This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
To Our ShareholdersDear Shareholders,
(Securities code: 6954)
June 4, 2026 (Commencement of measures for electronic provision: May 28, 2026)
Kenji Yamaguchi Representative Director President
FANUC CORPORATION
3580, Shibokusa Aza-Komanba, Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
Notice of Convocation of the 57th Ordinary General Meeting of ShareholdersWe are pleased to announce that the 57th Ordinary General Meeting of Shareholders of FANUC CORPORATION will be held as described below.
In convening the meeting, the Company has taken the electronic provision measure for information included in the Reference Materials for the Ordinary General Meeting of Shareholders, etc. (Electronic Provision Measures Matters). Electronic Provision Measures Matters are posted on the Company's website as "Notice of Convocation of the 57th Ordinary General Meeting of Shareholders" and "Supplementary Materials to the Notice of Convocation of the 57th Ordinary General Meeting of Shareholders." Please access the Company's website below and check the Matters.
The Company's website: https://fanuc.co.jp/en/ir/meeting/
In addition to the above website, Electronic Provision Measures Matters are also posted on the Tokyo Stock Exchange, Inc. (TSE) website. Please access the TSE website (TSE Listed Company Search) below, enter the Company's name (FANUC) or the securities code (6954) for search, and select "Basic information," then "Documents for public inspection/PR information" to check the Matters.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting on the day, you may exercise your voting rights by the Voting Rights Exercise Form or via the Internet. Please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. (Japan time), Wednesday, June 24, 2026. [Exercise of voting rights by Voting Rights Exercise Form]Please indicate your votes for or against each of the proposals in the enclosed Voting Rights Exercise Form and return the form to us by the above-mentioned deadline.
[Exercise of voting rights by electronic methods (the Internet)]Please access the website (https://www.web54.net) and enter your votes for or against each of the proposals in accordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact the administrator of FANUC CORPORATION's shareholder register, Sumitomo Mitsui Trust Bank, Limited (Phone: 0120-652-031).
Description
- Date: Thursday, June 25, 2026, 10:00 a.m.
- Place: FANUC Forum, FANUC Headquarters, 3580, Shibokusa Aza-Komanba, Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
- Agenda of the Meeting Matters to be reported: Report on the business report, the consolidated financial statements, the non-consolidated financial statements and the results of the audit of the consolidated financial statements by the Accounting Auditors and the Audit and Supervisory Committee for the 57th fiscal year (from April 1, 2025 to March 31, 2026). Matters to be resolved: Item 1: Dividends of Surplus Item 2: Election of Six (6) Directors (excluding Directors Who Are Audit and Supervisory Committee Members)
- Other Matters Determined Concerning the General Meeting of Shareholders
If voting rights are exercised by both the enclosed Voting Rights Exercise Form and via the Internet, the votes exercised via the Internet shall be effective.
If voting rights are exercised twice or more via the Internet, the votes last exercised shall be effective.
If there is no indication of a vote for or against a proposal on the Voting Rights Exercise Form, this shall be treated as a vote for the proposal.
- END -
When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please note that only shareholders eligible to exercise voting rights will be allowed inside the venue, and other persons, such as proxies who are not shareholders and persons accompanying shareholders, will not be permitted to enter (excluding persons accompanying shareholders with disabilities).
In the event of any revision to the Electronic Provision Measures Matters, such Matters before and after the revision will be posted on the Company website and TSE website shown on the previous page.
The documents sent to shareholders who have requested the delivery of documents do not include the following items, in accordance with the provisions of laws, regulations, and the Company's Articles of Incorporation. Therefore, these documents represent only part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditors in preparing their audit reports.
"Overview of the limitation of liability agreements" under "Directors of the Company," "Accounting Auditor," "System to ensure the appropriateness of business activities (internal control system)," and "Overview of the operation status of the system to ensure the appropriateness of business activities (internal control system)" in the Business Report
"Consolidated Statement of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
"Non-Consolidated Statement of Changes in Net Assets" and "Notes to the Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements
Our basic policy of distributing profits to shareholders is as follows:
(Announced on April 24, 2019)
Dividends
Share buybacks
Cancellation of treasury shares
Based on the above basic policy, we propose to pay the year-end dividend for this fiscal year as follows, which makes the consolidated payout ratio, including the interim dividend paid in December 2025, at 60%.
Together with the interim dividend of ¥51.33 per share paid in December 2025, the annual dividend will be ¥107.09 per share.
Type of dividend asset Cash
Allocation of dividend assets to shareholders and total amount of allocation
¥55.76 per share of common stock (dividend payout ratio (Consolidated): 60.0%)
Total amount of payout: ¥52,032,935,190
Effective date of dividend payment June 26, 2026
The term of office of the six (6) Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of the meeting. Therefore, we propose to elect six (6) Directors (excluding Directors who are Audit and Supervisory Committee Members).
The six (6) candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:
Candidates' number | Name | Position and responsibilities at the Company | Attendance at the Board of Directors meetings | |||
1 | Kenji Yamaguchi | Renominated | Representative Director, President and CEO | 100% (12 of 12) | ||
2 | Ryuji Sasuga | Renominated | Director, Senior Managing Officer and CFO General Manager, Corporate Finance & Facility Planning Division Manager, Secretary Department | 100% (12 of 12) | ||
3 | Michael J. Cicco | Renominated | Director of the Company President and CEO, FANUC America Corporation | 100% (12 of 12) | ||
4 | Naoko Yamazaki | Renominated | Outside Director Independent Director | Director | 100% (12 of 12) | |
5 | Hiroto Uozumi | Renominated | Outside Director Independent Director | Director | 100% (12 of 12) | |
6 | Yoko Takeda | Renominated | Outside Director Independent Director | Director | 100% (12 of 12) | |
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
1 | April 1993 | Joined the Company | 54,560 shares | |
June 2008 | Appointed Executive Vice President (Director) of the Company | |||
February 2012 | Appointed Senior Executive Vice President (Director) of the Company | |||
October 2013 | Appointed Senior Executive Vice President (Representative Director) of the Company | |||
June 2016 | Appointed President and COO (Representative Director) of the Company | |||
April 2019 | Appointed President and CEO (Representative Director) of the Company (to the present) | |||
Kenji Yamaguchi (August 6, 1968) | (Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) | |||
Renominated | (Reason for nomination as candidate) Kenji Yamaguchi has been involved in research and development, manufacturing, production engineering and sales, and by having played an important role in each of these fields, he has extensive business experience. He currently leads the management of the Company as President and CEO (Representative Director). In order to benefit from his experiences and deep insights in management decision-making and supervision of the Company, his reappointment as Director is proposed. | |||
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
2 | Ryuji Sasuga (March 10, 1969) Renominated | April 1992 | Joined the Company | 13,270 shares |
April 2004 | Appointed Director & Manager, Finance & Accounting Department of Fanuc Europe GmbH | |||
January 2010 | Appointed Director & CFO of FANUC Europe Corporation | |||
March 2012 | Joined LIXIL Corporation Seconded to Permasteelisa S.p.A Group Financial Control Manager | |||
April 2015 | Rejoined the Company Manager, Group Companies Support Department of the Company | |||
July 2015 | Manager, Secretary Department of the Company (to the present) | |||
June 2017 | Appointed Managing Officer of the Company | |||
July 2021 | General Manager, Corporate Finance Division of the Company | |||
June 2022 | Appointed Senior Managing Officer and CFO of the Company | |||
June 2023 | Appointed Senior Managing Officer (Director) and CFO of the Company (to the present) | |||
July 2023 | General Manager, Corporate Finance & Facility Planning Division of the Company (to the present) | |||
(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) (Reason for nomination as candidate) Ryuji Sasuga has engaged in accounting operations at the Company and its overseas subsidiaries, and is currently involved in accounting, public relations, and shareholder relations, etc. as General Manager of the Corporate Finance & Facility Planning Division, and he has worked to strengthen our financial position as CFO. In order to benefit from his experiences and deep insights in management decision-making and supervision of the Company, his reappointment as Director is proposed. | ||||
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
3 | August 1999 | Joined FANUC America Corporation ("FAC") | 4,780 shares | |
November 2015 | Appointed Vice President (Director) of FAC | |||
April 2016 | Appointed President and COO (Director) of FAC | |||
June 2016 | Appointed Managing Officer of the Company | |||
July 2016 | Appointed President and CEO (Director) of FAC (to the present) | |||
June 2017 | Appointed Senior Managing Officer of the Company | |||
June 2020 | Appointed Director of the Company (to the present) | |||
Michael J. Cicco | (Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) (Reason for nomination as candidate) Michael J. Cicco currently serves as President and CEO of FANUC America Corporation, a subsidiary responsible for the Company's business in the Americas, and has contributed to its growth and development. In order to benefit from his experiences and deep insights in management decision-making and supervision of the Company, his reappointment as Director is proposed. | |||
(October 16, 1976) | ||||
Renominated | ||||
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
4 | Naoko Yamazaki (December 27, 1970) Outside Director Independent Director Renominated | April 1996 | Joined the National Space Development Agency of Japan (currently Japan Aerospace Exploration Agency (JAXA)) | 0 shares |
September 2001 | Certified as an astronaut for missions to the International Space Station | |||
April 2010 | Served as a mission specialist on the Space Shuttle Discovery, and participated in STS-131 (19A), an assembly and resupply mission to the International Space Station (ISS) | |||
March 2016 | Appointed Outside Director of Nabtesco Corporation | |||
September 2017 | Appointed Outside Director of OPTORUN Co., Ltd. | |||
June 2018 | Appointed Outside Director of TOPCON CORPORATION | |||
July 2018 | Appointed Representative Director of Space Port Japan Association (to the present) | |||
June 2020 | Appointed Director of the Company (to the present) | |||
June 2021 | Appointed President of Young Astronauts Club - Japan (to the present) | |||
December 2025 | Appointed General Manager of Vast Japan GK (to the present) | |||
(Significant concurrent posts of other entities) General Manager of Vast Japan GK Representative Director of Space Port Japan Association President of Young Astronauts Club - Japan | ||||
(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) | ||||
(Reason for nomination as candidate and expected role) Naoko Yamazaki has extensive knowledge of advanced aerospace engineering and manned spacecraft systems, including robotic arms, as an engineer. She is well versed in science and technology, as well as risk management including crisis management, and has experienced extremely challenging environments as an astronaut. With her wealth of experience and insight, she has appropriately executed her duties as Outside Director in providing the Company with supervision over and advice on the Company's business. We expect that she will continue to contribute to the Company's Board of Directors from an independent position. The Company has no business transactions with Vast Japan GK, at which Naoko Yamazaki serves as General Manager, with Space Port Japan Association, at which she serves as Representative Director, or with Young Astronauts Club - Japan, at which she serves as President. Therefore, there is no risk that her independence would be affected. As mentioned above, Naoko Yamazaki has continued to contribute to the Company's Board of Directors from an independent position. Thus, her reappointment as Outside Director is proposed. In addition, the Company has appointed Outside Director Naoko Yamazaki as an Independent Director as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange. Her term of office as Outside Director of the Company will have been six (6) years at the conclusion of the coming shareholder meeting. | ||||
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
5 | Hiroto Uozumi (March 10, 1953) Outside Director Independent Director Renominated | April 1975 | Joined Hitachi, Ltd. | 500 shares |
April 2003 | General Manager of Nuclear Power Systems Production Division, Nuclear Systems Division, Power and Industrial Systems Group, Hitachi, Ltd. | |||
April 2004 | Deputy General Manager of Hitachi Works, Power Systems Group and Vice Division Director, Nuclear Power Systems Production, Hitachi, Ltd. | |||
April 2005 | Deputy General Manager of Air-Conditioning Systems Division, Hitachi Plant Engineering & Construction Co., Ltd. | |||
July 2007 | Appointed Executive Vice President of Hitachi-GE Nuclear Energy, Ltd. | |||
April 2011 | Appointed President and Representative Director of Hitachi-GE Nuclear Energy, Ltd. | |||
April 2013 | Appointed Vice President and Executive Officer, Hitachi, Ltd. | |||
April 2015 | Appointed Chairman of the Board of Hitachi-GE Nuclear Energy, Ltd. | |||
April 2017 | Senior Corporate Officer of Nuclear Energy Business Unit, Hitachi, Ltd. | |||
April 2020 | Senior Corporate Officer of Nuclear Damage Compensation and Decommissioning Facilitation Corporation | |||
June 2021 | Appointed President & CEO of Atomic Energy Association | |||
June 2022 | Appointed Director of the Company (to the present) | |||
(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) | ||||
(Reason for nomination as candidate and expected role) Hiroto Uozumi has a background in planning and designing nuclear power systems and manufacturing major equipment as the Head of nuclear power business at Hitachi, Ltd. He is familiar with manufacturing and company management due to his experience holding important positions at Hitachi, Ltd. and Hitachi-GE Nuclear Energy, Ltd. In addition, as the Company aims to be carbon-neutral by 2050, it is expected that his knowledge of power and energy systems, as well as decarbonization, will be utilized. With his wealth of experience and insight, he has appropriately executed his duties as Outside Director in providing the Company with supervision over and advice on the Company's business. We expect that he will continue to contribute to the Company's Board of Directors from an independent position. As mentioned above, Hiroto Uozumi has continued to contribute to the Company's Board of Directors from an independent position. Thus, his reappointment as Outside Director is proposed. In addition, the Company has appointed Outside Director Hiroto Uozumi as an Independent Director as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange. His term of office as Outside Director of the Company will have been four (4) years at the conclusion of the coming shareholder meeting. | ||||
Candidates' number | Name (Date of birth) | Personal history, position and responsibilities | Number of shares of the Company held by candidate | |
6 | Yoko Takeda (April 13, 1971) | April 1994 | Joined Bank of Japan | 0 shares |
April 2009 | Joined Mitsubishi Research Institute, Inc. | |||
April 2012 | Chief Researcher, Center for Policy and the Economy, Chief Economist of Mitsubishi Research Institute, Inc. | |||
October 2015 | Deputy General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc. | |||
October 2017 | General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc. | |||
October 2020 | Deputy General Manager, Think Tank Unit General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc. | |||
December 2021 | Appointed Research Fellow of Mitsubishi Research Institute, Inc. | |||
Outside Director Independent Director Renominated | October 2022 | Deputy General Manager, Think Tank Unit General Manager, Planning and Administration Office, Think Tank Unit General Manager, Center for Policy and the Economy of Mitsubishi Research Institute, Inc. | ||
June 2023 | Appointed Outside Director of Ricoh Company, Ltd. (to the present) Appointed Director of the Company (to the present) | |||
October 2023 | Appointed Executive Officer of Mitsubishi Research Institute, Inc. General Manager, Think Tank Unit of Mitsubishi Research Institute, Inc. | |||
October 2025 | Appointed Senior Research Fellow of Mitsubishi Research Institute, Inc. (to the present) | |||
(Significant concurrent posts of other entities) Senior Research Fellow of Mitsubishi Research Institute, Inc. Outside Director of Ricoh Company, Ltd. | ||||
(Attendance at the Board of Directors meetings held during this period) 100% (12 of 12) | ||||
(Reason for nomination as candidate and expected role) Yoko Takeda has extensive knowledge of economic and financial conditions, having conducted research analysis of finance and the economy, and made various policy proposals at Mitsubishi Research Institute, Inc. In addition, she has various other experiences, including activities as a member of government councils, including the Industrial Structure Council, etc. With her wealth of experience and insight, she has appropriately executed her duties as Outside Director in providing the Company with supervision over and advice on the Company's business. We expect that she will continue to contribute to the Company's Board of Directors from an independent position. The Company has no business transactions with Mitsubishi Research Institute, Inc., at which Yoko Takeda serves as Senior Research Fellow. Therefore, there is no risk that her independence would be affected. As mentioned above, Yoko Takeda has continued to contribute to the Company's Board of Directors from an independent position. Thus her reappointment as Outside Director is proposed. In addition, the Company has appointed Outside Director Yoko Takeda as an Independent Director as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange. Her term of office as Outside Director of the Company will have been three (3) years at the conclusion of the coming shareholder meeting. | ||||
Notes:
Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda are candidates for Outside Directors.
We have entered into an agreement with Naoko Yamazaki, Hiroto Uozumi, and Yoko Takeda limiting their liability for damages as defined under Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of the Companies Act.
We have entered into a directors and officers liability insurance contract with an insurance company. The agreement covers damages that may arise due to the insured directors and officers assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. All candidates for Directors shall be included as insured persons under the said insurance agreement, which is to be retained with the same terms and conditions at the next renewal.
(For Reference)
Criteria for Independence of Outside Directors
With regard to Independent Outside Directors, the Company nominates candidates who do not have any certain interest in the Company, and who can be expected to make frank comments without hesitation at Board of Directors meetings, etc. Furthermore, in order to ensure such real independence, as minimum requirements, candidates must meet each of the following conditions.
Sales to the individual's former workplace (organization) from the Company will be under 2% of the consolidated sales of the Company, and sales to the Company from the individual's former workplace will be under 2% of the consolidated sales of the individual's former workplace.
The Company must not have any loans from the company from which the candidate comes (if the candidate comes from a bank.)
The Company must not have any important transactions such as advisory contracts with the candidate or the firm he/she works for (if the candidate is a lawyer or other professional.)
The candidate must not come from the audit firm that is the Company's Accounting Auditor.
There must be no other particular reasons that could give rise to a conflict of interest with the Company.
The candidate must not be the spouse or a relative within the second degree of anyone who does not meet the above conditions 1 through 5.
Composition of the Board of Directors and Expertise and Experience of Each Director If Item 2 is Approved as Originally Proposed (Skills Matrix)
Name | Gender | Corporate Management | Research & Development | Internationality | ESG/ Sustainability | HR/Labor/HR Development | Legal/Risk Management | Finance/ Accounting | ||
Kenji Yamaguchi | Male | ● | ● | ● | ● | ● | ● | ● | ||
Ryuji Sasuga | Male | ● | ● | ● | ● | ● | ||||
Michael J. Cicco | Male | ● | ● | ● | ● | ● | ● | |||
Naoko Yamazaki | Outside | Female | ● | ● | ● | ● | ||||
Hiroto Uozumi | Outside | Male | ● | ● | ● | ● | ● | ● | ||
Yoko Takeda | Outside | Female | ● | ● | ● | ● | ||||
Toshiya Okada | Audit and Supervisory Committee Member | Male | ● | ● | ||||||
Hidetoshi Yokoi | Audit and Supervisory Committee Member | Outside | Male | ● | ● | ● | ||||
Mieko Tomita | Audit and Supervisory Committee Member | Outside | Female | ● | ● | ● | ||||
Shigeo Igashima | Audit and Supervisory Committee Member | Outside | Male | ● | ● | |||||
- END -
BUSINESS REPORT
(April 1, 2025 through March 31, 2026)-
Summary of Current Status of the FANUC Group
-
Business trends and achievements
During the fiscal year ended March 31, 2026 (April 1, 2025 - March 31, 2026), the FANUC Group faced a number of uncertainties, including geopolitical risks, the impact of tariffs imposed by the U.S. government, the resulting effects on the global economy, and foreign exchange fluctuations, making the situation unpredictable overall.
Under such circumstances, we made every effort to improve our financial results by undertaking company-wide initiatives such as sales expansion and cost reduction, with the full cooperation of all divisions, including R&D divisions, factories, sales divisions, service divisions, and administrative divisions.
We have continued to actively push forward with initiatives towards future development, including the development of new products and new functions to reinforce our competitiveness and capital investments to achieve greater productivity.
During the fiscal year ended March 31, 2026, FANUC posted consolidated net sales totaling ¥857,831 million, up 7.6%, consolidated ordinary income totaling ¥227,485 million, up 15.6%, and net income attributable to owners of parent totaling
¥166,543 million, up 12.9%, compared with the previous fiscal year.
During the fiscal year ended March 31, 2026, we also expanded the basic specifications of the mold clamping unit of the FANUC ROBOSHOT SC Series to accommodate larger and more complex molds and renewed the design of the toggle mechanism section to achieve high productivity. This model received the Main Award at the 68th Nikkan Kogyo Shimbun Best 10 New Product Awards.
The following is a summary of the results for each business division:
[FA Division]In the FA Division, demand from the machine tool industry, the primary market for CNC systems, was driven by robust external demand from machine tool manufacturers in Japan, and remained strong in China, where demand was vigorous from industries that are actively undertaking capital investment, and India, despite weak demand in Europe. As a result, sales of the Company's CNC systems increased.
In terms of development, we added to our hardware lineup to expand the range of applications for the "FANUC Series 500i-A" and developed the new model "FANUC Series 503i-A" for middle-class machine tools. We strengthened development tools and customization functions for use in machine tool design and CNC setup, supporting their adoption by machine tool manufacturers. We also developed SERVO VIEWER 2, a dedicated servo data measurement tool designed to achieve more efficient machine tool condition checking and troubleshooting, to support the utilization of data for improving machine user operation rates and optimizing machining.
Regarding the utilization of digital technology, we have added functionality to our "FIELD system Basic Package," a data infrastructure that facilitates DX at manufacturing sites, enabling the collection of servo data to facilitate the prevention and detection of failures at manufacturing sites. For digital twin technology, we also released a library version of the CNC simulation tool, CNC GUIDE 2, to encourage the use of features that are of strong interest to machine users, such as machining time prediction and surface estimation, in an integrated form within applications from machine tool manufacturers and CAD/CAM manufacturers, and we aim to further expand its adoption.
For servos, we developed a retrofittable cooling jacket for the "FANUC αi-D Series SERVO" which helps achieve high-precision machining by suppressing heat transfer to the machine. We expanded the lineup of the "FANUC DD MOTOR DiS-D Series" to promote its adoption in 4-spindle and 5-spindle machining centers through improved feed accuracy and energy efficiency. In terms of servo system control functions, we added a high-speed tracking feedforward function to the "FANUC Series 500i-A," which contributes to shorter cycle times and improved machining accuracy by enhancing compliance with commands during acceleration and deceleration.
The FA Division posted consolidated sales totaling ¥208,478 million, up 7.0%, compared with the previous fiscal year, and FA Division sales accounted for 24.3% of consolidated net sales.
[ROBOT Division]In the ROBOT Division, sales in Japan decreased as demand from general industries remained flat and the automobile-related industries failed to recover. In the Americas, although concerns existed regarding the impact of tariffs, sales were higher than in the previous fiscal year. In China, sales significantly increased due to strong demand from EV-related and general industries.
In terms of development, we introduced new models, including the "FANUC Robot R-2000/E" series, the ultra-lightweight portable collaborative robot "FANUC CRX-3iA," the "FANUC M-810/190-20B" machining robot, and the shelf-mounted "FANUC SCARA Robot SR-9iA/R." In the software sector, we advanced our efforts toward open platforms and support for physical AI.
The "FANUC Robot R-2000/E" series is a completely redesigned model in the FANUC Robot R-2000 series of large robots, of which more than 350,000 units have shipped to date. With significantly improved operational performance and maintainability, it enhances productivity across a wide range of applications, from automotive manufacturing to logistics operations.
For FANUC Robot CRX-series collaborative robots, we have developed the "FANUC Robot CRX-3iA," a lightweight and compact portable model with a payload capacity of 3kg. Weighing just 11kg, it is light enough to be carried with one hand and can be easily set up anywhere, making it ideal for addressing labor shortages across a wide range of applications, including welding, assembly, and inspection at shipbuilding and construction sites.
The "FANUC M-810/190-20B" is a short-arm model in the FANUC M-800 series, designed for machining large components such as automotive gigacast components, for which demand has been growing in recent years. With a payload capacity of 190kg and a reach of 2meters, it offers high environmental resistance, high precision, and high rigidity. In addition, its compact design allows it to be used in confined spaces for various machining operations such as milling, drilling, and threading on large parts and cast-iron components.
The "FANUC SCARA Robot SR-9iA/R" is a shelf-mounted SCARA robot with a payload capacity of 9kg. Its advanced processing capability enables it to perform high-speed transfer operations continuously 24 hours a day without rest, and it efficiently handles the high-speed transfer of small parts such as power generation cells for solar panels.
In addition, we have vigorously promoted support for open platforms to accelerate the development of physical AI: the application of AI evolution to robots. To begin with, we released a dedicated driver as open-source software on GitHub (the world's largest development platform for storing, sharing, and managing source code) to operate FANUC robots through the open-source robot development platform ROS 2. This enables users worldwide to use ROS 2 to control a wide range of FANUC robots with payloads ranging from 3kg to 2,300kg. We also developed a feature that enables Python (a programming language widely used in AI development) to run directly on the robot controller without the need for a PC. Moreover, we developed a Stream Motion function that executes robot motion commands sent from a PC at an ultra-high-speed cycle of 1ms. This open platform, centered on the three pillars of ROS 2 compatibility, Python support, and Stream Motion, enables the realization of physical AI combining FANUC's highly reliable robots with the latest AI technology.
New products and capabilities such as these will continue to contribute to the automation of industry.
The ROBOT Division posted consolidated sales totaling ¥378,610 million, up 14.9%, compared with the previous fiscal year. ROBOT Division sales accounted for 44.1% of consolidated net sales.
Note: ROS is a trademark of the Open Source Robotics Foundation, GitHub is a registered trademark of GitHub, Inc., and Python is a registered trademark of the Python Software Foundation.
[ROBOMACHINE Division]In the ROBOMACHINE Division, despite continued robust demand in China, sales of ROBODRILLs (compact machining centers) decreased amid sluggish demand in Japan and other parts of Asia. Although ROBOSHOTs (electric injection molding machines) showed robust performance in the Americas, sales declined overall due to decreases in demand in China and Taiwan. Sales of ROBOCUTs (wire electrical-discharge machines) increased due to rises in demand in the Americas.
In terms of development, in ROBODRILL, we developed a new model, the "FANUC ROBODRILL DC series", achieving improvements in productivity and operation rates by shortening cycle times, reducing thermal displacement, and enhancing chip discharge performance. For ROBOSHOT, we developed a new model, the "FANUC ROBOSHOT SC series," achieving productivity improvements by shortening mold opening and closing times. Additionally, to suppress energy loss in the
plasticization process, we added a function to automatically adjust the barrel base temperature, thereby enhancing energy-saving capabilities. For ROBOCUT, we added a wire-saving function to the "FANUC ROBOCUT α-CiC series," reducing running costs. Furthermore, productivity was also improved through packages combining CRX-series collaborative robots.
The ROBOMACHINE Division posted consolidated sales totaling ¥129,600 million, down 5.8%, compared with the previous fiscal year. ROBOMACHINE Division sales accounted for 15.1% of consolidated net sales.
[Service Division]In the Service Division, under the spirit of 'Service First', we have strengthened our service system globally to enhance customer satisfaction by focusing on CX (customer experience) utilizing IT.
At FANUC America Corporation, FANUC Europe Corporation, and within Japan, we launched an internal manual and document search system utilizing generative AI, aiming to improve customer satisfaction by streamlining service reception operations and speeding up our response.
We promoted sales and supported the introduction of IoT products that can be used for predictive maintenance, such as the "FIELD system Basic Package," useful for maintenance, the AI Servo Monitor, which enables failure prediction in machine tools, and Zero Down Time for robots.
The Service Division posted consolidated sales totaling ¥141,143 million, up 4.4%, compared with the previous fiscal year. Service Division sales accounted for 16.5% of consolidated net sales.
【AI initiatives】With regard to AI, we are promoting the development of more practical AI functions for use in all products of FA, ROBOT, and ROBOMACHINE. Each Research and Development Division is working on developing new AI functions, as well as improving and expanding the scope of application of the AI functions released so far. In recent years, we have been progressively exploring the use of generative AI, and the results of this exploration are steadily emerging in terms of more efficient internal operations. We have also been exploring the application of generative AI to products and have presented case studies of the application of physical AI in robotics. We are undertaking similar explorations regarding the application of physical AI in the field of machine tools. Through these initiatives related to AI technologies, we aim to differentiate ourselves from our competitors.
【Research and Development】In an effort to contribute to automating and increasing efficiency in customers' manufacturing, FANUC's CNC Hardware Research and Development Division, CNC Software Research and Development Division, SERVO Research and Development Division, ROBOT Mechanical Research and Development Division, ROBOT Software Research and Development Division, Robot Application Engineering Division, ROBODRILL Research and Development Division, ROBOSHOT Research and Development Division, and ROBOCUT Research and Development Division developed various new competitive products and functions by focusing on enhancing functions and ease of use, rooted in high reliability, and successfully launched them in the market.
FANUC's Next Generation Technology Laboratory is engaged in research and development of next-generation element technologies applicable to FANUC products.
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Capital Investment
In terms of capital investments during the fiscal year under review, we proceeded with the development of the Central Technical Center at the Headquarters site. Along with the completion of an office wing connected to the main building (Headquarters building), we have comprehensively renewed the guest area. In addition, we renovated facilities such as factory buildings and the main building, and made investments for future growth, including the installation of solar power generation equipment to reduce our environmental impact. Total capital investment during the fiscal year under review was ¥21,990 million.
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Financing
No external funding was required since FANUC met all of its funding requirements in the fiscal year under review with its own resources.
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Issues to be Addressed
As FANUC products are capital goods that are significantly affected by economic changes, we continue management from a long-term perspective without being affected by short-term events.
Regarding the business environment surrounding FANUC, with increased geopolitical risk and concerns over economic slowdown and others, it is anticipated that the situation will remain unpredictable for some time. On the other hand, the demand for industrial automation is expected to grow over the mid-to-long term.
Under the slogan of "one FANUC," FANUC's three businesses-FA, ROBOT and ROBOMACHINE-are united with SERVICE to provide total solutions that advance our customers' automation. At the same time, FANUC group companies worldwide collaborate as one to serve customers across the globe.
Also, FANUC develops products that are "Reliable," "Predictable," and "Easy to Repair," to minimize downtime and improve the operational uptime of customers using FANUC products.
Furthermore, under the slogan of "Service First," FANUC provides high-level services anywhere in the world, based on our global standards, helping our customers improve operational uptime.
With regard to quality improvement, FANUC pursues quality improvement in all processes, from product development and design, to manufacturing and after-sales service, thus ensuring a higher level of product safety, compliance with legal and regulatory standards, and reliability. Also, led by the Quality Management Division, which functions independently from the R&D and manufacturing divisions, FANUC strives to ensure that the critical elements of quality, i.e., complying with laws and regulations and enhancing reliability, are maintained across all products.
As customer-oriented advanced technologies, by narrowing down to FANUC's area of expertise of industrial automation, and aggressively investing in R&D in this field, highly competitive products are developed and released. Also, as acquiring skilled workers becomes more difficult, further emphasis is placed on ease of use in developing products, to deal with this situation. Furthermore, FANUC will further promote industrial efficiency and the creation of added value through the proactive application of the latest control / digital / IoT / AI technologies. Together with our ongoing research and development efforts, FANUC will further expand its intellectual property portfolio.
With regard to responsibility to supply, as a supplier of capital goods, FANUC will fulfill its responsibilities to supply under any circumstance. For this end, manufacturing sites and service offices are being increased and established in various locations so that service activities can be maintained. Furthermore, measures are being taken to strengthen our supply chain. Examples are procuring parts from multiple suppliers, and having an adequate amount of parts in stock.
With regard to enrichment of human capital, from the viewpoint that human resources is most vital for mid-to-long term growth, creating a more employee-friendly workplace and improving employee engagement are considered key priorities. In addition, looking towards the future, FANUC strongly invests in human capital by employing necessary people and educating employees. Through such efforts, human capital is continuously enriched. Also, group-wide initiatives embrace human resource diversity and respect of individuality and values, encouraging each employee to fully demonstrate their unique abilities (Diversity & Inclusion). These efforts aim to strengthen our organization and drive sustainable growth.
With regard to environmental initiatives, with the slogan of "leaving nature and resources to posterity," FANUC aims to conserve the global environment in all aspects of its corporate activities, such as by observing environmental laws and regulations, reducing energy consumption, optimizing resource utilization, improving chemical substance control, and using water resources efficiently.
With regard to governance, in addition to operating margins, ordinary margins, and ROE, market shares are regarded as being a critical management index. These are considered comprehensively in making management decisions. Furthermore, cost of capital shall be identified accurately and efforts will be made to improve ROE. Moreover, as a company with an Audit and Supervisory Committee, FANUC will further strengthen governance to enhance the sustainable growth in corporate value by separating execution from management and reinforcing the supervisory function of the Board of Directors, where independent outside directors constitute the majority.
FANUC will continue to thoroughly practice our basic principles of "Genmitsu (Strict Preciseness) and Tomei (Transparency)," and promote such measures united as one group in all aspects, in order to gain more customer confidence and trust in FANUC while adapting to dramatic changes in the environment, in our efforts to become a company that will continue forever.
Thank you for your continued support and assistance to FANUC.
(Reference) Climate Change Initiatives and Information Disclosure Based On TCFDAmid the global movement toward a decarbonized society, we recognize that climate change is an important management issue for the FANUC Group as well, as we are doing business globally, and pushed forward with development geared towards improved energy-efficiency of our products. Further, FANUC CORPORATION has been recognized for leadership in transparent disclosure and performance on climate change and water security by an international non-profit organization, CDP, and has been designated an 'A List' company, the highest rating, for the third consecutive year for climate change and the first year for water security.
The Company also expressed its support for the Task Force on Climate-related Financial Disclosures and its recommendations (hereafter, TCFD recommendations) in December 2021.
Further, we would like to utilize the framework of TCFD recommendations, and continue enhancing the quality and amount of disclosures to promote climate change initiatives still further, and contribute to achieving a sustainable society.
GovernanceThe Company recognizes climate change as a critical business challenge.
At the "Sustainability Committee" chaired by the Representative Director, President, we will deliberate and make decisions on important policies and measures related to climate change, and report to the Board of Directors.
Based on the reported content, the Board of Directors will supervise to check whether identification of risks and opportunities, and measures related to climate change are promoted appropriately.
StrategyThe Company conducted a scenario analysis targeting mid-term (2030) and long-term (2050) with a 1.5°C scenario, 2°C scenario, and 4°C scenario on the FA business, Robot business, and Robomachine business to identify the risks and opportunities related to climate change, and to check how these will impact the FANUC Group businesses. Regarding the scenario analysis, we referred to IEA NZE, IPCC RCP1.9, etc., for 1.5°C, IEA SDS, IPCC RCP2.6, etc., for 2°C, and IEA STEPS, IPCC RCP8.5,
etc., for 4°C. For each scenario, we identified the risks and opportunities related to climate change, and quantitatively and qualitatively examined and evaluated the impact on the business.
Among these, we identified the following risks that will have a significant impact on the businesses: "Increase in costs due to introduction of carbon tax," "Increase in costs due to the rise in raw material prices," and "Decrease in demand for a part of FANUC products due to the consumer behavior change and shift to EV/FCV." We also identified the following opportunities: "Increase in demands for FANUC products due to energy-saving and robotization," and "Increase in demands for FANUC products due to the shift to EV/FCV."
Identified risks and opportunities
Responses to identified risks and opportunities
Transition risks
Physical risks
Opportunities
Introduction of carbon tax will increase costs.
The rise in raw material prices will increase costs.
Consumer behavior change and shift to EV/FCV will decrease demand for a part of FANUC products.
Set up a mid- to long-term goal for reducing greenhouse gas (GHG) emissions, and promote energy-saving and introduction of renewable energy, etc. in business activities to reduce GHG emissions.
Promote the support of business continuity plan (BCP) (Multiple production sites and suppliers, etc.)
Promote the development of products that contribute to customers' energy saving / robotization, and well-demanded products due to the shift to EV/FCV.
Promote the development of products that can maintain high performance and high reliability under harsh operating and transportation environments.
Increasing severity of natural disasters will damage production sites, etc. and as this negatively impacts production, recovery costs will increase.
Energy-saving/robotization will increase demands for FANUC products.
The shift to EV/FCV will increase demand for FANUC products.
Demand for FANUC products capable of working under harsh operating and transportation environments will increase due to the influence of rising average temperature.
In the 1.5°C and 2°C scenario, the world is expected to undergo major social changes as it transitions to decarbonization. There is a possibility for costs to increase due to the introduction of carbon taxes and rise in raw material prices, but we believe that
we can expand the FA business, Robot business, and Robomachine business as energy-saving/robotization, and that the shift to EV/FCV will expand. The 4°C scenario does not promote low carbonization, and increasing severity of natural disasters will be expected due to climate change, such as increases in average temperature. This creates a potential increase in recovery costs as production sites, etc., will be damaged, having a negative impact on production. For these reasons, we will continue to promote business continuity plan (BCP) initiatives, and deal with physical risks.
The findings of the scenario analysis on FA business, Robot business and Robomachine business rated these businesses as highly resilient in all scenarios used for the analysis. We will further promote initiatives in order to meet the challenges of identified risks and realize these opportunities in the future.
The Company has set a mid-term goal (certified by the SBT Initiative) to reduce its Scope 1,2 emissions by 42% from FY 2020 level by 2030, and is promoting efforts to achieve this goal.
Toward this goal, we plan to install solar panels and renewable electricity, and expect to invest approximately 9 billion yen. (Amounts are subject to uncertainties and assumptions and may differ from actual results.)
Risk ManagementTo address risks that may hinder the continuity of our business, the enhancement of our corporate value, or the sustainable development of our corporate activities, the Company has established a Risk Management Committee and risk management policies, and we are conducting appropriate risk management under the supervision of the Board of Directors. The risks of climate change will also be placed in the rules, and managed.
Metrics and TargetsThe Company has set up a long-term target of reducing GHG emissions from the business activities of the FANUC Group (Scope 1, 2) to zero by FY2050. To achieve this long-term target, we have set a mid-term target of 42% reduction of the same emissions by FY2030 (in comparison with FY2020). Regarding Scope 3, we aim for 12.3% reduction of emissions due to the use of sold products (Category 11) by FY2030 (in comparison with FY2020).
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Assets and Profits
The FANUC Group (Millions of yen)
Item
FY 2022
(54th term)
FY 2023
(55th term)
FY 2024
(56th term)
FY 2025
(57th term)
Net sales
851,956
795,274
797,129
857,831
Ordinary income
231,327
181,755
196,738
227,485
Net income attributable to owners of parent
170,587
133,159
147,557
166,543
Net income per share (Yen)
178.55
140.23
157.31
178.47
Total assets
1,873,536
1,926,037
1,937,031
2,090,700
Net assets
1,627,555
1,719,200
1,739,890
1,882,947
On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. "Net income per share" was calculated assuming that the stock split were performed at the beginning of FY2022.
The Company (Millions of yen)
Item
FY 2022
(54th term)
FY 2023
(55th term)
FY 2024
(56th term)
FY 2025
(57th term)
Net sales
635,002
474,794
485,284
568,830
Ordinary income
231,896
129,018
154,927
200,431
Net income
190,643
103,284
127,403
160,479
Net income per share (Yen)
199.54
108.77
135.82
171.97
Total assets
1,369,957
1,321,895
1,323,430
1,414,765
Net assets
1,218,677
1,208,679
1,196,541
1,276,050
On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. "Net income per share" was calculated assuming that the stock split were performed at the beginning of FY2022.
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Principal Businesses (As of March 31, 2026)
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the products described in the following table:
Division
Main products
FA Division
CNC systems (CNC and servo motors), Lasers
ROBOT Division
Robots (including robot systems)
ROBOMACHINE Division
ROBODRILL (compact machining center), ROBOSHOT (electric injection molding machine), ROBOCUT (wire electrical-discharge machine)
In addition to the above, we also engaged in business related to the FIELD system, an open IoT platform for manufacturing sites.
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Principal Sites (As of March 31, 2026)
Head office
Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
Research and Development
Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture
Branches
Hino Branch (Hino City), Nagoya Branch (Komaki City), Osaka Branch (Osaka City), Hokkaido Branch (Ebetsu City), Tohoku Branch (Sendai City), Tsukuba Branch (Tsukuba City), Maebashi Branch (Maebashi City), Echigo Branch (Mitsuke City), Hakusan Branch (Hakusan City), Chugoku Branch (Okayama City), Hiroshima Branch (Hiroshima City), Kyushu Branch (Kikuyo-machi, Kikuchi-gun, Kumamoto Prefecture)
Factories
Headquarters Factory (Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture), Mibu Factory (Mibu-machi, Shimotsuga-gun, Tochigi Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima City)
Training
FANUC ACADEMY (Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture)
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Employees (As of March 31, 2026)
Number of employees
The Company 4,842 The FANUC Group 10,040
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Principal Subsidiaries and Affiliated Companies (As of March 31, 2026)
Principal Subsidiaries
Company name
Capital stock
Percentage of equity
participation (%)
Principal businesses
FANUC America Corporation
US$ 157,300
thousand
100
Development, manufacture, sale and maintenance services of robots and robot systems as well as sale and maintenance services of CNC systems, lasers and ROBODRILL
FANUC Europe Corporation
€ 110,961
thousand
100
Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT as well as manufacture, sale and maintenance services of robot systems
KOREA FANUC CORPORATION
₩ 32,364 million
95
Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT as well as manufacture, sale and maintenance services of robot systems
TAIWAN FANUC CORPORATION
NT$ 1,448 million
100
Knock-down manufacture, sale and maintenance services of CNC systems, sale and maintenance services of lasers and robots, as well as manufacture, sale and maintenance services of robot systems
FANUC INDIA PRIVATE LIMITED
₹ 290 million
100
Sale and maintenance services of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT, as well as manufacture, sale and maintenance services of robot systems
SHANGHAI-FANUC
Robomachine CO., LTD.
US$ 21,000
thousand
51
Sale and maintenance services of ROBODRILL, ROBOSHOT and ROBOCUT
FANUC PERTRONICS LTD
¥327 million
100
Manufacture of parts of CNC systems, lasers, robots, ROBODRILL, ROBOSHOT and ROBOCUT
FANUC SERVO LTD
¥450 million
100
Manufacture of servo motors
Principal Affiliated Companies
Company name
Capital stock
Percentage of equity
participation (%)
Principal businesses
BEIJING-FANUC
Mechatronics CO., LTD.
US$ 11,300
thousand
50
Knock-down manufacture, sale and maintenance services of CNC systems as well as sale and maintenance services of lasers
SHANGHAI-FANUC
Robotics CO., LTD.
US$ 12,000
thousand
50
Sale and maintenance services of robots, as well as manufacture, sale and maintenance services of robot systems
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Business trends and achievements
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Matters Concerning the Shares of the Company (As of March 31, 2026)
- Total number of shares authorized to be issued by the Company: 2,000,000,000 shares
- Total number of issued shares: 982,383,493 shares
- Number of shareholders: 130,034
-
The ten largest shareholders:
Name
Number of shares (In thousands)
Percentage of equity participation
(%)
The Master Trust Bank of Japan, Ltd. (Trust Account)
218,493
23.4%
Custody Bank of Japan, Ltd. (Trust Account)
96,283
10.3%
Citibank, N.A. - NY, as Depositary Bank for Depositary Shareholders
27,713
3.0%
State Street Bank and Trust Company 505001
21,023
2.3%
JPMorgan Chase Bank 380055
19,147
2.1%
JPMorgan Chase Bank 385781
15,806
1.7%
BNYM AS AGT/CLTS NON-TREATY JASDEC
14,417
1.5%
BNYM AS AGT/CLTS 10 PERCENT
13,008
1.4%
The Bank of New York Mellon 140040
12,254
1.3%
HSBC Hong Kong - Treasury Services A/C Asian Equities Derivatives
11,795
1.3%
Note: The percentages of equity participation are calculated after subtracting the number of treasury shares (49,225 thousand shares) from the total number of issued shares.
- Status of shares allotted to the Company's directors as consideration for the execution of duties during the fiscal year:
Classification
Number of shares
Number of recipients
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)
12,190 shares
3
- Directors of the Company
-
Names of Directors, etc. (As of March 31, 2026)
Position
Name
Responsibilities
or significant concurrent posts of other entities
Representative Director, President and CEO
Kenji Yamaguchi
Director,
Senior Managing Officer and CFO
Ryuji Sasuga
General Manager, Corporate Finance & Facility Planning Division Manager, Secretary Department
Director
Michael J. Cicco
President and CEO, FANUC America Corporation
Director
Naoko Yamazaki
General Manager of Vast Japan GK
Representative Director of Space Port Japan Association President of Young Astronauts Club - Japan
Director
Hiroto Uozumi
Director
Yoko Takeda
Senior Research Fellow of Mitsubishi Research Institute, Inc.
Director (Standing Audit and Supervisory Committee Member)
Toshiya Okada
Director (Audit and Supervisory Committee Member)
Hidetoshi Yokoi
Professor Emeritus of the University of Tokyo
Director (Audit and Supervisory Committee Member)
Mieko Tomita
Representative of Nishi & Partners Attorneys and Counselors at Law
Director (Audit and Supervisory Committee Member)
Shigeo Igashima
Representative of Igashima C.P.A. Office
Representative of Igashima Shigeo Tax Accountant Office
Notes: 1. Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are Outside Directors.
Director Toshiya Okada is a Standing Audit and Supervisory Committee Member. The reason for selecting a Standing Audit and Supervisory Committee Member is to enhance the effectiveness of audits through the strengthening of information collection abilities, including attendance at important meetings.
Director (Audit and Supervisory Committee Member) Shigeo Igashima is a certified public accountant and tax accountant and possesses commensurate knowledge regarding finances and accounting.
Other significant concurrent posts:
Outside Director Yoko Takeda is also an Outside Director of Ricoh Company, Ltd.
Outside Director (Audit and Supervisory Committee Member) Mieko Tomita is also an Outside Director (Audit & Supervisory Committee Member) of Nisshin Seifun Group Inc., Outside Director of TEKKEN CORPORATION, and Outside Auditor of TEPCO Power Grid, Incorporated.
Outside Director (Audit and Supervisory Committee Member) Shigeo Igashima is also an Outside Director (Standing Audit & Supervisory Committee Member) of AXELL CORPORATION.
None of the companies in which the Outside Directors concurrently hold posts have special relations with the company.
The Company has named the six Outside Directors Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima as Independent Directors as defined by the Tokyo Stock Exchange and has duly notified the Tokyo Stock Exchange.
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Outline of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers any damages, etc. that may arise due to insured Directors, etc. assuming liability for the execution of their duties or receiving a claim for the pursuit of such liability.
The insured under the directors and officers liability insurance contract are shown below. The insurance premiums are fully paid by the Company for all insured parties.
Insured: (1) Directors, managing officers, officers, and manager of finance & accounting department of the Company
Directors, managing officers, officers, and manager of finance & accounting department of the Company's domestic subsidiaries
The Company
The Company's domestic subsidiaries
-
Remuneration, etc., payable to the Directors in the fiscal year under review
Matters concerning the policy for determination of Directors' individual remuneration
Method for deciding the determination policy
The determination policy is decided by resolution of the Board of Directors.
Outline of the content of the determination policy
The Company has established a policy for determining Directors' (excluding Directors who are Audit and Supervisory Committee Members. Same applies for this paragraph) individual remuneration, the outline of which is as follows. (resolved at the Company's Board of Directors meeting on June 27, 2025)
Fixed remuneration is determined according to the position of each Director.
Performance-linked remuneration shall, in principle, be linked to net income attributable to owners of parent, as is the case with shareholder returns. Of the amount of performance-linked remuneration, 80% is determined by taking into account financial indicators such as profit margins and ROE, while the remaining 20% is paid based on evaluation standards for non-financial indicators, namely "Employee Engagement," "External ESG Evaluation Score," and "GHG Emission Reduction."
Regarding stock compensation, remuneration for restricted stock will be paid while comprehensively taking into account various aspects such as contributions made by Directors.
Remuneration for Directors is composed of fixed remuneration, performance-linked remuneration and stock compensation, and payment ratios are set after comprehensively considering position, duties, performance and other factors.
Remuneration for Outside Directors is only fixed remuneration.
Reasons why the Board of Directors has decided that the content of individual remuneration, etc. for Directors for the fiscal year under review be in line with the determination policy
The specific content of individual remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members) is decided by the Board of Directors in accordance with the above determination policy. In addition, when making decisions at the Board of Directors meetings, the results of consultations with the Nomination and Remuneration Committee are taken into account.
Matters concerning resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors The upper limit for (i) fixed remuneration and (ii) performance-linked remuneration for Directors (excluding Directors who are Audit and Supervisory Committee members) was set as the total of the following amounts by resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021. In addition, (iii) stock compensation will be paid to Directors, excluding Outside Directors, separately from (i) and (ii).
Fixed remuneration: The ceiling annual amount of ¥800 million (including ceiling amount of ¥100 million for Outside Directors)
Performance-linked remuneration: The ceiling amount, which is set at 0.7% of net income attributable to owners of parent for the fiscal year prior to the General Meeting of Shareholders at which they are appointed or reappointed (provided, however, it shall not exceed a three-year amount of fixed remuneration)
Stock compensation: The annual ceiling amount for the total amount of monetary compensation claims paid as remuneration for restricted stock is ¥350 million. The upper limit of the total number of shares of restricted stock to be allotted in each fiscal year is no more than 28,000
However, on or after the date of approval by the 52nd Ordinary General Meeting of Shareholders held on June 24, 2021, this total number of shares of Restricted Stock may be adjusted within reasonable limits if a stock split (including an allotment of the Company's common stock without consideration) or a reverse stock split of the Company's common stock takes place, or if other similar circumstances arise in which adjustments become necessary to the total number of shares of the Company's Restricted Stock to be allotted.
Note: On April 1, 2023, the Company performed a 5-for-1 stock split of common shares. The upper limit of the total number of shares of restricted stock to be allotted in each fiscal year is therefore no more than 140,000.
The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) at the conclusion of that Ordinary General Meeting of Shareholders was six, and, excluding Outside Directors, it was three.
The upper limit of the total annual remuneration, etc. for Directors who are Audit and Supervisory Committee Members was set at ¥200 million by resolution of the 52nd Ordinary General Meeting of Shareholders of June 24, 2021.
The number of Directors who are Audit and Supervisory Committee Members at the conclusion of that Ordinary General Meeting of Shareholders was five.
Total amounts, etc. of Directors' remuneration, etc.
Category
Total amount of remuneration, etc. (million yen)
Total amount by remuneration type
(million yen)
Number of eligible officers
Fixed remuneration
Performance-linked remuneration, etc.
Non-monetary remuneration, etc.
Directors (excluding Directors who are Audit and Supervisory Committee Members)
(of which, Outside Directors)
792
(57)
303
(57)
435 (-)
54 (-)
7
(3)
Directors who are Audit and Supervisory Committee Members
(of which, Outside Directors)
105
(57)
105
(57)
-
-
4
(3)
Notes: 1. Directors (excluding Directors who are Audit and Supervisory Committee Members) are paid bonuses as performance-linked remuneration.
The performance indicator selected as the basis for calculation of amounts of performance-linked remuneration is net income attributable to owners of parent. This performance indicator was chosen so that Directors (excluding Directors who are Audit and Supervisory Committee Members) could share with shareholders the benefits of upturns in performance and the risks of downturns in performance. Position, duties and other factors are comprehensively considered in the calculation of the amounts of performance-linked remuneration.
Trends in net income, including for the fiscal year under review, are as shown in "1. (5) Assets and Profits."
Stock compensation is allotted to Directors (excluding Directors who are Audit and Supervisory Committee Members) as non-monetary remuneration, etc.
The details about stock compensation and the status of allotment are as described in "1) Matters concerning the policy for determination of Directors' individual remuneration," "2) Matters concerning resolutions of the General Meeting of Shareholders regarding the remuneration, etc. of Directors," and "2. Matters Concerning the Shares of the Company."
The number of eligible officers, above, includes one Director who retired at the conclusion of the 56th Ordinary General Meeting of Shareholders held on June 27, 2025.
- Matters concerning Outside Directors
Major activities
Name | Major activities |
Naoko Yamazaki | She attended all of 12 meetings of the Board of Directors. She possesses wide experience and knowledge obtained as an engineer and astronaut, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors. She also attended the Nomination and Remuneration Committee as Chair and led discussions. |
Hiroto Uozumi | He attended all of 12 meetings of the Board of Directors. He possesses wide experience and knowledge obtained as a long-serving corporate executive, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as leading discussions at meetings of the Board of Directors as Chair. He also attended the Nomination and Remuneration Committee as a Committee Member and expressed his opinions whenever necessary. |
Yoko Takeda | She attended all of 12 meetings of the Board of Directors. She possesses wide experience and knowledge of finance and economics, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors. She also attended the Nomination and Remuneration Committee as a Committee Member and expressed her opinions whenever necessary. |
Hidetoshi Yokoi | He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. He possesses wide experience and knowledge obtained as a university professor, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors and leading discussions at meetings of the Audit and Supervisory Committee as Chair. |
Mieko Tomita | She attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. She possesses wide experience and knowledge obtained as a lawyer, and the Company expects her to serve a supervisory function from those perspectives. She fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors and the Audit and Supervisory Committee. She also attended the Nomination and Remuneration Committee as a Committee Member and expressed her opinions whenever necessary. |
Shigeo Igashima | He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit and Supervisory Committee. He possesses wide experience and knowledge as a certified public accountant and tax accountant, and the Company expects him to serve a supervisory function from those perspectives. He fulfilled an appropriate role as an Outside Director of the Company, including supervising and providing advice about the execution of the Company's business, such as speaking out whenever necessary from those perspectives in meetings of the Board of Directors and the Audit and Supervisory Committee. |
Consolidated Balance Sheet
(As of March 31, 2026)
(Millions of yen)
Titles of Account | Amount | Titles of Account | Amount |
(Total Assets) Current assets Cash and bank deposits Notes receivable, trade Electronically recorded monetary claims - operating Accounts receivable, trade Marketable securities Finished goods Work in process Raw materials and supplies Other Allowance for doubtful accounts Noncurrent assets Property, plant and equipment, at cost Buildings Machinery and equipment Land Construction in progress Other Intangible assets Investments and other assets Investment securities Deferred income taxes Net defined benefit asset Others Allowance for doubtful accounts | 2,090,700 | (Liabilities) | 207,753 |
1,237,026 | Current liabilities | 179,457 | |
718,071 | Notes and accounts payable, trade | 46,262 | |
5,631 | Accrued income taxes | 25,694 | |
16,211 | Warranty reserves | 8,870 | |
Other current liabilities | 98,631 | ||
148,933 | Long-term liabilities | 28,296 | |
35,800 | Net defined benefit liability | 20,191 | |
128,770 | Other long-term liabilities | 8,105 | |
78,986 | |||
84,430 | |||
22,428 | |||
(2,234) | |||
853,674 | |||
591,416 | (Net assets) | 1,882,947 | |
Shareholders' equity | 1,648,657 | ||
338,990 | Common stock | 69,014 | |
46,010 | Capital surplus | 95,995 | |
165,049 | Retained earnings | 1,621,450 | |
21,959 | Treasury stock, at cost | (137,802) | |
19,408 | Accumulated other comprehensive | 216,214 | |
8,542 | income | ||
253,716 | Valuation difference on | 28,817 | |
223,287 | available-for-sale securities | ||
28,425 | Foreign currency translation adjustment | 173,487 | |
1,310 | Remeasurements of defined benefit | 13,910 | |
742 | plans | ||
(48) | Non-controlling interests | 18,076 | |
Total | 2,090,700 | Total | 2,090,700 |
Consolidated Statement of Income
(April 1, 2025 through March 31, 2026)
(Millions of yen)
Titles of Account | Amount |
Net sales | 857,831 |
Cost of goods sold | 529,365 |
Gross profit | 328,466 |
Selling, general and administrative expenses | 144,703 |
Operating income | 183,763 |
Non-operating income | 47,548 |
Interest and dividends income | 10,907 |
Miscellaneous income | 36,641 |
Non-operating expenses | 3,826 |
Miscellaneous expenses | 3,826 |
Ordinary income | 227,485 |
Income before income taxes | 227,485 |
Total taxes and others | 58,088 |
Income taxes - current | 51,959 |
Income taxes - deferred | 6,129 |
Net income | 169,397 |
Net income attributable to non-controlling interests | 2,854 |
Net income attributable to owners of parent | 166,543 |
Non-Consolidated Balance Sheet
(As of March 31, 2026)
(Millions of yen)
Titles of Account | Amount | Titles of Account | Amount |
(Total Assets) | 1,414,765 | (Liabilities) Current liabilities Accounts payable Accrued expenses Accrued charge Accrued income taxes Warranty reserves Other current liabilities Long-term liabilities Allowance for employees' retirement benefits Other long-term liabilities (Net assets) Shareholders' equity Common stock Capital surplus Legal capital surplus Retained earnings Legal retained earnings Other retained earnings Reserve for research and development Reserve for reduction entry General reserve Retained earnings brought forward Treasury stock, at cost Valuation and translation adjustment Net unrealized holding gain on other securities | 138,715 |
Current assets | 760,586 | 94,021 | |
Cash and bank deposits | 453,350 | 35,166 | |
Notes receivable, trade | 820 | 10,004 | |
Electronically recorded | 13,320 | 15,355 | |
monetary claims - operating | 24,412 | ||
Accounts receivable, trade | 77,732 | 4,837 | |
Marketable securities | 35,000 | 4,247 | |
Finished goods | 23,067 | 44,694 | |
Work in progress | 68,479 | 42,607 | |
Raw materials and supplies | 78,594 | 2,087 | |
Other | 10,515 | ||
Allowance for doubtful accounts | (291) | ||
Noncurrent assets | 654,179 | 1,276,050 | |
Property, plant and equipment, at | 457,146 | 1,247,981 | |
cost | 69,014 | ||
Buildings | 246,056 | 96,057 | |
Machinery and equipment | 38,208 | 96,057 | |
Land | 136,795 | 1,220,712 | |
Construction in progress | 18,655 | 8,252 | |
Other | 17,432 | 1,212,460 | |
Intangible assets | 5,051 | 311,800 | |
Investments and other assets | 191,982 | 26 | |
Investment securities | 52,514 | 303,580 | |
Stocks of subsidiaries and affiliates | 109,869 | 597,054 | |
Deferred income taxes | 29,089 | (137,802) | |
Others | 513 | 28,069 | |
28,069 | |||
Allowance for doubtful accounts | (3) | ||
Total | 1,414,765 | Total | 1,414,765 |
Non-Consolidated Statement of Income
(April 1, 2025 through March 31, 2026)
(Millions of yen)
Titles of Account | Amount |
Net sales | 568,830 |
Cost of goods sold | 388,794 |
Gross profit | 180,036 |
Selling, general and administrative expenses | 58,552 |
Operating income | 121,484 |
Non-operating income | 80,941 |
Interest and dividends income | 76,226 |
Miscellaneous income | 4,715 |
Non-operating expenses | 1,994 |
Miscellaneous expenses | 1,994 |
Ordinary income | 200,431 |
Income before income taxes | 200,431 |
Total taxes and others | 39,952 |
Income taxes - current | 39,465 |
Income taxes - deferred | 487 |
Net income | 160,479 |
May 19, 2026
The Board of Directors FANUC CORPORATION
Opinion
Pursuant to Article 444, Paragraph 4 of the Companies Act of Japan, we have audited the accompanying consolidated financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in net assets and the notes to the consolidated financial statements of FANUC CORPORATION (the "Company") for the fiscal year from April 1, 2025 through March 31, 2026.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position and results of operations of the corporate group, which consists of the Company and its consolidated subsidiaries, for the period covered by the consolidated financial statements in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Consolidated Financial Statements." We are independent of the Company and its consolidated subsidiaries in accordance with the provisions related to professional ethics in Japan (including the provisions applicable to the audit of financial statements of entities with significant social impact), and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Content
Other content is the business report and its supplementary schedules. Management is responsible for the preparation and disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating of the reporting process for other content.
Other content is not included in the content subject to our audit opinion on consolidated financial statements, and we do not express an opinion on other content.
Our responsibility in auditing the consolidated financial statements is to read through the other content, and in the process of reading, consider whether there are any significant differences between the other content and the consolidated financial statements or our knowledge gained through the process of auditing. In addition to noticing significant differences, it is also our responsibility to pay attention to whether there are any signs of significant errors in the other content.
If we judge there to be a significant error in the other content based on the work we conducted, we are required to report it.
There are no matters to be reported concerning the other content.
Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare the consolidated financial statements in accordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating the financial reporting process.
Auditor's Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the consolidated financial statements from an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform the following while maintaining professional skepticism.
Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
In making those risk assessments, the auditor considers internal control relevant to the entity's audit in order to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated financial statements is not to express an opinion on the effectiveness of the entity's internal control.
Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
Determine whether it is appropriate for management to prepare the consolidated financial statements on the premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes to the consolidated financial statements in the audit report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the consolidated financial statements. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future events or conditions, an entity may be unable to continue as a going concern.
Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of the consolidated financial statements including related notes, and whether the consolidated financial statements fairly present the transactions and accounting events on which they are based.
Plan and implement an audit of the consolidated financial statements to obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated subsidiaries to form the basis for expressing an opinion on the consolidated financial statements. The auditor is responsible for instructing, supervising, and reviewing the audit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor's independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC Tokyo office
Junichiro Tsuruta
Designated Limited Liability Partner Engagement Partner
Certified Public Accountant
Masakuni Noguchi
Designated Limited Liability Partner Engagement Partner
Certified Public Accountant
Accounting Auditors' Report Related to the Non-Consolidated Financial Statements (Translation) REPORT OF INDEPENDENT AUDITORSMay 19, 2026
The Board of Directors FANUC CORPORATION
Opinion
Pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan, we have audited the accompanying financial statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets and the related notes, and the accompanying supplementary schedules of FANUC CORPORATION (the "Company") for the 57th fiscal year from April 1, 2025 through March 31, 2026.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations for the year then ended in conformity with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under the auditing standards is stated in "Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules." We are independent of the Company in accordance with the provisions related to professional ethics in Japan (including the provisions applicable to the audit of financial statements of entities with significant social impact), and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Other Content
Other content is the business report and its supplementary schedules. Management is responsible for the preparation and disclosure of this content. In addition, the Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating of the reporting process for other content.
Other content is not included in the content subject to our audit opinion on the financial statements and the accompanying supplementary schedules, and we do not express an opinion on other content.
Our responsibility in auditing the financial statements and the accompanying supplementary schedules is to read through the other content, and in the process of reading, consider whether there are any significant differences between the other content and the financial statements and the accompanying supplementary schedules or our knowledge gained through the process of auditing. In addition to noticing significant differences, it is also our responsibility to pay attention to whether there are any signs of significant errors in the other content.
If we judge there to be a significant error in the other content based on the work we conducted, we are required to report it.
There are no matters to be reported concerning the other content.
Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the accompanying supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the financial statements and the accompanying supplementary schedules that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible for assessing whether it is appropriate to prepare the financial statements and the accompanying supplementary schedules in accordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors' duties related to designing and operating the financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express an opinion on the financial statements and the accompanying supplementary schedules from an independent
standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the financial statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, and perform the following while maintaining professional skepticism.
Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor. In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
In making those risk assessments, the auditor considers internal control relevant to the entity's audit in order to design audit procedures that are appropriate in the circumstances, although the purpose of the audit of the financial statements and the accompanying supplementary schedules is not to express an opinion on the effectiveness of the entity's internal control.
Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as the reasonableness of accounting estimates made by management and the adequacy of related notes.
Determine whether it is appropriate for management to prepare the financial statements and the accompanying supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes to the financial statements and the accompanying supplementary schedules in the audit report, or if the notes to the financial statements and the accompanying supplementary schedules pertaining to the significant uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying supplementary schedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future events or conditions, an entity may be unable to continue as a going concern.
Besides assessing whether the presentation of and notes to the financial statements and the accompanying supplementary schedules are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, and content of the financial statements and the accompanying supplementary schedules including related notes, and whether the financial statements and the accompanying supplementary schedules fairly present the transactions and accounting events on which they are based.
The auditor reports to Audit and Supervisory Committee regarding the scope and timing of implementation of the planned audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor's independence and any measures in place to eliminate obstacles or safeguards applied to reduce them to an acceptable level.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC Tokyo office
Junichiro Tsuruta
Designated Limited Liability Partner Engagement Partner
Certified Public Accountant
Masakuni Noguchi
Designated Limited Liability Partner Engagement Partner
Certified Public Accountant
Audit Report of the Audit and Supervisory Committee (Translation)AUDIT REPORT
We, the Audit and Supervisory Committee, audited the performance by the Directors of their duties during the 57th fiscal year from April 1, 2025 to March 31, 2026. We hereby report the method and results as follows:
Method of Audit and the Particulars thereof:
The Audit and Supervisory Committee established an audit policy, received regular reports from the Directors and employees, etc., sought explanations as necessary, expressed opinions on the details of the resolutions of the Board of Directors regarding matters listed in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act and on the development and operation of the systems developed pursuant to those resolutions (internal control systems), and conducted audits in accordance with the following methods.
In accordance with the audit and supervisory standards set forth by the Audit and Supervisory Committee, the audit policy, audit plans, etc. and in cooperation with the Company's Internal Audit Department and other divisions in charge of internal control while utilizing means via telephone lines and the Internet, each Audit and Supervisory Committee Member attended important meetings, received from the Directors and employees, etc. reports on the state of performance of their duties, sought explanations as necessary, inspected important decision documents, etc., and made investigation into the state of the Company's activities and property. With regard to its subsidiaries, we maintained constant communication, and exchanged information with the directors, company auditors, etc. thereof, requested the subsidiaries to render reports on their business operations, and made investigation into the state of the activities and property of subsidiaries as necessary.
We also monitored and verified whether the Accounting Auditors had maintained an independent position and conducted adequate audits, received from the Accounting Auditors reports on the state of performance of their duties, and requested explanations as necessary. In addition, we received from the Accounting Auditors a notice that the "systems to secure adequate performance of duties" (as listed in the items of Article 131 of the Ordinance for Corporate Accounting) had been established in accordance with the "Standard for Quality Control Concerning Audits" (the Business Accounting Council), and requested explanations as necessary. Moreover, we discussed the main matters to be considered in audits with the Accounting Auditors, received reports on the implementation status of such audits, and sought explanations as necessary.
In accordance with such methods, we investigated the business report and its supplementary schedules, non-consolidated financial statements (the non-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes in shareholders' equity, etc. and the notes to non-consolidated financial statements) and the supplementary financial schedules, as well as the consolidated financial statements (the consolidated balance sheet, the consolidated statement of income, the consolidated statement of changes in shareholders' equity, etc. and the notes to consolidated financial statements), for the fiscal year under review.
Results of Audit:
Results of audit of the business report, etc.: We are of the opinion:
That the business report and its supplementary schedules fairly present the state of the Company in accordance with laws and ordinances and the Articles of Incorporation;
That in connection with the performance by the Directors of their duties, no dishonest act or material fact of violation of laws and ordinances and the Articles of Incorporation exists; and
That the details of the resolutions of the Board of Directors on internal control systems are proper and that the contents of business report and performance by the Directors of their duties concerning such internal control systems, contains nothing to be pointed out.
Results of audit of the non-consolidated financial statements and the supplementary financial schedules:
We are of the opinion that the method and results of the audit made by the Accounting Auditors, Ernst & Young ShinNihon LLC, are proper.
Results of audit of the consolidated financial statements:
We are of the opinion that the method and results of the audit made by the Accounting Auditors, Ernst & Young ShinNihon LLC, are proper.
May 19, 2026
Audit and Supervisory Committee
FANUC CORPORATION
Hidetoshi Yokoi (Seal) Audit and Supervisory Committee Member
Mieko Tomita
(Seal)
Audit and Supervisory Committee Member
Shigeo Igashima
(Seal)
Audit and Supervisory Committee Member
Toshiya Okada
(Seal)
Standing Audit and Supervisory Committee Member
(Note) Audit and Supervisory Committee Members Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima are Outside Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of the Companies Act.
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