Form 6-K CANON INC For: Mar 02

CANON INC.

    Shinichi Aoyama

    General Manager

    Consolidated Accounting Div.

    Canon Inc.

Item No.1: Dividend from Surplus

The basic policy of the Company is to return profit stably and proactively to shareholders as primarily dividends after comprehensively considering the medium-term profit outlook, future investment plans, and cash flows, etc.

Through efforts to strengthen product competitiveness and its financial position, the Company has achieved an increase in profit for two consecutive business terms amid a challenging business environment. Comprehensively considering this along with the above basic policy, we propose a term-end dividend of 85.00 yen per share, as follows.

As we have already paid an interim dividend of 65.00 yen per share, the full-year dividend will be 150.00 yen per share, which is an increase of 20.00 yen compared with the previous business term.

 Type of dividend

Cash

‚ Matters concerning allocation of dividend and its total amount

85.00 yen per one common share of the Company

Total amount of dividend 92,805,705,295 yen

ƒ Effective date of the dividend from surplus

March 30, 2015

As of

Apr.  1961: Entered the Company

Mar. 1981: Director

Mar. 1985: Managing Director

Mar. 1989: Senior Managing & Representative Director

Mar. 1993: Executive Vice President & Representative Director

Sep. 1995: President & CEO

Mar. 2006: Chairman, President & CEO

May 2006: Chairman & CEO

Mar. 2012: Chairman & CEO (present; English position name unchanged from “Chairman & CEO”)

(Important concurrent posts)

—Audit & Supervisory Board Member of The Yomiuri Shimbun

   Holdings

—Director of Japan Post Holdings Co., Ltd.

Date of birth

Number of the Company’s shares held

  Candidate No. 1

117,723 shares

As of

Apr.  1964: Entered the Company

Mar. 1995: Director

Mar. 1997: Managing Director

Mar. 2001: Senior Managing Director

Mar. 2007: Executive Vice President & Director

Mar. 2008: Executive Vice President & CFO (present)

Apr.  2011: Group Executive of Finance & Accounting Headquarters (present)

Apr.  2012: Group Executive of Facilities Management Headquarters (present)

Mar. 2014: Group Executive of Human Resources Management & Organization Headquarters (present)

Date of birth

Number of the Company’s shares held

  Candidate No. 2

21,710 shares

As of

Apr.  1970: Entered the Company

Mar. 2001: Director

Mar. 2005: Managing Director

Apr. 2005:  President & CEO of Canon U.S.A., Inc.

Mar. 2009: Senior Managing Director (present)

Apr. 2014:  Chairman & CEO of Canon U.S.A., Inc. (present)

Number of the Company’s shares held

  Candidate No. 3

25,097 shares

As of

Apr. 1980: Entered the Company

Jul.  2007: Group Executive of Platform Technology Development

Headquarters

Apr. 2008: Executive Officer

Mar. 2011: Director (present)

Jul.  2012: Group Executive of Digital System Technology Development

Headquarters (present)

Date of birth

Candidate No.  8  

7,400 shares

As of

Apr. 1981: Entered the Company

Mar. 2010: Deputy Group Executive of Corporate Intellectual Property

and Legal Headquarters

Apr.  2010: Executive Officer

Group Executive of Corporate Intellectual Property

and Legal Headquarters (present)

Mar. 2012: Director (present)

Date of birth

Candidate No.  9  

3,200 shares

As of

Apr. 1981: Entered the Company

Jan. 2010: Group Executive of Inkjet Products Development Group

Apr. 2011: Executive Officer

Deputy Chief Executive of Inkjet Products Operations

Mar. 2012: Director (present)

Chief Executive of Inkjet Products Operations (present)

Date of birth

Candidate No. 10  

6,500 shares

As of

Apr. 1981: Entered the Company

Apr. 2008: Executive Officer

Deputy Chief Executive of Office Imaging Products Operations

Apr. 2012: Senior Executive Officer

Jan. 2013: Group Executive of Network Visual Solution Business Promotion Headquarters (present)

Mar. 2013: Director (present)

Date of birth

Candidate No. 11  

7,000 shares

Kunitaro Saida

Date of birth                          May 4, 1943

Number of the Company’s shares held

400 shares

As of

Apr. 1969: Appointed as Public Prosecutor

Feb. 2003: Superintending Prosecutor of Takamatsu High Public

Prosecutors Office

Jun. 2004: Superintending Prosecutor of Hiroshima High Public

Prosecutors Office

Aug. 2005: Superintending Prosecutor of Osaka High Public

Prosecutors Office

May 2006: Retired from Superintending Prosecutor of Osaka High

                  Public Prosecutors Office

                  Qualified for attorney (present)

Jun. 2007: Audit & Supervisory Board Member of NICHIREI

CORPORATION (present)

Jun. 2008: Director of Sumitomo Osaka Cement Co., Ltd. (present)

Jun. 2010: Director of HEIWA REAL ESTATE CO., LTD. (present)

Mar. 2014: Director (present)

(Important concurrent posts)

—Attorney

—Audit & Supervisory Board Member of NICHIREI CORPORATION

—Director of Sumitomo Osaka Cement Co., Ltd.

—Director of HEIWA REAL ESTATE CO., LTD.

Candidate No. 16    

As of

Apr. 1975: Entered Ministry of Finance

Jul. 2007: Director-General of Tax Bureau, Ministry of Finance

Jul. 2009: Commissioner of National Tax Agency

Jul. 2010: Retired from Commissioner of National Tax Agency

Jan. 2011: Senior Managing Director of Japan Securities Depository

Center, Incorporated

Jun. 2011: President and Chief Executive Officer of Japan Securities

Depository Center, Incorporated (present)

Jun. 2013: Director of Toyota Motor Corporation (present)

Mar. 2014: Director (present)

(Important concurrent posts)

—Presidentand Chief Executive Officer of Japan Securities

  DepositoryCenter, Incorporated

—Director of Toyota Motor Corporation

Date of birth

Number of the Company’s shares held

0 shares

Candidate No. 17    

Notes:

1.

None of the candidates for the Directors have any special interest in the Company.

2.

Mr. Kunitaro Saida and Mr. Haruhiko Kato are candidates for Outside Directors defined by Item 7, Paragraph 3, Article 2 of the Enforcement Regulations of the Corporation Law.

3.

The reasons we have selected Mr. Kunitaro Saida and Mr. Haruhiko Kato as candidates for Outside Directors are as follows.

(1)

The Company requests that Mr. Kunitaro Saida be elected as Outside Director so that the Company’s management may utilize his wealth of experience and advanced expert knowledge gained from his distinguished career as Superintending Prosecutor of High Public Prosecutors Offices (in Takamatsu, Hiroshima and Osaka) and later as an attorney in corporate legal affairs.

(2)

The Company requests that Mr. Haruhiko Kato be elected as Outside Director so that the Company’s management may utilize his wealth of experience and advanced expert knowledge gained from his distinguished career in fiscal operations of the national government as Director-General of Tax Bureau in the Ministry of Finance, and Commissioner of National Tax Agency as well as his managerial experience as President of Japan Securities Depository Center, Incorporated.

4.

At Sumitomo Osaka Cement Co., Ltd., where Mr. Kunitaro Saida serves as Outside Director, inappropriate accounting treatment in the settlement of accounts during the period from the first quarter of fiscal year ended March 31, 2010 through the second quarter of fiscal year ended March 31, 2012, was discovered, and the aforesaid company submitted amendment reports for Annual Securities Report, etc., issued a correction to the financial results report (Kessan Tanshin), and submitted a business improvement report to the Tokyo Stock Exchange. Mr. Kunitaro Saida regularly promotes awareness from the viewpoint of placing importance on compliance and internal controls, and with respect to the aforementioned matter, he was appointed as a member of the internal investigation committee where he proactively investigated the matter and advised from an independent standpoint on the proposals of measures to prevent recurrence. In addition, he expressed his opinion on corrective measures and measures to prevent recurrence such as strengthening measures.

Notes:

1.

None of the candidates for the Audit & Supervisory Board Members have any special interest in the Company.

2.

Mr. Tadashi Ohe is a candidate for Outside Audit & Supervisory Board Member defined by Item 8, Paragraph 3, Article 2 of the Enforcement Regulations of the Corporation Law.

3.

The Company requests that Mr. Tadashi Ohe be elected as Outside Audit & Supervisory Board Member so that his wealth of experience and advanced expert knowledge, gained from his longstanding practice in corporate legal affairs as an attorney and his experience as a university professor specializing in legal research, may be utilized to monitor the overall management and to realize stricter propriety in auditing.

4.

Although Mr. Tadashi Ohe does not hold experience of being involved in the management of a company other than in a position of an outside director or outside audit & supervisory board member, the Company judges that he will appropriately perform his duties as Outside Audit & Supervisory Board Member through his longstanding practice in corporate legal affairs as an attorney.

5.

Mr. Tadashi Ohe has served as Audit & Supervisory Board Member of the Company for 21 years.

6.

The Company has entered into a contract with Mr. Tadashi Ohe limiting the amount of his damage compensation liabilities defined in Paragraph 1, Article 423 of the Corporation Law to the limit prescribed by laws and regulations. Should he be elected, the Company will continue the aforementioned contract with him.

7.

The Company has notified Mr. Tadashi Ohe as an independent auditor to each stock exchange in Japan on which the Company is listed as provided under the regulations of each stock exchange. Should he be elected, the Company will continue to make him independent auditor.

Items Required to be Agreed on for the Exercise of Voting Rights via the Internet

(1)

You may exercise your voting rights via the Internet only through the website for exercising voting rights specified by the Company (see “Specific Procedures to Exercise Your Voting Rights via the Internet” (1) below). Please note that you cannot exercise your voting rights via the Internet by a mobile phone.

(2)

When exercising your voting rights via the Internet, the “Code for the Exercise of Voting Rights” and the “Password” described in the enclosed Voting Form are required.

(3)

If you exercise your voting rights twice, in writing and via the Internet, we will only accept the exercise of your voting rights via the Internet as effective.

(4)

If you exercise your voting rights more than once via the Internet, we will only accept the last exercise of your voting rights as effective.

(5)

The cost of Internet access (access fees to providers, telecommunications fees, etc.) shall be borne by the shareholders.

Specific Procedures to Exercise Your Voting Rights via the Internet

(1)

Access the website for exercising voting rights specified by the Company (http://www.it-soukai.com).

(2)

Enter the “Code for the Exercise of Voting Rights” and the “Password” described in the enclosed Voting Form and click on the “Log-in” button. On the first time you log in, you must change your password when prompted for security reasons.

(3)

Exercise your voting rights by following the directions on the screen.

System Requirements

  Personal Computer

Windows^® computer

  Browser

Microsoft^® Internet Explorer 5.5 or higher

  Internet Environment

Internet access such as through a contract with an Internet service provider

  Monitor Resolution

1024×768 pixels or higher is recommended.

*Microsoft and Windows are registered trademarks or trademarks of Microsoft Corporation in the United States and other countries.

Security

You may exercise your voting rights safely due to the encryption technology (SSL128bit) used to protect your voting information from being tampered with or wiretapped.

In addition, the “Code for the Exercise of Voting Rights” and the “Password” described in the Voting Form are very important to authenticate shareholders, so please ensure that you do not disclose them to other people. Please note that the Company does not make any inquiries regarding your “Password.”

For Inquiries with Respect to the Exercise of Voting Rights via the Internet

Please contact:

Internet Help Dial: Stock Transfer Agency Department Mizuho Trust & Banking Co., Ltd.

Telephone: 0120-768-524 (toll-free) Operating Hours: 9:00 a.m. to 9:00 p.m. (excluding Saturdays, Sundays and national holidays)

products, sales of color machines expanded significantly and overall sales including monochrome machines also increased from the previous term.

Sales of Canon’s laser multifunction printers (MFPs) and laser printers for small to mid-sized businesses were solid supported by sales growth in Japan and the Americas.

In the area of OEM-brand laser multifunction printers and laser printers, amid the unfavorable economic conditions particularly in Europe, unit sales remained flat, but the sales revenue rose from the previous term helped by the growth of sales of high-end models.

As for high-speed continuous feed printers, which are covered by Océ, sales of the “Océ ColorStream 3000” series were strong.

As a result of the above, sales for this business unit increased by 3.9% on a consolidated basis and by 2.6% on a non-consolidated basis, both in comparison to the previous term.

imagePRESS C800/700

Color multifunction device that delivers high-quality printing through the use of new technology. Aimed at the light-production market, it offers consistently vivid colors even in mass volume printing, it supports various paper types, and it is well suited to a wide range of needs from commercial printing to in-company printing.

the existing compatibility with large-sensor 4K cameras.

In the area of inkjet printers, we introduced new products with improved interaction with mobile devices as well as models specifically targeting female customers, in addition to the launch of a new brand “MAXIFY” targeting business users, thereby responding to increasingly diverse demands. As the overall market is shrinking due to the slow recovery in the global economy, unit sales of inkjet printers decreased slightly, although the sales revenue from consumables increased from the previous term.

We achieved a solid increase in unit sales of large-format inkjet printers for commercial uses owing partly to the winning of business with major customers, which resulted in an increase in the sales revenue from consumables.

Nevertheless, since the decline in unit sales of digital cameras had a substantial impact, sales for this business unit decreased by 7.3% on a consolidated basis and by 12.3% on a non-consolidated basis, both in comparison to the previous term.

MAXIFY MB5300 series

New brand of business-use inkjet printer that offers high productivity and delivers high-quality printing with newly developed all-color pigment ink suitable for business usage.

vendors of video management software in the world, in order to further strengthen this business.

Sales revenues from document scanners manufactured by Canon Electronics Inc. increased helped by brisk sales in emerging markets such as the Middle East, South America and India.

Sales of both semiconductor film deposition equipment manufactured by Canon ANELVA Corporation and organic LED (OLED) panel manufacturing equipment by Canon Tokki Corporation declined as capital investment by corporate customers failed to recover. On the other hand, FA systems and semiconductor manufacturing equipment by Canon Machinery Inc. performed well and the sales revenue increased.

As a result of the above, sales for this business unit increased by 6.4% on a consolidated basis and by 41.5% on a non-consolidated basis, both in comparison to the previous term.

CXDI-701C/G Wireless

Wireless digital radiography system that captures high-quality, high-resolution diagnostic images. It is equipped with X-ray auto detection feature and Canon proprietary X-ray flat-panel sensors of 125-micron pixel pitch.

  Main facilities completed during this term

  Main facilities under construction for establishment / expansion as of the end of this term

Tamagawa Office of the Company:

Kawasaki Office of the Company:

Canon Ecology Industry Inc.:

 New Administration and Development Building

 (Headquarters Operations)

 Location: Kawasaki-shi, Kanagawa Pref., Japan

 Date of Completion: November, 2014

 New Administration and Development Building

 (Headquarters Operations)

 Location: Kawasaki-shi, Kanagawa Pref., Japan

 New Production Base

 (Office Business Unit)

 Location: Bando-shi, Ibaraki Pref., Japan

 *To be leased to Canon Ecology Industry Inc. by the Company

Canon Canada Inc.:

Toride Plant of the Company:

 New Headquarters

 (Headquarters Operations)

 Location: Ontario, Canada

 New Manufacturing Training Center

 (Headquarters Operations)

 Location: Toride-shi, Ibaraki Pref., Japan

 Reinforcing Existing Businesses Through the Introduction of Innovative Products and Services

For MFDs and other office products, in addition to improving hardware performance, efforts will be made to build a framework that will enable Canon to provide a broad range of high-quality services as a one-stop shop. For cameras, efforts will be made to comprehensively enhance aspects such as image-quality, visual expression, and operability. At the same time, Canon will work to further strengthen the network capabilities of these products. Additionally, to facilitate Canon’s aim of becoming the all-around leader in printing, it will leverage its strength, derived from having prepared a broad lineup, spanning consumer printers to industrial printing. In the industrial equipment domain, Canon will devise and execute concrete plans to concentrate technologies and strengthen the competitiveness of Canon Group companies.

 Expanding New and Future Businesses and Further Cultivating Technologies that will Pave the Way to the Future

Canon aims to produce next-generation semiconductor lithography equipment in volume by strengthening nanoimprint technology that realizes further reduction in process geometries. In the area of network camera systems, Canon will work to enhance its product lineup and develop solutions that address customer needs. With regard to the MR system, Canon will identify industries that can leverage the strength of this system, and will strive to make the system the de facto standard design tool in those industries. In the medical domain, Canon will accelerate development, focusing on promising themes such as photoacoustic tomography, which facilitates the viewing of vascular conditions in 3D. Canon will work to expand and steadily cultivate new businesses mainly targeting the B2B domain, such as Super Machine Vision, a system capable of high-accuracy three-dimensional recognition of objects for potential use in production sites, and 4K reference displays.

 Strengthening Global Sales Forces Through Unified Effort Between Product Operations and Sales Companies

In developed countries, Canon aims to gain share in both the consumer and office products domains. In the consumer products domain, Canon will address the popularity of online shopping and other trends that are contributing to the diversification of sales channels. In the office products domain, Canon will strengthen its response towards centralized procurement of office equipment by global corporations. In emerging markets, Canon will promote enhancement of its various sales networks and product lineup, in line with situations in each country and region.

 Accelerating a New Dimension of Cost-reduction Activities

In the area of procurement, Canon aims to reduce total costs, further deploying measures focused on reducing costs from the stage of product development. In the prototyping process, Canon will create next-generation development methodologies, through such means as expanding the application of simulation technologies as well as employing 3D printing. In production, Canon will realize further cost reduction by expanding the application of automation equipment and taking measures aimed at the in-house production of molded parts and production equipment.

 Building a Globally Optimized Production System

To maintain an optimized production system, Canon will take steps to revive domestic production, promoting measures such as automation and in-house production, while bringing its cost reduction structure to a whole new level. At the same time, Canon will promote localized production through the use of automation equipment in the U.S. and Europe.

110th Business Term
(Jan. 1, 2010-Dec. 31, 2010)

111th Business Term
(Jan. 1, 2011-Dec. 31, 2011)

112th Business Term
(Jan. 1, 2012-Dec. 31, 2012)

113th Business Term
(Jan. 1, 2013-Dec. 31, 2013)

114th Business Term
(Jan. 1, 2014-Dec. 31, 2014)

Net Sales
(100 millions of yen)

Income before Income Taxes
(100 millions of yen)

Net Income Attributable to Canon Inc.
(100 millions of yen)

Basic Net Income Attributable to Canon Inc. Stockholders Per Share
(yen)

Total Assets
(100 millions of yen)

Total Canon Inc. Stockholders’ Equity
(100 millions of yen)

Notes:

110th Business Term
(Jan. 1, 2010-Dec. 31, 2010)

111th Business Term
(Jan. 1, 2011-Dec. 31, 2011)

112th Business Term
(Jan. 1, 2012-Dec. 31, 2012)

113th Business Term
(Jan. 1, 2013-Dec. 31, 2013)

114th Business Term
(Jan. 1, 2014-Dec. 31, 2014)

Net Sales
(100 millions of yen)

Ordinary Profit
(100 millions of yen)

Net Income
(100 millions of yen)

Net Income Per Share
(yen)

Total Assets
(100 millions of yen)

23,157

Net Assets
(100 millions of yen)

Note:

Operations

Main Products

Imaging System

Business Unit

Industry and Others

Business Unit

Company Name

Main Activities

(thousands of U.S.$)

(thousands of Euro)

(thousands of Singapore $)

(thousands of U.S.$)

The ratios of the Company’s voting rights in Canon Marketing Japan Inc. and Canon Europa N.V. are calculated together with the number of voting rights held by subsidiaries.

Major Domestic Bases

Canon Inc.

R&D, Manufacturing and Marketing

Manufacturing

Headquarters [Tokyo]

Canon Electronics Inc. [Saitama Pref.]

Oita Canon Inc. [Oita Pref.]

Kawasaki Office [Kanagawa Pref.]

Canon Finetech Inc. [Saitama Pref.]

Nagasaki Canon Inc. [Nagasaki Pref.]

Ayase Plant [Kanagawa Pref.]

Canon Precision Inc. [Aomori Pref.]

Canon Chemicals Inc. [Ibaraki Pref.]

Hiratsuka Plant [Kanagawa Pref.]

Canon Components, Inc. [Saitama Pref.]

Oita Canon Materials Inc. [Oita Pref.]

Oita Plant [Oita Pref.]

Canon ANELVA Corporation [Kanagawa Pref.]

Fukushima Canon Inc. [Fukushima Pref.]

Tamagawa Office [Kanagawa Pref.]

Canon Machinery Inc. [Shiga Pref.]

Nagahama Canon Inc. [Shiga Pref.]

Kosugi Office [Kanagawa Pref.]

Canon Tokki Corporation [Niigata Pref.]

Marketing

Toride Plant [Ibaraki Pref.]

Canon Marketing Japan Inc. [Tokyo]

Fuji-Susono Research Park [Shizuoka Pref.]

Canon System & Support Inc. [Tokyo]

Yako Office [Kanagawa Pref.]

Canon IT Solutions Inc. [Tokyo]

Utsunomiya Office [Tochigi Pref.]

Canon Software Inc. [Tokyo]

Ami Plant [Ibaraki Pref.]

Major Overseas Bases

Americas

Asia, Oceania

Marketing

Marketing

Canon U.S.A., Inc. [U.S.A.]

Canon (China) Co., Ltd. [China]

Canon Latin America, Inc. [U.S.A.]

Canon Hongkong Co., Ltd. [Hong Kong]

Canon Canada Inc. [Canada]

Canon Korea Consumer Imaging Inc. [South Korea]

Canon Mexicana, S.de R.L. de C.V. [Mexico]

Canon Singapore Pte. Ltd. [Singapore]

Canon do Brasil Indústria e Comércio Limitada [Brazil]

Canon India Pvt. Ltd. [India]

Canon Chile, S.A. [Chile]

Canon Australia Pty. Ltd. [Australia]

Manufacturing

Manufacturing

Canon Virginia, Inc. [U.S.A.]

Canon Dalian Business Machines, Inc. [China]

Europe, Middle East, Africa

Canon Zhuhai, Inc. [China]

Marketing

Canon Zhongshan Business Machines Co., Ltd. [China]

Canon Europa N.V. [Netherlands]

Canon (Suzhou) Inc. [China]

Canon Europe Ltd. [U.K.]

Canon Inc., Taiwan [Taiwan]

Canon (UK) Ltd. [U.K.]

Canon Hi-Tech (Thailand) Ltd. [Thailand]

Canon France S.A.S. [France]

Canon Vietnam Co., Ltd. [Vietnam]

Canon Deutschland GmbH [Germany]

Canon Opto (Malaysia) Sdn.Bhd. [Malaysia]

Canon Ru LLC [Russia]

R&D

Canon Middle East FZ-LLC [U.A.E.]

Canon Information Systems Research Australia Pty. Ltd. [Australia]

Canon South Africa Pty. Ltd. [South Africa]

R&D, Manufacturing and Marketing

Manufacturing

Canon Electronic Business Machines (H.K.) Co., Ltd. [Hong Kong]

Canon Giessen GmbH [Germany]

Canon Bretagne S.A.S. [France]

R&D

Canon Research Centre France S.A.S. [France]

R&D, Manufacturing and Marketing

Océ Holding B.V. [Netherlands]

As of the end of the
Previous Term

Change during This Term

As of the end of This Term

Issued Shares (share)

Capital Stock (yen)

Number of Shareholders (person)