Fanuc CorporationTSE: 6954

Supplementary Materials to the Notice of Convocation of The 57th Ordinary General Meeting of Shareholders

· Issued by Fanuc Corporation
(TRANSLATION)

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.

Supplementary Materials to the Notice of Convocation of the 57th Ordinary General Meeting of Shareholders

(Items Not Subject to Requests for the Delivery of Documents)

  1. Matters Related to Business Report

  2. Consolidated Statement of Changes in Net Assets

  3. Notes to the Consolidated Financial Statements

  4. Non-Consolidated Statement of Changes in Net Assets

  5. Notes to the Non-Consolidated Financial Statements

FANUC CORPORATION
  1. Matters Related to Business Report

    1. Directors of the Company

      Overview of the limitation of liability agreements

      The Company has entered into agreements with Outside Directors, Naoko Yamazaki, Hiroto Uozumi, Yoko Takeda, Hidetoshi Yokoi, Mieko Tomita and Shigeo Igashima, 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. The amount of the limit of liabilities for damages under such agreement shall be the amount of the minimum limit stipulated by laws and regulations.

    2. Accounting Auditor

      1. Name of Accounting Auditor Ernst & Young ShinNihon LLC

      2. Amount of fees, etc. paid to the Accounting Auditor in the fiscal year under review

        1. Amount of fees, etc. as Accounting Auditor: 48 million yen

        2. Total amount of cash and other proprietary benefits payable by the Company

          and its subsidiaries: 65 million yen

          Notes 1. The amount of auditing fees is not distinguished under the auditing agreement concluded between the Company and the Accounting Auditor with respect to audits under the Companies Act and the audits under the Financial Instruments and Exchange Act. Therefore, the amount in (b) represents the sum of the fees for such audits.

  2. The overseas subsidiaries of the Company are subject to audits by audit firms other than the Accounting Auditor of the Company.

  3. The reason for the approval by the Audit and Supervisory Committee of the amount of fees, etc. paid to the Accounting Auditor

In addition to obtaining the necessary documents and receiving reports from the Directors, the related internal divisions and the Accounting Auditor, the Audit and Supervisory Committee examined the audit plans and the status of audit execution of the previous fiscal year as well as the basis for calculating the estimated fees, etc. for the fiscal year under review based on the "Practical Guidelines on Cooperation with Accounting Auditors" released by the Japan Audit & Supervisory Board Members Association, and has determined that the fee levels are reasonable and has consented to the amount of fees, etc.

    1. Content of non-auditing services

      The Company engages the Accounting Auditor to provide, and pays fees for, the following non-audit services, which are services other than those set forth in Article 2, Paragraph 1 of the Certified Public Accountants Act:

      • Sustainability-related disclosure support services

    2. Policy of determining dismissal or non-reappointment of the Accounting Auditor

      The Company shall propose non-reappointment of the Accounting Auditor to the general meeting of shareholders by resolution of the Audit and Supervisory Committee, as a general rule, in cases where it is deemed difficult for the Accounting Auditor to execute audits in an appropriate manner, in addition to dismissal of the Accounting Auditor by the Audit and Supervisory Committee based on the provisions of Article 340 of the Companies Act.

  1. System to ensure the appropriateness of business activities (internal control system)

    An overview of the resolution by the Board of Directors of the system to ensure the appropriateness of business activities is as follows.

    1. System to ensure that duties of the Company's Directors and employees are performed in compliance with laws and regulations and the Company's Articles of Incorporation :

      Education on laws and regulations and the Articles of Incorporation and other internal rules shall be provided to the Directors and employees and other measures shall be taken to ensure that duties of Directors and employees are performed in compliance with laws and regulations and the Articles of Incorporation.

    2. Rules and other systems concerning management of the Company's exposure to the risk of loss :

      The Company has established a Risk Management Committee and has created risk management policies in order to handle potential risks which may obstruct the continuation of the Company's business, increase in the Company's value, or sustainable development of the Company's activities, and shall engage in appropriate risk management under the supervision of the Board of Directors. Furthermore, the Internal Audit Department, which directly reports to the President of the Company, shall conduct internal audits regarding the status of risk management.

    3. System to ensure that duties of the Company's Directors are performed efficiently :

      The Managing Officer System shall be introduced to ensure that duties of the Directors will be performed efficiently according to the internal rules providing for the organizational structure, division of duties, official authority, etc.

    4. System for the storage and management of information concerning the performance of duties of the Company's Directors :

      Information concerning the performance of duties of the Directors shall be recorded and stored in accordance with the internal rules. Directors shall be able to access such information at any time.

    5. System to ensure the appropriateness of operations in the corporate group consisting of the Company and its subsidiaries :

      The Company will strive to enhance corporate governance in our corporate group by thoroughly disseminating the group's code of conduct applied to our corporate group. Regarding important matters pertaining to the management of the Company's subsidiaries, prior approval shall be requested or a report shall be submitted to the Company, according to the "FANUC Group Company Regulations." Each subsidiary shall individually endeavor to implement proper and efficient management, but as the parent company, the Company shall provide guidance and supervision through relevant departments including the Internal Audit Department, in order to enforce the effectiveness of the corporate group's risk management and compliance, as deemed necessary.

    6. Matters concerning employees who are to assist the Audit and Supervisory Committee in its duties and matters concerning the effectiveness of instructions to such employees :

      1. The Secretariat of the Audit and Supervisory Committee shall be established to assist in the duties of the Committee.

      2. The employees belonging to the Secretariat of the Audit and Supervisory Committee shall assist in the duties of the Audit and Supervisory Committee according to the instructions of the Committee. Further, when an employee belonging to the Secretariat of the Audit and Supervisory Committee receives any instruction from the Committee relating to its duties, such employee shall not be subject to the command and control of any Director or employee other than the Directors who are the Audit and Supervisory Committee Members with respect to such work so instructed.

      3. The employees belonging to the Secretariat of the Audit and Supervisory Committee have a confidentiality obligation regarding the content of instructions given by the Committee or a member of the Committee.

    7. Matters concerning the independence of the employees who are to assist the Audit and Supervisory Committee :

      1. The Audit and Supervisory Committee (or if the Committee nominates a specific member of the Committee, such member of the Committee) shall be consulted in advance regarding personnel affairs such as recruitment, transfer, performance appraisal, etc., of the employees belonging to the Secretariat of the Audit and Supervisory Committee.

      2. Directors and employees shall pay attention not to impede the independence of the employees belonging to the Secretariat of the Audit and Supervisory Committee.

    8. System for reporting to the Audit and Supervisory Committee :

      1. Directors and employees shall provide an appropriate report promptly upon any request for reporting on matters relating to the execution of business made by the Audit and Supervisory Committee or any member of the Committee nominated by the Committee.

      2. Directors and employees shall immediately report the details of any matter they discover which may seriously affect the business or financial conditions of the Company or its subsidiaries to the Audit and Supervisory Committee or any member of the Committee nominated by the Committee.

      3. No person who provides a report as under (i) or (ii) above shall be treated disadvantageously due to such reporting.

    9. System to otherwise ensure that auditing by the Audit and Supervisory Committee will be carried out effectively:

      1. The Audit and Supervisory Committee or any member of the Committee nominated by the Committee shall have meetings with the Company's Directors (other than the Audit and Supervisory Committee Members) as appropriate to exchange opinions on the management policy, any issues to be dealt with by the Company, major risks surrounding the Company, enhancement of the environment for auditing by the Audit and Supervisory Committee, important audit issues, etc.

      2. Directors and employees may not reject a request by the Audit and Supervisory Committee or any member of the Committee nominated by the Committee for expenses to consult with attorneys, certified accountants and other external experts or to entrust any investigation, appraisement or other affairs as necessary for them to carry out audits, unless such expenses so requested are deemed unnecessary for the performance of duties of the Audit and Supervisory Committee or the member of the Committee nominated by the Committee.

  2. Overview of the operation status of the system to ensure the appropriateness of business activities (internal control system)

    1. Compliance system

      The Company has established a Compliance Committee and recognizes that "a company will last forever and be sound with Strict Preciseness" and "the corruption of an organization and downfall of a company start from a lack of Transparency." Based on these basic principles of "Strict Preciseness and Transparency," the Company has established the FANUC Code of Conduct and by widely communicating this Code of Conduct, it strives to raise the employee's awareness of compliance. The Company has also established a whistle-blowing system where employees, etc., can whistleblow without fear of consequences.

    2. Risk management system

      The Company has established a Risk Management Committee to identify and evaluate risks that could obstruct the continuation of the Company's business, increase in the Company's value, or sustainable development of the Company's activities. By also sharing the contents of discussions of the Risk Management Committee with the Outside Directors and the Audit and Supervisory Committee, the Company strives to ensure the effectiveness of risk management.

    3. Management of group companies

      Regarding important matters pertaining to the management of the group companies, the Company's subsidiaries are required to request for prior approval by the Company or report to the Company, in accordance with the FANUC Group Company Regulations. The Company also strives to raise awareness of compliance among the subsidiaries, by applying the FANUC Code of Conduct to the subsidiaries and widely communicating the content to the employees and executives of the subsidiaries. Additionally, a whistle-blowing system where employees, etc. of the subsidiaries can whistleblow without fear of consequences is introduced to the subsidiaries.

    4. Execution of duties by Directors

      The Company has introduced the Managing Officer System, and Directors efficiently execute their duties based on internal rules that stipulate organizational structure, duties of organizations, duties and authorities of management, and other relevant matters. As a Company with an Audit and Supervisory Committee, the Company is working to further strengthen the supervisory functions of the Board of Directors and speed up management decision-making, such as by developing and refining relevant rules.

    5. Execution of duties by the Audit and Supervisory Committee

The Audit and Supervisory Committee gathers necessary information as appropriate in collaboration with the Accounting Auditor and the Internal Audit Department to efficiently carry out audit operations.

  1. Consolidated Statement of Changes in Net Assets

    (From April 1, 2025 to March 31, 2026)

    (Millions of yen)

    Shareholders' equity

    Common stock

    Capital surplus

    Retained earnings

    Treasury stock, at cost

    Total shareholders' equity

    Balance at April 1, 2025

    69,014

    95,995

    1,585,779

    (173,859)

    1,576,929

    Changes during the year

    Dividends of surplus

    (94,450)

    (94,450)

    Net income attributable to owners of parent

    166,543

    166,543

    Purchase of treasury stock

    (553)

    (553)

    Disposal of treasury stock

    69

    119

    188

    Retirement of treasury stock

    (69)

    (36,422)

    36,491

    -

    Net change except shareholders' equity during the year

    -

    Total changes during the year

    -

    -

    35,671

    36,057

    71,728

    Balance at March 31, 2026

    69,014

    95,995

    1,621,450

    (137,802)

    1,648,657

    Accumulated other comprehensive income

    Non-controlling interests

    Total net assets

    Valuation difference on available-for-sale securities

    Foreign currency translation adjustment

    Remeasure-ments of defined benefit plans

    Total accumulated other comprehensive income

    Balance at April 1, 2025

    14,795

    127,908

    4,913

    147,616

    15,345

    1,739,890

    Changes during the year

    Dividends of surplus

    (94,450)

    Net income attributable to owners of parent

    166,543

    Purchase of treasury stock

    (553)

    Disposal of treasury stock

    188

    Retirement of treasury stock

    -

    Net change except shareholders' equity during the year

    14,022

    45,579

    8,997

    68,598

    2,731

    71,329

    Total changes during the year

    14,022

    45,579

    8,997

    68,598

    2,731

    143,057

    Balance at March 31, 2026

    28,817

    173,487

    13,910

    216,214

    18,076

    1,882,947

  2. Notes to the Consolidated Financial Statements

    ‌Notes to significant accounting policies for preparation of consolidated financial statements
    1. Scope of consolidation

      Number of consolidated subsidiaries and names of major consolidated subsidiaries Number of consolidated subsidiaries: 37

      Names of major consolidated subsidiaries:

      FANUC America Corporation FANUC Europe Corporation KOREA FANUC CORPORATION TAIWAN FANUC CORPORATION

      FANUC INDIA PRIVATE LIMITED SHANGHAI-FANUC Robomachine CO., LTD. FANUC PERTRONICS LTD FANUC SERVO LTD

      Among the subsidiaries, some companies such as FANUC THAI LIMITED are not included in the scope of consolidation.

      The total amounts in terms of total assets, net sales, net income or loss (amount proportional to equity) and retained earnings (amount proportional to equity) of these unconsolidated subsidiaries are immaterial and do not materially impact the consolidated financial statements as a whole.

    2. Application of equity method Number of equity method affiliates: 2

      Names of the companies: BEIJING-FANUC Mechatronics CO., LTD.

      SHANGHAI-FANUC Robotics CO., LTD.

      The net income or loss (amount proportional to equity) and retained earnings (amount proportional to equity) of these unconsolidated subsidiaries and affiliated companies that are not accounted for by the equity method (such as FANUC THAI LIMITED) are immaterial and do not materially impact the consolidated financial statements as a whole.

    3. Accounting policies

      1. Valuation standards and valuation methods of significant assets

        1. Securities

          Available-for-sale securities

          (Securities other than shares, etc. that do not have a market price)

          Stated at fair value (Differences in valuation are included directly in net assets and the cost of securities sold is calculated by the moving average method.)

          (Shares, etc. that do not have a market price)

          Stated at cost based on the moving average method.

        2. Inventories

          Stated principally at cost by the specific identification method or at cost by the weighted average cost method (the method of writing down book value in accordance with decreased profitability).

      2. Depreciation method of significant depreciable assets

        1. Property, plant and equipment

          Property, plant and equipment are depreciated principally by the declining-balance method. However, for the Company and its domestic consolidated subsidiaries, buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016 are depreciated using the straight-line method.

        2. Intangible assets

          Intangible assets are amortized principally by the straight-line method. Software for internal use is amortized over its internal estimated useful life (5 years) using the straight-line method.

      3. Basis of recording significant provisions

        1. Allowance for doubtful accounts

          The Company records allowance for doubtful accounts to prepare for possible losses on receivables or loans based on the historical default rates for ordinary receivables and on estimates of collectability for specific doubtful receivables.

        2. Warranty reserves

          The Company records warranty reserves to allocate the accrual of warranty costs of the Company's goods to the net sales of the period based on historical experience. Additionally, necessary amounts are estimated individually for specific cases.

      4. Other important matters forming the basis of preparation of the consolidated financial statements

        1. Method of accounting for retirement benefits

          • Method of attributing the projected retirement benefits to periods

            The benefit formula basis is applied as the method for attributing the expected retirement benefits to periods of service for the calculation of the retirement benefit obligation.

          • Method of amortization of actuarial differences and past service cost

            Actuarial gain or loss is amortized in the year following the year in which the gain or loss is recognized primarily by the straight-line method over a period (10 years) which is shorter than the estimated average remaining years of service of the eligible employees.

            Past service cost is amortized as incurred by the straight-line method over a period (10 years) which is shorter than the estimated average remaining years of service of the eligible employees.

        2. Significant revenue and expense recognition standards

          The details of the main performance obligations in the major divisions related to revenue from contracts with customers of the Company and the Company's consolidated subsidiaries and the timing at which the Company typically satisfies these performance obligations are as follows.

          1. FA division, ROBOT division and ROBOMACHINE division

            In the FA division, ROBOT division and ROBOMACHINE division, the Company mainly develops, manufactures and sells products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

            Regarding the sale of these products, excluding export transactions, revenue is recognized mainly when the customer accepts the product because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when the products are transferred to and accepted by the customer. For export transactions, revenue is recognized when risk is transferred to the customer based on trade conditions, etc. because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when risk is transferred to the customer based on trade conditions, etc.

            In the ROBOT division, at certain consolidated subsidiaries, robots are manufactured and sold based on contracts with customers who have set multiple milestones to measure the progress of performance obligations, such as product development, design and installation, and revenue is recognized over a period of time according to the achievement status of these milestones agreed upon in the contract with the customer.

          2. Service division

          In the Service division, the Company provides maintenance services and maintenance contracts for products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

          Regarding maintenance services, the Company has determined that it is a performance obligation to complete maintenance based on contracts with customers and make Company products available to customers, and revenue is mainly recognized when the customer accepts maintenance services. Regarding maintenance contracts, the Company has determined that it is a performance obligation to provide customers with maintenance services that are always available based on the contract, and revenue is recognized evenly over the period of the maintenance contract for the transaction amount in the contract with the customer.

        3. Basis for the translation of foreign currency denominated assets and liabilities into Japanese yen Monetary assets and liabilities denominated in foreign currency are translated into Japanese yen at the spot exchange rate on the closing date and translation differences are recognized as profit or loss in the corresponding fiscal year. Assets and liabilities of overseas subsidiaries and affiliates are translated into Japanese yen at the spot exchange rate on the closing date while revenue and expenses are translated into Japanese yen at the average exchange rate for the period and exchange differences are included in foreign currency translation adjustment under net assets.

‌Notes to changes in presentation methods
  1. Consolidated balance sheet

"Electronically recorded monetary claims - operating," which were included in "Notes receivable, trade" under "Current assets" in the previous fiscal year, have been presented separately in the current fiscal year due to increased quantitative materiality.

‌Notes to accounting estimates

Impairment of property, plant and equipment and intangible assets

  1. Amount recorded in the consolidated financial statements for the fiscal year under review

    Given a significant decline in the market price of the land of Headquarters offices (carrying amount in the consolidated balance sheet: 80,078 million yen), which is categorized into jointly used assets, the Company has determined that there is an indication of impairment for jointly used assets.

  2. Other information that contributes to understanding of accounting estimates

Since there is an indication of impairment for jointly used assets, the Company conducted a test to determine whether an impairment loss related to jointly used assets needs to be recognized with a larger unit that covers jointly used assets and multiple asset groups related to the jointly used assets. As a result of the test, the total amount of undiscounted future cash flows was found to exceed the carrying amount, and thus no impairment loss was recognized.

Although the assumptions used for these estimates are the best estimates at this point, uncertain economic conditions and the Group's business standing in the future may have a material impact on estimated future cash flows.

‌Notes to the consolidated balance sheet
  1. Accumulated depreciation of property, plant and equipment: 587,009 million yen

‌Notes to consolidated statement of changes in net assets
  1. Class and number of shares outstanding as of March 31, 2026 Common shares: 982,383,493 shares

  2. Dividends

    1. Amount of dividends paid

      Resolution

      Class of shares

      Total amount of dividends (Millions of yen)

      Dividend per share

      Record date

      Effective date

      Ordinary General Meeting of Shareholders

      held on June 27, 2025

      Common shares

      46,551

      49.88 yen

      March 31,

      2025

      June 30,

      2025

      Meeting of the Board of Directors held on October 31, 2025

      Common shares

      47,899

      51.33 yen

      September 30, 2025

      December 1, 2025

      Total

      94,450

    2. Dividends for which the record date falls in the fiscal year under review while the effective date will be in the next fiscal year

      The Company will present the following proposal on dividends for common stock at the Ordinary General Meeting of Shareholders to be held on June 25, 2026.

      1. Total amount of payout: 52,033 million yen

      2. Dividend per share: 55.76 yen

      3. Record date: March 31, 2026

      4. Effective date: June 26, 2026 The source of dividends is expected to be retained earnings.

‌Notes to financial instruments
  1. Status of financial instruments

    1. Basic policy to manage financial instruments

      The Group relies on its resources to finance operations and does not raise funds from external resources. In addition, the Group does not enter into any derivative contracts.

    2. Nature and extent of risks arising from financial instruments

      Deposits denominated in foreign currencies are exposed to the risk of exchange fluctuations. Receivables such as electronically recorded monetary claims - operating, trade notes and trade accounts are exposed to customer credit risk and receivables denominated in foreign currencies that arise from overseas operations are exposed to the market risk of fluctuation in foreign currency exchange rates. Marketable securities are negotiable certificates of deposits, which are easily convertible into cash and within three months, and thus are exposed to an insignificant risk of price fluctuations. Investment securities, which mainly consist of stocks in companies with business relationships, are exposed to the risk of market price fluctuations. Payables such as trade notes and trade accounts are due within one year.

    3. Risk management for financial instruments

      1. Credit risk (Risk of default, etc. of customers)

        The Group, in accordance with the rules on receivables management, periodically monitors the status of key customers and manages the due dates and the balances of receivables by customer, to ensure early detection and mitigation of any concerns over collection associated with the deterioration of their financial position.

      2. Market risk (Risk of fluctuation of exchanges rates, etc.)

        The Group regularly monitors each yen equivalent of deposits denominated in foreign currencies to manage the market risk.

        The Group regularly monitors the market price and the financial condition of the issuer (business partner) with respect to its investment securities and continuously reviews the holding status by taking into account its relationship with the business partner.

  2. Fair value of financial instruments

    The carrying amounts on the consolidated balance sheet, the fair values, and the variance thereof, as of March 31, 2026 are summarized as follows.

    (Millions of yen)

    Carrying amount in the consolidated balance sheet

    Fair value

    Variance

    Marketable securities and investment

    securities

    Available-for-sale securities

    91,201

    91,201

    -

    Assets total

    91,201

    91,201

    -

    *1 "Cash and bank deposits," "notes receivables," "electronically recorded monetary claims - operating," "accounts receivables," "notes and accounts payables" and "accrued income taxes" are omitted because they comprise cash and short-term instruments whose carrying amount approximates its fair value.

    *2 Securities other than shares, etc. that do not have a market price are not included in "Marketable securities and investment securities." The carrying amounts of the relevant financial instruments are as follows.

    (Millions of yen)

    Classification

    Fiscal year under review

    Unlisted stocks

    167,886

    Redemption schedule of monetary claims and securities with maturities after the consolidated closing date

    (Millions of yen)

    Within 1 year

    1-5 years

    5-10 years

    Due after 10 years

    Cash and bank deposits

    717,704

    -

    -

    -

    Notes receivables

    5,631

    -

    -

    -

    Electronically recorded monetary claims - operating

    16,211

    -

    -

    -

    Accounts receivables

    148,933

    -

    -

    -

    Marketable securities and

    -

    -

    -

    investment securities

    Available-for-sale securities with maturity

    35,800

    -

    -

    -

    Total

    924,279

    -

    -

    -

  3. Fair value information by level within the fair value hierarchy

The fair value of financial instruments is classified into the following three levels according to the observability and materiality of inputs used to measure fair value.

Level 1 fair value: Fair value measured using observable inputs, i.e. quoted prices in active markets for assets or liabilities that are the subject of measurement.

Level 2 fair value: Fair value measured using observable inputs other than Level 1 inputs. Level 3 fair value: Fair value measured using unobservable inputs.

If multiple inputs are used that are significant to the fair value measurement, the fair value measurement is categorized in its entirety in the level of the lowest level input that is significant to the entire measurement.

Financial instruments measured at fair value

(Millions of yen)

Classification

Fair value

Level 1

Level 2

Level 3

Total

Marketable securities and

investment securities

Available-for-sale securities

Equity securities

51,839

-

-

51,839

Negotiable certificates of deposits

-

35,800

-

35,800

Other

3,562

-

-

3,562

Assets total

55,401

35,800

-

91,201

Note. A description of the valuation techniques and inputs used in the fair value measurements Marketable securities and investment securities

Listed shares are valued using quoted prices. As listed shares are traded in active markets, their fair value is classified as Level 1. On the other hand, marketable securities held by the Company are negotiable certificates of deposits (NCD), and as their fair values approximate their carrying amounts due to their short maturities, the carrying amounts are used as fair values. Therefore, their fair value is classified as Level 2.

‌Notes to revenue recognition
  1. Disaggregation of revenue from contracts with customers

    (Millions of yen)

    Division

    Total

    FA

    ROBOT

    ROBOMACHINE

    Service

    Japan

    50,120

    23,112

    10,250

    27,300

    110,782

    Americas

    5,393

    161,078

    9,174

    56,509

    232,154

    Europe

    15,341

    79,756

    16,284

    40,990

    152,371

    China

    77,687

    91,772

    55,638

    3,279

    228,376

    Asia (other than China)

    59,518

    17,798

    36,782

    10,125

    124,223

    Others

    419

    5,094

    1,472

    2,940

    9,925

    Revenue from contracts with customers

    208,478

    378,610

    129,600

    141,143

    857,831

    Sales to external customers

    208,478

    378,610

    129,600

    141,143

    857,831

    Note. Sales by region are classified by country or region based on the location of customers.

    Revenue generated from contracts with customers disaggregated by the time of revenue recognition is as follows.

    (Millions of yen)

    Division

    Total

    FA

    ROBOT

    ROBOMACHINE

    Service

    Goods or services transferred at a point in time

    208,412

    356,424

    128,327

    124,045

    817,208

    Goods or services transferred over time

    66

    22,186

    1,273

    17,098

    40,623

    Revenue from contracts with customers

    208,478

    378,610

    129,600

    141,143

    857,831

    Sales to external customers

    208,478

    378,610

    129,600

    141,143

    857,831

  2. Useful information in understanding revenue from contracts with customers

    1. FA division, ROBOT division and ROBOMACHINE division

      In the FA division, ROBOT division and ROBOMACHINE division, the Company mainly develops, manufactures and sells products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

      Regarding the sale of these products, excluding export transactions, revenue is recognized mainly when the customer accepts the product because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when the products are transferred to and accepted by the customer. For export transactions, revenue is recognized when risk is transferred to the customer based on trade conditions, etc. because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when risk is transferred to the customer based on trade conditions, etc.

      In the ROBOT division, at certain consolidated subsidiaries, robot systems are manufactured and sold based on contracts with customers who have set multiple milestones to measure the progress of performance obligations, such as product development, design and installation, and revenue is recognized over a period of time according to the achievement status of these milestones agreed upon in the contract with the customer.

      In the FA division, ROBOT division and ROBOMACHINE division, there are no contracts that include variable consideration because the transaction price is decided at the time the contract is made. The consideration for the transaction is received within approximately two months after the acceptance of products is completed, and no significant financial factors are adjusted for the receivables based on the contract with the customer.

      Moreover, in the product sales contracts in the FA division, ROBOT division and ROBOMACHINE division, the Company has a product warranty obligation to repair or replace a product free of charge for issues caused by product defects that occur within a certain period of time after the product is accepted (varies by product and region, but generally within one to two years). As this warranty obligation provides the customer with a guarantee that the product will function as intended in accordance with the specifications set forth in the contract with the customer, it is not identified as a separate performance obligation but is recognized as warranty reserves. If, in addition to the warranty that the product complies with the agreed specifications, an extended warranty is provided, a separate paid maintenance contract is concluded, and revenue is recognized evenly over the period of the maintenance contract in the Service division.

    2. Service division

      In the Service division, the Company provides maintenance services and maintenance contracts for products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

      Regarding maintenance services, the Company has determined that it is a performance obligation to complete maintenance based on contracts with customers and make the Company's products available to customers, and revenue is mainly recognized when the customer accepts maintenance services.

      Regarding maintenance contracts, the Company has determined that it is a performance obligation to provide customers with maintenance services that are always available based on the contract, and revenue is recognized evenly over the period of the maintenance contract for the transaction amount in the contract with the customer.

      In the Service division, there are no contracts that include variable consideration because the transaction price is fixed at the start of revenue recognition. The consideration for the transaction is received within approximately two months after the acceptance of maintenance service is completed or the maintenance contract is concluded, and no significant financial factors are adjusted for the receivables based on the contract with the customer.

  3. Information in understanding the amount of revenue for the fiscal year under review and the following fiscal years

    1. Balance of contract liabilities, etc.

      (Millions of yen)

      Fiscal year under review (March 31, 2026)

      Receivables from contracts with customers (beginning balance)

      156,437

      Receivables from contracts with customers (ending balance)

      170,775

      Contract liabilities (beginning balance)

      26,785

      Contract liabilities (ending balance)

      35,173

      Mainly in the FA division, ROBOT division and ROBOMACHINE division, contract liabilities relate to advance payments (included in "other current liabilities" in current liabilities) received from the customer at the time of ordering for a sales contract where revenue is recognized at the time of the customer's acceptance. In the Service division, regarding maintenance contracts with customers where revenue is recognized over the period of the maintenance contract, contract liabilities relate to advance payments for the maintenance contract period received from the customer based on the contract to receive the transaction price for the maintenance contract period in a lump sum at the time the contract is made. Contract liabilities are reversed upon recognition of revenue.

      Of the amount of revenue recognized in the fiscal year under review, the amount included in the balance of contract liabilities at the beginning of the period is 24,925 million yen.

    2. Transaction price allocated to the remaining performance obligations

      The Company and its consolidated subsidiaries have applied the practical expedient to the notes on transaction prices allocated to the remaining performance obligations, and do not disclose contracts with an original expected duration of one year or less. These performance obligations are mainly related to maintenance contracts in the Service division and the manufacture and sale of robot systems in the ROBOT Division. The total transaction price allocated to the remaining performance obligations and the time frame the Company expects to recognize the amount of revenue are as follows.

      (Millions of yen)

      Period

      Fiscal year under review

      (March 31, 2026)

      Within 1 year

      56,053

      Over 1 year

      12,651

      Total

      68,704

      ‌Notes to per share information

      Net assets per share 1,998.45 yen

      Net income per share 178.47 yen

      ‌Significant subsequent events

      (Share Buyback)

      At the meeting of the Board of Directors held on April 24, 2026, the Company resolved the repurchase of its common shares pursuant to Article 156 of the Companies Act as applied pursuant to paragraph 3 of Article 165 of the Companies Act, as described below.

      1. Purpose of share buyback:

        To maintain the flexibility and mobility of the Company's capital policy, in response to changes in the management environment.

      2. Summary of share buyback:

        1. Class of shares to be repurchased Company common shares

        2. Total number of shares to be repurchased Up to 10 million shares

          (1.07% of outstanding shares*)

        3. Aggregate amount of shares to be repurchased Up to 50 billion yen

        4. Method of share buyback Market purchase on the Tokyo Stock Exchange

        5. Buyback period May 1, 2026 - April 30, 2027

      *Excluding treasury stock

  4. Non-Consolidated Statement of Changes in Net Assets

    (From April 1, 2025 to March 31, 2026)

    (Millions of yen)

    Shareholders' equity

    Common stock

    Capital surplus

    Legal capital surplus

    Other capital surplus

    Total capital surplus

    Balance at April 1, 2025

    69,014

    96,057

    -

    96,057

    Changes during the year

    Reversal of reserve for reduction entry

    Dividends of surplus

    Net income

    Purchase of treasury stock

    Disposal of treasury stock

    69

    69

    Retirement of treasury stock

    (69)

    (69)

    Net change except shareholders' equity during the year

    Total changes during the year

    -

    -

    -

    -

    Balance at March 31, 2026

    69,014

    96,057

    -

    96,057

    Shareholders' equity

    Retained earnings

    Legal retained earnings

    Other retained earnings

    Total retained earnings

    Reserve for research and development

    Reserve for reduction entry

    General reserve

    Retained earnings brought forward

    Balance at April 1, 2025

    8,252

    311,800

    28

    303,580

    567,445

    1,191,105

    Changes during the year

    Reversal of reserve for reduction entry

    (2)

    2

    -

    Dividends of surplus

    (94,450)

    (94,450)

    Net income

    160,479

    160,479

    Purchase of treasury stock

    Disposal of treasury stock

    Retirement of treasury stock

    (36,422)

    (36,422)

    Net change except shareholders' equity during the year

    Total changes during the year

    -

    -

    (2)

    -

    29,609

    29,607

    Balance at March 31, 2026

    8,252

    311,800

    26

    303,580

    597,054

    1,220,712

    Shareholders' equity

    Valuation and translation adjustments

    Total net assets

    Treasury stock, at cost

    Total shareholders' equity

    Valuation difference on available-for-sale securities

    Total valuation and translation adjustments

    Balance at April 1, 2025

    (173,859)

    1,182,317

    14,224

    14,224

    1,196,541

    Changes during the year

    Reversal of reserve for reduction entry

    -

    -

    Dividends of surplus

    (94,450)

    (94,450)

    Net income

    160,479

    160,479

    Purchase of treasury stock

    (553)

    (553)

    (553)

    Disposal of treasury stock

    119

    188

    188

    Retirement of treasury stock

    36,491

    -

    -

    Net change except shareholders' equity during the year

    13,845

    13,845

    13,845

    Total changes during the year

    36,057

    65,664

    13,845

    13,845

    79,509

    Balance at March 31, 2026

    (137,802)

    1,247,981

    28,069

    28,069

    1,276,050

  5. ‌Notes to the Non-Consolidated Financial Statements

Notes to significant accounting policies
  1. Valuation standards and valuation methods of securities Shares of subsidiaries and affiliates

    Stated at cost based on the moving average method Available-for-sale securities

    (Securities other than shares, etc. that do not have a market price)

    Stated at fair value (Differences in valuation are included directly in net assets and the cost of securities sold is calculated by the moving average method.)

    (Shares, etc. that do not have a market price)

    Stated at cost based on the moving average method.

  2. Valuation standards and valuation methods of inventories

    Finished goods and work in progress: Stated at cost by the specific identification method or at cost by the weighted average cost method (the method of writing down book value in accordance with decreased profitability.)

    Raw materials: Stated at cost determined by the weighted average cost method (the method of writing down book value in accordance with decreased profitability.)

    Supplies: Stated at cost determined by the first-in-first-out method.

  3. Depreciation method of noncurrent assets

    1. Property, plant and equipment

      Property, plant and equipment are depreciated by the declining-balance method. However, buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016 are depreciated using the straight-line method.

    2. Intangible assets

      Intangible assets are amortized by the straight-line method. Software for internal use is amortized over its internal estimated useful life (5 years) using the straight-line method.

  4. Basis for recording provisions

    1. Allowance for doubtful accounts

      The Company records allowance for doubtful accounts to prepare for possible losses on receivables or loans based on the historical default rates for ordinary receivables and on estimates of collectability for specific doubtful receivables.

    2. Warranty reserves

      The Company records warranty reserves to allocate the accrual of warranty costs of the Company's goods to the net sales of the period based on historical experience. Additionally, necessary amounts are estimated individually for specific cases.

    3. Allowance for employees' retirement benefits

      The Company records a provision for retirement benefits to provide retirement benefits to employees based on the projected amount of retirement benefit obligations and pension assets at the end of the fiscal year under review.

      Allowance for employees' retirement benefits and defined benefit cost are accounted for as follows.

      1. Method of attributing the projected retirement benefits to periods

        The benefit formula basis is applied as the method for attributing the expected retirement benefits to period of service for the calculation of the retirement benefit obligation.

      2. Method of amortization of actuarial differences and past service cost

        Actuarial gain or loss is amortized in the year following the year in which the gain or loss is recognized primarily by the straight-line method over a period (10 years) which is shorter than the estimated average remaining years of service of the eligible employees.

        Past service cost is amortized as incurred by the straight-line method over a period (10 years) which is shorter than the estimated average remaining years of service of the eligible employees.

        The accounting treatment of unrecognized actuarial differences and unrecognized past service cost is different from that used in the Group's consolidated balance sheet.

  5. Revenue and expense recognition standards

The details of the main performance obligations in the major divisions related to revenue from contracts with customers of the Company and the timing at which the Company typically satisfies these performance obligations are as follows.

  1. FA division, ROBOT division and ROBOMACHINE division

    In the FA division, ROBOT division and ROBOMACHINE division, the Company mainly develops, manufactures and sells products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

    Regarding the sale of these products, excluding export transactions, revenue is recognized mainly when the customer accepts the product because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when the products are transferred to and accepted by the customer. For export transactions, revenue is recognized when risk is transferred to the customer based on trade conditions, etc. because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when risk is transferred to the customer based on trade conditions, etc.

  2. Service division

In the Service division, the Company provides maintenance services and maintenance contracts for products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

Regarding maintenance services, the Company has determined that it is a performance obligation to complete maintenance based on contracts with customers and make the Company's products available to customers, and revenue is mainly recognized when the customer accepts maintenance services. Regarding maintenance contracts, the Company has determined that it is a performance obligation to provide customers with maintenance services that are always available based on the contract, and revenue is recognized evenly over the period of the maintenance contract for the transaction amount in the contract with the customer.

‌Notes to changes in presentation methods
  1. Non-consolidated balance sheet

"Electronically recorded monetary claims - operating," which were included in "Notes receivable, trade" under "Current assets" in the previous fiscal year, have been presented separately in the current fiscal year due to increased quantitative materiality.

‌Notes to accounting estimates

Impairment of property, plant and equipment and intangible assets

  1. Amount recorded in the non-consolidated financial statements for the fiscal year under review

    Given a significant decline in the market price of the land of Headquarters offices (carrying amount in the non-consolidated balance sheet: 80,078 million yen), which is categorized into jointly used assets, the Company has determined that there is an indication of impairment for jointly used assets.

  2. Other information that contributes to understanding of accounting estimates

Same as "2. Other information that contributes to understanding of accounting estimates" in "Notes to accounting estimates, Notes to the Consolidated Financial Statements."

‌Notes to non-consolidated balance sheet
  1. Accumulated depreciation of property, plant and equipment: 509,833 million yen

  2. Monetary receivables from and payables to subsidiaries and affiliates

Short-term monetary receivables: 57,481 million yen

Short-term monetary payables: 2,026 million yen

Long-term monetary receivables: 150 million yen

‌Notes to non-consolidated statement of income
  1. Transactions with subsidiaries and affiliates

    Sales to subsidiaries and affiliates: 425,425 million yen

    Purchases from subsidiaries and affiliates: 12,129 million yen Non-operating transactions with subsidiaries and affiliates: 74,893 million yen

    ‌Notes to non-consolidated statement of changes in net assets

    Class and number of shares of treasury stock at the end of the fiscal year under review Common share: 49,224,684 shares

    ‌Notes to tax effect accounting

    Breakdown of major causes for deferred tax assets and deferred tax liabilities Deferred tax assets

    Allowance for employees' retirement benefits 13,131 million yen

    Depreciation 13,106 million yen

    Accrued enterprise taxes 1,384 million yen

    Accrued expenses 4,732 million yen

    Investment securities 755 million yen

    Other 8,619 million yen

    Gross deferred tax assets 41,727 million yen

    Valuation allowance (1,228) million yen

    Total deferred tax assets 40,499 million yen

    Deferred tax liabilities

    Valuation difference on available-for-sale securities (11,382) million yen Other (28) million yen

    Total deferred tax liabilities (11,410) million yen Net deferred tax assets 29,089 million yen

    ‌Notes to related-party transactions

    Subsidiaries and affiliated companies

    Type

    Company name or name

    Ratio of voting rights ownership (owned)

    Relationship with related party

    Details of the transaction

    Transaction amount (Millions of yen)

    Account

    Balance as of March 31, 2026

    (Millions of yen)

    Subsidiary

    FANUC

    America Corporation

    (Ownership) Direct 100%

    Sales of the Company's products

    Sales of FA, Robots, and Robomachines (note)

    84,779

    Accounts receivable, trade

    13,032

    Subsidiary

    FANUC

    Europe Corporation

    (Ownership) Direct 100%

    Sales of the Company's products

    Sales of FA, Robots, and Robomachines (note)

    66,556

    Accounts receivable, trade

    5,347

    Affiliate

    BEIJING-FANUC

    Mechatronics CO., LTD.

    (Ownership) Direct 50%

    Sales of the Company's products

    Sales of FA (note)

    76,568

    Accounts receivable, trade

    8,397

    Affiliate

    SHANGHAI

    -FANUC

    Robotics CO., LTD.

    (Ownership) Direct 50%

    Sales of the Company's products

    Sales of Robots (note)

    89,283

    Accounts receivable, trade

    16,955

    Transaction terms and policy for determining transaction terms

    Type

    Company name or name

    Ratio of voting rights ownership (owned)

    Relationship with related party

    Details of the transaction

    Transaction amount (Millions of yen)

    Account

    Balance as of March 31, 2026

    (Millions of yen)

    Officer

    Kenji Yamaguchi

    (Owned) Direct 0.0%

    Representative Director, President of the Company

    In-kind contribution of monetary compensation claims

    (note)

    36

    -

    -

    Ryuji Sasuga

    (Owned) Direct 0.0%

    Director, Senior Managing Officer of the Company

    In-kind contribution of monetary compensation claims

    (note)

    13

    -

    -

    Note. Transaction prices are determined by taking into account general market prices. Officers and major individual shareholders

    Transaction terms and policy for determining transaction terms

    Note. They are in-kind contributions of monetary compensation claims based on the restricted stock remuneration system.

    The details of the allotment of restricted stock are determined after thorough consideration of various factors such as contributions made by eligible Directors and Managing Officers, and the policy for determining details of remuneration, etc. for individual Directors and Managing Officers of the Company.

    ‌Notes to revenue recognition

    Useful information in understanding revenue from contracts with customers

    1. FA division, ROBOT division and ROBOMACHINE division

      In the FA division, ROBOT division and ROBOMACHINE division, the Company mainly develops, manufactures and sells products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

      Regarding the sale of these products, excluding export transactions, revenue is recognized mainly when the customer accepts the product because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when the products are transferred to and accepted by the customer. For export transactions, revenue is recognized when risk is transferred to the customer based on trade conditions, etc. because it is judged that the customer gains control over the product and the performance obligations are deemed satisfied when risk is transferred to the customer based on trade conditions, etc.

      In the FA division, ROBOT division and ROBOMACHINE division, there are no contracts that include variable consideration because the transaction price is decided at the time the contract is made. The consideration for the transaction is received within approximately two months after the acceptance of products is completed, and no significant financial factors are adjusted for the receivables based on the contract with the customer.

      Moreover, in the product sales contracts in the FA division, ROBOT division and ROBOMACHINE division, the Company has a product warranty obligation to repair or replace a product free of charge for issues caused by product defects that occur within a certain period of time after the product is accepted (varies by product and region, but generally within one to two years). As this warranty obligation provides the customer with a guarantee that the product will function as intended in accordance with the specifications set forth in the contract with the customer, it is not identified as a separate performance obligation and is recognized as warranty reserves. If, in addition to the warranty that the product complies with the agreed specifications, an extended warranty is provided, a separate paid maintenance contract is concluded, and revenue is recognized evenly over the period of the maintenance contract in the Service division.

    2. Service division

In the Service division, the Company provides maintenance services and maintenance contracts for products such as CNC systems (CNC and servo motors), Lasers, Robots (including robot systems), and Robomachines (ROBODRILLs (compact machining centers), ROBOSHOTs (electric injection molding machines), and ROBOCUTs (wire electrical-discharge machines)).

Regarding maintenance services, the Company has determined that it is a performance obligation to complete maintenance based on contracts with customers and make the Company's products available to customers, and revenue is mainly recognized when the customer accepts maintenance services.

Regarding maintenance contracts, the Company has determined that it is a performance obligation to provide customers with maintenance services that are always available based on the contract, and revenue is recognized evenly over the period of the maintenance contract for the transaction amount in the contract with the customer.

In the Service division, there are no contracts that include variable consideration because the transaction price is fixed at the start of revenue recognition. The consideration for the transaction is received within approximately two months after the acceptance of maintenance service is completed or the maintenance contract is concluded, and no significant financial factors are adjusted for the receivables based on the contract with the customer.

‌Notes to per share information

Net assets per share 1,367.45 yen

Net income per share 171.97 yen

‌Significant subsequent events

(Share Buyback)

At the meeting of the Board of Directors held on April 24, 2026, the Company resolved the repurchase of its common shares pursuant to Article 156 of the Companies Act as applied pursuant to paragraph 3 of Article 165 of the Companies Act, as described below.

  1. Purpose of share buyback:

    To maintain the flexibility and mobility of the Company's capital policy, in response to changes in the management environment.

  2. Summary of share buyback:

    1. Class of shares to be repurchased Company common shares

    2. Total number of shares to be repurchased Up to 10 million shares

      (1.07% of outstanding shares*)

    3. Aggregate amount of shares to be repurchased Up to 50 billion yen

    4. Method of share buyback Market purchase on the Tokyo Stock Exchange

    5. Buyback period May 1, 2026 - April 30, 2027

*Excluding treasury stock

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