. dollar, a
year-on-year
depreciation of approximately ¥22, and ¥138.42 against the euro, a
year-on-year
depreciation of approximately ¥8. The effects of foreign exchange rate fluctuations positively affected net sales by ¥339,996 million in 2022. This favorable impact consisted of approximately ¥245,939 million of favorable impact for the U.S. dollar denominated sales and favorable impact of ¥56,297 million for the euro denominated sales, and favorable impact of ¥37,760 million for other foreign currency denominated sales.
Cost of sales
Cost of sales principally reflects the cost of raw materials, parts and labor used by Canon in the manufacture of its products. A portion of the raw materials used by Canon is imported or includes imported materials. Many of these raw materials are subject to fluctuations in world market prices accompanied by fluctuations in foreign exchange rates that may affect Canon’s cost of sales. Other components of cost of sales include depreciation expenses, maintenance expenses, light and fuel expenses, and rent expenses. In 2022, Canon was affected by rising prices of parts and 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 2022 and 2021 were 54.7% and 53.7%, respectively. Cost of sales as a percentage of net sales increased by 1.0 points.
Gross profit
Canon’s gross profit in 2022 increased by 12.3% to ¥1,827,802 million from 2021. However, the gross profit to net sales ratio decreased by 1.0 points to 45.3%. The increase in the gross profit was mainly due to price adjustment of products and the depreciation of the yen. However, the decrease in gross profit to net sales ratio was mainly due to the increase in the ratio of hardware sale caused by stabilization of production supply including printers, in addition to the increased costs of parts and logistics.
Operating expenses
The major components of operating expenses are payroll, R&D, advertising expenses and other marketing expenses. Operating expenses in 2022 increased by 9.5% year on year to ¥1,474,403 million as a result of increased operating expenses denominated in foreign currencies due to the depreciation of the yen, as well as an increase in selling expenses accompanying a growth in sales. However, operating expenses as a percentage of net sales decreased by 1.8 points to 36.5% due to continued efficiency-focused cost control and improvements to management structure.
Operating profit
Operating profit in 2022 increased by 25.4% from 2021 to a total of ¥353,399 million. The operating profit to net sales ratio increased by 0.8 points to 8.8% from 2021.
 
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Other income (deductions)
Other income (deductions) for 2022 was a loss of ¥959 million, a decrease of ¥21,747 million from 2021 mainly due to deterioration of valuation gains and losses on securities and currency exchange losses from liabilities, incurred by group finance, denominated in foreign currencies, caused by the depreciation of the yen.
Income before income taxes
Income before income taxes in 2022 was ¥352,440 million, an increase of 16.4% from 2021, and constituted 8.7% of net sales.
Income taxes
Income taxes in 2022 increased by ¥20,490 million from 2021. The effective tax rate for 2022 was 26.2%, 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 R&D expenses and the lower effective tax rates at foreign subsidiaries compared to the statutory tax rate in Japan.
Net income attributable to Canon Inc.
As a result, net income attributable to Canon Inc. in 2022 increased by 13.6% to ¥243,961 million, which represents 6.1% of net sales.
Segment information
Canon operates four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial 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, MR Systems, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and 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 Business Unit mainly includes semiconductor lithography equipment, FPD lithography equipment, OLED display manufacturing equipment, vacuum thin-film deposition equipment and die bonders.
 
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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:
 
    
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Printing
      2,261,938       +16.7 %      1,938,847  
Imaging
      803,480       +22.9       653,532  
Medical
      513,331       +6.9       480,362  
Industrial
      329,232       -2.5       337,721  
Others and Corporate
      223,021       +19.5       186,593  
Eliminations
      (99,588 )      —       (83,698 ) 
  
 
 
    
 
 
    
 
 
  
Total
      4,031,414            +14.7 %      3,513,357  
  
 
 
    
 
 
    
 
 
  
 
Note:
Based on the realignment of Canon’s internal management structure, from 2022, Canon has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and eliminations to Industrial Business Unit, Others and Corporate and Eliminations. Sales by segment amounts for the year ended December 31, 2021 also have been reclassified.
 
Printing Business Unit
   
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Net sales:
       
Office
      890,888            +17.8 %      756,366  
Prosumer
      1,002,462       +12.8       889,091  
Production
      362,052       +25.5       288,555  
  
 
 
    
 
 
    
 
 
  
External customers total
      2,255,402        +16.6       1,934,012   
Intersegment
      6,536       +35.2       4,835  
  
 
 
    
 
 
    
 
 
  
Total
      2,261,938       +16.7       1,938,847  
Operating cost and expenses
      2,049,964       +19.7       1,713,154  
  
 
 
    
 
 
    
 
 
  
Operating profit
      211,974       -6.1       225,693  
Income before income taxes
      225,780       -3.1       232,952  
Within the Printing Business Unit, unit sales increased compared with the previous year due to the recovery of office MFDs production, thanks to supplies of semiconductor chips improving in the second half of the year. Sales of services and consumables increased moderately compared with the previous year due to a recovery of increase of
in-office
work. As for laser printers and inkjet printers, unit sales increased significantly compared with the previous year due to the recovery from stagnating production activities resulting from
COVID-19
infections. However, consumables decreased compared with the previous year due to decreased demand from customers working from home. For equipment in the production printing market, sales increased compared with the previous year due to strong sales of the varioPRINT iX series of high-speed
cut-sheet
color inkjet presses, while revenue from services also increased. These factors resulted in total sales for the business unit of ¥2,261,938 million, a
year-on-year
increase of 16.7%, while income before income taxes decreased by 3.1%
year-on-year
to ¥225,780 million, due to the increase in costs of parts and logistics, despite price adjustment of products.
 
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Imaging Business Unit
   
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Net sales:
       
Cameras
         509,464        +17.7 %         432,885   
Network cameras and Others
      293,593       +34.3       218,609  
  
 
 
    
 
 
    
 
 
  
External customers total
      803,057       +23.3       651,494  
Intersegment
      423       -79.2       2,038  
  
 
 
    
 
 
    
 
 
  
Total
      803,480       +22.9       653,532  
Operating cost and expenses
      676,850       +17.8       574,814  
  
 
 
    
 
 
    
 
 
  
Operating profit
      126,630       +60.9       78,718  
Income before income taxes
      128,033            +63.2       78,462  
As for the Imaging Business Unit, unit sales of interchangeable-lens digital cameras were above those of the same period of the previous year due to continued robust demand for full-frame mirrorless cameras including the EOS R5 and EOS R6 as well as favorable reviews of the new EOS R7 and EOS
R10 APS-C-size mirror-less
cameras, despite stagnant production activities caused by a shortage of components. Unit sales of lenses increased owing to strong sales
of RF-series interchangeable-lenses
that expanded the product lineup. As for network cameras, sales increased significantly, mainly as a result of strengthening sales activities in response to diversifying market needs in addition to the recovery of product supply. As for professional video production equipment, sales of
Cinema EOS-series cameras,
including the new EOS R5 C, as well as professional video cameras and broadcast lenses, were strong. These factors resulted in total sales for the business unit of ¥803,480 million,
a year-on-year increase
of 22.9%, while income before income taxes increased by
63.2% year-on-year to
¥128,033 million mainly as a result of improved profitability due to an enhanced product mix.
 
Medical Business Unit
   
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Net sales:
       
External customers total
         513,028               +6.9 %         480,029   
Intersegment
      303       -9.0       333  
  
 
 
    
 
 
    
 
 
  
Total
      513,331       +6.9       480,362  
Operating cost and expenses
      482,326       +7.0       450,942  
  
 
 
    
 
 
    
 
 
  
Operating profit
      31,005       +5.4       29,420  
Income before income taxes
      31,895       -7.0       34,296  
As for the Medical Business Unit, demand in Japan declined this year due to
a drop-off after
an uptick from government spending, which concluded in 2021, and delays of installation work at medical institutions overseas. However, demand of large systems such as Computed tomography (CT) systems and Magnetic resonance imaging (MRI) systems which was restricted due to the
COVID-19
pandemic recovered overseas, mainly in Europe and the United States. Canon achieved steady sales by addressing the tight supply of components against a backdrop of record-high orders. Sales of diagnostic ultrasound systems were also strong. These factors resulted in total sales for the business unit of ¥513,331 million,
a year-on-year increase
of 6.9%, the highest recorded sales in the history of the business unit. Income before income taxes decreased by
7.0% year-on-year to
¥31,895 million due to an increase in other income (deductions) accompanying a corporate acquisition transaction occurred in the prior year.
 
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Industrial Business Unit
   
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Net sales:
       
Optical equipment
      240,332       +11.3 %      215,890  
Industrial equipment
      80,485       -28.3       112,274  
  
 
 
    
 
 
    
 
 
  
External customers total
         320,817        -2.2          328,164   
Intersegment
      8,415       -11.9       9,557  
  
 
 
    
 
 
    
 
 
  
Total
      329,232       -2.5       337,721  
Operating cost and expenses
      271,213       -7.4       292,854  
  
 
 
    
 
 
    
 
 
  
Operating profit
      58,019       +29.3       44,867  
Income before income taxes
      59,213            +30.7       45,301  
As for the Industrial Business Unit, regarding semiconductor lithography equipment, unit sales increased compared with the previous year as a result of maximizing production capacity amid strong sales for a wide range of products such as power devices and sensors. For FPD lithography equipment, performance remained high despite a decrease in unit sales compared with the previous year when the business unit caught up with the delayed equipment installation, although this was mitigated by the minimized impacts of both decreased demand from customers working from home amid
the COVID-19 pandemic
and the economic slowdown in the current year. For OLED display manufacturing equipment, sales decreased compared with the previous year as panel manufacturers reconsidered investment plans in response to diversifying OLED panel applications. These factors resulted in total sales for the business unit of ¥329,232 million,
a year-on-year decrease
of 2.5%, while income before income taxes totaled ¥59,213 million,
a year-on-year increase
of 30.7% following the increased unit sales of semiconductor 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 2022 and 2021 is provided below:
 
    
2022
    
Change
    
2021
  
                    
    
(Millions of yen, except percentage data)
  
Japan
      864,808       +4.1 %      830,378  
Americas
      1,255,405        +29.6       968,839   
Europe
      1,034,008       +15.5       894,898  
Asia and Oceania
      877,193       +7.1       819,242  
  
 
 
    
 
 
    
 
 
  
Total
      4,031,414            +14.7 %      3,513,357  
  
 
 
    
 
 
    
 
 
  
 
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 2022 are summarized as follows.
In Japan, net sales increased by 4.1% from the previous year mainly owing to an increase in sales of
RF-series
interchangeable-lenses.
In the Americas, net sales increased by 29.6% from the previous year mainly owing to an increase in unit sales of office MFDs and depreciation of the yen.
 
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In Europe, net sales increased by 15.5% from the previous year mainly owing to an increase in sales of
RF-series
interchangeable-lenses and depreciation of the yen.
In Asia and Oceania, net sales increased by 7.1% from the previous year mainly owing to an increase in unit sales of office MFDs and depreciation of the yen.
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
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
increase of 12.6%, while net sales of services totaled ¥708,677 million, a
year-on-year
increase of 5.7%.
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
year-on-year
depreciation of approximately ¥3, and ¥129.94 against the euro, a
year-on-year
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.
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
 
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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 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, R&D, 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 R&D 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.
 
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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.
Segment information
Canon operates four segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial 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, MR Systems, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and 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 Business Unit mainly includes semiconductor lithography equipment, FPD lithography equipment, OLED display manufacturing equipment, vacuum thin-film deposition equipment and die bonders.
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
      337,721       +22.0       276,806  
Others and Corporate
      186,593       +10.3       169,140  
Eliminations
      (83,698 )      —       (67,518 ) 
  
 
 
    
 
 
    
 
 
  
Total
      3,513,357       +11.2 %      3,160,243  
  
 
 
    
 
 
    
 
 
  
 
Note:
Based on the realignment of Canon’s internal management structure, from 2022, Canon has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and eliminations to Industrial Business Unit, Others and Corporate and Eliminations. Sales by segment amounts for the years ended December 31, 2021 and 2020 also have been reclassified.
 
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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 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
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
increase of 7.4%, while income before income taxes increased by 53.1%
year-on-year
to ¥232,952 million.
 
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
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
 
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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
increase of 20.7%, while income before income taxes increased by 1,484.5%
year-on-year
to ¥78,462 million.
 
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  
As for the Medical Business Unit, although the resurgence of
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
increase of 10.2%, while income before income taxes increased by 34.3%
year-on-year
to ¥34,296 million, recording highs for both sales and income before income taxes for the Medical Business Unit.
 
Industrial Business Unit
   
2021
    
Change
    
2020
  
                    
    
(Millions of yen, except percentage data)
  
Net sales:
       
Optical equipment
      215,890            +49.5 %      144,387  
Industrial equipment
      112,274       -11.4       126,762  
  
 
 
    
 
 
    
 
 
  
External customers total
      328,164       +21.0          271,149  
Intersegment
      9,557       +68.9       5,657  
  
 
 
    
 
 
    
 
 
  
Total
      337,721       +22.0       276,806  
Operating cost and expenses
         292,854        +17.4       249,346   
  
 
 
    
 
 
    
 
 
  
Operating profit
      44,867       +63.4       27,460  
Income before income taxes
      45,301       +61.0       28,137  
As for the Industrial 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
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 ¥337,721 million, a
year-on-year
increase of 22.0%, while income before income taxes totaled ¥45,301 million, a
year-on-year
increase of 61.0%.
 
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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.
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.
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 foreign 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.
 
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  •  
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 M&A 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, R&D, M&A, etc.:
Canon values M&A 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.
 
  •  
Repayment of borrowings:
Canon has been repaying borrowings steadily to have sufficient financial strength, following investment for growth and return to shareholders.
Cash flows (Millions of yen)
 
 
 
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Cash and cash equivalents decreased by ¥39,294 million to ¥362,101 million in fiscal 2022 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 decreased by ¥188,425 million to ¥262,603 million in fiscal 2022 compared to the previous year as a result of higher inventory levels of key devices and main products, and an increase in required working capital. The major component of Canon’s cash inflow is cash received from customers, and the major components of Canon’s cash outflow are payments for parts and materials, selling, general and administrative expenses, R&D expenses and income taxes.
For fiscal 2022, cash inflow from cash received from customers decreased due to increase of trade receivable by 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, especially key devices and main products, compared with the inventory in fiscal 2021. Cash outflow for payments for income taxes increased due to an increase in taxable income.
Net cash used in investing activities decreased by ¥26,436 million to ¥180,820 million in fiscal 2022 mainly due to a decrease in acquisitions of business and the increased sales of fixed assets resulting from optimization of branch office capacity at overseas sales subsidiaries, while capital investment to improve efficiency and productivity remained consistent and purchases of securities increased. Purchases of fixed assets increased by ¥11,177 million to ¥188,527 million in fiscal 2022 and purchases of securities increased by ¥19,396 million to ¥21,558 million in fiscal 2022.
Canon defines “free cash flow” as cash flows from operating activities less cash flows from investing activities. For fiscal 2022, free cash flow decreased by ¥161,989 million to ¥81,783 million as compared with ¥243,772 million for fiscal 2021.
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.
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)
 
 
 
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Net cash used in financing activities totaled ¥146,844 million in fiscal 2022, mainly due to a decrease of long-term loans by ¥120,000 million as a result of 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 ¥119,326 million. The Company paid dividends in fiscal 2022 of ¥115.00 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’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 S&P Global Ratings (“S&P”). In addition, Canon maintains a rating from Rating and Investment Information, Inc. (“R&I”), a rating agency in Japan, for access to the Japanese capital market.
As of February 28, 2023, Canon’s debt ratings are: S&P: A (long-term),
A-1
(short-term); and R&I: AA (long-term). Canon does not have any rating downgrade triggers that would accelerate the maturity of a material amount of its debt. A downgrade in Canon’s credit ratings or outlook could, however, increase the cost of its borrowings.
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 12 years in case of employees with housing loans, and 1 year to 6 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 ¥1,535 million at December 31, 2022. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2022 were not significant.
The following table summarizes Canon’s contractual obligations at December 31, 2022.
 
           
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
      54,000        54,000        —        —        —  
Other debt
      3,589        1,172        1,414        756        247  
Operating Lease Obligations
      123,609        35, 535        46,776        23,349        17,949  
Purchase commitments for :
                                             
Property, Plant and Equipment
      101,351        101,351        —        —        —  
Parts and Raw Materials
      287,591        287,591        —        —        —  
Other long-term liabilities
                                             
Contribution to Defined Benefit Pension Plans
      34,658        34,658        —        —        —  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
Total
      604,798        514,307        48,190        24,105        18,196  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
 
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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, 2022 accrued product warranty costs are included in accrued expenses and amounted to ¥20,887 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.
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 requirement, 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 69, 66, and 60 days at the end of the fiscal years 2022, 2021, and 2020, respectively. The inventory turnover in 2022 increased due to an increase in inventories of products in process at plants and in transit to dealers, in order to focus on securing electronic parts, raw materials and important parts amid a shortage of semiconductor components and international logistics disruption.
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 2022 amounted to ¥156,593 million compared with ¥151,914 million in 2021 and ¥132,302 million in 2020. For 2023, Canon projects its increase in property, plant and equipment will be approximately ¥210,000 million.
Employer contributions to Canon’s worldwide defined benefit pension plans were ¥31,705 million in 2022, ¥43,782 million in 2021 and ¥26,965 million in 2020. Employer contributions to Canon’s worldwide defined contribution pension plans were ¥24,346 million in 2022, ¥22,660 million in 2021, and ¥16,334 million in 2020. In addition, employer contributions to the multiemployer pension plan of certain subsidiaries were ¥4,720 million in 2022, ¥4,822 million in 2021 and ¥ ¥4,224 million in 2020.
Working capital in 2022 decreased by ¥26,951 million to ¥790,561 million, compared with ¥817,512 million in 2021 and ¥462,954 million in 2020. The decrease was primarily due to an increase in short-term loans (including the current portion of long-term debt). 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 2022 was 1.58 compared to 1.77 for 2021 and to 1.35 for 2020.
Return on assets (net income attributable to Canon Inc. divided by the average of total assets) was 5.0% in 2022, compared to 4.6% in 2021 and 1.8% in 2020. It improved from the previous fiscal year due to an increase in net income as a result of improved business performance.
 
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Return on Canon Inc. shareholders’ equity (net income attributable to Canon Inc. divided by the average of total Canon Inc. shareholders’ equity) was 8.1% in 2022 compared with 7.9% in 2021 and 3.2% in 2020. It improved from the previous fiscal year due to a significant increase in net income, 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 2022, loans decreased by ¥120,000 million due to the repayment of loans which was provided for the acquisition of Toshiba Medical Systems Corporation (currently, Canon Medical Systems Corporation). On the other hand, short-term loans were increased in response to the increase in required working capital. As a result, the debt to total assets ratios were 8.2%, 6.8% and 10.9% as of December 31, 2022, 2021 and 2020, respectively. Canon had short-term loans, current operating lease liabilities, long-term debt, and noncurrent operating lease liabilities of ¥417,413 million, ¥320,971 million, ¥506,172 million as of December 31, 2022, 2021, and 2020, respectively.
Canon Inc. shareholders’ equity to total assets ratios were 61.1%, 60.5% and 55.7% as of December 31, 2022, 2021 and 2020, respectively. Canon maintains strong financial base by increase in shareholders’ equity through an increase in retained earnings resulting from net income attributable to Canon, and an increase in accumulated other comprehensive income due to the depreciation of the yen.
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
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Net cash provided by operating activities
   
 
262,603
 
     451,028  
Net cash used in investing activities
   
 
(180,820
) 
     (207,256 ) 
    
 
 
    
 
 
  
Free cash flow
   
 
81,783
 
     243,772  
    
 
 
    
 
 
  
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
 
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Canon brand accumulated during the Company’s growth and the basis of commercialization technology. Canon’s key R&D 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 R&D in response to the demands of the current age
Canon strives to implement the above R&D 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.
 
 
•
  
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 R&D in response to the demands of the current age:
Build upon trends such as DX and carbon neutrality, promote R&D 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.
R&D expenses were ¥306,730 million in fiscal 2022 and ¥287,338 million in fiscal 2021. The R&D expenses to net sales ratios were 7.6% in fiscal 2022 and 8.2% in fiscal 2021.
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 fifth greatest number of patents in the United States in 2022, 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. Under Phase V of the “Excellent Global Corporation Plan,” which covered the years from 2016 to 2020, the four new businesses to serve as Canon’s new growth drivers, namely, Commercial Printing, Network Cameras, Medical, and Industrial Equipment fully emerged and the basic framework for promoting transformation of the business portfolio was completed. Then in 2021, the initial year of Phase VI of the Excellent Global Corporation Plan,
 
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Canon sought to further facilitate the transformation of its business portfolio by reorganizing its product-oriented business divisions into industry-oriented business groups, thereby establishing a framework for enhancing business competitiveness and creating new drivers of growth.
In 2021 and 2022, the business environment remained challenging due to the spread of
COVID-19,
supply chain disruptions caused by the tight supply of components and pressures on distribution, the conflict between Russia and Ukraine, lockdowns in Shanghai, and accelerating inflation worldwide. However, by harnessing the efforts of the entire Canon Group, including procurement and logistics operations, and backed by strong product competitiveness in each of its businesses, Canon achieved sales and profit growth for the second consecutive year.
Although it is likely that Canon will continue to operate under a volatile economic environment this year as well, Canon will seek to achieve greater performance while leveraging the collective strength of its development, procurement, production, and sales. In so doing, Canon will accordingly focus on the following measures under the basic policy of Phase VI of striving to “accelerate its corporate portfolio transformation by improving productivity and creating new businesses.”
1. Further strengthen competitiveness of industry-oriented business groups
Canon will strengthen and expand its four industry-oriented business groups to promote business portfolio transformation.
(1)
Printing Group
Even though companies have been shifting to paperless documents due to a greater dispersion of workplaces caused by the
COVID-19
pandemic, as well as due to advances in digital transformation (DX), Canon is likely to see solid demand for printing devices given that paper remains an instrumental means of work-related conceptualization and information sharing.
In order to support hybrid work styles that combine office- and tele-work, there is a need to provide a print environment that is free from restrictions on where to work by utilizing the cloud. Leveraging the advantage of having two digital printing technologies, namely electrophotography and inkjet, the Canon Group will offer new solutions for the DX era in both office and home printing.
Furthermore, in the field of digital commercial printing of catalogs, posters and other material, which is poised for growth amid a shift from analog to digital, Canon is expanding sales of printing presses, recognized for their image quality and productivity, which have been further enhanced by incorporating feedback from printing companies, its customers. Furthermore, in the field of industrial printing, which includes labels and packaging, Canon plans to fully enter the market by developing new products while taking advantage of the wealth of technology, knowledge and customer relationships held by Edale Limited, a
UK-based
company that Canon acquired in 2022.
(2)
Imaging Group
Although the overall market for digital cameras has shrunk significantly due to widespread use of smartphones, Canon expects demand to remain solid as current users of interchangeable-lens cameras are mainly professionals and enthusiasts who seek high-quality images. To address the needs of these users, Canon will continuously introduce cameras, from entry-class to professional level models that offer enhanced features as well as interchangeable lenses. In doing so, Canon, as a leading camera company, seeks to stimulate the market. Canon is currently expanding its lineup of mirrorless cameras with its sights set on establishing its position as No. 1 in that field.
 
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In the network camera field, where surveillance applications are likely to keep driving growth due to escalating needs for safety and security, Canon also anticipates substantial growth accompanying an expanding range of applications for such cameras in areas other than surveillance. For instance, this is likely to include applications with respect to facilitating
in-store
marketing, implementing production control at manufacturing sites, and helping people avoid crowds and contact in places where individuals gather. Canon seeks to achieve market-exceeding growth by offering an abundant lineup of camera bodies and solutions with providing total services encompassing everything from video input to video management and analytics, cooperating with Canon Group companies such as Axis, Milestone Systems, BriefCam, and Arcules.
Canon will take steps to create new businesses by coming up with applications for optical-related technologies involving lenses, sensors, and image processing, cultivated by the Company thus far.
(3)
Medical Group
Canon aims to contribute to medical treatment worldwide not only through diagnostic imaging systems, but also by broadening its business sphere, to include healthcare IT and
in-vitro
diagnostics.
Canon is Japan’s leading manufacturer of diagnostic imaging systems and accordingly deem it necessary to establish a similar presence overseas in order to achieve growth going forward. First, to become the No. 1 company worldwide in CT systems, Canon aims to achieve early commercialization of the next-generation of CT scanners that utilize photon-counting technology. To such ends, Canon developed an
X-ray
CT system equipped with a photon-counting detector that uses the technology of Canada-based Redlen Technologies, which Canon acquired two years ago. Having installed it at the National Cancer Center of Japan, Canon is accelerating the development of this system. Furthermore, with the aim of achieving a market share of over 10% in the United States, which is highly influential market worldwide, Canon established a new company in January 2023 in the suburbs of Cleveland to focus on marketing. As such, Canon will work to achieve substantial growth in part by increasing its presence as Canon engages in joint research with U.S. medical institutions and promotes stronger relationships with medical practitioners who serve as key opinion leaders. Moreover, to achieve high growth, Canon will spread the benefits to markets not only in the United States, but also to markets worldwide.
In the healthcare IT field, Canon supports the provision of high-quality diagnoses and efficient medical treatment by making it possible to integrate, process, and analyze data collected in clinical settings. Furthermore, in the
in-vitro
diagnostics field, Canon will expand its business domain to include testing reagents and other areas around testing equipment.
(4)
Industrial Group
As applications for semiconductors and displays continue to expand, prompted by innovation particularly with respect to AI, IoT, 5G, and other technologies, Canon anticipates continuing market growth and subsequently expect demand for manufacturing equipment to rise. As for semiconductor lithography equipment, with its sights set on addressing growing demand, Canon aims to increase its market share by further enhancing product competitiveness and bolstering production capacity. Unlike conventional lithography technology that uses light to expose circuit patterns, the nanoimprint lithography manufacturing equipment being developed by Canon enlists a simple process of stamping a circuit pattern from a mold imprinted with such patterns. Nanoimprint lithography enables semiconductor manufacturers to reduce costs significantly because it eliminates the necessity of complex processes for etching minute circuit patterns. It also helps to reduce impact on the global environment as it consumes significantly less power given that it does not require powerful lasers and it does not need large vacuum systems or cooling systems.
In the panel market, IT panels used in PCs and tablets are likely to drive growth going forward. As such, Canon will continue to provide FPD lithography equipment and OLED display manufacturing equipment that help panel manufacturers, its customers, boost productivity.
 
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Furthermore, Canon aims to expand the industrial business domain by developing new equipment that integrates core technologies of the group in the areas of ultra-precision positioning, ultra-precision processing and vacuum systems.
2. Rebuild the global production system
Canon has been expanding its manufacturing facilities throughout Asia since the 1970s, but is now reviewing and reorganizing such production sites against the backdrop of supply chain interruptions and geopolitical risks. In its return to domestic production, which has been promoted up until now, Canon has taken a
two-pronged
approach of shifting to automation and
in-house
production, effectively achieving thorough cost reduction by integrating design, production technology, and manufacturing sites, thereby gaining competitive edge with respect to costs that is unmatched by overseas production.
3. Strengthen product development based on proprietary technologies
Whereas Canon has been turning to M&A initiatives as a means of developing new businesses in recent years, Canon seeks to create new businesses going forward by further reinforcing product development centered on proprietary technologies. Under its framework of business groups largely reorganized by industry, Canon has been working on developing new products and solutions by combining respective technologies in a manner that gives rise to a sort of chemical reaction. In addition, the Frontier Business Promotion Headquarters has been bringing together Canon’s technologies from across the Canon Group with the aim to create new businesses in the fields of life science, materials, and solutions.
In order to achieve these goals, it is important to develop the technology experts who are responsible for product development, and Canon will promote this through a system to certify world-class engineers as “Top Scientists” who lead the development of cutting-edge technologies, and a system to train software engineers by reskilling employees.
For the discussions of the trend by business segment, see “Item 4 B. Business overview” and “Item 5 A. Operating Results”.
 
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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, 2023 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 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
 
  
 
  
 
  
 
 
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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*
 
  
 
  
 
  
 
 
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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*
 
  
 
  
 
  
 
 
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Name
(Date of birth)
  
Position
(Group executive/function)
  
Date of
commencement
  
Business experience
(*current position/function)
Hideya Hatamochi
   Audit & Supervisory Board Member   4/1983   Entered the Company
(Oct. 4, 1960)
     4/2009  
General Manager of Office Imaging Products Electrical Parts Engineering Division, Office Imaging Products Operations
    5/2012  
General Manager of Office Imaging Products Manufacturing Division, Office Imaging Products Operations
    1/2014  
General Manager in charge of Corporate Audit Center
    2/2015  
President of Canon (Suzhou) Inc.
    3/2023  
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*
    4/2004  
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*
 
  
 
  
 
  
 
 
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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 2024. 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 Hiroshi Yoshida who was elected in the 120th general meeting of shareholders in March 2021 expires in March 2025, the current term for Katsuhito Yanagibashi and Koichi Kashimoto who were elected in the 121st general meeting of shareholders in March 2022 expires in March 2026, and the current term for Hideya
 
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Hatamochi and Yutaka Tanaka who were elected in the 122th general meeting of shareholders in March 2023 expires in March 2027. 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.
 
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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.
 
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Executive Officers of the Company whom are expected to take the assignment on April 1, 2023, 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.
Toshio Takiguchi
    Senior Managing Executive Officer    Head of Medical Group, President of Canon Medical Systems Corporation
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
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
Katsumi Iijima
    Senior Managing Executive Officer    Group Executive of Digital Business Platform Development HQ
Shunsuke Inoue
    Senior Managing Executive Officer    Group Executive of R&D HQ
Soichi Hiramatsu
    Senior Managing Executive Officer    Group Executive of Procurement HQ
Go Tokura
    Senior Managing Executive Officer    Deputy Head of Imaging Group
Minoru Asada
    Senior Managing Executive Officer    Group Executive of Finance & Accounting HQ
Takashi Takeya
    Managing Executive Officer    Senior General Manager of Global Logistics Management Center
Hisahiro Minokawa
    Managing Executive Officer    Group Executive of Human Resources Management & Organization HQ
Ritsuo Mashiko
    Managing Executive Officer    President of Oita Canon Inc.
Kazuhiko Nagashima
    Managing Executive Officer    Executive Vice President of Canon Europe Ltd.
Yoichi Iwabuchi
    Managing Executive Officer    Group Executive of Information & Communication Systems HQ
Takanobu Nakamasu
    Managing Executive Officer    President of Canon Production Printing Holding B.V.
Tamaki Hashimoto
    Managing Executive Officer    Unit Executive of Solution & Recurring Product Business Unit
Katsuhiko Shinjo
    Managing Executive Officer    Deputy Group Executive of R&D HQ
Masaki Omori
    Managing Executive Officer    President of Canon Machinery Inc.
Takeshi Ichikawa
    Managing Executive Officer    Group Executive of Device Technology Development HQ
Akiko Tanaka
    Executive Officer    Deputy Group Executive of R&D 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
Katsuyoshi Soma
    Executive Officer    President of Fukushima Canon Inc.
 
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Name
   
Position
   
(Group executive/function)
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
Hiroto Okawara
    Executive Officer    Senior General Manager of Smart Mobility Business Promotion Center
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 and IR Center
Isao Kobayashi
    Executive Officer    President of Canon Canada Inc.
Katsuhito Sakurai
    Executive Officer    Senior General Manager of Semiconductor Device Development Center 1
B. Compensation
In the fiscal year ended December 31, 2022, Canon paid an aggregate of approximately ¥1,064 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 2022.
 
Name
(Position)
          
Category of remuneration
  
  
Company
     
Basic
Remuneration
     
Bonus
     
Stock-Type

Compensation

Stock Options
     
Total
  
                                    
           
(Millions of yen)
  
Fujio Mitarai (Director)
      Canon Inc.        320        145        31        496  
Toshizo Tanaka (Director)
      Canon Inc.        136        70        15        221  
Toshio Homma (Director)
      Canon Inc.        120        61        14        195  
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.
 
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(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 2022 (the 122st Business Term), although the Company’s outlook was for ¥360.0 billion at the beginning of the year, actual results were ¥352.4 billion.
 
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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 573.
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 57,300 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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
 
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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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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.
 
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(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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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.
 
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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 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 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 1,003.
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 100,300 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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
 
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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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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.
 
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(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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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.
 
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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 811.
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 81,100 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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.
 
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(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.
(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.
 
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(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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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 429.
 
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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 42,900 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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), 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.
(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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
 
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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.
(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 (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
Number of shares acquired after
adjustment
      =    Number of shares acquired before adjustment      ×   
Ratio of share split
or
share consolidation
 
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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, 2022 to April 28, 2052
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥2,542 and ¥1,271, 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 (¥2,541 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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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
 
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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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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.
 
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(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, 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.
The Stock Option Plan Approved on February 10, 2023
1. Grantees of share options
The Company’s 1 executive officer.
2. Number of share options
The number of share options that the Board of Directors are authorized to issue is 93.
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 9,300 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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 March 28, 2023 to March 27, 2053
6. Issue price and amount of increased stated capital (yen)
The issue price and amount of increased stated capital per share is ¥2,446 and ¥1,223, 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 (¥2,445 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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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.
 
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(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, 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.
The Stock Option Plan Approved on March 30, 2023
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 840.
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 84,000 common shares. However, in the case that the Company conducts a share split (including an allotment without consideration (
musho-wariate
) of shares of common stock of the Company; the same shall apply to all references to the share split herein) or share consolidation on and after the date of shareholders’ resolution adopting the proposal at the above-mentioned General Meeting of Shareholders (the “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.
 
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, 2023 to April 28, 2053
 
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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 (
Kaisha Keisan Kisoku
), and any fraction less than ¥1 arising therefrom shall be rounded up to the nearest ¥1.
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.
(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.
 
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(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 (
Kaisha Keisan Kisoku
). Any fractional amount of less than one 1 yen resulting from such calculation will be rounded up to one 1 yen.
(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.
(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
 
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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, 2022, 2021 and 2020.
 
    
Total
     
Japan
     
Americas
     
Europe
     
Asia and Oceania
  
December 31, 2022
               
Printing
      118,971        35,063        11,135        14,724        58,049  
Imaging
      24,917        10,345        1,943        5,501        7,128  
Medical
      12,801        6,977        2,434        1,729        1,661  
Industrial
      8,005        5,669        250        111        1,975  
Corporate and Others
      16,081        11,401        9        149        4,522  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
Total
      180,775        69,455        15,771        22,214        73,335  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
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
      7,814        5,750        223        107        1,734  
Corporate and Others
      14,826        11,647        3        142        3,034  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
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
      8,115        6,006        350        99        1,660  
Corporate and Others
      15,040        11,555        9        99        3,377  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
Total
      181,897        72,338        15,307        22,578        71,674  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
*The numbers of Canon’s employees have been reclassified as of December 31, 2021 and 2020 based on the realignment of Canon’s internal management structure which are disclosed in Note 23 of the Notes to Consolidated Financial Statements.
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, 2023. The total is 276,806 shares, constituting 0.02% of all outstanding shares.
 
Name
   
Position
   
Number of shares
  
Fujio Mitarai
    Chairman & CEO      148,344  
Toshizo Tanaka
    Executive Vice President & CFO      24,910  
Toshio Homma
    Executive Vice President & CTO      72,652  
Kunitaro Saida
    Director      12,800  
Yusuke Kawamura
    Director      1,300  
Katsuhito Yanagibashi
    Audit & Supervisory Board Member      4,500  
Hideya Hatamochi
    Audit & Supervisory Board Member      0  
Yutaka Tanaka
    Audit & Supervisory Board Member      3,400  
Hiroshi Yoshida
    Audit & Supervisory Board Member      5,200  
Koichi Kashimoto
    Audit & Supervisory Board Member      3,700  
     
 
 
  
   Total      276,806  
     
 
 
  
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 57,300 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, 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 100,300 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 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 81,100 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 42,900 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 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.
The number of shares that may be subscribed for under a right granted to one of the Company’s executive officers, pursuant to the stock option plan approved on February 10, 2023 was 9,300 shares of common stock. The exercise price of the right is ¥1 per share and that to whom stock acquisition right is granted (the “Holder”) shall be entitled to exercise all the stock acquisition right together within 10 days (in case the last day is not a business day, the following business day) from after the date when he ceases to hold any position as an executive officer of the Company. The exercisable period of acquisition right is from March 28, 2023 to March 27, 2053.
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, 2023 was 84,000 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, 2023 to April 28, 2053.
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, 2022:
 
Name of major shareholder
   
Shares
owned
     
Percentage
  
           
Number of shares owned /
  
           
Number of shares issued
  
The Master Trust Bank of Japan, Ltd. (Trust Account)
      174,622,700        17.2 % 
Custody Bank of Japan, Ltd. (Trust Account)
      70,247,400        6.9 % 
Mizuho Bank, Ltd.
      22,558,173        2.2 % 
State Street Bank West Client—Treaty 505234
      21,655,878        2.1 % 
SMBC Nikko Securities Inc.
      20,533,800        2.0 % 
Moxley and Co. LLC
      17,371,450        1.7 % 
The
Dai-ichi
Life Insurance Company, Limited
      16,695,780        1.6 % 
OBAYASHI CORPORATION
      16,527,607        1.6 % 
Barclays Securities Japan Limited BNYM
      14,796,800        1.5 % 
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 318,250,096 shares (23.9% of total issued shares) of treasury stock.
  4:
Ownership percentage is calculated by deducting the number of treasury shares from the total shares issued.
 
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Canon’s major shareholders do not have different voting rights from other shareholders.
As of December 31, 2022, 8.6% of the issued shares of common stock, including the Company’s treasury stock, were held of record by 297 residents of the United States of America.
The Company is not directly or indirectly owned or controlled by any other corporation, by any government, or by any other natural or legal person or persons severally or jointly.
B. Related party transactions
During the latest three fiscal years, Canon has not transacted with, nor does Canon currently plan to transact with a related party (other than certain transactions with subsidiaries and affiliates of the Company). For purposes of this paragraph, a related party includes: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Canon; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of Canon that gives them significant influence over Canon, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of Canon, including directors and senior management of companies and close member of such individual’s families; (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of Canon and enterprises that have a member of key management in common with Canon. Close members of an individual’s family are those that may be expected to influence, or be influenced by, that person in their dealings with Canon. An associate is an unconsolidated enterprise in which Canon has a significant influence or which has significant influence over Canon. Significant influence over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the Company are presumed to have a significant influence on Canon.
To the Company’s knowledge, no person owned a 10% interest in the voting power of the Company as of March 30, 2023.
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, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 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 consolidated financial statements as of December 31, 2022 and 2021 and for each of three years in the period ended December 31, 2022 have been audited by Deloitte Touche Tohmatsu LLC. Their audit report covering each of the periods is included in Item 18 of this report.
Refer to Item 18 “Financial Statements.”
 
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Legal proceedings
There are no outstanding legal or other proceedings which could reasonably be expected to have a material adverse effect on Canon’s consolidated financial position, results of operations or cash flows.
Dividend policy
Dividends are proposed by the Board of Directors of the Company based on the
year-end
non-consolidated
financial statements of the Company, and are approved at the ordinary general meeting of shareholders, which is held in March of each year. Recordholders of the Company’s ADSs on the dividends’ record dates are entitled to receive payment in full of the declared dividends. In addition to annual dividends, by resolution of the Board of Directors, the Company may declare a cash distribution as an interim dividend. The record 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.
Despite a harsh business environment, such as shortage of components, supply chain disruptions, Ukraine crisis and accelerating global inflation, demand of Canon’s products improved moderately. Net sales exceeded ¥4,000 billion for the first time in five years since 2017 due to adjustment of product prices and depreciation of the yen, as a result, the sales and income increased for the two consecutive years.
Amid these conditions, in 2022, Canon has decided to distribute a full-year dividend of ¥120 per share, (interim dividend of ¥60 per share that was already distributed and
year-end
dividend of ¥60) 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 has been trading on the Tokyo Prime Market since April 4, 2022. The shares are also listed on three other regional markets in Japan (Nagoya, Fukuoka and Sapporo).
Trading in foreign markets
Prior to the delisting that became effective on March 6, 2023, the Company’s ADRs were 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
over-the-counter
market in the Company’s ADRs. Since March 16, 1998, each ADR represents one share of the Company’s common stock. The Company’s ADSs had been quoted on the National Association of Securities Dealers Automated Quotation system (“NASDAQ”) from 1972 to September 13, 2000 under the symbol CANNY.
On September 14, 2000, Canon listed its ADSs on the NYSE under the symbol CAJ.
 
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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.
In addition to complying with disclosure requirements under the Exchange Act, the Company has prepared consolidated financial statements in accordance with U.S. generally accepted accounting principles, established internal controls required by the Sarbanes-Oxley Act, and has actively disclosed information to shareholders and investors.
The Company listed its ADRs on the NYSE, with the main aim of enhancing its name recognition, brand image, and stock distribution. Over this same period, however, there have been significant changes in the environment surrounding the securities market, including a significant increase in the amount of trading on Japanese stock markets by overseas investors, due to globalization of the Japanese market. In addition to this, amendments to Japanese laws, regulations, and accounting standards, helped resolve regulatory differences between Japan and the United States.
In view of the fact that the Company has largely achieved the objectives stated at the time of listing, and that the volume of trading in the Company’s ADRs on the NYSE has been declining due to the aforementioned changes and other factors, on February 10, 2023, the Company passed a resolution to apply for voluntary delisting of its ADRs from the NYSE and for termination of registration of its ADRs with the SEC.
On February 13, 2023, the Company notified the NYSE of its decision to delist. On February 24, 2023, the Company filed Form 25 with the SEC in connection with the delisting from the NYSE. The delisting became effective on March 6, 2023. In the future, the Company plans to file an application for the termination of registration of its ADRs with the SEC when the requirements have been met.
B. Plan of distribution
Not applicable.
C. Markets
See Item 9A “Offer and listing details”.
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
Item 10. Additional Information
A. Share capital
Not applicable.
 
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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
kabushiki kaisha
), a director is required to refrain from voting on such matters at meetings of the board of directors.
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.
 
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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, 2022. 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.
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
 
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to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, the Company may, pursuant to a resolution of shareholders’ meeting, grant a right to its shareholders to require the Company to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders.
Restriction on Distributions of Surplus
When the Company makes a distribution of Surplus, the Company must, until the aggregate amount of its additional
paid-in
capital and legal reserve reaches
one-quarter
of its stated capital, set aside in its additional
paid-in
capital and/or legal reserve an amount equal to
one-tenth
of the amount of Surplus so distributed.
The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D – (E + F + G)
In the above formula, the letters from “A” to “G” are defined as follows:
“A”= the total amount of “other capital surplus” and “other retained earnings,” each such amount that is appearing on its
non-consolidated
balance sheet as of the end of the last fiscal year;
“B”= (if the Company has disposed of its treasury stock after the end of the last fiscal year) the amount of the consideration for such treasury stock received by the Company less the book value thereof;
“C”= (if the Company has reduced its stated capital after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to additional
paid-in
capital or legal reserve (if any);
“D”= (if the Company has reduced its additional
paid-in
capital or legal reserve after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any);
“E”= (if the Company has cancelled its treasury stock after the end of the last fiscal year) the book value of such treasury stock;
“F”= (if the Company has distributed Surplus to its shareholders after the end of the last fiscal year) the total book value of the Surplus so distributed;
“G”= certain other amounts set forth in the ordinances of the Ministry of Justice, including (if the Company has reduced Surplus and increased its stated capital, additional
paid-in
capital or legal reserve after the end of the last fiscal year) the amount of such reduction and (if the Company has distributed Surplus to the shareholders after the end of the last fiscal year) the amount set aside in the additional
paid-in
capital or legal reserve (if any) as required by the ordinances of the Ministry of Justice.
The aggregate book value of Surplus distributed by the Company may not exceed a prescribed distributable amount (the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amount at any given time shall be equal to the amount of Surplus less the aggregate of the following:
(a) the book value of the Company’s treasury stock;
(b) the amount of consideration for the treasury stock disposed of by the Company after the end of the last fiscal year; and
 
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(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 (
renketsu haito kisei tekiyo kaisha
), it will be required to further deduct from the amount of Surplus the excess amount (if the amount is zero or below zero) of (x) the total amount of shareholders’ equity appearing on its
non-consolidated
balance sheet as of the end of the last fiscal year and certain other amounts set forth in the ordinances of the Ministry of Justice over (y) the total amount of shareholders’ equity and certain amounts set forth in the ordinances of the Ministry of Justice appearing on its consolidated balance sheets as of the end of the last fiscal year.
If the Company has prepared interim financial statements as described below, and if such interim financial statements have been approved (unless exempted by the 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 reviewed 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 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.
 
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Right of a Holder of Shares Representing Less than One Unit to Require the Company to Purchase Its Shares
A holder of shares representing less than one unit may at any time require the Company to purchase its shares through the account management institutions and JASDEC; provided, however, that the Company is not obliged to do so if the Company does not own its own shares in the number which it is requested to sell. These shares will be purchased at (a) the closing price of the shares reported by the TSE on the day when the request to purchase is made or (b) if no sale takes place on the TSE on that day, then the price at which sale of shares is effected on such stock exchange immediately thereafter.
Right of a Holder of Shares Representing Less than One Unit to Purchase from the Company its Shares up to a Whole Unit
The Articles of Incorporation of the Company provide that a holder of shares representing less than one unit may require the Company to sell its shares to such holder so that the holder can raise its fractional ownership to a whole unit; provided, however, that the Company is not obliged to do so if the Company does not own its own shares in the number which it is requested to sell. Such a request shall be made through the account management institutions and JASDEC. These shares will be sold at (a) the closing price of the shares reported by the TSE on the day when the request to sell becomes effective or (b) if no sale has taken place on the TSE on that day, then the price at which sale of shares is effected on such stock exchange immediately thereafter.
Voting Rights of a Holder of Shares Representing Less than One Unit
A holder of shares representing less than one unit cannot exercise any voting rights pertaining to those shares. In calculating the quorum for various voting purposes, the aggregate number of shares representing less than one unit will be excluded from the number of outstanding shares. A holder of shares representing one or more whole units will have one vote for each whole unit represented.
A holder of shares representing less than one unit does not have any rights relating to voting, such as the right to participate in a demand for the resignation of a director, the right to participate in a demand for the convocation of a general meeting of shareholders and the right to join with other shareholders to propose an agenda item to be addressed at a general meeting of shareholders.
However, a holder of shares constituting less than one unit has all other rights of a shareholder in respect of those shares, including the following rights:
 
  •  
to receive annual and interim dividends,
  •  
to receive cash or other assets in case of consolidation or split of shares, exchange or transfer of shares or corporate merger,
  •  
to be allotted rights to subscribe for free for new shares when such rights are granted to shareholders, and
  •  
to participate in any distribution of surplus assets upon liquidation.
Ordinary and Extraordinary General Meeting of Shareholders
The Company normally holds its ordinary general meeting of shareholders in March of each year 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. The notice of a general shareholders’ meeting will set forth the information in the reference materials for a general shareholders’ meeting being provided through electronic provision measures and the URL of the website used for the provision of such information, as well as the place, the time and the purpose of the meeting. The information
 
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in the reference materials for a general shareholders’ meeting must be posted on a website from the earlier of the date three weeks prior to the date set for the meeting or the date on which the notice of the meeting is dispatched until the date on which three months have elapsed from the meeting. In general, any shareholder is entitled to request printed paper copies of the information in the reference materials for a general shareholders’ meeting by the record date for voting rights of the relevant general shareholders’ 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
) with “specially favorable” conditions or bonds with stock acquisition rights (
shinkabu yoyakuken-tsuki shasai
) with “specially favorable” conditions to persons other than shareholders,
  •  
distribution of Surplus in kind with respect to which shareholders are not granted the right to require the Company to make such distribution in cash instead of in kind,
  •  
purchase of shares by the Company from a specific shareholder other than its subsidiaries,
  •  
consolidation of shares, and
  •  
discharge of a portion of liabilities of Directors, Audit & Supervisory Board Members or independent auditors that are owed to the Company.
At least
two-thirds
of the outstanding shares having voting rights present at the meeting is required to approve these actions.
The voting rights of holders of ADSs are exercised by the depositary based on instructions from those holders.
 
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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 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.
 
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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.
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.
 
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(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. 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.
 
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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
(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
 
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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 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
 
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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 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
 
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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% (
i.e.
, no withholding) for pension funds which are qualified U.S. residents eligible for benefits of the Treaty, provided that the dividends are not derived from the carrying on of a business, directly or indirectly, by such pension funds. Japan is a party to a number of income tax treaties, conventions and agreements, (collectively “Tax Treaties”), whereby the maximum withholding tax rate for dividend payments is set at, in most cases, 15% for portfolio investors who are
Non-Resident
Holders. Specific countries with which such Tax Treaties have been entered into include 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, Bulgaria, Canada, The Czech Republic, Egypt, Finland, France, Hungary, India, Indonesia, Ireland, Israel, Kazakhstan, South Korea, Luxembourg, Malaysia, The Netherlands, New Zealand, Norway, Oman, Pakistan, The People’s Republic of China, Poland, Portugal, Qatar, Thailand, Saudi Arabia, Singapore, Slovakia, South Africa, Ukraine, United Arab Emirates, and the United Kingdom are partly overridden by the MLI as of January 1, 2023.
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 tax” or any alternative minimum tax consequences. 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;
 
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  •  
partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
  •  
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.
Recently released Treasury Regulations (“the Foreign Tax Credit Regulations”) may in some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain
non-U.S.
taxes that are not creditable under applicable income tax treaties. Accordingly, U.S. investors that are not eligible for Treaty benefits should consult their tax advisers regarding the creditability or deductibility of any Japanese taxes imposed on dividends on, or dispositions of, Company Shares or ADSs. The discussions below regarding the creditability of any Japanese taxes do not address the foreign tax credit consequences to holders of Company Shares or ADSs that do not qualify for the benefits of the Treaty.
This discussion assumes that the Company was not a passive foreign investment company for 2022, as described below.
Taxation of Distributions
Distributions paid on the Company shares or ADSs, other than certain
pro rata
distributions of common shares, to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles) will be treated as dividends 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
 
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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 such 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 2022 fiscal year. However, since PFIC status depends upon the composition of the Company’s income and assets and the market value of its assets (including, among others, goodwill and equity investments in less than 25% owned entities) from time to time, there can be no assurance that the Company will not be considered a PFIC for any taxable year. If the Company were treated as a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, certain adverse tax consequences could apply to such U.S. holder.
If the Company were treated as a PFIC for any taxable year during which a U.S. holder owned the Company shares or ADSs, gain recognized by a U.S. holder on the sale or other disposition, including certain pledges, of the Company shares or ADSs would be allocated ratably over its holding period for such securities. The amounts allocated to the taxable year of the sale or other disposition and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect in such taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax liability attributable to such allocated amounts. Further, any distribution in respect of the Company shares or ADSs in excess of 125% of the average of the annual distributions on such securities received by a U.S. holder during the preceding three years or its holding period, whichever is shorter, would be subject to taxation as described immediately above. Certain elections (including a
mark-to-market
 
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election) may be available to a U.S. holder that would result in alternative tax treatments. However, it is unclear whether a
mark-to-market
election could be available to a U.S. Holder of ADSs following the delisting of the Company’s ADSs from the New York Stock Exchange. U.S. Holders should consult their tax advisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
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 SEC and (prior to its delisting) 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.
SEC Home Page:
https://www.sec.gov
I. Subsidiary information
Not applicable.
 
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J. Annual report to security holders
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Market risk exposures
Canon is exposed to market risks, including changes in foreign currency exchange rates, interest rates and prices of marketable securities and investments. In order to hedge the 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, 2022.
 
    
2022
  
    
Fair value
  
    
(Millions of yen)
  
Fund trusts and others
      638  
Equity securities
      21,770  
  
 
 
  
     22,408  
  
 
 
  
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.
 
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The following table provides information about Canon’s major derivative financial instruments related to foreign currency exchange transactions existing as of December 31, 2022. All of the foreign exchange contracts described in the following table have a contractual maturity date in 2023.
 
    
U.S.$
    
Euro
    
Others
    
Total
  
                          
    
(Millions of yen)
  
Forwards to sell foreign currencies:
         
Contract amounts
      57,098       74,266       17,716       149,080  
Estimated fair value
      754       856       483       2,093  
Forwards to buy foreign currencies:
         
Contract amounts
      17,155       1,070       7,999       26,224  
Estimated fair value
      (315 )      (9 )      (316 )      (640 ) 
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. All amounts recorded in accumulated other comprehensive income (loss) as of December 31, 2022 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
$5.00 for each 100 ADSs (or portion thereof)
 
  (b)
Receiving or distributing dividends
Not applicable.
 
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  (c)
Selling or exercising rights
Upon the distribution or sale of Canon’s ADSs, a holder of American Depositary Receipts is required to pay a commission fee of $5.00 to the depositary for each 100 ADSs (or part of the 100 ADSs) for this transaction.
 
  (d)
Withdrawing an underlying security
$5.00 for each 100 ADSs (or portion thereof)
 
  (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.
 
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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, 2022. Based on this evaluation, the chief executive officer and chief financial officer have concluded that, as of December 31, 2022, 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, 2022. 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, 2022, Canon’s internal control over financial reporting was effective.
 
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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.
Changes in Internal Control over Financial Reporting
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 and was reelected in March 2021. Hiroshi Yoshida met the independence requirements imposed on Audit & Supervisory Board Members as set forth by Japanese legal provisions.
Item 16B. Code of Ethics
Canon maintains a “Canon Group Code of Conduct” or Code of Conduct, applicable to all executives and employees. The Code of Conduct sets forth provisions relating to honest and ethical conduct (including the handling of conflicts of interest), compliance with applicable laws, rules and regulations and accountability for adherence to the provisions of the Code of Conduct. The Board of Directors maintains a “Code of Ethics” as a supplement to the Code of Conduct. This Code of Ethics applies to Canon’s President and Chief Executive Officer, each member of the Board of Directors (which includes the Chief Financial Officer) and general managers belonging to Canon’s accounting headquarters. The Code of Ethics requires full, fair, accurate, timely and understandable disclosure in reports and documents that Canon files with or submits to the SEC and in Canon’s other communications with the public, prompt internal reporting of violations of the Code of Conduct or Code of Ethics, and accountability for adherence to their provisions. Both the Code of Conduct and the Code of Ethics have been filed as exhibits.
Item 16C. Principal Accountant Fees and Services
Policy 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
 
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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.
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 2022 and 2021 for each of the last two fiscal years and briefly describes the services performed:
 
    
Year ended
December 31, 2022
     
Year ended
December 31, 2021
  
               
    
(Millions of yen)
  
Audit fees
                      3,144                        3,009  
Audit-related fees
      41        3  
Tax fees
      176        160  
All other fees
      12        129  
  
 
 
     
 
 
  
Total
      3,373        3,301  
  
 
 
     
 
 
  
Audit fees
include fees billed for professional services rendered for audits of Canon’s annual consolidated financial statements, reviews of consolidated quarterly financial information and statutory audits of the Company and its subsidiaries.
Audit-related fees
include fees billed for assurance and related services such as agreed upon procedures on financial or accounting information and attestation to specified items in accordance with local regulations.
Tax fees
include fees billed for services related to tax compliance, including the preparation of tax returns, tax advice on general tax matters, transfer pricing compliance, planning and advice, and personal income tax compliance and advisory services, except for persons that are in financial reporting oversight roles.
All other fees
include fees billed primarily for services rendered with respect to advisory on business processes, conducting analysis and providing findings regarding the risk management system, and training services.
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.
 
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According to
Rule 10A-3
under the Exchange Act and NYSE listing standards, which applied to us through Section 303A.06 of the NYSE Listed Company Manual prior to the delisting from the NYSE, 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;
  •  
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
  
2022
   
          (Shares)          
     
          (Yen)          
     
          programs          
     
              programs              
  
January 1 - January 31
      481        2,788        —        —  
February 1 - February 28
      364        2,793        —        —  
March 1 - March 31
      492        2,650        —        —  
April 1 - April 30
      504        3,011        —        —  
May 1 - May 31
      15,627,768        3,200        15,626,900        —  
June 1 - June 30
      353        3,239        —        —  
July 1 - July 31
      591        3,122        —        —  
August 1 - August 31
      14,631,506        3,417        14,631,200        —  
September 1
-
September 30
      556        3,310        —        —  
October 1 - October 31
      210        3,196        —        —  
November 1 - November 30
      617        3,148        —        —  
December 1 - December 31
      283        3,125        —        —  
 
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Notes:
 
  (1)
On May 9, 2022, a resolution approved at the meeting of the board directors authorized the Company to acquire to up to 20.0 million shares with an aggregate purchase price of ¥50 billion during the period from May 10, 2022 through August 4, 2022.
  (2)
On August 5, 2022, a resolution approved at the meeting of the board directors authorized the Company to acquire to up to 18.0 million shares with an aggregate purchase price of ¥50 billion during the period from August 8, 2022 through October 18, 2022.
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 2022, the Company purchased 5,625 shares for a total purchase price of 17,202,096 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 listed on the NYSE (such as Company prior to the delisting of its ADSs) are permitted, with certain exceptions, to follow the laws and practices of their home country in place of the corporate governance practices stipulated under the Manual. In such circumstances, the foreign private issuer is required to disclose the significant differences between the corporate governance practices under Section 303A of the Manual and those required in Japan. A summary of these differences as they apply to the Company is provided below.
1. Directors
Currently, the Company’s board of directors does not have any director who could be regarded as an “independent director” under the NYSE Corporate Governance Rules for U.S. listed companies. Unlike the NYSE Corporate Governance Rules, the 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) (
gyomu shikko torishimariyaku
), a corporate executive officer, a manager (
shihainin
), 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.
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
 
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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 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
 
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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.
 
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PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
 
 
  
Page number
 
Consolidated financial statements of Canon Inc. and Subsidiaries:
  
 
 
  
 
122
 
  
 
126
 
  
 
127
 
  
 
128
 
  
 
129
 
  
 
131
 
  
 
132
 
Schedule:
  
  
 
179
 
All other schedules are omitted as permitted by the rules and regulations of the Securities and Exchange Commission as not applicable.
 
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Table of Contents
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, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, based on criteria established in
Internal Control — Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 30, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.
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 Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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. The fair value of a reporting unit is determined primarily based on the
 
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discounted cash flow analysis, which involves estimates of projected future cash flows and discount rates. The Company’s total consolidated goodwill was ¥972,626 million (19.1% of Total assets) as of December 31, 2022, of which ¥542,695 million (55.8% of Goodwill) was allocated to the Medical Reporting Unit. The 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. The estimate of discount rate is determined based on the weighted average cost of capital, which considers primarily market and industry data as well as specific risk factors.
The Company has completed its impairment test in the fourth quarter of 2022 and determined that the Medical Reporting Unit did not fail the impairment test as the fair value of the unit exceeded its carrying amount; however, the 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 goodwill attributed to the Medical Reporting Unit represents 55.8% of the total consolidated goodwill and there are significant judgements 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 the 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 those over management’s estimates and assumptions used in the 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 made inquiries of management to understand significant assumptions used in the projected future cash flows.
 
 
•
 
We evaluated the reasonableness of management’s projected future cash flows by comparing the projections to actual results and a
mid-term
management plan for respective net sales, cost of sales and other elements, which comprise management’s projected future cash flows.
 
 
•
 
We evaluated the reasonableness of management’s significant assumptions regarding the revenue growth rate, which could have a significant impact on the fair value of the Medical Reporting Unit, by comparing the revenue growth rates to the expected market growth rate for each type of medical equipment included in the third-party industry reports.
 
 
•
 
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and selected discount rate by:
-Examining whether the valuation methodology used including the one to determine the discount rate was consistent with existing valuation practices that are both generally accepted in practice and recognized as appropriate in similar circumstances.
-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.
 
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/s/ Deloitte Touche Tohmatsu LLC
Tokyo, Japan
March 30, 2023
We have served as the Company’s auditor since 2020.
 
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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, 2022, based on criteria established in
Internal Control — Integrated Framework (2013)
 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, 2022, based on criteria established in
Internal Control — Integrated Framework (2013)
 issued by COSO.
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, 2022, of the Company and our report dated March 30, 2023, 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
Tokyo, Japan
March 30, 2023
 
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Canon Inc. and Subsidiaries
Consolidated Balance Sheets
 
 
  
December 31
 
 
  
2022
 
 
2021
 
 
  
 
 
 
 
 
 
  
(Millions of yen)
 
Assets
  
 
Current assets:
  
 
Cash and cash equivalents
(Notes 1 and 22)
  
 
362,101
 
 
 
 401,395
 
Short-term investments
(Notes 2 and 22)
  
 
10,905
 
 
 
 3,377
 
Trade receivables
(Note 3)
  
 
636,803
 
 
 
 522,432
 
Inventories
(Note 4)
  
 
808,312
 
 
 
 650,568
 
Current lease receivables
(Notes 1 and 6)
  
 
137,038
 
 
 
121,324
 
Prepaid expenses and other current assets
(Notes 15, 18 and 22)
  
 
215,990
 
 
 
 193,165
 
Allowance for credit losses
(Notes 3 and 6)
  
 
(15,235
) 
 
 
 (13,916
) 
    
 
 
    
 
 
  
Total current assets
  
 
2,155,914
 
 
 
 1,878,345
 
Noncurrent receivables
(Note 20)
  
 
12,996
 
 
 
 16,388
 
Investments
(Notes 2 and 22)
  
 
65,128
 
 
 
 60,967
 
Property, plant and equipment, net
(Note 5)
  
 
1,035,065
 
 
 
 1,041,403
 
Operating lease
right-of-use
assets
(Note 19)
  
 
117,843
 
 
 
 95,791
 
Intangible assets, net
(Notes 7 and 8)
  
 
280,995
 
 
 
 301,793
 
Goodwill
(Notes 7 and 8)
  
 
972,626
 
 
 
 953,850
 
Noncurrent lease receivables
(Notes 1 and 6)
  
 
279,332
 
 
 
225,300
 
Other assets
(Notes 11 and 12)
  
 
179,297
 
 
 
 179,420
 
Allowance for credit losses
(Note 6)
  
 
(3,666
) 
 
 
 (2,369
) 
    
 
 
    
 
 
  
Total assets
  
 
5,095,530
 
 
 
 4,750,888
 
    
 
 
    
 
 
  
Liabilities and equity
  
 
 
 
 
 
 
 
Current liabilities:
  
 
 
 
 
 
 
 
Short-term loans and current portion of long-term debt
(Notes 9 and 21)
  
 
296,384
 
 
 
 44,891
 
Short-term loans related to financial services
  
 
41,200
 
 
 
 42,300
 
Other short-term loans and current portion of long-term debt
  
 
255,184
 
 
 
 2,591
 
Trade payables
(Note 10)
  
 
355,930
 
 
 
 338,604
 
Accrued income taxes
(Note 12)
  
 
48,414
 
 
 
 43,081
 
Accrued expenses
(Notes 11 and 20)
  
 
365,847
 
 
 
 323,929
 
Current operating lease liabilities
(Note 19)
  
 
33,281
 
 
 
 30,945
 
Other current liabilities
(Notes 5, 15, 18 and 22)
  
 
265,497
 
 
 
 279,383
 
    
 
 
    
 
 
  
Total current liabilities
  
 
1,365,353
 
 
 
 1,060,833
 
Long-term debt, excluding current portion of long-term debt
(Notes 9 and 21)
  
 
2,417
 
 
 
 179,750
 
Accrued pension and severance cost
(Note 11)
  
 
189,215
 
 
 
 248,467
 
Noncurrent operating lease liabilities
(Note 19)
  
 
85,331
 
 
 
 65,385
 
Other noncurrent liabilities
(Notes 12 and 15)
  
 
104,184
 
 
 
 98,024
 
    
 
 
    
 
 
  
Total liabilities
  
 
1,746,500
 
 
 
 1,652,459
 
     
Equity:
  
 
 
 
 
 
 
 
Canon Inc. shareholders’ equity:
  
 
 
 
 
 
 
 
Common stock
  
 
 
 
 
 
 
 
Authorized
3,000,000,000
shares;
issued
1,333,763,464
shares in 2022 and 2021
  
 
174,762
 
 
 
 174,762
 
Additional
paid-in
capital
(Note 13)
  
 
404,838
 
 
 
 403,119
 
Legal reserve
(Note 13)
  
 
64,509
 
 
 
 68,015
 
Retained earnings
(Note 13)
  
 
3,664,735
 
 
 
 3,538,037
 
Accumulated other comprehensive income (loss)
(Note 14)
  
 
62,623
 
 
 
 (151,794
) 
Treasury stock, at cost;
318,250,096
shares in 2022 and
287,991,705
shares in 2021
  
 
(1,258,362
) 
 
 
 (1,158,366
) 
    
 
 
    
 
 
  
Total Canon Inc. shareholders’ equity
  
 
3,113,105
 
 
 
 2,873,773
 
Noncontrolling interests
  
 
235,925
 
 
 
 224,656
 
    
 
 
    
 
 
  
Total equity
  
 
3,349,030
 
 
 
 3,098,429
 
    
 
 
    
 
 
  
Total liabilities and equity
  
 
5,095,530
 
 
 
 4,750,888
 
 
 
 
 
 
 
 
 
 
 
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Table of Contents
Canon Inc. and Subsidiaries
Consolidated Statements of Income
 
    
Years ended December 31
  
    
2022
    
2021
    
2020
  
                    
    
(Millions of yen)
  
Net sales
(Notes 6,14,15 and 18)
                         
Products and Equipment
   
 
3,231,837
 
     2,804,680       2,489,829  
Services
   
 
799,577
 
     708,677       670,414  
    
 
 
    
 
 
    
 
 
  
    
 
4,031,414
 
     3,513,357       3,160,243  
Cost of sales
(Notes 5, 8, 11 and 19)
                         
Products and Equipment
   
 
1,828,555
 
     1,552,766       1,463,637  
Services
   
 
375,057
 
     332,799       320,738  
    
 
 
    
 
 
    
 
 
  
    
 
2,203,612
 
     1,885,565       1,784,375  
    
 
 
    
 
 
    
 
 
  
Gross profit
   
 
1,827,802
 
     1,627,792       1,375,868  
    
 
 
    
 
 
    
 
 
  
Operating expenses
(Notes 1, 5, 8, 11, 14, 16, 19 and 20)
:
                         
Selling, general and administrative expenses
   
 
1,167,673
 
     1,058,536       993,009  
Research and development expenses
   
 
306,730
 
     287,338       272,312  
    
 
 
    
 
 
    
 
 
  
    
 
1,474,403
 
     1,345,874       1,265,321  
    
 
 
    
 
 
    
 
 
  
Operating profit
   
 
353,399
 
     281,918       110,547  
Other income (deductions):
                         
Interest and dividend income
   
 
5,177
 
     2,232       2,923  
Interest expense
   
 
(1,046
) 
     (647 )      (854 ) 
Other, net
(Notes 1, 2, 7, 11, 14 and 18)
   
 
(5,090
) 
     19,203       17,664  
    
 
 
    
 
 
    
 
 
  
    
 
(959
) 
     20,788       19,733  
    
 
 
    
 
 
    
 
 
  
Income before income taxes
   
 
352,440
 
     302,706       130,280  
Income taxes
(Note 12)
   
 
92,356
 
     71,866       34,337  
    
 
 
    
 
 
    
 
 
  
Consolidated net income
   
 
260,084
 
     230,840       95,943  
Less: Net income attributable to noncontrolling interests
   
 
16,123
 
     16,122       12,625  
    
 
 
    
 
 
    
 
 
  
Net income attributable to Canon Inc.
   
 
243,961
 
     214,718       83,318  
    
 
 
    
 
 
    
 
 
  
   
    
(Yen)
  
Net income attributable to Canon Inc. shareholders per share
(Note 17)
:
                         
Basic
   
 
236.71
 
     205.35       79.37  
Diluted
   
 
236.63
 
     205.29       79.35  
 
12
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Table of Contents
Canon Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
 
    
Years ended December 31
  
    
2022
    
2021
    
2020
  
                    
    
(Millions of yen)
  
Consolidated net income
   
 
260,084
 
     230,840       95,943  
Other comprehensive income (loss), net of tax
(Note 14)
:
                         
Foreign currency translation adjustments
   
 
186,563
 
     120,439       (17,354 ) 
Net unrealized gains and losses on securities
   
 
(34
) 
     —       —  
Net gains and losses on derivative instruments
   
 
449
 
     (972 )      970  
Pension liability adjustments
   
 
29,897
 
     56,508       1,382  
    
 
 
    
 
 
    
 
 
  
    
 
216,875
 
     175,975       (15,002 ) 
    
 
 
    
 
 
    
 
 
  
Comprehensive income (loss)
   
 
476,959
 
     406,815       80,941  
Less: Comprehensive income attributable to noncontrolling interests
   
 
18,581
 
     19,102       13,961  
    
 
 
    
 
 
    
 
 
  
Comprehensive income (loss) attributable to Canon Inc.
   
 
458,378
 
     387,713       66,980  
    
 
 
    
 
 
    
 
 
  
 
12
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Table of Contents
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, 2019
     174,762       405,017       67,572       3,455,083       3,522,655       (308,442 )      (1,108,496 )      2,685,496       198,484       2,883,980  
Cumulative effects of accounting standard update – adoption of ASU
No. 2016-13
                             (159 )      (159 )                      (159 )      —       (159 ) 
Equity transactions with noncontrolling interests and other
             (316 )                              (9 )      (15 )      (340 )      1,091       751  
Dividends to Canon Inc. shareholders (120.00 yen per share)
                             (126,938 )      (126,938 )                      (126,938 )              (126,938 ) 
Dividends to noncontrolling interests
                                                                     (4,526 )      (4,526 ) 
Transfers to legal reserve
                     1,864       (1,864 )      —                       —               —  
Comprehensive income:
                                                                                
Net income
                             83,318       83,318                       83,318       12,625       95,943  
Other comprehensive income (loss), net of tax
(Note 14)
:
                                                                                
Foreign currency translation adjustments
                                             (17,355 )              (17,355 )      1       (17,354 ) 
Net unrealized gains and losses on securities
                                                                                
Net gains and losses on derivative instruments
                                             987               987       (17 )      970  
Pension liability adjustments
                                             30               30       1,352       1,382  
                                                           
 
 
    
 
 
    
 
 
  
Total comprehensive income (loss)
                                                             66,980       13,961       80,941  
                                                           
 
 
    
 
 
    
 
 
  
Repurchases and reissuance of treasury stock
             (81 )              (69 )      (69 )              (49,858 )      (50,008 )              (50,008 ) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2020
     174,762       404,620       69,436       3,409,371       3,478,807       (324,789 )      (1,158,369 )      2,575,031       209,010       2,784,041  
Equity transactions with noncontrolling interests and other
             (62 )                                              (62 )      1,725       1,663  
Dividends to Canon Inc. shareholders (85.00 yen per share)
                             (88,891 )      (88,891 )                      (88,891 )              (88,891 ) 
Dividends to noncontrolling interests
                                                                     (5,181 )      (5,181 ) 
Transfers to legal reserve
             (1,429 )      (1,421 )      2,850       1,429                       —               —  
Comprehensive income:
                                                                                
Net income
                             214,718       214,718                       214,718       16,122       230,840  
Other comprehensive income (loss), net of tax
(Note 14)
:
                                                                                
Foreign currency translation adjustments
                                             119,165               119,165       1,274       120,439  
Net unrealized gains and losses on securities
                                                                                
Net gains and losses on derivative instruments
                                             (994 )              (994 )      22       (972 ) 
Pension liability adjustments
                                             54,824               54,824       1,684       56,508  
                                                           
 
 
    
 
 
    
 
 
  
Total comprehensive income (loss)
                                                             387,713       19,102       406,815  
                                                           
 
 
    
 
 
    
 
 
  
Repurchases and reissuance of treasury stock
             (10 )              (11 )      (11 )              3       (18 )              (18 ) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2021
  
 
174,762
 
  
 
403,119
 
  
 
68,015
 
  
 
3,538,037
 
  
 
3,606,052
 
  
 
(151,794
) 
  
 
(1,158,366
) 
  
 
2,873,773
 
  
 
224,656
 
  
 
3,098,429
 
 
12
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Table of Contents
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
          
 
298
 
  
 
(4,538
) 
  
 
4,536
 
  
 
(2
)
 
                  
 
296
 
  
 
(1,151
) 
  
 
(855
) 
Dividends to Canon Inc. shareholders (115.00 yen per share)
                          
 
(119,326
) 
  
 
(119,326
) 
                  
 
(119,326
) 
          
 
(119,326
) 
Dividends to noncontrolling interests
                                                                  
 
(6,161
) 
  
 
(6,161
) 
Transfers to legal reserve
          
 
1,432
 
  
 
1,032
 
  
 
(2,464
) 
  
 
(1,432
) 
                  
 
—
 
          
 
—
 
Comprehensive income:
                                                                                
Net income
                          
 
243,961
 
  
 
243,961
 
                  
 
243,961
 
  
 
16,123
 
  
 
260,084
 
Other comprehensive income (loss), net of tax
(Note 14)
:
                                                                                
Foreign currency translation adjustments
                                          
 
185,768
 
          
 
185,768
 
  
 
795
 
  
 
186,563
 
Net unrealized gains and losses on securities
                                          
 
(34
) 
          
 
(34
) 
          
 
(34
) 
Net gains and losses on derivative instruments
                                          
 
466
 
          
 
466
 
  
 
(17
) 
  
 
449
 
Pension liability adjustments
                                          
 
28,217
 
          
 
28,217
 
  
 
1,680
 
  
 
29,897
 
                                                           
 
 
    
 
 
    
 
 
  
Total comprehensive income (loss)
                                                          
 
458,378
 
  
 
18,581
 
  
 
476,959
 
                                                           
 
 
    
 
 
    
 
 
  
Repurchases and reissuance of treasury stock
          
 
(11
) 
          
 
(9
) 
  
 
(9
) 
          
 
(99,996
) 
  
 
(100,016
) 
          
 
(100,016
) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2022
  
 
174,762
 
  
 
404,838
 
  
 
64,509
 
  
 
3,664,735
 
  
 
3,729,244
 
  
 
62,623
 
  
 
(1,258,362
) 
  
 
3,113,105
 
  
 
235,925
 
  
 
3,349,030
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
See accompanying Notes to Consolidated Financial Statements.
 
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Table of Contents
Canon Inc. and Subsidiaries
Consolidated Statements of Cash Flows
 
 
  
Years ended December 31
 
 
  
2022
 
 
2021
 
 
2020
 
 
  
(Millions of yen)
 
Cash flows from operating activities:
  
 
 
Consolidated net income
   
 
260,084
 
     230,840       95,943  
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
                         
Depreciation and amortization
   
 
    226,492
 
         221,246           227,825  
(Gain) loss on disposal of fixed assets
   
 
(6,458
) 
     7,745       4,326  
Deferred income taxes
   
 
(7,800
) 
     (9,826 )      (15,542 ) 
(Increase) decrease in trade receivables
   
 
(78,203
) 
     44,678       15,120  
(Increase) decrease in inventories
   
 
(108,510
) 
     (61,017 )      16,075  
(Increase) decrease in lease receivables (
Notes 1 and 6
)
   
 
(30,379
) 
     (1,075 )      10,230  
Increase (decrease) in trade payables
   
 
3,293
 
     52,138       (4,636 ) 
Increase in accrued income taxes
   
 
3,472
 
     24,017       43  
Increase (decrease) in accrued expenses
   
 
23,407
 
     (8,673 )      (16,413 ) 
Decrease in accrued pension and severance cost
   
 
(42,580
) 
     (41,477 )      (16,601 ) 
Other, net
   
 
19,785
 
     (7,568 )      17,435  
    
 
 
    
 
 
    
 
 
  
Net cash provided by operating activities
   
 
262,603
 
     451,028       333,805  
Cash flows from investing activities:
                         
Purchases of fixed assets
(Note 5)
   
 
(188,527
) 
     (177,350 )      (164,719 ) 
Proceeds from sale of fixed assets
(Note 5)
   
 
14,733
 
     3,796       7,815  
Purchases of
held-to-maturity
securities
   
 
—
 
     (2,216 )      —  
Proceeds from maturity of held to maturity securities
   
 
2,151
 
     —       —  
Purchases of securities
   
 
(21,558
) 
     (2,162 )      (592 ) 
Proceeds from sale and maturity of securities
   
 
7,680
 
     1,714       558  
Acquisitions of businesses, net of cash acquired
(Note 7)
   
 
(5,890
) 
     (31,751 )      (127 ) 
Other, net
   
 
10,591
 
     713       1,626  
    
 
 
    
 
 
    
 
 
  
Net cash used in investing activities
   
 
(180,820
) 
     (207,256 )      (155,439 ) 
Cash flows from financing activities:
                         
Proceeds from issuance of long-term debt
(Note 9)
   
 
300
 
     175,100       2,100  
Repayments of long-term debt
(Note 9)
   
 
(122,067
) 
     (347,029 )      (11,095 ) 
(Decrease) increase in short-term loans related to financial services, net 
(Note 9)
   
 
(1,100
) 
     (2,700 )      5,100  
Increase (decrease) in other short-term loans, net
(Note 9)
   
 
197,826
 
     (175 )      542  
Transaction with noncontrolling interests
   
 
3,700
 
     1,527       1,376  
Dividends paid
   
 
(119,326
) 
     (88,891 )      (126,938 ) 
Repurchases and reissuance of treasury stock, net
   
 
(100,016
) 
     (17 )      (50,008 ) 
Other, net
   
 
(6,161
) 
     (5,181 )      (4,526 ) 
    
 
 
    
 
 
    
 
 
  
Net cash used in financing activities
   
 
(146,844
) 
     (267,366 )      (183,449 ) 
Effect of exchange rate changes on cash and cash equivalents
   
 
25,767
 
     17,305       (47 ) 
    
 
 
    
 
 
    
 
 
  
Net change in cash and cash equivalents
   
 
(39,294
) 
     (6,289 )      (5,130 ) 
Cash and cash equivalents at beginning of year
   
 
401,395
 
     407,684       412,814  
    
 
 
    
 
 
    
 
 
  
Cash and cash equivalents at end of year
   
 
362,101
 
     401,395       407,684  
    
 
 
    
 
 
    
 
 
  
Supplemental disclosure for cash flow information:
                         
Cash paid during the year for:
                         
Interest
   
 
994
 
     599       1,028  
Income taxes
   
 
102,579
 
     71,573       45,471  
See accompanying Notes to Consolidated Financial Statements.
 
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Table of Contents
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. Canon reports in four reportable segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial Business Unit with Others and Corporate. 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, MR systems, network cameras, video management software, video content analytics software, digital camcorders, digital cinema cameras, broadcast equipment and 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 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 and die bonders. Others consist mainly of 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 areas. Further segment information is described in Note 23.
Canon sells laser printers on an OEM basis to HP Inc.; such sales constituted 12.0%, 11.6% and 11.4% of consolidated net sales for the years ended December 31, 2022, 2021 and 2020, 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 changed the presentation of “Current lease receivables” separated from “Prepaid expenses and other current assets” and “Noncurrent lease receivables” separated from “Other assets” in the consolidated balance sheets from 2022. Consolidated balance sheet for the year ended December 31, 2021 has also been reclassified.
Canon has also reclassified certain items in the consolidated statements of cash flows for the year ended December 31, 2021 and 2020 to conform to the current year’s presentation.
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
  
Basis of Presentation and Significant Accounting Policies (continued)
 
(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 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, actual results and outcomes of the Company may differ from management’s estimates and assumptions due to pandemic, geopolitical risk and economic slowdown including impacts of rising inflation.
 
(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 ¥34,772 million, ¥21,746 million and ¥4,451 million for the years ended December 31, 2022, 2021 and 2020, respectively.
 
(f)
Cash Equivalents
All highly liquid investments acquired with original maturities of three months or less are considered to be cash equivalents. Certain debt securities with original maturities of less than three months, classified as
available-for-sale
debt securities of ¥
627 million and ¥500
 million at December 31, 2022 and 2021, respectively, are included in cash and cash equivalents in the consolidated balance sheets.
 
(g)
Investments
Investments consist primarily of time deposits with original maturities of more than three months, debt and equity securities and investments in affiliated companies.
Canon classifies investments in debt securities as
held-to-maturity
debt securities and
available-for-sale
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.
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
  
Basis of Presentation and Significant Accounting Policies (continued)
 
(g)
Investments (continued)
 
Available-for-sale
debt securities and equity securities with readily determinable fair value that are not accounted for under the equity method are recorded at fair value which is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate. The changes in fair value for equity securities are included in other, net in the consolidated statements of income. The changes in fair value for
available-for-sale
debt securities are included in net unrealized gains and losses on securities in the consolidated statements of comprehensive income.
Held-to-maturity
debt securities are recorded at amortized cost. The fair values of
held-to-maturity
debt securities are mainly measured at the quoted market price.
Available-for-sale
debt securities are regularly reviewed for other-than-temporary declines in the carrying amount based on criteria that include the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and Canon’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. For
available-for-sale
debt securities for which the declines are deemed to be other-than-temporary and there is no intent to sell, the impairment is separated into the amount related to credit loss, which is recognized in earnings and the amount related to all other factors is recognized in other comprehensive income (loss). For
available-for-sale
debt securities for which the declines are deemed to be other-than-temporary and there is an intent to sell, the impairment in its entirety is recognized in earnings. Canon recognizes an impairment loss to the extent the cost basis of the investment exceeds the fair value of the investment.
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
lease
receivables is maintained for all customers based on ASC 326 “Financial Instruments—Credit Losses”, based on historical experiences of credit losses and reasonable and supportable forecasts. An additional reserve for individual accounts is recorded when Canon becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. When all collection options are exhausted including legal recourse, the accounts or portions thereof are deemed to be uncollectable and charged against the allowance.
 
(i)
Inventories
Inventories are stated at the lower of cost or 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.

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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
  
Basis of Presentation and Significant Accounting Policies (continued)
 
(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.
Gains and losses from the sale of property, plant and equipment are included in selling, general and administrative expenses in the consolidated statements of income.

(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
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 a period of generally
2 years to 50 years.
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 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.
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
  
Basis of Presentation and Significant Accounting Policies (continued)
(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 7 years to 21 years, license fees are 8 years, and customer relationships are from 10 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, either developed or acquired, for marketing purposes.
 
(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 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.
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
 
Basis of Presentation and Significant Accounting Policies (continued)
 
(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
Can
on 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 mainly through the sale of products of the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial 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 ¥45,986 million, ¥36,812 million and ¥31,273 million for the years ended December 31, 2022, 2021 and 2020, respectively.
 
(u)
Shipping and Handling Costs
Shipping and handling costs totaled ¥62,126 million, ¥53,347 million and ¥47,721 million for the years ended December 31, 2022, 2021 and 2020, 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 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
 
13
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
  
Basis of Presentation and Significant Accounting Policies (continued)
 
(v)
Derivative Financial Instruments (continued)
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
Recently adopted accounting guidance
In November 2021, Accounting Standards Update (“ASU”)
No. 2021-10,
“Disclosures by Business Entities about Government
Assistance”-ASC
832 (“Government Assistance”), was issued by the Financial Accounting Standards Board (“FASB”). The standard requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The disclosures shall include; (1) information about natures of the transactions and related accounting policies used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. Canon adopted the standard from the end of the year beginning January 1, 2022. The adoption of this standard did not have a material impact on its disclosure.
Recently issued accounting guidance not yet adopted
In October 2021, ASU
No. 2021-08,
“Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers”-ASC
805 (“Business Combinations”), was issued by FASB. The standard requires us to apply ASC 606 “Revenue from Contracts with Customers” to recognize and measure contract assets and contract liabilities acquired in a business combination. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. Canon is currently evaluating the adoption date and the effect that the adoption of the standard will have on its consolidated results of operations and financial condition.
In March 2022, ASU
No. 2022-02,
“Troubled Debt Restructurings and Vintage
Disclosures”-ASC
326 (“Credit Losses”), was issued by FASB. The standard requires us to expand disclosures for certain loan
re-financings
and restructurings, and requires current-period gross write-offs by year of origination for financing receivables and net investments in leases. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of this standard is not expected to have a material impact its consolidated results of operation and financial condition.
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
1.
 
Basis of Presentation and Significant Accounting Policies (continued)
 
(x)
Recent Accounting Guidance (continued)
In September 2022, ASU No. 2022-04, “
Disclosure
of Supplier Finance Program Obligations”-ASC 405-50 (“Liabilities - Supplier Finance Programs”), was issued by FASB. The standard requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The standard’s requirements to disclose the key terms of the programs and information about obligations outstanding are effective for interim and annual reporting periods beginning after December 15, 2022. The standard’s requirement to disclose a rollforward of obligations outstanding is effective for annual reporting periods beginning after December 15, 2023. Canon is currently evaluating the effect that the adoption of the standard will have on its disclosure information. Canon does not expect the adoption of the standard will have an effect on its consolidated results of operation and financial condition.
 
2.
 
Investments
There were no
held-to-maturity
debt securities as of December 31, 2022.
Held-to-maturity
debt securities included in short-term investments in the accompanying consolidated balance sheet were ¥2,164 million at December 31, 2021.
The cost, gross unrealized holding gains, gross unrealized holding losses and fair value for
available-for-sale
debt securities included in short-term investments and investments by major security type at December 31, 2022 are as follows:
 
    
December 31, 2022
  
    
Cost
     
Gross
unrealized
holding
gains
     
Gross
unrealized
holding
losses
     
Fair
value
  
                             
    
Millions of yen
  
Current:                                    
Corporate bonds
      9,277               35               11        9,301  
    
 
 
     
 
 
     
 
 
     
 
 
  
Noncurrent:                                    
Corporate bonds
      4,850        —        65        4,785  
    
 
 
     
 
 
     
 
 
     
 
 
  
       14,127        35        76        14,086  
    
 
 
     
 
 
     
 
 
     
 
 
  
There were no
available-for-sale
debt securities included in short-term investments and investments at December 31, 2021.
Maturities of
available-for-sale
debt securities included in short-term investments and investments in the accompanying consolidated balance sheets at December 31, 2022 are as follows:
 
    
Fair value
  
        
    
Millions of yen
  
Due within one year
      9,301  
Due after one year through five years
      4,785  
    
 
 
  
Total
      14,086  
    
 
 
  
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
2.
 
Investments (continued)
 
The unrealized and realized gains and losses related to equity securities for the years ended December 31, 2022, 2021 and 2020 are as follows:
 
 
  
Years ended December 31
 
 
  
2022
 
 
2021
 
  
2020
 
 
  
 
 
 
 
 
  
 
 
 
  
(Millions of yen)
 
Net gains (losses) recognized during the period on equity securities
   
 
(6,267
) 
             8,958                1,959  
Less: Net gains (losses) recognized during the period on equity securities sold during the period
   
 
           117
     
     467        477  
    
 
 
    
 
 
     
 
 
  
Unrealized gains (losses) recognized during the period on equity securities still held at December 31
   
 
(6,384
) 
           8,491              1,482  
    
 
 
    
 
 
     
 
 
  
The carrying amount of
non-marketable
equity securities without readily determinable fair value totaled ¥6,808 million and ¥6,661 million at December 31, 2022 and 2021, respectively. The impairment or other adjustments resulting from observable price changes recorded during the years ended December 31, 2022 and 2021 were not significant.
Time deposits with original maturities of more than three months are ¥1,604 million and ¥1,213 million at December 31, 2022 and 2021, 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
 
 
  
2022

Ownership

percentage
 
 
2022
 
  
2021
 
 
  
 
 
 
 
 
  
 
 
 
  
(Millions of yen, except percentage data)
 
Canon Korea Inc.
   
 
             50
% 
  
 
      14,073
 
            11,627  
Others
   
 
—
 
  
 
14,428
 
      10,398  
    
 
 
    
 
 
     
 
 
  
    
 
—
 
  
 
28,501
 
      22,025  
    
 
 
    
 
 
     
 
 
  
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 ¥2,174
million and
¥1,396 million for the year ended December 31, 2022 and 2021, respectively, and losses of ¥994 million for the years ended December 31, 2020.
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
3.
  
Trade Receivables
Trade receivables are summarized as follows:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Notes
   
 
30,535
 
           28,616  
Accounts
   
 
606,268
 
     493,816  
    
 
 
    
 
 
  
Trade receivables
   
 
636,803
 
     522,432  
    
 
 
    
 
 
  
Less allowance for credit losses
   
 
(13,305
) 
     (12,494 ) 
    
 
 
    
 
 
  
    
 
    623,498
  
         509,938   
    
 
 
    
 
 
  
 
4.
  
Inventories
Inventories are summarized as follows:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Finished goods
   
 
486,826
  
     395,381   
Work in process
   
 
253,026
 
     199,153  
Raw materials
   
 
68,460
 
     56,034  
    
 
 
    
 
 
  
    
 
    808,312
  
         650,568   
    
 
 
    
 
 
  
 
5.
  
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and are summarized as follows:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Land
   
 
275,261
  
     276,306   
Buildings
   
 
1,760,058
 
     1,728,811  
Machinery and equipment
   
 
1,893,745
 
     1,849,271  
Construction in progress
   
 
60,914
 
     43,283  
Finance lease
right-of-use
assets
   
 
7,315
 
     6,533  
    
 
 
    
 
 
  
Cost
   
 
3,997,293
 
     3,904,204  
Less accumulated depreciation
   
 
(2,962,228
) 
     (2,862,801 ) 
    
 
 
    
 
 
  
Property, plant and equipment, net
   
 
1,035,065
 
     1,041,403  
    
 
 
    
 
 
  
Depreciation expense for the years ended December 
31
,
2022
,
2021
and
2020
was ¥
162,841
 million, ¥
156,333
 million and ¥
162,733
 million, respectively.
Amounts due for purchases of property, plant and equipment were ¥24,745 million and ¥29,562 million at December 31, 2022 and 2021, 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.
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
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
 
 
  
2022
 
 
2021
 
 
2020
 
 
  
 
 
 
 
 
 
 
 
 
  
(Millions of yen)
 
Lease income – sales-type and direct financing leases
  
 
 
Revenue at lease commencement
   
 
122,941
 
     84,895  
 
 
92,133
 
Interest income on lease receivables
   
 
20,919
 
     18,351  
 
 
18,594
 
    
 
 
    
 
 
  
 
 
 
 
    
 
143,860
 
     103,246  
 
 
110,727
 
Lease income – operating leases
   
 
34,798
 
     27,122  
 
 
23,878
 
Variable lease income
   
 
5,606
 
     5,277  
 
 
5,343
 
    
 
 
    
 
 
  
 
 
 
 
    
 
    184,264
  
         135,645   
 
 
    139,948
 
    
 
 
    
 
 
  
 
 
 
 
Lease Receivables
Lease 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. Lease receivables within one year and more than one year are presented in current lease receivables and noncurrent lease receivables in the accompanying consolidated balance sheets, respectively. The components of the lease receivables are as follows:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Total minimum lease payments receivable
   
 
    442,870
 
         366,051  
Unguaranteed residual values
   
 
13,560
 
     12,192  
Executory costs
   
 
—
 
     —  
Unearned income
   
 
(40,060
) 
     (31,619 ) 
    
 
 
    
 
 
  
    
 
416,370
 
     346,624  
Less allowance for credit losses
   
 
(5,596
) 
     (3,791 ) 
    
 
 
    
 
 
  
    
 
410,774
 
     342,833  
Less current portion
   
 
(135,108
) 
     (119,902 ) 
    
 
 
    
 
 
  
    
 
275,666
 
     222,931  
    
 
 
    
 
 
  
Allowance for Credit Losses
The activities in the allowance for credit losses are as follows:
 
    
Years ended December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Balance at beginning of year
   
 
3,791
 
     3,068  
Write-offs
   
 
(3,605
) 
     (2,157 ) 
Provision
   
 
3,769
 
     2,331  
Translation adjustments and other
   
 
1,641
 
     549  
    
 
 
    
 
 
  
Balance at end of year
   
 
        5,596
 
             3,791  
    
 
 
    
 
 
  
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
6.
 
Lessor Accounting (continued)
Allowance for Credit Losses (continued)
 
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 lease receivables is evaluated collectively based on historical experiences of credit losses and reasonable and supportable forecasts. 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. Lease receivables which are past due or individually evaluated for impairment at December 31, 2022 and 2021 are not significant.
Equipment leased to customers
The cost of equipment leased to customers under operating leases included in property, plant and equipment, net at December 31, 2022 and 2021 was ¥151,858 million and ¥143,160 million, respectively. Accumulated depreciation on equipment under operating leases at December 31, 2022 and 2021 was ¥93,215 million and ¥87,879 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, 2022.
 
    
Financing
leases
    
Operating
leases
  
              
    
(Millions of yen)
  
Year ending December 31:
                 
2023
      152,187       13,236  
2024
      119,567       8,106  
2025
      85,578       5,305  
2026
      53,864       2,539  
2027
      23,266       1,657  
Thereafter
      8,408       497  
    
 
 
    
 
 
  
           442,870              31,340   
    
 
 
    
 
 
  
Information about transferring lease receivables
Canon has syndication arrangements to sell its entire interests in lease 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.” There were
no
 significant transfers of lease receivables for the year ended December 31, 2022 and 2021 while the transfers of lease receivables for the year ended December 31, 2020 were ¥19,185 million. The amount that remained uncollected was ¥
13,077
 million and ¥
23,984
 million at December 31, 2022 and 2021, respectively. Cash proceeds from the transactions are included in (Increase) decrease in lease receivables 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, 2022 and 2021. Canon also retains limited recourse obligations which cover credit defaults. The recourse obligations were not significant at December 31, 2022 and 2021.
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
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 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 on 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
   
 
4,043
 
Intangible assets
   
 
8,955
 
Goodwill
   
 
28,826
 
Others
   
 
389
 
    
 
 
  
Assets acquired
   
 
42,213
 
Liabilities assumed
   
 
5,350
 
    
 
 
  
Net assets acquired
   
 
36,863
 
    
 
 
  
The intangible assets acquired are composed by ¥8,929 million of technical assets and ¥26 million of other intangible assets, and
are
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.

 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
8.
 
Goodwill and Other Intangible Assets
Intangible assets subject to amortization acquired during the year ended December 31, 2022, including those recorded from businesses acquired, totaled ¥26,698 million, which primarily consist of software of ¥26,342 million. The weighted average amortization periods for intangible assets in total acquired during the year ended December 31, 2022 are approximately 5 years. The weighted average amortization period for software acquired during the year ended December 31, 2022 is approximately 5 years.
Intangible assets subject to amortization acquired during the year ended December 31, 2021, including those recorded from business 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 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.
The components of intangible assets subject to amortization at December 31, 2022 and 2021 were as follows:
 
 
  
December 31, 2022
 
  
December 31, 2021
 
 
  
Gross
carrying
amount
 
  
Accumulated
amortization
 
  
Gross
carrying
amount
 
  
Accumulated
amortization
 
 
  
(Millions of yen)
 
Software
   
 
428,693
 
   
 
327,568
 
      399,331        300,905  
Customer relationships
   
 
161,424
 
   
 
70,900
 
      158,513        59,465  
Patents and developed technology
   
 
140,136
 
   
 
84,020
 
      133,923        70,795  
Trademarks
   
 
46,122
 
   
 
24,446
 
      45,726        21,350  
License fees
   
 
12,139
 
   
 
6,972
 
      16,881        10,098  
Other
   
 
15,251
 
   
 
10,959
 
      18,765        10,521  
    
 
 
     
 
 
     
 
 
     
 
 
  
    
 
803,765
 
   
 
524,865
 
      773,139        473,134  
    
 
 
     
 
 
     
 
 
     
 
 
  
Aggregate amortization expense for the years ended December 31, 2022, 2021 and 2020 was ¥63,651 million, ¥64,913 million and ¥65,092 million, respectively. Estimated amortization expense for intangible assets currently held for the next five years ending December 31 is ¥54,644 million in 2023, ¥45,139 million in 2024, ¥38,081 million in 2025, and ¥31,478 million in 2026, and ¥21,918 million in 2027.
Intangible assets not subject to amortization other than goodwill at December 31, 2022 and 2021 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.
 
14
5
Table of Contents
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, 2022 and 2021 were as follows:
 
 
  
Year ended December 31, 2022
 
 
  
Printing
 
 
Imaging
 
 
Medical
 
 
Industrial*
 
 
Others and
Corporate*
 
 
Total
 
 
  
(Millions of yen)
 
Goodwill – gross
   
 
146,025
 
  
 
293,749
 
  
 
537,183
 
  
 
9,512
 
  
 
         706
 
  
 
987,175
 
Accumulated impairment losses
   
 
(33,325
) 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
(33,325
) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at beginning of year
   
 
112,700
 
  
 
293,749
 
  
 
537,183
 
  
 
9,512
 
  
 
706
 
  
 
953,850
 
Goodwill acquired during the year
   
 
1,114
 
  
 
—
 
  
 
947
 
  
 
—
 
  
 
—
 
  
 
2,061
 
Translation adjustments and other
   
 
7,624
 
  
 
3,076
 
  
 
4,565
 
  
 
1,463
 
  
 
(13
) 
  
 
16,715
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Goodwill – gross
   
 
157,561
 
  
 
296,825
  
  
 
542,695
  
  
 
 10,975
  
  
 
693
  
  
 
1,008,749
 
Accumulated impairment losses
   
 
(36,123
) 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
(36,123
) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at end of year
   
 
121,438
 
  
 
296,825
 
  
 
542,695
 
  
 
10,975
 
  
 
693
 
  
 
972,626
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
 
  
Year ended December 31, 2021
 
 
  
Printing
 
 
Imaging
 
 
Medical
 
 
Industrial*
 
 
Others and
Corporate*
 
 
Total
 
 
  
(Millions of yen)
 
Goodwill – gross
      142,185       289,999       506,513       8,559                724       947,980  
Accumulated impairment losses
      (32,416 )      —       —       —       —       (32,416 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at beginning of year
      109,769       289,999       506,513       8,559       724       915,564  
Goodwill acquired during the year
      —       —       28,826       —       —       28,826  
Translation adjustments and other
      2,931       3,750       1,844       953       (18 )     9,460  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Goodwill – gross
      146,025       293,749        537,183        9,512       706           987,175  
Accumulated impairment losses
      (33,325 )      —       —       —       —       (33,325 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at end of year
      112,700       293,749       537,183        9,512        706       953,850  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
*
Based on the realignment of Canon’s internal management structure, from 2022,
Canon
has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and eliminations to Industrial Business Unit, Others and Corporate and Eliminations. Changes in the carrying amounts of goodwill by segment for the fiscal year ended December 31, 2021 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, 2022 and 2021 were ¥41,200 million and ¥42,300 million, and other short-term loans consisting of bank borrowings were ¥200,012 million and ¥1,301 million respectively. The weighted average interest rate on short-term borrowings outstanding at December 31, 2022 and 2021 were 0.14% and 0.19%, respectively. Unused overdraft facilities at December 31, 2022 were ¥550,000 million. The overdraft facilities bear interest at a rate equal to a base rate plus a spread.

14
6
Table of Contents
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
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Loan from banks; bearing
interest rates
 
of 0.22% at December 31, 2022 and 0.21% at December 31, 2021 *1
   
 
54,000
 
     174,000  
Other debt *2
   
 
3,589
 
     7,040  
    
 
 
    
 
 
  
    
 
   57,589
 
     181,040  
Less current portion
   
 
(55,172
) 
     (1,290 ) 
    
 
 
    
 
 
  
    
 
2,417
 
     179,750  
    
 
 
    
 
 
  
 
*1
During the year ended December 31, 2022, Canon prepaid ¥120,000 million of the outstanding loan under the unsecured revolving credit facility contracts which had expiration date in December 2023. The outstanding loans under the credit facilities are ¥54,000 million at a floating interest of 0.22% and Canon has no unused credit facilities as of
December 31, 2022
.
 
*2
Other debt consisted of Bank loans and finance lease obligations as of December 31, 2022 and 2021.
The aggregate annual maturities of long-term debt outstanding at December 31, 2022 were as follows:
 

    
(Millions of yen)
  
Year ending December 31:
         
2023
      55,172  
2024
      817  
2025
      597  
2026
      392  
2027
      364  
Thereafter
      247  
    
 
 
  
                   57,589  
    
 
 
  
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 shall 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
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Notes
   
 
82,702
 
     82,243  
Accounts
   
 
273,228
  
     256,361   
    
 
 
    
 
 
  
    
 
 355,930
 
      338,604  
    
 
 
    
 
 
  
 
14
7
Table of Contents
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.
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:
Actuarial gains in the projected benefit obligation in 2022 were primarily the result of an increase in the discount rate.
 
    
Japanese plans
    
Foreign plans
  
    
December 31
    
December 31
  
    
2022
    
2021
    
2022
    
2021
  
                          
    
(Millions of yen)
    
(Millions of yen)
  
Change in benefit obligations:
                                 
Projected benefit obligations at beginning of year
   
 
909,634
 
     911,121    
 
476,230
 
      477,337  
Service cost
   
 
29,063
 
     30,194    
 
7,551
 
     3,827  
Interest cost
   
 
4,851
 
     4,815    
 
7,301
 
     5,965  
Plan participants’ contributions
   
 
—
 
     —    
 
741
 
     658  
Actuarial (gain) loss
   
 
(101,222
) 
     2,935    
 
(158,318
) 
     (21,133 ) 
Benefits paid
   
 
(46,055
) 
     (39,390 )   
 
(19,420
) 
     (13,471 ) 
Plan amendments
   
 
(44
) 
     (41 )   
 
608
 
     (10,617 ) 
Curtailments and settlements
   
 
(1,478
) 
     —    
 
(1,669
) 
     (682 ) 
Foreign currency exchange rate changes
   
 
—
 
     —    
 
30,679
 
     34,346  
    
 
 
    
 
 
    
 
 
    
 
 
  
Projected benefit obligations at end of year
   
 
794,749
 
     909,634    
 
343,703
 
     476,230  
Change in plan assets:
                                 
Fair value of plan assets at beginning of year
   
 
756,743
 
     724,039    
 
394,912
 
     321,713  
Actual return on plan assets
   
 
(50,994
) 
     52,688    
 
(135,292
) 
     24,024  
Employer contributions
   
 
13,400
 
     11,652    
 
18,305
 
     32,130  
Plan participants’ contributions
   
 
—
 
     —    
 
741
 
     658  
Benefits paid
   
 
(35,321
) 
     (31,636 )   
 
(19,420
) 
     (13,471 ) 
Settlements
   
 
—
 
     —    
 
(106
) 
     1,743  
Foreign currency exchange rate changes
   
 
—
 
     —    
 
29,411
 
     28,115  
    
 
 
    
 
 
    
 
 
    
 
 
  
Fair value of plan assets at end of year
   
 
683,828
 
     756,743    
 
288,551
 
     394,912  
    
 
 
    
 
 
    
 
 
    
 
 
  
Funded status at end of year
   
 
(110,921
) 
     (152,891 )   
 
(55,152
) 
     (81,318 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Amounts recognized in the consolidated balance sheets at December 31, 2022 and 2021 are as follows:
 
    
Japanese plans
    
Foreign plans
  
    
December 31
    
December 31
  
    
2022
    
2021
    
2022
    
2021
  
                          
    
(Millions of yen)
    
(Millions of yen)
  
Other assets
   
 
   7,469
 
     2,911    
 
  18,442
 
        13,596  
Accrued expenses
   
 
(1,461
) 
     (1,208 )   
 
(1,308
) 
     (1,041 ) 
Accrued pension and severance cost
   
 
(116,929
) 
     (154,594 )   
 
  (72,286
) 
     (93,873 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
    
 
(110,921
) 
     (152,891 )   
 
(55,152
) 
     (81,318 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
14
8

Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
11.
  
Employee Retirement and Severance Benefits (continued)
 
Amounts recognized in accumulated other comprehensive income (loss) at December 31, 2022 and 2021 before the effect of income taxes are as follows:
 
    
Japanese plans
    
Foreign plans
  
    
December 31
    
December 31
  
    
2022
    
2021
    
2022
    
2021
  
                          
    
(Millions of yen)
    
(Millions of yen)
  
Actuarial loss
   
 
123,711
 
     156,028    
 
92,620
 
     104,647  
Prior service credit
   
 
(13,662
 )
 
       (20,371 )   
 
    (8,597
 )
 
     (10,319 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
    
 
 110,049
  
     135,657     
 
 84,023
  
        94,328   
    
 
 
    
 
 
    
 
 
    
 
 
  
The accumulated benefit obligation for all defined benefit plans was as follows:
 
    
Japanese plans
    
Foreign plans
  
    
December 31
    
December 31
  
    
2022
    
2021
    
2022
    
2021
  
                          
    
(Millions of yen)
    
(Millions of yen)
  
Accumulated benefit obligation
   
 769,140
  
  
      883,462     
 
 329,843
  
      462,306   
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
  
    
2022
    
2021
    
2022
    
2021
  
                          
    
(Millions of yen)
    
(Millions of yen)
  
Plans with projected benefit obligations in excess of plan assets:
                                 
Projected benefit obligations
   
 
765,781
 
     895,898    
 
340,589
 
     473,860  
Fair value of plan assets
   
 
650,680
 
     739,581    
 
283,701
 
     391,054  
Plans with accumulated benefit obligations in excess of plan assets:
                                 
Accumulated benefit obligations
   
 
740,658
 
     870,314    
 
321,630
 
     455,164  
Fair value of plan assets
   
 
 650,680
  
      739,581     
 
 277,541
  
      386,223   
 
14
9

Table of Contents
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, 2022, 2021 and 2020 consisted of the following components:
 
    
Japanese plans
    
Foreign plans
  
    
Years ended December 31
    
Years ended December 31
  
    
2022
    
2021
    
2020
    
2022
    
2021
    
2020
  
                                      
    
(Millions of yen)
    
(Millions of yen)
  
Service cost
   
 
29,063
 
     30,194       30,604    
 
7,551
 
     3,827       5,303  
Interest cost
   
 
4,851
 
     4,815       4,064    
 
7,301
 
     5,965       6,087  
Expected return on plan assets
   
 
(23,161
 )
 
     (21,618 )      (21,013 )   
 
(17,001
) 
     (15,221 )      (12,006 ) 
Amortization of prior service credit
   
 
(6,743
 )     (8,303 )      (8,732 )   
 
(1,114
 )     (818 )      (675 ) 
Amortization of actuarial loss
   
 
5,230
 
     8,768       12,401    
 
5,989
 
     7,341       6,122  
(Gain) loss on curtailments and settlements
   
 
(666
 )
 
     —       —    
 
(627
) 
     —       236  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
    
 
     8,574
  
        13,856           17,324     
 
     2,099
  
          1,094             5,067   
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
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, 2022, 2021 and 2020 are summarized as follows:
 
    
Japanese plans
    
Foreign plans
  
    
Years ended December 31
    
Years ended December 31
  
    
2022
    
2021
    
2020
    
2022
    
2021
    
2020
  
                                      
    
(Millions of yen)
    
(Millions of yen)
  
Current year actuarial (gain) loss
   
 
(27,067
) 
     (28,135 )      (26,479 )   
 
(6,024
) 
     (29,936 )      31,296  
Current year prior service credit
   
 
(44
) 
     (41 )      (859 )   
 
608
 
     (10,617 )      (1,463 ) 
Amortization of actuarial loss
   
 
(5,230
 )
 
     (8,768 )      (12,401 )   
 
(5,989
) 
     (7,341 )      (6,122 ) 
Amortization of prior service credit
   
 
      6,743
 
          8,303            8,732    
 
     1,114
 
             818               675  
Curtailments and settlements
   
 
(10
) 
     —       —    
 
(14
) 
     (531 )      (966 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
    
 
(25,608
 )
 
     (28,641 )      (31,007 )   
 
(10,305
 )
 
     (47,607 )      23,420   
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Assumptions
Weighted-average assumptions used to determine benefit obligations are as follows:
 
    
Japanese plans
    
Foreign plans
  
    
December 31
    
December 31
  
    
2022
    
2021
    
2022
    
2021
  
Discount rate
   
 
1.2
% 
     0.5 %   
 
4.1
% 
     1.5 % 
Assumed rate of increase in future compensation levels
   
 
         2.6
% 
              2.6 %   
 
         2.5
% 
              0.7 % 
Interest crediting rate for cash balance plans
   
 
1.8
% 
     1.9 %   
 
1.0
% 
     1.0 % 
 
1
50
Table of Contents
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
  
    
2022
    
2021
    
2020
    
2022
    
2021
    
2020
  
Discount rate
   
 
0.5
% 
     0.5 %      0.5 %   
 
1.5
% 
     1.5 %      1.6 % 
Assumed rate of increase in future compensation levels
   
 
2.6
% 
     2.6 %      2.6 %   
 
0.7
% 
     0.9 %      1.0 % 
Expected long-term rate of return on plan assets
   
 
3.1
% 
     3.0 %      3.0 %   
 
5.7
% 
     4.4 %      4.8 % 
Interest crediting rate for cash balance plans
   
 
1.9
% 
     1.9 %      1.9 %   
 
1.0
% 
     1.0 %      1.0 % 
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 which comprises 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 30% is invested in equity securities, approximately 45% 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 15% is invested in equity securities, approximately 35% 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, 2022 and 2021.
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
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
11.
  
Employee Retirement and Severance Benefits (continued)
Plan assets (continued)
 
payments to covered participants. With respect to investments in foreign financial products, Canon investigates 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, 2022 and 2021, by asset category, are as follows:
 
   
December 31, 2022
  
   
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)
  
 
92,382
 
  
 
—
 
  
 
—
 
  
 
92,382
 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
—
 
Foreign companies
  
 
10,373
 
  
 
—
 
  
 
—
 
  
 
10,373
 
  
 
9,382
 
  
 
—
 
  
 
—
 
  
 
9,382
 
Pooled funds (b)
  
 
—
 
  
 
167,605
 
  
 
—
 
  
 
167,605
 
  
 
—
 
  
 
31,481
 
  
 
—
 
  
 
31,481
 
Debt securities:
                                                                
Government bonds (c)
  
 
69,331
 
  
 
—
 
  
 
—
 
  
 
69,331
 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
—
 
Municipal bonds
  
 
—
 
  
 
1,071
 
  
 
—
 
  
 
1,071
 
  
 
—
 
  
 
3,244
 
  
 
—
 
  
 
3,244
 
Corporate bonds
  
 
—
 
  
 
13,986
 
  
 
—
 
  
 
13,986
 
  
 
—
 
  
 
16,970
 
  
 
—
 
  
 
16,970
 
Pooled funds (d)
  
 
—
 
  
 
134,266
 
  
 
—
 
  
 
134,266
 
  
 
—
 
  
 
113,005
 
  
 
—
 
  
 
113,005
 
Mortgage backed securities (and other asset backed securities)
  
 
—
 
  
 
11,309
 
  
 
—
 
  
 
11,309
 
  
 
—
 
  
 
9,804
 
  
 
—
 
  
 
9,804
 
Insurance contracts
  
 
—
 
  
 
95,029
 
  
 
—
 
  
 
95,029
 
  
 
—
 
  
 
13,153
 
  
 
27,824
 
  
 
40,977
 
Other assets
  
 
—
 
  
 
75,736
 
  
 
1,189
 
  
 
76,925
 
  
 
—
 
  
 
33,927
 
  
 
—
 
  
 
33,927
 
Investment measured at net asset value
  
 
—
 
  
 
—
 
  
 
—
 
  
 
11,551
 
  
 
—
 
  
 
—
 
  
 
—
 
  
 
29,761
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
   
 
172,086
 
  
 
499,002
 
  
 
1,189
 
  
 
683,828
 
  
 
9,382
 
  
 
221,584
 
  
 
27,824
 
  
 
288,551
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
11.
  
Employee Retirement and Severance Benefits (continued)
Plan assets (continued)
 
   
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 (e)
     95,698       —       —       95,698       —       —       —       —  
Foreign companies
     12,746       —       —       12,746       11,628       —       —       11,628  
Pooled funds (f)
     —       180,286       —       180,286       —       43,026       —       43,026  
Debt securities:
                                                                
Government bonds (g)
     133,691       —       —       133,691       —       —       —       —  
Municipal bonds
     —       1,264       —       1,264       —       2,899       —       2,899  
Corporate bonds
     —       19,373       —       19,373       —       7,821       —       7,821  
Pooled funds (h)
     —       145,348       —       145,348       —       138,687       —       138,687  
Mortgage backed securities (and other asset backed securities)
     —       11,449       —       11,449       —       6,826       —       6,826  
Insurance contracts
     —       114,624       —       114,624       —       6,287       39,398       45,685  
Other assets
     —       28,181       366       28,547       —       106,657       532       107,189  
Investment measured at net asset value
     —       —       —       13,717       —       —       —       31,151  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
      242,135       500,525       366       756,743       11,628       312,203       39,930       394,912  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
(a)
The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥236 million.
(b)
These funds invest in listed equity securities consisting of approximately 20% Japanese companies and 80% foreign companies for Japanese plans, and mainly foreign companies for foreign plans.
(
c
)
This class includes approximately
65
% Japanese government bonds and 35% foreign government bonds for Japanese plans, and mainly foreign government bonds for foreign plans.
(
d
)
These funds invest in approximately 30% Japanese government bonds, 50% foreign government bonds, 5% Japanese municipal bonds, and 15% corporate bonds for Japanese plans. These funds invest in approximately 55% foreign government bonds and 45% corporate bonds for foreign plans.
(e)
The plan’s equity securities include common stock of the Company and certain of its subsidiaries in the amounts of ¥
234
 million.
(f
)
These funds invest in listed equity securities consisting of approximately
30
% Japanese companies and
70
% foreign companies for Japanese plans, and mainly foreign companies for foreign plans.
(
g
)
This class includes approximately
80
% Japanese government bonds and
20
% foreign government bonds for Japanese plans.
(
h
)
These funds invest in approximately
25
% Japanese government bonds,
55
% foreign government bonds,
5
% Japanese municipal bonds, and
15
% corporate bonds for Japanese plans. These funds invest in approximately
75
% foreign government bonds and
25
% corporate bonds for foreign plans.
Each level into which assets are categorized is based on inputs used to measure the fair value of the assets, and does not necessarily indicate the risks or ratings of the assets.
Level 1 assets are comprised principally of equity securities and government bonds, which are valued using unadjusted quoted market prices in active markets with sufficient volume and frequency of transactions.

 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
11.
  
Employee Retirement and Severance Benefits (continued)
Plan assets (continued)
 
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 ¥29,013 million and ¥40,296 million at December 31, 2022 and 2021, respectively.
Actual
returns on, purchases and sales of these assets during the years ended December 31, 2022 and 2021 were not significant.
Contributions
Canon expects to contribute ¥15,614 million to its Japanese defined benefit pension plans and ¥19,044 million to its foreign defined benefit pension plans for the year ending December 31, 2023.
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:
                  
2023
      46,177        15,856  
2024
      45,013        16,721  
2025
      46,423        17,591  
2026
      44,715        18,722  
2027
      49,524        19,985  
2028 – 2032
      224,410        118,393  
Multiemployer pension plans
The amounts of cost recognized for the multiemployer pension plans primarily in the Netherlands for the years ended December 31, 2022, 2021 and 2020 were ¥4,720 million, ¥4,822 million and ¥4,224 million, respectively. The multiemployer pension plan in which the subsidiaries in the Netherlands participated was 108.3% funded as of December 31, 2021. 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, 2022, 2021 and 2020 were ¥24,346 million, ¥22,660 million and ¥16,334 million, respectively.
 
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5
4
Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
12.
  
Income Taxes
Domestic and foreign components of income before income taxes and the current and deferred income tax expense attributable to such income are summarized as follows:
 
    
Year ended December 31, 2022
  
    
Japanese
    
Foreign
    
Total
  
                    
    
(Millions of yen)
  
Income before income taxes
   
 
177,235
 
  
 
175,205
 
  
 
352,440
 
    
 
 
    
 
 
    
 
 
  
Income taxes:
                         
Current
   
 
53,104
 
  
 
47,052
 
  
 
100,156
 
Deferred
   
 
(1,129
) 
  
 
(6,671
) 
  
 
(7,800
) 
    
 
 
    
 
 
    
 
 
  
    
 
51,975
 
  
 
40,381
 
  
 
92,356
 
    
 
 
    
 
 
    
 
 
  
   
    
Year ended December 31, 2021
  
    
Japanese
    
Foreign
    
Total
  
                    
    
(Millions of yen)
  
Income before income taxes
      165,927       136,779       302,706  
    
 
 
    
 
 
    
 
 
  
Income taxes:
                         
Current
      47,491       34,201       81,692  
Deferred
      6,883       (16,709 )      (9,826 ) 
    
 
 
    
 
 
    
 
 
  
       54,374       17,492       71,866  
    
 
 
    
 
 
    
 
 
  
   
    
Year ended December 31, 2020
  
    
Japanese
    
Foreign
    
Total
  
                    
    
(Millions of yen)
  
Income before income taxes
      48,186       82,094       130,280  
    
 
 
    
 
 
    
 
 
  
Income taxes:
                         
Current
      24,063       25,816       49,879  
Deferred
      (6,007 )      (9,535 )      (15,542 ) 
    
 
 
    
 
 
    
 
 
  
       18,056       16,281       34,337  
    
 
 
    
 
 
    
 
 
  
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% for the years ended December 31, 2022, 2021 and 2020.
 
15
5
Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
12.
  
Income Taxes (continued)
 
A reconciliation of the Japanese statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
 
    
Years ended December 31
  
    
2022
    
2021
    
2020
  
                    
Japanese statutory income tax rate
   
 
31.0
% 
     31.0 %      31.0 % 
Increase (reduction) in income taxes resulting from:
                         
Expenses not deductible for tax purposes
   
 
0.6
 
     0.7       2.3  
Income of foreign subsidiaries taxed at lower than Japanese statutory tax rate
   
 
(3.1
 )
 
     (3.9 )      (5.8 ) 
Tax credit for research and development expenses
   
 
(2.8
) 
     (3.2 )      (1.7 ) 
Change in valuation allowance
   
 
(0.3
 )
 
     (3.9 )      2.4  
Deferred tax liabilities on undistributed earnings of foreign subsidiaries
   
 
1.6
 
     4.5       2.6  
Tax credit at foreign subsidiaries
   
 
(0.5
) 
     (0.3 )      (1.3 ) 
Effect of enacted changes in tax laws
   
 
0.0
 
     (1.0 )      (1.5 ) 
Other
   
 
(0.3
 )
 
     (0.2 )      (1.6 ) 
    
 
 
    
 
 
    
 
 
  
Effective income tax rate
   
 
26.2
% 
     23.7 %      26.4 % 
    
 
 
    
 
 
    
 
 
  
Net deferred income tax assets and liabilities are included in the accompanying consolidated balance sheets under the following captions:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Other assets
   
 
 131,063
 
  
 
 138,507
 
Other noncurrent liabilities
   
 
(38,518
) 
  
 
(43,402
) 
    
 
 
    
 
 
  
    
 
92,545
 
  
 
95,105
 
    
 
 
    
 
 
  
 
15
6
Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
12.
  
Income Taxes (continued)
 
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented below:
 
    
December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Deferred tax assets:
                 
Inventories
   
 
14,107
 
     11,263  
Accrued business tax
   
 
2,732
 
     3,387  
Accrued pension and severance cost
   
 
55,986
 
     67,752  
Research and development – costs capitalized for tax purposes
   
 
7,119
 
     5,004  
Property, plant and equipment
   
 
40,549
 
     35,658  
Operating lease liabilities
   
 
20,515
 
     17,328  
Accrued expenses
   
 
28,080
 
     29,331  
Net operating losses carried forward
   
 
34,045
 
     33,873  
Other
   
 
48,675
 
     48,621  
    
 
 
    
 
 
  
    
 
251,808
 
     252,217  
Less valuation allowance
   
 
(17,732
) 
     (19,073 ) 
    
 
 
    
 
 
  
Total deferred tax assets
   
 
234,076
 
     233,144  
Deferred tax liabilities:
                 
Undistributed earnings of foreign subsidiaries
   
 
(20,306
) 
     (19,677 ) 
Tax deductible reserve
   
 
(3,658
) 
     (4,007 ) 
Financing lease revenue
   
 
(17,335
) 
     (14,602 ) 
Operating lease
right-of-use
assets
   
 
(20,090
) 
     (17,066 ) 
Intangible assets
   
 
(46,054
) 
     (51,173 ) 
Other
   
 
(34,088
) 
     (31,514 ) 
    
 
 
    
 
 
  
Total deferred tax liabilities
   
 
(141,531
) 
     (138,039 ) 
    
 
 
    
 
 
  
Net deferred tax assets
   
 
92,545
 
     95,105  
    
 
 
    
 
 
  
The net changes in the total valuation allowance were a decrease of ¥1,341 million, a decrease of ¥11,679 million and an increase of ¥3,074 million for the years ended December 31, 2022, 2021 and 2020, respectively.
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, 202
2
.
 
15
7

Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
12.
  
Income Taxes (continued)
 
At December 31, 2022, Canon had net operating losses which can be carried forward for income tax purposes of ¥177,351 million to reduce future taxable income. Periods available to reduce future taxable income vary in each tax jurisdiction and generally range from one year to an indefinite period as follows:
 
    
(Millions of yen)
  
Within one year
      1,431  
After one year through five years
      18,404  
After five years through ten years
      35,727  
After ten years through twenty years
      3,849  
Indefinite period
      117,940  
    
 
 
  
       177,351  
    
 
 
  
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 ¥19,408 million for a portion of undistributed earnings of foreign subsidiaries of ¥857,289 million as of December 31, 202
2
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
  
    
2022
    
2021
    
2020
  
    
(Millions of yen)
  
Balance at beginning of year
   
 
9,813
 
     8,572       8,120  
Additions for tax positions of the current year
   
 
583
 
     1,168       —  
Additions for tax positions of prior years
   
 
220
 
     216       208  
Reductions for tax positions of prior years
   
 
(2,538
 )     —       (49 ) 
Settlements with tax authorities
   
 
(594
) 
     (62 )      —  
Other
   
 
870
 
     (81 )      293  
    
 
 
    
 
 
    
 
 
  
Balance at end of year*
   
 
8,354
 
     9,813       8,572  
    
 
 
    
 
 
    
 
 
  
 
*
The unrecognized tax benefits were offset by deferred tax assets in the amount of
¥1,800
 million,
¥1,695
 million and
¥1,412
 million as of December 31, 2022, 2021 and 2020, respectively, and reported under “other noncurrent liabilities” on the consolidated balance sheets.
The total amounts of unrecognized tax benefits that would reduce the effective tax rate, if recognized, were ¥8,354 million and ¥9,813 million at December 31, 2022 and 2021, 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 effective tax rate in a future period. Based on each of the items of which Canon is aware at December 31, 2022, 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, 2022 and 2021, and interest and penalties included in income taxes for the years ended December 31, 2022, 2021 and 2020 were not significant.
 
15
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
12.
  
Income Taxes (continued)
 
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 a 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
paid-in
capital and the legal reserve equals 25% of their respective stated capital. The Corporation Law of Japan also provides that additional
paid-in
capital and legal reserve are available for appropriations by resolution of the 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, 2022, 2021 and 2020 represent dividends paid out during those years and the related appropriations to the legal reserve. Retained earnings at December 31, 2022 did not reflect current
year-end
dividends in the amount of ¥60,931 million which were approved by the shareholders in March 2023.
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 ¥832,748 million at December 31, 2022.
Retained earnings at December 31, 2022 included Canon’s equity in undistributed earnings of affiliated companies accounted for by the equity method in the amount of ¥19,787 million.
 
15
9
Table of Contents
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, 2022, 2021 and 2020 are as follows:
 
    
Foreign
currency
translation
adjustments
    
Net
unrealized
gains and
losses on
securities
    
Gains and
losses on
derivative
instruments
    
Pension
liability
adjustments
    
Total
  
    
(Millions of yen)
  
Balance at December 31, 2019
      (96,282 )      —       (887 )      (211,273 )      (308,442 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Equity transactions with noncontrolling interests and other
      (9 )      —       —       —       (9 ) 
Other comprehensive income (loss) before reclassifications
      (17,355 )      —       (1,199 )      (7,530 )      (26,084 ) 
Amounts reclassified from accumulated other comprehensive income (loss)
      —       —       2,186       7,560       9,746  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
      (17,364 )      —       987       30       (16,347 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2020
      (113,646 )      —       100       (211,243 )      (324,789 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Other comprehensive income (loss) before reclassifications
      119,689       —       (3,330 )      49,759       166,118  
Amounts reclassified from accumulated other comprehensive income (loss)
      (524 )      —       2,336       5,065       6,877  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
      119,165       —       (994 )      54,824       172,995  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2021
      5,519       —       (894 )      (156,419 )      (151,794 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Other comprehensive income (loss) before reclassifications
      189,827       (44 )      (7,430 )      25,768       208,121  
Amounts reclassified from accumulated other comprehensive income (loss)
      (4,059 )      10       7,896       2,449       6,296  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
      185,768       (34 )      466       28,217       214,417  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance at December 31, 2022
      191,287       (34 )      (428 )      (128,202 )      62,623  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
1
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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, 2022, 2021 and 2020 are as follows:
 
   
Amount reclassified from
accumulated other comprehensive income (loss) *
   
Year ended
December 31,
2022
    
Year ended
December 31,
2021
    
Year ended
December 31,
2020
    
Affected line items in
consolidated statements of income
   
(Millions of yen)
      
Foreign currency translation adjustments
     (5,883 )      (759 )      —     Selling, general and administrative expenses
      1,824       235       —     Income taxes
   
 
 
    
 
 
    
 
 
      
      (4,059 )      (524 )      —     Consolidated net income
      —       —       —     Net income attributable to noncontrolling interests
   
 
 
    
 
 
    
 
 
      
      (4,059 )      (524 )      —     Net income attributable to Canon Inc.
   
 
 
    
 
 
    
 
 
      
Net unrealized gains and losses on securities
     13       —       —    
Other, net
      (3 )      —       —     Income taxes
   
 
 
    
 
 
    
 
 
      
      10       —       —     Consolidated net income
      —       —       —     Net income attributable to noncontrolling interests
   
 
 
    
 
 
    
 
 
      
      10       —       —     Net income attributable to Canon Inc.
Gains and losses on derivative instruments
     10,683       3,285       3,034     Net Sales
      (2,889 )      (959 )      (775 )    Income taxes
   
 
 
    
 
 
    
 
 
      
      7,794       2,326       2,259     Consolidated net income
      102       10       (73 )    Net income attributable to noncontrolling interests
   
 
 
    
 
 
    
 
 
      
      7,896       2,336       2,186     Net income attributable to Canon Inc.
   
 
 
    
 
 
    
 
 
      
Pension liability adjustments
     3,386       7,519       10,082     Other, net
      (561 )      (1,625 )      (2,484 )    Income taxes
   
 
 
    
 
 
    
 
 
      
      2,825       5,894       7,598     Consolidated net income
      (376 )      (829 )      (38 )    Net income attributable to noncontrolling interests
   
 
 
    
 
 
    
 
 
      
      2,449       5,065       7,560     Net income attributable to Canon Inc.
   
 
 
    
 
 
    
 
 
      
Total amount reclassified, net of tax and noncontrolling interests
     6,296       6,877       9,746      
   
 
 
    
 
 
    
 
 
      
 
*
Amounts in parentheses indicate gains in consolidated statements of income.
 
1
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Table of Contents
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)
  
2022:
                                                                                     
Foreign currency translation adjustments
                         
Amount arising during the year
   
 
191,679
 
  
 
(1,057
) 
  
 
190,622
 
Reclassification adjustments for gains and losses realized in net income
   
 
(5,883
) 
  
 
1,824
 
  
 
(4,059
) 
    
 
 
    
 
 
    
 
 
  
Net change during the year
   
 
185,796
 
  
 
767
 
  
 
186,563
 
Net unrealized gains and losses on securities:
                         
Amount arising during the year
   
 
(54
) 
  
 
10
 
  
 
(44
) 
Reclassification adjustments for gains and losses realized in net income
   
 
13
 
  
 
(3
) 
  
 
10
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
   
 
(41
) 
  
 
7
 
  
 
(34
) 
Net gains and losses on derivative instruments:
                         
Amount arising during the year
   
 
(10,057
) 
  
 
2,712
 
  
 
(7,345
) 
Reclassification adjustments for gains and losses realized in net income
   
 
10,683
 
  
 
(2,889
) 
  
 
7,794
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
   
 
626
 
  
 
(177
) 
  
 
449
 
Pension liability adjustments:
                         
Amount arising during the year
   
 
32,527
 
  
 
(5,455)
 
 
27,072
 
Reclassification adjustments for gains and losses realized in net income
   
 
3,386
 
  
 
(561)
 
 
2,825
 
    
 
 
    
 
 
    
 
 
  
Net change during the year
   
 
35,913
 
  
 
(6,016)
 
 
29,897
 
    
 
 
    
 
 
    
 
 
  
Other comprehensive income (loss)
   
 
222,294
 
  
 
(5,419)
 
 
216,875
 
    
 
 
    
 
 
    
 
 
  
 
    
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
      122,075       (1,112 )      120,963  
Reclassification adjustments for gains and losses realized in net income
      (759 )      235       (524 ) 
    
 
 
    
 
 
    
 
 
  
Net change during the year
      121,316       (877 )      120,439  
Net gains and losses on derivative instruments:
                         
Amount arising during the year
      (4,596 )      1,298       (3,298 ) 
Reclassification adjustments for gains and losses realized in net income
      3,285       (959 )      2,326  
    
 
 
    
 
 
    
 
 
  
Net change during the year
      (1,311 )      339       (972 ) 
Pension liability adjustments:
                         
Amount arising during the year
      68,729       (18,115 )      50,614  
Reclassification adjustments for gains and losses realized in net income
      7,519       (1,625 )      5,894  
    
 
 
    
 
 
    
 
 
  
Net change during the year
      76,248       (19,740 )      56,508  
    
 
 
    
 
 
    
 
 
  
Other comprehensive income (loss)
      196,253       (20,278 )      175,975  
    
 
 
    
 
 
    
 
 
  
 
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Table of Contents
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)
  
2020:
                         
Foreign currency translation adjustments
                         
Amount arising during the year
      (17,583 )      229       (17,354 ) 
Reclassification adjustments for gains and losses realized in net income
      —       —       —  
    
 
 
    
 
 
    
 
 
  
Net change during the year
      (17,583 )      229       (17,354 ) 
Net gains and losses on derivative instruments:
                         
Amount arising during the year
      (1,731 )      442       (1,289 ) 
Reclassification adjustments for gains and losses realized in net income
      3,034       (775 )      2,259  
    
 
 
    
 
 
    
 
 
  
Net change during the year
      1,303       (333 )      970  
Pension liability adjustments:
                         
Amount arising during the year
      (2,495 )      (3,721 )      (6,216 ) 
Reclassification adjustments for gains and losses realized in net income
      10,082       (2,484 )      7,598  
    
 
 
    
 
 
    
 
 
  
Net change during the year
      7,587       (6,205 )      1,382  
    
 
 
    
 
 
    
 
 
  
Other comprehensive income (loss)
      (8,693 )      (6,309 )      (15,002 ) 
    
 
 
    
 
 
    
 
 
  
 
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 at a point in time 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 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 at a point in time 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 delivered 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.
 
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Table of Contents
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.
 
16
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Table of Contents
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.
 
   
Millions of yen
  
                                           
   
Printing
    
Imaging
    
Medical
    
Industrial
*
    
Others

and

Corporate
*
    
Eliminations
*
    
Consolidated
  
                                           
2022:
                                                        
Revenue recognized at a point in time
  
 
1,673,767
 
  
 
795,442
 
  
 
348,138
 
  
 
259,317
 
  
 
211,956
 
  
 
(99,588
) 
  
 
3,189,032
 
Revenue recognized over time
  
 
588,171
 
  
 
8,038
 
  
 
165,193
 
  
 
69,915
 
  
 
11,065
 
  
 
—
 
  
 
842,382
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total
  
 
2,261,938
 
  
 
803,480
 
  
 
513,331
 
  
 
329,232
 
  
 
223,021
 
  
 
(99,588
) 
  
 
4,031,414
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
   
   
Millions of yen
  
                                           
               
   
Printing
    
Imaging
    
Medical
    
Industrial
*
    
Others

and

Corporate
*
    
Eliminations
*
    
Consolidated
  
                                           
2021:
                                                        
Revenue recognized at a point in time
     1,419,043       646,849       329,323       241,379       177,107       (83,698 )      2,730,003  
Revenue recognized over time
     519,804       6,683       151,039       96,342       9,486       —       783,354  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total
     1,938,847       653,532       480,362       337,721       186,593       (83,698 )      3,513,357  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
   
   
Millions of yen
  
                                           
               
   
Printing
    
Imaging
    
Medical
    
Industrial
*
    
Others

and

Corporate
*
    
Eliminations
*
    
Consolidated
  
                                           
2020:
                                                        
Revenue recognized at a point in time
     1,316,556       534,685       287,849       160,597       160,062       (67,518 )      2,392,231  
Revenue recognized over time
     487,871       6,629       148,225       116,209       9,078       —       768,012  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total
     1,804,427       541,314       436,074       276,806       169,140       (67,518 )      3,160,243  
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
*
Based on the realignment of Canon’s internal management structure, from 2022, Canon has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and eliminations to Industrial Business Unit, Others and Corporate and Eliminations. Changes in the disaggregated revenue by timing and by segment for the fiscal year ended December 31, 2021 and 2020 also has 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 Business
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
15.
  
Revenue (continued)
 
Unit which do not have
an
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, 2022 and 2021
 we
re
¥39,251 million and ¥44,722 million, respectively, and are included in prepaid expenses and other current assets in the consolidated balance sheets.
Canon typically bills to the customer when 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, 2022 and 2021 were ¥141,840 million and ¥132,087 million, respectively, and are included in other current liabilities and other
non-current
liabilities in the accompanying consolidated balance sheets. Revenue recognized for the year ended December 31, 2022, which had been included in the deferred revenue balance at December 31, 2021, was ¥112,720 million.
Remaining performance obligations for products and equipment at December 31, 2022 primarily arise from the sales of certain industrial equipment, amounting to ¥163,039 million, 64% of which is expected to be recognized as revenue within one year, 31% is within two years and remaining 5% is within three 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 ¥110,782 million and the average remaining period for these fixed contracts as of December 31, 2022 is about 2 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, 2022, based on the approval of the board of directors, the Company granted stock options to its directors and executive officers to acquire 69,000 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, 2022 was ¥2,541.
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
 
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Table of Contents
Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
16.
  
Stock-Based Compensation (continued)
 
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.
The compensation cost recognized for these stock options for the years ended December 31, 2022 was ¥175 million, for 2021 was ¥97 million and for 2020 was ¥147 million, and 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, 2022
    
Year ended

December 31, 2021
  
Expected term of option (in years)
   
 
5.0
 
     5.0  
Expected volatility
   
 
25.88
% 
     24.83 % 
Dividend yield
   
 
3.28
% 
     3.04 % 
Risk-free interest rate
   
 
(0.02
%) 
     (0.10 %) 
A summary of option activity under the stock option plans as of and for the years ended December 31, 2022, 2021 and 2020 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, 2020
        185,800                    1               29.0                555  
Granted
      98,900       1                    
Exercised
      (37,100 )      1                    
    
 
 
                            
Outstanding at December 31, 2020
      247,600       1        28.4        324  
Granted
      43,700       1                    
Exercised
      (4,800 )      1                    
    
 
 
                            
Outstanding at December 31, 2021
      286,500       1        27.8        802  
Granted
   
 
69,000
 
  
 
1
 
                  
Exercised
   
 
(4,900
) 
  
 
1
 
                  
    
 
 
                            
Outstanding at December 31, 2022
   
 
350,600
 
  
 
1
 
   
 
27.2
 
   
 
1,001
 
    
 
 
    
 
 
     
 
 
     
 
 
  
Exercisable at December 31, 2022
   
 
350,600
 
  
 
1
 
   
 
27.2
 
   
 
1,001
 
    
 
 
    
 
 
     
 
 
     
 
 
  
The total fair values of shares vested were
¥175 million
,
 ¥97 
million, and ¥147 million for the years
ended December 31, 2022, 2021, and 2020, respectively.
Cash received from the exercise of stock options for the years ended December 31, 2022, 2021 and 2020 w
ere not significant.
 
16
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Table of Contents
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
  
    
        2022        
     
2021
     
2020
  
                      
    
(Millions of yen)
  
Basic net income attributable to Canon Inc.
   
 
243,961
 
      214,718        83,318  
Diluted net income attributable to Canon Inc.
   
 
243,957
 
      214,714        83,315  
   
    
(Number of shares)
  
Weighted average
common shares outstanding
   
 
1,030,644,385
 
      1,045,632,588        1,049,802,197  
Effect of dilutive securities:
                           
Stock options
   
 
334,875
 
      277,066        229,691  
    
 
 
     
 
 
     
 
 
  
Diluted common shares outstanding
   
 
1,030,979,260
 
      1,045,909,654        1,050,031,888  
    
 
 
     
 
 
     
 
 
  
   
    
(Yen)
  
Net income attributable to Canon Inc. shareholders per share:
                           
Basic
   
 
236.71
 
      205.35        79.37  
Diluted
   
 
236.63
 
      205.29        79.35  
 
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 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 is 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
 
16
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Table of Contents
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.
All
amounts recorded in accumulated other comprehensive income (loss) as of December 31, 2022 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, 2022 and 2021 are set forth below:
 
    
December 31
  
    
        2022        
     
2021
  
               
    
(Millions of yen)
  
To sell foreign currencies
   
 
    149,080
 
           169,392  
To buy foreign currencies
   
 
26,224
 
      27,453  
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, 2022 and 2021.
Derivatives designated as hedging instruments
 
         
Fair value
  
         
December 31
  
    
Balance sheet location
   
2022
     
2021
  
                    
         
(Millions of yen)
  
Assets:
                       
Foreign exchange contracts
    Prepaid expenses and other current assets   
 
          176
 
                  42  
Liabilities:
                       
Foreign exchange contracts
    Other current liabilities   
 
416
 
      777  
Derivatives not designated as hedging instruments
 
         
Fair value
  
         
December 31
  
    
Balance sheet location
   
2022
     
2021
  
                    
         
(Millions of yen)
  
Assets:
                       
Foreign exchange contracts
    Prepaid expenses and other current assets   
 
       2,539
 
                  23  
Liabilities:
                       
Foreign exchange contracts
    Other current liabilities   
 
846
 
      1,342  
 
16
9
Table of Contents
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, 2022, 2021 and 2020.
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)
  
2022:
                          
Foreign exchange contracts
   
 
(10,057
) 
     Net sales     
 
(10,683
) 
2021:
                          
Foreign exchange contracts
      (4,596 )      Net sales        (3,285 ) 
2020:
                          
Foreign exchange contracts
      (1,731 )      Net sales        (3,034 ) 
Derivatives not designated as hedging instruments
 
    
Gain (loss) recognized in income on derivative
  
    
Years ended December 31
  
    
Location
     
      2022      
    
      2021      
    
      2020      
  
           
(Millions of yen)
  
Foreign exchange contracts
      Other, net     
 
(11,926
) 
     (6,099 )      104  
 
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
 
 
  
 
 
  
 
 
  
 
 
 
  
2022
 
  
2021
 
  
2020
 
 
  
(Millions of yen)
 
Operating lease cost
   
 
45,109
 
   
 
39,699
 
 
 
40,053
 
Short-term lease cost
   
 
15,566
 
   
 
13,961
 
 
 
14,245
 
Other lease cost
   
 
219
 
   
 
71
 
 
 
120
 
    
 
 
     
 
 
  
 
 
 
 
Total
   
 
60,894
 
   
 
53,731
 
 
 
54,418
 
    
 
 
     
 
 
  
 
 
 
 
 
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Table of Contents
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 
 
 
  
 
 
  
 
 
  
 
 
 
  
2022
 
  
2021
 
  
2020
 
 
  
(Millions of yen)
 
Cash paid for amount included in the measurement of lease liabilities
  
  
  
Operating cash flows from operating leases
   
 
42,178
 
   
 
39,879
 
 
 
36,733
 
    
 
 
     
 
 
  
 
 
 
 
Noncash activity – Rights of use assets obtained in exchange for lease liabilities
                  
 
    
 
Operating leases
   
 
56,854
 
   
 
21,588
 
 
 
30,700
 
    
 
 
     
 
 
  
 
 
 
 
Maturity Analysis
The following is a schedule by year of the future minimum lease payments under operating leases at December 31, 2022.
 
    
(Millions of yen)
  
Year ending December 31:
         
2023
   
 
          35,535
 
2024
   
 
26,718
 
2025
   
 
20,058
 
2026
   
 
13,704
 
2027
   
 
9,645
 
Thereafter
   
 
17,949
 
    
 
 
  
Total future minimum lease payments
   
 
123,609
 
Less Imputed Interest
   
 
(4,997
 )
 
    
 
 
  
    
 
118,612
 
    
 
 
  
Remaining lease term and discount rate
The following is remaining lease term and discount rate under operating leases at December 31, 2022 and 2021.
 
    
December 31, 2022
    
December 31, 2021
  
Weighted-average remaining lease term
   
 
54 months
 
     54 months  
    
 
 
    
 
 
  
Weighted-average discount rate
   
 
2.5
% 
     2.1%  
    
 
 
    
 
 
  
 
20.
  
Commitments and Contingent Liabilities
Commitments
At December 31, 2022, commitments outstanding for the purchase of property, plant and equipment approximated ¥101,351 million, and commitments outstanding for the purchase of parts and raw materials approximated ¥287,591 million.
 
 
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Table of Contents
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 ¥10,086 million and ¥10,812 million at December 31, 2022 and 2021, 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 12 years in case of employees with housing loans, and 1 year to 6 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 ¥1,535 million at December 31, 2022. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at December 31, 2022 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, 2022 and 2021 are summarized as follows:
 
    
Years ended December 31
  
    
2022
    
2021
  
              
    
(Millions of yen)
  
Balance at beginning of the year
   
 
      16,949
 
           14,300  
Additions
   
 
19,678
 
     15,687  
Utilization
   
 
(14,934
 )
 
     (11,928 ) 
Other
   
 
(806
 )
 
     (1,110 ) 
    
 
 
    
 
 
  
Balance at end of the year
   
 
20,887
 
     16,949  
    
 
 
    
 
 
  
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.
 
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Table of Contents
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, 2022 and 2021 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
  
    
2022
    
2021
  
    
Carrying
amount
    
Estimated
fair value
    
Carrying
amount
    
Estimated
fair value
  
                          
    
(Millions of yen)
  
Long-term debt, including current portion of long-term debt
   
 
(54,205
) 
  
 
(54,205
) 
     (177,410 )      (177,343 ) 
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, 2022 or 2021.
 
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.
 
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Table of Contents
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, 2022 and 2021.
 
    
December 31, 2022
  
    
Level 1
     
Level 2
     
Level 3
     
Total
  
                             
    
(Millions of yen)
  
Assets:
                                    
Cash and cash equivalents
   
 
—
 
   
 
627
 
   
 
        —
 
   
 
627
 
Short-term investment:
                                    
Available-for-sale:
                                    
Corporate bonds
   
 
—
 
   
 
9,301
 
   
 
—
 
   
 
9,301
 
Investments:
                                    
Available-for-sale:
                                    
Corporate bonds
   
 
—
 
   
 
4,785
 
   
 
—
 
   
 
4,785
 
Fund trusts and others
   
 
255
 
   
 
383
 
   
 
—
 
   
 
638
 
Equity securities
   
 
21,770
 
   
 
—
 
   
 
—
 
   
 
21,770
 
Prepaid expenses and other current assets:
                                    
Derivatives
   
 
—
 
   
 
2,715
 
   
 
—
 
   
 
2,715
 
    
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
   
 
22,025
 
   
 
17,811
 
   
 
—
 
   
 
39,836
 
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
                                    
Other current liabilities:
                                    
Derivatives
   
 
—
 
   
 
1,262
 
   
 
—
 
   
 
1,262
 
    
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
   
 
—
 
   
 
1,262
 
   
 
—
 
   
 
1,262
 
    
 
 
     
 
 
     
 
 
     
 
 
  
   
    
December 31, 2021
  
    
Level 1
     
Level 2
     
Level 3
     
Total
  
    
(Millions of yen)
  
Assets:
                                    
Cash and cash equivalents
      —        500                —        500  
Short-term investment:
                                    
Available-for-sale:
                                    
Corporate bonds
      —        —        —        —  
Investments:
                                    
Available-for-sale:
                                    
Corporate bonds
      —        —        —        —  
Fund trusts and others
      281        328        —        609  
Equity securities
      28,640        —        —        28,640  
Prepaid expenses
and other current assets:
                                    
Derivatives
      —        65        —        65  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
      28,921        893        —        29,814  
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
                                    
Other current liabilities:
                                    
Derivatives
      —        2,119        —        2,119  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
      —        2,119        —        2,119  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
17
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Table of Contents
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)
 
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 assets and liabilities are comprised principally of corporate bonds included in cash and cash equivalents, investments or short-term investments, and derivatives. Corporate bonds included in cash and cash equivalents, and investments or short-term investments are valued using quoted prices for identical assets in markets that are not active or quotes obtained from counterparties or third parties.
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, 2022 and 2021.
 
23.
 
Segment Information
Canon reports in four reportable segments: the Printing Business Unit, the Imaging Business Unit, the Medical Business Unit and the Industrial Business Unit with Others and Corporate, 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 management structure, from 2022, Canon has changed the name and structure of segments from Industrial and Others Business Unit and Corporate and
eliminations
to Industrial Business
Unit
, Others
and
Corporate
and Eliminations.
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 / MR Systems / Network cameras / Video management software / Video content analytics software / Digital camcorders / Digital cinema cameras / Broadcast equipment /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 Business Unit:
    Semiconductor lithography equipment / FPD (Flat panel display) lithography equipment / OLED display manufacturing equipment / Vacuum thin-film deposition equipment / Die bonders
Others:
    Handy terminals / Document scanners
 
 
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5

Table of Contents
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, 2022, 2021 and 2020 is as follows:
 
    
Millions of yen
  
                                               
    
Printing
     
Imaging
    
Medical
     
Industrial
     
Others

and

Corporate
    
Eliminations
    
Consolidated
  
                                               
2022:
                                                            
Net sales:
                                                            
External customers
   
 
2,255,402
 
   
 
803,057
 
  
 
513,028
 
   
 
320,817
 
   
 
139,110
 
  
 
—
 
  
 
4,031,414
 
Intersegment
   
 
6,536
 
   
 
423
 
  
 
303
 
   
 
8,415
 
   
 
83,911
 
  
 
(99,588
) 
  
 
—
 
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total
     
2,261,938
       
803,480
      
513,331
       
329,232
       
223,021
      
(99,588
) 
    
4,031,414
  
Operating cost and expenses
   
 
2,049,964
 
   
 
676,850
 
  
 
482,326
 
   
 
271,213
 
   
 
296,399
 
  
 
(98,737
) 
  
 
3,678,015
 
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Operating profit
   
 
211,974
 
   
 
126,630
 
  
 
31,005
 
   
 
58,019
 
   
 
(73,378
) 
  
 
(851
) 
  
 
353,399
 
Other income (deductions)
   
 
13,806
 
   
 
1,403
 
  
 
890
 
   
 
1,194
 
   
 
(12,147
) 
  
 
(6,105
) 
  
 
(959
) 
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Income before income taxes
   
 
225,780
 
   
 
128,033
 
  
 
31,895
 
   
 
59,213
 
   
 
(85,525
) 
  
 
(6,956
) 
  
 
352,440
 
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total assets
   
 
1,224,187
 
   
 
349,338
 
  
 
356,799
 
   
 
233,969
 
   
 
2,952,891
 
  
 
(21,654
) 
  
 
5,095,530
 
Depreciation and amortization
   
 
72,946
 
   
 
20,374
 
  
 
13,418
 
   
 
12,195
 
   
 
107,559
 
  
 
—
 
  
 
226,492
 
Capital expenditures
   
 
66,550
 
   
 
17,841
 
  
 
11,956
 
   
 
15,271
 
   
 
71,673
 
  
 
—
 
  
 
183,291
 
               
2021:
                                                            
Net sales:
                                                            
External customers
      1,934,012        651,494       480,029        328,164        119,658       —       3,513,357  
Intersegment
      4,835        2,038       333        9,557        66,935       (83,698 )      —  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total
      1,938,847        653,532       480,362        337,721        186,593       (83,698 )      3,513,357  
Operating cost and expenses
      1,713,154        574,814       450,942        292,854        282,643       (82,968 )      3,231,439  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Operating profit
      225,693        78,718       29,420        44,867        (96,050 )      (730 )      281,918  
Other income (deductions)
      7,259        (256 )      4,876        434        14,978       (6,503 )      20,788  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Income before income taxes
      232,952        78,462       34,296        45,301        (81,072 )      (7,233 )      302,706  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total assets
      1,009,922        236,143       311,247        212,156        2,999,754       (18,334 )      4,750,888  
Depreciation and amortization
      69,549        21,840       12,435        11,193        106,229       —       221,246  
Capital expenditures
      63,609        12,069       11,888        10,127        81,307       —       179,000  
               
2020:
                                                            
Net sales:
                                                            
External customers
      1,800,898        539,560       435,368        271,149        113,268       —       3,160,243  
Intersegment
      3,529        1,754       706        5,657        55,872       (67,518 )      —  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total
      1,804,427        541,314       436,074        276,806        169,140       (67,518 )      3,160,243  
Operating cost and expenses
      1,657,319        535,584       410,830        249,346        265,576       (68,959 )      3,049,696  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Operating profit
      147,108        5,730       25,244        27,460        (96,436 )      1,441       110,547  
Other income (deductions)
      5,076        (778 )      300        677        15,645       (1,187 )      19,733  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Income before income taxes
      152,184        4,952       25,544        28,137        (80,791 )      254       130,280  
    
 
 
     
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total assets
      913,931        239,605       286,749        239,992        2,963,532       (18,195 )      4,625,614  
Depreciation and amortization
      69,725        22,201       11,781        12,266        111,852       —       227,825  
Capital expenditures
      56,613        12,540       7,244        8,082        77,248       —       161,727  
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
23.
  
Segment Information (continued)
 
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, 2022, 2021 and 2020 is as follows:
 
    
Millions of yen
  
    
2022
     
2021
     
2020
  
                      
Printing
                           
Office multifunction devices
   
 
570,175
 
      477,000        455,357  
Office others
   
 
320,713
 
      279,366        267,123  
    
 
 
     
 
 
     
 
 
  
Office
   
 
890,888
 
      756,366        722,480  
Laser printers
   
 
647,192
 
      560,159        502,157  
Inkjet printers and Others
   
 
355,270
 
      328,932        326,041  
    
 
 
     
 
 
     
 
 
  
Prosumer
   
 
1,002,462
 
      889,091        828,198  
Production
   
 
362,052
 
      288,555        250,220  
    
 
 
     
 
 
     
 
 
  
Total
   
 
2,255,402
 
      1,934,012        1,800,898  
Imaging
                           
Cameras
   
 
509,464
 
      432,885        347,240  
Network cameras and Others
   
 
293,593
 
      218,609        192,320  
    
 
 
     
 
 
     
 
 
  
Total
   
 
803,057
 
      651,494        539,560  
Medical
                           
Diagnostic equipment
   
 
513,028
 
      480,029        435,368  
    
 
 
     
 
 
     
 
 
  
Industrial
                           
Optical equipment
   
 
240,332
 
      215,890        144,387  
Industrial equipment
   
 
80,485
 
      112,274        126,762  
    
 
 
     
 
 
     
 
 
  
Total
   
 
320,817
 
      328,164        271,149  
Others and Corporate
   
 
139,110
 
      119,658        113,268  
    
 
 
     
 
 
     
 
 
  
Consolidated
   
 
4,031,414
 
      3,513,357        3,160,243  
    
 
 
     
 
 
     
 
 
  
Based on the realignment of Canon’s internal management structure, from 2022, Canon has changed products category and some product sales, which were previously included in Others, have been added to Lithography equipment and are presented as Optical equipment.
 
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Canon Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
 
23.
  
Segment Information (continued)
 
Information by major geographic area as of and for the years ended December 31, 2022, 2021 and 2020 is as follows:
 
    
Millions of yen
  
                      
    
2022
     
2021
     
2020
  
                      
Net sales:
                           
Japan
   
 
864,808
 
      830,378        806,305  
Americas
   
 
1,255,405
 
      968,839        852,451  
Europe
   
 
1,034,008
 
      894,898        795,616  
Asia and Oceania
   
 
877,193
 
      819,242        705,871  
    
 
 
     
 
 
     
 
 
  
Total
   
 
4,031,414
 
      3,513,357        3,160,243  
    
 
 
     
 
 
     
 
 
  
Long-lived assets:
                           
Japan
   
 
953,140
 
      986,638        1,011,109  
Americas
   
 
167,968
 
      152,137        133,648  
Europe
   
 
173,774
 
      158,297        175,516  
Asia and Oceania
   
 
139,021
 
      141,915        143,265  
    
 
 
     
 
 
     
 
 
  
Total
   
 
1,433,903
 
      1,438,987        1,463,538  
    
 
 
     
 
 
     
 
 
  
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 ¥1,183,022 million, ¥907,909 million and ¥801,376 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Long-lived
assets represent property, plant and equipment, intangible assets, and operating lease
right-of-use
assets for each geographic area.
 
24.
  
Subsequent Event
On January 5, 2023, Canon borrowed ¥140,000 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.
 
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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, 2022:
                                           
Allowance for credit losses
                                           
Trade receivables
   
 
12,494
 
   
 
817
 
   
 
(1,167
) 
  
 
1,161
 
  
 
13,305
 
Lease receivables
   
 
3,791
 
   
 
3,769
 
   
 
(3,605
) 
  
 
1,641
 
  
 
5,596
 
Year ended December 31, 2021:
                                           
Allowance for credit losses
                                           
Trade receivables
      11,645        1,857        (1,540 )      532       12,494  
Lease receivables
      3,068        2,331        (2,157 )      549       3,791  
Year ended December 31, 2020:
                                           
Allowance for credit losses
                                           
Trade receivables
      10,359        3,419        (1,983 )      (150 )      11,645  
Lease receivables
      2,627        2,351        (2,199 )      289       3,068  
 
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Table of Contents
Item 19. Exhibits
List of exhibits
 
1.1
  
1.2
  
2.1
  
2.2
  
2.3
  
8
  
11.1
  
11.2
  
12
  
13
  
101.INS
  
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
  
Inline XBRL Taxonomy Extension Schema Document
101.CAL
  
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
  
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
  
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
  
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
  
The cover page for the Company’s Annual Report on Form
20-F
for the year ended December 31, 2022, has been formatted in Inline XBRL
 
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80
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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, 2023
 
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