Annual Report 2020

for the fiscal year ended March 31, 2020

Nintendo Co., Ltd.

Table of Contents

Information on the Company .......................................................................................................................................

2

I.

Overview of the Company...............................................................................................................................

2

1.

Key financial data and trends..........................................................................................................................

2

2.

History ............................................................................................................................................................

3

3.

Description of business...................................................................................................................................

4

4.

Subsidiaries and associates .............................................................................................................................

5

5.

Employees.......................................................................................................................................................

7

II.

Business Overview ..........................................................................................................................................

8

1.

Management policy, management environment, issues to address .................................................................

8

2.

Risk factors .....................................................................................................................................................

9

3.

Analysis of financial position, operating results and cash flow by the management....................................

12

4.

Material contracts, etc...................................................................................................................................

16

5.

Research and development activities ............................................................................................................

16

III.

Equipment and Facilities ...............................................................................................................................

18

1.

Overview of capital investments ....................................................................................................................

18

2. Major facilities ...............................................................................................................................................

18

3.

Plans for new installation and retirement of equipment and facilities, etc. ....................................................

19

IV.

Profile of the Company..................................................................................................................................

20

1.

Status of shares and other relevant matters ...................................................................................................

20

2.

Status of acquisition of treasury shares and other relevant matters ..............................................................

26

3.

Dividend policy.............................................................................................................................................

28

4.

Corporate governance ...................................................................................................................................

29

V. Financial Information.........................................................................................................................................

44

Consolidated financial statements, etc................................................................................................................

44

These documents are based on the Company's Annual Securities Report (Japanese only) prepared following the Financial Instruments and Exchange Act for the purpose of providing accurate financial information and other information in a manner that is easy to understand. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

[NOTE: Basis of Presenting Consolidated Financial Statements]

The accompanying consolidated financial statements of Nintendo Co., Ltd. (the "Company") and its consolidated subsidiaries are compiled from the consolidated financial statements prepared by the Company as requested by the Financial Instruments and Exchange Act of Japan and are prepared on the basis of accounting principles and practices generally accepted in Japan, which are different in certain respects as to application and disclosure requirements of the International Financial Reporting Standards. The financial statements of the Company and its domestic subsidiaries are prepared on the basis of the accounting and relevant legal requirements in Japan. The financial statements of the overseas consolidated subsidiaries are prepared on the basis of the accounting and relevant legal requirements of their countries of domicile and no adjustment has been made to their financial statements in consolidation to the extent that significant differences do not occur, as allowed under the generally accepted accounting principles and practices in Japan.

Each amount of the accompanying consolidated financial statements is rounded down to the nearest one million yen or one billion yen. Consequently, the totals shown in the accompanying consolidated financial statements do not necessarily agree with the sums of the individual amounts.

The consolidated financial statements presented herein are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The rate of ¥108 to 1 USD, the approximate current rate of exchange on March 31, 2020, has been applied for the purpose of presentation of the accompanying consolidated financial statements in US dollars. These amounts in US dollars are included solely for convenience and are unaudited. These translations should not be construed as representations that the Japanese yen amounts actually represent, have been or could be converted into US dollars at this or any other rate of exchange.

The accompanying consolidated financial statements are not intended to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan.

- 1 -

Information on the Company

I. Overview of the Company

1. Key financial data and trends

Consolidated financial data

Fiscal year

76th

77th

78th

79th

80th

Fiscal year ended March 31

2016

2017

2018

2019

2020

Net sales

(Millions of yen)

¥504,459

¥489,095

¥1,055,682

¥1,200,560

¥1,308,519

USD 12,115

(Millions of dollars)

Operating profit

32,881

29,362

177,557

249,701

352,370

3,262

(Millions of yen)

(Millions of dollars)

Ordinary profit

28,790

50,364

199,356

277,355

360,461

3,337

(Millions of yen)

(Millions of dollars)

Profit attributable to owners of

parent

16,505

102,574

139,590

194,009

258,641

2,394

(Millions of yen)

(Millions of dollars)

Comprehensive income

(3,689)

104,525

134,090

200,341

236,490

2,189

(Millions of yen)

(Millions of dollars)

Net assets

(Millions of yen)

1,160,901

1,250,972

1,323,574

1,414,798

1,540,900

14,267

(Millions of dollars)

Total assets

(Millions of yen)

1,296,902

1,468,452

1,633,474

1,690,304

1,934,087

17,908

(Millions of dollars)

Net assets per share

(Yen)

9,662.73

10,412.59

10,980.45

11,833.91

12,933.51

119

(Dollars)

Profit per share

(Yen)

137.40

853.87

1,162.30

1,615.51

2,171.20

20

(Dollars)

Diluted profit per share

(Yen)

-

-

-

-

-

-

(Dollars)

Capital adequacy ratio

89.50

85.15

80.75

83.40

79.66

-

(%)

Return on equity (ROE)

1.42

8.51

10.86

14.22

17.53

-

(%)

Price earnings ratio (PER)

116.45

30.26

40.32

19.54

19.16

-

(Times)

Cash flows from operating

activities

55,190

19,101

152,208

170,529

347,753

3,219

(Millions of yen)

(Millions of dollars)

Cash flows from investing

activities

(71,740)

69,518

61,387

45,353

(188,433)

(1,744)

(Millions of yen)

(Millions of dollars)

Cash flows from financing

activities

(2,996)

(14,435)

(61,311)

(109,037)

(111,031)

(1,028)

(Millions of yen)

(Millions of dollars)

Cash and cash equivalents at

end of period

(Millions of yen)

¥258,095

¥330,974

¥484,480

¥585,378

¥621,402

USD 5,753

(Millions of dollars)

Number of employees (Persons)

5,064

5,166

5,501

5,944

6,200

-

(Notes) 1.

Net sales do not include consumption taxes.

2.

"Diluted profit per share" is not noted because the Company has not issued any dilutive shares.

3.

Effective beginning the 79th fiscal year, the Company has adopted the "Partial Amendments to Accounting Standard

for Tax Effect Accounting, etc. (Accounting Standards Board of Japan (ASBJ) Guidance No.28 of February 16,

2018)." The accounting standard has been retrospectively applied to the major management indicators for the 78th

fiscal year and earlier.

- 2

-

2. History

November 1947

Established as Marufuku Co., Ltd. in Higashikawara-cho, Imagumano, Higashiyama-ku, Kyoto,

Japan as a manufacturer/distributor of Japanese playing cards (karuta) and western playing cards.

September 1949

Changed the company's name to Marufuku Karuta Hanbai Co., Ltd.

March 1950

Changed the company's name to Nintendo Karuta Co., Ltd. and took over karutamanufacturing

operations of Yamauchi Nintendo & Co. (currently Yamauchi Co., Ltd.)

July 1951

Changed the company's name to Nintendo Playing Card Co., Ltd.

September 1959

Moved the headquarters to 60 Kamitakamatsu-cho, Fukuine, Higashiyama-ku, Kyoto, Japan.

September 1961

Established the Tokyo Branch in Tokyo, Japan.

January 1962

Listed stock on the Second Section of the Osaka Securities Exchange and on the Kyoto Stock

Exchange.

October 1963

Changed the company's name to Nintendo Co., Ltd. (current trade name).

July 1970

Stock listing was changed to the First Section of the Osaka Securities Exchange.

April 1980

Established a wholly-owned subsidiary, Nintendo of America Inc., in New York, U.S.A.

February 1982

Established a new wholly-owned subsidiary, Nintendo of America Inc. (currently a consolidated

subsidiary), in Washington, U.S.A. and merged the New York subsidiary into it through an

absorption-type merger.

July 1983

Listed stock on the First Section of the Tokyo Stock Exchange.

November 1983

Established a new plant in Makishima-cho, Uji City, Kyoto, Japan (currently Uji Plant).

February 1990

Established a wholly-owned subsidiary, Nintendo of Europe GmbH (currently a consolidated

subsidiary), in Germany.

February 1993

Established a wholly-owned subsidiary, Nintendo France S.A.R.L. (currently a consolidated

subsidiary), in France.

November 2000

Moved the headquarters to 11-1Hokotate-cho, Kamitoba, Minami-ku, Kyoto, Japan (current

location).

July 2006

Established a wholly-owned subsidiary, Nintendo of Korea Co., Ltd. (currently a consolidated

subsidiary), in South Korea.

June 2016

Transitioned to a company with an Audit and Supervisory Committee.

April 2017

Acquired shares of JESNET Co. Ltd. and changed its trade name to Nintendo Sales Co., Ltd.

(currently a consolidated subsidiary).

- 3 -

3. Description of business

In the field of home entertainment, Nintendo Co., Ltd., its subsidiaries and associates (composed of 27 subsidiaries and five associates as of March 31, 2020), primarily engage in the development, manufacture and sale of entertainment products. Nintendo's major products are categorized into computer-enhanced "dedicated video game platforms," playing cards, karutaand other products. "Dedicated video game platforms" are defined as hardware and software for the handheld systems and home consoles developed by Nintendo Co., Ltd. and its subsidiaries and associates, manufactured by Nintendo Co., Ltd. and distributed primarily by its subsidiaries and associates in Japanese and overseas markets.

The positions of Nintendo Co., Ltd. and its main subsidiaries and associates are described below. Segment information is omitted as Nintendo operates as a single business segment.

- Development

Nintendo Co., Ltd., Nintendo Technology Development Inc., Nintendo Software Technology Corporation, Retro Studios, Inc., Nintendo European Research and Development SAS, iQue (China) Ltd., ND CUBE Co., Ltd., 1-UP Studio Inc., MONOLITH SOFTWARE INC., Mario Club Co., Ltd.

  • Manufacture Nintendo Co., Ltd.
  • Sales

Nintendo Co., Ltd., Nintendo of America Inc., Nintendo of Canada Ltd., Nintendo of Europe GmbH, Nintendo France S.A.R.L., Nintendo Benelux B.V., Nintendo Ibérica, S.A., Nintendo Australia Pty Limited, Nintendo RU LLC., Nintendo of Korea Co., Ltd., Nintendo (Hong Kong) Limited, Nintendo Sales Co., Ltd.

- 4 -

4. Subsidiaries and associates

  1. Consolidated subsidiaries

Relationship with Nintendo Co., Ltd.

Share capital

Percentage

(the "Company")

Description

of voting

Concurrent positions

Name of company

or

Location

of principal

rights held

held by directors

Investments in

capital

business

by the

Director

Employee

Loans

Business transactions

Leasing of

Company

of the

of the

fixed assets

Company

Company

(number)

(number)

Nintendo of

U.S.

Thousands of

Sale

100

-

1

-

Purchasing products

-

America Inc. *1, 2

USD 110,000

manufactured by the

Company

Purchasing products

Nintendo of Canada

Canada

Thousands of

Sale

100

-

1

-

manufactured by the

-

Ltd.

CAD 4,000

(100)

Company from

Nintendo of America

Inc.

Nintendo of Europe

Germany

Thousands of

Sale

100

-

1

-

Purchasing products

-

GmbH *1, 2

EUR

manufactured by the

30,000

Company

Purchasing products

Nintendo France

France

Thousands of

Sale

100

-

1

-

manufactured by the

-

S.A.R.L. *1

EUR

Company from

10,000

Nintendo of Europe

GmbH

Purchasing products

Nintendo Benelux

The

Thousands of

Sale

100

-

1

-

manufactured by the

-

B.V.

Netherlands

EUR

Company from

6,800

Nintendo of Europe

GmbH

Thousands of

Purchasing products

Nintendo Ibérica,

Spain

Sale

100

-

1

-

manufactured by the

-

S.A.

EUR

(100)

Company from

3,000

Nintendo of Europe

GmbH

Millions of

Purchasing products

Nintendo RU LLC.

100

manufactured by the

Russia

RUB

Sale

-

-

-

Company from

-

(100)

104

Nintendo of Europe

GmbH

Nintendo Australia

Australia

Thousands of

Sale

100

-

1

-

Purchasing products

-

Pty Limited

AUD 8,500

manufactured by the

Company

Nintendo of Korea

Korea

Millions of

Sale

100

-

4

-

Purchasing products

-

Co., Ltd. *1

KRW

manufactured by the

25,000

Company

iQue (China) Ltd.

Thousands of

100

Entrusted

China

Development

-

2

-

development of

-

*1

USD 29,000

(100)

software

Nintendo

Entrusted

Technology

U.S.

USD 1

Development

100

1

1

-

development of

-

Development Inc.

hardware OS etc.

Nintendo Software

Thousands of

Entrusted

Technology

U.S.

Development

100

1

-

-

development of

-

Corporation

USD 20

software

Retro Studios, Inc.

U.S.

Thousands of

Development

100

1

-

-

Entrusted

-

*1

USD

development of

10,001

software

Purchase of products

manufactured by the

Nintendo (Hong

China

Thousands of

Sale

100

-

3

-

Company and

-

Kong) Limited

HKD 49,300

entrusted purchase of

parts for products

manufactured by the

Company

Nintendo European

Thousands of

100

Entrusted

Research and

France

EUR

Development

-

1

-

development of

-

(100)

Development SAS

300

software

Leasing of

Nintendo Sales Co.,

Taito-ku,

Millions of

Sale

100

-

2

Granted

Purchasing products

buildings,

Ltd. *1, 2

Tokyo

JPY

manufactured by the

etc. owned

300

Company

by the

Company

- 5 -

Relationship with Nintendo Co., Ltd.

Share capital

Percentage

(the "Company")

Description

of voting

Concurrent positions

Name of company

or

Location

of principal

rights held

held by directors

Investments in

capital

business

by the

Director

Employee

Loans

Business transactions

Leasing of

Company

of the

of the

fixed assets

Company

Company

(number)

(number)

ND CUBE Co., Ltd.

Chuo-ku,

Millions of

Entrusted

JPY

Development

97

-

2

-

development of

-

Tokyo

483

software

1-UP Studio Inc.

Chiyoda-ku,

Millions of

Entrusted

JPY

Development

100

-

3

-

development of

-

Tokyo

90

software

MONOLITH

Meguro-ku,

Millions of

Development

97

-

2

-

Entrusted

-

SOFTWARE INC.

Tokyo

JPY

development of

75

software

Leasing of

Mario Club Co.,

Higashiyama

Millions of

Development

100

-

5

-

Entrusted inspection

buildings

Ltd.

-ku, Kyoto

JPY

of software etc.

owned by

450

the

Company

(Notes) 1. There are

six other consolidated subsidiaries not listed above.

  1. Figures in parentheses in "Percentage of voting rights held by the Company" represent the proportion of indirect ownership.
  2. Companies marked with *1 are specified subsidiaries.
  3. Proportion of sales of consolidated subsidiaries marked with *2, excludinginter-company transactions of sales, over total sales on a consolidated basis surpasses 10%. Major financial information is as follows.

Name of company

Net sales

Ordinary profit

Profit

Total net assets

Total assets

(Millions of yen)

(Millions of yen)

(Millions of yen)

(Millions of yen)

(Millions of yen)

Nintendo of

524,235

30,392

22,778

318,493

482,167

America Inc.

Nintendo of

295,093

5,128

3,478

71,429

166,421

Europe GmbH

Nintendo Sales

226,512

10,691

7,369

23,334

74,751

Co., Ltd.

Name of company

Net sales

Ordinary profit

Profit

Total net assets

Total assets

(Millions of dollars)

(Millions of dollars)

(Millions of dollars)

(Millions of dollars)

(Millions of dollars)

Nintendo of

4,854

281

210

2,949

4,464

America Inc.

Nintendo of

2,732

47

32

661

1,540

Europe GmbH

Nintendo Sales

2,097

98

68

216

692

Co., Ltd.

  1. Associates accounted for using equity method

Relationship with the Company

Percentage

Share capital

Concurrent positions

Name of company

Location

or

Description

of voting

held by directors

Leasing of

Investments in

of principal

rights held

Director

Employee

Loans

Business transactions

capital

business

by the

of the

of the

fixed assets

Company

Company

Company

(number)

(number)

Millions of

Sale and

Purchasing products

The Pokémon

manufactured by the

Minato-ku,

license of

32

1

-

-

-

Company

Tokyo

JPY

Pokémon

Company and entrusted

365

manufacturing of

related goods

products

Animation

Leasing of

Millions of

production

buildings

WARPSTAR, Inc.

Chiyoda-ku,

and

Entrusted management

JPY

50

-

3

-

owned by

Tokyo

intellectual

of merchandising rights

10

the

property

Company

management

Development

PUX Corporation

Osaka City,

Millions of

of software

Entrusted development

JPY

engine and

27

-

1

-

-

Osaka

of software

45

license

business

(Note) There is one associate accounted for using equity method other than the ones listed above.

- 6 -

5. Employees

Segment information is omitted as Nintendo (the Company and its consolidated subsidiaries) operates as a single business segment.

(1) Information about group

As of March 31, 2020

Number of employees (persons)

6,200

(Note) Number of employees means the number of persons employed, excluding persons seconded from the

Company group to outside the Company group, but including persons seconded to the Company group

from outside the Company group. It also includes part-time workers hired on a regular basis.

(2) Information about reporting company

As of March 31, 2020

Number of employees

Average age

Average length of service

Average annual salary

(persons)

(years)

(years)

(yen)

2,395

39.2

13.9

9,350,972

(USD 86,583)

(Notes) 1. Number of employees means the number of persons employed, excluding persons seconded from the Company to outside the Company, but including persons seconded to the Company from outside the Company.

  1. 2. Average annual salary is the amount paid inclusive of tax in the fiscal year ended March 31, 2020, including extra wages and bonuses.

  2. Labor unions

Labor unions do not exist in the Company but have been formed in some of its consolidated subsidiaries. Labor- management relations have been good, and there are no particular matters to be noted.

- 7 -

II. Business Overview

1. Management policy, management environment, issues to address

Any forward-looking statements in the following discussion are based on the judgment of the Company group (the Company and its consolidated subsidiaries; also referred to as "Nintendo") as of the consolidated fiscal year ended March 31, 2020.

(1) Basic management policy

As a company that creates entertainment to bring smiles to people's faces, Nintendo strives to create new forms of entertainment while maintaining a robust business structure. To expand our business, our highest emphasis is placed on providing users around the world with exciting forms of entertainment that they have never experienced before.

(2) Targeted management index

It is essential for us to provide new and entertaining products and services consistently. In doing so, Nintendo aims to improve its corporate value by sustaining robust growth and increasing profit. Because Nintendo deals with entertainment products and content that naturally hold many uncertainties in terms of research and development, we have not set any specific management index targets. This allows our corporate decision-making to stay flexible in this highly competitive industry.

  1. Management environment, mid tolong-term corporate business strategy and priority business and financial issues to address

In the market environment surrounding the Company group, the advancement of the Internet and social media is bringing about dramatic changes in the lifestyles of people around the world. Against the backdrop of the spread of smart devices, the "gaming population"is expanding rapidly beyond the bounds of the Company group's past initiatives.

Amid such changes in the environment, the Company group is seeking to deliver its entertainment to a wider range of consumers than ever before by recognizing Nintendo IP (including characters and worlds from its games) as its strength, in addition to developing integrated hardware-software products.

The Company group's fundamental strategy is to expand the number of people who have access to Nintendo IP. We will develop unique products and services that are overwhelmingly fun to play and whose appeal is easy to understand at a glance. In addition, we will make active use of Nintendo IP to expand the scope and scale of entertainment we offer. We will promote business that capitalizes on the Nintendo Account to build long-term relationships with consumers.

In accordance with this fundamental strategy, we will keep our dedicated video game platform business at the core of our operations and continue to take challenges to offer products and services that everyone can enjoy, regardless of age, gender, or gaming experience. In addition, we will continue to expand the number of people who have access to Nintendo IP in areas other than the dedicated video game platform business. The mobile business is one of these target areas. We aim for expanding the scope of our business by creating opportunities for consumers to encounter Nintendo IP through smart devices, which have built an extensive installed base worldwide. In addition to the above, for the IP expansion business, we will increase the use of Nintendo characters in different areas through collaborations with our corporate partners, including theme park projects, film, and merchandising. By doing so, we intend to increase opportunities for consumers to see Nintendo IP in their everyday lives and enhance the value of Nintendo IP, the source of our competitive strength.

Through these efforts, we will pursue every possible business opportunity by offering Nintendo IP in a variety of different ways to consumers worldwide, and aim for achieving continual growth and adding value to our company.

We will continue to flexibly transform ourselves by adapting to changing times while constantly valuing the spirit of originality based on the belief that "the true value of entertainment lies in its uniqueness" - and will endeavor to continue providing products and services that people will be positively surprised and delighted by.

- 8 -

2. Risk factors

Listed below are the various risks that could significantly affect the Company group's operating results, share price and financial condition. However, unpredictable risks may exist other than the risks set forth herein.

Note that matters pertaining to the future presented herein are determined by Nintendo as of the end of the fiscal year ended March 31, 2020.

  1. Risks around economic environment
  • Fluctuation in foreign exchange rates
    Nintendo distributes its products globally with overseas sales accounting for more than 70% of its total sales, and the majority of monetary transactions are made in local currencies. In addition, the Company holds a substantial amount of assets in foreign currencies; fluctuations in foreign exchange rates have a strong influence not only when accounts in foreign currencies are converted to Japanese yen but also when they are revaluated for financial reporting purposes. Therefore, if there are significant fluctuations in foreign exchange rates, Nintendo's financial position, operating results and cash flows could be adversely affected.
    In order to reduce the influence of fluctuations in foreign exchange rates, Nintendo implements measures such as increasing purchases in foreign currencies.
  1. Risks around business activities
  • Fluctuation of market environment and competition against other companies
    Nintendo's business is engaged in one segment of the broad entertainment field. However, its business can be affected by trends in other segments of the entertainment field. If consumer preferences shift to other forms of entertainment, the video game market may shrink. The emergence of new competitors resulting from technological innovation could have a detrimental impact as well.
    In the video game industry, it may become even more difficult to be profitable due to large investments required in research and development, and marketing. In addition, competition may intensify with large-scale companies doing business in the same industry or in other segments of the entertainment field. Furthermore, if Nintendo is unable to adapt to rapid structural changes or other changes, its financial position, operating results and cash flows could be adversely affected.
    As a company that creates entertainment to bring smiles to people's faces, the Company group's fundamental strategy is to expand the number of people who have access to Nintendo IP (including characters and worlds from its games). We will develop unique products and services that are overwhelmingly fun to play and whose appeal is easy to understand at a glance. In addition, we will make active use of Nintendo IP to expand the scope and scale of entertainment we offer. We will promote business that capitalizes on the Nintendo Account to build long-term relationships with consumers and endeavor to expand our market share.
  • Development of new products
    Despite the substantial costs and time needed for development of software for dedicated video game platforms and applications for smart-device gaming services, there is no guarantee that all new products and services will be accepted by consumers due to ever shifting consumer preferences.
    While development of hardware is time-consuming, with technology continuously advancing, the Company may not be able to equip technologies required for entertainment. Furthermore, delays of hardware launches could adversely affect market share.
    Furthermore, due to the nature of Nintendo products and services, it may become difficult to develop, sell or launch the products and services as planned, development may be suspended or aborted, and the original plan could differ to a large extent.
    In the field of computer entertainment, the development process is complicated and includes many uncertainties; therefore, if Nintendo is unable to deal with the above risks, its financial position, operating results and cash flows could be adversely affected.

Nintendo continuously strives to develop unique and attractive products.

  • Product valuation and adequate inventory procurement
    Given that products in the video game industry have relatively short life cycles, and are significantly impacted by consumers' preferences as well as seasonality, excess inventory and obsolete inventory could have an adverse effect on Nintendo's financial position, operating results and cash flows.
    Business opportunities could be missed if supply to the market falls short of the necessary quantity due to difficulties in accurately forecasting demand. At Nintendo, projected production is conducted in order to guarantee supply based on forecasted demand.
    • 9 -
  • Dependency on outside manufacturers
    Nintendo commissions outside manufacturers to produce key components or assemble finished products. In the event one or more of these businesses fail, Nintendo may have difficulty procuring key components or manufacturing its products. In addition, suppliers may be unable to provide necessary components on a timely basis. A shortage of key components could cause marginal decline due to higher costs, shortage of products and quality control issues. These issues may impair the relationship between Nintendo and its customers. Furthermore, as many suppliers' production facilities are located overseas, societal violence, natural disasters or any other accidents in the area could interrupt production and negatively affect Nintendo's operating performance.
    Regarding production, Nintendo hedges risks by procuring parts and materials from and outsourcing production to multiple companies in most cases. For crucial components, we have identified all processes, places of production, persons in charge, etc. and have a management system in place which, even in the unlikely event of an unforeseeable incident, will enable us to get a grasp of the status of damage caused by the accident and take an alternative action as swiftly as possible.
  • Business operations affected by seasonal fluctuation
    Demand for Nintendo's products is largely focused on the holiday season. Should Nintendo fail to release attractive new products or supply hardware during that period, it would suffer unfavorable operating performance.
  • Problems in systems
    Nintendo operates various Internet services, including competitive Internet-based games, download sales of digital software and service provision via Internet servers, in addition to providing information via the Internet. However, in the event of the termination or destruction of the systems, or the leakage or unauthorized use of data, etc. as a result of a cyber-attack against these systems, a natural disaster or an accident, it could have an adverse effect on Nintendo's future operating results, share price and financial condition.
    Considering that networking functions are becoming increasingly important in the Company's business, Nintendo is enhancing assigned in-house resources, hiring necessary human resources, collaborating with outside expert firms and making other such efforts to strengthen its capabilities to deal with problems in systems.
  • Various factors affecting business activities
    In addition to Japan, Nintendo engages in business in the United States, Europe, Australia, Asia and other areas in the world. Domestic and overseas business activities involve risks such as disadvantages from emergence of political or economic factors, disadvantages from inconsistency of multilateral taxation systems and diversity of tax law interpretation, difficulty in recruiting and securing human resources, and social disruption resulting from terror attacks, war and other catastrophic events.
    Nintendo will take necessary measures on an ongoing basis.
  1. Risks around legal regulations and litigation
  • Product liability
    Nintendo develops and manufactures its products in accordance with applicable safety and quality control standards in locations of sale. However, large-scale product recalls may occur in the unlikely event of discovery of defective products, given that its products are sold worldwide. Also, the defect of a product may lead to product reimbursement compensation resulting in additional expenses, and Nintendo's reputation as well as its operating performance and financial position may suffer.
    With full awareness of product liability, Nintendo will continue to proactively work on quality control and quality assurance of products in terms of design, manufacturing and ancillary services.
  • Limitations of enforcing intellectual property rights
    Although Nintendo continues to accumulate various intellectual properties to produce different products, there are geographical regions in which it is difficult to effectively tackle unauthorized uploading via the Internet and counterfeit products, which may have a negative impact on Nintendo's operating performance and financial position in the future.
    Nintendo will take necessary measures on an ongoing basis.
  • Leakage or unauthorized access of personal or confidential information
    Nintendo possesses personally identifiable information about its consumers, as well as confidential information concerning development and business operations. If such personally identifiable information or confidential information were ever leaked outside of Nintendo, due to breach or other unauthorized access or disclosure, it could have an adverse effect on Nintendo's future operating performance, share price and financial condition. Nintendo will take necessary measures on an ongoing basis.
    • 10 -
  • Changes in laws and regulations
    Unpredicted enforcement of or changes in laws and regulations, as well as adoptions of or changes in accounting standards or taxation systems could have an effect on Nintendo's performance and financial position. Conflict of views between Nintendo and the tax authorities may cause additional tax costs.
    Nintendo keeps up-to-date with information released by government agencies and other external organizations through websites, etc. In addition, Nintendo collects information by participating in seminars hosted by external organizations and subscribing to specialized journals, etc. and conducts various studies in the lead up to the implementation of changes in laws and regulations, etc.
  • Litigation
    Nintendo's operations in Japan and overseas may be subject to litigation, disputes and other legal procedures, which could adversely affect Nintendo's operating performance and financial position.
    Nintendo is taking various measures to reduce the risk of litigation.
  1. Spread ofCOVID-19

In terms of production and shipping, product supply may be impacted if issues involving the procurement of necessary components persist. In terms of sales, sales channels may be restricted by measures to prevent the spread of the virus including restrictions on movement outside the home and closure of retail stores. Development schedules may be impacted due to the difference in development environment between working from home and in the office since teleworking is implemented at the Company and its partners. As a result, we may not be able to proceed with the release of Nintendo products and the start of services as planned.

Nintendo will continue to conduct business operations by taking necessary measures so that it can continue to provide an environment in which consumers can enjoy its products and services, while giving due consideration to the health and safety of its consumers and employees.

  1. Other risks

Other than the risks set forth above, factors such as uncollectibility of notes and accounts receivable - trade, collapse of financial institutions, environmental restrictions, impairment of the corporate brand or natural disasters due to unforeseen circumstances may adversely affect Nintendo's operating performance and financial position.

Nintendo will take necessary measures on an ongoing basis.

- 11 -

3. Analysis of financial position, operating results and cash flow by the management

The description of the financial position, operating results and cash flow of Nintendo (the Company and its consolidated subsidiaries) in the fiscal year ended March 31, 2020 ("operating results, etc.") and the understanding, analysis and examination of Nintendo's operating results, etc. from the management's viewpoint are as follows.

Any forward-looking statements contained in the following overview are made based on information available as of the end of the fiscal year ended March 31, 2020.

Segment information is omitted as Nintendo operates as a single business segment.

(1) Assumptions used in important accounting procedures and estimates

Consolidated financial statements of Nintendo are prepared in accordance with accounting standards generally accepted in Japan. In preparing such statements, estimates that may affect the value of assets, liabilities, revenue and expenses are made based on the accounting procedures selected and adopted by management. Management sets appropriate assumptions based on past results and the likelihood of future events to make estimates in a reasonable fashion, but uncertainties inherent to such estimates may cause the actual results to be materially different from these estimates. In particular, there are many uncertainties concerning COVID-19, however, the impact on the consolidated financial statements is negligible, based on the assumption that on a full-year basis, Nintendo will be able to carry out production and sales according to demand and release software under development as planned. Main estimates are inventories, deferred tax assets, etc. Important accounting procedures adopted in the consolidated financial statements of Nintendo are detailed in the section "V. Financial Information, Consolidated financial statements, etc., Significant matters forming the basis of preparing the consolidated financial statements."

  1. Operating results, etc.
  1. Description and analysis of results

For the fiscal year ended March 31, 2020, Nintendo Switch Lite launched in September as a compact, lightweight, and easy-to-carry dedicated handheld system, and Nintendo Switch performed very well without losing momentum, resulting in significant sales growth for the entire Nintendo Switch family. Looking at software, Pokémon Swordand Pokémon Shieldbecame big hits, posting sales of 17.37 million units, and Animal Crossing: New Horizons, released in March, sold 11.77 million units, which is now the best start ever for a Nintendo Switch title. In addition to titles like Luigi's Mansion 3and Super Mario Maker 2that were released during this fiscal year, sales also continued to grow steadily for popular titles released in previous fiscal years and for titles from other software publishers. The total number of million-seller titles during this fiscal year reached 27 titles, including those from other software publishers. Nintendo Switch also launched in China through Tencent Holdings Limited in December.

Because of COVID-19, production and shipments of the Nintendo Switch console, accessories like the Joy-Con controllers, and Ring Fit Adventurefaced delays in some regions from February through March, but this only had limited impact on sales for this fiscal year.

As a result, sales of both hardware and software exceeded last year's good results. In terms of volume, hardware sales for this fiscal year totaled 21.03 million units (24.0% increase on a year-on-year basis), and software sales totaled 168.72 million units (42.3% increase on a year-on-year basis).

For Nintendo 3DS, hardware sales totaled 0.69 million units (73.0% decrease on a year-on-year basis), and software sales totaled 4.99 million units (62.3% decrease on a year-on-year basis).

Turning to our digital business for dedicated video game platforms, in addition to the strong sales of downloadable versions of packaged software for Nintendo Switch, the steady growth in sales of download-only software and add-on content, and the contribution from Nintendo Switch Online throughout the year all helped to bring overall digital sales to ¥204.1 billion (USD 1,889 million; 71.8% increase on a year-on-year basis).

For the mobile business, many consumers continue to enjoy applications released during this fiscal year, such as Mario Kart Tour, as well as titles that were released in previous fiscal years. Our mobile, IP related income reached ¥51.2 billion (USD 474 million; 11.5% increase on a year-on-year basis).

Nintendo's management policy, management strategy, etc. are as described in "II. Business Overview, 1. Management policy, management environment, issues to address." The availability of hit titles and their sales volumes are deemed to have a significant impact on operating results, etc., as described in "II. Business

- 12 -

Overview, 3. Analysis of financial position, operating results and cash flow by the management, (4) Factors which have a significant impact on operating results, etc."

(ii) Description and analysis of operating results

Net sales, operating profit, ordinary profit and profit attributable to owners of parent in the fiscal year ended March 31, 2020 increased from the previous fiscal year.

Net sales reached ¥1,308.5 billion (USD 12,115 million; 9.0% increase on a year-on-year basis), of which overseas sales were ¥1,007.3 billion (USD 9,326 million; 7.8% increase on a year-on-year basis, and 77.0% of total sales). Operating profit came to ¥352.3 billion (USD 3,262 million; 41.1% increase on a year-on-year basis). Ordinary profit was ¥360.4 billion (USD 3,337 million; 30.0% increase on a year-on-year basis) due to increase in operating profit and other factors, and profit attributable to owners of parent totaled ¥258.6 billion (USD 2,394 million; 33.3% increase on a year-on-year basis).

Because of the effect of COVID-19 infection, production and shipments of dedicated video game platforms, etc. faced delays in some regions, but this only had limited impact on business results for this fiscal year.

(Net sales and operating profit)

Net sales increased from the previous fiscal year by ¥107.9 billion (USD 999 million) to ¥1,308.5 billion (USD 12,115 million; an increase of 9.0% on a year-on-year basis), primarily due to the brisk sales of Nintendo Switch. Gross profit increased from the previous fiscal year by ¥140.5 billion (USD 1,300 million) to ¥641.7 billion (USD 5,941 million; an increase of 28.0% on a year-on-year basis). Due to such factors as the increase in research and development expenses, as well as the increase in sales commission in association with the increase in net sales, selling, general and administrative expenses increased from the previous fiscal year by ¥37.8 billion (USD 350 million), resulting in an operating profit of ¥352.3 billion (USD 3,262 million; an increase of 41.1% on a year-on-year basis).

(Non-operating income and expenses, and ordinary profit)

Net non-operating income was ¥8.0 billion (USD 74 million), due to such factors as interest income and the share of profit of entities accounted for using equity method related to The Pokémon Company and other investments, offsetting foreign exchange losses incurred. As a result, ordinary profit was ¥360.4 billion (USD 3,337 million; an increase of 30.0% on a year-on-year basis).

(Profit attributable to owners of parent)

Profit attributable to owners of parent was ¥258.6 billion (USD 2,394 million; an increase of 33.3% on a year- on-year basis), mainly due to the increase in ordinary profit from the previous fiscal year.

  1. Description and analysis of financial position (Total assets)

Total assets increased by ¥243.7 billion (USD 2,256 million) compared to the previous fiscal year-end to ¥1,934.0 billion (USD 17,907 million).

This was mainly due to the increase in cash and deposits attributable to such factors as the receipt of proceeds through operating activities, in addition to some of them being held in the form of short-term and long-term investment securities.

(Total liabilities)

Total liabilities increased by ¥117.6 billion (USD 1,088 million) compared to the previous fiscal year-end to ¥393.1 billion (USD 3,639 million).

This was mainly due to the increase in notes and accounts payable - trade by ¥38.3 billion (USD 354 million) attributable to such factors as purchases through operating activities, as well as the increase in other current

- 13 -

liabilities including advances received associated with digital business expansion, etc. by ¥68.0 billion (USD 629 million).

(Net assets)

Net assets increased by ¥126.1 billion (USD 1,167 million) compared to the previous fiscal year-end to ¥1,540.9 billion (USD 14,267 million).

This was mainly due to the increase in retained earnings owing to such factors as the posting of profit attributable to owners of parent in the amount of ¥258.6 billion (USD 2,394 million), offsetting the payment of dividends of surplus in the amount of ¥108.4 billion (USD 1,003 million).

(iv) Description and analysis of cash flows

The ending balance of "Cash and cash equivalents" (collectively, "Cash") as of March 31, 2020 was ¥621.4 billion (USD 5,753 million), with an increase of ¥36.0 billion (USD 333 million) during the fiscal year. During the previous fiscal year, there was an increase of ¥100.8 billion. Net increase (decrease) of Cash and contributing factors during the fiscal year ended March 31, 2020 are as follows:

Cash flows from operating activities:

There were decreasing factors contributing to ¥361.2 billion (USD 3,344 million) of profit before income taxes such as an increase in payments of income taxes and notes and accounts payable - trade. However, due to increasing factors such as a decrease in inventories and an increase in trade payables, net cash resulted in an increase of ¥347.7 billion (USD 3,219 million) compared to an increase of ¥170.5 billion during the previous fiscal year.

Cash flows from investing activities:

Net cash from investing activities decreased by ¥188.4 billion (USD 1,744 million) compared to an increase of ¥45.3 billion during the previous fiscal year mainly due to proceeds from withdrawal of time deposits and sales and redemption of short-term and long-term investment securities being lower than payments into time deposits and purchase of short-term and long-term investment securities.

Cash flows from financing activities:

Net cash from financing activities decreased by ¥111.0 billion (USD 1,027 million) compared to a decrease of ¥109.0 billion during the previous fiscal year mainly due to payments of cash dividends.

(3) Production, orders received and sales information

(i) Production results

Production results in the fiscal year ended March 31, 2020 were as follows. As Nintendo operates as a single business segment, the information is presented by product type.

Type

Amount

Year-on-year increase (decrease)

(Millions of yen)

(Millions of dollars)

(%)

Dedicated video game platform

Nintendo 3DS platform

5,446

50

(88.0)

Nintendo Switch platform

1,020,819

9,452

11.1

Others

8,420

77

(80.4)

Subtotal

1,034,686

9,580

2.8

Playing cards, etc.

650

6

13.4

Total

1,035,336

9,586

2.8

(Note) The above amounts are calculated based on the selling price and do not include consumption taxes.

- 14 -

(ii) Order-receiving status

Information on orders received is omitted as production is based on make-to-stock production, other than make- to-order production mainly for some software for dedicated video game platforms.

(iii) Sales results

Sales results in the fiscal year ended March 31, 2020 were as follows. As Nintendo operates as a single business segment, the information is presented by product type.

Type

Amount

Year-on-year increase (decrease)

(Millions of yen)

(Millions of dollars)

(%)

Dedicated video game platform

Nintendo 3DS platform

18,056

167

(71.4)

Nintendo Switch platform

1,219,327

11,290

18.6

Others

16,777

155

(72.8)

Subtotal

1,254,162

11,612

8.8

Mobile, IP related income, etc.

51,295

474

11.5

Playing cards, etc.

3,062

28

57.1

Total

1,308,519

12,115

9.0

(Note) The above amounts do not include consumption taxes.

  1. Factors which have a significant impact on operating results, etc.
    Nintendo operates as a business in the field of home entertainment, in which the existence of hit products and their sales volumes may have a significant impact on its operating results, etc. In addition, the field of entertainment is wide in scope, and any non-gaming propositions which gain popularity that provide consumers with more entertainment value and surprises may also have an impact.
    More than 70% of Nintendo's total sales are generated in the overseas markets, with most transactions carried out in local currencies. While Nintendo has attempted to increase dollar-based purchases in order to reduce the impact of exchange rate fluctuations, it is difficult to completely eliminate their risk. As a result, exchange rate fluctuations may have an impact on Nintendo's financial performance.
    While dedicated video game platforms and their compatible software, which are Nintendo's main products, represent a majority of total sales, hardware and software have very different profit margins, and fluctuations of their proportions of the total sales may have an impact on gross profit and the gross profit percentage to sales.
    In addition, there may be other fluctuating factors such as risks attributable to the spread of COVID-19 as described in "II. Business Overview, 2. Risk factors."
  2. Financial source of capital and liquidity of funds
    The current ratio at March 31, 2020 is 422%, and the ratio of total liabilities to cash and cash equivalents is 1.6 times.
    Nintendo maintains retained earnings that are necessary in order to adapt to changes in the business environment and to pursue further business expansion, etc. in the future.
    Major components of the working capital requirements include purchase expenses of materials and parts for manufacturing, advertising expenses and research and development expenses, and dividend and income tax payments. Moreover, it is Nintendo's basic policy to internally provide the capital necessary to fund future growth, including capital investments. Nintendo ensures self-financing by cash flows from operating activities including sales of dedicated video game platforms, etc. Nintendo's approach to shareholder returns is as explained in "IV. Profile of the Company, 3. Dividend policy" and specific plans for capital investments are as described in "III. Equipment and Facilities, 3. Plans for new installation and retirement of equipment and facilities, etc."
    • 15 -

During the launch periods of new products and the year-end sales season, there may be temporary increases in notes and accounts receivable - trade, notes and accounts payable - trade and inventories, which may have a downward or upward impact on net cash provided by or used in operating activities.

Payments into or withdrawals from time deposits with maturities of more than three months, as well as timing of acquisition or sale of short-term investment securities, may have an upward or downward impact on net cash provided by or used in investing activities.

4. Material contracts, etc.

Not applicable.

5. Research and development activities

Nintendo primarily engages in the active development of hardware and software for dedicated video game systems, with support from various companies and organizations, in its effort to put smiles on the faces of everyone Nintendo touches around the world by offering new and compelling products that anyone can enjoy. We also undertake the planning, development and operation of games that many people around the world can enjoy in the form of smart- device applications.

With respect to hardware, we continuously investigate and undertake research on fundamental technologies spanning data storage technology such as semiconductor memory, display technology such as liquid crystal displays, and electronic components, while we also carry out research and development activities to examine the applicability of various technologies including interfaces such as touch panels and sensors, wireless communication, networks, security, cloud computing, virtual reality, deep learning and big data analysis to the field of home entertainment. Our efforts are not limited to in-house studies and research in that we are also exploring various possibilities on a daily basis to discover technologies that will help create new ways to play by proactively turning our attention outside Nintendo. Moreover, we continue to enhance the durability, safety, quality and performance of our products to ensure that consumers can comfortably enjoy them over an extended period, as well as design and develop various accessories, and pursue cost-cutting and energy conservation initiatives.

With respect to software, we are focusing on taking full advantage of hardware features in planning our products, designing games whose elements include graphics, music and game scripts, and developing programs.

Furthermore, in order to deal with digital business expansion, we have strongly driven the expansion of system infrastructure that supports various networking functions of software and multi-sectorial network services such as Nintendo eShop.

In addition, we have established the research and development structure for smart-device software to promote the planning and development of smart-device application software and the development of a back-end server system.

In terms of our component procurement and manufacturing processes, we, with the cooperation and support of our manufacturing partners, continuously research and accumulate relevant technical know-how on mass production of components using new test methods and technologies, and also comply with relevant regulations.

Research and development expenses for the fiscal year were ¥84.1 billion (USD 778 million), with the outcomes of major research and development activities described below. Segment information is omitted since we operate as a single business segment.

For Nintendo Switch hardware, we not only launched a new model of Nintendo Switch with longer battery life, the dedicated handheld Nintendo Switch Lite, and various special hardware editions and color variations, but also updated the firmware and released accessories (e.g., Super Nintendo Entertainment System Controller, a carry case for Nintendo Switch Lite). We released compatible software including Ring Fit Adventure, a new endeavor that enables players to enjoy exercising while playing an adventure game by using the Ring-Con-aring-shaped controller made of special material that bounces back like a spring-and wearing the Leg Strap on the left thigh to recognize body movements, and Nintendo Labo: VR Kit, a new addition to the Nintendo Labo series. In terms of evergreen series, we released Animal Crossing: New Horizons, the latest installment in the Animal Crossing series in which players can enjoy life as they wish on a desert island while they experience time changes during the day in real-time as well as the changing of the seasons, in addition to Luigi's Mansion 3, Super Mario Maker 2, Fire Emblem: Three Houses, and Dr Kawashima's Brain Training for Nintendo Switch.

On the mobile business front, we released Dr. Mario World, a new action puzzle game based on the puzzle game, Dr. Mario, and Mario Kart Tour, a Mario Kart title that players can enjoy playing with one hand. For Mario Kart Tour, which is distributed in 163 countries and played even by consumers who do not normally play games on dedicated video game platforms, we introduced a multiplayer function in the update after its release, providing players with a means to invite their families and friends around them to play the game together. Following Mario Kart Tour, we launched a subscription service for Fire Emblem Heroesand Animal Crossing: Pocket Campand introduced a way

- 16 -

to enable an even wider range of consumers to continuously enjoy the game.

Furthermore, for Nintendo Account, an account necessary when using various services provided by Nintendo, we expanded the number of countries and regions where the services are available. In addition, we started offering Super NES - Nintendo Switch Online, which is packed with Super Nintendo Entertainment System games, and Super Kirby Clash, in which four Kirbys team up and engage in battle together. For Nintendo Switch Onlineapplications for smart devices, we continue to expand functions for Animal Crossing: New Horizons.

We further expanded the lineup for amiibo.

In addition, on Nintendo Developer Portal, a dedicated website for game creators working on Nintendo platforms, we offer ongoing support for game creators, including individuals, to deliver new entertainment to users around the world.

Moreover, we are working on the development of a new product that improves people's QOL (Quality of Life) in enjoyable ways.

Nintendo continues to engage in the development of new products for the future.

- 17 -

III.Equipment and Facilities

1. Overview of capital investments

Nintendo develops, manufactures and distributes electronic entertainment products, and in the fiscal year ended March 31, 2020, it invested ¥17,077 million (USD 158 million), which was mainly used for research and development facilities, and included intangible assets such as internal use computer software.

Regarding the required funds, all of the capital investments were self-financed and we did not raise external financing. Segment information is omitted as Nintendo operates as a single business segment.

2. Major facilities

Major facilities are as follows. As Nintendo (the Company and its consolidated subsidiaries) operates as a single business segment, the information is presented on a business-by-business basis.

(1) Reporting company

As of March 31, 2020

Book value (Millions of yen)

Description

Principal places of business

Description of

Land

Number of

of

Buildings

Machinery,

(area:

Tools,

employees

(Location)

business

equipment

thousands

Other

Total

and

equipment

furniture

(persons)

& facilities

structures

and vehicles

of square

and fixtures

meters)

Uji Plant

Manufacturing

Production

2,434

118

1,866

74

4

4,499

121

(Uji City, Kyoto Prefecture)

facilities

(25)

Head Office

Administration,

Other

(Minami-ku, Kyoto

sales,

17,652

51

17,160

1,641

9,366

45,873

2,153

Prefecture)

development,

facilities

(57)

manufacturing

Tokyo Branch Office *1

Administration,

Other

0

-

2,996

0

0

2,997

6

(Taito-ku, Tokyo)

sales

facilities

(1)

Asset leased to Nintendo

Other

4,079

Sales Co., Ltd.

Sales

994

0

8

-

5,082

-

(Uji City, Kyoto Prefecture)

facilities

(9)

Asset leased to Nintendo

Other

5,763

Sales Co., Ltd.

Sales

743

-

6

-

6,513

-

(Kita-ku, Osaka Prefecture)

facilities

(1)

Book value (Millions of dollars)

Description

Land

Number of

Principal places of business

Description of

of

Buildings

Machinery,

(area:

Tools,

Other

Total

employees

(Location)

business

equipment

and

equipment

thousands

furniture

(persons)

& facilities

structures

and vehicles

of square

and fixtures

meters)

Uji Plant

Manufacturing

Production

22

1

17

0

0

41

121

(Uji City, Kyoto Prefecture)

facilities

(25)

Head Office

Administration,

Other

(Minami-ku, Kyoto

sales,

163

0

158

15

86

424

2,153

Prefecture)

development,

facilities

(57)

manufacturing

Tokyo Branch Office *1

Administration,

Other

0

-

27

0

0

27

6

(Taito-ku, Tokyo)

sales

facilities

(1)

Asset leased to Nintendo

Production

37

Sales Co., Ltd.

Sales

9

0

0

-

47

-

(Uji City, Kyoto Prefecture)

facilities

(9)

Asset leased to Nintendo

Other

53

Sales Co., Ltd.

Sales

6

-

0

-

60

-

(Kita-ku, Osaka Prefecture)

facilities

(1)

(Notes) 1. Book value

of "Other" means book value of intangible assets and long-term prepaid expenses.

  1. The above amounts do not include consumption taxes.
  2. *1 The amounts include some of the assets leased to Nintendo Sales Co., Ltd.
    • 18 -

(2) Overseas subsidiaries

As of March 31, 2020

Book value (Millions of yen)

Description

Land

Number of

Company name

Description of

of

Buildings

Machinery,

(area:

Tools,

Other

Total

employees

(Location)

business

equipment

and

equipment

thousands

furniture

(persons)

& facilities

structures

and vehicles

of square

and fixtures

meters)

Nintendo of America Inc.

Sales

Other

11,897

923

3,378

1,934

4,860

22,995

1,191

(United States)

facilities

(508)

Nintendo of Europe GmbH

Sales

Other

983

228

-

337

1,865

3,415

868

(Germany)

facilities

(-)

Book value (Millions of dollars)

Description

Company name

Description of

Land

Number of

of

Buildings

Machinery,

(area:

Tools,

Other

Total

employees

(Location)

business

equipment

and

equipment

thousands

furniture

(persons)

& facilities

structures

and vehicles

of square

and fixtures

meters)

Nintendo of America Inc.

Sales

Other

110

8

31

17

45

212

1,191

(United States)

facilities

(508)

Nintendo of Europe GmbH

Sales

Other

9

2

-

3

17

31

868

(Germany)

facilities

(-)

(Notes) 1. Book value

of "Other" means book value of construction in progress and intangible assets.

2. The above table excludes a building leased by Nintendo of Europe GmbH as a major facility leased from an entity outside the Company group.

3. Plans for new installation and retirement of equipment and facilities, etc.

Plans for the installation of new equipment and facilities, etc. are as follows. There are no plans for retirement/sale of important equipment and facilities, excluding retirement/sale for the purpose of regular renewal. Segment information is omitted as Nintendo operates as a single business segment. Actual capital investments by Nintendo may vary significantly from the forecasts below due to factors including those stated in "II. Business Overview, 2. Risk factors."

Description of

Planned investment amount

Year/month of

Year/month of

Company name

scheduled

equipment and facilities

Total amount

Amount already paid

commencement

(Millions of yen)

(Millions of yen)

completion

Nintendo Co., Ltd.

Research and

15,000

6,699

and its

development

April 2019

March 2022

consolidated

(USD 138 million)

(USD 62 million)

facilities

subsidiaries

Nintendo Co., Ltd.

and its

Production facilities

9,000

275

April 2019

March 2022

consolidated

for molds, etc.

(USD 83 million)

(USD 2

million)

subsidiaries

Nintendo Co., Ltd.

Renovation,

18,000

10,103

and its

updating, etc. of

April 2019

March 2022

consolidated

(USD 166 million)

(USD 93

million)

other buildings, etc.

subsidiaries

Total

42,000

17,077

-

-

(USD 388 million)

(USD 158 million)

(Notes) 1. Funds required for equipment

and facilities, etc. in the future in the amount of ¥24,923 million (USD 230 million)

referred to above are to be self-financed.

2. The above amounts do not include consumption taxes.

  • 19 -

IV. Profile of the Company

1. Status of shares and other relevant matters

(1) Total number of shares and other information

(i) Total number of shares

Class

Total number of authorized shares to be issued (shares)

Common shares

400,000,000

Total

400,000,000

(ii) Number of shares issued

Number of shares

Number of shares

Name of stock exchange on

outstanding as of

outstanding as of the end

which Nintendo is listed or

Description

Class

issuance date of this

of fiscal year

name of authorized financial

report

(March 31, 2020)

instruments firm association

(June 29, 2020)

Tokyo Stock Exchange

Number of shares

Common shares

131,669,000

131,669,000

constituting a unit: 100

(First Section)

shares

Total

131,669,000

131,669,000

-

-

  1. Status of share subscription rights and other relevant matters
    1. Description of stock option scheme

Not applicable

  1. Description of rights plans Not applicable
  2. Other matters regarding status of share subscription rights, etc. Not applicable
  1. Exercise status and other relevant matters concerning bonds with share subscription rights containing a clause for exercise price adjustment

Not applicable

(4) Trend of total number of shares issued, amount of common shares and other relevant matters

Change in the

Balance of the

Change in share

Balance of share

Change in legal

Balance of legal

number of

number of

capital

capital

capital surplus

capital surplus

Date

shares issued

shares issued

(Millions of

(Millions of

(Millions of

(Millions of

(thousand

(thousand

yen)

yen)

yen)

yen)

shares)

shares)

March 29, 2019

(10,000)

131,669

-

10,065

-

11,584

Change in the

Balance of the

Change in share

Balance of share

Change in legal

Balance of legal

number of

number of

capital

capital

capital surplus

capital surplus

Date

shares issued

shares issued

(Millions of

(Millions of

(Millions of

(Millions of

(thousand

(thousand

dollars)

dollars)

dollars)

dollars)

shares)

shares)

March 29, 2019

(10,000)

131,669

-

93

-

107

(Note) The decrease is due to the cancellation of treasury shares.

- 20 -

(5) Status of shareholders

As of March 31, 2020

Status of shares (number of shares constituting a unit: 100 shares)

Status of

Classification

National

Financial

Financial

Other legal

Foreign shareholders

Individuals

shares less

and local

services

Other than

Total

than one unit

government

institutions

providers

entities

individuals

Individuals

and other

(shares)

Number of

shareholders

-

87

72

642

1,105

89

35,780

37,775

-

(persons)

Number of

shares held

-

364,949

27,582

45,857

670,461

337

205,739

1,314,925

176,500

(units)

Shareholding

-

27.75

2.10

3.48

50.99

0.03

15.65

100.00

-

ratio (%)

(Note) 1. Out of treasury shares of 12,545,354 shares, 125,453 units and 54 shares are included in "Individuals and other" and "Status of shares less than one unit," respectively.

2. "Other legal entities" includes one unit of shares held in the name of Japan Securities Depository Center, Incorporated.

- 21 -

(6) Status of major shareholders

As of March 31, 2020

Number of

Shareholding ratio

shares held

Shareholder name

Address

(excluding treasury shares)

(Hundreds of

(%)

shares)

The Master Trust Bank of Japan, Ltd.

2-11-3Hamamatsu-cho,Minato-ku, Tokyo

76,561

6.43

(Trust Account)

JP Morgan Chase Bank 385632

25 BANK STREET, CANARY WHARF,

(Standing proxy: Settlement &

LONDON, E14 5JP, UNITED KINGDOM

75,263

6.32

Clearing Services Department,

(2-15-1 Konan, Minato-ku, Tokyo)

Mizuho Bank, Ltd.)

Japan Trustee Services Bank, Ltd.

1-8-11 Harumi, Chuo-ku, Tokyo

56,781

4.77

(Trust Account)

The Bank of Kyoto, Ltd.

700 Yakushimae-cho,Karasuma-dori,

(Standing proxy: Trust & Custody

Matsubara-Agaru,Shimogyo-ku, Kyoto

48,802

4.10

Services Bank, Ltd.)

(1-8-12 Harumi, Chuo-ku, Tokyo)

The Nomura Trust and Banking Co.,

Ltd.

2-2-2 Otemachi, Chiyoda-ku, Tokyo

42,109

3.53

(MUFG Bank, Ltd. Retiree Allowance

Trust Account)

State Street Bank and Trust Company

12 NICHOLAS LANE LONDON EC4N

505010

7BN U.K.

26,141

2.19

(Standing proxy: Custody Services

(3-11-1 Nihonbashi, Chuo-ku, Tokyo)

Department, HSBC Tokyo Branch)

Japan Trustee Services Bank, Ltd.

1-8-11 Harumi, Chuo-ku, Tokyo

24,978

2.10

(Trust Account 5)

SSBTC CLIENT OMNIBUS

ONE LINCOLN STREET, BOSTON MA

ACCOUNT

USA 02111

22,545

1.89

(Standing proxy: Custody Services

(3-11-1 Nihonbashi, Chuo-ku, Tokyo)

Department, HSBC Tokyo Branch)

JP Morgan Chase Bank 385151

25 BANK STREET, CANARY WHARF,

(Standing proxy: Settlement &

LONDON, E14 5JP, UNITED KINGDOM

20,632

1.73

Clearing Services Department,

(2-15-1 Konan, Minato-ku, Tokyo)

Mizuho Bank, Ltd.)

Japan Trustee Services Bank, Ltd.

1-8-11 Harumi, Chuo-ku, Tokyo

18,464

1.55

(Trust Account 7)

Total

412,278

34.61

(Notes) 1. The Company's 125,453 hundred treasury shares are excluded from the above table.

2. Although the Statement of Changes made available for public inspection dated March 6, 2020 states that the following shares are held by Capital Research and Management Company and its joint holders as of February 28, 2020, the above status of major shareholders is based on the shareholder registry, as the Company could not confirm the actual number of shares held as of March 31, 2020.

Number of

Shareholding ratio

shares held

Shareholder name

Address

(excluding treasury shares)

(Hundreds of

(%)

shares)

Capital Research and Management

333 South Hope Street, Los

81,616

6.20

Company

Angeles, California, USA

Capital International K.K.

2-1-1 Marunouchi, Chiyoda-

1,323

0.10

ku, Tokyo 1

Total

82,939

6.30

- 22 -

3. Although the Statement of Changes made available for public inspection dated April 16, 2018 states that the following shares are held by MUFG Bank, Ltd. and its joint holders as of April 9, 2018, the above status of major shareholders is based on the shareholder registry, as the Company could not confirm the actual number of shares held as of March 31, 2020.

The total number of shares issued decreased by 10,000,000 shares to 131,669,000 shares due to the cancellation of treasury shares on March 29, 2019 in accordance with the resolution at the Board of Directors' meeting held on February 22, 2019; however, the shareholding ratio in the Statements of Large-Volume Holdings (Statement of Changes) submitted before said date is stated as the ratio before the cancellation of treasury shares.

Number of

Shareholding ratio

shares held

Shareholder name

Address

(excluding treasury shares)

(Hundreds of

(%)

shares)

MUFG Bank, Ltd.

2-7-1 Marunouchi, Chiyoda-

55,752

3.94

ku, Tokyo

Mitsubishi UFJ Trust and Banking

1-4-5 Marunouchi, Chiyoda-

30,173

2.13

Corporation

ku, Tokyo

Mitsubishi UFJ Kokusai Asset

1-12-1 Yurakucho, Chiyoda-

5,231

0.37

Management Co., Ltd.

ku, Tokyo

Mitsubishi UFJ Morgan Stanley

2-5-2 Marunouchi, Chiyoda-

3,953

0.28

Securities Co., Ltd.

ku, Tokyo

Total

95,109

6.71

- 23 -

4. Although the Statements of Large-Volume Holdings made available for public inspection dated March 22, 2017 states that the following shares are held by BlackRock Japan Co., Ltd. and its joint holders as of March 15, 2017, the above status of major shareholders is based on the shareholder registry, as the Company could not confirm the actual number of shares held as of March 31, 2020.

The total number of shares issued decreased by 10,000,000 shares to 131,669,000 shares due to the cancellation of treasury shares on March 29, 2019 in accordance with the resolution at the Board of Directors' meeting held on February 22, 2019; however, the shareholding ratio in the Statements of Large-Volume Holdings (Statement of Changes) submitted before said date is stated as the ratio before the cancellation of treasury shares.

Number of

Shareholding ratio

shares held

Shareholder name

Address

(excluding treasury shares)

(Hundreds of

(%)

shares)

BlackRock Japan Co., Ltd.

1-8-3 Marunouchi, Chiyoda-

21,768

1.54

ku, Tokyo

BlackRock Advisors, LLC

1209 Orange Street,

6,892

0.49

Wilmington, New Castle

County, Delaware, USA

BlackRock Investment Management

1 University Square Drive;

1,843

0.13

LLC

Princeton, New Jersey, USA

BlackRock (Luxembourg) S.A.

35a Avenue JF Kennedy L-

1,972

0.14

1855 Luxembourg.

BlackRock Life Limited

12 Throgmorton Avenue

2,453

0.17

London, UK

JP Morgan House

BlackRock Asset Management

International Financial

4,460

0.31

Ireland Limited

Services Centre, Dublin,

Ireland

BlackRock Fund Advisors

400 Howard Street, San

14,264

1.01

Francisco, California, USA

BlackRock Institutional Trust

400 Howard Street, San

17,501

1.24

Company, N.A.

Francisco, California, USA

BlackRock Investment Management

12 Throgmorton Avenue

2,017

0.14

(UK) Limited

London, UK

Total

73,172

5.17

- 24 -

(7) Status of voting rights

(i) Shares issued

As of March 31, 2020

Class

Number of shares (shares)

Number of voting

Description

rights (units)

Shares without voting rights

-

-

-

Shares with restricted voting

-

-

-

rights (treasury shares, etc.)

Shares with restricted voting

-

-

-

rights (other)

Shares with full voting rights

(Treasury shares)

Number of shares constituting

(treasury shares, etc.)

Common shares

12,545,300

-

a unit: 100 shares

Shares with full voting rights

Common shares

118,947,200

1,189,472 Same as the above

(other)

Shares less than one unit

Common shares

176,500

-

Shares less than one unit (100

shares)

Total number of shares issued

131,669,000

-

-

Total number of voting rights held

-

1,189,472

-

by all shareholders

(Note) "Shares with full voting rights (other)" includes one hundred shares (one voting right) held in the name of Japan Securities Depository Center, Incorporated.

(ii) Treasury shares and other relevant matters

As of March 31, 2020

Number of shares

Number of shares

Total number of

Shareholding ratio over

Name of shareholder

Address of shareholder

held under own

held under another

the total number of

shares held (shares)

name (shares)

name (shares)

shares issued (%)

(Treasury shares)

11-1Hokotate-cho,

Nintendo Co., Ltd.

Kamitoba, Minami-

12,545,300

-

12,545,300

9.53

ku, Kyoto 601-8501

Japan

Total

-

12,545,300

-

12,545,300

9.53

- 25 -

2. Status of acquisition of treasury shares and other relevant matters

[Class of shares, etc.] Acquisition of common shares under Article 155, item 7 of the Companies Act

  1. Status of acquisition based on a resolution approved at the General Meeting of Shareholders Not applicable
  2. Status of acquisition based on a resolution approved by the Board of Directors

Not applicable

  1. Description of acquisition of treasury shares not based on a resolution approved at the General Meeting of Shareholders or a resolution approved by the Board of Directors

Acquisition under Article 155, item 7 of the Companies Act

Classification

Number of shares (shares)

Total amount of acquisition price

(yen)

Treasury shares acquired during the fiscal year ended March 31,

1,090

43,282,550

2020

Treasury shares acquired during the current period

30

1,377,900

Classification

Number of shares (shares)

Total amount of acquisition price

(dollars)

Treasury shares acquired during the fiscal year ended March 31,

1,090

400,764

2020

Treasury shares acquired during the current period

30

12,758

(Note) The number of treasury shares acquired during the current period does not include shares less than one full unit purchased during the period from June 1, 2020 to the submission date of this report.

- 26 -

(4) Status of disposition and holding of acquired treasury shares

Classification

Fiscal year ended March 31, 2020

From April 1 to May 31, 2020

Number of shares

Total amount of

Number of shares

Total amount of

(shares)

disposal price (yen)

(shares)

disposal price (yen)

Acquired

treasury

shares

for

which

-

-

-

-

subscribers were solicited

Acquired treasury shares that were retired

-

-

-

-

Acquired treasury shares that were

transferred in association with a merger,

-

-

-

-

share exchange or corporate split

Other

-

-

-

-

Number of treasury shares held

12,545,354

-

12,545,384

-

Fiscal year ended March 31, 2020

From April 1 to May 31, 2020

Classification

Number of shares

Total amount of

Number of shares

Total amount of

(shares)

disposal price

(shares)

disposal price

(dollars)

(dollars)

Acquired

treasury

shares

for

which

-

-

-

-

subscribers were solicited

Acquired treasury shares that were retired

-

-

-

-

Acquired treasury shares that were

transferred in association with a merger,

-

-

-

-

share exchange or corporate split

Other

-

-

-

-

Number of treasury shares held

12,545,354

-

12,545,384

-

(Note) The number of treasury shares held during the period from April 1 to May 31, 2020 does not include shares less than one full unit purchased or sold during the period from June 1, 2020 to the submission date of this report.

- 27 -

3. Dividend policy

It is the Company's basic policy to internally provide the capital necessary to fund future growth, including capital investments, and to maintain a strong and liquid financial position in preparation for changes in the business environment and intensified competition. As for direct profit returns to our shareholders, dividends are paid based on profit levels achieved in each fiscal period.

It is the Company's basic policy to distribute the surplus twice per year in the form of an interim dividend and a year- end dividend. The Articles of Incorporation of the Company stipulate that the Company "may pay an interim dividend based on a resolution approved by the Board of Directors" pursuant to the provisions of Article 454, item 5 of the Companies Act. The governing bodies which determine the interim dividend and year-end dividend are the Board of Directors and the General Meeting of Shareholders, respectively.

The annual dividend per share will be established at the higher of the amount calculated by dividing 33% of consolidated operating profit by the total number of outstanding shares, excluding treasury shares, as of the end of the fiscal year rounded up to the 10 yen digit, and the amount calculated based on the 50% consolidated profit standard rounded up to the 10 yen digit.

The interim dividend per share is calculated by dividing 33% of consolidated operating profit by the total number of outstanding shares, excluding treasury shares, as of the end of the six-month period rounded up to the 10 yen digit.

According to the aforementioned policy, the dividend for the fiscal year ended March 31, 2020, has been established at 1,090 yen (USD 10.09) (interim: 270 yen [USD 2.50], year-end: 820 yen [USD 7.59]).

Retained earnings are maintained for effective use in research of new technology and development of new products and services, capital investments and securing materials, enhancement of selling power including advertisements, strengthening of network infrastructure, and treasury share buyback whenever deemed appropriate.

(Note) Dividend payments for which the record date is in the fiscal year ended March 31, 2020 are as follows.

Date of resolution

Total amount of dividend

Dividend per share

Resolved at the meeting of the Board

¥ 32,163 million

¥ 270

of Directors on October 31, 2019

Resolved at the Annual General

Meeting of Shareholders on June 26,

¥ 97,681 million

¥ 820

2020

Date of resolution

Total amount of dividend

Dividend per share

Resolved at the meeting of the Board

USD 297 million

USD 2.50

of Directors on October 31, 2019

Resolved at the Annual General

Meeting of Shareholders on June 26,

USD 904 million

USD 7.59

2020

- 28 -

4. Corporate governance

  1. Outline of corporate governance
    (i) Basic views on corporate governance
    At Nintendo, we strive to maximize long-term, continuous corporate value while carefully considering the benefits for everyone we touch, including not only shareholders but also consumers, business partners, employees, local communities and other stakeholders. We are working to build a highly transparent and sound system of corporate governance, as well as improve our corporate ethics.

(ii) Outline of corporate governance system and reason for adoption of such system

The Company aims to strengthen the supervisory functions of the Board of Directors and further enhance the corporate governance system of the Company as a Company with an Audit and Supervisory Committee. The Company has also introduced the Executive Officer System for the purpose of clarifying the responsibility for the execution of operations, and establishing a more flexible management structure which can appropriately and swiftly respond to the rapidly changing business environment. The foregoing will be enabled by separating the management decision-making and supervisory functions from the execution of operations as well as by accelerating the delegation of authority to execute operations.

The Company's corporate governance system is as shown below.

(Board of Directors)

The Board of Directors consists of five Directors (excluding Directors who are Audit and Supervisory Committee Members) and four Directors who are Audit and Supervisory Committee Members (including three Outside Directors). The term of office of Directors (excluding Directors who are Audit and Supervisory Committee Members) is one year, and the term of office of Directors who are Audit and Supervisory Committee Members is two years. The Board of Directors holds meetings once a month in principle, and deliberates important matters related to management in accordance with laws and regulations, etc. as the body in charge of management decision- making and supervision.

- 29 -

Board members:

Board chairperson Shuntaro Furukawa, Representative Director and President; Shigeru

Miyamoto, Representative Director; Shinya Takahashi, Director; Ko Shiota, Director;

Satoru Shibata, Director; Naoki Noguchi, Director (Full-Time Audit and Supervisory

Committee Member); Katsuhiro Umeyama, Outside Director (Audit and Supervisory

Committee Member); Masao Yamazaki, Outside Director (Audit and Supervisory

Committee Member); and Asa Shinkawa, Outside Director (Audit and Supervisory

Committee Member)

(Audit and Supervisory Committee)

The Audit and Supervisory Committee consists of one full-time internal Director and three Outside Directors, all of whom meet the standards for independent officers set forth by Tokyo Stock Exchange, Inc. The Audit and Supervisory Committee holds meetings once a month in principle, and deliberates matters provided for in laws and regulations, etc. as the body in charge of auditing the execution of duties, in addition to exchanging audit opinions.

Committee members: Committee chairperson Naoki Noguchi, Director (Full-Time Audit and Supervisory Committee Member); Katsuhiro Umeyama, Outside Director (Audit and Supervisory Committee Member); Masao Yamazaki, Outside Director (Audit and Supervisory Committee Member); and Asa Shinkawa, Outside Director (Audit and Supervisory Committee Member)

The Company has established the Audit and Supervisory Committee Office which assists the Audit and Supervisory Committee in performing its duties, and has appointed one dedicated staff member in the Office.

(Nomination Advisory Committee)

With the aim of increasing objectivity and transparency in the procedures for determining the nomination and compensation of Directors, etc., the Company has established the Nomination Advisory Committee, which consists of the Representative Director and President and all Directors who are Audit and Supervisory Committee Members. As a non-mandatory advisory body to the Board of Directors, the Nomination Advisory Committee deliberates matters related to the nomination and compensation of Directors, etc.

Committee members: Committee chairperson Katsuhiro Umeyama, Outside Director (Audit and Supervisory Committee Member); Shuntaro Furukawa, Representative Director and President; Naoki Noguchi, Director (Full-Time Audit and Supervisory Committee Member); Masao Yamazaki, Outside Director (Audit and Supervisory Committee Member); and Asa Shinkawa, Outside Director (Audit and Supervisory Committee Member)

(Executive Management Committee)

With the aim of promoting corporate activities strongly, the Company has established the Executive Management Committee consisting of Directors (excluding Directors who are Audit and Supervisory Committee Members). The Executive Management Committee holds meetings twice per month in principle and deliberates basic policies on matters to be proposed at the meetings of the Board of Directors and management-related business execution policies and various measures.

Committee members: Committee chairperson Shuntaro Furukawa, Representative Director and President; Shigeru Miyamoto, Representative Director; Shinya Takahashi, Director; Ko Shiota, Director; and Satoru Shibata, Director

(Compliance Committee)

With the aim of promoting compliance, the Company has established the Compliance Committee chaired by General Manager of General Affairs Division under the Executive Management Committee. The Compliance Committee performs initiatives for promotion of compliance including establishment of the "Compliance Manual." Committee members: Committee chairperson Kentaro Yamagishi, General Manager, General Affairs Division; general managers of divisions and general managers of departments/offices (sections not

placed under divisions)

  1. Other matters related to corporate governance
  1. Preparedness of risk management system
    In the Company, as a general rule, each division and department manages risks pertaining to work within its jurisdiction. Furthermore, the Internal Auditing Department monitors the risk management system of each division and department, and proposes and advises on policies for improvement, etc. Further, under the Compliance Committee, thorough compliance efforts are promoted at each division and department. In addition, the Company has established the Product Safety Committee and other structures to guarantee product safety, prevent the occurrence of product accidents and ensure prompt response in the event of an accident.
    The Company has established internal regulations applicable to its subsidiaries mainly to ensure efficient risk management and business operation by the subsidiaries. Pursuant to the regulations, the responsible divisions
    • 30 -

and departments of the Company identify and manage such matters as the management status of the respective subsidiaries they are in charge of, obtaining information therefrom as necessary, and subsidiaries are required to obtain the Company's prior approval for significant matters.

  1. Summary of agreement on limitation of liability with Outside Directors
    In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Outside Directors to limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act. Pursuant to such agreement, the amount of liability for damages is limited to the amount specified by laws and regulations, and such liability limit will be recognized only when the Outside Director performed his/her duties that caused the liability in good faith and without gross negligence.
  2. Number of Directors
    The Articles of Incorporation stipulates that the number of Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members) shall be no more than 15 persons, and the number of Directors who are Audit and Supervisory Committee Members shall be no more than five persons.
  3. Requirements for resolution on election of Directors
    The Company has stipulated in its Articles of Incorporation that: a resolution on the election of Directors shall be passed by the majority of the votes of the shareholders present at the meeting where the shareholders holding one-third or more of the votes of the shareholders entitled to vote are present; and the resolution on the election of Directors shall not be subject to cumulative vote.
  4. Matters subject to resolution at General Meeting of Shareholders that can be resolved at Board of Directors meeting
    (Acquisition of treasury shares)
    The Company has stipulated in its Articles of Incorporation that, in order to execute capital policies in a flexible manner in response to changes in the business environment, the Company may acquire treasury shares subject to resolution of the Board of Directors pursuant to the provision of Article 165, Paragraph 2 of the Companies Act.
    (Interim dividend)
    The Company has stipulated in its Articles of Incorporation that, in order to return profits to shareholders in a flexible manner, the Company may pay an interim dividend to shareholders or registered pledgees of shares entered or recorded in the latest shareholder registry as at September 30 each year, subject to resolution of the Board of Directors.
  5. Requirements for special resolution at General Meeting of Shareholders

The Company has stipulated in its Articles of Incorporation that, in order to fulfill the quorum for a special resolution at the General Meeting of Shareholders with greater certainty, the resolution provided for in Article 309, Paragraph 2 of the Companies Act shall be passed by two-thirds of the votes of the shareholders present at the meeting where the shareholders holding one-third or more of the votes of the shareholders entitled to vote are present.

(iv) Basic Policy Regarding the Company's Control

The Company's Board of Directors believes that the decision of whether to accept another party's tender or other acquisition offer for the purpose of making large purchases of the Company's stock ultimately should be entrusted to its shareholders, given that the stock of the Company, which is a public company, is freely traded. However, it is likely that certain tender or acquisition offers may harm the Company's corporate value or the common interests of shareholders, depending on the intent of the offer, etc. The Company's Board of Directors maintains that such tender or acquisition offers are inappropriate.

As of now, any specific defensive measure in the event of a tender or acquisition offer has not yet officially been introduced, but the Company has already set up an internal system to deal with such an event. If a tender or acquisition offer is proposed, the Company will carefully judge its potential impact on its corporate value and the common interests of shareholders, and take appropriate measures with due care and prudent management.

Specifically, in addition to evaluating the offer with outside experts and negotiating with the party making the offer, the Company will establish a task force to decide on whether any specific defensive measures are necessary. If the offer is deemed inimical to the Company's corporate value or the common interests of its shareholders, the defensive measures will be determined and implemented in accordance with relevant laws and regulations.

The Company will continue to consider adoption of any defensive measures for these situations, giving due respect to laws, regulations and case law related to acquisitions, their interpretations by relevant authorities, etc.

- 31 -

  1. Members of the Board of Directors
  1. List of Members of the Board of Directors

Eight male Directors and one female Director (percentage of females: 11.1%)

Position/

Number of

Name

Date of birth

Past experience

Term

shares held

Job title

(hundreds)

April 1994

Joined the Company

May 2012

Appointed as Outside Director of

The Pokémon Company

July 2015

General Manager, Corporate

Planning Department

Representative

Shuntaro

January 10,

June 2016

Appointed as Director (to present)

Director

Appointed as Managing Executive

*1

2

Furukawa

1972

Officer

President

Supervisor of Corporate Analysis &

Administration Division

September 2016 In charge of Global Marketing

Department

June 2018

Appointed as Representative

Director and President (to present)

April 1977

Joined the Company

June 2000

Appointed as Director (to present)

Representative

General Manager, Entertainment

Shigeru

November

Analysis & Development Division

Director

May 2002

Appointed as Senior Managing

*1

1

Miyamoto

16, 1952

Fellow

Director

Appointed as Representative

Director (to present)

September 2015 Appointed as Fellow (to present)

April 1989

Joined the Company

July 2012

Deputy General Manager, Software

Director

Planning & Development Division

June 2013

Appointed as Director (to present)

Senior

General Manager, Software Planning

& Development Division

Managing

September 2015 General Manager, Entertainment

Executive

Planning & Development Division

Officer

Shinya

November 9,

(to present)

*1

1

General

Takahashi

1963

Supervisor of Development

Administration & Support Division

Manager,

(to present)

Entertainment

Supervisor of Business Development

Planning &

Division

Development

June 2016

Appointed as Managing Executive

Division

Officer

June 2018

Appointed as Senior Managing

Executive Officer (to present)

Director

Senior

April 1992

Joined the Company

Executive

September 2015

General Manager, Platform

Officer

August 7,

Technology Development Division

General

Ko Shiota

(to present)

*1

1

1969

June 2016

Appointed as Executive Officer

Manager,

June 2017

Appointed as Director (to present)

Platform

Appointed as Senior Executive

Technology

Officer (to present)

Development

Division

- 32 -

Position/

Number of

Name

Date of birth

Past experience

Term

shares held

Job title

(hundreds)

April 1985

Joined the Company

February 1999

President of Nintendo Australia Pty

Limited

Director

June 2000

President of Nintendo of Europe

GmbH

Senior

June 2016

Appointed as Executive Officer

May 2018

Appointed as Outside Director of

Executive

The Pokémon Company (to present)

Officer

Satoru

September 4,

June 2018

Appointed as Director (to present)

*1

1

General

Shibata

1962

Appointed as Senior Executive

Officer (to present)

Manager,

General Manager, Marketing

Marketing

Division (to present)

Division and

General Manager, Licensing

Licensing

Division (to present)

Division

In charge of Planning Department (to

present)

In charge of Global Marketing

Department

June 1980

Joined the Company

Director

May 2010

General Manager, Software Planning

& Development Administration

(Full-time

Department

Audit and

Naoki

February 8,

March 2014

Deputy General Manager, Human

*2

1

Supervisory

Noguchi

1954

Resources Division

Committee

June 2016

Appointed as Director as a Full-time

Member)

Audit and Supervisory Committee

Member (to present)

March 1994

Registered as certified public

accountant

July 1999

Opened Umeyama Certified Public

Accountant Office

August 1999

Registered as a certified tax

accountant

October 1999

Opened Umeyama Certified Tax

Accountant Office (current

Umeyama Certified Tax Accountant

LLC)

Director

November 2005

Appointed as Outside Auditor of

KURAUDIA Co., Ltd. (current

(Audit and

Katsuhiro

July 29,

KURAUDIA HOLDINGS Co., Ltd.)

Supervisory

*2

-

Umeyama

1965

July 2009

Appointed as Representative Partner

Committee

of Umeyama Certified Tax

Member)

Accountant LLC (to present)

June 2012

Appointed as Auditor of the

Company

November 2015 Appointed as Outside Director

(Audit and Supervisory Committee

Member), KURAUDIA Co., Ltd.

(current KURAUDIA HOLDINGS

Co., Ltd.) (to present)

June 2016

Appointed as Director as an Audit

and Supervisory Committee Member

of the Company (to present)

April 1975

Joined Osaka Regional Taxation

Bureau

July 2010

Appointed as Director, Minato Tax

Office, Osaka Regional Taxation

Director

Bureau

July 2016

Appointed as Director, Higashi Tax

(Audit and

Masao

June 16,

Office, Osaka Regional Taxation

Supervisory

*2

-

Yamazaki

1956

Bureau

Committee

August 2017

Registered as certified tax accountant

Member)

September 2017 Opened Masao Yamazaki Certified

Tax Accountant Office

June 2018

Appointed as Director as an Audit

and Supervisory Committee Member

of the Company (to present)

- 33 -

Position/

Number of

Name

Date of birth

Past experience

Term

shares held

Job title

(hundreds)

April 1991

Registered as attorney-at-law

Joined Nishimura & Sanada

(currently Nishimura & Asahi)

April 1997

Worked at Arnold & Porter

Director

January 1998

Registered as attorney-at-law in New

York State, United States

(Audit and

Asa

February 17,

January 2001

Partner, Nishimura & Partners

*2

-

Supervisory

Shinkawa

1965

(currently Nishimura & Asahi) (to

Committee

present)

Member)

April 2019

Visiting Professor, The University of

Tokyo Graduate Schools for Law

and Politics (to present)

June 2020

Appointed as Director as an Audit

and Supervisory Committee Member

of the Company (to present)

Total

7

(Notes) 1.

Directors, Mr. Katsuhiro Umeyama, Mr. Masao Yamazaki and Ms. Asa Shinkawa are Outside Directors.

  1. *1 The term of office of Directors (excluding those who are Audit and Supervisory Committee Members) commenced upon election at the Annual General Meeting of Shareholders for the fiscal year ended on March 31, 2020, and expires at the close of the Annual General Meeting of Shareholders for the fiscal year ending March 31, 2021.
  2. *2 The term of office of Directors who are Audit and Supervisory Committee Members commenced upon election at the Annual General Meeting of Shareholders for the fiscal year ended on March 31, 2020 and expires at the close of the Annual General Meeting of Shareholders for the fiscal year ending March 31, 2022.
  3. The Company has adopted the Executive Officer System since June 29, 2016 for the purpose of clarifying the responsibility for the execution of operations and establishing a more flexible management structure which can appropriately and swiftly respond to the rapidly changing business environment through the separation of the managementdecision-making and supervisory functions from the execution of operations, as well as by accelerating the delegation of authority to execute operations. Nine executive officers, excluding those who have the concurrent position as Director, are as follows.

Title

Name

Senior Executive Officer

Satoshi Yamato

President, Nintendo Sales Co., Ltd.

Senior Executive Officer

Hirokazu Shinshi

General Manager, Manufacturing Division

Senior Executive Officer

Deputy General Manager, Entertainment Planning &

Yoshiaki Koizumi

Development Division

Executive Officer

Senior Officer, Entertainment Planning & Development

Takashi Tezuka

Division

Executive Officer

General Manager, Finance Administration Division

Hajime Murakami

In charge of Investor Relations

Executive Officer

Yusuke Beppu

General Manager, Business Development Division

Executive Officer

General Manager, General Affairs Division

Kentaro Yamagishi

In charge of Quality Assurance Department

Executive Officer

Doug Bowser

President, Nintendo of America Inc.

Executive Officer

Stephan Bole

President, Nintendo of Europe GmbH

- 34 -

  1. Status of outside officers
  1. Status of appointment of Outside Directors

The Company has appointed three Outside Directors (all of whom are Audit and Supervisory Committee Members).

(b) Personal relationship, capital relationship, business relationship or other interests of Outside Directors There is no personal relationship, capital relationship, business relationship or any other interests between

Outside Directors and the Company. All Outside Directors have met the standards for independent officers prescribed by Tokyo Stock Exchange, Inc.

(c) Functions and roles to be fulfilled by Outside Directors in corporate governance

All Outside Directors of the Company have been appointed as Audit and Supervisory Committee Members to audit and supervise the execution of operations in an appropriate manner from an independent standpoint based on an objective viewpoint that is different from Directors who are from inside the Company.

  1. Description of standards or policies on independence from the Company for appointment of Outside Directors The Company has not established specific standards or policies on the independence of Outside Directors but uses the criteria for determining the independence of independent officers prescribed in the "Guidelines Concerning Listing Examination, etc." of Tokyo Stock Exchange, Inc. as reference when appointing Outside Directors. In addition, importance is placed on whether or not they are capable of giving objective advice from an impartial standpoint, are of excellent caliber, and have expertise and experience.
  1. Collaboration between supervision by Outside Directors and internal audits and audits by Audit and Supervisory Committee as well as accounting audits, and relationship with internal control division

In principle, the Company's Outside Directors attend not only Audit and Supervisory Committee meetings held

monthly but also audit briefings of the Accounting Auditor where they share opinions. Furthermore, at Audit and Supervisory Committee meetings, Outside Directors receive an explanation of the operational audits conducted in the month and the results of such audits from the full-time Audit and Supervisory Committee Members, and receive timely reports on the results of internal audits by the Internal Auditing Department.

  1. Status of audits
  1. Status of audits by Audit and Supervisory Committee

The Audit and Supervisory Committee Members attend meetings of the Board of Directors and other important meetings, inspect important documents, have regular meetings with the President and hold monthly meetings of the Audit and Supervisory Committee as a general rule to share audit opinions. Furthermore, the full-time Audit and Supervisory Committee Member conducts fieldwork auditing over each division of the Company, etc., based on the annual audit plan. In collaboration with the internal auditing division, the Audit and Supervisory Committee receives timely reports on internal audit results from the Internal Auditing Department and exchanges opinions periodically. In collaboration with the Accounting Auditor, the Audit and Supervisory Committee witnesses physical inventory checks at the end of the period or receives reports on such physical inventory checks, witnesses accounting audits conducted on major subsidiaries, etc. and receives an explanation of the accounting audit plan and accounting audit results on a regular basis. The Audit and Supervisory Committee also exchanges information and opinions as necessary.

Among the Audit and Supervisory Committee Members, two Outside Directors are certified public accountants or certified tax accountants and have considerable financial and accounting knowledge.

In the fiscal year ended March 31, 2020, the Audit and Supervisory Committee held 13 meetings; the attendance status of each Audit and Supervisory Committee Member is as follows.

- 35 -

Classification

Name

Number of meetings held

Number of meetings attended

Director (Full-time Audit and Supervisory

Naoki Noguchi

13

13

Committee Member)

Director (Audit and Supervisory

Naoki Mizutani

13

13

Committee Member)

Director (Audit and Supervisory

Katsuhiro Umeyama

13

13

Committee Member)

Director (Audit and Supervisory

Masao Yamazaki

13

13

Committee Member)

(ii) Status of internal audits

For internal audits, the Internal Auditing Department of the Company consisting of eight members conducts operational audits with respect to the Company and its subsidiaries in view of the effectiveness and efficiency of operations, asset preservation status and compliance as a dedicated division that is independent of divisions that execute operations. In order to ensure the appropriateness and reliability of financial reporting, the Internal Auditing Department manages internal controls and assesses the implementation status of such controls in compliance with the Financial Instruments and Exchange Act. Furthermore, the respective divisions in charge of internal audit established in major subsidiaries collaborate with the Internal Auditing Department and divide auditing tasks between them. Similar audits, etc. are conducted centering on major subsidiaries.

(iii) Status of accounting audits

To the extent that investigation is possible, the Company confirmed that it had concluded an auditing agreement with PricewaterhouseCoopers Kyoto (formerly Hisaji Miyamura Office) on accounting audits pursuant to the Companies Act and the Financial Instruments and Exchange Act since 1962. In close collaboration with the Audit and Supervisory Committee Members and the Internal Auditing Department, the Accounting Auditor reports audit plans and audit results, exchanges necessary information and opinions even during the period, and conducts audits in an effective and efficient manner. The names of certified public accountants (CPAs) who performed the work and assistants engaged in audit work in the fiscal year ended March 31, 2020 were as follows.

CPAs who performed accounting audit work

Engagement Partner

Yukihiro Matsunaga

Engagement Partner

Keiichiro Kagi

Assistants engaged in accounting audit work: Five CPAs and 15 other persons

    • Other persons are persons who passed the CPA examination, persons in charge of system auditing, etc.
  1. Policy and reason for appointment of audit firm and evaluation of audit firm by Audit and Supervisory Committee
    The Company's policy for determining the termination or nonrenewal of appointment of the Accounting Auditor

is: in the event that the Accounting Auditor is deemed to have met any of the grounds set forth in the clauses of Article 340, Paragraph 1 of the Companies Act, the Audit and Supervisory Committee shall terminate the appointment of the Accounting Auditor subject to the unanimous consent of the Audit and Supervisory Committee Members. In addition, should the Accounting Auditor be deemed unable to execute its duties properly or should the replacement of the Accounting Auditor be deemed reasonable in order to enhance the appropriateness of the audits, the Audit and Supervisory Committee shall determine the details of the proposal to terminate or not reappoint the Accounting Auditor for submission to the General Meeting of Shareholders.

The Audit and Supervisory Committee has acknowledged that the Accounting Auditor's audit methods and results are reasonable, having collected information on the Accounting Auditor's independence, audit system, audit implementation status, quality, etc. from the Company's accounting division, internal auditing division and the Accounting Auditor itself. The Audit and Supervisory Committee has also determined that it would be appropriate to reappoint PricewaterhouseCoopers Kyoto, having evaluated that PricewaterhouseCoopers Kyoto can be

- 36 -

expected to continue conducting appropriate audits, based on the policy for determining the termination or nonrenewal of appointment of the Accounting Auditor and other evaluation standards.

  1. Compensation for audits, etc.
  1. Breakdown of compensation for auditing CPAs, etc.

Fiscal year ended March 31, 2019

Fiscal year ended March 31, 2020

Classification

Audit compensation

Non-audit compensation

Audit compensation

Non-audit compensation

(Millions of yen)

(Millions of yen)

(Millions

(Millions

(Millions

(Millions

of yen)

of dollars)

of yen)

of dollars)

Reporting company

83

1

82

0

Consolidated subsidiaries

35

5

37

0

0

0

Total

119

6

119

1

0

0

(b) Breakdown of compensation for persons belonging to the same network as auditing CPAs, etc.

Fiscal year ended March 31, 2019

Fiscal year ended March 31, 2020

Classification

Audit compensation

Non-audit compensation

Audit compensation

Non-audit compensation

(Millions of yen)

(Millions of yen)

(Millions

(Millions

(Millions

(Millions

of yen)

of dollars)

of yen)

of dollars)

Reporting company

0

2

0

Consolidated subsidiaries

228

50

218

2

72

0

Total

228

51

218

2

75

0

  1. Description ofnon-audit services by auditing CPAs, etc. to the reporting company (Fiscal year ended March 31, 2019)
    Non-audit services for which the Company pays the auditing CPAs, etc. consist of such services as the preparation of comfort letters for the sale of common shares of the Company.

(Fiscal year ended March 31, 2020) Not applicable.

  1. Description ofnon-audit services by auditing CPAs, etc. to consolidated subsidiaries (Fiscal year ended March 31, 2019)
    Non-audit services for which consolidated subsidiaries pay the auditing CPAs, etc. consist of services involving support for building internal controls.

(Fiscal year ended March 31, 2020)

Non-audit services for which consolidated subsidiaries pay the auditing CPAs, etc. consist of services involving support for building internal controls.

  1. Description ofnon-audit services by a firm in the same network as auditing CPAs, etc. to the reporting company (Fiscal year ended March 31, 2019)
    Non-audit services for which the Company pays a firm in the same network as the auditing CPAs, etc. consist of such services as tax-related advisory services.

(Fiscal year ended March 31, 2020)

Non-audit services for which the Company pays a firm in the same network as the auditing CPAs, etc. consist of such services as tax-related advisory services.

  1. Description ofnon-audit services by a firm in the same network as auditing CPAs, etc. to consolidated subsidiaries
    (Fiscal year ended March 31, 2019)
    • 37 -

Non-audit services for which consolidated subsidiaries pay a firm in the same network as the auditing CPAs, etc. consist of such services as tax-related advisory services.

(Fiscal year ended March 31, 2020)

Non-audit services for which consolidated subsidiaries pay a firm in the same network as the auditing CPAs, etc. consist of such services as tax-related advisory services.

  1. Description of other significant compensation (Fiscal year ended March 31, 2019)
    Not applicable.

(Fiscal year ended March 31, 2020) Not applicable.

(h) Policy for determination of compensation for audits

The Company determines the amount of compensation for audits to the audit firm in consideration of the retention of independence of the audit firm, the characteristics of services and the number of days taken to conduct audits.

  1. Reason why Audit and Supervisory Committee agreed on amount of compensation, etc. for auditing CPAs, etc. The Audit and Supervisory Committee determined that the Accounting Auditor's compensation, etc. for this fiscal year is appropriate and agreed on it as a result of a review conducted in consultation with the Company's relevantdepartments-i.e., the General Accounting & Control Department and the Internal Auditing Department-regarding the contents of the audit plan, the basis of calculating the compensation estimate and a comparison with previous audit details, and the Accounting Auditor's compensation with necessary materials reported and submitted by the Accounting Auditor.
  1. Compensation for officers, etc.
  1. Total amount of compensation, etc. by officer classification, total amount of compensation by type, and number of eligible officers at the reporting company

Total amount of compensation, etc. by type

Total amount of

(Millions of yen)

Number of eligible

Officer classification

compensation, etc.

Fixed

Performance-

Other

officers (persons)

(Millions of yen)

based

compensation

compensation

compensation

Directors who are not Audit and

Supervisory Committee Members

696

186

510

-

5

(excluding Outside Directors)

Directors who are Audit and

Supervisory Committee Members

32

32

-

-

1

(excluding Outside Directors)

Outside Officers

28

28

-

-

3

Total amount of

Total amount of compensation, etc. by type

(Millions of dollars)

Officer classification

compensation, etc.

Number of eligible

Performance-

(Millions of

Fixed

Other

officers (persons)

based

dollars)

compensation

compensation

compensation

Directors who are not Audit and

Supervisory Committee Members

6

1

4

-

5

(excluding Outside Directors)

Directors who are Audit and

Supervisory Committee Members

0

0

-

-

1

(excluding Outside Directors)

Outside Officers

0

0

-

-

3

(Note) Employee salaries (including bonuses) paid to Directors who also serve as employees, which amounted to ¥114 million (USD 1 million), are not included in the above amounts.

- 38 -

(ii) Total amount, etc. of compensation on a consolidated basis, etc. by officer at the reporting company

Total amount of

Amount of compensation on a consolidated

basis, etc. by type (Millions of yen)

Name

compensation on a

Officer classification

Company

consolidated basis, etc.

classification

Fixed

Performance-

Other

(Millions of yen)

compensation

based

compensation

compensation

Shuntaro

Director who is not an

Reporting

78

180

-

258

Audit and Supervisory

Furukawa

company

Committee Member

Shigeru

Director who is not an

Reporting

72

120

-

192

Audit and Supervisory

Miyamoto

company

Committee Member

Shinya

Director who is not an

Reporting

12

120

-

132

Audit and Supervisory

Takahashi

company

Committee Member

Total amount of

Amount of compensation on a consolidated

Company

basis, etc. by type (Millions of dollars)

Name

compensation on a

Officer classification

consolidated basis, etc.

classification

Fixed

Performance-

Other

(Millions of dollars)

compensation

based

compensation

compensation

Shuntaro

Director who is not an

Reporting

0

1

-

2

Audit and Supervisory

Furukawa

company

Committee Member

Shigeru

Director who is not an

Reporting

0

1

-

1

Audit and Supervisory

Miyamoto

company

Committee Member

Shinya

Director who is not an

Reporting

0

1

-

1

Audit and Supervisory

Takahashi

company

Committee Member

- 39 -

(iii) Policy, etc. for the determination of compensation, etc. for officers

In regards to the compensation for Directors of the Company, upper limits on the total compensation for Directors who are not Audit and Supervisory Committee Members and that for Directors who are Audit and Supervisory Committee Members are determined separately by resolution of the General Meeting of Shareholders.

Compensation for Directors who are not Audit and Supervisory Committee Members consists of: a fixed compensation (salary paid in the same amount periodically); and performance-based compensation designed to raise incentives for higher performance (salary linked to profit). The fixed compensation is determined by the Board of Directors in accordance with the position and responsibility of each Director. Performance-based compensation is calculated using a formula that uses consolidated operating profit as a benchmark and is determined by the Board of Directors based on points corresponding to each Director's position. No index target has been set for performance- based compensation as described in "II. Business Overview, 1. Management policy, management environment, issues to address, (2) Targeted management index."

Compensation for Directors who are Audit and Supervisory Committee Members consists only of fixed compensation in view of the fact that they are in an independent position that is not affected by other Directors who execute operations.

(Note) Performance-based compensation for each Director who is not an Audit and Supervisory Committee Member is calculated using the following formula:

Calculation method of performance-based compensation for Directors who are not Audit and Supervisory Committee Members ("Directors")

Performance-based compensation = Consolidated operating profit × 0.2% × Number of points of each Director ÷ Sum total of Directors' points*

  • The sum total of Directors' points shall be set at 20.0 (fixed) if it falls short of 20.0. Director's points by position and number of Directors

Position

Points

Number of Directors (persons)

Total points

Representative Director and President

6.0

1

6.0

Representative Director and Fellow

4.5

1

4.5

Director and Senior Managing Executive Officer

4.5

1

4.5

Director and Managing Executive Officer

3.0

0

0.0

Director and Senior Executive Officer

2.0

2

4.0

Sum total

-

5

19.0

(Note) The above is calculated based on the number of Directors as of June 29, 2020.

Matters of note

  • Directors refer to executive officers set forth in Article 34, paragraph (1), item (iii) of the Corporation Tax Act.
  • "Indicator of the status of profit in the business year ending on or after the first day of the period in which duties pertaining to such remuneration are performed" provided for in Article 34, paragraph (1), item (iii)(a) of the Corporation Tax Act shall mean consolidated operating profit.
  • The amount of consolidated operating profit shall be rounded down to the nearest hundred million yen.
  • "Determined amount" provided for in Article 34, paragraph (1), item (iii)(a)1. of the Corporation Tax Act shall be limited to ¥800 million (USD 7.0 million). In cases where the amount calculated by multiplying consolidated operating profit by 0.2% exceeds ¥800 million (USD 7.0 million), the amount shall be ¥800 million (USD 7.0 million).
  • If a Director has resigned before the expiry of his/her term of office due to unavoidable circumstances, the amount corresponding to the number of months he/she was in office from the time of commencement of such period up to the end of the period (number of days falling short of one month shall be rounded up to one month) shall be paid. Of note, the amount shall not be prorated with respect to the number of months in cases where a Director resigns after the end of the period.
  • A resolution was adopted at the 76th Annual General Meeting of Shareholders on June 29, 2016 to establish an upper limit on compensation to Directors who are not Audit and Supervisory Committee Members of ¥500 million (USD 4.0 million) per year as a fixed compensation limit and up to 0.2% of consolidated operating profit of the relevant business year as aperformance-based compensation limit.
    • 40 -
  • At the 76th Annual General Meeting of Shareholders on June 29, 2016, a resolution was adopted to establish an upper limit on compensation to Directors who are Audit and Supervisory Committee Members of ¥100 million (USD 0.0 million) per year.
  • Within the aforementioned upper limit on compensation, the amount of compensation to Directors who are not Audit and Supervisory Committee Members is determined at the Board of Directors' meeting held after the Annual General Meeting of Shareholders and the amount of compensation to Directors who are Audit and Supervisory Committee Members is determined subject to discussion among Audit and Supervisory Committee Members at the meeting of the Audit and Supervisory Committee held after said Board of Directors' meeting for their respective terms of office (limited to cases in which there is reelection associated with expiry of term of office).
  • The Company has established a system in which matters related to compensation to Directors are deliberated at anon-mandatory Nomination Advisory Committee, mainly consisting of Outside Directors, and reported to the Board of Directors.

- 41 -

  1. Shareholding status
  1. Criteria for and approach to classification of investment shares

In principle, it is the Company's policy not to hold any investment shares for pure investment purposes; the Company exclusively holds investment shares for purposes other than pure investment in accordance with its shareholding policy.

  1. Investment shares held for purposes other than pure investment
    1. Shareholding policy, method of verifying the rationality of shareholding and verification at Board of Directors' meetings, etc. as to whether or not to hold individual issues
      The Company holds investment shares for the purpose of maintaining and developing business alliances and business relationships if it is deemed to contribute to improving corporate value over the medium- to long-term. At its meetings, the Board of Directors confirms the purpose and rationality of holding individual investment shares (limited to listed stocks) and then verifies the propriety of holding such shares on an annual basis in light of the Company's shareholding policy. The Company will consider selling investment shares with diminished significance issue by issue as a result of such verification to reduce such holdings.
    2. Number of issues and book value

Number of issues

Total amount stated on balance sheet

(issues)

(Millions of yen)

(Millions of dollars)

Unlisted stocks

16

6,203

57

Stocks other than unlisted stocks

14

43,483

402

Issues with increased number of shares in the fiscal year ended March 31, 2020

Number of

Total amount of acquisition associated

Reason for increase in

issues

with increase in number of shares

number of shares

(issues)

(Millions of yen)

(Millions of dollars)

To facilitate business

Unlisted stocks

1

119

1

collaboration and maintain

and develop business

relationship.

Stocks other than

-

-

-

unlisted stocks

Issues with decreased number of shares in the fiscal year ended March 31, 2020

Number of

Total amount of sale associated with

issues

decrease in number of shares

(issues)

(Millions of yen)

(Millions of dollars)

Unlisted stocks

-

-

-

Stocks other than

7

1,618

14

unlisted stocks

  1. Information on number of specific investment shares and deemed shareholdings by issue, book value, etc. Specific investment shares

Fiscal year ended

Fiscal year ended

March 31, 2020

March 31, 2019

Holder of

Number of shares

Number of shares

Shareholding purpose, quantitative

(Shares)

(Shares)

the

Issue

shareholding effect and reason for increase in

Company's

Book

Book

number of shares

value

value

Book value

shares

(Millions

(Millions

(Millions of yen)

of yen)

of dollars)

BANDAI NAMCO

3,845,700

3,845,700

Shares are held for the purpose of maintaining

No

Holdings Inc.

20,155

186

19,959

and developing the business relationship.

- 42 -

15,081,000

15,081,000

Shares are held for the purpose of facilitating

DeNA Co., Ltd.

17,825

165

25,140

business collaboration and maintaining and

Yes

developing the business relationship.

The Bank of Kyoto,

753,459

908,459

Shares are held for the purpose of facilitating

Yes

Ltd.

financial transactions.

2,591

23

4,206

KADOKAWA

612,200

612,200

Shares are held for the purpose of maintaining

DWANGO

No

834

7

714

and developing the business relationship.

CORPORATION

Mitsubishi UFJ

1,865,870

2,455,870

Shares are held for the purpose of facilitating

Financial Group,

No*1

751

6

1,350

financial transactions.

Inc.

SQUARE ENIX

91,252

91,252

Shares are held for the purpose of maintaining

HOLDINGS CO.,

No

440

4

354

and developing the business relationship.

LTD.

TOPPAN

182,885

182,885

Shares are held for the purpose of maintaining

PRINTING CO.,

302

2

305

and developing the business relationship.

No

LTD.

KONAMI

63,734

63,734

Shares are held for the purpose of maintaining

HOLDINGS

No

211

1

306

and developing the business relationship.

CORPORATION

Resona Holdings,

323,769

647,469

Shares are held for the purpose of facilitating

No*2

Inc.

financial transactions.

105

0

310

Nissha Co., Ltd.

104,104

104,104

Shares are held for the purpose of maintaining

Yes

and developing the business relationship.

74

0

121

SANSHIN

50,180

50,180

Shares are held for the purpose of maintaining

ELECTRONICS

Yes

70

0

95

and developing the business relationship.

CO., LTD.

KOEI TECMO

18,952

18,952

Shares are held for the purpose of maintaining

HOLDINGS CO.,

No*3

52

0

40

and developing the business relationship.

LTD.

JAPAN PULP AND

11,355

11,355

Shares are held for the purpose of maintaining

PAPER COMPANY

No

42

0

47

and developing the business relationship.

LIMITED

TV TOKYO

10,000

10,000

Shares are held for the purpose of maintaining

Holdings

No

24

0

23

and developing the business relationship.

Corporation

Sumitomo Mitsui

-

60,920

Shares were held for the purpose of facilitating

No

Trust Holdings, Inc.

financial transactions.

-

-

242

Shirai Electronics

-

336,000

Shares were held for the purpose of maintaining

Yes

Industrial Co., Ltd.

a stable relationship.

-

-

126

Mizuho Financial

-

284,219

Shares were held for the purpose of facilitating

No

Group, Inc.

-

-

48

financial transactions.

Sumitomo Mitsui

-

8,849

Shares were held for the purpose of facilitating

Financial Group,

-

-

34

financial transactions.

No

Inc.

(Notes) 1. "-" indicates that the issue is not held.

  1. At its meetings, the Board of Directors confirms the purpose and rationality of holding the specific investment shares listed above and then verifies the propriety of holding such shares on an annual basis in light of the Company's shareholding policy; however, it is difficult to describe the quantitative effect of holding such shares.
  2. *1: Mitsubishi UFJ Financial Group, Inc. is an indirect holder of the Company's shares through its subsidiary MUFG Bank, Ltd., etc.
  3. *2: Resona Holdings, Inc. is an indirect holder of the Company's shares through its subsidiary Resona Bank, Limited.
  4. *3: KOEI TECMO HOLDINGS CO., LTD. is an indirect holder of the Company's shares through its subsidiary
    KOEI TECMO GAMES CO., LTD.

- 43 -

V. Financial Information

Consolidated financial statements, etc.

(1)

Consolidated financial statements

(i)

Consolidated balance sheets

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

(Millions of

(Millions of yen)

(Millions of yen)

dollars)

Assets

Current assets

Cash and deposits

844,550

890,402

8,244

Notes and accounts receivable - trade

78,169

133,051

1,231

Securities

238,410

326,382

3,022

Inventories

*1

135,470

*1

88,994

824

Other

48,453

63,268

585

Allowance for doubtful accounts

(82)

(515)

(4)

Total current assets

1,344,972

1,501,583

13,903

Non-current assets

Property, plant and equipment

Buildings and structures, net

37,592

38,149

353

Tools, furniture and fixtures, net

4,015

4,681

43

Machinery, equipment and vehicles, net

1,575

1,678

15

Land

38,223

37,685

348

Construction in progress

143

672

6

Total property, plant and equipment

*2

81,550

*2

82,866

767

Intangible assets

Software

11,962

12,832

118

Other

2,128

2,185

20

Total intangible assets

14,090

15,017

139

Investments and other assets

Investment securities

*3

167,134

*3

237,710

2,201

Retirement benefit asset

7,056

6,407

59

Deferred tax assets

57,992

72,199

668

Other

17,536

18,329

169

Allowance for doubtful accounts

(29)

(27)

(0)

Total investments and other assets

249,690

334,619

3,098

Total non-current assets

345,331

432,504

4,004

Total assets

1,690,304

1,934,087

17,908

- 44 -

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

(Millions of

(Millions of yen)

(Millions of yen)

dollars)

Liabilities

Current liabilities

Notes and accounts payable - trade

59,689

98,074

908

Provision for bonuses

3,891

4,394

40

Income taxes payable

62,646

66,411

614

Other

118,781

186,801

1,729

Total current liabilities

245,009

355,683

3,293

Non-current liabilities

Retirement benefit liability

15,068

20,450

189

Other

15,427

17,052

157

Total non-current liabilities

30,496

37,503

347

Total liabilities

275,505

393,186

3,640

Net assets

Shareholders' equity

Share capital

10,065

10,065

93

Capital surplus

12,069

15,041

139

Retained earnings

1,556,881

1,707,119

15,806

Treasury shares

(156,755)

(156,798)

(1,451)

Total shareholders' equity

1,422,260

1,575,428

14,587

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

17,665

10,637

98

Foreign currency translation adjustment

(30,214)

(45,378)

(420)

Total accumulated other comprehensive income

(12,548)

(34,741)

(321)

Non-controlling interests

5,086

213

1

Total net assets

1,414,798

1,540,900

14,267

Total liabilities and net assets

1,690,304

1,934,087

17,908

- 45 -

  1. Consolidated statements of income and consolidated statements of comprehensive income Consolidated statements of income

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of

(Millions of yen)

(Millions of yen)

dollars)

Net sales

1,200,560

1,308,519

12,115

Cost of sales

*1, *3

699,370

*1, *3

666,817

6,174

Gross profit

501,189

641,701

5,941

Selling, general and administrative expenses

*2, *3

251,488

*2, *3

289,331

2,678

Operating profit

249,701

352,370

3,262

Non-operating income

Interest income

13,131

15,203

140

Share of profit of entities accounted for using equity

method

6,949

7,945

73

Foreign exchange gains

5,426

-

-

Other

2,807

2,432

22

Total non-operating income

28,315

25,582

236

Non-operating expenses

Foreign exchange losses

-

15,806

146

Other

662

1,683

15

Total non-operating expenses

662

17,490

161

Ordinary profit

277,355

360,461

3,337

Extraordinary income

Gain on sales of non-current assets

*4

1

*4

10

0

Gain on sales of investment securities

0

1,030

9

Total extraordinary income

1

1,041

9

Extraordinary losses

Impairment loss

*5

4,622

*5

-

-

Loss on disposal of non-current assets

*6

278

*6

173

1

Loss on sales of investment securities

-

56

0

Loss on valuation of investment securities

682

-

-

Total extraordinary losses

5,584

229

2

Profit before income taxes

271,772

361,273

3,345

Income taxes - current

88,137

114,063

1,056

Income taxes - deferred

(10,932)

(11,473)

(106)

Total income taxes

77,204

102,589

949

Profit

194,568

258,683

2,395

Profit attributable to non-controlling interests

558

41

0

Profit attributable to owners of parent

194,009

258,641

2,394

- 46 -

Consolidated statements of comprehensive income

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of

(Millions of yen)

(Millions of yen)

dollars)

Profit

194,568

258,683

2,395

Other comprehensive income

Valuation difference on available-for-sale securities

1,313

(7,178)

(66)

Foreign currency translation adjustment

4,920

(14,266)

(132)

Share of other comprehensive income of entities

accounted for using equity method

(460)

(747)

(6)

Total other comprehensive income

*1

5,773

*1

(22,192)

(205)

Comprehensive income

200,341

236,490

2,189

Comprehensive income attributable to

Comprehensive income attributable to owners of parent

199,795

236,449

2,189

Comprehensive income attributable to non-controlling

interests

546

41

0

- 47 -

(iii) Consolidated statements of changes in equity Previous fiscal year (from April 1, 2018 to March 31, 2019)

(Millions of yen)

Shareholders' equity

Total

Share capital

Capital surplus

Retained earnings

Treasury shares

shareholders'

equity

Balance as of April 1, 2018

10,065

13,742

1,564,240

(250,679)

1,337,369

Changes in items during

period

Dividends of surplus

(78,081)

(78,081)

Profit attributable to

194,009

194,009

owners of parent

Purchase of treasury

(31,038)

(31,038)

shares

Disposal of treasury shares

1

0

1

Cancellation of treasury

(1,674)

(123,287)

124,961

-

shares

Net changes in items other

than shareholders' equity

Total changes in items

-

(1,673)

(7,358)

93,923

84,891

during period

Balance as of March 31,

10,065

12,069

1,556,881

(156,755)

1,422,260

2019

Accumulated other comprehensive income

Valuation

Total

Non-controlling

Foreign currency

accumulated

Total net assets

difference on

interests

translation

other

available-for-sale

adjustment

comprehensive

securities

income

Balance as of April 1, 2018

16,402

(34,736)

(18,334)

4,540

1,323,574

Changes in items during

period

Dividends of surplus

(78,081)

Profit attributable to

194,009

owners of parent

Purchase of treasury

(31,038)

shares

Disposal of treasury shares

1

Cancellation of treasury

-

shares

Net changes in items other

1,263

4,522

5,785

546

6,331

than shareholders' equity

Total changes in items

1,263

4,522

5,785

546

91,223

during period

Balance as of March 31,

17,665

(30,214)

(12,548)

5,086

1,414,798

2019

- 48 -

Current fiscal year (from April 1, 2019 to March 31, 2020)

(Millions of yen)

Shareholders' equity

Share capital

Capital surplus

Retained earnings

Treasury shares

Total shareholders'

equity

Balance as of April 1,

10,065

12,069

1,556,881

(156,755)

1,422,260

2019

Changes in items during

period

Dividends of surplus

(108,403)

(108,403)

Profit attributable to

258,641

258,641

owners of parent

Purchase of treasury

(43)

(43)

shares

Purchase of shares of

consolidated

2,972

2,972

subsidiaries

Net changes in items

other than shareholders'

equity

Total changes in items

-

2,972

150,238

(43)

153,167

during period

Balance as of March 31,

10,065

15,041

1,707,119

(156,798)

1,575,428

2020

Accumulated other comprehensive income

Valuation

Total

Non-controlling

Foreign currency

accumulated

Total net assets

difference on

interests

translation

other

available-for-sale

adjustment

comprehensive

securities

income

Balance as of April 1,

17,665

(30,214)

(12,548)

5,086

1,414,798

2019

Changes in items during

period

Dividends of surplus

(108,403)

Profit attributable to

258,641

owners of parent

Purchase of treasury

(43)

shares

Purchase of shares of

consolidated

2,972

subsidiaries

Net changes in items

other than shareholders'

(7,028)

(15,163)

(22,192)

(4,872)

(27,065)

equity

Total changes in items

(7,028)

(15,163)

(22,192)

(4,872)

126,102

during period

Balance as of March 31,

10,637

(45,378)

(34,741)

213

1,540,900

2020

- 49 -

Current fiscal year (from April 1, 2019 to March 31, 2020)

(Millions of dollars)

Shareholders' equity

Share capital

Capital surplus

Retained earnings

Treasury shares

Total shareholders'

equity

Balance at beginning of

93

111

14,415

(1,451)

13,169

period

Changes during period

Dividends of surplus

(1,003)

(1,003)

Profit attributable to

2,394

2,394

owners of parent

Purchase of treasury

(0)

(0)

shares

Purchase of shares of

consolidated

27

27

subsidiaries

Net changes in items

other than shareholders'

equity

Total changes in items

-

27

1,391

(0)

1,418

during period

Balance at end of period

93

139

15,806

(1,451)

14,587

Accumulated other comprehensive income

Valuation

Total

Non-controlling

Foreign currency

accumulated

Total net assets

difference on

interests

translation

other

available-for-sale

adjustment

comprehensive

securities

income

Balance at beginning of

163

(279)

(116)

47

13,099

current period

Changes during period

Dividends of surplus

(1,003)

Profit attributable to

2,394

owners of parent

Purchase of treasury

(0)

shares

Purchase of shares of

consolidated

27

subsidiaries

Net changes in items

other than shareholders'

(65)

(140)

(205)

(45)

(250)

equity

Total changes in items

(65)

(140)

(205)

(45)

1,167

during period

Balance at end of current

98

(420)

(321)

1

14,267

period

- 50 -

(iv) Consolidated statements of cash flows

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of

(Millions of yen)

(Millions of yen)

dollars)

Cash flows from operating activities

Profit before income taxes

271,772

361,273

3,345

Depreciation

9,564

9,557

88

Impairment loss

4,622

-

-

Increase (decrease) in allowance for doubtful accounts

44

487

4

Interest and dividend income

(14,355)

(16,689)

(154)

Foreign exchange losses (gains)

(3,966)

16,226

150

Share of loss (profit) of entities accounted for using

equity method

(6,949)

(7,945)

(73)

Decrease (increase) in trade receivables

(8,416)

(55,372)

(512)

Decrease (increase) in inventories

8,484

43,230

400

Increase (decrease) in trade payables

(51,349)

20,832

192

Increase (decrease) in retirement benefit liability

(1,970)

5,551

51

Loss (gain) on valuation of investment securities

682

-

-

Loss (gain) on sales of short-term and long-term

(53)

(945)

(8)

investment securities

Increase (decrease) in accrued consumption taxes

1,343

4,116

38

Other, net

17,569

61,513

569

Subtotal

227,022

441,835

4,091

Interest and dividends received

12,552

17,503

162

Interest paid

(44)

(121)

(1)

Income taxes paid

(69,000)

(111,464)

(1,032)

Net cash provided by (used in) operating activities

170,529

347,753

3,219

Cash flows from investing activities

Purchase of short-term and long-term investment

(483,195)

(617,546)

(5,718)

securities

Proceeds from sales and redemption of short-term and

long-term investment securities

575,643

418,723

3,877

Purchase of property, plant and equipment and intangible

assets

(10,736)

(9,843)

(91)

Proceeds from sales of property, plant and equipment and

intangible assets

(1)

833

7

Payments into time deposits

(382,891)

(364,493)

(3,374)

Proceeds from withdrawal of time deposits

346,993

387,741

3,590

Other, net

(457)

(3,847)

(35)

Net cash provided by (used in) investing activities

45,353

(188,433)

(1,744)

Cash flows from financing activities

Purchase of treasury shares

31,038)

(43)

(0)

77,980)

Dividends paid

(108,331)

(1,003)

Other, net

(18)

(2,656)

(24)

Net cash provided by (used in) financing activities

(109,037)

(111,031)

(1,028)

Effect of exchange rate change on cash and cash equivalents

(5,948)

(12,264)

(113)

Net increase (decrease) in cash and cash equivalents

100,897

36,024

333

Cash and cash equivalents at beginning of period

484,480

585,378

5,420

Cash and cash equivalents at end of period

*1

585,378

*1

621,402

5,753

- 51 -

Notes to Consolidated Financial Statements

Significant matters forming the basis of preparing the consolidated financial statements 1. Scope of consolidation

  1. Number of consolidated subsidiaries: 26 companies
    The names of significant consolidated subsidiaries are omitted because they are provided in "I. Overview of the Company, 3. Subsidiaries and associates."
    Two new subsidiaries established by the Company's consolidated subsidiaries were included in the scope of consolidation from the consolidated fiscal year ended March 31, 2020.
  2. The unconsolidated subsidiary is as follows: Fukuei Co., Ltd.
    The above is unconsolidated because it is a small-scale company and does not have a material impact on the consolidated financial statements with respect to total assets, net sales, profit or loss, retained earnings, etc.

2. Application of the equity method

  1. Number of associates accounted for under the equity method: following four companies
    Name of associates accounted for under the equity method
    The Pokémon Company, WARPSTAR, Inc., PUX Corporation, and First Avenue Entertainment, LLLP
  2. The company among the unconsolidated subsidiaries not accounted for under the equity method is Fukuei Co., Ltd., and the company among the associates not accounted for under the equity method is Ape Inc. This is because the impact each of said companies has on profit or loss, retained earnings, etc., is negligible, and it is immaterial as a whole.
  3. With respect to associates accounted for under the equity method whose account closing dates differ from the consolidated account closing date, the financial statements of each of the companies, either based on their fiscal year or based on provisional accounts closing, are incorporated.

3. Year-ends of consolidated subsidiaries

Of consolidated subsidiaries, iQue (China) Ltd., Nintendo RU LLC. and two other subsidiaries close accounts on December 31 every year.

As the difference between closing dates is within three months, the above subsidiaries were accounted for based on the financial statements as of the account closing date of each subsidiary. Necessary adjustments were made to the consolidated financial statements to reflect any significant transactions that took place between their account closing dates and the consolidated account closing date.

4. Accounting procedures

  1. Valuation basis and method for important assets
  1. Securities
    For held-to-maturity debt securities, the amortized cost method (straight-line method) is used. For other securities with market quotations, the market price method based on the market price, etc., on the account closing date is used (valuation difference is reported as a component of net assets and the cost of sales is calculated using the moving average method), and securities without market quotations are stated at cost using the moving-average method.
  2. Derivatives
    The fair value method is applied.
  3. Inventories
    They are mainly stated at cost using the moving-average method (the figures shown in the balance sheets have been calculated by writing them down based on decline in profitability).
    • 52 -
  1. Depreciation and amortization methods of significant depreciable and amortizable assets
  1. Property, plant and equipment (excluding leased assets):
    The Company and its domestic consolidated subsidiaries apply the declining balance method, but certain tools, furniture and fixtures are subject to depreciation based on their useful lives in line with their commercial obsolescence. However, the straight-line method is applied for buildings, except for accompanying facilities, acquired on April 1, 1998 or thereafter and for facilities attached to buildings and structures acquired on April 1, 2016, and thereafter. Overseas consolidated subsidiaries apply the straight- line method based on the estimated economic useful lives.

Useful lives of main assets are as follows:

Buildings and structures

3-60 years

  1. Intangible assets (excluding leased assets):
    Intangible assets are amortized using the straight-line method. Software for internal use is amortized over the estimated internal useful life (principally five years).
  2. Leased assets
    Leased assets in finance lease transactions that do not transfer ownership
    The straight-line method with no residual value is applied, regarding the lease term as useful life.
  1. Accounting for significant reserves
  1. Allowance for doubtful accounts
    The Company and its domestic consolidated subsidiaries provide the allowance for doubtful accounts based on the historical analysis of loss experience for general receivables and on individual evaluations of uncollectible amounts for specific receivables including doubtful accounts. Overseas consolidated subsidiaries provide the allowance for doubtful accounts based on the individual evaluation of uncollectible amount for each of receivables.
  2. Provision for bonuses
    The Company and certain consolidated subsidiaries provide the reserve for the estimated amount of bonuses to be paid to the employees.
  1. Accounting method for retirement benefit
  1. Periodic allocation method for estimated benefit obligation
    Upon calculating the retirement benefit obligations, the estimated benefit obligation is attributed to periods up until the end of the fiscal year ended March 31, 2020, on a benefit formula basis.
  2. Amortization method for actuarial gains and losses and past service cost
    Actuarial gains and losses and past service cost are processed collectively in the year in which they are incurred.
  3. Application of simple method at small enterprises, etc.
    Some consolidated subsidiaries apply a simple method including a method in which an estimated amount required to be paid for voluntary retirement benefits at the end of the fiscal year is deemed as the retirement benefit obligations in the calculations of retirement benefit liability and retirement benefit expenses.
    Assets in the Company's defined benefit corporate pension plan are recorded as "Retirement benefit asset" under investments and other assets as the plan assets exceeded the retirement benefit obligations.
  1. Standards of translation into yen of significant assets or liabilities denominated in foreign currencies
    All the monetary receivables and payables of the Company and its domestic consolidated subsidiaries denominated in foreign currencies are translated into Japanese yen based on the spot rate of exchange in the foreign exchange market on the respective account closing dates. The foreign exchange gains and losses from translation are recognized in the accompanying consolidated statements of income. Assets or liabilities of overseas consolidated subsidiaries, etc. are translated into yen based on the spot rate of exchange in the foreign exchange market on the account closing date, while revenue and expenses are translated into yen based on the average rate of exchange for the fiscal year. The differences resulting from such translations are included in "Foreign currency translation adjustment" under net assets.
    • 53 -

(6) Scope of cash and cash equivalents in the consolidated statements of cash flow

"Cash and cash equivalents" include cash on hand, time deposit which can be withdrawn on demand and short- term investments, with little risk of fluctuation in value and maturity of three months or less of the acquisition date, which are promptly convertible to cash.

  1. Other important matters in preparing the consolidated financial statements
    Accounting for consumption taxes
    Consumption taxes and local consumption taxes are accounted for by the tax exclusion method.

(Accounting standards, etc. yet to be applied)

  • Accounting Standard for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020)
  • Implementation Guidance on Accounting Standard for Revenue Recognition (ASBJ Guidance No. 30, March 31, 2020)

(1) Description

This is a comprehensive accounting standard for revenue recognition. Revenue will be recognized by applying the following five steps.

Step 1: Identify the contract with a customer.

Step 2: Identify the performance obligations within the contract.

Step 3: Calculate the transaction price.

Step 4: Allocate the transaction price to the contractual performance obligations.

Step 5: Recognize revenue when the performance obligations have been fulfilled or as the performance obligations are fulfilled over time.

(2) Scheduled application date

The Accounting Standard and Implementation Guidance are scheduled to be applied from the beginning of the fiscal year ending March 31, 2022.

(3) Effect of application of Accounting Standard and Implementation Guidance

The amount of impact is being evaluated at the time of preparation of these consolidated financial statements.

  • Accounting Standard for Accounting Policy Disclosures, Accounting Changes and Error Corrections (ASBJ Statement No.24, March 31, 2020)

(1) Description

The purpose of this accounting standard is to present an overview of the accounting principles and procedures adopted in cases where the provisions of relevant accounting standards, etc. are not clear.

(2) Scheduled application date

This accounting standard is scheduled to be applied from the end of the fiscal year ending March 31, 2021.

  • Accounting Standard for Disclosure of Accounting Estimates (ASBJ Statement No. 31, March 31, 2020)

(1) Description

The purpose of this accounting standard is to disclose information that will facilitate the understanding of the users of financial statements regarding accounting estimates serving as the basis of amounts recorded in the financial statements for the current fiscal year that have the risk of significantly impacting the financial statements for the following fiscal year.

(2) Scheduled application date

This accounting standard is scheduled to be applied from the end of the fiscal year ending March 31, 2021.

- 54 -

Notes to consolidated balance sheets

*1. Inventories as of March 31, 2019 and 2020 were as follows:

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Finished goods

¥

99,918 million

¥

71,815 million

USD 664 million

Work in process

795

19

0

Raw materials and supplies

¥

34,756 million

¥

17,158 million

USD 158 million

*2. Accumulated depreciation of property, plant and equipment as of March 31, 2019 and 2020 were as follows:

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Accumulated depreciation

¥ 71,525 million

¥ 73,999 million

USD 685 million

*3. Investments in unconsolidated subsidiaries and associates as of March 31, 2019 and 2020 were as follows:

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Investment securities

¥ 40,761 million

¥ 47,925 million

USD 443 million

- 55 -

Notes to consolidated statements of income

*1. The ending inventory balance is the amount after write-down of book value due to decline in profitability, and the loss on valuation of inventories included in cost of sales for the years ended March 31, 2019 and

2020 were as follows:

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

Loss on valuation of inventories

¥ 10,414 million

¥ 3,927 million

USD 36 million

*2. The major items of selling, general and administrative expenses for the years ended March 31, 2019 and

2020 were as follows:

Previous fiscal year

Current fiscal year

(From April 1, 2018

(From April 1, 2019

to March 31, 2019)

to March 31, 2020)

Research and development expenses

¥

69,624 million

¥

84,127 million

USD 778 million

Advertising expenses

75,421

76,003

703

Salaries, allowances and bonuses

26,974

28,589

264

Retirement benefit expenses

4,397

9,293

86

Depreciation

6,418

7,130

66

Provision for bonuses

1,879

2,086

19

Provision of allowance for doubtful accounts

¥

202 million

¥

311 million

USD 2 million

*3. Research and development expenses included in general and administrative expenses and manufacturing costs for the years ended March 31, 2019 and 2020 were as follows:

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

Research and development expenses

¥ 69,628million

¥ 84,159million

USD 779 million

*4. Gain on sales of non-current assets for the years ended March 31, 2019 and 2020 were as follows:

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

Machinery, equipment and

¥

1 million

Land

¥

8 million

USD 0 million

vehicles

Tools, furniture and

0 million

Machinery, equipment

2 million

0

fixtures

and vehicles

Total

¥

1 million

¥

10 million

USD 0 million

*5. Impairment loss for the years ended March 31, 2019 and 2020 were as follows:

Previous fiscal year (From April 1, 2018 to March 31, 2019)

In the fiscal year ended March 31, 2019, Nintendo recorded an impairment loss for the following asset group.

Location

Purpose

Type

Write-off amount

Japan

Business-use assets

Land and buildings, etc.

¥4,622 million

USD 42 million

At Nintendo, assets are grouped by administrative accounting categories used for managing income and expenditure on an ongoing basis. Recording of impairment loss of assets is determined individually mainly for idle assets with no potential of future use and assets determined to be disposed of. The book value of the assets above was reduced to the recoverable amount, and the difference was recorded as an impairment loss in the section of extraordinary losses.

The breakdown of impairment losses was for land, buildings and others of ¥3,823 million (USD 35 million), ¥769 million (USD 7 million) and ¥30 million (USD 0 million), respectively.

The recoverable amount of assets for disposal is mainly measured by net selling value based on valuation according to real estate appraisal standards.

- 56 -

Current fiscal year (From April 1, 2019 to March 31, 2020)

Not applicable.

*6. Loss on disposal of non-current assets for the years ended March 31, 2019 and 2020 were as follows:

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

Buildings and structures

¥277 million

Buildings and structures

¥ 162 million

USD 1 million

Machinery, equipment and

0

Software

6

0

vehicles

Tools, furniture and fixtures

0

Tools, furniture and fixtures

4

0

Total

¥278 million

Total

¥ 173 million

USD 1 million

Notes to consolidated statements of comprehensive income

*1. Reclassification adjustments and tax effects related to other comprehensive income

Previous fiscal year

Current fiscal year

(From April 1, 2018

(From April 1, 2019

to March 31, 2019)

to March 31, 2020)

Valuation difference on available-for-sale securities:

Amount arising during the fiscal year

¥

828 million

¥

(9,838) million

USD (91)

million

Reclassification adjustments

1,227

(330)

(3)

Amount before tax effects

2,056

(10,169)

(94)

Tax effects

(742)

2,990

27

Valuation difference on available-for-sale

1,313

(7,178)

(66)

securities

Foreign currency translation adjustment:

Amount arising during the fiscal year

4,935

(14,266)

(132)

Reclassification adjustments

(15)

-

-

Amount before tax effects

4,920

(14,266)

(132)

Tax effects

-

-

-

Foreign currency translation adjustment

4,920

(14,266) million

(132)

Share of other comprehensive income of entities

accounted for using equity method:

Amount arising during the fiscal year

(460)

(747) million

(6)

Total other comprehensive income

¥

5,773million

¥

(22,192) million

USD (205)

million

- 57 -

Notes to consolidated statements of changes in equity

Previous fiscal year (From April 1, 2018 to March 31, 2019)

1. Matters concerning outstanding shares

(Shares)

Type of share

As of April 1,

Increase

Decrease

As of March 31,

2018

2019

Common shares

141,669,000

-

10,000,000

131,669,000

(Summary of causes of changes)

Decrease in treasury shares was due to the cancellation of treasury shares based on the resolution at the Board of Directors' meeting held on February 22, 2019.

2. Matters concerning treasury shares

(Shares)

Type of share

As of April 1,

Increase

Decrease

As of March 31,

2018

2019

Common shares

21,543,231

1,001,083

10,000,050

12,544,264

(Summary of causes of changes)

Increase in treasury shares consisted of: an increase of 1,083 shares from acquisitions in line with buyback requests for shares less than one unit; and an increase of 1,000,000 shares from acquisitions by purchases on the market of the Tokyo Stock Exchange based on the resolution at the Board of Directors' meeting held on February 22, 2019.

Decrease in treasury shares consisted of: a decrease of 50 shares from sales in line with selling requests for shares less than one unit; and a decrease of 10,000,000 shares from the cancellation of treasury shares based on the resolution at the Board of Directors' meeting held on February 22, 2019.

3. Matters concerning dividends

  1. Amount of dividends paid

Resolution

Type of

Amount of dividends

Dividends per

Record date

Effective date

share

share

Annual General Meeting

Common

¥57,660 million

¥480

March 31, 2018

June 29, 2018

of Shareholders held on

shares

June 28, 2018

Meeting of Board of

Common

September 30,

December 3,

Directors held on

¥20,421 million

¥170

shares

2018

2018

October 30, 2018

  1. Dividend payments for which the record date is in the fiscal year ended March 31, 2019, and the effective date is in the following fiscal year

Resolution

Type of

Amount of

Source of

Dividends per

Record date

Effective date

share

dividends

dividends

share

Annual General Meeting

Common

Retained

of Shareholders held on

¥76,239 million

¥640

March 31, 2019

June 28, 2019

shares

earnings

June 27, 2019

Current fiscal year (From April 1, 2019 to March 31, 2020)

1. Matters concerning outstanding shares

(Shares)

Type of share

As of April 1,

Increase

Decrease

As of March 31,

2019

2020

Common shares

131,669,000

-

-

131,669,000

2. Matters concerning treasury shares

(Shares)

Type of share

As of April 1,

Increase

Decrease

As of March 31,

2019

2020

Common shares

12,544,264

1,090

-

12,545,354

- 58 -

(Summary of causes of changes)

Increase in treasury shares was due to acquisitions in line with buyback requests for shares less than one unit.

3. Matters concerning dividends

  1. Amount of dividends paid

Resolution

Type of

Amount of dividends

Dividends per

Record date

Effective date

share

share

Annual General Meeting

Common

of Shareholders held on

¥76,239 million

¥640

March 31, 2019

June 28, 2019

shares

June 27, 2019

Meeting of Board of

Common

¥32,163 million

¥270

September 30, 2019

December 2, 2019

Directors held on

shares

October 31, 2019

  1. Dividend payments for which the record date is in the fiscal year ended March 31, 2020, and the effective date is in the following fiscal year

Resolution

Type of

Amount of

Source of

Dividends per

Record date

Effective date

share

dividends

dividends

share

Annual General Meeting

Common

¥97,681 million

Retained

¥820

of Shareholders held on

March 31, 2020

June 29, 2020

shares

[USD 904 million]

earnings

[USD 7.59]

June 26, 2020

Notes to consolidated statements of cash flow

*1. "Cash and cash equivalents at end of period" were reconciled to "Cash and deposits" in the accompanying consolidated balance sheets as of March 31, 2019 and 2020 as follows:

Previous fiscal year

Current fiscal year

(From April 1, 2018

(From April 1, 2019

to March 31, 2019)

to March 31, 2020)

Cash and deposits

¥

844,550 million

¥

890,402 million

USD 8,244 million

Time deposits with maturity of more than

(346,607)

(313,347)

(2,901)

three months

Short-term investments with maturity of three

87,435

44,347

410

months or less

Cash and cash equivalents

¥

585,378 million

¥

621,402 million

USD 5,753 million

Lease transactions

1. Finance lease transactions

Information of finance leases as of March 31, 2019 and 2020 were omitted as they are immaterial.

2. Operating lease transactions

Future lease payments under non-cancelable operating leases

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Due within one year

¥

1,355 million

¥

703 million

USD 6 million

Due after one year

3,959

2,891

26

Total

¥

5,314 million

¥

3,594 million

USD 33 million

- 59 -

Financial instruments

1. Condition of financial instruments

  1. Policy for measures relating to financial instruments
    Nintendo (the Company and its consolidated subsidiaries) invests its funds in highly safe financial assets such as deposits. Nintendo utilizes derivatives to reduce risk as described below and for the purpose of improving the investment yield on short-term financial assets, and does not enter into transactions for speculative purposes.
  2. Details of financial instruments, related risks, and risk management system
    Notes and accounts receivable - trade are exposed to credit risk from customers. In order to reduce this risk, Nintendo monitors the financial position and transaction history, assesses creditworthiness and sets a transaction limit for each customer. Since bonds included in securities and investment securities are mainly those that are held to maturity and issued by financial institutions and international institutions that have high creditworthiness, the credit risk is minimal. Such bonds are also subject to foreign currency exchange risk and market risk. Nintendo closely monitors the market price of such bonds and the financial position of the issuer and reviews their status on a regular basis. Stocks included in investment securities are mainly those of companies with which the Company has business relationships. These stocks are exposed to market risk, but the balance held is immaterial.
    Notes and accounts payable - trade and income taxes payable are all due within one year.
    Derivative transactions include foreign exchange forward contracts, non-deliverable forward contracts and currency option contracts etc. to reduce risk of exchange rate fluctuations arising from deposits and trade receivables denominated in foreign currencies. These transactions are conducted by the Finance Department of the Company and the departments in charge of financial matters of its consolidated subsidiaries after securing approval from the president or the executive officer in charge within limits such as balance of foreign currency deposits during the period. The status of derivative transactions is reported to the executive officer in charge and the Board of Directors on a regular basis. Since counterparties of such transactions are limited to financial institutions that have high creditworthiness, Nintendo judges that risk due to default is minimal.
  3. Supplementary explanation regarding fair values of financial instruments
    The fair values of financial instruments include values based on market prices and reasonably measured values when market prices are unavailable. As variable factors are incorporated into the measurement of such values, the values may vary depending on the assumptions used. In addition, the contract amounts of the derivative transactions described in "Derivative transactions" do not represent the market risk of derivative transactions.

- 60 -

2. Fair value of financial instruments

The book value on the consolidated balance sheets, fair value, and differences between them as of March 31, 2019 and 2020 were as follows:

Previous fiscal year (As of March 31, 2019)

(Millions of yen)

Book value

Fair value

Difference

Cash and deposits

844,550

844,550

-

Notes and accounts receivable - trade

78,169

78,169

-

Short-term and long-term investment securities

Held-to-maturity debt securities

114,044

114,044

0

Other securities

244,630

244,630

-

Total assets

1,281,394

1,281,395

0

Notes and accounts payable - trade

59,689

59,689

-

Income taxes payable

62,646

62,646

-

Total liabilities

122,336

122,336

-

Derivatives

213

213

-

Current fiscal year (As of March 31, 2020)

(Millions of yen)

Book value

Fair value

Difference

Cash and deposits

890,402

890,402

-

Notes and accounts receivable - trade

133,051

133,051

-

Short-term and long-term investment securities

Held-to-maturity debt securities

236,440

236,453

12

Other securities

273,523

273,523

-

Total assets

1,533,417

1,533,430

12

Notes and accounts payable - trade

98,074

98,074

-

Income taxes payable

66,411

66,411

-

Total liabilities

164,486

164,486

-

Derivatives

172

172

-

(Millions of dollars)

Book value

Fair value

Difference

Cash and deposits

8,244

8,244

-

Notes and accounts receivable - trade

1,231

1,231

-

Short-term and long-term investment securities

Held-to-maturity debt securities

2,189

2,189

0

Other securities

2,532

2,532

-

Total assets

14,198

14,198

0

Notes and accounts payable - trade

908

908

-

Income taxes payable

614

614

-

Total liabilities

1,523

1,523

-

Derivatives

1

1

-

(Notes) 1. Fair value measurement of financial instruments and matters relating to securities and derivative transactions Cash and deposits, notes and accounts receivable - trade

As these items are settled in a short period of time, their book values approximate their fair values. Consequently, their fair values are based on their book values.

Short-term and long-term investment securities

The fair value of stocks is based on their prices on the securities exchanges. The fair values of bonds are based on their prices provided by correspondent financial institutions. Securities classified by purpose of holding are described in "Securities."

Notes and accounts payable - trade and income taxes payable

As these items are settled in a short period of time, their book values approximate their fair values. Consequently, their fair values are based on their book values.

- 61 -

Derivative transactions

Assets and liabilities arising from derivative transactions are shown on a net basis. The items that are net liabilities are shown in the parentheses.

Matters regarding fair value measurement method and derivative transactions by type of transaction target are provided in "Derivative transactions."

2. Consolidated balance sheets amounts of financial instruments for which the fair value is deemed extremely difficult to determine

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Unlisted stocks

¥46,870 million

¥54,128 million

USD 501 million

These unlisted stocks which do not have market prices and of which future cash flow cannot be estimated are not included in "Short-term and long-term investment securities," since the estimation of the fair value is deemed to be extremely difficult.

3. Redemption schedule for monetary receivables and securities with maturity subsequent to the consolidated account closing date

Previous fiscal year (As of March 31, 2019)

(Millions of yen)

Due within one year

Due after one year

Due after five years

through five years

through ten years

Cash and deposits

844,550

-

-

Notes and accounts receivable - trade

78,169

-

-

Short-term and long-term investment

securities

Held-to-maturity debt securities

Certificate of deposits

81,936

-

-

Money held in trust

13,000

-

-

Corporate and government bonds

19,109

-

-

Other securities with maturity

Certificate of deposits

1,553

2,774

-

Corporate and government bonds

124,254

36,626

-

Other

1,560

14,240

4,033

Total

1,164,135

53,642

4,033

Current fiscal year (As of March 31, 2020)

(Millions of yen)

Due within one year

Due after one year

Due after five years

through five years

through ten years

Cash and deposits

890,402

-

-

Notes and accounts receivable - trade

133,051

-

-

Short-term and long-term investment

securities

Held-to-maturity debt securities

Certificate of deposits

193,739

7,173

-

Money held in trust

13,000

-

-

Corporate and government bonds

22,529

-

-

Other securities with maturity

Certificate of deposits

-

6,529

-

Corporate and government bonds

127,255

49,989

-

Other

332

17,698

14,816

Total

1,380,311

81,391

14,816

- 62 -

(Millions of dollars)

Due within one year

Due after one year

Due after five years

through five years

through ten years

Cash and deposits

8,244

-

-

Notes and accounts receivable - trade

1,231

-

-

Short-term and long-term investment

securities

Held-to-maturity debt securities

Certificate of deposits

1,793

66

-

Money held in trust

120

-

-

Corporate and government bonds

208

-

-

Other securities with maturity

Certificate of deposits

-

60

-

Corporate and government bonds

1,178

462

-

Other

3

163

137

Total

12,780

753

137

Securities

1. Held-to-maturity debt securities Previous fiscal year (As of March 31, 2019)

(Millions of yen)

Book value

Fair value

Difference

Securities whose fair value exceeds their book

3,107

3,108

0

value on the consolidated balance sheets

Securities whose fair value does not exceed their

110,936

110,936

(0)

book value on the consolidated balance sheets

Total

114,044

114,044

0

Current fiscal year (As of March 31, 2020)

(Millions of yen)

Book value

Fair value

Difference

Securities whose fair value exceeds their book

5,437

5,455

17

value on the consolidated balance sheets

Securities whose fair value does not exceed their

231,002

230,998

(4)

book value on the consolidated balance sheets

Total

236,440

236,453

12

(Millions of dollars)

Book value

Fair value

Difference

Securities whose fair value exceeds their book

50

50

0

value on the consolidated balance sheets

Securities whose fair value does not exceed their

2,138

2,138

(0)

book value on the consolidated balance sheets

Total

2,189

2,189

0

- 63 -

2.

Other securities

Previous fiscal year (As of March 31, 2019)

(Millions of yen)

Book value

Acquisition cost

Difference

Securities whose book value on the consolidated

balance sheets exceeds their acquisition cost

Equity securities

54,292

28,962

25,329

Debt securities

106,037

105,645

392

Other

8,869

8,741

128

Sub-total

169,199

143,349

25,850

Securities whose book value on the consolidated

balance sheets does not exceed their acquisition

cost

Equity securities

867

920

(52)

Debt securities

74,504

75,108

(603)

Other

58

58

-

Sub-total

75,430

76,086

(656)

Total

244,630

219,435

25,194

Current fiscal year (As of March 31, 2020)

(Millions of yen)

Book value

Acquisition cost

Difference

Securities whose book value on the consolidated

balance sheets exceeds their acquisition cost

Equity securities

26,601

6,451

20,150

Debt securities

86,280

85,930

349

Other

2,778

2,661

117

Sub-total

115,661

95,043

20,617

Securities whose book value on the consolidated

balance sheets does not exceed their acquisition

cost

Equity securities

18,436

22,681

(4,245)

Debt securities

123,527

124,635

(1,107)

Other

15,897

15,995

(97)

Sub-total

157,862

163,312

(5,450)

Total

273,523

258,356

15,167

(Millions of dollars)

Book value

Acquisition cost

Difference

Securities whose book value on the consolidated

balance sheets exceeds their acquisition cost

Equity securities

246

59

186

Debt securities

798

795

3

Other

25

24

1

Sub-total

1,070

880

190

Securities whose book value on the consolidated

balance sheets does not exceed their acquisition

cost

Equity securities

170

210

(39)

Debt securities

1,143

1,154

(10)

Other

147

148

(0)

Sub-total

1,461

1,512

(50)

Total

2,532

2,392

140

- 64 -

3. Other securities sold during the fiscal years ended March 31, 2019 and 2020 Previous fiscal year (From April 1, 2018 to March 31, 2019)

(Millions of yen)

Amount sold

Total gain

Total loss

Debt securities

279,718

62

(13)

Other

316,805

4

-

Total

596,524

67

(13)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of yen)

Amount sold

Total gain

Total loss

Debt securities

164,106

57

(104)

Other

74,911

1,049

(56)

Total

239,018

1,107

(161)

(Millions of dollars)

Amount sold

Total gain

Total loss

Debt securities

1,519

0

(0)

Other

693

9

(0)

Total

2,213

10

(1)

4. Securities subject to booking of impairment loss

Previous fiscal year (from April 1, 2018 to March 31, 2019)

Impairment loss was recorded for securities in the amount of ¥682 million, i.e., stocks in the section of other securities in the amount of ¥682 million.

Current fiscal year (from April 1, 2019 to March 31, 2020)

Not applicable.

- 65 -

Derivative transactions

Derivative contracts not qualifying for hedge accounting

Currencies

Previous fiscal year (As of March 31, 2019)

(Millions of yen)

Portion of

Unrealized

Classification

Type of transaction

Contract amount

contract amount

Fair value

gain (loss)

over one year

Exchange forward

contracts

Selling Canadian

3,236

-

21

21

Dollar

Selling British Pound

3,615

-

(9)

(9)

Transactions other

Currency options

Written call options

than market

Euro

40,986

-

transactions

[Premium]

[138]

[-]

12

125

Australian Dollar

3,200

-

[Premium]

[12]

[-]

7

5

Purchased put options

Euro

20,493

-

[Premium]

[150]

[-]

221

70

Total

-

-

-

213

Current fiscal year (As of March 31, 2020)

(Millions of yen)

Portion of

Unrealized

Classification

Type of transaction

Contract amount

contract amount

Fair value

gain (loss)

over one year

Exchange forward

contracts

Selling Canadian

4,458

-

82

82

Dollar

Transactions other

Selling British Pound

969

-

(41)

(41)

Currency options

than market

Written call options

transactions

Euro

29,274

-

[Premium]

[119]

[-]

22

97

Purchased put options

Euro

14,637

-

[Premium]

[119]

[-]

153

34

Total

-

-

-

171

- 66 -

(Millions of dollars)

Portion of

Unrealized

Classification

Type of transaction

Contract amount

contract amount

Fair value

gain (loss)

over one year

Exchange forward

contracts

Selling Canadian

41

-

0

0

Dollar

Transactions other

Selling British Pound

8

-

(0)

(0)

Currency options

than market

Written call options

transactions

Euro

271

-

[Premium]

[1]

[-]

0

0

Purchased put options

Euro

135

-

[Premium]

[1]

[-]

1

0

Total

-

-

-

1

(Notes) 1. The fair value as of March 31, 2019 and 2020 is calculated based on price quoted by correspondent financial institutions.

2. Amounts presented in square parentheses [ ] above are option premiums.

- 67 -

Retirement benefits

1. Summary of retirement benefit plans adopted

The Company has a defined benefit corporate pension plan and a lump-sum severance payment plan which are defined benefit plans. Certain consolidated subsidiaries have defined contribution plans as well as defined benefit plans. The Company and certain consolidated subsidiaries may also pay extra retirement allowance to employees. Certain consolidated subsidiaries adopt a simple method to calculate retirement benefit obligation.

2. Defined benefit plans

  1. Reconciliation between beginning balance and ending balance of retirement benefit obligations (excluding those under the plan in which a simple method is applied)

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of yen)

(Millions of yen)

(Millions of

dollars)

Beginning balance of retirement benefit obligations

51,253

56,591

523

Current service costs

2,898

2,953

27

Interest cost

1,150

1,136

10

Actuarial gains and losses

1,217

4,530

41

Retirement benefits paid

(1,211)

(1,186)

(10)

Other

71

29

0

Foreign currency translation difference

1,210

(607)

(5)

Ending balance of retirement benefit obligations

56,591

63,448

587

  1. Reconciliation between beginning balance and ending balance of plan assets (excluding those under the plan in which a simple method is applied)

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of yen)

(Millions of yen)

(Millions of

dollars)

Beginning balance of plan assets

42,774

48,779

451

Expected return on assets

1,703

1,892

17

Actuarial gains and losses

(761)

(2,182)

(20)

Contribution by the business operator

5,371

2,733

25

Retirement benefits paid

(1,089)

(1,119)

(10)

Other

-

29

0

Foreign currency translation difference

781

(437)

(4)

Ending balance of plan assets

48,779

49,696

460

  1. Reconciliation between beginning balance and ending balance of retirement benefit liability under the plan in which a simple method is applied

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of yen)

(Millions of yen)

(Millions of

dollars)

Beginning balance of retirement benefit liability

199

200

1

Retirement benefit expenses

97

136

1

Retirement benefit payment

(10)

(9)

(0)

Contribution into plan

(61)

(37)

(0)

Other

(24)

-

-

Foreign currency translation difference

0

0

0

Ending balance of retirement benefit liability

200

290

2

- 68 -

  1. Reconciliation between ending balance of retirement benefit obligations and plan assets, and retirement benefit liability and retirement benefit asset recorded in consolidated balance sheets

Previous fiscal year

Current fiscal year

(As of March 31,

(As of March 31, 2020)

2019)

(Millions of yen)

(Millions of yen)

(Millions of

dollars)

Retirement benefit obligations for funded plans

43,377

50,649

468

Plan assets

(49,353)

(50,265)

(465)

(5,976)

384

3

Retirement benefit obligations for unfunded plans

13,988

13,658

126

Net amounts of liabilities and assets recorded in

8,012

14,042

130

consolidated balance sheets

Retirement benefit liability

15,068

20,450

189

Retirement benefit asset

(7,056)

(6,407)

(59)

Net amounts of liabilities and assets recorded in

8,012

14,042

130

consolidated balance sheets

(Note) Includes those under the plan in which a simple method is applied.

  1. Retirement benefit expenses and their breakdown

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

(Millions of yen)

(Millions of yen)

(Millions of

dollars)

Current service costs Interest cost

Expected return on assets

Amortization of actuarial gains and losses treated as expenses

2,995

3,090

28

1,150

1,136

10

(1,703)

(1,892)

(17)

1,978

6,712

62

Other

228

118

1

Retirement benefit expenses for defined benefit plan

4,650

9,165

84

(Note) Retirement benefit expenses of consolidated subsidiaries applying a simple method are recorded in "Current service costs."

  1. Plan assets

a. Main components of plan assets

The ratios of components to plan assets by major category are as follows.

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Stocks

26%

14%

Bonds

61

76

Other

13

10

Total

100%

100%

b. Method for establishing expected long-term return rate on plan assets

In order to determine expected long-term return rate on plan assets, the present as well as expected future allocation of plan assets, along with the present as well as expected long-term rate of return on various assets comprising plan assets, are considered.

  1. Matters concerning the basis for actuarial calculation
    The main calculation bases for actuarial gains or losses are as follows.

Previous fiscal year (From April 1, 2018 to March 31, 2019)

Current fiscal year (From April 1, 2019 to March 31, 2020)

Discount rate

0.3% to 3.8%

0.3% to 3.1%

Expected long-term return rate on plan assets

2.7% to 5.5%

2.0% to 4.0%

- 69

-

3. Defined contribution plans

The amount of contribution required for the defined contribution plans at certain consolidated subsidiaries was ¥2,080 million for the year ended March 31, 2019 and ¥2,343 million (USD 21 million) for the year ended March 31, 2020.

Income taxes

1. Significant components of deferred tax assets and liabilities

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Deferred tax assets

Research and development expenses

¥

30,993 million

¥ 33,622 million

USD 311 million

Revenue recognition for tax purposes

7,279

14,169

131

Unrealized intra-group profit and write-downs

13,940

13,873

128

on inventory

Accounts payable - other and accrued expenses

9,744

11,270

104

Retirement benefit liability

4,160

5,498

50

Excess depreciation of deferred assets

5,411

5,457

50

Other

12,322

15,179

140

Deferred tax assets subtotal

83,853

99,072

917

Valuation allowance

(1,027)

(831)

(7)

Total deferred tax assets

82,825

98,240

909

Deferred tax liabilities

Undistributed retained earnings of subsidiaries

(13,227)

(15,019)

(139)

and associates

Valuation difference on available-for-sale

(7,652)

(6,031)

(55)

securities

Other

(3,955)

(4,990)

(46)

Total deferred tax liabilities

(24,835)

(26,041)

(241)

Net deferred tax assets

¥

57,990 million

¥ 72,199 million

USD 668 million

2. Significant factors in the difference between the statutory tax rate and effective tax rate

Previous fiscal year

Current fiscal year

(As of March 31, 2019)

(As of March 31, 2020)

Statutory tax rate

30.5%

30.5%

(Reconciliations)

Special deduction concerning total amount of experimentation

(0.8)

(0.9)

and research expenses

Different tax rates applied to the consolidated subsidiaries

Foreign tax credit on retained earnings of the overseas consolidated subsidiaries

Effect of profit and loss of the associates accounted for using equity method

Other

Effective tax rate after tax effect accounting

(0.6)

(0.6)

0.6

0.5

(0.8)

(0.7)

(0.5)

(0.4)

28.4%

28.4%

Asset retirement obligations

Information of asset retirement obligations was omitted as its amount is immaterial.

Real estate for rent

Information of real estate for rent was omitted as its amount is immaterial.

- 70 -

Segment information, etc.

Segment information

The main business of Nintendo is developing, manufacturing, and distributing handheld and home console hardware systems and related software. Development and manufacturing of products for worldwide use are primarily done by the Company while distribution is done mainly by local subsidiaries. Nintendo operates as a single operating segment with single distribution channel and market for Nintendo's products and with each major subsidiary solely responsible for distributing. Decision for allocation of the management resources and evaluation of business results are made on a company-wide basis, not based on a product category or region basis. Therefore, segment information is omitted.

Related information

Previous fiscal year (From April 1, 2018 to March 31, 2019) 1. Information about products and services

(Millions of yen)

Nintendo 3DS Platform

Nintendo Switch Platform

Other

Total

Sales to third parties

63,035

1,027,937

109,586

1,200,560

2. Information by geographic areas

  1. Net sales

(Millions of yen)

Japan

The Americas

Europe

Other

Total

from U.S.

265,722

528,895

460,947

304,552

101,389

1,200,560

(Note)

Net sales are categorized by country or region based on the location of the

customer.

  1. Property, plant and equipment

(Millions of yen)

Japan

U.S.

Other

Total

58,884

21,885

780

81,550

(Note) Property, plant and equipment are categorized by country based on its location.

3. Information about major customers

Of sales to third parties, no major customer accounts for 10% or more of net sales in the consolidated financial statements of income.

- 71 -

Current fiscal year (From April 1, 2019 to March 31, 2020) 1. Information about products and services

(Millions of yen)

Nintendo 3DS Platform

Nintendo Switch Platform

Other

Total

Sales to third parties

18,056

1,219,327

71,134

1,308,519

(Millions of dollars)

Nintendo 3DS Platform

Nintendo Switch Platform

Other

Total

Sales to third parties

167

11,290

658

12,115

2. Information by geographic areas

  1. Net sales

(Millions of yen)

Japan

The Americas

Europe

Other

Total

from U.S.

301,187

565,023

487,332

326,613

115,694

1,308,519

(Millions of dollars)

Japan

The Americas

Europe

Other

Total

from U.S.

2,788

5,231

4,512

3,024

1,071

12,115

(Note)

Net sales are categorized by country or region based on the location of the

customer.

  1. Property, plant and equipment

(Millions of yen)

Japan

U.S.

Other

Total

59,067

20,836

2,963

82,866

(Millions of dollars)

Japan

U.S.

Other

Total

546

192

27

767

(Note) Property, plant and equipment are categorized by country based on its location.

3. Information about major customers

Of sales to third parties, no major customer accounts for 10% or more of net sales in the consolidated financial statements of income.

Information about impairment loss of non-current assets by reportable segment

The information was omitted as Nintendo operates as a single operating segment.

Information about amortized and unamortized balances of goodwill by reportable segment

The information was omitted as Nintendo operates as a single operating segment.

Information about gain on bargain purchase by reportable segment

The information was omitted as Nintendo operates as a single operating segment. - 72 -

Information about related party 1. Related party transactions Not applicable.

2. Note about significant associates Not applicable.

Per share information

Previous fiscal year

Current fiscal year

(From April 1, 2018

(From April 1, 2019

to March 31, 2019)

to March 31, 2020)

Net assets per share

¥ 11,833.91

¥12,933.51

USD 119.75

Profit per share

¥1,615.51

¥2,171.20

20.10

(Notes) 1. Diluted profit per share is omitted as no residual securities were outstanding as of March 31, 2019 and 2020.

2. The basis of calculation of profit per share is as follows:

Previous fiscal year

Current fiscal year

(From April 1, 2018

(From April 1, 2019

to March 31, 2019)

to March 31, 2020)

Profit attributable to owners of parent

¥ 194,009 million

¥ 258,641 million

USD 2,394 million

Amount not attributable to common

-

-

-

shareholders

Profit attributable to owners of parent

¥194,009 million

¥ 258,641 million

USD 2,394 million

related to common shares

Average number of shares (common

¥120,091

¥119,124

-

shares)

thousand shares

thousand shares

Significant subsequent events

Not applicable.

  1. Supporting schedules to the consolidated financial statements
    Supplemental schedule of bonds Not applicable.

- 73 -

Supplemental schedule of borrowings

Classification

Beginning balance

Ending balance

Average

Payment due

interest rate (%)

Short-term loans payable

-

-

-

-

Long-term loans payable due within

-

-

-

-

one year

Lease obligations due within one year

¥20 million

¥553 million

-

-

[USD 0 million]

[USD 5 million]

Long-term loans payable due after one

-

-

-

-

year

Lease obligations due after one year

¥36 million

¥1,608 million

-

April 2021

[USD 0 million]

[USD 14 million]

- February 2030

Other interest-bearing liabilities

-

-

-

-

Total

¥56 million

¥2,161 million

-

-

[USD 0 million]

[USD 20 million]

(Note) 1. The average interest rates of lease obligations are omitted as the interest equivalents are allocated to each fiscal year by the straight-line and interest methods.

2. With respect to lease obligations due after one year, the scheduled annual repayment amount within five years from the consolidated account closing date is as follows.

More than one year

More than two years

More than three years

More than four years

but no more than two

but no more than

but no more than four

but no more than five

years

three years

years

years

(Millions of yen)

(Millions of yen)

(Millions of yen)

(Millions of yen)

Lease obligations

447

313

248

261

More than one year

More than two years

More than three years

More than four years

but no more than two

but no more than

but no more than four

but no more than five

years

three years

years

years

(Millions of dollars)

(Millions of dollars)

(Millions of dollars)

(Millions of dollars)

Lease obligations

4

2

2

2

Supplemental schedule of asset retirement obligations

The information was omitted as the amounts of asset retirement obligations as of the beginning and end of the fiscal year ended March 31, 2020 were less than or equal to a hundredth of the total of liabilities and net assets as of the beginning and end of the fiscal year ended March 31, 2020.

  1. Other

Quarterly information of the fiscal year ended March 31, 2020

(Millions of yen)

(Cumulative period)

Three months

Six months

Nine months

Fiscal year

Net sales

172,111

443,967

1,022,668

1,308,519

Profit before income taxes

22,301

85,231

274,725

361,273

Profit attributable to owners of

16,604

62,018

196,389

258,641

parent

Profit per share

(Yen)

139.38

520.62

1,648.61

2,171.20

(Millions of dollars)

(Cumulative period)

Three months

Six months

Nine months

Fiscal year

Net sales

1,593

4,110

9,469

12,115

Profit before income taxes

206

789

2,543

3,345

Profit attributable to owners of

153

574

1,818

2,394

parent

Profit per share

(Dollars)

1.29

4.82

15.26

20.1

- 74 -

(Yen)

(Accounting period)

First quarter

Second quarter

Third quarter

Fourth quarter

Profit per share

139.38

381.23

1,128.00

522.58

(Dollars)

(Accounting period)

First quarter

Second quarter

Third quarter

Fourth quarter

Profit per share

1.29

3.52

10.44

4.83

- 75 -

Corporate Information

Common Shares

Nintendo Co., Ltd. common stock is listed on the Tokyo Stock Exchange, Section 1.

Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders for the fiscal year ended March 31, 2020 was held on June 26, 2020 at Nintendo Co., Ltd. in Kyoto, Japan.

Independent Auditor

PricewaterhouseCoopers Kyoto

Kyoto, Japan

Contact Information

Investor Relations

Corporate Communications

Investor Relations Group

Public Relations Group

General Affairs Department

General Affairs Department

Nintendo Co., Ltd.

Nintendo Co., Ltd.

11-1Hokotate-cho, Kamitoba, Minami-ku,

11-1Hokotate-cho, Kamitoba, Minami-ku,

Kyoto 601-8501, Japan

Kyoto 601-8501, Japan

Tel: +81-75-662-9600

Tel: +81-75-662-9600

E-mail: IR@nintendo.co.jp

Strategic Communications Department

Nintendo of America Inc.

2000 Bridge Parkway Ste 200,

Redwood City, CA 94065

Tel: +1-650-226-4040

For more information, please visit Nintendo's website.

Investor Relations Information

(includes Management Policy, IR Events, Financial Data and Stock Information) https://www.nintendo.co.jp/ir/en/index.html

Company History

https://www.nintendo.co.jp/corporate/en/history/index.html

CSR Report

https://www.nintendo.co.jp/csr/en/index.html

- 76 -

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Nintendo Co. Ltd. published this content on 20 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2020 10:05:02 UTC