(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 thetranslation.
(Securities code: 6954)
June 6, 2014

To Our Shareholders
Yoshiharu Inaba
President and Chief Executive Officer

FANUC CORPORATION
3580, Shibokusa Aza-Komanba, Oshino-mura,
Minamitsuru-gun, Yamanashi Prefecture

Notice of Convocation of
The 45th Ordinary General Meeting of Shareholders
Dear Shareholders,
You are cordially invited to attend the 45th Ordinary General Meeting of Shareholders of FANUC CORPORATION.
The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods.
Hence, please review the Reference Materials for the Ordinary General Meeting of Shareholders and exercise yourvoting rights by 5:00 p.m. (Japan time), Thursday, June 26, 2014.
[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 theform to us by the above-mentioned deadline.
[Exercise of voting rights by electronic methods (the Internet)]
Please access the website (http://www.tosyodai54.net) and enter your votes for or against each of the proposals inaccordance with the guidance on the screen by the above-mentioned deadline. If you have any questions, please contact theadministrator of FANUC CORPORATION’s shareholder register, Tokyo Securities Transfer Agent Co., Ltd. (Phone:
0120-88-0768).
Description
1. Date:Friday, June 27, 2014, 10:00 a.m.

2. Place:

Main Hall, FANUC Headquarters, 3580, Shibokusa Aza-Komanba, Oshino-mura,
Minamitsuru-gun, Yamanashi Prefecture

3. Agenda of the Meeting
Matters to be reported:

Report on the business report, the non-consolidated financial statements, theconsolidated financial statements and the results of audit of the consolidated financial
statements by the Independent Auditors and the Board of Auditors for the 45th fiscal
year (from April 1, 2013 to March 31, 2014).

Matters to be resolved:
Item 1: Dividend for the Second Half of Fiscal 2013
Item 2: Partial Amendment to the Articles of Incorporation
Item 3: Election of twelve (12) Directors
Item 4: Election of one (1) Auditor
Item 5: Revision of the Annual Amount of Remuneration Payable to Auditors
4. Other Matters Determined Concerning the General Meeting of Shareholders(1) If voting rights are exercised by both the enclosed Voting Rights Exercise Form and the electronic method, the votes
exercised by the electronic method shall be effective.
(2) If voting rights are exercised twice or more by electronic methods, the votes last exercised shall be effective.
* When attending the meeting, please hand the enclosed Voting Rights Exercise Form to the receptionist.
* Part of the Attachments to the Notice of Convocation of the General Meeting of Shareholders to be provided to you shallbe deemed to be delivered to you by posting them on our Internet website (http://www.fanuc.co.jp).
* In the event of any revision of the Attachments to the Notice of Convocation of the General Meeting of Shareholders andthe Reference Materials for the Ordinary General Meeting of Shareholders, it will be posted on our Internet website(http://www.fanuc.co.jp).
1Attachments to the Notice of Convocation of the General Meeting of Shareholders
BUSINESS REPORT(April 1, 2013 through March 31, 2014)
1.

Matters concerning the situations of FANUC Group(1) Business trends and achievements
In the first half of the 2013 fiscal year, though there was favorable activity such as the American market remaining in goodcondition, demands remained weak as a whole with the Chinese market being slow to recover and Japanese and European
markets being stagnant.
In the second half, however, business gradually entered into an upward trend as market conditions recovered due to thedepreciation of the yen becoming effective and increase in facility investments in the manufacturing industry.
Under these circumstances, the FANUC Group set up a new scheme in which business divisions were established for eachproduct line consisting of FA, Robots and ROBOMACHINEs. The relevant development laboratories and sales
departments were placed under the supervision of each division, which is headed by a general manager who oversees theentire division. With this arrangement, FANUC has returned to its origins, whereby development laboratories collaborateclosely with sales departments, focusing on their distinctive product’s market, to understand customers’ requirements
quickly and correctly and immediately reflect these in product development. The new arrangement contributes to thefurther promotion of high performance and intelligence of products while sticking to the basics of high reliability inresearch and development. As for manufacturing, FANUC has continued to enhance productivity through robotization.
With these activities, best efforts were made to improve competitiveness.
As a result, during the fiscal year ended March 31, 2014, FANUC posted consolidated net sales totaling ¥450,976 million,
down 9.5%, consolidated ordinary income totaling ¥174,360 million, down 8.8%, and consolidated net income totaling¥110,930 million, down 7.9%, compared with the previous fiscal year.
Following is a summary of results for each business group:[FA Group]
The machine tool industries, the primary market for FANUC CNC systems, generally remained in a difficult condition
domestically and abroad. In the second half of the period, however, demands picked up due to the stabilization of the weak
Japanese yen and other factors, and sales of FANUC CNC systems which had continued to face difficult conditions, showed
moderate signs of recovery.
New developments in FANUC CNC include the “FANUC Series 0i MODEL F” which is an upgrade to the highly reliable
and exceedingly cost-effective “FANUC Series 0i-MODEL D.” The new series boast improvements in operability andreliability as well as substantial renovations in basic performance. New functions have also been added to boost the level ofthe “FANUC Series 30i/31i/32i/35i-MODEL B”, which are the world’s highest class performance CNCs, and the “FANUC
Power Motion i-MODEL A”, which is a CNC for general industrial machinery.
In the field of Servo, the new SERVO MOTOR MODELS αi and βi Series were introduced. These motors canaccommodate axis feeds of all kinds of machine tools with improvements in feeding smoothness and water resistance.
Furthermore, the “SERVO HRV+ Control” was newly developed to realize high quality and high precision in machining
molds and parts.
FANUC laser sales initially remained stagnant domestically and abroad, but showed signs of recovery in the second half ofthe period.
New developments in laser included the enhancement of control functions, such as the level-up of power-saving functionsof the high-performance, high-functionality, and high-reliability CO2 laser oscillator, “FANUC Laser C series.”2

As a result, the FA Group posted consolidated sales of ¥222,643 million, up 11.3 % compared with the previous fiscal year.
FA Group sales accounted for 49.4 % of consolidated net sales.

[Robot Group]
The sales of robots in the domestic automobile industry was negatively affected by the slow period in facility investments inthis industry, but increased for general industries. Regarding overseas markets, sales remained in good condition in theAmerican market and showed clear signs of recovery in the second half of the period in European markets which had been
weak. There was also much activity in the Chinese market.
In the field of development, the Robot Group upgraded the highly reliable, cost-effective and intelligent “FANUC Robot
R-2000iB series”, which is held in high esteem worldwide, to the “FANUC Robot R-2000 iC series.” This new series has
improved speed and operability while retaining compatibility with the preceding series. This upgrade significantly
improves productivity. The “Bin Picking Robot” was also enhanced to handle a larger variety of parts with the developmentof a hand that can automatically pick up parts of various shapes and sizes. Furthermore, new models with more axes andarm lengths were developed for the “Genkotsu・ROBOT series”, offering more expandability in workpieces requiring
posture changes or assembly applications. New developments also included a variety of new models and new features ofthe multi-purpose mini robot, LR Mate 200iD, enabling its use in diverse work environments.
The Robot Group posted consolidated sales of ¥146,866 million, up 23.3 % compared with the previous fiscal year. Robot
Group sales accounted for 32.6 % of consolidated net sales.
[ROBOMACHINE Group]
The sales of the ROBODRILL (small machining center) was stable in the Japanese market and was in good condition
overseas. Still, compared to last year when there was a momentary rise in demand from a specific segment in the IT
industry, annual sales decreased sharply. At the end of the fiscal year, however, there was another substantial increase indemand from a certain segment of the IT industry, and this has started showing momentary and short-term increase in sales.
In the area of development, functionalities were increased to satisfy overseas safety regulations and other requirements ofcustomers.
The sales of the ROBOSHOT (electric injection molding machine) increased steadily both in Japan and abroad.
New developments in FANUC ROBOSHOT included the addition of a 250 tonnage and 300 tonnage clamping force to the“FANUC ROBOSHOT α-SiA series”, completing the product lineup.
The sales of the ROBOCUT (wire-cut electric discharge machine) also increased steadily both in Japan and abroad.
New developments included the “FANUC ROBOCUT CCR” which is a high precision, compact turntable for the “FANUC
ROBOCUT α-CiA series.” This turntable facilitates the machining of complicated parts, such as medical equipment.
As to the ROBONANO (ultra precision Nano Machine) sales activities were reinforced to make inroads in overseas
markets, and progress has been made.
Moreover, functions were developed to accommodate overseas safety regulations and to improve operability.
The ROBOMACHINE Group posted consolidated sales of ¥81,467 million, down 54.5 % compared with the previous
fiscal year. ROBOMACHINE Group sales accounted for 18.0 % of consolidated net sales.
[Research and Development]
FANUC's CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser Laboratory, ROBOTLaboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory, ROBOCUT Laboratory and ROBONANO Research
Department focused on developing various new competitive products and features by enhancing “high performance” and"intelligence" based on high-reliability, and successfully launched them into the market.
3

FANUC's Basic Laboratory engaged in research and development of next-generation element technologies applicable to
FANUC products.
(2) Capital Investment
New factories were built for machining Robot and ROBOMACHINE parts at FANUC Headquarters. In addition, a wide
variety of capital investment was made to increase production capacity and to enhance the robotization of production.
(3) Financing
No external funding was required since FANUC met all of its funding requirements in the fiscal year under review with its
own resources.
(4) Challenges and Countermeasures
In the months ahead, though increase in sales is expected for the first half of the period due to the short-term rise in demandin a certain segment of the IT industry, the outlook for the entire period continues to be unpredictable as special demands
may be absent and there is uncertainty about the economies of emerging countries, etc.
In order to deal with such circumstances, the three business divisions of the FANUC Group -- FA, Robot andROBOMACHINE -- will enforce collaboration between their development laboratories and sales departments under the
direction of their individual general managers. Together with FANUC’s overseas subsidiaries and affiliated companies, the
FANUC Group will function as a whole to grasp the needs of customers quickly and correctly to enhance capabilities fordeveloping products, and promote higher performance and intelligence of products adhering to the basics of high reliability.
FANUC shall also continue to enhance productivity through robotization of its production processes. We believe that
continuing such steadfast efforts will lead to the increase in market shares and growth in sales while retaining a strong
company character.
Thank you for your continued support and assistance to FANUC.

4

(5) Assets and Profits
1) The FANUC GroupItem
Net sales
Ordinary income
Net income
Net income per share
Total assets
Net assets(Yen)

FY 2010(42nd term)
446,201
195,434
120,155
613.75
1,013,000
894,494

FY 2011(43rd term)
538,492
228,578
138,819709.201,130,625
985,322

FY 2012(44th term)
498,395
191,242
120,484615.591,219,113
1,094,129(Millions of yen)
FY 2013(45th term)
450,976
174,360
110,930
566.86
1,343,904
1,199,863

FY 2010(42nd term)
379,933
173,992
106,005
541.47887,917795,764

FY 2011(43rd term)
464,108
224,643
142,021725.57
1,011,993
895,533

FY 2012(44th term)
407,289
172,402111,182568.06
1,062,070
967,989(Millions of yen)
FY 2013(45th term)
324,469
133,428
86,998444.56
1,118,523
1,025,253

2) The Company
Item
Net sales
Ordinary income
Net income
Net income per share
Total assets
Net assets(Yen)(6) Principal Businesses
The principal businesses of the FANUC Group are the development, manufacture, sale, and maintenance service of the
products described in the following table:Group
FA Group
Robot GroupROBOMACHINE Group

Main products
CNC systems (CNC and servo motors), lasers
Robots (including robot systems)
ROBODRILL (small machining centers), ROBOSHOT (electric injection molding
machines), ROBOCUT (wire-cut EDMs), ROBONANO (ultra-precision nanomachines)(7) Principal Sites
Head office
Laboratories

Branches

Factories

Training Centers

Oshino-mura, Minamitsuru-gun, Yamanashi Prefecture
CNC Hardware Laboratory, CNC Software Laboratory, SERVO Laboratory, Laser
Laboratory, ROBOT Laboratory, ROBODRILL Laboratory, ROBOSHOT Laboratory,
ROBOCUT Laboratory, ROBONANO Research Department, Basic Laboratory(Oshino-mura and Yamanakako-mura, Minamitsuru-gun, Yamanashi Prefecture)
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)
Headquarters Factory (Oshino-mura and Yamanakako-mura, Minamitsuru-gun,
Yamanashi Prefecture), Tsukuba Factory (Chikusei City), Hayato Factory (Kirishima
City)
FANUC Training Center, FANUC Management Institute (Yamanakako-mura,
Minamitsuru-gun, Yamanashi Prefecture)(8) Employees
Number of employees

The Company
The FANUC Group
5

2,661
5,469

(9) Principal Subsidiaries and Affiliated Companies① Principal Subsidiaries
Percentage of equity
Company name
Capital stock
participation (%)
FANUC America
Corporation

US$157,300
thousand100

FANUC Europe
Corporation€ 109,961
thousand100

KOREA FANUCCORPORATION

Won 32,364 million

TAIWAN FANUC
FA CORPORATION

NT$1,448 million

100

FANUC INDIA
PRIVATE LIMITED

Rupee 290 million

100

FANUC
PERTRONICS LTD
FANUC SERVO LTD¥327 million

83¥450 million

100

Note:

Principal businesses
Development, manufacture, sale and maintenanceservices of robots and robot systems as well as saleand maintenance services of ROBODRILL, CNC
systems and lasers
Sale and maintenance services of CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as manufacture, sale andmaintenance services of robot systems
Sale and maintenance services of CNC systems,
lasers, robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as manufacture, sale andmaintenance services of robot systems
Knock-down manufacture, sale and maintenanceservices of CNC systems, sale and maintenanceservices of lasers as well as manufacture, sale andmaintenance services of robot systems
Sale and maintenance services of CNC systems,
robots, ROBODRILL, ROBOSHOT and
ROBOCUT as well as maintenance services of lasers
Manufacture of components of CNC systems andlasersManufacture of servo motors

94

On January 16, 2014, TAIWAN FANUC FA CORPORATION merged with the Company’s subsidiary TAIWANFANUC ROBOTICS CORPORATION and acquired all rights and obligations concerning its businesses.

② Principal Affiliated Companies
Company name

Capital stock

Percentage of equity
participation (%)

BEIJING-FANUC
Mechatronics CO.,LTD.

US$11,300
thousand50

SHANGHAI-FANUC
Robotics CO., LTD.

US$12,000
thousand50

2.

Principal businesses
Knock-down manufacture, sale and maintenanceservices of CNC systems as well as sale andmaintenance services of lasers
Sale and maintenance services of robots,
ROBODRILL, ROBOSHOT and ROBOCUT as
well as manufacture, sale and maintenance servicesof robot systems

Matters Concerning the Shares of the Company(1) Total number of shares authorized to be issued by the Company:

400,000,000 shares(2) Total number of issued shares:

239,508,317 shares(3) Number of shareholders:

49,5806

(4) The ten largest shareholders:Number of shares(In thousands)

Name

Percentage of equity
participation(%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

15,930

8.1

Japan Trustee Services Bank, Ltd. (Trust Account)

12,165

6.2

State Street Bank and Trust Company

10,236

5.2

State Street Bank and Trust Company

7,528

3.8

The Chase Manhattan Bank, N.A. London S.L. Omnibus

6,392

3.3

Citibank, N.A. – NY, as Depositary Bank for Depositary

3,950

2.0

BNP Paribas Securities (Japan) Limited

3,546

1.8

State Street Bank and Trust Company 505225

2,675

1.4

Melon Bank N.A. As Agent For Its Client Melon Omnibus US

2,568

1.3

2,494

1.3

Shareholders

PensionTrust & Custody Services Bank, Ltd. (Securities Investment
Trust Account)

Note:

The percentages of equity participation are calculated after subtracting the number of treasury shares (43,836
thousand shares) from the total number of issued shares.

3. Directors and Auditors(1) Names of Directors and Auditors, etc.
Position

Name

Responsibilities or significant concurrent posts of other entities

President and CEO
Representative Member of the
Board
Representative Member of the
Board
Representative Member of the
Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board

Yoshiharu Inaba
Kenji Yamaguchi

General Manager, FA Business Division
General Manager, Production Division

Hiroyuki Uchida

General Manager, ROBOMACHINE Business Division

Yoshihiro Gonda

General Manager, Corporate Administration Division

Kiyonori Inaba
Shunsuke Matsubara
Hiroshi Noda
Katsuo Kohari
Takayuki Ito

Member of the Board
Member of the Board

Tetsuya Kosaka
Toshiya Okada

Member of the Board
Member of the Board
Member of the Board
Member of the Board

Kazuyuki Hiramoto
Kazunari Aoyama
Yusaku Yamada
Tetsuo Hishikawa

Member of the Board
Member of the Board
Member of the Board
Standing Auditor
Auditor
AuditorRichard E. Schneider
Olaf C. Gehrels
Masato Ono
Shunsuke Kimura
Hajime Harada
Takeo Nakagawa

General Manager, ROBOT Business Division
General Manager, Research & Development Administration Division
General Manager, CNC Hardware Laboratory, FA Business Division
General Manager, FA Overseas Sales Division, FA Business Division
General Manager, ROBOT Domestic Sales Division, ROBOT Business
Division
General Manager, Manufacturing Engineering Division, Production Division
General Manager, Personnel, Legal Division, Corporate Administration
Division
General Manager, Robot Production Division, Production Division
Vice General Manager, CNC Hardware Laboratory, FA Business Division
Vice General Manager, CNC Software Laboratory, FA Business Division
Vice General Manager, CNC Software Laboratory, FA Business
Division
President and CEO, FANUC America Corporation
President and CEO, FANUC Europe Corporation
President and Representative Director of Total Insurance Service Limited

AuditorNaoki Shimizu

Attorney at law
Professor Emeritus of the University of Tokyo
President and CEO of Fine Tech Co., Ltd.

7

Notes:

1. Director Masato Ono is an Outside Director .
2. Auditors Hajime Harada and Takeo Nakagawa are Outside Auditors.
3. Other significant concurrent posts:
Outside Director Masato Ono is also an Outside Director of Nippon Light Metal Holdings Company, Ltd.
Outside Auditor Hajime Harada is also an Outside Auditor of Nippon Gear Co., Ltd.
Outside Auditor Takeo Nakagawa is also an Outside Director of TSUGAMI CORPORATION, Nippon Pillar
Packing Co., Ltd. and OSG CORPORATION.
None of the companies in which the Outside Director or Outside Auditors concurrently hold posts have special
relations with FANUC CORPORATION.
4. The Company has named the Outside Director Masato Ono as an Independent Director and the two Outside
Auditors, Hajime Harada and Takeo Nakagawa, as Independent Auditors as defined by the Tokyo Stock Exchange
and has duly notified the Tokyo Stock Exchange.

(2) Total amount of remuneration, etc., payable to the Directors and Auditors
The total amount of remuneration, etc. payable to the Directors for the fiscal year under review was ¥2,086 million (for18 Directors).
The total amount of remuneration, etc. payable to the Auditors for the fiscal year under review was ¥150 million (for 4
Auditors).
Of the above, the total amount of remuneration, etc. payable to the Outside Director and Outside Auditors was ¥33
million (for 1 Director and 2 Auditors).
(3) Matters concerning the Outside Director and Outside Auditors
Major activities
Name
Masato Ono

Hajime Harada
Takeo Nakagawa

Major activities
He attended ten out of twelve meetings of the Board of Directors that were held after his
appointment as an Outside Director on June 27, 2013, and provided advice whenevernecessary, based on his wide experience, expertise and knowledge he had obtained as along-serving corporate executive.
He attended thirteen out of fifteen meetings of the Board of Directors and three out of threemeetings of the Board of Auditors, and provided advice whenever necessary, based on his
wide experience, expertise and knowledge as an attorney at law.
He attended eleven out of fifteen meetings of the Board of Directors and two out of threemeetings of the Board of Auditors, and provided advice whenever necessary, based on his
wide experience, expertise and knowledge as a university professor and corporate
executive.

8

Non-Consolidated Balance Sheet(As of March 31, 2014)
Titles of AccountAmount1,118,523
754,858
634,111
11,02747,54912,27630,672
7,751
8,336
3,681
(545)

(Total Assets)
Current assets
Cash and deposits
Notes receivable -- trade
Accounts receivable -- trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts

Fixed assets
Tangible fixed assets
Buildings
Machinery and equipment
Lands
Other
Intangible fixed assets
Investments and other assets
Investment securities
Stocks of subsidiaries and affiliates
Deferred tax assets
Other
Allowance for doubtful accounts

363,665
236,228
81,62333,211
106,945
14,449263
127,174
9,486
107,186
10,251
252
(1)

Total

Titles of Account(Millions of yen)Amount(Liabilities)
Current liabilities
Accounts payable
Accrued expenses
Accrued charge
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Reserve for employees’ retirement
benefits
Other

93,27065,03520,507
5,648
7,631
26,8632,012
2,374
28,23525,410(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Treasury stock
Valuation and translation adjustments
Valuation difference on available-forsale securities

1,025,253
1,020,299
69,014
96,122
96,05765
1,167,462
8,252
1,159,210(312,299)
4,954
4,954

1,118,523

Total

Non-Consolidated Statement of Income(April 1, 2013 through March 31, 2014)(Millions of yen)Amount324,469
176,679
147,790
25,596
122,194
12,275
10,207
2,068
1,041
1,041
133,428
133,428
46,43045,984446
86,998

Titles of AccountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Other
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes
Income taxes
Income taxes – current
Income taxes – deferred
Net income

9

2,825

1,118,523

Non-Consolidated Statement of Changes in Shareholders’ Equity, Etc.
(April 1, 2013 through March 31, 2014)(Millions of yen)
Shareholders' equity
Capital surplus
Retained earnings
Legal
Other
Total
Legal
Other
Total
capitalcapitalcapitalretainedretainedretained
surplussurplussurplusearnings
earnings
earnings

Capitalstock
Balance at March 31, 2013

69,014

96,057

62

96,1198,252

1,103,299

1,111,551

Dividends of retained earnings(31,087)(31,087)

Net income

86,99886,998Changes during this term

Purchase of treasury stock
Disposal of treasury stock
Net change in items other thanshareholders’ equity during thistermTotal changes during this term
Balance at March 31, 2014

3

-

-

3

3

-

55,911

55,911

69,014

96,057

65

96,122

8,252

1,159,210

1,167,462

Shareholders' equity

Balance at March 31, 2013

3

Treasury stock

Total
shareholders'equity(311,636)

965,048

Valuation and translation
adjustments
Valuation
Total valuationdifference onand translation
available-foradjustments
sale securities
2,941
2,941

Total net assets

967,989

Changes during this term:
Dividends of retained earnings
Net income(31,087)(31,087)

86,99886,998Purchase of treasury stock

(665)

(665)

(665)

Disposal of treasury stock

2

5

5

Net change in items other thanshareholders’ equity during thistermTotal changes during this term
Balance at March 31, 2014

2,013

2,013

2,013

(663)

55,251

2,013

2,013

57,264(312,299)

1,020,299

4,954

4,954

1,025,253

10

Copy of the Independent Auditors’ Report Related to the Non-Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 14, 2014
The Board of Directors
FANUC CORPORATION
We have audited the balance sheet, the statement of income, the statement of changes in shareholders' equity,
the notes to non-consolidated financial statements, and the supplementary financial schedules of FANUCCORPORATION (the "Company") applicable to its 45th fiscal year from April 1, 2013 to March 31, 2014,
pursuant to Article 436, Paragraph 2, Item 1 of the Companies Act of Japan.
Responsibility of the Company’s Management for Financial Statements, etc.
The responsibility of the Company’s management is to prepare and properly present the financial statements
and the supplementary financial schedules in conformity with corporate accounting standards generally acceptedin Japan. It includes the establishment and enforcement of internal control that the Company’s management
deems necessary, to prepare and properly present the financial statements and the supplementary financial
schedules without material misstatement due to misconducts or errors.
Responsibility of Independent Auditors
Our responsibility is to express an opinion on these financial statements and the supplementary financial
schedules from an independent standpoint based on our audit. We conducted our audit in accordance withauditing standards generally accepted in Japan. Those auditing standards require us to plan and perform the audit
to obtain reasonable assurance as to whether the financial statements and the supplementary financial schedules
are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the financial statements and the supplementary financial schedules. An auditing procedure isselected and applied, in our estimation, based on the assessment of a risk of material misstatement due tomisconducts or errors in the financial statements and the supplementary financial schedules. The purpose of theaudit is not to express an opinion on the effectiveness of internal control, but, in the assessment of risks, weevaluate the internal control in relation to the preparation and proper presentation of the financial statements andthe supplementary financial schedules to make proper auditing procedures suited for the situation. An audit also
includes assessing the accounting policies and methods of application thereof employed by management andestimates made by management, as well as evaluating the overall presentation of the financial statements and the
supplementary financial schedules.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above financial statements and the supplementary financial schedules present
properly the financial position and profit and loss for the period related to the financial statements and the
supplementary financial schedules in all material respects in conformity with corporate accounting standards
generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Shunji Momoi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Shigehiro Koshihara (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

11

Consolidated Balance Sheet(As of March 31, 2014)
Titles of Account(Total Assets)
Current assets
Cash and deposits
Notes and accounts receivable –trade

Amount
1,343,904
1,027,801
823,670
91,698Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Other
Allowance for doubtful accounts
Fixed assets
Tangible fixed assets
Buildings and structures
Machinery, equipment and vehicles
Lands
Other
Intangible fixed assets
Goodwill
Other
Investments and other assets
Investment securities
Other
Allowance for doubtful accounts
Total

43,85735,5598,079
20,706
6,152(1,920)316,103
262,473
96,98534,834
117,543
13,111
4,213
3,689
524
49,417
41,7447,674(1)1,343,904

Titles of Account(Liabilities)
Current liabilities
Notes and accounts payable – trade
Income taxes payable
Warranty reserves
Other
Long-term liabilities
Liability rerated to retirement benefits
Other(Millions of yen)Amount144,041
99,44926,19230,787
5,409
37,061
44,59240,456
4,136(Net assets)
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency exchange adjustment
Total accumulated other comprehensive
incomeMinority interests
Total

Consolidated Statement of Income(April 1, 2013 through March 31, 2014)(Millions of yen)
Titles of AccountAmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividends income
Other
Non-operating expenses
Miscellaneous loss
Ordinary income
Income before income taxes and minority interests
Income taxes
Income taxes – current
Income taxes – deferred
Income before minority interests
Minority interests
Net income

450,976
227,189
223,787
59,653
164,134
11,312
3,590
7,722
1,086
1,086
174,360
174,360
62,84862,036
812
111,512582
110,930

12

1,199,863
1,193,794
69,01496,2701,340,809(312,299)
238
5,112
3,138
(8,012)
5,831
1,343,904

Copy of the Independent Auditors’ Report Related to the Consolidated Financial Statements(Translation)
REPORT OF INDEPENDENT AUDITORSMay 14, 2014
The Board of Directors
FANUC CORPORATION
We have audited the consolidated balance sheet, the consolidated statement of income, the consolidated
statement of changes in shareholders' equity, and the notes to consolidated financial statements of FANUCCORPORATION (the "Company"), applicable to its consolidated fiscal year from April 1, 2013 to March 31,
2014, pursuant to Article 444, Paragraph 4 of the Companies Act of Japan.
Responsibility of the Company’s Management for Consolidated Financial Statements
The responsibility of the Company’s management is to prepare and properly present the consolidated
financial statements in conformity with corporate accounting standards generally accepted in Japan. It includes
the establishment and enforcement of internal control that the Company’s management deems necessary, toprepare and properly present the consolidated financial statements without material misstatement due tomisconducts or errors.
Responsibility of Independent Auditors
Our responsibility is to express an opinion on these consolidated financial statements from an independent
standpoint based on our audit. We conducted our audit in accordance with auditing standards generally acceptedin Japan. Those auditing standards require us to plan and perform the audit to obtain reasonable assurance as towhether the consolidated financial statements are free of material misstatement.
An audit includes performing procedures to obtain auditing evidence supporting the amounts and thedisclosures in the consolidated financial statements. An auditing procedure is selected and applied, in ourestimation, based on the assessment of a risk of material misstatement due to misconducts or errors in the
consolidated financial statements. The purpose of the audit is not to express an opinion on the effectiveness ofinternal control, but, in the assessment of risks, we evaluate the internal control in relation to the preparation andproper presentation of the consolidated financial statements to make proper auditing procedures suited for thesituation. An audit also includes assessing the accounting policies and methods of application thereof employedby management and estimates made by management, as well as evaluating the overall presentation of theconsolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Opinion of Auditors
We are of the opinion that the above consolidated financial statements present properly the financial positionand profit and loss of the corporate group comprised of FANUC CORPORATION and its consolidated
subsidiaries for the period related to the consolidated financial statements in all material respects in conformity
with corporate accounting standards generally accepted in Japan.
Interest
Our firm and engagement partners have no interest in the Company which is required to be disclosed under
the provisions of the Certified Public Accountants Act of Japan.
Ernst & Young ShinNihon LLC
Shunji Momoi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Shigehiro Koshihara (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Isamu Ando (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

13

Copy of the Audit Report of the Board of Auditors (Translation)
AUDIT REPORT

We, the Board of Auditors, based on the audit report prepared by each Auditor on the performance by the
Directors of their duties during the 45th fiscal year from April 1, 2013 to March 31, 2014, prepared this audit report upondeliberation and hereby report as follows:1.

Method of Audit by the Auditors and the Board of Auditors and the Particulars thereof:

The Board of Auditors determined the audit policy, audit plans, etc. and received from each Auditor reports on thestate of his performance of audits and the results thereof. The Board also received reports from the Directors, etc. and theIndependent Auditors on the state of performance of their duties, and sought explanations as necessary.
Each Auditor, in accordance with the auditing standards of Corporate Auditors established by the Board ofAuditors and the assignment of duties, etc. determined by the Board of Auditors, maintained constant communication with
the Directors, Internal Auditing Section and other employees, etc. in an effort to collect information and improve theenvironment for auditing, attended meetings of the Board of Directors and other 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 activities and property at the head
office and principal business offices of the Company.
We also monitored and verified the details of the resolutions of the Board of Directors for establishing systems tosecure that the performance by the Directors of their duties will comply with laws or ordinance and the Articles ofIncorporation and such other systems provided for in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of
the Companies Act of Japan as necessary to secure the adequacy of business of joint-stock corporations, as well as thestatus of the systems (internal control systems) established pursuant to such resolutions. With regard to the internal control
on financial reporting, we received from the Directors, etc. and Ernst & Young ShinNihon LLC reports on the assessmentof such internal control and auditing thereof, and sought explanations as necessary. With regard to its subsidiaries, we
maintained constant communication, and exchanged information with the directors, auditors, etc. thereof, and requested
the subsidiaries to render reports on their business operations as necessary. In accordance with such methods, weinvestigated the business report and its supplementary schedules for the fiscal year under review.
We also monitored and verified whether the Independent Auditors had maintained an independent position andconducted adequate audits, received from the Independent Auditors reports on the state of performance of their duties, andrequested explanations as necessary. In addition, we received from the Independent Auditors a notice that the "systems tosecure 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, October 28, 2005), and requested explanations as necessary.
In accordance with such methods, we investigated the non-consolidated financial statements (thenon-consolidated balance sheet, the non-consolidated statement of income, the non-consolidated statement of changes inshareholders' 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 ofincome, the consolidated statement of changes in shareholders' equity, etc. and the notes to consolidated financial
statements), for the fiscal year under review.

142. Results of Audit:(1) Results of audit of the business report, etc.:
We are of the opinion:(i)That the business report and its supplementary schedules fairly present the state of the Company in accordancewith laws and ordinances and the Articles of Incorporation;(ii) That in connection with the performance by the Directors of their duties, no dishonest act or material fact ofviolation of laws and ordinances and the Articles of Incorporation exists; and(iii) That the details of the resolutions of the Board of Directors on internal control systems are proper and that theperformance by the Directors of their duties concerning such internal control systems, including the internal
control on financial reporting, contains nothing to be pointed out.
(2)

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 Account Auditors, Ernst & Young
ShinNihon LLC, are proper.

(3)

Results of audit of the consolidated financial statements:
We are of the opinion that the method and results of the audit made by the Account Auditors, Ernst & Young
ShinNihon LLC, are proper.

May 19, 2014
The Board of Auditors
FANUC CORPORATION
Shunsuke Kimura
Standing Auditor(seal)

Hajime Harada
Outside Auditor(seal)

Takeo Nakagawa
Outside Auditor(seal)

Naoki Shimizu
Auditor(seal)

15

Reference Material for the Ordinary General Meeting of Shareholders
Item 1Dividend for the Second Half of Fiscal 2013

The Company continues its efforts to enhance its business structure going forward in order to return profits to its shareholders inproportion to its consolidated business results.
As for the return to shareholders, it is our basic policy to maintain a payout ratio of 30% of our consolidated net profit for the fullbusiness year. In addition, we will buy back our own shares as necessary in consideration of stock market conditions.
As is the case with dividend payments, we have established a policy to link bonuses to consolidated net profit for Directors andemployees, who strive to secure profitability withstanding severe market competition.
Since we operate in a fiercely competitive leading-edge industry—characterized by rapid technological innovation—we will
use retained earnings under our medium- to long-term plan to develop new products, robotize production processes andstrengthen overseas business.
Based on the above-mentioned basic policies concerning the distribution of profits, we would like to pay the dividend for thesecond half of the fiscal year as shown below.
This will bring the total amount of annual dividends paid to ¥170.06 per share, including ¥76.80 paid in December, 2013 as thefirst half dividend.
① Type of dividend asset
Cash② Allocation of dividend assets to shareholders and total amount of allocation¥93.26 per share of common stock
Total amount of payout: ¥18,248,397,206③ Effective date of dividend payment
June 30, 2014

Item 2

Partial Amendment to the Articles of Incorporation

We propose that the Article of Incorporation of the Company be amended as follows:(1) Reason for the Amendment
To allow for more flexibility and diversity in handling customers’ requests for installing FANUC’s
products in customers’ facilities.
(2) Amendment
Details of the proposed amendment are as follows:(Amended text is shown underlined.)
Current Text
Article 2 (Objectives)
The objectives of the Company shall be to carry on thefollowing business:(1) Manufacture and sale of numerical control systems;(2) Manufacture and sale of servo motors;(3) Manufacture and sale of numerical control appliedmachines;(4) Manufacture and sale of servo applied equipment;(New Construction)(5)(Provision omitted)

Proposed Amendments
Article 2 (Objectives)
The objectives of the Company shall be to carry on thefollowing business:
(1)
(2)
(3)
(No change)(4)(5) Constructions incidental or relating to any of theforegoing items; and(6)(No change)

16

Item 3

Election of twelve (12) Directors

The term of office of the eighteen (18) Directors will expire at the conclusion of the meeting. To allow for more agility indecision making regarding corporate matters, it is proposed that the number of Directors be reduced by six (6) to make thetotal twelve (12). The election of the following twelve (12) Directors is proposed.
Candidates for Director are as follows:
Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

1

Yoshiharu Inaba(July 23, 1948)

April 1973
September 1983
June 1989
June 1992
June 1995
May 2001
June 2003
October 20132

Kenji Yamaguchi(August 6, 1968)

April 1993
October 2004
April 2007
June 2008
February 2012
October 2013

3

Hiroyuki Uchida(June 12, 1958)

April 1982
April 1996
June 1997
April 2001
June 2006
October 20134

Yoshihiro Gonda(July 24, 1960)

April 1984
October 2000
June 2001
June 2007
February 2012
October 2013

Joined Isuzu Motors Limited
Joined the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President(Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President of the Company(Representative Member of the Board)
Appointed President and CEO of the Company(Representative Member of the Board) (to the present)
General Manager, FA Business Division of the Company (tothe present)
Joined the Company
General Manager, Manufacturing Technology Center of theCompany
General Manager, Headquarters Factories of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, Production Division of the Company (to thepresent)
Joined the Company
Deputy General Manager, Servo Laboratory of the Company
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, ROBOMACHINE Business Division of theCompany (to the present)
Joined the Company
Assistant to the Group Executive, Finance Group (Purchasing)of the Company
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
Appointed Senior Executive Vice President (Member of theBoard) of the Company
Appointed Senior Executive Vice President (Representative
Member of the Board) of the Company (to the present)
General Manager, Corporate Administration Division of theCompany (to the present)

17

Number of sharesof the Company
held by candidate
2,500 shares

500 shares

696 shares

1,764 shares

Candidates’
number5

Name(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

Kiyonori Inaba(February 13, 1978)

January 2009
May 2013
June 2013
October 2013

6

Shunsuke Matsubara(December 4, 1961)

April 1984
June 2000
June 2001
July 2012
October 2013

7

Hiroshi Noda
(May 8, 1963)

April 1989
January 2002
June 2003
March 2011
October 2013

May 2014
8

Katsuo Kohari(August 12, 1942)

April 1968
May 1976
April 2003
June 2003
June 2012
October 2013

May 2014
9

Toshiya Okada(August 21, 1961)

April 1984
August 1999
June 2012
October 2013
May 2014

10

Richard E. Schneider(August 14, 1956)

February 1984
July 1991
September 1997
June 2006
June 2011
June 2013
October 2013

Joined the Company
Deputy General Manager, Robot Laboratory of theCompany(to the present)
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
General Manager, ROBOT Business Division of the Company(to the present)
Joined the Company
Senior Vice General Manager, Servo Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board)of the Company (to the present)
General Manager, Research & Development Administration
Division of the Company (to the present)
Joined the Company
Senior Vice General Manager, CNC Laboratory of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board)(to the present)
General Manager, CNC Hardware Laboratory, FA Business
Division of the Company (to the present)
Vice General Manager (R&D), FA Business Division of theCompany (to the present)
Joined Fujitsu Limited
Transferred to the Company
Assistant to General Manager for Sales and Service of theCompany
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
General Manager, FA Overseas Sales Division, FA Business
Division of the Company (to the present)
Vice General Manager (Sales), FA Business Division of theCompany (to the present)
Joined the Company
Manager, Legal Department of the Company (to the present)
Appointed Senior Vice President (Member of the Board) of theCompany
General Manager, Personnel, Legal Division, Corporate
Administration Division of the Company (to the present)
Appointed Executive Vice President (Member of the Board) of
the Company (to the present)
Vice General Manager, Corporate Administration Division of
the Company (to the present)
Joined FANUC America Corporation
Appointed Vice President of the company
Appointed President of the above company (to the present)
Appointed Director (Member of the Board) of the Company
Appointed Executive Vice President (Member of the Board) of
the Company
Appointed Director (Member of the Board) of the Company(to the present)
Appointed President and CEO of FANUC America
Corporation (to the present)18

Number of sharesof the Company
held by candidate
300 shares

200 shares

400 shares

5,116 shares

700 shares

500 shares

Candidates’
numberName(Date of birth)

Personal history, position, responsibilities andsignificant concurrent posts of other entities

11

Olaf C. Gehrels(April 3,1967)

April 1994
April 2003
June 2006
June 2011

Joined the Company
Appointed President of FANUC Europe Corporation
Appointed Director (Member of the Board) of the Company
Appointed Senior Vice President (Member of the Board) of theCompany
Appointed Director (Member of the Board) of the Company(to the present)
Appointed President and CEO of FANUC Europe
Corporation (to the present)

500 shares

Joined Dai-ichi Kangyo Bank, Ltd
Appointed Executive Officer of Mizuho Bank, Ltd
Appointed Deputy President and Representative Director ofMizuho Financial Group, Inc.
Appointed President and Representative Director of Total
June 2012
Insurance Service Limited (to the present)
Appointed Director (Member of the Board) of the Company
June 2013(to the present)(Significant concurrent posts of other entities)
President and CEO of Total Insurance Service Limited
Outside Director of Nippon Light Metal Holdings Company, Ltd.

0 shares

June 2013
October 201312

Notes:

Masato Ono(November 4, 1950)

Number of sharesof the Company
held by candidate

April 1974
March 2006
June 2007

1. Masato Ono is a candidate for Outside Director as defined in Article 2, Item 15 of the Companies Act of Japan.
2. Masato Ono would advise on our management whenever necessary from a wide perspective, making the best use of
the experience and knowledge he has accumulated as a long-serving corporate executive. We thus recommend hiselection as an Outside Director.
3. We have entered into an agreement with Masato Ono limiting his liability as defined under Article 423, Paragraph 1of the Companies Act, in accordance with Article 427, Paragraph 1 of the Companies Act.
4. Masato Ono has attended ten (10) out of twelve (12) meetings of the Board of Directors that were held after his
appointment as an Outside Director on June 27, 2013.
5. The Company has appointed the Outside Director Masato Ono as an Independent Director as defined by the Tokyo
Stock Exchange and has duly notified the Tokyo Stock Exchange.

19

Item 4
Election of One (1) Auditor
For the further fortification of auditing functions, the number of auditors shall be increased. Accordingly, the election of
one (1) Auditor is proposed.
The candidate for Auditor is as follows.
The Board of Auditors has consented to the submission of this item.
Candidate’s Name
(Date of birth)
Masaharu Sumikawa(July 2, 1943)

Personal history, position, responsibilities and significant concurrent posts ofother entities
April, 1972

Joined Hitachi Ltd.

June 1995

Deputy General Manager, Hitachi Works, Hitachi Ltd

April 1999

General Manager, Thermal & Hydroelectric Systems Division,
Power and Industrial Systems Group, Hitachi Ltd.

October 2004

Executive Vice President and Executive Officer, Hitachi Ltd.

April 2006

President and Chief Executive Officer, Hitachi Plant
Technologies, Ltd.

April 2010

Chairman of the Board, Hitachi Plant Technologies, Ltd.

June 2010

Director, Hitachi Ltd.

June 2012

Advisor, Hitachi Plant Technologies, Ltd.

June 2012

Non-regular employee for specialized duties, Hitachi Ltd. (tothe present)

Number of shares of theCompany held by candidate
0 shares

Notes:
1. Masaharu Sumikawa is a candidate for Outside Auditor as defined in Article 2, Item 16 of the Companies Act of Japan.
2. Masaharu Sumikawa would advise on our management whenever necessary from a wide perspective, making the best use of
the experience and knowledge he has accumulated as a long-serving corporate executive. We thus recommend his election as
an Outside Auditor.
3. In the event this Item is approved as proposed, the Company will enter into an agreement with Masaharu Sumikawa limiting his
liability as defined under Article 423, Paragraph 1 of the Companies Act, in accordance with Article 427, Paragraph 1 of theCompanies Act.
4. Under the premise that this Item is approved as proposed, the Company will submit a notification to the Tokyo Stock Exchangethat it has appointed Masaharu Sumikawa as an Independet Auditor.

Item 5

Revision of the Annual Amount of Remuneration Payable to Auditors

The upper limit of the total annual remuneration for Auditors was set at 200 million yen by resolution of the 38th Ordinary
General Meeting of Shareholders of June 27, 2007. Since then, there have been changes in social conditions as well as in
the Company’s management environment, resulting in the heightened demands for the quality and quantity of the Auditors’
duties. The responsibilities of the Auditors have increased accordingly. In consideration of such factors, including theaddition of an Outside Auditor and a Standing Auditor, it is proposed that the upper limit of the total annual remuneration
for Auditors be changed so that it is capped at 250 million yen.
The number of Auditors after Item four (4) has been approved will be five (5).
- END -

20