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16Th Annual Securities Report [These documents are based on the Company's Annual Securities Report (Japanese only) prepared following the Financial Instruments and Exchange Act for the purpose of providing accurate financial information and other information in a manner that is easy to understand. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.] Annual Securities Report (The 16th Fiscal Year) From January 1, 2017 to December 31, 2017 NEXON Co., Ltd Table of Contents Page Annual Securities Report for the 16th Fiscal Year 【Cover】 ··················································································································· 1 Part I 【Information on the Company】 ················································································ 2 I. 【Overview of the Company】 ···················································································· 2 1 【Changes in Key Management Indicators】 ································································ 2 2 【History】 ······································································································· 5 3 【Description of Business】 ··················································································· 9 4 【Group Companies】 ·························································································· 17 5 【Employees】 ··································································································· 20 II. 【Business Overview】 ····························································································· 21 1 【Summary of Financial Results】 ············································································ 21 2 【Production, Orders Received and Sales】 ································································· 23 3 【Management Policy, Business Environment and Issues to be Addressed】 ··························· 24 4 【Risk Factors】 ································································································· 26 5 【Material Agreements, etc. in Business Operation】 ······················································ 33 6 【Research and Development】 ··············································································· 35 7 【Analysis of Financial Position, Operating Results and Cash Flows】 ································· 36 III. 【Property, Plant and Equipment】 ·············································································· 38 1 【Summary of Capital Investment, etc.】 ···································································· 38 2 【Major Facilities】 ····························································································· 39 3 【Plans for Additions, Disposals, etc. of Property, Plant and Equipment】 ······························ 42 IV. 【Information on the Company】 ················································································· 43 1 【Information on the Company’s Stock, etc.】 ······························································ 43 2 【Information on Purchase, etc. of Treasury Stock】 ······················································· 86 3 【Dividend Policy】 ···························································································· 87 4 【Changes in Share Prices】 ··················································································· 88 5 【Information on the Company’s Officers】 ································································· 89 6 【Information on Corporate Governance, etc.】 ···························································· 92 V. 【Financial Information】 ·························································································· 101 1 【Consolidated Financial Statements, etc.】 ································································· 102 2 【Non-Consolidated Financial Statements, etc.】 ··························································· 175 VI. 【Stock-Related Administrative Information of the Company】 ············································· 188 VII. 【Reference Information on the Company】 ···································································· 189 1 【Information on the Company’s Parent Company, etc.】 ················································· 189 2 【Other Reference Information】 ············································································· 189 Part II 【Information on Guarantors, etc. for the Company】 ······················································· 191 【Cover】 【Document filed】 Annual Securities Report 【Governing law】 Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of Japan 【Filed with】 Director, Kanto Local Finance Bureau 【Filing date】 March 28, 2018 【Fiscal year】 The 16th Fiscal Year (from January 1, 2017 to December 31, 2017) 【Company name】 Kabushiki Kaisha NEXON 【Company name in English】 NEXON Co., Ltd. 【Name and title of representative】 Owen Mahoney, Chief Executive Officer and President 【Address of head office】 1-4-5 Roppongi, Minato-ku, Tokyo (Moved from 2-3-1 Shinkawa, Chuo-ku, Tokyo on March 27, 2018) 【Telephone number】 03-6629-5318 (main) 【Contact person】 Shiro Uemura, Representative Director and Chief Financial Officer 【Nearest contact address】 1-4-5 Roppongi, Minato-ku, Tokyo 【Telephone number】 03-6629-5318 (main) 【Contact person】 Shiro Uemura, Representative Director and Chief Financial Officer 【Place where a copy of this document is Tokyo Stock Exchange, Inc. made available for public inspection】 (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo) ―1― Part I 【Information on the Company】 I. 【Overview of the Company】 1 【Changes in Key Management Indicators】 (1) Consolidated management indicators, etc. (Millions of yen, unless otherwise stated) International Accounting Standard Term 12th FY 13th FY 14th FY 15th FY 16th FY Fiscal year-end December 2013 December 2014 December 2015 December 2016 December 2017 Revenue 155,338 172,930 190,263 183,128 234,929 Income before income taxes 48,648 52,671 68,006 47,123 69,995 Net income attributable to owners of the 30,132 29,316 55,132 20,133 56,750 parent company Total comprehensive income 93,019 41,824 40,642 2,905 91,917 Total equity attributable to owners of the 308,482 340,380 374,447 372,924 465,207 parent company Total assets 418,851 437,022 425,586 441,832 545,956 Total equity attributable to owners of the 702.14 789.28 862.55 857.55 1,056.85 parent company per share (yen) Basic earnings per share (yen) 68.83 67.43 127.86 46.26 129.35 Diluted earnings per share (yen) 67.70 66.34 124.67 45.40 126.93 Ratio of equity attributable to owners of the 73.6 77.9 88.0 84.4 85.2 parent company to total assets (%) Return on equity (%) 11.4 9.0 15.4 5.4 13.5 Price earnings ratio (times) 14.1 16.7 15.5 36.6 25.4 Cash flows from operating activities 60,208 58,118 60,152 73,293 80,718 Cash flows from investing activities (6,345) (61,820) 56,412 (97,084) (81,891) Cash flows from financing activities (13,033) (27,050) (35,639) (9,275) (3,019) Cash and cash equivalents at end of year 138,843 117,729 194,225 152,683 153,242 Number of employees 4,661 4,656 5,033 5,525 5,768 [average number of part-time workers] [295] [186] [169] [157] [130] (persons) (Notes) 1. From the 12th fiscal year, the Company has prepared the consolidated financial statements in accordance with the designated international accounting standards (“IFRS”). 2．Revenue does not include consumption taxes, etc. 3．During the 12th fiscal year, common stock increased by 3,804,000 shares due to exercise of stock options, resulting in the total number of issued shares of 439,343,900 shares. 4．During the 13th fiscal year, the total number of issued shares became 431,256,017 shares due to changes in common stock because of the following reasons: ・Decrease by 10,569,883 shares due to cancellation of treasury stock on August 29, 2014 ・Increase by 2,482,000 shares due to exercise of stock options 5．During the 14th fiscal year, the total number of issued shares became 434,117,117 shares due to changes in common stock because of the following reasons: ・Decrease by 7,313,900 shares due to cancellation of treasury stock on May 29, 2015 ―2― ・Increase by 10,175,000 shares due to exercise of stock options 6．During the 15th fiscal year, the total number of issued shares became 434,871,414 shares due to changes in common stock because of the following reasons: ・Decrease by 3,168,703 shares due to cancellation of treasury stock on November 30, 2016 ・Increase by 3,923,000 shares due to exercise of stock options 7．During the 16th fiscal year, the total number of issued shares became 440,184,332 shares due to changes in common stock because of the following reasons: ・Decrease by 3,103,082 shares due to cancellation of treasury stock on December 29, 2017 ・Increase by 8,416,000 shares due to exercise of stock options (Millions of yen, unless otherwise stated) Japan GAAP Term 12th FY Fiscal year-end December 2013 Net sales 155,910 Ordinary income 57,549 Net income attributable to shareholders of 27,244 the parent company Comprehensive income 88,224 Net assets 303,338 Total assets 405,286 Net assets per share (yen) 675.52 Net income per share (yen) 62.23 Diluted net income per share (yen) 61.21 Shareholders’ equity ratio (%) 73.2 Return on equity (%) 2.7 Price earnings ratio (times) 15.6 Cash flows from operating activities 59,699 Cash flows from investing activities
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