Business risks related to business conditions, financial status, and other factors that may potentially have significant influence on investor decisions include the following.

Economic Conditions Affecting Product Demand

The Topcon Group (hereinafter “the Group”) conducts three businesses: Positioning, Smart Infrastructure and Eye Care. Demand for the Group’s products is influenced by the trends in each of the markets in which the companies conduct business (construction, ophthalmic, and etc.).
A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group. The Group maintains a high ratio of overseas sales, selling products in Japan as well as around the world, including the United States, Europe, China and other Asian countries. Therefore, economic conditions in these countries may also impact the business results and financial position of the Group.

Overseas Business Development

The Group conducts a wide range of business activities overseas, including exporting products and undertaking local production at overseas sites.
Accordingly, a deterioration in overseas political or economic conditions, foreigntrade or foreign currency restrictions, revisions to laws and regulations or taxation systems, worsening public security, or the occurrence of terrorist actions, war, or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group.

Intensifying Competition
(Price and Non-price Competition)

Competitors supplying products that are similar to the Group’s products are present for each company. The Group strives to achieve early introduction of new products to the market, develop new technologies, reduce costs, and other activities to create a competitive advantage for the Group. However, delayed development of new products, protracted development of new technologies, sharp rises in raw material costs, and other factors may weaken the Group’s growth potential or profitability, and thus may impact the business results and financial position of the Group.

Fluctuations in Interest Rates, Foreign Exchange Rates, or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales. Since this presents exposure to foreign exchange rate fluctuation risk, the Group uses forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand. Despite these precautions, severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group. The Group also borrows funds from financial institutions, which presents exposure to interest rate fluctuation risk. Changes in financial market conditions could lead to sharp rises in interest rates. Such fluctuations could raise the level of the Group’s interest rate payments, which may impact the business results and financial position of the Group.

Fund Procurement

The Group procures the necessary funds by taking out loans from financial institutions, the issuance of bonds, and other means. There is a possibility that the continuation of a loan or the receipt of new loans may not be possible due to factors such as a decline in financial markets or our operating results. Furthermore, the lowering of the Group credit rating by a rating institution could constrain fund procurement and/or result in increased costs related to fond procurement. Such events may impact the business results and financial position of the Group.

New Business Strategies

The Group diligently considers initiatives for new businesses for the future growth of the Group. However, new businesses necessarily present various uncertainties. Failing to develop such businesses according to plan may impact the business results and financial position of the Group.

Corporate Acquisitions

The Group strives to build systems that can foster optimal business forms in response to business characteristics, and at times takes steps such as corporate acquisitions to expand operations. Nonetheless, such actions can affect the Group’s business results and financial position if sharp changes in the market and competitive environment cause the acquired businesses to fail to perform according to plan or management resources cannot be put to effective use.

Fixed Assets

The Group maintains property, plant and equipment and intangible assets, such as goodwill assumed with corporate acquisitions. Decreases in the asset value of these noncurrent assets due to declining profitability, falling market prices, and other factors could lead to impairment losses or loss on sale at the time of sale. Such conditions may impact the business results and financial position of the Group.

Procurement of Materials and Other Items

The manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited, or for which it would be difficult to change suppliers. Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays, which may impact the business results and financial position of the Group.

Product Quality Issues

The Group puts every effort into quality control to maintain an optimal quality according to the features of its products. However, it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall, litigation, or other action. Such an event may impact the business results and financial position of the Group.

Intellectual Property Rights

The Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement. However, the possibility exists that a third party may file infringement litigation concerning intellectual property rights against the Group. In the event a dispute over intellectual property rights occurs, it may impact the business results and financial position of the Group.

Laws and Regulations

Some of the products that the Group manufactures for Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business. Changes in regulations or the inability to secure the necessary approvals and authorization in various countries in a timely manner for business activities may impact the business results and financial position of the Group.

Natural Disasters and Accidents

Unforeseen natural disasters or man-made disasters, including earthquakes, acts of terrorism, wars, and epidemics that occur in regions where the Group conducts business, can cause human casualties, property damage, suspension of business activities to the Group. Such an event may impact the business results and financial position of the Group.

Seasonality

Our sales and profits tend to be disproportionately weighted toward the fourth quarter.