SBI Global Asset Management Co., Ltd.
Consolidated Financial Results (Japanese Accounting Standards)
for the Fiscal Year ended March 31, 2023
May 9, 2023
Company name

SBI Global Asset Management Co., Ltd.

Stock code

4765

Stock exchange listing: Tokyo Stock Exchange

URL https://www.sbiglobalam.co.jp

Representative(Title) Representative Director and President(Name) Tomoya Asakura

Person responsible for disclosure(Title) Managing Executive Officer andDirector of Administration(Name) Kazuhisa Ogawa+81 3 6229-0812

Scheduled date of ordinary shareholders’ meeting: June 22, 2023
Scheduled date for filing of annual securities report: June 30, 2023

Scheduled date of payment of dividends: June 1, 2023

Supplementary documents for financial result: None
Financial results briefing: Yes (A video of the briefing will be posted promptly on our website)(Amounts of less than one million yen are rounded down)
1. Consolidated Financial Results for the Fiscal Year ended March 31, 2023 (April 1, 2022, to March 31, 2023)(1) Consolidated Results of Operations(Percentages show year-on-year changes)
Net sales
Fiscal Year ended
March 31, 2023
March 31, 2022

Operating income

Million yen
8,747
8,123

(Note) Comprehensive income

%
7.7
8.5

Million yen
1,831
2,129

Fiscal Year ended March 31, 2023
Fiscal Year ended March 31, 2022

%
△14.0
20.6

Million yen
2,458
2,403

%
2.3
11.5

Million yen
5,443
1,454

%
274.3
10.3

6,337 Million yen (216.9%)
2,000 Million yen (28.0%)

Net income per share (basic) Net income per share (diluted)
Fiscal Year ended
March 31, 2023
March 31, 2022

Net income attributableto owners of parent

Ordinary income

yen
60.70
16.22

Ratio of ordinary
income to total assets

Return on equity

yen
―
―

%
38.5
14.1

(Reference) Share of (profit) loss of entities accounted for using equity method
Fiscal Year ended March 31, 2023
Fiscal Year ended March 31, 2022

Ratio of operating
income to sales

%
13.9
18.2

%
20.9
26.2

- Million yen- Million yen(2) Consolidated financial position
Total assets
Fiscal Year ended
March 31, 2023
March 31, 2022

Net assets
Million yen
21,356
14,055(Reference) Shareholders’ equity

Equity ratio

Net assets per share

Million yen
16,79912,273Fiscal Year ended March 31, 2023
Fiscal Year ended March 31, 2022

%
77.2
84.0

yen
183.79131.64

16,481 Million yen
11,804 Million yen(3) Consolidated Cash Flows
Cash flows fromoperating activities
Fiscal Year ended
March 31, 2023
March 31, 2022
2.

Cash flows frominvesting activities

Million yen
2,608
1,128

Cash flows fromfinancing activities

Million yen△3,471Million yen△1,889△2,149

1,324

Million yen
2,485
5,176

Dividends
Dividend
End of firstquarter

Fiscal Year ended
March 31, 2022
March 31, 2023

yen
―
―

End of second
quarter
yen
8.00
8.25

End of third
quarteryen――

Year-end

Annual

yen
9.00
12.75

yen
17.00
21.00

Fiscal Year ending March 31, 2024――――
(Note) Forecast of the annual dividend for the year ending March 31, 2024, is yet to be determined.

―

3.

Cash and cash equivalents
at the end of fiscal year

Total dividend

Payout ratio(annual)(consolidated)

Million yen
1,524
1,883

Forecasts of Consolidated Financial Results for the Fiscal Year ending March 31, 2024, (April 1, 2023, to March 31, 2024)

Consolidated Forecasts for the Fiscal Year Ending March 31, 2024, are yet to be determined.

%
104.8
34.6
―

Net dividend
rate(consolidated)

%
12.9
13.3

*Notes(1) Changes in significant subsidiaries during fiscal year ended March 31, 2023
(changes in specified subsidiaries affecting the scope of consolidation): Yes
One new company(Company name)Shinsei Investment Management Co., Ltd. ,Excluded 4 companies(Company names)(2) Changes in accounting policies and estimates, and retrospective restatements
1) Changes in accounting policies caused by revision of accounting standards
2) Changes in accounting policies other than 1)
3) Changes in accounting estimates
4) Retrospective restatements(3) Number of shares issued (common stock)1) Number of shares outstanding at end of period (including treasury stocks)
As of March 31, 2023
2) Number of treasury stocks at end of period: Yes: None: None: None89,673,600 sharesAs of March 31, 2022

89,673,600 shares

120 sharesAs of March 31, 2022

170 shares

As of March 31, 2023
3) Average number of shares during period
Fiscal Year ended March 31, 2023

SBI Bond Investment Management Co., Ltd., SBI Regional
Revitalization Asset Management Co., Ltd., SBI AssetManagement Group Co., Ltd. and E-Advisor Co., Ltd.

89,673,453 sharesFiscal Year ended March 31, 2022

89,673,430 shares(Reference) Summary of Non-Consolidated Financial Results
1. Non-Consolidated Financial Results for the Fiscal Year ended March 31, 2023 (April 1, 2022, to March 31, 2023)(1) Non-Consolidated Financial Results
Net sales
Fiscal Year ended
March 31, 2023
March 31, 2022

Operating income(Percentages show year-on-year changes)

Ordinary income

Net income

Million yen%

Million yen%

Million yen%

Million yen

%

1,716
1,935

△11.3
△23.0

277
477

△41.8
△30.1

519
2,652

△80.4

5,505
2,783

97.8
322.6

Net income per share (basic)
Fiscal Year ended
March 31, 2023
March 31, 2022

183.7

Net income per share (diluted)
yen

yen

61.40
31.04

―
―

(2) Non-Consolidated Financial Position
Total assets
Fiscal Year ended
March 31, 2023
March 31, 2022
(Reference) Shareholders’ equity

Net assets

Equity ratio

Net assets per share

Million yen

Million yen%

yen

18,832
10,337

12,734
10,062

67.6
97.3

142.00112.21

Fiscal Year ended March 31, 2023
Fiscal Year ended March 31, 2022

12,734 Million yen
10,062 Million yen

2.

Forecasts of Non-consolidated Financial Results for the Fiscal Year ending March 31, 2024
(April 1, 2023, to March 31, 2024)(Note) Non-consolidated Forecasts for the Fiscal Year Ending March 31, 2024, are yet to be determined.
* This financial summary is outside the scope of auditing performed by certified accountants and auditors.
* Explanation regarding the appropriate use of financial forecasts and other special items(Dividend forecast of Fiscal Year ending March 31, 2024)
The dividend forecast for the Fiscal Year ending March 31, 2024, is yet to be determined. It will be disclosed as soon as the dividend per share is determined
after comprehensively taking into account future business performance, etc.
(How to obtain the financial results briefing)A briefing of financial results for analysts is scheduled to be held on May 9, 2023, and a video of the briefing will be posted promptly on our website.

1.

Explanation of Business Results(1) Return of the Morningstar brand and change of trade nameAt the Board of Directors meeting held on January 27, 2023, the Company concluded an agreement with Morningstar, Inc. (Illinois, U.S.) to terminate its
license agreement and receive 8 billion yen as consideration for the return of the ”Morningstar” brand to Morningstar, Inc. (hereinafter, the Termination
Agreement).
In accordance with the Termination Agreement, the use of the Morningstar brand ended as of March 30, 2023, in provision of investment information via
the Company’s website and smartphone apps, products and services provided to financial institutions, and investor seminars.
Moreover, an extraordinary general meeting of shareholders was held on March 29, 2023, and a resolution was passed to amend the Articles of Incorporation
to change the trade name of the Company to “SBI Global Asset Management Co., Ltd.”
Following the completion of the procedures for the return of the brand, including the change of the trade names of the Company and its subsidiaries, theCompany recorded the consideration of 8 billion yen as extraordinary income for the fiscal year ended March 31, 2023. The 8 billion yen was recorded as
accounts receivable on the consolidated balance sheet for the fiscal year ended March 2023, but was received in cash by April 19, 2023.
The termination of the said license agreement does not mean the financial services business including investment trust valuation information has been sold,
but rather the Morningstar brand has been returned. We have been continuing to offer products and services in the financial services business under thebrand name of Wealth Advisor since March 30, 2023.

(2) Business progress and results
During the fiscal year under review (April 1, 2022, to March 31, 2023), the Japanese economy continued to face an uncertain future due to rising prices andglobal monetary tightening amid concerns about a prolonged conflict in Ukraine, although there were signs of an economic recovery as restrictions on
activities aimed at preventing the spread of COVID-19 were eased and economic activities started to return to normal.
In the investment trust market, which is highly relevant to the Group’s businesses, the net inflow of publicly offered additional stock investment trusts,
excluding ETFs, decreased to 7,477.5 billion yen in the fiscal year under review from 9,688.5 billion yen in the previous fiscal year (April 1, 2021, to March
31, 2022). However, the Nikkei Stock Average rose by 0.79% from the end of the previous fiscal year to 28,041 yen at the end of the fiscal year underreview (March 31, 2023).
Under these business circumstances, the balance of publicly offered investment trusts, mainly index funds, in the Group’s asset management businessincreased 54.7% from 931.7 billion yen at the end of the previous fiscal year to 1,441.3 billion yen at the end of the fiscal year under review. In addition,
the balance of privately offered investment trusts, which support the advancement and diversification of securities investment of regional financial
institutions, has also increased 23.4% from 1,951.7 billion yen at the end of the previous fiscal year to 2,408.1 billion yen at the end of the fiscal year underreview. The balance of net assets under management of investment trusts managed by the Group increased 26.8% from 3,697.6 billion yen at the end of theprevious fiscal year to 4,692.0 billion yen at the end of the fiscal year under review. In the asset management business, trust fees increase due to a rising
investment balance. Together with the six-month sales of Shinsei Investment Management Co., Ltd., which became our subsidiary in October 2022, salesof the asset management business increased 15.0% from 5,949 million yen in the previous fiscal year to 6,841 million yen in the fiscal year under review.
In the financial services business, the number of Wealth Advisor units provided to financial institutions distributing investment trusts increased from 114,680
in the previous fiscal year to 115,645, and there was also an increase in deliveries of our independently developed investment-related tools and fund data tofinancial institutions. Sales of media solutions decreased due to the termination of licenses such as “Morningstar Fund of the Year” and the discontinuationof seminars following the change in the brand name. As a result, sales of the financial services business in the fiscal year under review were 1,905 million
yen, a decrease of 268 million yen (△12.3%) from 2,173 million yen in the previous fiscal year.
For the consolidated business results for the fiscal year ended March 31, 2023, sales were 8,747 million yen, an increase of 623 million yen (7.7%) from
8,123 million yen in the previous fiscal year.
As cost of sales increased 566 million yen and selling, general and administrative expenses increased 355 million yen from the previous fiscal year, operating
income for the fiscal year ended March 31, 2023 was 1,831 million yen, a decrease of 298 million yen (△14.0%) from 2,129 million yen in the previous
fiscal year.
Net amounts of non-operating income increased 353 million yen and non-operating expenses remained unchanged as compared with the previous fiscal
year. Thus, ordinary income for the fiscal year ended March 31, 2023 was 2,458 million yen, an increase of 55 million yen (2.3%) from 2,403 million yen
in the previous fiscal year.
As a result of recording extraordinary income of 8,000 million yen, which is a gain on the brand return, and extraordinary loss of 2,339 million yen such asorganizational restructuring cost including those arising from the brand return and loss on sale of investment securities, net income attributable to ownersof parent for the fiscal year ended March 31, 2023 was 5,443 million yen, an increase of 3,988 million yen (3.74 times) from 1,454 million yen in theprevious fiscal year.

-3-

2)

Summary of consolidated financial results(Thousand yen)

Fiscal Year
From April 1, 2021,
To March 31, 2022
AmountFiscal Year
From April 1, 2022,
To March 31, 2023

Profit rate(%)

Increase/Decrease

Profit rate(%)

AmountNet sales

8,123,286

Operating income

2,129,805

26.2

1,831,139

Ordinary income

2,403,695

29.6

2,458,942

Net income attributable toowners of parent

1,454,134

17.9

5,443,020

Rate
(%)

Amount8,747,113

623,8267.7

20.9△298,666

△14.0

28.1

55,2472.3

62.2

3,988,886274.3

Consolidated sales increased for the 11th consecutive year and recorded the highest sales for the 4th consecutive year.
Ordinary income increased for the 14th consecutive year and recorded the highest income for the 12th consecutive year.
Net income attributable to owners of parent increased for the 14th consecutive year and recorded highest income for the 10th consecutive year.

3)

Sales by Segment and Sales by Service are as follows

Sales by Segment(Thousand yen)
Fiscal Year
From April 1, 2021,
To March 31, 2022
AmountFiscal Year
From April 1, 2022,
To March 31, 2023

Rate (%)

AmountRate (%)

Rate ofchange(%)

Asset Management Business

5,949,302

73.2

6,841,373

78.2

15.0

Financial Services Business

2,173,984

26.8

1,905,740

21.8

△12.3

8,123,286

100.0

8,747,113

100.0

7.7

Consolidated salesi)

Asset Management Business
The balance of publicly offered investment trusts, mainly index funds, increased 54.7% from 931.7 billion yen at the end of the previous fiscal year to
1,441.3 billion yen at the end of the fiscal year under review. In addition, the balance of privately offered investment trusts, which support theadvancement and diversification of securities investment of regional financial institutions, has also increased 23.4% from 1,951.7 billion yen at the endof the previous fiscal year to 2,408.1 billion yen at the end of the fiscal year under review. The balance of net assets under management of investment
trusts managed by the Group increased 26.8% from 3,697.6 billion yen at the end of the previous fiscal year to 4,692.0 billion yen at the end of the
fiscal year under review.
As a result, sales of the asset management business for the fiscal year under review were 6,841 million yen, an increase of 892 million yen (15.0%)
from 5,949 million yen in the previous fiscal year.
Segment income was 1,484 million yen, a decrease of 72 million yen (△4.7%) from 1,557 million yen in the previous fiscal year.

ii) Financial Services Business
The number of units of Wealth Advisor provided to financial institutions distributing investment trusts increased from 114,680 in the previous fiscal
year to 115,645, and there was also an increase in deliveries of our independently developed investment-related tools and fund data to financial
institutions. On the other hand, sales of web advertising and seminars decreased due to the discontinuation of services using the Morningstar brand.
As a result, sales of the financial services business for the fiscal year under review were 1,905 million yen, a decrease of 268 million yen (△12.3%)
from 2,173 million yen in the previous fiscal year.
Segment income was 346 million yen, a decrease of 226 million yen (△39.5%) from 572 million yen in the previous fiscal year.

3)

Overview of non-consolidated business performance
Data-related sales increased as the number of units of Wealth Advisor provided to financial institutions distributing investment trusts increased from
114,680 in the previous fiscal year to 115,645, and there was also an increase in deliveries of our independently developed investment-related tools
and fund data to financial institutions.
Meanwhile, the Company returned the Morningstar brand to Morningstar, Inc. and ended the use of the Morningstar brand as of March 30, 2023. Dueto the prior termination of licenses such as “Morningstar Fund of the Year” and discontinuation of seminars, sales of web advertising and seminars
decreased.
As a result, sales fell 218 million yen (△11.3%) from 1,935 million yen in the previous fiscal year to 1,716 million yen, and operating income was
277 million yen, a decrease of 199 million yen (△41.8%) from 477 million yen in the previous fiscal year.

-4-Ordinary income dropped 2,133 million yen (△80.4%) to 519 million yen from 2,652 million yen in the previous fiscal year, resulting from a decreasein dividend income in the fiscal year under review due to the absence of dividends from subsidiaries.
We recorded 8,000 million yen of consideration for the return of the Morningstar brand and 289 million yen of gain on extinguishment of tie-in sharesas extraordinary income, and recorded 1,045 million yen as extraordinary loss including 192 million yen of expenses arising from the Morningstar
brand return and other organizational restructuring cost, 605 million yen of loss on sale of investment securities, and 144 million yen of impairment
loss.
As a result, net income increased 2,722 million yen (97.8%) to 5,505 million yen from 2,783 million yen in the previous fiscal year.

(3) Explanation on financial position
Total assets grew 7,301 million yen from the end of the previous fiscal year to 21,356 million yen.
This was due to an increase of 6,387 million yen in current assets and an increase of 923 million yen in fixed assets.
The decrease in cash and deposits was due to the payment of dividends of 1,546 million yen and an increase of 1,246 million yen in investment securities.
The recorded accounts receivable in the amount of 8,000 million yen are the consideration for the return of the Morningstar brand. The accounts receivable
were paid in cash by April 19, 2023.
The increase in fixed assets was mainly due to an increase of 1,246 million yen in investment securities and a decrease of 565 million yen in intangible
fixed assets.
Although investment securities increased through fund management, 2,084 million yen of 3,871 million yen of the fiscal year-end balance is cash equivalents
in specified money trusts.
Intangible fixed assets fell due to an impairment loss on goodwill of 184 million yen, an impairment loss on software of 248 million yen, etc.
Total liabilities grew 2,774 million yen from the end of the previous fiscal year to 4,556 million yen.
The increase in liabilities was mainly due to an increase of 2,244 million yen in income taxes payable resulting from an increase in income before income
taxes.
Valuation difference on other securities decreased 527 million yen due to the sale of other securities.
Foreign currency translation adjustments increased 217 million yen due to the yen’s depreciation, which widened the difference between the exchange rate
at the time of acquisition of shares of a U.S. subsidiary and the exchange rate during the period of the fiscal year under review.
Non-controlling shareholders’ equity fell 150 million yen due to a decrease in the ratio of non-controlling shareholders’ equity resulting from the acquisitionof additional shares of SBI Asset Management Co., Ltd., etc.
As a result, total net assets were up 4,526 million yen from the end of the previous fiscal year to 16,799 million yen.

(4) Analysis of cash flow
The balance of cash and cash equivalents at the end of the fiscal year under review decreased 2,691 million yen from the end of the previous fiscal year to2,485 million yen. The status of each cash flow is as follows.
(Cash flows from operating activities)
Cash flows from operating activities grew 1,480 million yen from the previous fiscal year to 2,608 million yen.
This was mainly due to the recording of 8,119 million yen of income before income taxes, 8,000 million yen of consideration for the license return receivable,
1,546 million yen of loss on sale of investment securities, 250 million yen of decrease in trade receivables, and 669 million yen of income tax refund.
(Cash flows from investing activities)
Cash flows from investing activities decreased 4,795 million yen from the previous fiscal year to 3,471 million yen. This was mainly due to the purchaseof investment securities of 5,495 million yen, income of 2,534 million yen arising from the sale of investment securities and cancellation of specifiedcomprehensive trust property, and the acquisition of intangible fixed assets of 314 million yen.
(Cash flows from financing activities)
Cash flows from financing activities grew 260 million yen from the previous fiscal year to 1,889 million yen. This was mainly due to the dividend paymentof 1,546 million yen and the expenditure from the acquisition of subsidiary shares without changing the scope of consolidation of 273 million yen, a decrease
from the previous fiscal year.

(5) Explanation about future forecast information such as consolidated earnings forecast
In the asset management business, we will strive to contribute to the asset formation of investors by providing index funds at low cost in order to further
increase the balance of publicly offered additional stock investment trusts, and to improve earnings of regional financial institutions through appropriate-5-

provision of privately offered investment trusts. We will do so with the aim of supporting the advancement and diversification of asset management ofregional financial institutions, etc., thereby increasing the balance, and consequently the earnings of the Group.
In the financial services business, we would like to build a system that can respond swiftly and appropriately to the rapidly changing information
environment, and always provide products and services that utilize the latest communication tools. In addition, we would like to provide services that meetthe specific measures of fiduciary duty (customer-oriented business operation) promoted by sales financial institutions. In particular, we intend to provide
more diverse information so that sales staff of financial institutions can give an adequate explanation to individual investors about the financial products,
thereby enabling more investors to manage their assets in an optimal manner and expanding the Company’s stable earnings base.
We would like to expand the stable earnings base of the Group based on these two core businesses. Regarding the forecasts for the current fiscal year (April
1, 2023, to March 31, 2024), it is difficult to make reasonable calculations of the Group’s business results at this time and we have not yet decided on theforecasts, because it is hard to predict overseas interest rates and economic trends, as well as the financial market trends closely related to the Company’sbusinesses for the full fiscal year.

2.

Basic concept regarding the selection of accounting standards

The Group currently conducts its business mostly in Japan, and since there are few activities overseas, it has adopted Japanese GAAP in consideration of thecost of adopting IFRS (International Financial Reporting Standards).
In the future, we will consider adopting IFRS when the need to adopt IFRS for the Group arises.

-6-

3.

Consolidated Financial Statements and major notes(1) Consolidated Balance Sheet
Fiscal year ended
March 31, 2022
ASSETS
Current assets
Cash and cash equivalents
Accounts receivable
Inventories
Other accounts receivable
Other current assets
Total current assets
Non-current assets
Tangible fixed assets
Leasehold improvement
Accumulated depreciation
Leasehold improvement: net
Furniture, fixtures and equipment
Accumulated depreciation
Furniture, fixtures and equipment: net
Lease equipment under capital
Total tangible fixed assets
Intangible fixed assets
Goodwill
Software
Other current assets
Total intangible assets
Investments and other assets
Investment securities
Deferred tax assets
Other current assets
Total investments and other assets
Total non-current assets
Deferred assets
Stock issuance cost
Total deferred assets
TOTAL ASSETS(All the figures less than 1,000 are rounded down)-7-

Fiscal year ended
March 31, 2023

(Thousand yen)(Thousand yen)

5,176,612
1,611,378※1 1,263
627,760
187,065
7,604,080

2,137,894
1,483,903※1 1,386
9,430,751
937,974
13,991,911

159,445△107,516
51,929197,044△168,111
28,932
69,089149,951

179,208△114,746
64,462200,935△172,908
28,027253,288345,777

1,786,713
1,076,849
282,050
3,145,612

1,676,585
863,429
39,7752,579,790※2 2,624,582※2 3,871,154

345,615
166,511
3,136,709
6,432,274

416,769
142,375
4,430,299
7,355,867

19,00319,003
14,055,358

8,587
8,587
21,356,365

(Thousand yen)

LIABILITIESCurrent liabilities
Accounts payable-trade
Accounts payable–other
Lease payable
Income taxes payable
Consumption taxes payable
Other current assets
Total current liabilities
Non-current liabilities
Long-term lease payable
Total non-current liabilities
TOTAL LIABILITIESNET ASSETS
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stocks

Fiscal year ended

Fiscal year ended

March 31, 2022

March 31, 2023

(Thousand yen)(Thousand yen)

62,618748,528
69,089464,822
90,498346,255

62,753
1,010,877
50,646
2,709,257
12,179508,107

1,781,813

4,353,823-

202,641-

202,641

1,781,813

4,556,464

3,363,635
4,478,772
4,439,392

3,363,635
4,514,168
8,335,546

△29

△20

Total shareholders’ equity
Accumulated other comprehensive income
Valuation difference on other securities

12,281,770

16,213,329△513,787

13,440Foreign currency translation adjustments

36,309254,273△477,478
469,252

267,713

Non-controlling shareholders’ equity
TOTAL NET ASSETS

12,273,545

16,799,901

14,055,358

21,356,365

Total accumulated other comprehensive income

TOTAL LIABILITIES AND NET ASSETS(All the figures less than 1,000 are rounded down)-8-318,858

(2) Consolidated Statement of Income and Consolidated Statement of Comprehensive Income
Consolidated Statement of Income
Fiscal Year
From April 1, 2021
To March 31, 2022
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividends income
Gain on sale of investment securities
Other current assets
Total non-operating income
Non-operating expenses
Foreign exchange losses
Stock issuance cost
Other current assets
Total non-operating expenses
Ordinary income
Extraordinary profit
Consideration for the brand return
Gain on sale of investment securities
Total extraordinary profit
Extraordinary loss
Loss on sale of investment securities
Loss on valuation of investment securities
Impairment loss
Organizational restructuring cost
Impairment loss of intangible fixed assets
Office relocation expenses
Loss on valuation of crypto assets
Total extraordinary loss
Income before income taxes
Income taxes-current
Income taxes-deferred
Total income taxes
Profit
Net income attributable to non-controlling interests
Net income attributable to owners of parent

Fiscal Year
From April 1, 2022
To March 31, 2023

(Thousand yen)(Thousand yen)

8,123,286
3,654,398
4,468,888※1 2,339,083
2,129,805

8,747,113
4,221,253
4,525,860※1 2,694,721
1,831,139

197,072
62,335
26,9187,331
293,659

143,396
462,017
18,49423,377647,285

7,436
9,278
3,054
19,7692,403,695

232
10,416
8,832
19,481
2,458,942

594,466
594,466※2 8,000,000

4,035
326,300
50,408139,365
520,1102,478,052
878,051△115,515
762,535
1,715,516
261,382
1,454,134※3 1,565,298

8,000,000
2,562※4 433,072※5 224,468※6 98,289

9,736
5,924
2,339,352
8,119,590
2,875,940△323,128
2,552,811
5,566,778
123,758
5,443,020(All the figures less than 1,000 are rounded down)

Consolidated Statement of Comprehensive Income
Fiscal Year
From April 1, 2021
To March 31, 2022
ProfitOther comprehensive income
Valuation difference on other securities
Foreign currency translation adjustments
Total other comprehensive income
Comprehensive income(Breakdown)Comprehensive income attributable to owners of theparentComprehensive income attributable to non-controllinginterests(All the figures less than 1,000 are rounded down)-9-

Fiscal Year
From April 1, 2022
To March 31, 2023

(Thousand yen)(Thousand yen)

1,715,516

5,566,778

113,941
170,547
284,4882,000,005

553,130
217,963
771,094
6,337,873

1,699,802

6,188,212

300,202

149,661

Consolidated Statement of Changes in Shareholders’ Equity
Fiscal year ended March 31, 2022
(Thousand yen)
Shareholders’ equity
Common stock
As of April 1, 2021

Capital surplus

3,363,635

Retained earnings

4,906,035

4,464,870

Total shareholders’equityTreasury stocks△29

12,734,512

Fluctuation amount for the period
Dividends from retained earnings△1,479,612△1,479,612

1,454,134

1,454,134

Request for additional purchase of shares less than one unit
Net income attributable to owners of parent
Increase/decrease in non-controlling interests due to merger
between consolidated subsidiaries
Increase/decrease in equity due to additional acquisition ofshares of consolidated subsidiary△427,263△427,263

Increase/decrease in equity due to acquisition of treasury
stocks by consolidated subsidiary
Net income attributable to non-controlling interests
Net changes of items other than shareholders’ equity
Total changes during the period
As of March 31, 2022-

△427,263△25,478-△452,741

3,363,635

4,478,772

4,439,392△29

12,281,770

Accumulated other comprehensive income

As of April 1, 2021

Valuation differenceon other securities

Foreign currencytranslation adjustments

Total accumulated
other comprehensive
incomeNon-controllingshareholders’ equity

TOTAL NET ASSETS△627,728△95,418△723,146

347,566

12,358,931

Fluctuation amount for the period
Dividends from retained earnings△1,479,612

Request for additional purchase of shares less than one unit
Net income attributable to owners of parent

1,454,134

Increase/decrease in non-controlling interests due to merger
between consolidated subsidiaries
Increase/decrease in equity due to additional acquisition ofshares of consolidated subsidiary△176,783△604,047

261,382

261,382

Increase/decrease in equity due to acquisition of treasury
stocks by consolidated subsidiary
Net income attributable to non-controlling interests
Net changes of items other than shareholders’ equity
Total changes during the period
As of March 31, 2022

113,941

131,727

245,668

37,088282,757

113,941

131,727

245,668

121,686△85,385△513,787

36,309△477,478

469,252

12,273,545-10-

Fiscal year ended March 31, 2023
(Thousand yen)
Shareholders’ equity
Common stock
As of April 1, 2022

Capital surplus

3,363,635

Retained earnings

4,478,772

4,439,392

Total shareholders’equityTreasury stocks△29

12,281,770

Fluctuation amount for the period
Dividends from retained earnings△1,546,866

Request for additional purchase of shares less than one unit

14

△1,546,866
9

Net income attributable to owners of parent

5,443,020

23
5,443,020

Increase/decrease in non-controlling interests due to merger
between consolidated subsidiaries

24,24924,249

Increase/decrease in equity due to additional acquisition ofshares of consolidated subsidiary

11,122

11,122

9

9

Increase/decrease in equity due to acquisition of treasury
stocks by consolidated subsidiary
Net income attributable to non-controlling interests
Net changes of items other than shareholders’ equity
Total changes during the period
As of March 31, 2023-

35,396

3,896,153

9

3,931,558

3,363,635

4,514,168

8,335,546△20

16,213,329

Accumulated other comprehensive income

As of April 1, 2022

Valuation differenceon other securities

Foreign currencytranslation adjustments

Total accumulated
other comprehensive
incomeNon-controllingshareholders’ equity△513,787

36,309△477,478

469,252

TOTAL NETASSETS
12,273,545

Fluctuation amount for the period
Dividends from retained earnings△1,546,866

Request for additional purchase of shares less than one unit

23

Net income attributable to owners of parent

5,443,020

Increase/decrease in non-controlling interests due to merger
between consolidated subsidiaries△24,249-

Increase/decrease in equity due to additional acquisition ofshares of consolidated subsidiary△275,737△264,615

Increase/decrease in equity due to acquisition of treasury
stocks by consolidated subsidiary
Net income attributable to non-controlling interests
Net changes of items other than shareholders’ equity

△69

△59

123,758

123,758

527,227

217,963745,191

25,902771,093

Total changes during the period

527,227

217,963745,191△150,394

4,526,356

As of March 31, 2023

13,440254,273

267,713

318,858

16,799,901-11-

(4) Consolidated Cash Flow Statement

Cash flows from operating activities
Income before income taxes
Depreciation
Amortization of long-term prepaid expenses
Amortization of goodwill
Amortization of stock issuance cost
Loss (minus sign means gain) on sale of investment securities
Loss (minus sign means gain) on valuation of investment securities
Loss on valuation of crypto assets
Impairment loss of intangible fixed assets
Impairment loss
Office relocation expenses
Organizational restructuring cost
Consideration for the brand return
Interest and dividend income
Foreign exchange losses (minus sign means gains)
Decrease (minus sign means increase) in trade receivables
Decrease (minus sign means increase) in inventories
Increase (minus sign means decrease) in trade payables
Decrease (minus sign means increase) in accounts receivable
Increase (minus sign means decrease) in accounts payable–other
Decrease (minus sign means increase) in other current assets
Increase (minus sign means decrease) in other current liabilities
Sub totalInterest and dividend income received
Income taxes paid
Income tax refund amount
Cash flows from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from sales of investment securities
Income from shares of subsidiaries resulting in change in scope of
consolidation
Proceeds from collection of guarantee deposits
Payments for guarantee deposits
Cash flows from investing activities
Cash flows from financing activities
Cash dividends paid
Income from disposal of treasury stock
Expenditure on acquisition of subsidiary shares without change inscope of consolidation
Repayments of lease obligations

Fiscal Year

Fiscal Year

From April 1, 2021
To March 31, 2022

From April 1, 2022
To March 31, 2023

(Thousand yen)(Thousand yen)

2,478,052
449,754
4,927
111,904
9,278△617,349
326,300－
139,365
50,408－－－△259,407
7,185

8,119,590
433,967
4,540
117,304
10,416
1,546,803
2,562
5,924
98,289433,072
9,736
224,468△349,493△5△219△586,958△57,116
136,350△8,000,000△605,412△250
250,212△122
135△4,16473,216△123,566△81,260△105,788

1,719,409
70,037△667,271
5,955
1,128,130

2,533,242
149,945△744,449
669,777
2,608,515△11,695△311,807－
1,609,199△19,198△314,428△5,495,591
2,534,716－※2 △183,301

38,750－1,324,447

36,059△29,779△3,471,524△1,479,612－△1,546,866
23△609,154△273,674△60,446△68,663△2,149,212△1,889,180

Effect of exchange rate change on cash and cash equivalents△31,416

60,180Net increase (minus sign means decrease) in cash and cash equivalents

271,948△2,691,356

4,904,960※1 5,176,908※1 2,485,551

Cash flows from financing activities

Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period-12-5,176,908

(5) Notes on Consolidated Financial Statements(Notes on the premise of a going concern)
Not applicable(Notes on the changes in accounting policies)(Application of Implementation Guidance on Accounting Standard for Fair Value Measurement)
The Implementation Guidance on Accounting Standard for Fair Value Measurement (ASBJ Guidance No. 31, June 17, 2021; hereinafter, theImplementation Guidance) has been applied since the beginning of the first quarter of the fiscal year under review. In accordance with the transitional
treatment set forth in Paragraph 27-2 of the Implementation Guidance, the Company decided to apply the new accounting policies specified in the
Implementation Guidance going forward. There is no impact of this change on the consolidated financial statements.
(Important Matters as a Basis for Preparing Consolidated Financial Statements)
1

Matters concerning scope of consolidation(1) Names of consolidated subsidiaries
As of March 31, 2023, the Group consists of the Company and the following six subsidiaries.
Wealth Advisor Co., Ltd.
SBI Asset Management Co., Ltd.
Shinsei Investment Management Co., Ltd.
SBI Alternative Asset Management Co., Ltd.
Carret Holdings Inc.
Carret Asset Management LLC
SBI Asset Management Co., Ltd. and Shinsei Investment Management Co., Ltd. merged on April 1, 2023, and SBI Asset Management Co., Ltd.
was the company surviving the absorption-type merger.
(2) Change in scope of consolidation
SBI Bond Investment Management Co., Ltd. and SBI Regional Revitalization Asset Management Co., Ltd., which were consolidated subsidiariesof the Company, are excluded from the scope of consolidation because they ceased to exist during the second quarter of the fiscal year underreview as a result of an absorption-type merger in which SBI Asset Management Co., Ltd., also a consolidated subsidiary of the Company, wasthe surviving company.
Shinsei Investment Management Co., Ltd. is included in the scope of consolidation, as it was made into a subsidiary during the third quarter ofthe fiscal year under review by the Company acquiring all of its shares.
SBI Asset Management Group Co., Ltd., a wholly-owned subsidiary of the Company and an intermediate holding company of the Group’s asset
management business, is excluded from the scope of consolidation because it ceased to exist as a result of an absorption-type merger in which theCompany was the surviving company.
E-Advisor Co., Ltd., which was a consolidated subsidiary of the Company, is excluded from the scope of consolidation because it ceased to exist
during the fourth quarter of the fiscal year under review as a result of an absorption-type merger in which Morningstar Asset Management Co.,
Ltd., also a consolidated subsidiary of the Company, was the surviving company.
Morningstar Asset Management Co., Ltd. changed its trade name to “Wealth Advisor Co., Ltd.”(3) Names of non-consolidated subsidiaries, etc.
SBI Alternative Fund GK(Reason for exclusion from the scope of consolidation)
SBI Alternative Fund GK is a business operator of an anonymous partnership business that manages investment trusts by the anonymous partnership method.
Almost all profits and losses of the subsidiary, including the business of the anonymous partnership, belong to the anonymous partnership member and do
not formally or substantially belong to the subsidiary or its parent company. Moreover, there are few transactions with the subsidiary. Since there is a riskthat the consolidation of the subsidiary can significantly mislead the judgment of stakeholders, the subsidiary is excluded from the scope of consolidationin accordance with Section 19 of ASBJ Guidance No. 22 “Application Guidelines for Determining the Scope of Subsidiaries and Affiliates in Consolidated
Financial Statements.”
2

Matters concerning the application of the equity method
Not applicable

3

Matters concerning the fiscal year, etc. of consolidated subsidiaries
Of the consolidated subsidiaries, Carret Holdings, Inc. and Carret Asset Management LLC have a closing date of December 31.
In preparing consolidated financial statements, the balance sheet as of December 31, 2022, and income statement and cash flow statement from January
1, 2022, to December 31, 2022, of Carret Holdings, Inc. and Carret Asset Management LLC are consolidated. For important transactions that occurred
between the consolidated closing date and fiscal year end of the above companies, the necessary adjustments for consolidation are made.

4

Matters concerning accounting policy(1) Valuation basis and valuation method of important assets
1)

Securities-13-

Other securities
Securities other than stocks without market value, etc.
The market value method (net unrealized gains (losses) are directly included in net assets, and cost of sales is computed using the moving
average cost method)
Stocks without market value, etc.
Moving average cost method
2)

Inventory
Cost method (method of devaluation of book value due to decline in profitability)
Supplies ... Total average method(2) Depreciation method of important depreciable assets
1)

Tangible fixed assets
The straight-line method

2)Intangible fixed assets
The straight-line method
Of software, software for internal use is amortized using the straight-line method based on the in-house usable period (5 years), and software
for sale on the market is amortized using the straight-line method based on the expected validity period (3 years or less).

(3) Accounting standard for material allowances
Allowance for bad debt
Estimated uncollectible amounts are recorded for specific receivables, such as bad debts, taking into consideration recoverability individually.
(4) Accounting standard for material revenue and expenses
The details of the main performance obligations in major businesses regarding revenue from contracts with customers and the ordinary point intime at which such performance obligations are satisfied (the ordinary point in time at which revenue is recognized) are as follows.
1.

Data Solutions
Fund data reports, etc.:
We provide fund data reports, etc. for financial institutions. Because the performance obligations are satisfied by such provision to customers,
we recognize revenue when the provision is completed.
Tablet application fees, etc.:
We provide financial institutions with Wealth Advisor, a sales support tool, etc. Because the performance obligations are satisfied bycustomers’ use of the services, we recognize revenue according to the length of period of their use.

2.

Media Solutions
Because the performance obligations are satisfied by posting a customer’s ad, we recognize revenue according to the period in which thead is posted.

3.

Asset Management
Investment trust management fees are paid as trust fees in accordance with the terms and conditions of investment trusts, in consideration
for satisfying the performance obligation to give investment instructions for publicly and privately offered investment trust property basedon the terms and conditions of investment trusts. After the establishment of a fund, the amount calculated by multiplying the daily net asset
balance by a certain percentage is recognized as revenue over the investment period of the fund.
Management fees are paid mainly in consideration for satisfying the performance obligation to perform asset management, after adiscretionary investment contract is concluded with a customer (investor). The amount calculated based on conditions, such as the assets to
be managed, balance, period and rate, as specified for each discretionary investment contract, is recognized as revenue over the period during
which the management is entrusted.

(5) Basis for converting significant foreign currency assets or liabilities into Japanese currency
Assets and liabilities of foreign subsidiaries are converted into yen at the closing exchange rate on the closing date, and the conversion difference
is included in the translation adjustment account and non-controlling interests in net assets.
(6) Important hedge accounting methods
Hedge accounting method ... Deferred hedge processing
Hedging method and hedged item
Hedging method ... Stock index futures
Hedged item ... Investment securities
Hedging policy
To reduce the risk of price fluctuations, we hedge within the scope of the target assets.
Method of assessing hedge effectiveness
During the period from the start of hedging to the time of determining effectiveness, the cumulative changes in the market value of the hedged
item and the hedging instrument are compared, and a judgment is made based on the amount of changes in both.
(7) Matters concerning amortization of goodwill-14-

Goodwill is equally amortized over 20 years.
(8) Stock issuance cost
Straight-line amortization over 3 years(9) Scope of funds in consolidated statement of cash flows
Cash (cash and cash equivalents) in the consolidated statement of cash flows consists of cash on hand, deposits that can be withdrawn on an asneeded basis, and short-term investments that can easily be redeemed with a redemption period within three months from the acquisition date, andthat bear only a small risk of value fluctuations.
(Business combination)
Transactions between entities under common control<1> Merger of SBI Asset Management Co., Ltd., SBI Bond Investment Management Co., Ltd. and SBI Regional Revitalization Asset Management Co.,Ltd.
At the Board of Directors meeting held on June 23, 2022, the Company resolved to conduct an absorption-type merger regarding its consolidated
subsidiaries, SBI Asset Management Co., Ltd., SBI Bond Investment Management Co., Ltd., and SBI Regional Revitalization Asset Management Co.,
Ltd., with SBI Asset Management Co., Ltd. as the surviving company, and conducted the said absorption-type merger on August 1, 2022.
1.

Summary of Transactions(1) The names of the parties to the combination and the details of their businesses
1)Company surviving the absorption-type merger
Name: SBI Asset Management Co., Ltd.
Business details: Formation and management of publicly and privately offered investment trusts, mainly equity funds

2)
1)Companies disappearing in the absorption-type merger
Name: SBI Bond Investment Management Co., Ltd.
Business details: Formation and management of publicly and privately offered investment trusts, mainly bond funds

2)

Name: SBI Regional Revitalization Asset Management Co., Ltd.
Business details: Management of investment trusts, etc. for investment of regional financial institutions’ own funds(2) Date of business combination: August 1, 2022
(3) Legal form of business combination
An absorption-type merger with SBI Asset Management Co., Ltd. as the surviving company, and SBI Bond Investment Management Co., Ltd.
and SBI Regional Revitalization Asset Management Co., Ltd. as the disappearing companies.
(4) Name of the combined entity
No change.
(5) Summary of the transaction, including its purpose
The Group’s asset management business comprises a total of nine companies (before the said merger), including SBI Asset Management Co., Ltd.,
which mainly forms and manages low-cost index funds, SBI Bond Investment Management Co., Ltd. and SBI Regional Revitalization AssetManagement Co., Ltd., which mainly form and manage private placement investment trusts to support the advancement and diversification ofregional financial institutions.
The purpose of the merger was to integrate management resources such as systems, data, and personnel, to improve operational efficiency andenhance profitability, and to further strengthen the risk management and compliance systems.
2.

Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

<2>

Merger with a consolidated subsidiary (an intermediate holding company of the asset management business)

At the Board of Directors meeting held on August 25, 2022, the Company resolved to conduct an absorption-type merger of SBI Asset Management Group
Co., Ltd., a subsidiary of the Company and an intermediate holding company of the Group’s asset management business, on October 1, 2022, and conducted
the said absorption-type merger on October 1, 2022.
1.

Summary of Transactions(1) The names of the parties to the combination and the details of their businesses
1)Company surviving the absorption-type merger: The Company
Business details: Financial services business that mainly compares, analyzes and evaluates information on general asset management andprovides customers with such information, as well as provides consulting and other services

2)Companies disappearing in the absorption-type merger-15-Name: SBI Asset Management Group Co., Ltd.
Business details: An intermediate holding company of the asset management business(2) Date of business combination: October 1, 2022
(3) Legal form of business combination
An absorption-type merger with the Company as the surviving company, and SBI Asset Management Group Co., Ltd. as the disappearing company.
(4) Name of the combined entity: No change.
(5) Summary of the transaction, including its purpose
The objective of SBI Asset Management Group Co., Ltd. as an intermediate holding company of the asset management business was to effectively
manage the data, systems, personnel and other management resources of the asset management companies in the Group in order to improve
operational efficiency.
As stated in <1> Merger of SBI Asset Management Co., Ltd., SBI Bond Investment Management Co., Ltd. and SBI Regional Revitalization AssetManagement Co., Ltd., the absorption-type merger on August 1, 2022, of SBI Asset Management Co., Ltd., SBI Bond Investment Management
Co., Ltd., and SBI Regional Revitalization Asset Management Co., Ltd., which were our major subsidiaries in the Group’s asset managementbusiness, with SBI Asset Management Co., Ltd. as the surviving company, enabled the three companies to integrate management resources andfurther enhance operational efficiency and profitability.
As we determined that the role of SBI Asset Management Group Co., Ltd. as an intermediate holding company was terminated, we merged with
SBI Asset Management Group Co., Ltd. for the purpose of further streamlining the management of the consolidated group.
2.

Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

<3>

Acquisition of shares of Shinsei Investment Management Co., Ltd. and making the company into a subsidiary

At the Board of Directors meeting held on September 22, 2022, the Company resolved to acquire all shares of Shinsei Investment Management Co., Ltd., anasset management company, and on October 3, 2022, the Company acquired said shares and made the company into a subsidiary.
1.

Summary of Transactions(1) Overview of business combination
1)

Name and business details of the acquired company
Name of the acquired company: Shinsei Investment Management Co., Ltd.
Business details: Management of publicly offered and privately placed investment trusts

2)

Main reasons for the business combination
As a core company in the SBI Group’s asset management business, the Company provides high-quality, low-cost investment products to help
individual and institutional investors manage their assets appropriately. The balance of assets under management at our subsidiaries, led by
SBI Asset Management Co., Ltd. (hereinafter, SBI Asset Management), has been rapidly expanding.
Currently, investment products offered by SBI Asset Management mainly consist of publicly offered equity-type index funds and privately
placed fixed-income funds entrusted mainly by regional financial institutions. The addition of investment products, such as active funds offunds managed mainly by Shinsei Investment Management, which has become our subsidiary, is deemed to broaden the range of asset classes
of investment products that we can offer and further contribute to the optimal asset management of individual and institutional investors.
The consolidated management of our subsidiaries and Shinsei Investment Management is deemed to strengthen the Group’s overall sales andproduct structuring capabilities, improve the efficiency of the middle-back system, and in turn strengthen the risk management and compliancesystems. Therefore, the Company made it into its consolidated subsidiary.

3)
4)

Date of business combination: October 3, 2022 (deemed acquisition date: October 1, 2022)
Legal form of business combination
Acquisition of shares for cash

5)

Name of the combined entity
Shinsei Investment Management Co., Ltd.

6)

Percentage of voting rights acquired
100% of voting rights after acquisition

7)

Main grounds for determining the acquired company
This was due to the acquisition of shares by the Company for cash.

(2) Acquisition costs of the acquired company and its breakdown
Consideration for acquisition (cash): 1,300,000 thousand yen, acquisition cost: 1,300,000 thousand yen(3) Amount, cause, amortization method and amortization period of goodwill incurred

-16-

1)
2)

Goodwill incurred: 62,528 thousand yen
Cause of incurrenceThis is the excess earnings power expected from future business development.

3)

Amortization method and amortization period
Straight-line amortization over 20 years

2.

Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

<4>

Merger between Morningstar Asset Management Co., Ltd. and E-Advisor Co., Ltd.

At the Board of Directors meeting held on January 27, 2023, the Company resolved to conduct an absorption-type merger of Morningstar Asset Management
Co., Ltd. and E-Advisor Co., Ltd., both the Company’s consolidated subsidiaries, with Morningstar Asset Management Co., Ltd. as the surviving company,
and conducted the said absorption-type merger on March 30, 2023.
1.

Summary of Transactions(1) The names of the parties to the combination and the details of their businesses
1)Company surviving the absorption-type merger
Name: Morningstar Asset Management Co., Ltd.
Business details: Investment advice for financial institutions, focusing on the formation of investment trusts and defined contribution pension
plans

2)

Companies disappearing in the absorption-type merger
Name: E-Advisor Co., Ltd.
Business details: Equity-related financial services business, publication of “Stock Newspaper,” and provision of financial information on
China and Asia

(2) Date of business combination: March 30, 2023
(3) Legal form of business combination
An absorption-type merger with Morningstar Asset Management Co., Ltd. as the surviving company, and E-Advisor Co., Ltd. as the disappearing
company.
(4) Name of the combined entity
Wealth Advisor Co., Ltd.
Morningstar Asset Management Co., Ltd. changed its trade name to Wealth Advisor Co., Ltd. as of March 30, 2023.
(5) Summary of the transaction, including its purpose
In the financial services business in the Group, the financial services business related to investment trusts was operated by the Company while theequity-related financial services business was operated by E-Advisor Co., Ltd. In order to integrate the management resources such as systems,
data and personnel, and to enhance operational efficiency and profitability, the Company’s financial services business related to investment trusts
was split and absorbed into Morningstar Asset Management Co., Ltd. At the same time, we conducted an absorption-type merger of Morningstar
Asset Management Co., Ltd. and E-Advisor Co., Ltd. effective March 30, 2023, in which Morningstar Asset Management Co., Ltd. was thesurviving company.
As Morningstar Asset Management Co., Ltd. holds an investment advisory license and is the surviving company, it will continue to have thislicense and will also strengthen the investment advisory services business.
2.

Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

<5>
1.

Absorption-type split of financial services business into a subsidiary
Summary of Transactions(1) The split business
Financial services business related to investment trusts(Business details)
Provision of financial information on investment trusts, advertising, seminars, and overseas financial information(2) Date of business combination: March 30, 2023
(3) Legal form of business combination
Absorption-type split with the Company as the split company and Morningstar Asset Management Co., Ltd. as the succeeding company.

-17-

(4) Name of the combined entity
Wealth Advisor Co., Ltd.
Morningstar Asset Management Co., Ltd. changed its trade name to Wealth Advisor Co., Ltd. as of March 30, 2023.
(5) Allotment related to the company split
As the Company owns all shares of Morningstar Asset Management Co., Ltd., no shares or other money were allocated or delivered in connection
with the company split.
(6) Purpose of the company split
As a holding company, the Company aims to increase the corporate value of the Group by optimizing the allocation of management resources
across the entire Group, responding quickly to environmental changes, and strengthening governance.
As part of this, with the absorption-type split of the financial services business related to investment trusts operated by the Company into
Morningstar Asset Management Co., Ltd. and the absorption-type merger of E-Advisor Co., Ltd., which operated the equity-related financial
services business, into Morningstar Asset Management Co., Ltd., both aimed at integrating management resources such as systems, data andpersonnel and enhancing operational efficiency and profitability, Wealth Advisor Co., Ltd. (whose former trade name was Morningstar AssetManagement Co., Ltd.) will promote the financial services business.
2.

Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

-18-

(Notes on Consolidated Balance Sheet)*1

Breakdown of inventories
Fiscal Year ended March 31, 2022

Supplies*2(Thousand yen)
Fiscal Year ended March 31, 2023

1,263

1,386

Investments in non-consolidated subsidiaries and affiliates(Thousand yen)

Fiscal Year ended March 31, 2022
Investment securities (shares)

Fiscal Year ended March 31, 2023

5,000

14,000(Notes on Consolidated Statement of Income)*

Major items of selling and general administrative expenses
Fiscal Year ended March 31, 2022
(April 1, 2021 - March 31, 2022)(Thousand yen)
Fiscal Year ended March 31, 2023
(April 1, 2022 - March 31, 2023)

Employee’s salaries

1,003,493

1,093,702

Executive’s salaries

356,587

423,904

Retirement benefit costs

12,232

11,109(2) Consideration for the brand return8,000,000 thousand yen

We recorded the consideration for returning the Morningstar brand to Morningstar, Inc., U.S., as extraordinary income.
(3) Loss on sale of investment securities

1,565,298 thousand yen

This is a loss on the sale of some investment securities held by the Company.
(4) Impairment loss

433,072 thousand yen

Impairment recognition of a portion of goodwill in the amount reflecting profitability at the end of the fiscal year under review
Impairment of software related to the Morningstar brandIn the fiscal year under review, we recognized an impairment loss for goodwill as below in the amount reflecting profitability at the end of the fiscal
year under review.
Factors causing goodwill
Acquisition of Kabushiki Shimbun Co., Ltd.,making the company into a subsidiary, andmergerAcquisition of SBI Searchina Co., Ltd. andmaking the company into a subsidiaryBusinesses and services towhich goodwill belongs
Publication of “Stock Newspaper”
and provision of equity-related
information
Provision of financial information
on China and Asia

(5) Organizational restructuring cost

Month and year of
business combination

Impairment lossof goodwill

Balance of
goodwill

April 2008

31 million yen- million yen

October 2012

152 million yen- million yen

224,468 thousand yen

Costs of returning the Morningstar brand
Retirement of paid royalties (long-term prepaid expenses) to Morningstar, Inc.
Outsourcing and personnel expenses for the elimination and change of the Morningstar brandCosts of extraordinary general meeting of shareholders, attorney fees, investigation expenses, and calculation expenses
Costs of preparing registration statements for changing the trade name of the Company and our subsidiaries, etc.
(6) Impairment loss of intangible fixed assets

98,289 thousand yen

We disposed of software that was not expected to operate.

-19-

(Notes on shareholders’ equity)
Fiscal year ended March 31, 2022 (April 1, 2021, to March 31, 2022)
1.

Type and total number of outstanding shares
Beginning of fiscal year

2.

Decrease number offiscal year

Ending of fiscal year

Outstanding shares
Common stock

89,673,600--

89,673,600

Annual

89,673,600--

89,673,600

Type and number of treasury stock
Beginning of fiscal year

3.

Increase number offiscal year

Increase number offiscal year

Decrease number offiscal year

Ending of fiscal year

Treasury stocks
Common stock

170

-

-

170

Annual

170

-

-

170

Stock option
Not applicable

4.

Treasury stock acquisition rights
Not applicable

5.

Dividends(1) Dividends paid
Resolution ofKind of shares

Source ofdividends

Total dividends(Thousand yen)

Dividend pershare (yen)May 14, 2021
board of directors

Common stock

Retained earnings

762,224

8.50

March 31, 2021

June 1, 2021

September 22, 2021
board of directors

Common stock

Retained earnings

717,387

8.00

September 30, 2021

December 1, 2021

Date of right allotment

Effective date(2) Dividends for which the record date belongs to the fiscal year under review but the effective date belongs to the following fiscal year
Resolution ofKind of shares

Source ofdividends

Total dividends(Thousand yen)

Dividend pershare (yen)Date of right allotment

Effective date

May 19, 2022
board of directors

Common stock

Retained earnings

807,060

9.00

March 31, 2022

June 1, 2022

-20-

Fiscal year ended March 31, 2023 (April 1, 2022, to March 31, 2023)
1.

Type and total number of outstanding shares
Increase number offiscal year

Beginning of fiscal year2.

Outstanding shares
Common stock

89,673,600

Annual

89,673,600-

Ending of fiscal year-

89,673,600
89,673,600

Type and number of treasury stock
Beginning of fiscal year

3.

Decrease number offiscal year

Treasury stocks
Common stock

170

Annual170

Increase number offiscal year

Decrease number offiscal year-

Ending of fiscal year

50

120

50

120

Stock option
Not applicable

4.

Treasury stock acquisition rights
Not applicable

5.

Dividends(1) Dividends paid
Resolution ofKind of shares

Source ofdividends

Total dividends(Thousand yen)

Dividend pershare (yen)May 19, 2022
board of directors

Common stock

Retained earnings

807,060

9.00

March 31, 2022

June 1, 2022

September 22, 2022
board of directors

Common stock

Retained earnings

739,805

8.25

September 30, 2022

December 1, 2022

Date of right allotment

Effective date(2) Dividends for which the record date belongs to the fiscal year under review but the effective date belongs to the following fiscal year
Resolution ofKind of shares

Source ofdividends

May 9, 2023
board of directors

Common stock

Retained earnings

Total dividends(Thousand yen)
1,143,338-21-

Dividend pershare (yen)12.75

Date of right allotment
March 31, 2023

Effective dateJune 1, 2023

(Notes on Consolidated Cash Flow Statement)*1 Relationship between the balance of cash and cash equivalents at the end of the period and the amount of items posted on the consolidated balance
sheet
Fiscal Year ended
March 31, 2022
(Thousand yen)
Cash and cash equivalents

Fiscal Year ended
March 31, 2023
(Thousand yen)

5,176,612

Deposit to securities company account (of other current assets)
Cash and cash equivalents at the end of fiscal year

2,137,894

296

347,657

5,176,908

2,485,551*2 Main breakdown of assets and liabilities of the company that became a consolidated subsidiary due to the acquisition of sharesFiscal Year ended March 31, 2022 (April 1, 2021, to March 31, 2022)
Not applicable
Fiscal Year ended March 31, 2023 (April 1, 2022, to March 31, 2023)
The breakdown of assets and liabilities at the start of consolidation resulting from consolidating Shinsei Investment Management Co., Ltd. throughacquisition of shares on October 3, 2022 (deemed acquisition date: October 1, 2022), which was absorbed into SBI Asset Management Co., Ltd. (a subsidiaryof the Company) as of April 1, 2023, and the relationship between the acquisition cost of the said company’s shares and the expenditure (net) on theacquisition are as follows:(Thousand yen)
Current assets

1,524,318

Non-current assets

58,990Current liabilities

327,228

Non-current liabilities

18,609Goodwill

62,528Acquisition cost of shares

1,300,000

Cash and cash equivalents△1,116,698

Net: expenditure on the acquisition

183,301-22-

(Notes on tax)
Fiscal Year ended March 31, 2022
1
Breakdown of deferred tax assets and deferred tax liabilities by major
cause(Thousand yen)
Disallowed business tax payable
41,506

Fiscal Year ended March 31, 2023
1

Breakdown of deferred tax assets and deferred tax liabilities by major
cause(Deferred tax assets)(Thousand yen)
Disallowed business tax payable

128,833

Disallowed account payable

16,970

Disallowed account payable

44,508

Unrealized profit

14,718

Unrealized profit

2,204

Valuation difference on other securities

124,819

Impairment loss

149,613

Impairment loss

103,991

Impairment loss of intangible fixed assets

45,346

Impairment loss of intangible fixed assets

18,919Tax loss carry-forwards

115,876

Other current assets

24,690

Other current assets

15,754

Total deferred tax assets

345,615

Total deferred tax assets

502,137(Deferred tax liabilities)(Thousand yen)

Valuation difference on other securities

17,360Accrued dividends receivable

68,008

Total deferred tax liabilities

85,368

Net amount of deferred tax assets

416,769(Note)

Amount of tax loss carry-forwards and deferred tax assets bycarry-over period

Tax loss carry-forwards (a)Within one
year(Thousandyen)

Annual(Thousand yen)

115,876

115,876

Valuation allowance－－

Deferred tax assets

115,876(b)115,876(a)2

Breakdown of the main items that caused the difference between thestatutory effective tax rate and the tax burden rate after application oftax effect accounting

The amount of tax loss carry-forwards is calculated bymultiplying by the statutory effective tax rate.
(b)
Deferred tax assets are recorded for tax loss carry-forwards of
115,876 thousand yen (calculated by multiplying by the statutory
effective tax rate). The amount of deferred tax assets represents
the recognition of the portion of tax loss carry-forwards
determined to be recoverable based on the expected future taxable
income, that resulted from non-recurring losses on the sale ofinvestment securities recorded in the fiscal year under review bycurrent Wealth Advisor Co., Ltd., which is a consolidated
subsidiary (formerly E-Advisor Co., Ltd. and Morningstar AssetManagement Co., Ltd.; Morningstar Asset Management Co., Ltd.,as the surviving company, absorbed and merged with E-Advisor
Co., Ltd., changed the trade name, and took over the Company’s
financial services business as of March 30, 2023).
2
Breakdown of the main items that caused the difference between thestatutory effective tax rate and the tax burden rate after application oftax effect accounting

Description is omitted because the difference between the statutory

Description is omitted because the difference between the statutory

effective tax rate and the tax burden rate after application of tax effecteffective tax rate and the tax burden rate after application of tax effectaccounting is 5% or less of the statutory effective tax rate.

accounting is 5% or less of the statutory effective tax rate.

-23-

(Segment information, etc.)[Segment information]
1.

Summary of reporting segments

The Group’s reporting segments have separate financial information available from the Group’s constituent units and are subject to regular review by the
Board of Directors to determine resource allocation decisions and assess performance.
The main types of business by reporting segment (as of March 31, 2023) are as follows.
(Asset Management Business)
Business that provides investment management and investment advice such as investment trust setting, solicitation, and management based on the Financial
Instruments and Exchange Act
Service classification
Asset Management

Main business contents
Investment management including setting, solicitation, and management of investment trusts centeredon publicly offered additional stock investment trusts and privately offered bond-type investment trusts,
investment advisory services for funds of funds, defined contribution pension-related consulting, etc.

(Financial Services Business)
Business that collects information on finance, websites, etc., compares, analyzes, evaluates and processes the accumulated information, provides it tocustomers, and provides consulting.
Service classification

Financial Services

2.

Main business contents
Daily web-based “Stock Newspaper,” stock and corporate information distribution, fund analysis report,
domestic stock report, U.S. stock report, provision of custom fund data to financial institutions andmedia, selection and announcement of fund awards, provision of investment trust comparison analysis
tools, advice related to corporate defined contribution pension plans, planning and operation of websites
related to individual defined contribution pension plan (iDeCo) and small investment tax exemption
system (NISA) as well as their content creation and provision, sales of tablet application data tofinancial institutions, and provision of information on valuation of crypto assets
Advertising on the Group’s website (Wealth Advisor website, Chinese information site “Searchina”),
consulting income related to advertising of financial product sales institutions in various types of media,
marketing consulting, advertising agency business, newspaper advertising, seminars on IR, life planning,asset management, etc., life planning support business including provision of simulation tools, etc.

Method of calculating the amount of sales, profits or losses, assets, liabilities and other items in the reporting segments
The method of accounting for the reported business segments is the same as described in “Important matters as a basis for preparing consolidated
financial statements.”
Profit for the reporting segment is based on operating income.
The amount of sales, profits and other items of the asset management business is the total of the amounts of sales, profits and other items of thefollowing subsidiaries.
SBI Asset Management Group Co., Ltd., SBI Asset Management Co., Ltd., Morningstar Asset Management Co., Ltd., Shinsei Investment Management
Co., Ltd., Carret Holdings, Inc., Carret Asset Management LLC, SBI Bond Investment Management Co., Ltd., SBI Regional Revitalization AssetManagement Co., Ltd., SBI Alternative Asset Management Co., Ltd.
The amount of assets, liabilities and other items is the total of the amounts of assets, liabilities and other items of the following subsidiaries.
SBI Asset Management Co., Ltd., Shinsei Investment Management Co., Ltd., Carret Holdings, Inc., Carret Asset Management LLC, SBI Alternative
Asset Management Co., Ltd.
Of the consolidated subsidiaries, Carret Holdings, Inc., and Carret Asset Management LLC have a closing date of December 31.
For Carret Holdings, Inc. and Carret Asset Management LLC, the figures for assets, liabilities and other items as of December 31, 2022, and sales,
profits and other items from January 1, 2022, to December 31, 2022, are used in preparing the segment information. For important transactions that
occurred between the consolidated closing date and fiscal year end of the above companies, the necessary adjustments for consolidation are made.
The amount of sales, profits and other items of the financial services business is the total of the amounts of sales, profits and other items of the Company
and E-Advisor Co., Ltd.
Internal sales or transfers between segments are determined by consultation while taking into account market prices.
The amount of assets, liabilities and other items is the total of the amounts of assets, liabilities and other items of the Company and Wealth Advisor
Co., Ltd.

-24-

3.

Information on sales and income or loss for each reporting segment
Fiscal Year ended March 31, 2022 (April 1, 2021, - March 31, 2022)(Thousand yen)
Reporting segment
Asset
Management
Business

Financial
Services
Business

Matters concerning
difference
adjustment

Amount recordedon consolidated
financialstatements

8,123,286－

8,123,286

Total

Sales
Sales to external customers

5,949,302

2,173,984

73

24,08824,161△24,161－

5,949,376

2,198,072

8,147,448△24,161

8,123,286

1,557,255

572,549

2,129,805－

2,129,805

Segment assets

7,426,371

9,084,079

16,510,451△2,455,092

14,055,358

Segment liabilities

3,949,248

287,657

4,236,905△2,455,092

1,781,813

Depreciation

15,461

434,292

449,754－449,754

Amortization of goodwill

86,23825,665111,904－

111,904

Increase in tangible and intangible fixed assets

8,581

280,112288,693－288,693

Internal sales or transfers between segments
Total
Segment operating income

Other

Fiscal Year ended March 31, 2023 (April 1, 2022, - March 31, 2023)(Thousand yen)
Reporting segment
Asset
Management
Business

Financial
Services
Business

Total

Matters concerning
difference
adjustment

Amount recordedon consolidated
financialstatements

Sales
Sales to external customers
Internal sales or transfers between segments

6,841,373

1,905,740

8,747,113-

8,747,113

164

24,01924,184△24,184

8,747,113

6,841,538

1,929,760

8,771,298△24,184

Segment operating income

1,484,812

346,326

1,831,139-

1,831,139

Segment assets

8,321,184

15,592,340

23,913,524△2,557,159

21,356,365

Segment liabilities

2,929,016

4,184,607

7,113,623△2,557,159

4,556,464

Depreciation

15,072418,895

433,967-

433,967

Amortization of goodwill

100,279

17,025

117,304-

117,304

Increase in tangible and intangible fixed assets

140,623554,792

695,416-

695,416

Total

Other

4.

Difference between the total of reporting segments and the consolidated income statement, and the main content of the difference (matters concerning
difference adjustment)(Thousand yen)
Sales

Fiscal Year ended March 31, 2022

Fiscal Year ended March 31, 2023

Total of reporting segment

8,147,448

8,771,298

Elimination of transactions between segments△24,161△24,184

Net sales in the consolidated income statement

8,123,286

8,747,113(Thousand yen)Segment operating income

Fiscal Year ended March 31, 2022

Total of reporting segment

2,129,805

1,831,139－－

2,129,805

1,831,139

Elimination of transactions between segments
Operating income in the consolidated income statement

Fiscal Year ended March 31, 2023

(Thousand yen)Segment assets

Fiscal Year ended March 31, 2022

Fiscal Year ended March 31, 2023

Total of reporting segment

16,510,451

23,913,524

Elimination of transactions between segments△2,455,092△2,557,159

Assets in the consolidated balance sheet

14,055,358

21,356,365-25-

(Thousand yen)Segment liabilities

Fiscal Year ended March 31, 2022

Total of reporting segment

Fiscal Year ended March 31, 2023

4,236,905

7,113,623

Elimination of transactions between segments△2,455,092△2,557,159

Liabilities in the consolidated balance sheet

1,781,813

4,556,464(Thousand yen)

Total of reporting segment
Other Item

Elimination of transactions
between segments

Amount recorded on
consolidated financial statements

Fiscal Year
ended March 31,
2022

Fiscal Year
ended March 31,
2023

Fiscal Year
ended March 31,
2022

Fiscal Year
ended March 31,
2023

Fiscal Year
ended March 31,
2022

Fiscal Year
ended March 31,
2023

Depreciation

449,754433,967－－

449,754433,967

Amortization of goodwill

111,904

117,304－－

111,904

117,304

Increase in tangible andintangible fixed assets

288,693

695,416－－

288,693

695,416-26-

(Related information)
1.

Information about products and services
Fiscal Year ended March 31, 2022 (April 1, 2021 - March 31, 2022)(Thousand yen)
Asset Management Business
Sales to external customers

Financial Services Business

5,949,302

2,173,984

Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)(Thousand yen)
Asset Management Business
Sales to external customers
2.

Financial Services Business

6,841,373

1,905,740

Information about the area
(1) Sales
Fiscal Year ended March 31, 2022 (April 1, 2021 - March 31, 2022)(Note) Sales are classified by country or region based on the customer’s location.
(Thousand yen)Japan

United States

6,785,501

Total

1,337,785

8,123,286

Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)(Note) Sales are classified by country or region based on the customer’s location.
(Thousand yen)Japan

United States

7,338,551

Total

1,408,562

8,747,113(2) Property, plants and equipment
Since the amount of property, plants and equipment located in Japan exceeds 90% of the amount of property, plants and equipment on the
consolidated balance sheet, information on property, plants and equipment by area is omitted.
3.

Information about major customers
Fiscal Year ended March 31, 2022 (April 1, 2021 - March 31, 2022)
Not applicable
Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)
Not applicable

4.

Information on impairment loss on fixed assets or on goodwill of each reporting segment[Information on impairment loss on fixed assets of each reporting segment]
Fiscal Year ended March 31, 2022 (April 1, 2021, to March 31, 2022)
Not applicable
Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)(Thousand yen)
Asset Management
Business
Impairment loss

Financial Services
Business-

248,623All consolidated common/ elimination-

Amount recorded on
consolidatedbalance sheet
248,623

Significant changes in the amount of goodwill
Fiscal Year ended March 31, 2022 (April 1, 2021, to March 31, 2022)(Thousand yen)
Asset Management
Business
Impairment loss

Financial Services
Business-

50,408-27-

All consolidated common/ elimination-

Amount recorded on
consolidatedbalance sheet
50,408

Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)(Thousand yen)
Asset Management
Business
Impairment loss

Financial Services
Business-

All consolidated common/ elimination

184,449

Amount recorded on
consolidatedbalance sheet-

184,449[Information on amortization of goodwill and unamortized balance per reporting segment]
Fiscal Year ended March 31, 2022 (April 1, 2021, to March 31, 2022)(Thousand yen)
Asset Management
Business

Financial Services BusinessAll consolidated common /elimination

Amount recorded on
consolidatedbalance sheet

Current period
depreciation amount86,23825,665－111,904

Fiscal year-end balance

1,585,239

201,474－

1,786,713

Fiscal Year ended March 31, 2023 (April 1, 2022 - March 31, 2023)(Thousand yen)
Asset Management
Business

Financial Services BusinessAll consolidated common /elimination

Amount recorded on
consolidatedbalance sheet

Current period
depreciation amount

100,279

17,027－

117,304

Fiscal year-end balance

1,676,585－－

1,676,585(Note) An impairment loss of 184,449 thousand yen was recorded for goodwill attributable to the financial services business.
[Significant negative goodwill income]Not applicable(Information on a per share amount)
Fiscal Year ended
March 31, 2022
(April 1, 2021 –March 31, 2022)

Fiscal Year ended
March 31, 2023
(April 1, 2022 –March 31, 2023)

Net asset per share (Yen)

131.64183.79Net income per share (Yen)

16.22
－

60.70
－

Diluted net income per share (Yen)
Diluted net income per share for the fiscal year under review is not stated as there are no dilutive shares.
(Notes)1.

The amount of net income per share and the basis for calculation of diluted net income per share are as follows.
Fiscal Year ended
March 31, 2022
(April 1, 2021 –March 31, 2022)

Fiscal Year ended
March 31, 2023
(April 1, 2022 –March 31, 2023)

Net income per share
Net income attributable to owners of parent(Thousand yen)

1,454,134

5,443,020－－

Net income attributable to owners of parent related tocommon stock (Thousand yen)

1,454,134

5,443,020

Average number of shares of common stock during the period(Share)89,673,430

89,673,453

Amount not attributable to common shareholders(Thousand yen)

*Diluted net income per share is not stated as there are no dilutive shares.

-28-

2

The amount of net asset per share and the basis for calculation are as follows.
Fiscal Year ended
March 31, 2022
(April 1, 2021 –March 31, 2022)

Total amount of net assets (thousand yen)

Fiscal Year ended
March 31, 2023
(April 1, 2022 –March 31, 2023)

12,273,545

16,799,901

Amount to be deducted from the total amount of net assets(thousand yen)469,252

318,858(Non-controlling interests of above (thousand yen))(469,252)(318,858)

Net asset value related to common stock of fiscal year end(thousand yen)

11,804,292

16,481,042

Number of year-end common shares used to calculate net
assets per share (shares)

89,673,430

89,673,480-29-

(Significant subsequent events)(Merger between consolidated subsidiaries)
Merger between SBI Asset Management Co., Ltd. and Shinsei Investment Management Co., Ltd.
At the Board of Directors meeting held on January 27, 2023, the Company resolved to conduct an absorption-type merger regarding its consolidated
subsidiaries, SBI Asset Management Co., Ltd. and Shinsei Investment Management Co., Ltd., with SBI Asset Management Co., Ltd. as the surviving
company (hereinafter, the Merger), and conducted the said absorption-type merger on April 1, 2023, as below.
1.

Purpose of the Merger
SBI Asset Management Co., Ltd., which forms and manages publicly offered equity-type index funds and privately placed fixed-income funds entrusted
by regional financial institutions (hereinafter, SBI Asset Management) and Shinsei Investment Management Co., Ltd., which mainly provides active
management services of publicly and privately offered investment trusts (hereinafter, Shinsei Investment Management), are the Company’s domestic
asset management subsidiaries.
The purpose of the Merger is to integrate management resources such as systems, data, and personnel, to improve operational efficiency and enhance
profitability, and to further strengthen the risk management and compliance systems.

2.

Summary of the Merger
Schedule of the Merger
Board of Directors meeting to approve the merger agreement (the companies involved in the merger)

January 27, 2023

Execution date of the merger agreement (the companies involved in the merger)

January 27, 2023

Board of Directors meeting to approve the merger agreement (the Company)

January 27, 2023

Shareholders’ meeting to approve the merger agreement (the companies involved in the merger)

March 30, 2023

Date of merger (effective date)

April 1, 2023

Type of merger
This is an absorption-type merger with SBI Asset Management as the surviving company, and Shinsei Investment Management dissolves on theeffective date.
Calculation for allotment related to the Merger
The Merger is between subsidiaries of the Company and the transaction is between entities under common control.
Assets and liabilities to be transferred from the company disappearing in the absorption-type merger to the company surviving the absorption-typemerger within the group through a common control transaction are to be recorded at their fair book value immediately prior to the transfer (March 31,2023).
The number of shares of SBI Asset Management to be allotted upon the merger has been determined by calculating the ratio of the amount equivalent
to shares held by shareholders of each company to the book value (net assets) of the companies involved in the merger as of December 31, 2022, sothat the ratio of the amount equivalent to shares held by shareholders of each company to the combined net assets of the two companies as of December
31, 2022, will be each shareholder’s shareholding ratio after the merger.
Allotment related to the merger
SBI Asset Management has allotted a total of 308,937 shares of SBI Asset Management stock at the ratio of 31.2058 shares of common stock for eachshare of Shinsei Investment Management common stock.
As Shinsei Investment Management is a wholly-owned subsidiary of the Company, all of the shares of SBI Asset Management allotted have beenacquired by the Company.
Summary of accounting treatment implemented
These transactions are accounted for as transactions between entities under common control, in accordance with the “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).
3.

Summary of the companies involved in the Merger (as of March 31, 2023)
Company surviving the absorption-type merger

Companies disappearing in the absorption-type merger

(1)

Name

SBI Asset Management Co., Ltd.

Shinsei Investment Management Co., Ltd.

(2)

Location

1-6-1, Roppongi, Minato-ku, Tokyo

2-4-3, Nihonbashi-Muromachi, Chuo-ku, Tokyo(3)

Title and name ofrepresentative

Kenichi Umemoto, Representative Director andPresident

Haruko Hirai, President & CEO

Business details

Formation and management of publicly offeredequity-type index funds and privately placed fixedincome funds entrusted mainly by regional financial
institutions

Management of publicly offered and privately placed
investment trusts

(4)

(5)

Date of establishment(Date of becoming theCompany’s subsidiary)

August 29, 1986

December 17, 2001

(October 12, 2012)(October 3, 2022)

-30-

(6)

Common stock(7)

Number of outstanding
shares(8)

Fiscal year-end

400,200 thousand yen

495,000 thousand yen

1,099,411

9,900

March 31
Shareholders

Shareholders andshareholding ratios

(9)

(10)

March 31
Shareholding ratios

The Company

Shareholders

Shareholding ratios

93.3%

PIMCO ASIA LIMITED

2.7%

14 regional banks (*1)

4.0%

The Company

100.0%

Financial position and operating results for the fiscal year ended March 2022 (*2) (in thousand yen, except for per share information)
Total assets

5,719,481

Net assets

4,745,145

1,288,930

4316.22 yen

130,195.00 yen

Net sales

3,888,196

824,048

Operating income

1,084,473

71,735

Ordinary income

1,185,254

94,212

613,427

51,459665.08 yen

5,197.92 yen

Net assets per share

Net income
Net income per share(basic)(Notes)1,639,361

1.

Five shareholders hold 0.42% and nine shareholders hold 0.21%.

2

Sales, operating income, ordinary income, profit, and net income per share of Shinsei Investment Management Co., Ltd. represent losses andgains for the 6 months after the Company made the company into a subsidiary in October 2022.

4.

Post-merger overview
(1)

Name

SBI Asset Management Co., Ltd.

(2)

Location

1-6-1, Roppongi, Minato-ku, Tokyo(3)

Title and name ofrepresentative

Kenichi Umemoto, Representative Director and President(4)

Business details

Formation and management of publicly and privately offered investment trusts such as equity funds and bondfunds, and management of privately offered investment trusts for investment of regional financial institutions’own funds(5)

Common stock400,200 thousand yen(6)

Number of outstanding shares

1,408,348(7)

Fiscal year-end

March 31

Shareholders andshareholding ratios

The Company

94.8%

PIMCO ASIA LIMITED

2.1%

14 regional banks (Note)

3.1%

Shareholders(8)(Note) 1.
5.

Shareholding ratios

Five shareholders hold 0.33% and nine shareholders hold 0.16%.

Explanation about future forecast information such as consolidated earnings forecast
Since the Merger is between the Company’s consolidated subsidiaries, its impact on the Company’s consolidated results for the fiscal year under review
is immaterial.

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