Form 6-k
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of .....November................................................................. , 2010  
CANON INC.
(Translation of registrant’s name into English)
30-2, Shimomaruko 3-Chome, Ohta-ku, Tokyo 146-8501, Japan

(Address of principal executive offices)
     [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F           X          Form 40-F                    
     [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes                    No           X          
     [If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-.....................

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
     
CANON INC.
 
  (Registrant)
 
 
Date....November   12,  2010.....    By....../s/...... Masashiro   Kobayashi .............  
                                 (Signature)*   
   


            Masashiro   Kobayashi
            General Manager
            Global Finance Management Center
            Canon Inc. 
 
 
*Print the name and title of the signing officer under his signature.
The following materials are included.
1. Quarterly Report filed with the Japanese government pursuant to the Financial Instruments and Exchange Law of Japan For the third quarter ended September 30, 2010

 


 

[English summary with full translation of consolidated financial information]
Quarterly Report filed with the Japanese government 
pursuant to
the Financial Instruments and Exchange Law of Japan
For the third quarter ended
September 30, 2010


CANON  INC.
Tokyo, Japan

 


 

CONTENTS
             
        Page  
 
           
I
  Corporate Information        
 
           
 
  (1)     Consolidated Financial Summary     2  
 
           
 
  (2)     Description of Business     3  
 
           
 
  (3)     Group Entities     3  
 
           
 
  (4)     Number of Employees     3  
 
           
 
           
 
           
II
  The Business        
 
           
 
  (1)     Production and Sales     4  
 
           
 
  (2)     Risk Factors     5  
 
           
 
  (3)     Significant Business Contracts Entered into in the Third Quarter of Fiscal 2010     5  
 
           
 
  (4)     Operating Results     5  
 
           
 
           
 
           
III
  Property, Plant and Equipment        
 
           
 
  (1)     Major Property, Plant and Equipment     9  
 
           
 
  (2)     Prospect of Capital Investment in the Third Quarter of Fiscal 2010     9  
 
           
 
           
 
           
IV
  Company Information        
 
           
 
  (1)     Shares     9  
 
           
 
  (2)     Stock Price Transition     14  
 
           
 
  (3)     Directors and Executive Officers     15  
 
           
 
           
 
           
 V
  Financial Statements        
 
           
 
  (1)     Consolidated Financial Statements     16  
 
           
 
  (2)     Other Information     48  

 


 

Disclaimer Regarding Forward-Looking Statements
This quarterly report includes forward-looking statements (within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934) concerning Canon Inc. (the “Company”) and its subsidiaries (collectively “Canon”). To the extent that statements in this quarterly report do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of Canon in light of the information currently available to them, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause Canon’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Canon undertakes no obligation to publicly update any forward-looking statements after the date of this quarterly report. Investors are advised to consult any further disclosures by Canon in its subsequent filings with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and its other filings.
The risks, uncertainties and other factors referred to above include, but are not limited to, foreign exchange rate fluctuations; the uncertainty of Canon’s ability to implement its plans to localize production and other measures to reduce the impact of foreign exchange rate fluctuations; uncertainty of economic conditions in Canon’s major markets; uncertainty about continued demand for Canon’s high-value-added products; uncertainty about the recovery of computer and related markets; uncertainty about the recovery in demand for Canon’s semiconductor production equipment; Canon’s ability to continue to develop and market products that incorporate new technology on a timely basis, are competitively priced and achieve market acceptance; the possibility of losses resulting from foreign currency transactions designed to reduce financial risks from changes in foreign exchange rates; and inventory risk due to shifts in market demand.

1


 

I . Corporate Information
(1)   Consolidated Financial Summary
                                         
    Millions of yen (except per share amounts)  
    Nine months     Nine months     Three months     Three months     Year ended
December 31,
2009
 
    ended     ended     ended     ended      
    September 30,     September 30,     September 30,     September 30,      
    2010     2009     2010     2009      
Net sales
    2,639,035       2,255,143       913,151       774,324       3,209,201  
Income before income taxes
    310,329       121,434       108,826       63,548       219,355  
Net income attributable to Canon Inc.
    192,644       70,083       68,195       36,734       131,647  
Canon Inc. stockholders’ equity
    -       -       2,654,979       2,615,267       2,688,109  
Total equity
    -       -       2,831,223       2,804,905       2,879,400  
Total assets
    -       -       4,030,551       3,702,124       3,847,557  
Canon Inc. stockholders’ equity per share (yen)
    -       -       2,153.76       2,118.52       2,177.53  
Net income attributable to Canon Inc.
                                       
Stockholders per share:
                                       
Basic (yen)
    155.79       56.77       55.07       29.76       106.64  
Diluted (yen)
    155.79       56.77       55.07       29.76       106.64  
Canon Inc. stockholders’ equity to total assets (%)
    -       -       65.9       70.6       69.9  
Cash flows from operating activities
    519,427       374,527       -       -       611,235  
Cash flows from investing activities
    (243,202)     (286,234)     -       -       (370,244)
Cash flows from financing activities
    (267,958)     (141,381)     -       -       (142,379)
Cash and cash equivalents at end of period
    -       -       759,399       633,656       795,034  
Number of employees
    -       -       198,333       167,644       168,879  
Notes:
  1.   Canon’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles.
 
  2.   Consumption tax is excluded from the stated amount of net sales.

2


 

(2)   Description of Business
Canon prepares quarterly consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The conformity to U.S. GAAP is also applied to sections “II. The Business” and “III. Property, Plant and Equipment”.
Canon (consisting of the Company, 299 consolidated subsidiaries and 14 affiliates accounted for using the equity method, collectively, the “Group”) is engaged in the development, manufacture, sale and service primarily in the fields of office, consumer, industry and others. No material change in Canon’s business has occurred during the three months ended September 30, 2010.
No additions or removals of significant group entities have occurred during the three months ended September 30, 2010.
(3)   Group Entities
No additions or removals of significant group entities have occurred during the three months ended September 30, 2010.
(4)   Number of Employees
Canon’s number of employees is summarized as follows:
         As of September 30, 2010     
 
Consolidated
  198,333   
 
Parent-alone
  25,888   
Note:
The total number of employees includes seasonal workers and others who do not work full time.

3


 

II. The Business
(1)   Production and Sales
 
    Production
 
    Canon’s production by segment group are summarized as follows:
                 
    Millions of yen
    Three months ended September 30, 2010
            Change from
    Production   September 30, 2009(%)
 
Office
    483,651       +61.1  
 
Consumer
    425,792       +9.1  
 
Industry and Others
    67,772       +89.9  
 
       
 
Total
    977,215       +34.6  
 
       
Notes:
1.  
Amount of production is calculated by sales price.
 
2.  
Consumption tax is excluded from the stated amount of production.
Sales
Canon’s sales by segment group are summarized as follows:
                 
    Millions of yen
    Three months ended September 30, 2010
            Change from
    Sales   September 30, 2009(%)
 
Office
    506,915       +25.6  
 
Consumer
    324,773       +3.3  
 
Industry and Others
    109,774       +31.7  
 
Eliminations
    (28,311)       -  
 
       
 
Total
    913,151       +17.9  
 
       
Notes:
1.  
Consumption tax is excluded from the stated amount of net sales.
 
2.  
Canon’s sales to its significant customer are summarized as follows:
                                 
    Millions of yen
    Three months ended September 30, 2010   Three months ended September 30, 2009
    Sales   Proportion (%)   Sales   Proportion (%)
 
Hewlett-Packard Company
    201,274       22.0       169,711       21.9  

4


 

(2)   Risk Factors
No additional risks related to Canon’s business have arisen during the three months ended September 30, 2010. Furthermore, no material changes are recognized pursuant to the risk factors of Canon’s business indicated in the Annual Securities Report (Yukashoken houkokusho) of the previous fiscal year.
(3)   Significant Business Contracts Entered into in the Third Quarter of 2010
No material contracts were entered into during the three months ended September 30, 2010.
Canon has renewed the stock purchase agreement with Hitachi, Ltd.:
On February 27, 2008, Canon Inc. (“The Company”) entered into a stock purchase agreement with Hitachi, Ltd. (“Hitachi”) to acquire shares of Hitachi Displays, Ltd. (“Hitachi Displays”). Based on this contract, in March 2008 the Company has acquired a 24.9% stake in Hitachi Displays from Hitachi. Since then, Hitachi and the Company have been looking at the possibility of the Company acquiring additional shares in Hitachi Displays and making it a subsidiary of the Company.
On September 30, 2010, the Company renewed the stock purchase agreement with Hitachi and announced the signing of a Memorandum of Understanding for continuing and advancing their existing alliance for the development of advanced flat-panel display technologies, centered on small and medium-sized LCD panels, and provision of products. Hitachi and the Company will also maintain their existing equity relationship in Hitachi Displays.
(4)   Operating Results
Looking back at the global economy in the third quarter of 2010, economic conditions continued to improve broadly throughout the world. In Japan, consumer spending showed signs of recovery thanks to the effects of such efforts as domestic economic stimulus measures, while in the United States, consumer spending grew steadily despite the unemployment rate remaining at a relatively high level and other concerns. While Europe recorded growth in exports, the pace of economic recovery remained modest as financial concerns within the region were not fully eased. The Asian economies, such as China and India, along with other emerging countries, recorded stable expansion.
As for the markets in which Canon operates amid these conditions, within the office equipment market, demand for network digital multifunction devices (MFDs) recovered, mainly for color models. Additionally, laser printers have rebounded steadily compared with the previous year. As for the consumer products market, demand for digital single-lens reflex (SLR) cameras maintained solid growth across global markets. Although sales of compact digital cameras grew sluggishly in developed countries, demand in emerging markets, such as those in Asia, displayed healthy growth, leading to solid expansion overall. With regard to inkjet printers, demand continued to recover at a steady pace. In the industry and others market, market conditions for semiconductor lithography equipment were marked by an upturn in order placements, owing to improved sentiment within the semiconductor device market, whereas demand for liquid crystal display (LCD) lithography equipment remained relatively unchanged compared with the previous-year level. The average values of the yen during the third quarter and first nine months of the year were ¥85.79 and ¥89.40 to the U.S. dollar, respectively, year-on-year appreciations of approximately ¥8 and ¥5, and ¥110.61 and ¥116.30 to the euro, year-on-year appreciations of approximately ¥23 and ¥13.

5


 

(4)   Operating Results (continued)
Amid the impact of the sharp appreciation of the yen, net sales for the quarter totaled ¥913.2 billion, an increase of 17.9% from the year-ago period, and ¥2,639.0 billion for the first nine months, an increase of 17.0%, owing to a substantial recovery in sales of laser printers among office products, continued robust sales of such consumer products as digital SLR cameras, the turnaround within the industry and others market, and the effects of consolidation arising from corporate acquisitions, such as that of Océ N.V. Although the strong yen had a significant impact, the quarterly gross profit ratio rose 3.8 points year on year to 48.9%, and improved 4.8 points to 48.9% for the nine-month period, mainly reflecting the launch of new products and ongoing cost-cutting efforts, along with heightened production turnover accompanying ramped up production. As a result, gross profit rose by 27.9% to ¥446.9 billion for the third quarter and increased by 29.9% to ¥1,290.8 billion for the nine months ended September 30, 2010. Despite the impact of aggressive sales-promotion spending and consolidation, continued Group-wide efforts to thoroughly reduce spending contributed to an operating expenses to sales ratio of 37.5% for the quarter, approximately the same level as for the corresponding period for the previous year, and an improvement of 1.2 points to 37.4% for the nine-month period. Consequently, operating profit recorded growth of 74.1% to ¥104.4 billion for the quarter, and increased approximately 2.4 fold to ¥304.7 billion for the nine-month period. Other income (deductions) recorded an increase largely due to an improvement in foreign currency exchange gains and losses, leading to income before income taxes for the third quarter of ¥108.8 billion, an increase of 71.3% year on year, and ¥310.3 billion for the nine months ended September 30, 2010, an approximately 2.6-fold leap from the corresponding period of the previous year. Net income attributable to Canon Inc. grew by 85.6% to ¥68.2 billion for the quarter, and jumped 2.7 fold to ¥192.6 billion for the nine-month period.
Basic net income attributable to Canon Inc. stockholders per share for the quarter was ¥55.07, an increase of ¥25.31 compared with the corresponding quarter of the previous year, and ¥155.79 for the first nine months of 2010, a year-on-year increase of ¥99.02.
Canon’s third-quarter results by business unit are summarized as follows:
Looking at Canon’s quarterly performance by business sector, within the Office Business Unit, while sales volume of color network digital MFDs increased by 38% boosted by the recovery in demand for office equipment along with the introduction of new imageRUNNER ADVANCE-series products, sales volume for monochrome models increased by 24%, reflecting the recovering market conditions. Laser printers, which suffered sluggish sales in the corresponding quarter of the previous year largely due to an adjustment of inventory levels, recorded an increase in sales volume of 61%. Consequently, despite the significant effects of the strong yen, third-quarter sales for the segment totaled ¥506.9 billion, growing 25.6% year on year, and ¥1,438.0 billion for the nine months ended September 30, 2010, an increase of 21.9%. Operating profit increased 30.3% to ¥76.3 billion for the third quarter, and 56.0% to ¥232.2 billion for the combined nine-month period, mainly as a result of expanded sales and the rise in the gross profit ratio.
Within the Consumer Business Unit, sales volumes of such new digital SLR cameras as the new EOS Digital Rebel T2i (EOS 550D) and the competitively priced EOS Digital Rebel T1i (EOS 500D), along with the EOS 5D Mark II and EOS 7D advanced-amateur models, sustained healthy growth. As for compact digital cameras, the Company launched a new ELPH (IXUS)-series model and four new PowerShot-series models, boosting sales volumes particularly in emerging markets. Consequently, sales volume for digital cameras realized a year-on-year increase of 10%. With respect to inkjet printers, although sales displayed solid growth, particularly in Asia, sales volume decreased slightly from the year-ago level. Amid the strong yen environment, sales for the segment rose 3.3% year on year to ¥324.8 billion, and 10.2% to ¥979.1 billion for the first nine months. Operating profit increased by 14.0% to ¥58.8 billion for the quarter, and by 59.7% to ¥173.0 billion for the nine-month period, largely reflecting increased sales and the rise in the gross profit ratio owing to the effects of cost reductions.
In the Industry and Others Business Unit, semiconductor-related independent business sales by Group subsidiaries grew while sales volume of LCD lithography equipment increased appreciably. Sales volume of semiconductor lithography equipment, while remaining at a low level, also gained modestly. As a result, sales for the segment increased 31.7% to ¥109.8 billion for the quarter, and 18.2% to ¥301.0 billion for the combined nine months. Operating profit totaled ¥4.4 billion for the quarter, a turnaround of ¥21.6 billion year on year while for the nine-month period, operating loss totaled to ¥4.0 billion, a turnaround of ¥37.0 billion from the year-ago period owing to expanded sales combined with an improved gross profit ratio.

6


 

(4)   Operating Results (continued)
Third-quarter results by major geographic area are summarized as follows:
Japan
Net sales in Japan for the third quarter recorded an increase of 10.2% from the year-ago period to ¥704.4 billion, and a growth of 16.1% to ¥2,061.6 billion for the nine months ended September 30, 2010 mainly owing to the rise in production turnover accompanying an increase in production, along with a significant recovery in sales. Operating profit increased by 36.7% year on year to ¥107.9 billion for the quarter, and by 72.1% to ¥318.1 billion for the nine-month period.
Amid the effects of the strong yen, net sales outside Japan recorded growth compared with the corresponding quarter and nine months of the previous year, thanks to the healthy sales expansion of products such as digital SLR cameras and the sales rebound for laser printers, along with other factors.
Americas
Despite the sharp appreciation of the yen, third-quarter sales totaled ¥248.7 billion, an increase of 17.6% from the year-ago period, and ¥716.5 billion for the combined nine months of the year, an increase of 18.7%, largely due to solid sales of digital SLR cameras, recovery of sales for laser printers and the impact of consolidation. Operating profit for the third quarter totaled ¥6.1 billion, an increase of 31.8% year on year, and ¥17.6 billion for the nine months ended September 30, 2010, an approximately 2.7-fold leap from the corresponding period of the previous year.
Europe
Although the appreciation of the yen had a strong impact, sales for the quarter recorded ¥286.0 billion, an increase of 20.1% from the same period of the previous year, and ¥826.5 billion an increase of 20.4% compared with the first nine months of the previous year, primarily due to the significant recovery of laser-printer-sales, combined with the effects of new consolidation. Operating profit for the third quarter climbed 69.9% year on year to ¥12.4 billion, and 55.7% to ¥32.3 billion for the nine months ended September 30, 2010.
Asia and others
Amid the strong yen environment, sales for the third quarter rose by 24.2% from the year-ago period to ¥375.9 billion, and by 39.6% to ¥1,028.1 billion for the nine months ended September 30, 2010 mainly owing to expanded sales of digital SLR cameras and LCD lithography equipment. Operating profit generated in the region increased by 4.6% year on year to ¥14.5 billion for the quarter, and by 44.3% to ¥39.4 billion for the nine-month period.
Cash Flows
In the third quarter of 2010, although continued significant increase in profit was recorded, cash flows from operating activities totaled ¥170.9 billion, a decrease of ¥15.0 billion year on year largely due to increased inventories. As capital investment was focused on items relevant to introducing new products, cash flows from investing activities decreased ¥1.7 billion to a total of ¥66.2 billion. Accordingly, free cash flows totaled positive ¥104.6 billion, a decline of ¥13.3 billion from the corresponding year-ago period.
Cash flows from financing activities recorded an outlay of ¥117.4 billion, mainly arising from the payout of dividends coupled with the repurchases of treasury stock. Cash and cash equivalents decreased by ¥12.3 billion to ¥759.4 billion from the end of the previous quarter.

7


 

(4)   Operating Results (continued)
Management Issues to be Addressed
No material changes or issues with respect to business operations and finance have occurred during the three months ended September 30, 2010.
Research and Development Expenditures
Canon’s research and development expenditures for the three months ended September 30, 2010 totaled ¥77.1 billion.
Other Information
SED Inc. was established to develop next-generation flat-panel displays “SED” (Surface-conduction Electron-emitter Display) for commercialization. Canon Inc. determined to dissolve SED Inc., at the end of September 2010 and liquidate the business in December 2010. For segment reporting purposes, the results of SED Inc. are included in the Corporate column.

8


 

III . Property, Plant and Equipment
(1)  
Major Property, Plant and Equipment
There were no significant changes to the status of existing major property, plant and equipment during the third quarter of 2010.
(2)  
Prospect of Capital Investment in the Third Quarter of Fiscal 2010
There were no significant changes in the plans relevant to the retirement of property, plant and equipment during the third quarter of 2010. Moreover, there were no significant additional plans for new construction or retirement of property, plant and equipment during the third quarter of 2010.
IV . Company Information
(1)  
Shares
Total number of authorized shares is 3,000,000,000 shares. The common stock of Canon is listed on the Tokyo, Osaka, Nagoya, Fukuoka, Sapporo and New York Stock Exchanges. Total issued shares are as follows:
         
    As of
    September 30, 2010
 
Total number of issued shares
    1,333,763,464  
Stock Acquisition Rights
The descriptions of the stock option plans as of September 30, 2010 are below.
The Stock Option Plan Approved on March 28, 2008
1. Number of share options
The number of share options that the Board of Directors are authorized to issue is 5,580.
2. 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 558,000 common shares.
3. Cash payment for share options (yen)
The cash payment required for each share option is ¥5,502.
  (i)  
If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:
Exercise Price after Adjustment
         
=Exercise Price before adjustment ×
    1  
 
 
Ratio of Share Split or Share Consolidation
  (ii)  
If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:

9


 

(1)  
Shares (continued)
Exercise Price after Adjustment     =     Exercise Price before Adjustment ×
Number of Newly Issued Shares × Payment amount per Share
   Number of Issued and Outstanding Shares +
Market Price 
Number of Issued and Outstanding Shares + Number of Newly Issued Shares
     
The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”
 
  (iii)  
In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.
4. Period during which share options are exercisable
From May 1, 2010 to April 30, 2014.
5. Exercise price and amount of increased stated capital (yen)
The exercise price and amount of increased stated capital per share is ¥5,502 and ¥2,751, respectively.
6. Other Conditions for Exercise of Share Options
  (i)  
One share option may not be exercised partially.
 
  (ii)  
Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 107th Business Term of the Company.
 
  (iii)  
Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately be forfeited.
 
  (iv)  
No succession by inheritance is authorized for the share options.
 
  (v)  
Any other conditions for the exercise of share options may be established by the Board of Directors.
7. 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.
The Stock Option Plan Approved on March 27, 2009
1. Number of share options
The number of share options that the Board of Directors are authorized to issue is 7,820.
2. 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 782,000 common shares.
3. Cash payment for share options (yen)
The cash payment required for each share option is ¥3,287.
  (i)  
If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:

10


 

(1)  
Shares (continued)
Exercise Price after Adjustment
         
=Exercise Price before adjustment ×
    1  
 
Ratio of Share Split or Share Consolidation
  (ii)  
If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:
Exercise Price after Adjustment     =     Exercise Price before Adjustment ×
Number of Newly Issued Shares × Payment amount per Share
   Number of Issued and Outstanding Shares +
Market Price
Number of Issued and Outstanding Shares + Number of Newly Issued Shares
     
The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”
 
  (iii)  
In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.
4. Period during which share options are exercisable
From May 1, 2011 to April 30, 2015.
5. Exercise price and amount of increased stated capital (yen)
The exercise price and amount of increased stated capital per share is ¥3,287 and ¥1,644, respectively.
6. Other Conditions for Exercise of Share Options
  (i)  
One share option may not be exercised partially.
 
  (ii)  
Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 108th Business Term of the Company.
 
  (iii)  
Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately be forfeited.
 
  (iv)  
No succession by inheritance is authorized for the share options.
 
  (v)  
Any other conditions for the exercise of share options may be established by the Board of Directors.
7. 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.

11


 

(1)  
Shares (continued)
The Stock Option Plan Approved on March 30, 2010
1. Number of share options
The number of share options that the Board of Directors are authorized to issue is 8,800.
2. 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 880,000 common shares.
3. Cash payment for share options (yen)
The cash payment required for each share option is ¥4,573.
  (i)  
If the Company effects a share split or a share consolidation after the date of the allotment of the share options, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen:
Exercise Price after Adjustment
         
=Exercise Price before adjustment ×
    1  
 
Ratio of Share Split or Share Consolidation
  (ii)  
If, after the date of allotment of share options, the Company issues common shares at a price lower than the then market price thereof or disposes common shares owned by it, the Exercise Price will be adjusted by the following calculation formula, with any fractional amount of less than one yen to be rounded up to one yen; however, the Exercise Price will not be adjusted in the case of the exercise of share options:
Exercise Price after Adjustment     =     Exercise Price before Adjustment ×
Number of Newly Issued Shares × Payment amount per Share
   Number of Issued and Outstanding Shares +
Market Price
Number of Issued and Outstanding Shares + Number of Newly Issued Shares
     
The “Number of Issued and Outstanding Shares” is the number of shares already issued by the Company after subtraction of the number of shares owned by the Company. In the case of the Company’s disposal of shares owned by it, the “Number of Newly Issued Shares” will be replaced with the “Number of Own Shares to Be Disposed.”
 
  (iii)  
In the case of a merger, a company split or capital reduction after the date of allotment of share options, or in any other analogous case requiring the adjustment of the Exercise Price, the Exercise Price shall be appropriately adjusted within a reasonable range.
4. Period during which share options are exercisable
From May 1, 2012 to April 30, 2016.
5. Exercise price and amount of increased stated capital (yen)
The exercise price and amount of increased stated capital per share is ¥4,573 and ¥2,287, respectively.
6. Other Conditions for Exercise of Share Options
   (i)  
One share option may not be exercised partially.
 
   (ii)  
Each holder of share options must continue to be a director, executive officer or employee of the Company until the end of the Company’s general meeting of shareholders regarding the final business term within 2 years from the end of the Ordinary General Meeting of Shareholders for the 109th Business Term of the Company.

12


 

(1)   Shares (continued)
 
   (iii)  
Holders of share options will be entitled to exercise their share options for 2 years, and during the exercisable period, even after they lose their positions as directors, executive officers or employees. However, if a holder of share options loses such position due to resignation at his/her initiative, or due to dismissal or discharge by the Company, his/her share options will immediately be forfeited.
   (iv)  
No succession by inheritance is authorized for the share options.
 
   (v)  
Any other conditions for the exercise of share options may be established by the Board of Directors.
7. 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.
Exercise status of bonds with share subscription rights containing an adjustable exercise price clause
Not applicable.
Rights Plan
Not applicable.
Change in Issued Shares, Capital Stock and Additional Paid in Capital
                 
    Change during this term   As of September 30, 2010
Issued Shares (share)
    -       1,333,763,464  
Capital Stock (millions of yen)
    -       174,762  
Additional Paid-in Capital (millions of yen)
    -       306,288  
Major Shareholders
As of September 30, 2010, the Company has identified that State Street Bank and Trust Company 505225 and Melon bank. N.A. as agent for its client melon omnibus US pension who were major shareholders of the Company as of June 30, 2010, have reduced their shareholdings and are no longer major shareholders, whereas The Chase Manhattan Bank, N.A. London S.L. Omnibus Account and SSBT 0D05 OMNIBUS ACCOUNT TREATY CLIENTS have increased their shareholdings and have become major shareholders.
                 
    As of September 30, 2010
    Number of shares owned   Number of shares owned /
    (Number of shares)   Number of shares issued
The Chase Manhattan Bank, N.A. London S.L. Omnibus Account
    19,542,060       1.47%  
(Local Custodian: Mizuho Corporate Bank, Ltd.)
               
SSBT    0D05    OMNIBUS    ACCOUNT    TREATY    CLIENTS
    19,126,200       1.43%  
(Local Custodian: The Hongkong and Shanghai Banking
Corporation Limited)
               

13


 

(1)  
Shares (continued)
Voting Rights
                 
            As of September 30, 2010      

    Number of shares   Number of voting
Classification   (shares)   rights (units)
 
               
Shares without voting rights
    -       -  
 
               
Shares with restricted voting rights (Treasury stock, etc.)
    -       -  
 
               
Shares with restricted voting rights (Others)
    -       -  
 
               
 
               
Shares with full voting rights (Treasury stock, etc.)
    (treasury stock)   101,045,000          
 
               
 
    (cross shareholding)     3,700       -  
 
               
Shares with full voting rights (Others)
    1,230,756,200       12,307,562  
 
               
Fractional unit shares
    1,958,564       -  
 
               
Total number of issued shares
    1,333,763,464       -  
 
               
Total voting rights held by all shareholders
    -       12,307,562  
   Note:
 In “Fractional unit shares” under “Number of shares,” 27 shares of treasury stock and 50 shares of cross shareholding are included.
Treasury Stock
                 
     
    Number of shares owned     Number of shares owned /  
    (Number of shares)     Number of shares issued  
     
 
Canon Inc.
    101,045,000       7.58%
 
               
Horie Mfg. Co., Ltd.
    3,700       0.00%
 
     
 
Total
    101,048,700       7.58%
(2)  
Stock Price Transition
The following table sets forth the monthly reported high and low market prices of the Company’s common stock on the First Section of Tokyo Stock Exchange for the nine months of fiscal 2010:
(Yen)
                                                                         
    January     February     March     April     May     June     July     August       September  
 
High
    4,040       3,865       4,400       4,520       4,240       3,905       3,815       3,875       3,995  
 
Low
    3,525       3,425       3,685       4,165       3,530       3,260       3,205       3,385       3,405  

14


 

(3)  
Directors and Executive Officers
There were no changes in members of directors between the filing date of the Annual Securities Report (Yukashoken Houkokusho) for the fiscal year ended December 31, 2009 and the filing date of this Quarterly Securities Report (Shihanki Houkokusho).
Changes in functions of directors are below:
   
Toshizo Tanaka
  (Executive Vice President & CFO)
 
Masahiro Osawa
  (Managing Director: Group Executive of Global Procurement HQ, Group Executive of General Affairs HQ)
 
Haruhisa Honda
  (Managing Director: Group Executive of Manufacturing HQ)
The change in members of executive officers between the filing date of the Annual Securities Report (Yukashoken Houkokusho) for the fiscal year ended December 31, 2009 and the filing date of this Quarterly Securities Report (Shihanki Houkokusho) is below.
Changes in functions of executive officers are below:
 
Masahiro Haga
  (Executive Officer: Group Executive of Finance & Accounting HQ)
 
Kengo Uramoto
  (Executive Officer: Group Executive of Human Resources Management & Organization HQ)
 
Kenichi Nagasawa
  (Executive Officer: Group Executive of Corporate Intellectual Property & Legal HQ)
 
Shigeyuki Uzawa
  (Executive Officer: Deputy Chief Executive of Optical Products HQ)

15


 

V . Financial Statements (Unaudited)
(1)  
Consolidated Financial Statements
     Index of Consolidated Financial Statements of Canon Inc. and Subsidiaries:
         
 
    Page  
 
       
Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009
    17  
 
       
 
       
 
       
Consolidated Statements of Income for the nine months ended September 30, 2010 and 2009
    19  
 
       
 
       
 
       
Consolidated Statements of Income for the three months ended September 30, 2010 and 2009
    20  
 
       
 
       
 
       
Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009
    21  
 
       
 
       
 
       
Notes to Consolidated Financial Statements
    22  

16


 

CANON INC. AND SUBSIDIARIES

Consolidated Balance Sheets
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
Assets
               
Current assets:
               
Cash and cash equivalents (Note 14)
    759,399       795,034  
Short-term investments (Note 2)
    58,867       19,089  
Trade receivables, net (Note 3)
    541,538       556,572  
Inventories (Note 4)
    470,717       373,241  
Prepaid expenses and other current assets (Note 10)
    304,347       273,843  
 
           
Total current assets
    2,134,868       2,017,779  
 
               
Noncurrent receivables (Note11)
    17,083       14,936  
Investments (Note 2)
    81,301       114,066  
Property, plant and equipment, net (Note 5)
    1,235,385       1,269,785  
Intangible assets, net
    163,298       117,396  
Other assets (Note 10)
    398,616       313,595  
 
           
Total assets
    4,030,551       3,847,557  
 
           

17


 

CANON INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
Liabilities and equity
               
Current liabilities:
               
Short-term loans and current portion of long-term debt
    7,649       4,869  
Trade payables (Note 6)
    400,904       339,113  
Accrued income taxes
    85,077       50,105  
Accrued expenses (Note 11)
    316,089       274,300  
Other current liabilities (Note 10)
    131,138       115,303  
 
           
Total current liabilities
    940,857       783,690  
 
               
Long-term debt, excluding current installments
    5,185       4,912  
Accrued pension and severance cost
    183,403       115,904  
Other noncurrent liabilities
    69,883       63,651  
 
           
Total liabilities
    1,199,328       968,157  
 
               
Commitments and contingent liabilities (Note 11)
               
 
Equity:
               
Canon Inc. stockholders’ equity (Note 8):
               
Common stock
    174,762       174,762  
(Number of authorized shares)
    (3,000,000,000)       (3,000,000,000)  
(Number of issued shares)
    (1,333,763,464)       (1,333,763,464)  
Additional paid-in capital
    407,087       404,293  
Legal reserve
    56,257       54,687  
Retained earnings
    2,917,861       2,871,437  
Accumulated other comprehensive income (loss)
    (349,989)       (260,818)  
Treasury stock, at cost
    (550,999)       (556,252)  
(Number of shares)
    (101,045,027)       (99,288,001)  
 
           
Total Canon Inc. stockholders’ equity
    2,654,979       2,688,109  
Noncontrolling interests (Note 8)
    176,244       191,291  
 
           
Total equity (Note 8)
    2,831,223       2,879,400  
 
           
Total liabilities and equity
    4,030,551       3,847,557  
 
           

18


 

CANON INC. AND SUBSIDIARIES
Consolidated Statements of Income
                 
    Millions of yen
    Nine months ended   Nine months ended
    September 30, 2010   September 30, 2009
 
               
Net sales
    2,639,035       2,255,143  
 
               
Cost of sales
    1,348,193       1,261,541  
 
           
Gross profit
    1,290,842       993,602  
 
               
Operating expenses:
               
Selling, general and administrative expenses (Note 14)
    756,238       641,342  
Research and development expenses
    229,899       227,333  
 
           
 
    986,137       868,675  
 
           
Operating profit
    304,705       124,927  
 
               
Other income (deductions):
               
Interest and dividend income
    4,287       3,761  
Interest expense
    (1,160)       (241)  
Other, net (Notes 10, 13 and 14)
    2,497       (7,013)  
 
           
 
    5,624       (3,493)  
 
           
Income before income taxes
    310,329       121,434  
 
               
Income taxes
    113,879       48,709  
 
           
Consolidated net income
    196,450       72,725  
 
               
Less: Net income attributable to noncontrolling interests
    3,806       2,642  
 
           
Net income attributable to Canon Inc.
    192,644       70,083  
 
           
 
    Yen   Yen
Net income attributable to Canon Inc. stockholders per share (Note 9):
               
Basic
    155.79       56.77  
Diluted
    155.79       56.77  
Cash dividends per share
    55.00       55.00  

19


 

CANON INC. AND SUBSIDIARIES
Consolidated Statements of Income (continued)
                 
    Millions of yen
    Three months ended   Three months ended
    September 30, 2010   September 30, 2009
 
               
Net sales
    913,151       774,324  
 
               
Cost of sales
    466,240       425,001  
 
           
Gross profit
    446,911       349,323  
 
               
Operating expenses:
               
Selling, general and administrative expenses (Note 14)
    265,413       215,607  
Research and development expenses
    77,074       73,727  
 
           
 
    342,487       289,334  
 
           
Operating profit
    104,424       59,989  
 
               
Other income (deductions):
               
Interest and dividend income
    1,544       970  
Interest expense
    (207)       (20)  
Other, net (Notes 10, 13 and 14)
    3,065       2,609  
 
           
 
    4,402       3,559  
 
           
Income before income taxes
    108,826       63,548  
 
               
Income taxes
    39,904       24,604  
 
           
Consolidated net income
    68,922       38,944  
 
               
Less: Net income attributable to noncontrolling interests
    727       2,210  
 
           
Net income attributable to Canon Inc.
    68,195       36,734  
 
           
 
    Yen   Yen
Net income attributable to Canon Inc. stockholders per share (Note 9):
               
Basic
    55.07       29.76  
Diluted
    55.07       29.76  
Cash dividends per share
    -       -  

20


 

CANON INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
                 
    Millions of yen
    Nine months ended   Nine months ended
    September 30, 2010   September 30, 2009
Cash flows from operating activities:
               
Consolidated net income
    196,450       72,725  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    198,033       234,528  
Loss on disposal of property, plant and equipment
    8,240       2,854  
Deferred income taxes
    3,588       10,244  
Decrease in trade receivables
    26,584       105,239  
(Increase) decrease in inventories
    (93,981)       87,088  
Increase (decrease) in trade payables
    110,507       (89,518)  
Increase (decrease) in accrued income taxes
    37,405       (38,160)  
Increase (decrease) in accrued expenses
    9,062       (20,647)  
Increase in accrued (prepaid) pension and severance cost
    4,451       2,120  
Other, net
    19,088       8,054  
 
           
Net cash provided by operating activities
    519,427       374,527  
 
           
 
               
Cash flows from investing activities:
               
Purchases of fixed assets (Note 5)
    (136,735)       (261,890)  
Proceeds from sale of fixed assets (Note 5)
    1,666       8,529  
Purchases of available-for-sale securities
    (10,882)       (324)  
Proceeds from sale and maturity of available-for-sale securities
    241       437  
Decrease in time deposits, net
    (40,132)       (17,813)  
Acquisitions of subsidiaries, net of cash acquired
    (55,604)       (2,979)  
Purchases of other investments
    (851)       (13,959)  
Other, net
    (905)       1,765  
 
           
Net cash used in investing activities
    (243,202)       (286,234)  
 
           
 
               
Cash flows from financing activities:
               
Proceeds from issuance of long-term debt
    3,856       2,736  
Repayments of long-term debt
    (4,134)       (4,686)  
Decrease in short-term loans, net (Note 7)
    (74,002)       (174)  
Dividends paid
    (136,103)       (135,793)  
Repurchases of treasury stock, net
    (32,903)       (31)  
Other, net
    (24,672)       (3,433)  
 
           
Net cash used in financing activities
    (267,958)       (141,381)  
 
           
 
               
Effect of exchange rate changes on cash and cash equivalents
    (43,902)       7,548  
 
           
Net change in cash and cash equivalents
    (35,635)       (45,540)  
Cash and cash equivalents at beginning of period
    795,034       679,196  
 
           
Cash and cash equivalents at end of period
    759,399       633,656  
 
           
 
               
Supplemental disclosure for cash flow information:
               
Cash paid during the period for:
               
Interest
    911       264  
Income taxes
    74,052       77,530  

21


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1)  
Basis of Presentation and Significant Accounting Policies
  (a)
Basis of Presentation
   
The Company issued convertible debentures in the United States in May 1969 and established a program in which its American Depositary Receipts (ADRs) were traded in the U.S. over-the-counter market. Since then, under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934, the Company has prepared its annual consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and filed them with the U.S. Securities and Exchange Commission on Form 20-F. The Company’s ADRs were listed on the NYSE in September 2000 after being quoted on NASDAQ from February 1972 to September 2000.
 
   
Canon’s consolidated financial statements are prepared in accordance with the recognition and measurement criteria of accounting principles generally accepted in the United States. Certain disclosures have been omitted.
 
   
The number of consolidated subsidiaries and affiliated companies that were accounted for on the equity method basis as of September 30, 2010 and December 31, 2009 are summarized as follows:
                 
  September 30, 2010   December 31, 2009  
Consolidated subsidiaries
    299       241  
Affiliated companies
    14       15  
 
     
Total
    313       256  
  (b)
Principles of Consolidation
   
The consolidated financial statements include the accounts of the Company, its majority owned subsidiaries and those variable interest entities where the Company or its consolidated subsidiaries are the primary beneficiaries. All significant intercompany balances and transactions have been eliminated.

22


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(1)  
Basis of Presentation and Significant Accounting Policies (continued)
  (c)
Recently Issued Accounting Guidance
   
In October 2009, the FASB issued new accounting guidance for revenue recognition under multiple-deliverable arrangements. This guidance modifies the criteria for separating consideration under multiple-deliverable arrangements and requires allocation of the overall consideration to each deliverable using the estimated selling price in the absence of vendor-specific objective evidence or third-party evidence of selling price for deliverables. As a result, the residual method of allocating arrangement consideration will no longer be permitted. The guidance also requires additional disclosures about how a vendor allocates revenue in its arrangements and about the significant judgments made and their impact on revenue recognition. This guidance is effective for fiscal years beginning on or after June 15, 2010 and is required to be adopted by Canon no later than the first quarter beginning January 1, 2011 (with early adoption permitted). The provisions are effective prospectively for revenue arrangements entered into or materially modified after the effective date, or retrospectively for all prior periods. Canon is currently evaluating the effect of the adoption of this guidance, but does not expect the adoption of this guidance to have a material impact on Canon’s consolidated financial statements.
 
   
In October 2009, the FASB issued new accounting guidance for software revenue recognition. This guidance modifies the scope of the software revenue recognition guidance to exclude from its requirements non-software components of tangible products and software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. This guidance is effective for fiscal years beginning on or after June 15, 2010 and is required to be adopted by Canon no later than the first quarter beginning January 1, 2011 (with early adoption permitted) using the same effective date and the same transition method used to adopt the guidance for revenue recognition under multiple-deliverable arrangements. Canon is currently evaluating the effect of the adoption of this guidance, but does not expect the adoption of this guidance to have a material impact on Canon’s consolidated financial statements.

23


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(2)  
Investments
 
   
The cost, gross unrealized holding gains, gross unrealized holding losses and fair value for available-for-sale securities by major security types are as follows:
                                 
    Millions of yen  
    September 30, 2010  
            Gross     Gross        
            unrealized     unrealized        
            holding     holding        
    Cost     gains     losses     Fair value  
Current:
                               
Government bonds
    1       -       -       1  
Corporate bonds
    1,000       -       -       1,000  
 
                 
 
    1,001       -       -       1,001  
 
                 
 
                               
Noncurrent:
                               
Government bonds
    195       -       18       177  
Corporate bonds
    621       25       57       589  
Fund trusts
    3,167       159       20       3,306  
Equity securities
    20,058       4,972       4,012       21,018  
 
                 
 
    24,041       5,156       4,107       25,090  
 
                 
                                 
    Millions of yen  
    December 31, 2009  
            Gross     Gross        
            unrealized     unrealized        
            holding     holding        
    Cost     gains     losses     Fair value  
Current:
                               
Government bonds
    222       -       -       222  
 
                 
 
                               
Noncurrent:
                               
Government bonds
    225       -       21       204  
Corporate bonds
    1,397       27       55       1,369  
Fund trusts
    2,275       300       7       2,568  
Equity securities
    11,932       7,295       1,501       17,726  
 
                 
 
    15,829       7,622       1,584       21,867  
 
                 

24


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(2)  
Investments (continued)
Maturities of available-for-sale debt securities and fund trusts included in short-term investments and investments in the accompanying consolidated balance sheets were as follows at September 30, 2010:
                 
    Millions of yen
    Cost   Fair value
 
               
Due within one year
    1,001       1,001  
Due after one year through five years
    2,273       2,413  
Due after five years through ten years
    1,710       1,659  
 
       
 
    4,984       5,073  
 
       
Realized gains and losses are determined using the average cost method and are reflected in earnings. The gross realized losses, including write-downs for impairments that were other than temporary, were not significant for the nine and three months ended September 30, 2010 and ¥2,378 million and ¥494 million for the nine and three months ended September 30, 2009, respectively. The gross realized gains were not significant for the nine and three months ended September 30, 2010 and 2009.
At September 30, 2010, substantially all of the available-for-sale securities with unrealized losses had been in a continuous unrealized loss position for less than 12 months.
Time deposits with original maturities of more than three months are ¥57,866 million and ¥18,852 million at September 30, 2010 and December 31, 2009, respectively, and are included in short-term investments in the accompanying consolidated balance sheets.
The aggregate cost of non-marketable equity securities accounted for under the cost method totaled ¥25,920 million and ¥28,567 million at September 30, 2010 and December 31, 2009, respectively. Investments with an aggregate cost of ¥23,498 million were not evaluated for impairment as of September 30, 2010, because (a) Canon did not estimate the fair value of those investments as it was not practicable to estimate the fair value of such investments and (b) Canon did not identify any events or changes in circumstances that might have had significant adverse effects on the fair value of those investments.
Reclassifications from accumulated other comprehensive loss for gains and losses realized in net income was not significant for the nine and three months ended September 30, 2010, and ¥1,867 million and ¥373 million for the nine and three months ended September 30, 2009, respectively.

25


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(3)  
Trade Receivables
 
   
Trade receivables are summarized as follows:
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
               
Notes
    27,302       13,037  
Accounts
    529,936       554,878  
Less allowance for doubtful receivables
    (15,700)       (11,343)  
 
       
 
    541,538       556,572  
 
       
(4)  
Inventories
 
   
Inventories are summarized as follows:
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
               
Finished goods
    284,378       228,161  
Work in process
    148,659       129,824  
Raw materials
    37,680       15,256  
 
       
 
    470,717       373,241  
 
       
(5)  
Property, Plant and Equipment
 
   
Property, plant and equipment are stated at cost less accumulated depreciation and are summarized as follows:
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
Land
    268,237       258,824  
Buildings
    1,315,733       1,299,154  
Machinery and equipment
    1,483,555       1,422,076  
Construction in progress
    88,764       105,713  
 
       
 
    3,156,289       3,085,767  
Less accumulated depreciation
    (1,920,904)       (1,815,982)  
 
       
 
    1,235,385       1,269,785  
 
       
   
Fixed assets presented in the consolidated statements of cash flows includes property, plant and equipment and intangible assets.
 
(6)  
Trade Payables
 
   
Trade payables are summarized as follows:
                 
    Millions of yen
    September 30, 2010   December 31, 2009
 
               
Notes
    10,997       7,608  
Accounts
    389,907       331,505  
 
       
 
    400,904       339,113  
 
       

26


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(7)  
Acquisition
 
   
In March 2010, Canon acquired 45.2% of the total outstanding shares of Océ N.V. (“Océ”), which is listed on NYSE Euronext Amsterdam, through mainly a fully self-funded public cash tender offer for consideration of ¥50,374 million, in addition to the 22.9% interest Canon held before the public cash tender offer. In addition, Canon acquired Océ’s convertible cumulative financing preference shares representing 19.1% of the total outstanding shares of Océ for consideration of ¥8,027 million. As a result, Canon’s aggregate interest represents 87.2 % of the total outstanding shares of Océ. The fair value of the 12.8% noncontrolling interest in Océ of ¥18,245 million was measured mainly based on the quoted price of Océ’s common stock on the acquisition date.
 
   
The acquisition was accounted for using the acquisition method. Prior to the March 2010 acquisition date, Canon accounted for its 22.9% interest in Océ using the equity method. The acquisition-date fair value of the previous equity interest of ¥25,508 million was remeasured using the quoted price of Océ’s common stock on the acquisition date and included in the measurement of the total acquisition consideration. In connection with the acquisition, Canon repaid ¥55,378 million of Océ’s existing bank debt and ¥22,936 million of Océ’s existing United States Private Placements notes, which are included in decrease in short-term loans in the consolidated statement of cash flows.
 
   
Océ is engaged in research and development, manufacture and sale of document management systems, printing systems for professionals and high-speed, wide format digital printing systems. Canon and Océ have complementary technologies and products and would benefit from this strong business relationship. Amid the increasingly competitive printing industry, Canon is further strengthening its business foundation in order to solidify its position as one of the global leaders. Canon aims to provide diversified solutions to its customers in the printing industry by making Océ a consolidated subsidiary.
 
   
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at acquisition date. Purchase price allocation at September 30, 2010 reflects immaterial adjustments from the June 30, 2010 balances.
         
    Millions of yen
Current assets
    122,248  
 
   
Property, plant and equipment
    51,156  
Intangible assets
    56,297  
Goodwill
    77,253  
Other noncurrent assets
    42,658  
 
   
Non-current assets
    227,364  
 
   
Total acquired assets
    349,612  
 
   
Total assumed liabilities
    247,458  
 
   
Net assets acquired
    102,154  
   
Intangible assets acquired, which are subject to amortization, consist of customer relationships of ¥32,747 million, patented technologies of ¥11,316 million, and other intangible assets of ¥12,234 million. Canon has estimated the amortization period for the customer relationships and patented technologies to be 5 years and 3 years, respectively. The weighted average amortization period for all intangible assets is approximately 4.4 years.

27


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(7)  
Acquisition (continued)
 
   
Goodwill recognized, which is assigned to the Office Business Unit for impairment testing, is attributable primarily to expected synergies from combining operations of Océ and Canon. None of the goodwill is expected to be deductible for income tax purposes.
 
   
The amounts of net sales of Océ included in the Canon’s consolidated statement of income from the acquisition date to the period ended September 30, 2010 were ¥145,896 million.
 
   
The unaudited pro forma net sales as if Océ had been included in Canon’s consolidated statements of income from the beginning of fiscal 2010 and 2009 were ¥2,723,513 million and ¥2,509,683 million, respectively.
 
   
Pro forma net income was not disclosed because the impact on the Canon’s consolidated statements of income was not material.

28


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(8)  
Equity
 
   
The change in the carrying amount of total equity, equity attributable to Canon Inc. stockholders and equity attributable to noncontrolling interests in the consolidated balance sheets for the nine months ended September 30, 2010 and 2009 are as follows:
                         
    Millions of yen  
   
    Canon Inc.              
    stockholders’     Noncontrolling        
    equity     interests     Total equity  
   
 
                       
Balance at December 31, 2009
    2,688,109       191,291       2,879,400  
   
 
                       
Dividends paid to stockholders of Canon Inc.
    (136,103)     -         (136,103)
Dividends paid to noncontrolling interests
    -         (2,546)     (2,546)
Acquisition of subsidiaries
    -         19,168       19,168  
Capital transactions with noncontrolling interests
and other
    31,822       (32,467)     (645)
 
                       
Comprehensive income (loss):
                       
Net income
    192,644       3,806       196,450  
Other comprehensive income (loss), net of tax
                       
Foreign currency translation adjustments
    (84,967)     (3,088)     (88,055)
Net unrealized gains and losses on securities
    (3,113)     58       (3,055)
Net gains and losses on derivative instruments
    (358)       (57)     (415)  
Pension liability adjustments
    (152)     79       (73)
 
           
Total comprehensive income
    104,054       798       104,852  
 
           
Repurchase of treasury stock, net
    (32,903)     -         (32,903)
   
 
                       
Balance at September 30, 2010
    2,654,979       176,244       2,831,223  
   
 
                       
 
                       
   
 
                       
Balance at December 31, 2008
    2,659,792       191,190       2,850,982  
   
 
                       
Dividends paid to stockholders of Canon Inc.
    (135,793)     -         (135,793)
Dividends paid to noncontrolling interests
    -         (3,417)     (3,417)
Capital transactions by consolidated subsidiaries
and affiliated companies and other
    292       (1,277)     (985)
 
                       
Comprehensive income (loss):
                       
Net income
    70,083       2,642       72,725  
Other comprehensive income (loss), net of tax
                       
Foreign currency translation adjustments
    18,270       49     18,319  
Net unrealized gains and losses on securities
    3,034       107       3,141  
Net gains and losses on derivative instruments
    910     3       913
Pension liability adjustments
    (1,321)     341       (980)
 
           
Total comprehensive income
    90,976       3,142       94,118  
 
           
 
                       
   
 
                       
Balance at September 30, 2009
    2,615,267       189,638       2,804,905  
   

29


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(9)  
Net Income Attributable to Canon Inc. Stockholders per Share
 
   
A reconciliation of basic and diluted net income per share computations for the nine months ended September 30, 2010 and 2009 is as follows:
                  
    Millions of yen
      Nine months ended       Nine months ended  
      September 30, 2010       September 30, 2009  
Net income attributable to Canon Inc.
    192,644       70,083  
 
               
                 
    Number of shares
      Nine months ended       Nine months ended  
      September 30, 2010       September 30, 2009  
Average common shares outstanding
    1,236,558,240       1,234,483,430  
Effect of dilutive securities:
               
Stock options
    33,371       -  
 
       
Diluted common shares outstanding
    1,236,591,611       1,234,483,430  
 
       
 
               
                 
    Yen
      Nine months ended       Nine months ended  
      September 30, 2010       September 30, 2009  
Net income attributable to Canon Inc. stockholders per share:
               
Basic
    155.79       56.77  
Diluted
    155.79       56.77  
A reconciliation of basic and diluted net income per share computations for the three months ended September 30, 2010 and 2009 is as follows:
 
    Millions of yen
      Three months ended       Three months ended  
      September 30, 2010       September 30, 2009  
Net income attributable to Canon Inc.
    68,195       36,734  
 
               
                 
    Number of shares
      Three months ended       Three months ended  
      September 30, 2010       September 30, 2009  
Average common shares outstanding
    1,238,263,553       1,234,480,343  
Effect of dilutive securities:
               
Stock options
    13,574       -  
 
       
Diluted common shares outstanding
    1,238,277,127       1,234,480,343  
 
       
 
               
                 
    Yen
      Three months ended       Three months ended  
      September 30, 2010       September 30, 2009  
Net income attributable to Canon Inc. stockholders per share:
               
Basic
    55.07       29.76  
Diluted
    55.07       29.76  
The computation of diluted net income per share for the nine months ended September 30, 2009 and the three months ended September 30, 2009 excludes outstanding stock options because the effect would be anti-dilutive. The computation of diluted net income per share for the nine months ended September 30, 2010 and the three months ended September 30, 2010 excludes certain outstanding stock options because the effect would be anti-dilutive.

30


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(10)  
Derivatives and Hedging Activities
 
   
Risk management policy
 
   
Canon operates internationally, exposing it to the risk of changes in foreign currency exchange rates. Derivative financial instruments are comprised principally of foreign exchange contracts utilized by the Company and certain of its subsidiaries to reduce the risk. Canon assesses foreign currency exchange rate risk by continually monitoring changes in the exposures and by evaluating hedging opportunities. Canon does not hold or issue derivative financial instruments for trading purposes. Canon is also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations. Most of the counterparties are internationally recognized financial institutions and selected by Canon taking into account their financial condition, and contracts are diversified across a number of major financial institutions.
 
   
Foreign currency exchange rate risk management
 
   
Canon’s international operations expose Canon to the risk of changes in foreign currency exchange rates. Canon uses foreign exchange contracts to manage certain foreign currency exchange exposures principally from the exchange of U.S. dollars and euros into Japanese yen. These contracts are primarily used to hedge the foreign currency exposure of forecasted intercompany sales and intercompany trade receivables that are denominated in foreign currencies. In accordance with Canon’s policy, a specific portion of foreign currency exposure resulting from forecasted intercompany sales are hedged using foreign exchange contracts which principally mature within three months.
 
   
Cash flow hedge
 
   
Changes in the fair value of derivative financial instruments designated as cash flow hedges, including foreign exchange contracts associated with forecasted intercompany sales, are reported in accumulated other comprehensive income (loss). These amounts are subsequently reclassified into earnings through other income (deductions) in the same period as the hedged items affect earnings. Substantially all amounts recorded in accumulated other comprehensive income (loss) as of September 30, 2010 are expected to be recognized in earnings over the next 12 months. Canon excludes the time value component from the assessment of hedge effectiveness. Changes in the fair value of a foreign exchange contract for the period between the date that the forecasted intercompany sales occur and its maturity date are recognized in earnings and not considered to be an ineffective hedge.
 
   
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 the foreign exchange contracts as of September 30, 2010 and December 31, 2009 are set forth below:
                  
      Millions of yen  
      September 30, 2010       December 31, 2009  
 
               
To sell foreign currencies
    456,639       494,314  
To buy foreign currencies
    57,804       30,978  

31


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(10)  
Derivatives and Hedging Activities (continued)
 
 
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 as of September 30, 2010 and December 31, 2009.
 
   
Derivatives designated as hedging instruments
                     
    Millions of yen
    Balance sheet    
    classification   Fair value
        September 30, 2010   December 31, 2009
Assets:
                   
Foreign exchange contracts
  Prepaid expenses and     1,126       -  
 
  other current assets                
Liabilities:
                   
Foreign exchange contracts
  Other current liabilities     2,068       644  
 
                 
 
Derivatives not designated as hedging instruments
 
    Millions of yen
    Balance sheet    
    classification   Fair value
        September 30, 2010   December 31, 2009
Assets:
                   
Foreign exchange contracts
  Prepaid expenses and     1,726        752  
 
  other current assets                
Liabilities:
                   
Foreign exchange contracts
  Other current liabilities     3,967       6,566  
 
                 

32


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(10)  
Derivatives and Hedging Activities (continued)
 
 
Effect of derivative instruments on the consolidated statements of income
 
   
The following tables present the effect of Canon’s derivative instruments on the consolidated statements of income for the nine and three months ended September 30, 2010 and 2009.
 
   
Derivatives in cash flow hedging relationships
                                         
    Millions of yen
Nine months ended   Gain (loss)                   Gain (loss) recognized in income
September 30, 2010   recognized in   Gain (loss) reclassified from   (ineffective portion and amount
    OCI (effective   accumulated OCI into income   excluded from effectiveness
    portion)   (effective portion)   testing)
    Amount   Classification   Amount   Classification   Amount
Foreign exchange
contracts
    (544 )     Other, net       6,350       Other, net       (145 )
 
                                       
 
                                       
                                         
    Millions of yen
Nine months ended   Gain (loss)                   Gain (loss) recognized in income
September 30, 2009   recognized in   Gain (loss) reclassified from   (ineffective portion and amount
    OCI (effective   accumulated OCI into income   excluded from effectiveness
    portion   (effective portion)   testing)
    Amount   Classification   Amount   Classification   Amount
Foreign exchange
contracts
    1,517       Other, net       (1,315 )     Other, net       (393 )
 
                                       
 
                                       
                                         
    Millions of yen
Three months ended   Gain (loss)                   Gain (loss) recognized in income
September 30, 2010   recognized in   Gain (loss) reclassified from   (ineffective portion and amount
    OCI (effective   accumulated OCI into income   excluded from effectiveness
    portion)   (effective portion)   testing)
    Amount   Classification   Amount   Classification   Amount
Foreign exchange
contracts
    (3,828 )     Other, net       3,013       Other, net       (73 )
 
                                       
 
                                       
                                         
    Millions of yen
Three months ended   Gain (loss)                   Gain (loss) recognized in income
September 30, 2009   recognized in   Gain (loss) reclassified from   (ineffective portion and amount
    OCI (effective   accumulated OCI into income   excluded from effectiveness
    portion   (effective portion)   testing)
    Amount   Classification   Amount   Classification   Amount
Foreign exchange
contracts
    4,310       Other, net       132       Other, net       (94 )

33


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(10)  
Derivatives and Hedging Activities (continued)
   
Effect of derivative instruments on the consolidated statements of income (continued)
 
   
Derivatives not designated as hedging instruments
                 
    Millions of yen
Nine months ended September 30, 2010   Gain (loss) recognized
    in income on derivative
    Classification   Amount
Foreign exchange contracts
    Other, net       36,895  
 
               
    Millions of yen
Nine months ended September 30, 2009   Gain (loss) recognized
    in income on derivative
    Classification   Amount
Foreign exchange contracts
    Other, net       (3,127 )
 
               
    Millions of yen
Three months ended September 30, 2010   Gain (loss) recognized
    in income on derivative
    Classification   Amount
Foreign exchange contracts
    Other, net       1,825  
 
               
    Millions of yen
Three months ended September 30, 2009   Gain (loss) recognized
    in income on derivative
    Classification   Amount
Foreign exchange contracts
    Other, net       10,877  

34


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(11)  
Commitments and Contingent Liabilities
 
   
Commitments
 
   
As of September 30, 2010, commitments outstanding for the purchase of property, plant and equipment approximated ¥17,059 million, and commitments outstanding for the purchase of parts and raw materials approximated ¥74,479 million.
 
   
Canon occupies sales offices and other facilities under lease arrangements accounted for as operating leases. Deposits made under such arrangements aggregated ¥14,248 million and ¥14,210 million at September 30, 2010 and December 31, 2009, respectively, and are included in noncurrent receivables in the accompanying consolidated balance sheets.
 
   
Future minimum lease payments required under noncancelable operating leases are ¥14,679 million (within one year) and ¥38,159 million (after one year), at September 30, 2010.
 
   
Guarantees
 
   
Canon provides guarantees for bank loans of its employees, affiliates and other companies. The guarantees for the employees are principally made for their housing loans. The guarantees of loans of its affiliates and other companies are made to ensure that those companies operate with less financial risk.
 
   
For each guarantee provided, Canon would have to perform under a guarantee if the borrower defaults on a payment within the contract periods of 1 year to 30 years, in the case of employees with housing loans, and of 1 year to 10 years, in the case of affiliates and other companies. The maximum amount of undiscounted payments Canon would have had to make in the event of default is ¥16,589 million at September 30, 2010. The carrying amounts of the liabilities recognized for Canon’s obligations as a guarantor under those guarantees at September 30, 2010 were not significant.
 
   
Canon also issues contractual product warranties under which it generally guarantees the performance of products delivered and services rendered for a certain period or term. Estimated product warranty costs are recorded at the time revenue is recognized and are included in selling, general and administrative expenses. Estimates for accrued product warranty costs are based on historical experience. Changes in accrued product warranty cost for the nine months ended September 30, 2010 and 2009 is summarized as follows:
Nine months ended September 30, 2010
         
    Millions of yen  
Balance at December 31, 2009
    13,944  
Addition
    12,459  
Utilization
    (11,040)  
Other
    (3,154)  
 
     
Balance at September 30, 2010
    12,209  
 
     
Nine months ended September 30, 2009
         
    Millions of yen  
Balance at December 31, 2008
    17,372  
Addition
    14,233  
Utilization
    (13,480)  
Other
    (4,354)  
 
     
Balance at September 30, 2009
    13,771  
 
     

35


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(11)   Commitments and Contingent Liabilities (continued)
 
    Legal proceedings
 
    In October 2003, a lawsuit was filed by a former employee against the Company at the Tokyo District Court in Japan. The lawsuit alleges that the former employee is entitled to ¥45,872 million as reasonable remuneration for an invention related to certain technology used by the Company, and the former employee has sued for a partial payment of ¥1,000 million and interest thereon. On January 30, 2007, the Tokyo District Court of Japan ordered the Company to pay the former employee approximately ¥33.5 million and interest thereon. On the same day, the Company appealed the decision. On February 26, 2009, the Intellectual Property High Court of Japan issued a judgment in the appellate court review and ordered the Company to pay the former employee approximately ¥69.6 million, consisting of reasonable remuneration of approximately ¥56.3 million and interest thereon. On March 12, 2009, the Company appealed the decision to the Supreme Court. On October 19, 2010, the Supreme Court, by an order, dismissed the Company’s appeal without prejudice, and the judgement made by the Intellectual Property High Court became final and binding.
 
    In Germany, Verwertungsgesellschaft Wort (“VG Wort”), a collecting society representing certain copyright holders, has filed a series of lawsuits seeking to impose copyright levies upon digital products such as PCs and printers, that allegedly enable the reproduction of copyrighted materials, against the companies importing and distributing these digital products. VG Wort filed a lawsuit in January 2006 against Canon seeking payment of copyright levies on single-function printers, and the court of first instance in Düsseldorf ruled in favor of the claim by VG Wort in November 2006. Canon lodged an appeal against such decision in December 2006 before the court of appeals in Düsseldorf. Following a decision by the same court of appeals in Düsseldorf on January 23, 2007 in relation to a similar court case seeking copyright levies on single-function printers of Epson Deutschland GmbH, Xerox GmbH and Kyocera Mita Deutschland GmbH, whereby the court rejected such alleged levies, in its judgment of November 13, 2007, the court of appeals rejected VG Wort’s claim against Canon. VG Wort appealed further against said decision of the court of appeals before the Federal Supreme Court. In December 2007, for a similar Hewlett-Packard GmbH case relating to single-function printers, the Federal Supreme Court delivered its judgment in favor of Hewlett-Packard GmbH and dismissed VG Wort’s claim. VG Wort has already filed a constitutional complaint with the Federal Constitutional Court against said judgment of the Federal Supreme Court. Likewise, after rejection by the Federal Supreme Court of an appeal by VG Wort in relation to Canon’s single-function printers case in September 2008, VG Wort lodged a claim before the Federal Constitutional Court. The Federal Constitutional Court gave its decision in September 2010 for Hewlett-Packard GmbH case where the court has reverted the case back to the Federal Supreme Court, admitting VG Wort’s claim for lack of ‘due process’ (i.e., request for European Court of Justice’s preliminary ruling). It is not clear at this stage what the implication of said decision for Hewlett-Packard GmbH case would be on Canon’s case. In 2007, an amendment of German copyright law was carried out, and a new law has been effective from January 1, 2008 for both multi-function printers and single-function printers. The new law sets forth that the scope and tariff of copyright levies will be agreed between industry and the collecting society. Industry and the collecting society, based on the requirement under the new law, reached an agreement in December 2008. This agreement is applicable retroactively from January 1, 2008 and will remain effective through end of 2011. However, in Canon’s assessment, the final outcome of the court case regarding the single-function printers sold in Germany before January 1, 2008 remains uncertain.

36


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(11)   Commitments and Contingent Liabilities (continued)
 
    Legal proceedings (continued)
 
    Canon is involved in various claims and legal actions, including those noted above, 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, Canon believes that any damage amounts claimed in the specific matters discussed above are not a meaningful indicator of Canon’s potential liability. In the opinion of management, the ultimate disposition of the above mentioned matters would not have a material adverse effect on Canon’s consolidated financial position, results of operations, or cash flows. However, litigation is inherently unpredictable. While Canon believes that it has valid defenses with respect to legal matters pending against it, it is possible that Canon’s consolidated financial position, results of operations, or cash flows could be materially affected in any particular period by the unfavorable resolution of one or more of these matters.

37


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(12)  
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 as of September 30, 2010 and December 31, 2009 are set forth below. The following summary excludes cash and cash equivalents, trade receivables, finance receivables, noncurrent receivables, short-term loans, trade payables and accrued expenses for which fair values approximate their carrying amounts. The summary also excludes investments disclosed in Note 2.
                                 
    Millions of yen
    September 30, 2010   December 31, 2009
    Carrying   Estimated   Carrying   Estimated
    amount   fair value   amount   fair value
Long-term debt, including current portion
    (10,501 )     (10,497 )     (9,781 )     (9,777 )
Foreign exchange contracts:
                               
Assets
    2,852       2,852       752       752  
Liabilities
    (6,035 )     (6,035 )     (7,210 )     (7,210 )
   
The following methods and assumptions are used to estimate the fair value in the above table.
 
   
Long-term debt
 
   
The fair values of Canon’s long-term debt instruments are 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.
 
   
Foreign exchange contracts
 
   
The fair values of foreign exchange contracts are measured based on the market price obtained from financial institutions.
 
   
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
 
   
At September 30, 2010 and December 31, 2009, one customer accounted for approximately 19% and 22% of consolidated trade receivables, respectively. Although Canon does not expect that the customer will fail to meet its obligations, Canon is potentially exposed to concentrations of credit risk if the customer failed to perform according to the terms of the contracts.

38


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(13)   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 described 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.
    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 September 30, 2010 and December 31, 2009.
                                 
    Millions of yen  
    September 30, 2010  
    Level 1     Level 2     Level 3     Total  
Assets:
                               
Cash and cash equivalents
          185,828             185,828  
Available-for-sale (current):
                               
Government bonds
    1                   1  
Corporate bonds
                1,000       1,000  
Available-for-sale (noncurrent):
                               
Government bonds
    177                   177  
Corporate bonds
          27       562       589  
Fund trusts
    1,454       1,852             3,306  
Equity securities
    21,018                   21,018  
Derivatives
          2,852             2,852  
 
                       
Total assets
    22,650       190,559       1,562       214,771  
 
                       
Liabilities:
                               
Derivatives
          6,035             6,035  
 
                       
Total liabilities
          6,035             6,035  
 
                       

39


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(13)   Fair Value Measurements (continued)
                                 
    Millions of yen  
    December 31, 2009  
    Level 1     Level 2     Level 3     Total  
Assets:
                               
Cash and cash equivalents
          184,856             184,856  
Available-for-sale (current):
                               
Government bonds
    222                   222  
Available-for-sale (noncurrent):
                               
Government bonds
    204                   204  
Corporate bonds
          29       1,340       1,369  
Fund trusts
    1,589       979             2,568  
Equity securities
    17,726                   17,726  
Derivatives
          752             752  
 
                       
Total assets
    19,741       186,616       1,340       207,697  
 
                       
Liabilities:
                               
Derivatives
          7,210             7,210  
 
                       
Total liabilities
          7,210             7,210  
 
                       
    Level 1 investments are comprised principally of Japanese equity securities, which are valued using an unadjusted quoted market price in active markets with sufficient volume and frequency of transactions. Level 2 cash and cash equivalents are valued based on market approach, using quoted prices for identical assets in markets that are not active. Level 3 investments are comprised mainly of corporate bonds, which are valued based on cost approach, using unobservable inputs as the market for the assets was not active at the measurement date.
 
    Derivative financial instruments are comprised of foreign exchange contracts. Level 2 derivatives are valued using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and interest rates, based on market approach.
 
    The following table presents the changes in Level 3 assets measured on a recurring basis, consisting primarily of corporate bonds, for the nine months ended September 30, 2010 and 2009.
 
         Nine months ended September 30, 2010
         
    Millions of yen  
Balance at December 31, 2009
    1,340  
Total gains or losses (realized or unrealized):
       
Included in earnings
    (60)
Included in other comprehensive income (loss)
     
Purchases, issuances, and settlements
    282  
 
     
Balance at September 30, 2010
    1,562  
 
     

40


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(13)   Fair Value Measurements (continued)
 
         Nine months ended September 30, 2009
         
    Millions of yen  
Balance at December 31, 2008
    1,516  
Total gains or losses (realized or unrealized):
       
Included in earnings
    (200)  
Included in other comprehensive income (loss)
    (1)  
Purchases, issuances, and settlements
    78  
 
     
Balance at September 30, 2009
    1,393  
 
     
    The following table presents the changes in Level 3 assets measured on a recurring basis, consisting primarily of corporate bonds, for the three months ended September 30, 2010 and 2009.
 
         Three months ended September 30, 2010
         
    Millions of yen  
Balance at June 30, 2010
    1,211  
Total gains or losses (realized or unrealized):
       
Included in earnings
     
Included in other comprehensive income (loss)
    20  
Purchases, issuances, and settlements
    331  
 
     
Balance at September 30, 2010
    1,562  
 
     
         Three months ended September 30, 2009
         
    Millions of yen  
Balance at June 30, 2009
    1,403  
Total gains or losses (realized or unrealized):
       
Included in earnings
    (56)  
Included in other comprehensive income (loss)
    2  
Purchases, issuances, and settlements
    44  
 
     
Balance at September 30, 2009
    1,393  
 
     
    Gains and losses included in earnings are mainly related to corporate bonds still held at September 30, 2010 and 2009, and are reported in “Other, net” in the consolidated statements of income.

41


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(13)   Fair Value Measurements (continued)
 
    Assets and liabilities measured at fair value on a nonrecurring basis
 
    Non-marketable equity securities with a carrying amount of ¥5,000 million were written down to their fair value of ¥2,422 million and equity securities accounted for by the equity method with a carrying amount of ¥33,984 million were written down to their fair value of ¥15,164 million, resulting in an other-than-temporary impairment charge totaling ¥21,398 million, which was included in earnings for the nine months ended September 30, 2010. Non-marketable equity securities were classified as Level 2 instruments, as Canon uses observable inputs to value these investments. Equity securities accounted for by the equity method were classified as Level 3 instruments, as Canon uses unobservable inputs to value these investments.
 
    Non-marketable equity securities with a carrying amount of ¥1,463 million were written down to their fair value of ¥478 million, resulting in an other-than-temporary impairment charge of ¥985 million, which was included in earnings for the nine months ended September 30, 2009. All impaired non-marketable equity securities were classified as Level 3 instruments, as Canon uses unobservable inputs to value these investments.
 
(14)   Supplemental Information
 
    Gains and losses resulting from foreign currency transactions, including foreign exchange contracts, and translation of assets and liabilities denominated in foreign currencies are included in other income (deductions) in the consolidated statements of income. Foreign currency exchange gains and losses, net were ¥3,535 million gains and ¥1,643 million losses, for the nine months ended September 30, 2010, and 2009, respectively, and were ¥1,340 million gains and ¥310 million gains, for the three months ended September 30, 2010, and 2009, respectively.
 
    Advertising costs are expensed as incurred. Advertising expenses were ¥59,720 million and ¥48,253 million for the nine months ended September 30, 2010 and 2009, respectively, and were ¥19,981 million and ¥14,887 million for the three months ended September 30, 2010 and 2009, respectively.
 
    Shipping and handling costs totaled ¥39,600 million and ¥33,144 million for the nine months ended September 30, 2010 and 2009, respectively and ¥13,412 million and ¥11,102 million for the three months ended September 30, 2010 and 2009, respectively, and are included in selling, general and administrative expenses in the consolidated statements of income.
 
    Consolidated comprehensive income for the nine months ended September 30, 2010 and 2009 was ¥104,852 million and ¥94,118 million, respectively, and for the three months ended September 30, 2010 and 2009 was ¥52,105 million and ¥2,845 million, respectively.
 
    Certain debt securities with original maturities of less than three months classified as available-for-sale securities of ¥185,828 million and ¥184,856 million at September 30, 2010 and December 31, 2009, respectively, are included in cash and cash equivalents in the consolidated balance sheets. Additionally, certain debt securities with original maturities of less than three months classified as held-to-maturity securities of ¥1,000 million and ¥999 million at September 30, 2010 and December 31, 2009, respectively, are also included in cash and cash equivalents. Fair value for these securities approximates their cost.

42


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(15)   Segment Information
 
    Certain foreign private issuers, including Canon, have been exempted from the segment disclosure requirements of U.S. GAAP in filings with the SEC under the Securities Exchange Act of 1934.
 
    However, in September 2008, the SEC issued its “Foreign Issuer Reporting Enhancements” (“FIRE”) rule, and Canon adopted the guidance for segment reporting under U.S. GAAP in the year ended December 31, 2009. For the interim period information, Canon discloses segment information under U.S. GAAP for all periods presented. Accordingly, prior period segment information has been adjusted to conform to this guidance under U.S. GAAP.
 
    Segment information
 
    Canon operates its business in three segments: the Office Business Unit, the Consumer Business Unit, and the Industry and Others Business Unit, which are based on the organizational structure and information reviewed by Canon’s management to evaluate results and allocate resources.
 
    The primary products included in each segment are as follows:
     
Office Business Unit:
  Office network digital MFDs, Color network digital MFDs, Personal-use network digital MFDs, Office copying machines, Full-color copying machines, Personal-use copying machines, Laser printers, and Large format inkjet printers
 
   
Consumer Business Unit:
  Digital SLR cameras, Compact digital cameras, Interchangeable lenses, Digital video camcorders, Inkjet multifunction peripherals, Single function inkjet printers, Image scanners, and Broadcasting equipment
 
   
Industry and Others Business Unit:
     
 
  Semiconductor lithography equipment, LCD lithography equipment, Medical image recording equipment, Magnetic heads, Micromotors, Computers, Handy terminals, Document scanners, and Calculators
    The accounting policies of the segments are substantially the same as the accounting policies used in consolidated financial statements of Canon Inc. and Subsidiaries. Canon evaluates performance of, and allocates resources to, each segment based on operating profit.
 
    Océ, which was acquired in the business combination concluded in March 2010 (see Note 7), is included in the Office Business Unit.

43


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(15)   Segment Information (continued)
 
    Segment information (continued)
 
   
Information about operating results for each segment for the nine months ended September 30, 2010 and 2009 is as follows:
                                         
                            Corporate    
                    Industry and   and    
    Office   Consumer   Others   eliminations   Consolidated
                    (Millions of yen)                
 
2010:
                                       
Net sales:
                                       
External customers
  ¥ 1,431,626     ¥ 977,741     ¥ 229,668     ¥     ¥ 2,639,035  
Intersegment
    6,366       1,346       71,364       (79,076 )      
 
                   
Total
    1,437,992       979,087       301,032       (79,076 )     2,639,035  
Operating cost and expenses
    1,205,821       806,044       305,019       17,446       2,334,330  
 
                   
Operating profit (loss)
  ¥ 232,171     ¥ 173,043     ¥ (3,987 )   ¥ (96,522 )   ¥ 304,705  
 
                   
 
                                       
2009:
                                       
Net sales:
                                       
External customers
  ¥ 1,172,907     ¥ 887,107     ¥ 195,129     ¥     ¥ 2,255,143  
Intersegment
    7,038       1,324       59,551       (67,913 )      
 
                   
Total
    1,179,945       888,431       254,680       (67,913 )     2,255,143  
Operating cost and expenses
    1,031,163       780,082       295,676       23,295       2,130,216  
 
                   
Operating profit (loss)
  ¥ 148,782     ¥ 108,349     ¥ (40,996 )   ¥ (91,208 )   ¥ 124,927  
 
                   
Information about operating results for each segment for the three months ended September 30, 2010 and 2009 is as follows:
                                         
                            Corporate    
                    Industry and   and    
    Office   Consumer   Others   eliminations   Consolidated
                    (Millions of yen)                
 
2010:
                                       
Net sales:
                                       
External customers
  ¥ 505,049     ¥ 324,450     ¥ 83,652     ¥     ¥ 913,151  
Intersegment
    1,866       323       26,122       (28,311 )      
 
                   
Total
    506,915       324,773       109,774       (28,311 )     913,151  
Operating cost and expenses
    430,615       265,996       105,382       6,734       808,727  
 
                   
Operating profit
  ¥ 76,300     ¥ 58,777     ¥ 4,392     ¥ (35,045 )   ¥ 104,424  
 
                   
 
                                       
2009:
                                       
Net sales:
                                       
External customers
  ¥ 401,260     ¥ 314,066     ¥ 58,998     ¥     ¥ 774,324  
Intersegment
    2,385       431       24,364       (27,180 )      
 
                   
Total
    403,645       314,497       83,362       (27,180 )     774,324  
Operating cost and expenses
    345,074       262,918       100,559       5,784       714,335  
 
                   
Operating profit (loss)
  ¥ 58,571     ¥ 51,579     ¥ (17,197 )   ¥ (32,964 )   ¥ 59,989  
 
                   
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.

44


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(15)  
Segment Information (continued)
 
   
Geographic information
 
   
Information by major geographic area for the nine months ended September 30, 2010 and 2009 is as follows:
                                         
    Japan   Americas   Europe   Other areas   Total
    (Millions of yen)
 
                                       
2010:
                                       
Net sales:
                                       
 
  ¥  497,580     ¥  721,189     ¥  829,659     ¥  590,607     ¥  2,639,035  
 
                                       
2009:
                                       
Net sales:
                                       
 
  ¥  504,745     ¥  619,372     ¥  686,627     ¥  444,399     ¥  2,255,143  
   
Information by major geographic area for the three months ended September 30, 2010 and 2009 is as follows:
                                         
    Japan   Americas   Europe   Other areas   Total
    (Millions of yen)
 
                                       
2010:
                                       
Net sales:
                                       
 
  ¥  159,919     ¥  246,695     ¥  288,012     ¥  218,525     ¥  913,151  
 
                                       
2009:
                                       
Net sales:
                                       
 
  ¥  161,863     ¥  217,512     ¥  237,452     ¥  157,497     ¥  774,324  
   
Net sales are attributed to areas based on the location where the product is shipped to the customers.

45


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(15)   Segment Information (continued)
 
    Geographic information (continued)
 
   
The following information is based on the location of the Company and its subsidiaries for the nine months ended September 30, 2010 and 2009. In addition to the disclosure requirements under U.S. GAAP, Canon discloses this information as supplemental information based on the disclosure requirements of the Japanese Financial Instruments and Exchange Law.
                                                 
                                    Corporate    
                                    and    
    Japan   Americas   Europe   Other areas   eliminations   Consolidated
    (Millions of yen)  
 
2010:
                                               
Net sales:
                                               
External customers
  ¥ 604,374     ¥ 711,328     ¥ 823,886     ¥ 499,447     ¥     ¥ 2,639,035  
Intersegment
    1,457,204       5,134       2,650       528,637       (1,993,625 )      
 
                                   
Total
    2,061,578       716,462       826,536       1,028,084       (1,993,625 )     2,639,035  
Operating cost and expenses
    1,743,505       698,834       794,215       988,666       (1,890,890 )     2,334,330  
 
                                   
Operating profit
  ¥ 318,073     ¥ 17,628     ¥ 32,321     ¥ 39,418     ¥ (102,735 )   ¥ 304,705  
 
                                   
 
                                               
2009:
                                               
Net sales:
                                               
External customers
  ¥ 599,823     ¥ 602,836     ¥ 684,387     ¥ 368,097     ¥     ¥ 2,255,143  
Intersegment
    1,175,120       871       2,232       368,561       (1,546,784 )      
 
                                   
Total
    1,774,943       603,707       686,619       736,658       (1,546,784 )     2,255,143  
Operating cost and expenses
    1,590,086       597,292       665,856       709,348       (1,432,366 )     2,130,216  
 
                                   
Operating profit
  ¥ 184,857     ¥ 6,415     ¥ 20,763     ¥ 27,310     ¥ (114,418 )   ¥ 124,927  
 
                                   
Information by the location of the Company and its subsidiaries for the three months ended September 30, 2010 and 2009.
 
                                    Corporate    
                                    and    
    Japan   Americas   Europe   Other areas   eliminations   Consolidated
    (Millions of yen)  
 
2010:
                                               
Net sales:
                                               
External customers
  ¥ 199,912     ¥ 244,674     ¥ 285,550     ¥ 183,015     ¥     ¥ 913,151  
Intersegment
    504,522       4,022       462       192,854       (701,860 )      
 
                                   
Total
    704,434       248,696       286,012       375,869       (701,860 )     913,151  
Operating cost and expenses
    596,566       242,572       273,649       361,404       (665,464 )     808,727  
 
                                   
Operating profit
  ¥ 107,868     ¥ 6,124     ¥ 12,363     ¥ 14,465     ¥ (36,396 )   ¥ 104,424  
 
                                   
 
                                               
2009:
                                               
Net sales:
                                               
External customers
  ¥ 183,622     ¥ 211,600     ¥ 236,775     ¥ 142,327     ¥     ¥ 774,324  
Intersegment
    455,645       (94 )     1,295       160,266       (617,112 )      
 
                                   
Total
    639,267       211,506       238,070       302,593       (617,112 )     774,324  
Operating cost and expenses
    560,347       206,860       230,792       288,765       (572,429 )     714,335  
 
                                   
Operating profit
  ¥ 78,920     ¥ 4,646     ¥ 7,278     ¥ 13,828     ¥ (44,683 )   ¥ 59,989  
 
                                   

46


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(16)   Subsequent Events
 
    Share Exchange
 
    On June 28, 2010, the Board of Directors of the Company approved a share exchange under which the Company would make Canon Machinery Inc. (“Canon Machinery”) its wholly owned subsidiary. The share exchange became effective on October 1, 2010. Before the share exchange, the Company owned 63.82% of Canon Machinery. The share exchange ratio was one share of Canon Machinery for 0.61 share of the Company. The Company issued no new shares of stock, as it issued 1,801,292 shares of treasury stock for this transaction.
 
    In order to secure the fairness of the share exchange ratio, the Company and Canon Machinery determined that each company would separately request an independent third-party appraisal agency to calculate the share exchange ratio, and diligently examined the results of the professional analyses and advice on the calculation of the proposed share exchange ratios submitted by the third-party appraisal agencies. As a result, the Boards of Directors of the Company and Canon Machinery determined the share exchange ratio of 0.61 share of the Company’s common stock for each share of Canon Machinery common stock at their meetings held on June 28, 2010.
 
    As a result of the share exchange, the carrying amount of the Company’s noncontrolling interest in Canon Machinery was decreased from ¥ 4,259 million to zero. The difference between the fair value of the shares of the Company issued to the noncontrolling interest holders and the decrease in the carrying amount of the noncontrolling interests was recognized as an adjustment to additional paid-in capital. Additionally, after the date of the exchange, all of the net income of Canon Machinery is attributable to the Company.
 
    The Company has decided that making Canon Machinery its wholly owned subsidiary would facilitate the organic integration of both companies’ management resources, further enhance the synergy effect throughout the Canon Group, and further elevate the flexibility and speed of management.
 
    On June 28, 2010, the Board of Directors of the Company approved a share exchange under which the Company would make Tokki Corporation (“Tokki”) its wholly owned subsidiary. The share exchange became effective on October 1, 2010. Before the share exchange, the Company owned 66.49% of Tokki. The share exchange ratio was one share of Tokki for 0.12 share of the Company. The Company issued no new shares of stock, as it issued 1,348,878 shares of treasury stock for this transaction.
 
    In order to secure the fairness of the share exchange ratio, the Company and Tokki determined that each company would separately request an independent third-party appraisal agency to calculate the share exchange ratio, and diligently examined the results of the professional analyses and advice on the calculation of the proposed share exchange ratios submitted by the third-party appraisal agencies. As a result, the Boards of Directors of the Company and Tokki determined the share exchange ratio of 0.12 share of the Company’s common stock for each share of Tokki common stock at their meetings held on June 28, 2010.
 
    As a result of the share exchange, the carrying amount of the Company’s noncontrolling interest in Tokki was decreased from ¥ 1,752 million to zero. The difference between the fair value of the shares of the Company issued to the noncontrolling interest holders and the decrease in the carrying amount of the noncontrolling interests was recognized as an adjustment to additional paid-in capital. Additionally, after the date of the exchange, all of the net income of Tokki is attributable to the Company.

47


 

CANON INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(16)   Subsequent Events (continued)
 
    The Company has decided that making Tokki its wholly owned subsidiary would facilitate the organic integration of both companies’ management resources, further enhance the synergy effect throughout the Canon Group, and further elevate the flexibility and speed of management.
 
    Acquisition of own shares
 
    On September 9, 2010, the Board of Directors of the Company approved a plan to repurchase up to 15 million shares of the Company’s common stock at a cost of up to ¥50,000 million for the period from September 9, 2010 to November 12, 2010. Such repurchases are intended to improve capital efficiency and ensure flexible capital strategy. Common stock repurchased in the Tokyo Stock Exchange between September 10, 2010 and October 19, 2010 under the aforementioned plan was 13,151,300 shares at a cost of ¥50,000 million.
 
(2)   Other Information
 
    None.

48