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1、Annual Report 2023 for the fiscal year ended March 31,2023 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.9 1.Mana

2、gement policy,management environment,issues to address.9 2.Approach to and initiatives for sustainability.10 3.Risk factors.13 4.Analysis of financial position,operating results and cash flow by management.16 5.Material contracts,etc.19 6.Research and development activities.20 III.Equipment and Faci

3、lities.21 1.Overview of capital investments.21 2.Major Facilities.21 3.Plans for new installation and retirement of equipment and facilities,etc.22 IV.Profile of the Company.23 1.Status of shares and other relevant matters.23 2.Status of acquisition of treasury shares and other relevant matters.29 3

4、.Dividend policy.32 4.Corporate governance.33 V.Financial Information.51 Consolidated financial statements,etc.51 -1-Documents hereto titled“Annual Report”are based on the Companys Annual Securities Report(Japanese only)prepared following the Financial Instruments and Exchange Act for the purpose of

5、 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,in

6、direct 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

7、 prepared by the Company as required 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 Fina

8、ncial Reporting Standards.The financial statements of the Company and its subsidiaries in Japan are prepared on the basis of the accounting and relevant legal requirements in Japan.The financial statements of consolidated subsidiaries outside of Japan are prepared on the basis of the accounting and

9、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 in the ac

10、companying 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 pr

11、esented herein are stated in Japanese yen,the currency of the country in which the Company is incorporated and operates.The rate of 133 to 1 USD,the approximate current rate of exchange on March 31,2023,has been applied for the purpose of presentation of the accompanying consolidated financial state

12、ments in U.S.dollars.These amounts in U.S.dollars are included solely for convenience and are unaudited.These translations do not imply that the actual Japanese yen amounts have been or could be converted into U.S.dollars at this or any other rate of exchange.The accompanying consolidated financial

13、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.-2-Information on the Company I.Overview of the Company 1.Key fina

14、ncial data and trends Consolidated financial data Fiscal year 79th 80th 81st 82nd 83rd Fiscal year ended March 31 2019 2020 2021 2022 2023 Net sales(Millions of yen)(Millions of dollars)1,200,560 1,308,519 1,758,910 1,695,344 1,601,677 USD 12,042 Operating profit (Millions of yen)(Millions of dollar

15、s)249,701 352,370 640,634 592,760 504,375 3,792 Ordinary profit(Millions of yen)(Millions of dollars)277,355 360,461 678,996 670,813 601,070 4,519 Profit attributable to owners of parent(Millions of yen)(Millions of dollars)194,009 258,641 480,376 477,691 432,768 3,253 Comprehensive income(Millions

16、of yen)(Millions of dollars)200,341 236,490 527,951 530,498 486,661 3,659 Net assets(Millions of yen)(Millions of dollars)1,414,798 1,540,900 1,874,614 2,069,310 2,266,466 17,041 Total assets(Millions of yen)(Millions of dollars)1,690,304 1,934,087 2,446,918 2,662,384 2,854,284 21,460 Net assets per

17、 share(Yen)(Dollars)1,183.39 1,293.35 1,573.48 1,763.56 1,946.55 14 Profit per share(Yen)(Dollars)161.55 217.12 403.26 404.67 371.41 2 Diluted profit per share(Yen)(Dollars)-Capital adequacy ratio(%)83.40 79.66 76.60 77.71 79.40-Return on equity(ROE)(%)14.22 17.53 28.13 24.23 19.96-Price earnings ra

18、tio(PER)(Times)19.54 19.16 15.33 15.24 13.82-Cash flows from operating activities(Millions of yen)(Millions of dollars)170,529 347,753 612,106 289,661 322,843 2,427 Cash flows from investing activities(Millions of yen)(Millions of dollars)45,353(188,433)(136,533)93,699 111,507 838 Cash flows from fi

19、nancing activities(Millions of yen)(Millions of dollars)(109,037)(111,031)(194,938)(337,010)(290,973)(2,187)Cash and cash equivalents at end of period(Millions of yen)(Millions of dollars)585,378 621,402 932,079 1,022,718 1,194,569 USD 8,981 Number of employees(Persons)5,944 6,200 6,574 6,717 7,317-

20、(Notes)1.Effective from the beginning of the 82nd fiscal year(which ended March 31,2022),the Company has adopted the“Accounting Standard for Revenue Recognition,etc.(Accounting Standards Board of Japan(ASBJ)Statement No.29 of March 31,2020).”The accounting standard has been applied to the major mana

21、gement indicators for the 82nd fiscal year onward.2.“Diluted profit per share”is not noted because the Company has not issued any dilutive shares.3.The Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.Net assets per share and profit per share are ca

22、lculated based on the assumption that the stock split was implemented at the beginning of the 79th fiscal year.-3-2.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 weste

23、rn playing cards.September 1949 Changed the companys name to Marufuku Karuta Hanbai Co.,Ltd.March 1950 Changed the companys name to Nintendo Karuta Co.,Ltd.and took over karuta manufacturing operations of Yamauchi Nintendo&Co.(currently Yamauchi Co.,Ltd.)July 1951 Changed the companys name to Ninten

24、do 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

25、 1963 Changed the companys 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

26、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

27、 City,Kyoto,Japan(currently Uji Plant).February 1990 Established a wholly-owned subsidiary,Nintendo of Europe GmbH,in Germany(currently a consolidated subsidiary).February 1993 Established a wholly-owned subsidiary,Nintendo France S.A.R.L.,in France(currently a consolidated subsidiary).November 2000

28、 Moved the headquarters to 11-1 Hokotate-cho,Kamitoba,Minami-ku,Kyoto,Japan(current location).July 2006 Established a wholly-owned subsidiary,Nintendo of Korea Co.,Ltd.,in South Korea(currently a consolidated subsidiary).June 2016 Transitioned to a Company with an Audit and Supervisory Committee.Apr

29、il 2017 Acquired shares of JESNET Co.Ltd.and changed its trade name to Nintendo Sales Co.,Ltd.(currently a consolidated subsidiary).April 2022 Transitioned to the Prime Market from the First Section due to the market restructuring of the Tokyo Stock Exchange.-4-3.Description of business In the field

30、 of home entertainment,Nintendo Co.,Ltd.and its subsidiaries and associates(composed of 29 subsidiaries and five associates as of March 31,2023),primarily engage in the development,manufacture and sales of entertainment products.Nintendos major products are categorized into computer-enhanced“dedicat

31、ed video game platforms,”playing cards,karuta and 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 sold mainly by its s

32、ubsidiaries 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 I

33、nc.;Nintendo Software Technology Corporation;Retro Studios,Inc.;Next Level Games 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.;SRD Co.,Ltd.;Nintendo Pictures Co.,Ltd.-Manufacture Nintendo Co.,Ltd.-Sale

34、s 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 Ibrica,S.A.;Nintendo RU LLC.;Nintendo Australia Pty Limited;Nintendo of Korea Co.,Ltd.;Nintendo(Hong Kong)Limited;Nintendo Sales Co.,Ltd.-5-4.Subsidiar

35、ies and associates(1)Consolidated subsidiaries Name of company Location Share capital or investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with Nintendo Co.,Ltd.(the“Company”)Concurrent positions held by directors Loans Business tra

36、nsactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)Nintendo of America Inc.*1,2 U.S.Thousands of USD 110,000 Sales 100-1-Purchase of products manufactured by the Company -Nintendo of Canada Ltd.Canada Thousands of CAD 4,000 Sales 100(100)-Purchase of prod

37、ucts manufactured by the Company from Nintendo of America Inc.-Nintendo of Europe GmbH*1,2 Germany Thousands of EUR 30,000 Sales 100-1-Purchase of products manufactured by the Company -Nintendo France S.A.R.L.*1 France Thousands of EUR 10,000 Sales 100-Purchase of products manufactured by the Compan

38、y from Nintendo of Europe GmbH-Nintendo Benelux B.V.Netherlands Thousands of EUR 6,800 Sales 100-Purchase of products manufactured by the Company from Nintendo of Europe GmbH-Nintendo Ibrica,S.A.Spain Thousands of EUR 3,000 Sales 100(100)-Purchase of products manufactured by the Company from Nintend

39、o of Europe GmbH-Nintendo RU LLC.Russia Millions of RUB 104 Sales 100(100)-Purchase of products manufactured by the Company from Nintendo of Europe GmbH-Nintendo Australia Pty Limited Australia Thousands of AUD 8,500 Sales 100-1-Purchase of products manufactured by the Company -Nintendo of Korea Co.

40、,Ltd.*1 Korea Millions of KRW 25,000 Sales 100-4-Purchase of products manufactured by the Company -Nintendo(Hong Kong)Limited China Thousands of HKD 49,300 Sales 100-3-Purchase of products manufactured by the Company and entrusted purchase of parts for products manufactured by the Company-Nintendo T

41、echnology Development Inc.U.S.USD 1 Development 100 1 1-Entrusted development of hardware OS etc.-Nintendo Software Technology Corporation U.S.Thousands of USD 20 Development 100 1 1-Entrusted development of software-Retro Studios,Inc.*1 U.S.Thousands of USD 10,001 Development 100 1-Entrusted develo

42、pment of software-Next Level Games Inc.Canada Thousands of CAD 11 Development 100 1-Entrusted development of software-Nintendo European Research and Development SAS France Thousands of EUR 300 Development 100(100)-1-Entrusted development of software-iQue(China)Ltd.*1 China Millions of CNY 254 Develo

43、pment 100-1-Entrusted development of software-6-Name of company Location Share capital or investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with Nintendo Co.,Ltd.(the“Company”)Concurrent positions held by directors Loans Business tr

44、ansactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)Nintendo Sales Co.,Ltd.*1,2 Chiyoda-ku,Tokyo Millions of JPY 300 Sales 100-6-Purchase of products manufactured by the Company Leasing of buildings,etc.owned by the Company ND CUBE Co.,Ltd.Chuo-ku,Tokyo M

45、illions of JPY 483 Development 99-2-Entrusted development of software-1-UP Studio Inc.Chiyoda-ku,Tokyo Millions of JPY 90 Development 100-3-Entrusted development of software Leasing of buildings,etc.owned by the Company MONOLITH SOFTWARE INC.Meguro-ku,Tokyo Millions of JPY 75 Development 97-3-Entrus

46、ted development of software-Mario Club Co.,Ltd.Higashiyama-ku,Kyoto Millions of JPY 450 Development 100-4-Entrusted inspection of software etc.Leasing of buildings owned by the Company SRD Co.,Ltd.Shimogyo-ku,Kyoto Millions of JPY 50 Development 100-2-Entrusted development of software-Nintendo Pictu

47、res Co.,Ltd.Chiyoda-ku,Tokyo Millions of JPY 34 Development 100-3-Entrusted planning and production of visual content-(Notes)1.There are five other consolidated subsidiaries not listed above.2.Figures in parentheses in“Percentage of voting rights held by the Company”represent the proportion of indir

48、ect ownership.3.Companies marked with*1 are specified subsidiaries.4.Proportion of sales of consolidated subsidiaries marked with*2,excluding inter-company transactions of sales,over total sales on a consolidated basis surpasses 10%.Major financial information is as follows.Name of company Net sales

49、 (Millions of yen)Ordinary profit(Millions of yen)Profit(Millions of yen)Total net assets (Millions of yen)Total assets (Millions of yen)Nintendo of America Inc.639,202 50,554 39,068 396,319 665,229 Nintendo of Europe GmbH 360,039 6,034 4,145 72,567 244,887 Nintendo Sales Co.,Ltd.236,134 12,511 8,68

50、2 53,991 94,660 Name of company Net sales (Millions of dollars)Ordinary profit(Millions of dollars)Profit(Millions of dollars)Total net assets (Millions of dollars)Total assets (Millions of dollars)Nintendo of America Inc.4,806 380 293 2,979 5,001 Nintendo of Europe GmbH 2,707 45 31 545 1,841 Ninten

51、do Sales Co.,Ltd.1,775 94 65 405 711 -7-(2)Associates accounted for using equity method Name of company Location Share capital or investments in capital Description of principal business Percentage of voting rights held by the Company Relationship with the Company Concurrent positions held by direct

52、ors Loans Business transactions Leasing of fixed assets Director of the Company(number)Employee of the Company(number)The Pokmon Company Minato-ku,Tokyo Millions of JPY 365 Sales and licensing of Pokmon related goods 32 1-Purchase of products manufactured by the Company and entrusted manufacturing o

53、f products-WARPSTAR,Inc.Chiyoda-ku,Tokyo Millions of JPY 10 Animation production and intellectual property management 50-3-Entrusted management of merchandising rights-PUX Corporation Osaka City,Osaka Millions of JPY 45 Development of software engine and license business 27-1-Entrusted development o

54、f software-(Note)There is one associate accounted for using equity method other than the ones listed above.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 31,2023 Number

55、of employees(persons)7,317(Note)Number of employees represents 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

56、a regular basis.(2)Information about reporting company As of March 31,2023 Number of employees(persons)Average age (years)Average length of service(years)Average annual salary 2,779 39.9 14.3 9,856,646 yen(USD 74,110)(Notes)1.Number of employees represents the number of persons employed,excluding pe

57、rsons seconded from the Company to outside the Company,but including persons seconded to the Company from outside the Company.2.Average annual salary is the amount paid inclusive of tax in the fiscal year ended March 31,2023,including extra wages and bonuses.(3)Labor unions Labor unions do not exist

58、 in the Company but have been formed at some of its consolidated subsidiaries.Labor-management relations have been good,and there are no particular matters to be noted.-8-(4)Proportion of management positions held by female workers,rate of childcare leave taken among male workers,and pay gap between

59、 male and female workers 1)Reporting company As of March 31,2023 Supplemental explanation Proportion of management positions held by female workers(%)(Note 1)Rate of childcare leave taken among male workers(%)(Note 2)Pay gap between male and female workers(%)(Note 1)All workers Regular employees Par

60、t-time and temporary workers 4.2 78 70.1 72.0 91.3(Note 3)(Notes)1.Calculated in accordance with the provisions of the Act on Promotion of Womens Participation and Advancement in the Workplace(Act No.64 of 2015).2.This represents a calculation of the childcare leave uptake rate set forth under Artic

61、le 71-4(1)of the Ordinance for Enforcement of the Act on Childcare Leave,Caregiver Leave,and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor No.25 of 1991),in accordance with the Act on Childcare Leave,Caregiver Leave,and Other

62、 Measures for the Welfare of Workers Caring for Children or Other Family Members(Act No.76 of 1991).3.The pay gap between male and female regular employees is mainly due to differences in the length of service and average age.There is no difference in treatment between men and women in terms of sala

63、ry or evaluation systems.2)Consolidated subsidiaries As of March 31,2023 Supplemental explanation Name Proportion of management positions held by female workers(%)Rate of childcare leave taken among male workers(%)Pay gap between male and female workers(%)(Note 1)All workers Regular employees Part-t

64、ime and temporary workers Mario Club Co.,Ltd.-74.7 74.7-(Note 2)(Notes)1.Calculated in accordance with the provisions of the Act on Promotion of Womens Participation and Advancement in the Workplace(Act No.64 of 2015).2.The pay gap between male and female regular employees is mainly due to differenc

65、es in the length of service and average age.There is no difference in treatment between men and women in terms of salary or evaluation systems.-9-II.Business Overview 1.Management policy,management environment,issues to address Any forward-looking statements in the following discussion are based on

66、the judgment of the Company group(the Company and its consolidated subsidiaries;also referred to as“Nintendo”)as of the end of the consolidated fiscal year ended March 31,2023.(1)Basic management policy As an entertainment company that creates smiles,Nintendo strives to introduce new forms of entert

67、ainment while maintaining a robust corporate management.To expand our business,our highest emphasis is placed on providing consumers around the world with exciting forms of entertainment that they have never experienced before.(2)Targeted management index Nintendo works to constantly provide new and

68、 entertaining products and services,aiming 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 manageme

69、nt index targets.This allows our corporate decision-making to stay flexible in this highly competitive industry.(3)Management environment,mid-to long-term corporate business strategy and priority business and financial issues to address Regarding the market environment surrounding the Company group,

70、amid growing demand for entertainment among people around the world,not only has the diversification of entertainment continued alongside advances in technology,but competition is also intensifying further as more companies enter the game industry.Amid such changes in the environment,as an entertain

71、ment company that creates smiles,the Company group aims to offer its unique and original brand of play that anyone and everyone can intuitively enjoy.To enable unique entertainment experiences,we place our dedicated video game platform business integrating both hardware and software at the center of

72、 everything we do.We understand that all entertainment eventually loses its appeal,so we continually work to provide new and original products and services for people everywhere.To continue growing our core business,the Company groups fundamental strategy is to expand the number of people who have a

73、ccess to Nintendo IP.To this end,we seek to broaden the touch points for Nintendo IP with consumers in areas beyond dedicated video game platforms.This includes applications for smart devices,which are ubiquitous throughout the world,as well as visual content,theme parks,and character-based merchand

74、ise.Through these efforts,we will strive to create opportunities for more consumers to become interested in gaming experiences.In addition,we work to strengthen the touch points and develop a long-term relationship with each of our consumers,with Nintendo Account as the connection that spans platfor

75、m generations and unites a variety of entertainment experiences,centered on our integrated hardware-software entertainment.Based on our belief that the true value of entertainment lies in its uniqueness,Nintendo will strive to achieve sustainable growth and increase our corporate value by offering u

76、nique entertainment that plays to the companys strengths,continuing to adapt to the times and cherish the spirit of creativity.-10-2.Approach to and initiatives for sustainability The Company group(the Company and its consolidated subsidiaries)is engaged in group-wide efforts to address issues assoc

77、iated with sustainability,with the goal of“putting smiles on the faces of everyone Nintendo touches.”As part of this,the Company group is working to promote CSR activities focusing on the four priority areas of“consumers,”“supply chain,”“employees”and“environment.”These initiatives encompass improvi

78、ng product quality and ensuring product safety,creating an environment where children can play with peace of mind,promoting CSR procurement through communication with suppliers,building a work environment where employees can realize their various capabilities and reducing the environmental impact of

79、 the groups products and business activities.The forward-looking statements in this section are based on the judgment of the Company group as of March 31,2023.(1)Governance The Company has established the CSR Coordination Team,headed by the General Manager of the General Affairs Division,who is an E

80、xecutive Officer,to promote CSR activities.A framework is in place where the team reports on the status of activities to the Executive Management Committee(which consists of Representative Directors and Directors who are Executive Officers)as well as implementing or supporting specific initiatives.T

81、he team also periodically reports on the status of its activities to the Board of Directors.(2)Strategy The initiatives undertaken to address each priority area are as follows.1)Consumers The Company group aims to offer high-quality products that consumers across a wide range of age groups can enjoy

82、 with peace of mind.Product safety and reliability are our key objectives.We have established the Product Safety Committee and work to ensure that employees thoroughly understand the Product Safety and Quality Principles as a framework to ensure product safety.The Product Safety Committee ensures th

83、e safety of products at every stage,from development all the way through production,sales and after-sales service.The committee works continuously to effectively manage,maintain and improve our initiatives.In addition,to ensure that consumers can enjoy Nintendos game software and services with peace

84、 of mind,we strive to prioritize safety in game software development and eliminate inappropriate content in communication features,as well as spread awareness of and promote the use of features that enable parents and guardians to limit childrens usage.2)Supply chain We work with our numerous produc

85、tion partners in Japan and around the world to improve quality and technical capability,ensure safety and achieve production efficiency throughout the supply chain.We have also established the basic procurement and business partner selection policies to promote production that complies with laws,reg

86、ulations and social standards,while taking into account human rights and local communities.We have also created these policies to build trust with our business partners so that we can fulfill our social responsibilities collaboratively.Specifically,we also work with our business partners for their u

87、nderstanding of and cooperation with the policies of the Company group,and ensure widespread awareness and understanding of the Nintendo CSR Procurement Guidelines,which sets forth specific policies on respect for workers human rights,occupational health and safety,and the non-use of -11-inappropria

88、te raw materials.3)Employees We are engaged in the following initiatives related to human resources development,including securing diverse talent and enhancing workplace environments.(a)Initiatives related to human resources development,including securing diverse talent To bring smiles to people thr

89、ough entertainment,we continue to provide Nintendos unique and original brand of play to consumers around the world.To this end,our people are our most important asset when considering management resources,and we regard enhancing the collective strength of the company by boosting each employees abil

90、ities while continuously raising their work satisfaction as an important aspect of our approach to human resources.We continue to nurture the Nintendo DNA(originality,flexibility and sincerity),the core values that have been passed down through our history,as our key strength.As our consumers intere

91、sts and preferences continue to diversify in the world of entertainment,leveraging a diverse workforce is crucial for raising the collective strength of the company.At Nintendo,we actively hire and promote talent regardless of factors such as sex,age,nationality,disability,sexual orientation or gend

92、er identity.Based on our view that much can be learned from work experience,we aim not only to enhance the knowledge and specialized skills of each employee but also to help our people to accumulate work experience born of collaboration with others.In this way,we strive to cultivate individuals who

93、act independently as active participants,continue to challenge themselves while flexibly handling change,and are able to gain understanding from and empathize with others around them.(b)Policy for enhancing workplace environments To create something unprecedented and fascinating,we believe it is of

94、primary importance that we have internal environments that help our employees to come together for discussion,exchange ideas and opinions,and obtain timely advice.We encourage internal communication to facilitate close teamwork that leverages individual strengths with an emphasis on the connections

95、between people,and strive for deeper collaboration.We are also aware of the importance of creating environments where female employees can perform to their full potential.We actively work to enhance support systems and encourage the use of childcare leave,including for male employees who help with c

96、hild-rearing.4)Environment At Nintendo,we are working to pass on a better environment to future generations.This not only includes efforts to make our offices environmentally friendly,such as the use of renewable energy and energy conservation activities but also work to reduce environmental impact

97、through a wide range of initiatives spanning the design stage to post-sales repair and support through to recycling.More specifically,we have implemented environmental measures at each stage from design to after-sales service,such as creating designs that consider energy and resource efficiency,sele

98、cting easy-to-recycle packaging materials,implementing efficient transportation and providing after-sale repairs and support to enable long-term enjoyment of our products.Regarding climate change,we have identified our risks and opportunities based on 1.5C and 4.0C global warming scenarios,evaluated

99、 the relevant financial impact and engaged in information disclosure in accordance with the recommendations of the Task Force on Climate-Related Financial Disclosures(TCFD).We will continue to work to address climate change.(3)Risk management We have established the issues to focus on in our CSR act

100、ivities as priority areas.The CSR Coordination Team and CSR promotion leads at our major group companies have,with reference to international standards such as the GRI Standards,considered and evaluated the risks and opportunities for these priority areas and pinpointed the issues using the two axes

101、 of social impact and impact on the business of the Company group.The priority areas and their relevant action plans for each fiscal year are reported to the Executive Management Committee.The CSR Coordination Team confirms the priority areas and action plans annually and reviews them as necessary t

102、o respond flexibly to social and environmental changes.(4)Metrics and targets We have set goals to maintain 100%use*of childcare leave by women and increase the percentage of men utilizing childcare leave to 50%or more in terms of cumulative totals over a five-year period beginning in the fiscal yea

103、r ended March 31,2022.Not all Nintendo group companies have established metrics and targets,so -12-it is not possible to present group-wide information.Therefore,only the Companys targets and results are presented for the metrics shown below.Metric Target Result(fiscal year ended March 31,2023)Rate

104、of childcare leave taken among female employees Maintain a rate of 100%*on a cumulative basis for the five years from the fiscal year ended March 31,2022 106%on a cumulative basis since the fiscal year ended March 31,2022 Rate of childcare leave taken among male employees 50%or more on a cumulative

105、basis for the five years from the fiscal year ended March 31,2022 72%on a cumulative basis since the fiscal year ended March 31,2022*The rate of childcare leave taken is calculated as the ratio of employees who began taking childcare leave during the respective fiscal year to those with a child born

106、 during the same fiscal year,and therefore may be more or less than 100%.-13-3.Risk factors Listed below are the various risks that could affect the Company groups operating results,share price and financial condition.However,unpredictable risks may exist other than the risks set forth herein.Note t

107、hat matters pertaining to the future presented herein are determined by Nintendo as of the end of the fiscal year ended March 31,2023.(1)Risks around economic environment Fluctuation in foreign exchange rates Nintendo distributes its products globally with overseas sales accounting for more than 70%

108、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 ye

109、n-denominated assets but also when they are revaluated for financial reporting purposes.Therefore,if there are significant fluctuations in foreign exchange rates,Nintendos financial position,operating results and cash flows could be adversely affected.In order to reduce the influence of fluctuations

110、 in foreign exchange rates,Nintendo purchases in foreign currencies on an ongoing basis.(2)Risks around business activities Fluctuation of market environment and competition against other companies Nintendos core business is engaged in one segment of the broader entertainment field.However,its busin

111、ess is also affected by a variety of other entertainment trends.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 significant impact as well.In the video game industry,i

112、t 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 industry.Furthermore,if Nintend

113、o is unable to adapt to rapid structural changes or other changes,its financial position,operating results and cash flows could be adversely affected.As an entertainment company that creates smiles,the Company group aims to offer its unique and original brand of play that anyone and everyone can int

114、uitively enjoy.To enable unique entertainment experiences,we place our dedicated video game platform business integrating both hardware and software at the center of everything we do,and work to provide new and original products and services for people everywhere.To continue growing our core busines

115、s,the Company groups fundamental strategy is to expand the number of people who have access to Nintendo IP.To this end,we seek to broaden the touch points of Nintendo IP with consumers in areas beyond dedicated video game platforms and create opportunities for more people to become interested in gam

116、ing experiences.In addition,we work to develop a long-term relationship with each of our consumers through Nintendo Account.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 gamin

117、g services,there is no guarantee that all new products and services will be accepted by consumers due to ever shifting preferences.As development of hardware is time-consuming,with technology continuously advancing,Nintendo may not be able to readily acquire technologies required for entertainment.F

118、urthermore,delays of product launches could adversely affect market share.In addition,due to the nature of Nintendo products and services,it may be difficult to develop products and services as planned in some cases,making it impossible to sell or launch the products and services as planned.Moreover

119、,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 re

120、sults and cash flows could be adversely affected.Nintendo continuously strives to develop unique and attractive new products.Product valuation and adequate inventory procurement Given that general products in the video game industry have relatively short life cycles,and are significantly impacted by

121、 consumer preferences as well as seasonality,excess inventory and obsolete inventory could have an adverse effect on Nintendos 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

122、in accurately forecasting demand.At Nintendo,projected production is conducted and sales of downloadable versions of software are promoted in order to guarantee supply based on forecasted demand.-14-Dependency on outside manufacturers Nintendo commissions outside companies to produce key components

123、and assemble finished products.In the event one or more of these outside companies go bankrupt,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

124、cause issues such as 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,a decline in local public safety,natural disa

125、sters,epidemics or any other incidents,or other issues specific to the area could interrupt production and negatively affect Nintendos operating performance.Regarding production,Nintendo hedges risks by procuring parts and materials from and outsourcing production to multiple companies in most cases

126、.For important 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 alternati

127、ve action as swiftly as possible.Business operations affected by seasonal fluctuation Demand for Nintendos products is largely focused on the year-end sales season,New Year season,etc.,so our business performance fluctuates accordingly.Should Nintendo fail to release attractive new products or suppl

128、y products on time during that period,operating performance could be adversely affected.Nintendo strives to achieve stable performance throughout the year through measures such as developing games that consumers will continue to play long after they are released and providing paid services in its di

129、gital business that can be enjoyed on a continuing basis.System issues Nintendo provides various services via the internet,including online games and download sales of digital software,in addition to providing information.However,in the event of the termination or destruction of the operating system

130、s,or the leakage or unauthorized use of data,etc.as a result of a cyber-attack against servers,a natural disaster or an accident,it could have an adverse effect on Nintendos future operating results,share price and financial condition.Considering that networking functions are becoming increasingly i

131、mportant in the Companys 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 system issues.Various factors affecting business activities In additi

132、on to Japan,Nintendo engages in business in the United States,Europe,Australia,Asia and other areas of 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 sys

133、tems and diversity of tax law interpretation,difficulty in recruiting and securing human resources,labor disputes such as strikes,and social disruption resulting from terror attacks,war and other catastrophic events.If the development,manufacture,distribution,sales,etc.of products and services are h

134、indered,Nintendos financial position,operating results and cash flows could be adversely affected.Nintendo will take necessary measures on an ongoing basis.(3)Risks around legal regulations and litigation Product liability Nintendo develops and manufactures its products in accordance with applicable

135、 safety and quality control standards in locations of sale.However,large-scale product recalls may take place should a defect occur,given that its products are sold worldwide.Also,a product defect resulting in product liability compensation could lead to additional expenses and impact the Companys r

136、eputation,and has the potential to adversely impact Nintendos future operating performance and financial position.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 se

137、rvices.Limitations of enforcing intellectual property rights Although Nintendo has continued to accumulate various intellectual properties which enable the differentiation of its offerings from others,there are geographical regions in which it is difficult to effectively address unauthorized uploadi

138、ng via the internet and counterfeit products,which may have a negative impact on Nintendos future operating performance and financial position.Nintendo will take necessary measures on an ongoing basis.Unauthorized system access and leakage of confidential information Nintendo possesses personal info

139、rmation about its consumers,as well as confidential information concerning -15-development and business operations.If such personal information or confidential information were ever leaked outside of Nintendo,due to a breach or other unauthorized access or disclosure,it could have an adverse effect

140、on Nintendos future operating performance,share price and financial condition.Nintendo will take necessary measures on an ongoing basis.Changes in laws and regulations,etc.Unpredicted enactment of or changes in laws and regulations,as well as adoptions of or changes in accounting standards or taxati

141、on systems could have an effect on Nintendos performance and financial position.In addition,conflict of views between Nintendo and the tax authorities regarding tax returns may result in additional tax expenses.Nintendo keeps up to date with information released by government agencies and other exte

142、rnal 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.Litigat

143、ion,etc.Nintendos operations in Japan and overseas may be subject to litigation,disputes and other legal procedures,which could adversely affect Nintendos operating performance and financial position.Nintendo is taking various measures to reduce the risk of litigation.(4)Other risks Other than the r

144、isks set forth above,factors such as uncollectible notes and accounts receivable-trade,collapse of financial institutions,environmental regulations,impairment of the corporate brand due to unforeseen circumstances,changes in the political situation,rapid climate change,natural disasters or epidemics

145、 may adversely affect Nintendos operating performance and financial position.Nintendo will take necessary measures on an ongoing basis.-16-4.Analysis of financial position,operating results and cash flow by management The description of the financial position,operating results and cash flow of Ninte

146、ndo(the Company and its consolidated subsidiaries)in the fiscal year ended March 31,2023(“operating results,etc.”)and the understanding,analysis and examination of Nintendos operating results,etc.from the managements viewpoint are as follows.Any forward-looking statements contained in the following

147、overview are made based on information available as of the end of the fiscal year ended March 31,2023.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 ar

148、e 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 assump

149、tions 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 different from these estimates.Important accounting estimates and assumptions adopted in the consolidated financia

150、l statements of Nintendo are detailed in the section“V.Financial Information,Consolidated financial statements,etc.,Notes to Consolidated Financial Statements(Significant accounting estimates).”(2)Operating results,etc.(i)Description and analysis of results Looking at the Nintendo Switch business fo

151、r the fiscal year ended March 31,2023,good sales were posted for Pokmon Scarlet and Pokmon Violet,which recorded total sales of 22.10 million units,and for Splatoon 3,which sold 10.67 million units.Other new titles released during the period also performed well,with Nintendo Switch Sports selling 9.

152、60 million units.Among titles released through the end of the previous fiscal year,Mario Kart 8 Deluxe sold 8.45 million units(for cumulative sales of 53.79 million units),and Kirby and the Forgotten Land sold 3.81 million units(for cumulative sales of 6.46 million units).As a result,there were 35 t

153、itles that sold over a million units during the period,including titles from other software publishers.As for hardware,units sold declined 22.1%year-on-year to 17.97 million units,as shortages of semiconductors and other components impacted production until around the end of summer,and we did not ex

154、perience the growth in sales mainly during the holiday season that we saw in the previous fiscal year.The sales situation for software remained stable,but unit sales declined 9.0%year-on-year to 213.96 million units,affected to some extent by the decline in hardware sales.Turning to the digital busi

155、ness for our dedicated video game platform,in addition to the impact of the depreciation of the yen,sales of the downloadable versions of packaged software for Nintendo Switch performed well,and revenue related to Nintendo Switch Online increased,helping to push digital sales to 405.2 billion(USD 3,

156、046 million),up 12.7%year-on-year.Income from royalties increased,but income from smart-device content declined,with the result that overall sales in our mobile and IP related business totaled 51.0 billion(USD 383 million),down 4.3%year-on-year.Nintendos management policy,management strategy,etc.are

157、 as described in“II.Business Overview,1.Management policy,management environment,issues to address.”The presence or lack of hit products and their sales volumes are deemed to have a significant impact on operating results,etc.,as described in“II.Business Overview,4.Analysis of financial position,ope

158、rating results and cash flow by the management,(4)Factors which have a significant impact on operating results,etc.”-17-(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 31,2023 decr

159、eased from the previous fiscal year.Net sales reached 1,601.6 billion(USD 12,042 million;a decrease of 5.5%year-on-year),of which overseas sales were 1,236.0 billion(USD 9,293 million;a decrease of 7.5%year-on-year,and 77.2%of total sales).While operating profit came to 504.3 billion(USD 3,791 milli

160、on;a decrease of 14.9%year-on-year),ordinary profit was 601.0 billion(USD 4,518 million;a decrease of 10.4%year-on-year)due to a decrease in foreign exchange gains and other factors.Profit attributable to owners of parent totaled 432.7 billion(USD 3,253 million;a decrease of 9.4%year-on-year).(Net s

161、ales and operating profit)Net sales decreased from the previous fiscal year by 93.6 billion(USD 703 million)to 1,601.6 billion(USD 12,042 million;a decrease of 5.5%on a year-on-year basis).Gross profit decreased from the previous fiscal year by 60.6 billion(USD 455 million)to 885.4 billion(USD 6,657

162、 million;a decrease of 6.4%on a year-on-year basis).Due to such factors as the increase in research and development expenses and advertising expenses,selling,general and administrative expenses increased from the previous fiscal year by 27.7 billion(USD 208 million),resulting in an operating profit

163、of 504.3 billion(USD 3,791 million;a decrease of 14.9%on a year-on-year basis).(Non-operating income and expenses,and ordinary profit)Net non-operating income was 96.6 billion(USD 726 million)due to such factors as the accrual of foreign exchange gains and the recording of share of profit of entitie

164、s accounted for using equity method related to The Pokmon Company and other investments.As a result,ordinary profit was 601.0 billion(USD 4,518 million;a decrease of 10.4%on a year-on-year basis).(Profit attributable to owners of parent)Profit attributable to owners of parent was 432.7 billion(USD 3

165、,253 million;a decrease of 9.4%on a year-on-year basis),mainly due to the decrease in ordinary profit from the previous fiscal year.(iii)Description and analysis of financial position(Total assets)Total assets increased by 191.8 billion(USD 1,442 million)compared to the previous fiscal year-end to 2

166、,854.2 billion(USD 21,460 million).This was mainly due to the increase in cash and deposits attributable to such factors as the receipt of proceeds through operating activities and the effect of the depreciation of the yen,in addition to some of them being held in the form of short-term investment s

167、ecurities.(Total liabilities)Total liabilities decreased by 5.2 billion(USD 39 million)compared to the previous fiscal year-end to 587.8 billion(USD 4,419 million).This was mainly due to the decrease in income taxes payable,despite an increase in advances received mainly associated with the expansio

168、n of the digital business and other related activities.(Net assets)Net assets increased by 197.1 billion(USD 1,481 million)compared to the previous fiscal year-end to 2,266.4 billion(USD 17,040 million).This was mainly due to the posting of profit attributable to owners of parent in the amount of 43

169、2.7 billion(USD 3,253 million)and the payment of dividends of surplus in the amount of 238.7 billion(USD 1,794 million).-18-(iv)Description and analysis of cash flows The ending balance of“Cash and cash equivalents”(collectively,“Cash”)as of March 31,2023 was 1,194.5 billion(USD 8,981 million),with

170、an increase of 171.8 billion(USD 1,291 million)during the fiscal year.During the previous fiscal year,there was an increase of 90.6 billion.Net increase(decrease)of Cash and contributing factors during the fiscal year ended March 31,2023 are as follows:Cash flows from operating activities:With respe

171、ct to cash flows from operating activities,there were decreasing factors contributing to 600.7 billion(USD 4,516 million)of profit before income taxes mainly such as payments of income taxes and an increase in inventories.However,due to increasing factors such as a decrease in trade receivables,net

172、cash resulted in an increase of 322.8 billion(USD 2,427 million)compared to an increase of 289.6 billion during the previous fiscal year.Cash flows from investing activities:Net cash from investing activities increased by 111.5 billion(USD 838 million)compared to an increase of 93.6 billion during t

173、he previous fiscal year mainly due to proceeds from withdrawal of time deposits and sale and redemption of short-term and long-term investment securities being greater than payments into time deposits and purchase of short-term and long-term investment securities.Cash flows from financing activities

174、:Net cash from financing activities decreased by 290.9 billion(USD 2,187 million)compared to a decrease of 337.0 billion during the previous fiscal year mainly due to payments of cash dividends and purchase of treasury shares.(3)Production,orders received and sales information (i)Production results

175、Production results in the fiscal year ended March 31,2023 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 Switch p

176、latform 1,213,299 9,122(5.8)Others 15,728 118(3.5)Subtotal 1,229,028 9,240(5.8)Playing cards,etc.4,719 35 1,418.2 Total 1,233,748 9,276(5.4)(Note)The above amounts are calculated based on the selling price.(ii)Order-receiving status Information on orders received is omitted as production is based on

177、 make-to-stock production,other than make-to-order production mainly for some software for dedicated video game platforms.-19-(iii)Sales results Sales results in the fiscal year ended March 31,2023 were as follows.As Nintendo operates as a single business segment,the information is presented by prod

178、uct type.Type Amount Year-on-year increase(decrease)(%)(Millions of yen)(Millions of dollars)Dedicated video game platform Nintendo Switch platform 1,509,202 11,347(5.8)Others 35,718 268(2.1)Subtotal 1,544,920 11,615(5.8)Mobile,IP related income,etc.51,067 383(4.3)Playing cards,etc.5,689 42 105.1 To

179、tal 1,601,677 12,042(5.5)(4)Factors which have a significant impact on operating results,etc.Nintendo operates as a business in the field of home entertainment,in which the presence or lack of hit products and their sales volumes may have a significant impact on its operating results,etc.In addition

180、,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 Nintendos total sales are generated in markets outside of Japan,with most transactions carried

181、 out in local currencies.While Nintendo makes U.S.dollar-based purchases and purchases in other currencies on an ongoing basis in order to reduce the impact of exchange rate fluctuations,it is difficult to completely eliminate the related risk.As a result,exchange rate fluctuations may have an impac

182、t on Nintendos financial performance.While dedicated video game platforms and their compatible software,which are Nintendos 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

183、impact on gross profit and the gross profit percentage to sales.In addition,there may be other fluctuating factors as described in“II.Business Overview,3.Risk factors.”(5)Financial source of capital and liquidity of funds As of the end of the consolidated fiscal year ended March 31,2023,the current

184、ratio is 434%,and the ratio of total liabilities to cash and cash equivalents is 2.0 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 capit

185、al 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 Nintendos basic policy to internally provide the capital necessary to fund future growth,including capital

186、 investments.Nintendo ensures self-financing by cash flows from operating activities including sales of dedicated video game platforms,etc.Nintendos approach to shareholder returns is as explained in“IV.Profile of the Company,3.Dividend policy”and specific plans for capital investments are as descri

187、bed in“III.Equipment and Facilities,3.Plans for new installation and retirement of equipment and facilities,etc.”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 invent

188、ories,which may have an upward or downward 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 downw

189、ard impact on net cash provided by or used in investing activities.5.Material contracts,etc.Not applicable.-20-6.Research and development activities Nintendo(the Company and its consolidated subsidiaries)primarily engages in the active development of hardware and software for dedicated video game sy

190、stems,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 utilize Nintendo IP,focusing on the production of products such as those related to

191、 amiibo and visual content,and 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 underlying technologies spanning data storage t

192、echnology such as semiconductor memory,display technology such as liquid crystal displays,and electronic components.We also carry out research and development activities to examine the applicability of various technologies to the field of home entertainment including interfaces such as touch panels

193、and sensors,networks such as wireless communication,security,cloud computing,virtual reality(VR),augmented reality(AR)and mixed reality(MR),deep learning and big data analysis.Our efforts are not limited to in-house studies and research and we are also exploring various possibilities on a daily basi

194、s 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,in additio

195、n to designing and developing various accessories and pursuing cost-cutting initiatives.With respect to software,we take full advantage of hardware features in planning our products,and focus on game design and program development that leverages graphics,music and game scripts,and developing program

196、s.Furthermore,in order to enable digital business expansion,we have strongly driven the expansion of system infrastructure that supports network services in multiple areas,including the various network features of each software title and Nintendo eShop.In addition,we have established a research and

197、development structure for smart-device software,and promote the planning and development of smart-device applications and the development of a back-end server system.Regarding our parts procurement and manufacturing processes,in addition to promoting the mass production of parts that employ new test

198、 methods and technologies,we also research and accumulate knowledge pertaining to relevant laws and regulations with the cooperation and support of our manufacturing partners.To pass on a better environment to future generations,we not only strive to be environmentally conscious in our offices,but a

199、lso work to develop our products while always being mindful to reduce our environmental impact through efforts such as considering energy efficiency in design,selecting components and materials with low environmental impact,and choosing packaging materials that are easy to recycle.Research and devel

200、opment expenses for the fiscal year were 110.0 billion(USD 827 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 introduced firmware updates to enhance c

201、onvenience and operational stability,released various special editions of game systems and accessories,and made ongoing improvements to the software development environment and various network services.As for compatible software,we released Nintendo Switch Sports,a motion-controlled game that enable

202、s anyone to easily enjoy sports anytime,with intuitive controls using the Joy-Con motion sensor.We also released Mario Strikers:Battle League,a soccer-like fighting game in which players can use unique and unconventional actions such as two-point shots and teammate tackles.Other titles released incl

203、ude Splatoon 3,Fire Emblem Engage,and Xenoblade Chronicles 3,the latest entries in their respective series,as well as other titles such as Metroid Prime Remastered and Kirbys Return to Dream Land Deluxe.In our mobile business,we run services on an ongoing basis for game applications such as Fire Emb

204、lem Heroes,Animal Crossing:Pocket Camp,and Mario Kart Tour.For Nintendo Switch Online,a service that enables consumers to enjoy online competitive and cooperative play and various other services on Nintendo Switch,the Game Boy Nintendo Switch Online service was introduced.We also started offering Ga

205、me Boy Advance Nintendo Switch Online for the Nintendo Switch Online+Expansion Pack membership plan,in addition to adding more titles to the Nintendo Entertainment System Nintendo Switch Online,Super NES Nintendo Switch Online,and other services.We continued reviewing the specifications for the vari

206、ous services based on Nintendo Account and making ongoing improvements.In addition,on Nintendo Developer Portal,a dedicated website for game creators working on Nintendo platforms,we offer ongoing support for developers,including individuals,to deliver new entertainment to consumers around the world

207、.On top of these efforts,Nintendo continues to engage in the development of various products and services for the future,including new products that improve peoples QOL(Quality of Life)in enjoyable ways.-21-III.Equipment and Facilities 1.Overview of capital investments Nintendo develops,manufactures

208、 and sells entertainment products,and in the fiscal year ended March 31,2023,it invested 33,933 million(USD 255 million),which was mainly used for research and development facilities,and included intangible assets such as computer software for internal use.Regarding the required funds,all of the cap

209、ital 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 segm

210、ent,the information is presented on a business-by-business basis.(1)Reporting company As of March 31,2023 Principal places of business(Location)Description of business Description of equipment&facilities Book value(Millions of yen)Number of employees(persons)Buildings and structures Machinery,equipm

211、ent and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Uji Plant(Uji City,Kyoto Prefecture)Manufacturing Production facilities 2,351 221 1,866(25)59 1 4,499 129 Head Office(Minami-ku,Kyoto Prefecture)Administration,sales,development,manufacturing Other facilit

212、ies 17,793 80 22,160(67)1,676 8,038 49,750 2,500 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities 1,187 0-(-)135 195 1,518 150 Asset leased to Nintendo Sales Co.,Ltd.(Uji City,Kyoto Prefecture)Sales Other facilities 884 0 4,079(9)1-4,964-Asset leased to Nint

213、endo Sales Co.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 754-5,763(1)5-6,523-Nintendo Gallery(tentative name)(Uji City,Kyoto Prefecture)Other Other facilities 78-37(14)0 5,825 5,941-Principal places of business(Location)Description of business Description of equipment&facilities Book valu

214、e(Millions of dollars)Number of employees(persons)Buildings and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Uji Plant(Uji City,Kyoto Prefecture)Manufacturing Production facilities 17 1 14(25)0 0 33 129 Head Office(Minami-k

215、u,Kyoto Prefecture)Administration,sales,development,manufacturing Other facilities 133 0 166(67)12 60 374 2,500 Tokyo Branch Office*1,2(Chiyoda-ku,Tokyo)Administration,sales,development Other facilities 8 0-(-)1 1 11 150 Asset leased to Nintendo Sales Co.,Ltd.(Uji City,Kyoto Prefecture)Sales Other f

216、acilities 6 0 30(9)0-37-Asset leased to Nintendo Sales Co.,Ltd.(Kita-ku,Osaka Prefecture)Sales Other facilities 5-43(1)0-49-Nintendo Gallery(tentative name)(Uji City,Kyoto Prefecture)Other Other facilities 0-0(14)0 43 44-22-(Notes)1.Book value of“Other”represents book value of intangible assets and

217、long-term prepaid expenses.2.*1 Tokyo Branch Office leases office space,of which the amount of annual rent expenses is 1,163 million(USD 8 million).3.*2 The amounts include some of the assets leased to Nintendo Sales Co.,Ltd.and 1-UP Studio Inc.(2)Overseas subsidiaries As of March 31,2023 Name of co

218、mpany(Location)Description of business Description of equipment&facilities Book value(Millions of yen)Number of employees(persons)Buildings and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Nintendo of America Inc.(United St

219、ates)Sales Other facilities 13,193 714 4,128(508)1,922 1,383 21,343 1,241 Nintendo of Europe GmbH(Germany)Sales Other facilities 3,921 167-(-)476 1,014 5,580 943 Name of company(Location)Description of business Description of equipment&facilities Book value(Millions of dollars)Number of employees(pe

220、rsons)Buildings and structures Machinery,equipment and vehicles Land(area:thousands of square meters)Tools,furniture and fixtures Other Total Nintendo of America Inc.(United States)Sales Other facilities 99 5 31(508)14 10 160 1,241 Nintendo of Europe GmbH(Germany)Sales Other facilities 29 1-(-)3 7 4

221、1 943(Notes)1.Book value of“Other”represents book value of construction in progress and intangible assets.2.The above amounts include right-of-use assets.3.Plans for new installation and retirement of equipment and facilities,etc.Plans for the installation of new equipment and facilities,etc.are as

222、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 fo

223、recasts below due to factors including those stated in“II.Business Overview,3.Risk factors.”Name of company Description of equipment and facilities Planned investment amount Month/year of commencement Month/year of scheduled completion Nintendo Co.,Ltd.and its consolidated subsidiaries Research and

224、development facilities 34,000 million yen(USD 255 million)April 2022 March 2025 Nintendo Co.,Ltd.and its consolidated subsidiaries Production facilities for molds,etc.8,000 million yen(USD 60 million)April 2022 March 2025 Nintendo Co.,Ltd.and its consolidated subsidiaries Renovation,updating,etc.of

225、other buildings,etc.42,000 million yen(USD 315 million)April 2022 March 2025 Total 84,000 million yen(USD 631 million)-(Note)Funds required for equipment and facilities,etc.in the future referred to above are to be self-financed.-23-IV.Profile of the Company 1.Status of shares and other relevant mat

226、ters(1)Total number of shares and other information (i)Total number of shares Class Total number of shares authorized to be issued(shares)Common shares 4,000,000,000 Total 4,000,000,000 (ii)Number of shares issued Class Number of shares outstanding as of the end of fiscal year (March 31,2023)Number

227、of shares outstanding as of issuance date of this report (June 26,2023)Name of stock exchange on which Nintendo is listed or name of authorized financial instruments firm association Description Common shares 1,298,690,000 1,298,690,000 Tokyo Stock Exchange Prime Market Number of shares constituting

228、 a unit:100 shares Total 1,298,690,000 1,298,690,000-(2)Status of share subscription rights and other relevant matters(i)Description of stock option scheme Not applicable (ii)Description of rights plans Not applicable (iii)Other matters regarding status of share subscription rights,etc.Not applicabl

229、e (3)Exercise status and other relevant matters concerning bonds with share subscription rights containing a clause for exercise price adjustment Not applicable -24-(4)Trend of total number of shares issued,amount of common shares and other relevant matters Date Change in the number of shares issued

230、 (Thousands of shares)Balance of the number of shares issued (Thousands of shares)Change in share capital(Millions of yen)Balance of share capital(Millions of yen)Change in legal capital surplus(Millions of yen)Balance of legal capital surplus(Millions of yen)March 29,2019(Note 1)(10,000)131,669-10,

231、065-11,584 September 16,2021(Note 1)(1,800)129,869-10,065-11,584 October 1,2022(Note 2)1,168,821 1,298,690-10,065-11,584 Date Change in the number of shares issued (Thousands of shares)Balance of the number of shares issued (Thousands of shares)Change in share capital(Millions of dollars)Balance of

232、share capital(Millions of dollars)Change in legal capital surplus(Millions of dollars)Balance of legal capital surplus(Millions of dollars)March 29,2019(Note 1)(10,000)131,669-75-87 September 16,2021(Note 1)(1,800)129,869-75-87 October 1,2022(Note 2)1,168,821 1,298,690-75-87(Notes)1.The decrease is

233、due to the cancellation of treasury shares.2.The increase is due to a 10-for-1 stock split.(5)Status of shareholders As of March 31,2023 Classification Status of shares(number of shares constituting a unit:100 shares)Status of shares less than one unit(shares)National and local government Financial

234、institutions Financial services providers Other legal entities Foreign shareholders Individuals and other Total Other than individuals Individuals Number of shareholders(persons)-122 79 1,370 1,216 790 139,900 143,477-Number of shares held(units)-3,935,473 483,192 333,428 5,967,858 4,286 2,255,029 1

235、2,979,266 763,400 Shareholding ratio(%)-30.32 3.72 2.57 45.98 0.03 17.38 100.00-(Notes)1.Out of treasury shares of 134,460,640 shares,1,344,606 units and 40 shares are included in“Individuals and other”and“Status of shares less than one unit,”respectively.2.“Other legal entities”includes 10 units of

236、 shares held in the name of Japan Securities Depository Center,Inc.-25-(6)Status of major shareholders As of March 31,2023 Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)The Master Trust Bank of Japan,Ltd.(Trust Account)2-11-3 Ha

237、mamatsu-cho,Minato-ku,Tokyo 1,984,828 17.05 JP Morgan Chase Bank 380815(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)25 BANK STREET,CANARY WHARF,LONDON,E14 5JP,UNITED KINGDOM(2-15-1 Konan,Minato-ku,Tokyo)1,152,596 9.90 Custody Bank of Japan,Ltd.(Trust Account)1-8-12 Harumi

238、,Chuo-ku,Tokyo 695,129 5.97 The Bank of Kyoto,Ltd.(Standing proxy:Custody Bank of Japan,Ltd.)700 Yakushimae-cho,Karasuma-dori,Matsubara-Agaru,Shimogyo-ku,Kyoto (1-8-12 Harumi,Chuo-ku,Tokyo)488,020 4.19 The Nomura Trust and Banking Co.,Ltd.(MUFG Bank,Ltd.Retiree Allowance Trust Account)2-2-2 Otemachi

239、,Chiyoda-ku,Tokyo 421,090 3.62 State Street Bank West Client Treaty 505234(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)1776 HERITAGE DRIVE,NORTH QUINCY,MA 02171,U.S.A.(2-15-1 Konan,Minato-ku,Tokyo)201,980 1.73 CITIBANK,N.A.-NY,AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDE

240、RS(Standing proxy:Citibank,N.A.,Tokyo Branch)388 GREENWICH STREET NEW YORK,NY 10013 USA(6-27-30 Shinjuku,Shinjuku-ku,Tokyo)160,576 1.38 JP Morgan Chase Bank 385781(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)25 BANK STREET,CANARY WHARF,LONDON,E14 5JP,UNITED KINGDOM(2-15-1

241、 Konan,Minato-ku,Tokyo)140,154 1.20 SSBTC CLIENT OMNIBUS ACCOUNT(Standing proxy:Custody Services Department,The Hongkong and Shanghai Banking Corporation Limited,Tokyo Branch)ONE LINCOLN STREET,BOSTON MA USA 02111(3-11-1 Nihombashi,Chuo-ku,Tokyo)139,035 1.19 State Street Bank and Trust Company 50522

242、3(Standing proxy:Settlement&Clearing Services Department,Mizuho Bank,Ltd.)P.O.BOX 351 BOSTON MASSACHUSETTS 02101 U.S.A.(2-15-1 Konan,Minato-ku,Tokyo)127,334 1.09 Total-5,510,744 47.33(Notes)1.The Companys 1,344,606 hundred treasury shares are excluded from the above table.2.Although the Statement of

243、 Changes made available for public inspection dated February 17,2023 states that the following shares are held by Public Investment Fund as of February 13,2023,the above status of major shareholders is based on the shareholder registry,as the Company could not confirm the actual number of shares hel

244、d as of March 31,2023.Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Public Investment Fund AlRaidah Digital City Al-Nakheel PO BOX 6847,Riyadh 11452 Saudi Arabia 1,072,376 8.26 Total-1,072,376 8.26 -26-3.Although the Statement o

245、f Changes made available for public inspection dated April 6,2023 states that the following shares are held by Sumitomo Mitsui Trust Asset Management Co.,Ltd.and its joint holders as of March 31,2023,the above status of major shareholders is based on the shareholder registry,as the Company could not

246、 confirm the actual number of shares held as of March 31,2023.4.Although the Statement of Changes made available for public inspection dated January 17,2022 states that the following shares are held by MUFG Bank,Ltd.and its joint holders as of January 10,2022,the above status of major shareholders i

247、s based on the shareholder registry,as the Company could not confirm the actual number of shares held as of March 31,2023.The Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.As a result,the number of shares issued increased by 1,168,821,000 shares

248、to 1,298,690,000 shares.Statements of Large-Volume Holdings(Statements of Changes)submitted before this date present the number of shares held prior to the stock split.Name of shareholder Address Number of shares held (Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)MUFG Bank,Ltd.

249、2-7-1 Marunouchi,Chiyoda-ku,Tokyo 42,109 3.24 Mitsubishi UFJ Trust and Banking Corporation 1-4-5 Marunouchi,Chiyoda-ku,Tokyo 40,650 3.13 Mitsubishi UFJ Kokusai Asset Management Co.,Ltd.1-12-1 Yurakucho,Chiyoda-ku,Tokyo 11,075 0.85 Total-93,834 7.23 Name of shareholder Address Number of shares held (

250、Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)Sumitomo Mitsui Trust Asset Management Co.,Ltd.1-1-1 Shibakoen,Minato-ku,Tokyo 446,165 3.44 Nikko Asset Management Co.,Ltd.9-7-1 Akasaka,Minato-ku,Tokyo 284,701 2.19 Total-730,866 5.63 -27-5.Although the Statements of Large-Volume Ho

251、ldings 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 numbe

252、r of shares held as of March 31,2023.The total number of shares issued decreased by 11,800,000 shares in total due to the cancellation of treasury shares on March 29,2019 and September 16,2021,and increased by 1,168,821,000 shares due to a 10-for-1 stock split of the Companys common stock with an ef

253、fective date of October 1,2022.As a result,the number of shares issued is now 1,298,690,000 shares.However,the shareholding ratio and the number of shares held by each shareholder in the Statements of Large-Volume Holdings(Statement of Changes)submitted before said dates are stated as the ratio and

254、number before the cancellation of treasury shares or the stock split.Name of shareholder Address Number of shares held(Hundreds of shares)Shareholding ratio(excluding treasury shares)(%)BlackRock Japan Co.,Ltd.1-8-3 Marunouchi,Chiyoda-ku,Tokyo 21,768 1.54 BlackRock Advisors,LLC 1209 Orange Street,Wi

255、lmington,New Castle County,Delaware,USA 6,892 0.49 BlackRock Investment Management LLC 1 University Square Drive;Princeton,New Jersey,USA 1,843 0.13 BlackRock(Luxembourg)S.A.35a Avenue JF Kennedy L-1855 Luxembourg 1,972 0.14 BlackRock Life Limited 12 Throgmorton Avenue London,UK 2,453 0.17 BlackRock

256、 Asset Management Ireland Limited JP Morgan House International Financial Services Centre,Dublin,Ireland 4,460 0.31 BlackRock Fund Advisors 400 Howard Street,San Francisco,California,USA 14,264 1.01 BlackRock Institutional Trust Company,N.A.400 Howard Street,San Francisco,California,USA 17,501 1.24

257、BlackRock Investment Management(UK)Limited 12 Throgmorton Avenue London,UK 2,017 0.14 Total-73,172 5.17 -28-(7)Status of voting rights(i)Shares issued As of March 31,2023 Class Number of shares(shares)Number of voting rights(units)Description Shares without voting rights -Shares with restricted voti

258、ng rights(treasury shares,etc.)-Shares with restricted voting rights(other)-Shares with full voting rights(treasury shares,etc.)(Treasury shares)Common shares 134,460,600-Number of shares constituting a unit:100 shares Shares with full voting rights(other)Common shares 1,163,466,000 11,634,660 Same

259、as the above Shares less than one unit Common shares 763,400-Shares less than one unit(100 shares)Total number of shares issued 1,298,690,000-Total number of voting rights held by all shareholders-11,634,660-(Note)“Shares with full voting rights(other)”includes 1,000 shares(10 voting rights)held in

260、the name of Japan Securities Depository Center,Inc.(ii)Treasury shares and other relevant matters As of March 31,2023 Name of shareholder Address of shareholder Number of shares held under own name(shares)Number of shares held under another name(shares)Total number of shares held(shares)Shareholding

261、 ratio over the total number of shares issued(%)(Treasury shares)Nintendo Co.,Ltd.11-1 Hokotate-cho,Kamitoba,Minami-ku,Kyoto 601-8501 Japan 134,460,600-134,460,600 10.35 Total-134,460,600-134,460,600 10.35 -29-2.Status of acquisition of treasury shares and other relevant matters Class of shares,etc.

262、Acquisition of common shares under Article 155,item 3 and 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 Acquisition

263、 under Article 155,item 3 of the Companies Act Classification Number of shares(shares)Total amount of acquisition price(yen)Status of the resolution approved by the meeting of the Board of Directors(held on May 10,2022)(Acquisition period:May 11,2022)1,000,000 56,360,000,000 Treasury shares acquired

264、 prior to the fiscal year ended March 31,2023-Treasury shares acquired during the fiscal year ended March 31,2023 899,500 50,695,820,000 Total number and amount of remaining shares to be acquired based on the resolution approved by the Board of Directors 100,500 5,664,180,000 Percentage of unexecute

265、d rights as of March 31,2023(%)10.1 10.1 Treasury shares acquired during the current period-Percentage of unexecuted rights as of submission date of this report(%)10.1 10.1 Classification Number of shares(shares)Total amount of acquisition price(dollars)Status of the resolution approved by the meeti

266、ng of the Board of Directors(held on May 10,2022)(Acquisition period:May 11,2022)1,000,000 423,759,398 Treasury shares acquired prior to the fiscal year ended March 31,2023-Treasury shares acquired during the fiscal year ended March 31,2023 899,500 381,171,578 Total number and amount of remaining sh

267、ares to be acquired based on the resolution approved by the Board of Directors 100,500 42,587,819 Percentage of unexecuted rights as of March 31,2023(%)10.1 10.1 Treasury shares acquired during the current period-Percentage of unexecuted rights as of submission date of this report(%)10.1 10.1(Note)T

268、he Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.The acquisition of treasury shares based on a resolution approved by the Board of Directors for the acquisition period shown above was executed prior to the stock split.Therefore,the number of shar

269、es shown are the number prior to the stock split.-30-(3)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

270、Number of shares(shares)Total amount of acquisition price(yen)Treasury shares acquired during the fiscal year ended March 31,2023 1,608 29,273,300 Treasury shares acquired during the current period 105 610,365 Classification Number of shares(shares)Total amount of acquisition price(dollars)Treasury

271、shares acquired during the fiscal year ended March 31,2023 1,608 220,100 Treasury shares acquired during the current period 105 4,589(Notes)1.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 1,2023

272、to the submission date of this report.2.The Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.The treasury shares acquired during the fiscal year ended March 31,2023 include 368 shares acquired prior to the stock split and 1,240 shares acquired after

273、 the stock split.-31-(4)Status of disposition and holding of acquired treasury shares Classification Fiscal year ended March 31,2023 Current period(April 1 to May 31,2023)Number of shares(shares)Total amount of disposal price(yen)Number of shares(shares)Total amount of disposal price(yen)Acquired tr

274、easury 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,share issuance or corporate split -Other(disposal of treasury shares through the restricted stock compensation pl

275、an)950 19,149,672-Number of treasury shares held 134,460,640-134,460,745-Classification Fiscal year ended March 31,2023 Current period(April 1 to May 31,2023)Number of shares(shares)Total amount of disposal price(dollars)Number of shares(shares)Total amount of disposal price(dollars)Acquired treasur

276、y 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,share issuance or corporate split -Other(disposal of treasury shares through the restricted stock compensation plan)95

277、0 143,982-Number of treasury shares held 134,460,640-134,460,745-(Notes)1.The number of treasury shares held during the period from April 1 to May 31,2023 does not include shares less than one full unit purchased or sold during the period from June 1,2023 to the submission date of this report.2.The

278、Company enacted a 10-for-1 stock split of its common stock with an effective date of October 1,2022.“Other(disposal of treasury shares through the restricted stock compensation plan)”was executed prior to the stock split.Therefore,the number of shares shown are the number prior to the stock split.Th

279、e number of treasury shares held includes an increase of 121,013,460 shares due to the stock split.-32-3.Dividend policy It is the Companys basic policy to internally provide the capital necessary to fund future growth,including capital investments,and to maintain a strong and liquid financial posit

280、ion 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 Companys basic policy to distribute the surplus twice per year in the form of an

281、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 deter

282、mine 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

283、shares,excluding treasury shares,as of the end of the fiscal year rounded up to the one yen digit(rounded up to the 10 yen digit prior to the stock split),and the amount calculated based on the 50%consolidated profit standard rounded up to the one yen digit(rounded up to the 10 yen digit prior to th

284、e stock split).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 one yen digit(rounded up to the 10 yen digit prior to the stock spli

285、t).According to the aforementioned policy,the dividends per share for the fiscal year ended March 31,2023 were calculated as an interim dividend of 630 yen(USD 4.73)and year-end dividend of 123 yen(USD 0.92).The Company enacted a 10-for-1 stock split of its common stock with an effective date of Oct

286、ober 1,2022.The amount of the interim dividend per share is shown prior to the stock split,and the amount of the year-end dividend per share is shown after the stock split.If the stock split were enacted at the start of the fiscal year ended March 31,2023,the annual dividend per share would be 186 y

287、en(USD 1.39)(interim:63 yen USD 0.47,year-end:123 yen USD 0.92).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

288、 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 31,2023 are as follows.Date of resolution Total amount of dividend Dividend per share Resolved at the meeting of the Board of Director

289、s on November 8,2022 73,346 million 630 Resolved at the Annual General Meeting of Shareholders on June 23,2023 143,200 million 123 Date of resolution Total amount of dividend Dividend per share Resolved at the meeting of the Board of Directors on November 8,2022 USD 551 million USD 4.73 Resolved at

290、the Annual General Meeting of Shareholders on June 23,2023 USD 1,076 million USD 0.92 -33-4.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

291、 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

292、 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 Offi

293、cer 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 decisi

294、on-making and supervisory functions from the execution of operations as well as by accelerating the delegation of authority to execute operations.The Companys corporate governance system is as shown below.(Board of Directors)The Board of Directors consists of ten Directors(including four Directors w

295、ho are Audit and Supervisory Committee Members),of whom four are Outside Directors(including three Directors who are Audit and Supervisory Committee Members).All Outside Directors meet the standards for independent officers set forth by Tokyo Stock Exchange,Inc.The Board of Directors holds meetings

296、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.During the fiscal year ended March 31,2023,the Board of Directors deliberated on important development and

297、 other projects,capital investments,investment and acquisition projects,policies concerning shares,revisions to officers compensation,the organization of the Company group,and other matters.-34-Board members:Board chairperson Shuntaro Furukawa,Representative Director and President;Shigeru Miyamoto,R

298、epresentative Director;Shinya Takahashi,Director;Satoru Shibata,Director;Ko Shiota,Director;Chris Meledandri,Outside Director;Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Masao Yamazaki,Outside

299、Director(Audit and Supervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member)(Nomination Advisory Committee)With the aim of increasing objectivity and transparency in the procedures for determining the nomination and compensation of Directors,etc.,the Com

300、pany has established the Nomination Advisory Committee,which consists of the Representative Director and President and all Directors who are Audit and Supervisory Committee Members.The Nomination Advisory Committee holds meetings at least three times per year,in principle.As a non-mandatory advisory

301、 body to the Board of Directors,the committee deliberates matters related to the nomination and compensation of Directors,etc.During the fiscal year ended March 31,2023,the committee deliberated on candidates for Director(including proposals for the positions of Representative Directors,Directors wi

302、th special titles and Directors concurrently serving as Executive Officers)and their compensation,as well as confirming and exchanging opinions on the independence of Outside Directors,the results of voting at the General Meeting of Shareholders and the composition of the Board of Directors in comin

303、g years.Committee members:Committee chairperson Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Shuntaro Furukawa,Representative Director and President;Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Masao Yamazaki,Outside Director(Audit and Sup

304、ervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member)The attendance status of each meeting of the Board of Directors and the Nomination Advisory Committee during the fiscal year ended March 31,2023 is as follows.Classification Name Board of Directors No

305、mination Advisory Committee Number of meetings held Number of meetings attended Number of meetings held Number of meetings attended Representative Director and President Shuntaro Furukawa 12 12 3 3 Representative Director Shigeru Miyamoto 12 12-Director Shinya Takahashi 12 12-Director Satoru Shibata

306、 12 12-Director Ko Shiota 12 12-Outside Director Chris Meledandri 12 11-Director(Full-time Audit and Supervisory Committee Member)Takuya Yoshimura 10(Note)10(Note)3 3 Outside Director(Audit and Supervisory Committee Member)Katsuhiro Umeyama 12 12 3 3 Outside Director(Audit and Supervisory Committee

307、Member)Masao Yamazaki 12 12 3 3 Outside Director(Audit and Supervisory Committee Member)Asa Shinkawa 12 12 3 3(Note)Mr.Takuya Yoshimura was appointed Director(Full-time Audit and Supervisory Committee Member)on June 29,2022,and his attendance is shown for meetings held on or after that date.(Audit a

308、nd Supervisory Committee)The Audit and Supervisory Committee consists of one full-time internal Director and three Outside Directors.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

309、auditing the execution of duties,in addition to exchanging audit opinions.Committee members:Committee chairperson Takuya Yoshimura,Director(Full-Time Audit and Supervisory Committee Member);Katsuhiro Umeyama,Outside Director(Audit and Supervisory Committee Member);Masao Yamazaki,Outside Director(Aud

310、it and Supervisory Committee Member);and Asa Shinkawa,Outside Director(Audit and Supervisory Committee Member)-35-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 me

311、mber in the Office.(Executive Management Committee)With the aim of promoting corporate activities strongly,the Company has established the Executive Management Committee consisting of Representative Directors and Directors concurrently serving as Executive Officers with special titles.The Executive

312、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,Repres

313、entative Director and President;Shigeru Miyamoto,Representative Director;Shinya Takahashi,Director;Satoru Shibata,Director;and Ko Shiota,Director (Compliance Committee)With the aim of promoting compliance,the Company has established the Compliance Committee chaired by the General Manager of the Gene

314、ral 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 manager

315、s of divisions and general managers of departments/offices(sections not placed under divisions)(iii)Other matters related to corporate governance(a)Preparedness of risk management system In the Company,as a general rule,each division and department manages risks pertaining to work within its jurisdi

316、ction.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.The Company

317、has also established the Information Security Committee to ensure information security and 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 inte

318、rnal regulations applicable to its subsidiaries mainly to ensure efficient risk management and business operation by the subsidiaries.Pursuant to the regulations,the responsible General Managers of the Company identify and manage such matters as the management status of the respective subsidiaries t

319、hey are in charge of,obtaining information therefrom as necessary,and subsidiaries are required to obtain the Companys prior approval for significant matters.(b)Summary of agreement on limitation of liability with Outside Directors In accordance with Article 427,Paragraph 1 of the Companies Act,the

320、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

321、 limit will be recognized only when the Outside Director performed his/her duties that caused the liability in good faith and without gross negligence.(c)Summary of director liability insurance contract Pursuant to Article 430-3,Paragraph 1 of the Companies Act,the Company has entered into a directo

322、r liability insurance contract with an insurance provider.The insured are Directors and Executive Officers of the Company and officers of the Companys subsidiaries;the purpose of this insurance contract is to cover compensation for damages and litigation expenses,etc.that may be incurred by the insu

323、red while performing his/her duties or that result from pursuit of claims for such liabilities during the insurance period.However,there are certain exclusions,such as cases where an act was performed with the awareness that it constitutes a violation of laws and/or regulations.Insurance premiums ar

324、e borne by the Company in full.(d)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 Co

325、mmittee Members shall be no more than five persons.(e)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 meetin

326、g 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.-36-(f)Matters subject to resolution at General Meeting of Shareholders that can be resolved at Boa

327、rd 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 Bo

328、ard 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 reg

329、istered 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.(g)Requirements for special resolution at General Meeting of Shareholders The Company has stipulated in its Articles of Incorporation that,in

330、 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

331、 holding one-third or more of the votes of the shareholders entitled to vote are present.(iv)Basic Policy Regarding the Companys Control The Companys Board of Directors believes that the decision of whether to accept another partys tender or other acquisition offer for the purpose of making large pu

332、rchases of the Companys 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 Companys corporate value or the common interests of shareholders

333、,depending on the intent of the offer,etc.The Companys 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 Com