AEON : FY2016 1st Three Quarters Financial Results

Consolidated Financial Results (Japanese Accounting Standards) for the First Three Quarters of the Fiscal Year Ending February 28, 2017

January 11, 2017 Company name AEON Mall Co., Ltd. Listings The First Section of the Tokyo Stock Exchange Securities code 8905 URL http://www.aeonmall.com/en/ir/index.html Representative Akio Yoshida, President and CEO

Contact Yoshiharu Umeda, Senior Managing Director and General Manager of the Administration Division Telephone [phone]

Scheduled dates:

Submission of statutory quarterly financial report January 13, 2017 Commencement of dividend payments -

Supplementary documents for quarterly results Yes

Quarterly results briefing Yes (for institutional investors and analysts)

(Amounts in millions of yen rounded down to the nearest million yen)

1. Consolidated Financial Results for the First Three Quarters of the Year Ending February 28, 2017 (March 1, 2016 to November 30, 2016)

   Operating revenue		Operating income		Ordinary income		Net income attributable to owners of parent
   Nine months ended	million yen	%	million yen	%	million yen	%	million yen	%
   November 30, 2016	198,403	18.3	29,893	0.2	30,153	7.3	16,572	10.9
   November 30, 2015	167,704	13.4	29,830	4.7	28,109	0.3	14,944	(6.2)

2. Consolidated Operating Results (Percentage figures represent year-on-year changes)

   (Note) Comprehensive income Nine months ended November 30, 2016 -14,622 million yen (‒%)

   Nine months ended November 30, 2015 7,636 million yen (-63.3 %)

   	Net income per share	Net income per share (diluted)
   Nine months ended	yen	yen
   November 30, 2016	72.88	72.85
   November 30, 2015	65.58	65.55

   	Total assets	Net assets	Equity ratio
   Nine months ended November 30, 2016	million yen	million yen	%
   	1,036,670	324,183	30.7
   Year ended February 29, 2016	974,970	339,849	34.2

3. Consolidated Financial Position

4. (Note) Equity Nine months ended November 30, 2016: 318,320 million yen Year ended February 29, 2016: 333,547 million yen

   	Dividend per share
   (Record date)	First quarter- end	First half- end	Third quarter- end	Fiscal year- end	Annual
   Year ended February 29, 2016 Year ending February 28, 2017	yen − −	yen 11.00 13.50	yen − −	yen 11.00	yen 22.00
   Year ending February 28, 2017 (Projection)	13.50	27.00

5. Dividends

   (Note) Revisions to dividend projection published most recently: None

6. Consolidated Earnings Projections for the Year Ending February 28, 2017 (March 1, 2016 to February 28, 2017)

7. (Percentage figures represent changes from the corresponding period of the previous fiscal year)

   Operating revenue		Operating income		Ordinary income		Net income attributable to owners of parent		Net income per share
   Full year	million yen 280,000	% 21.9	million yen 46,500	% 6.0	million yen 45,000	% 6.1	million yen 27,000	% 9.6	yen 118.75

   (Note) Revisions to dividends projections published most recently: None

   * Notes

8. Material changes in consolidated subsidiaries during the period (changes in specific subsidiaries resulting in a change in the scope of consolidation): None

9. Application of special accounting treatment for the preparation of quarterly consolidated financial statements:

   Not applicable

10. Changes to accounting policies, changes of accounting estimates, and revisions and restatements

    [1] Changes in accounting policies in accordance with changes in accounting principles: Yes

    [2] Changes in accounting policies other than the above: None

    [3] Changes in accounting estimates: None

    [4] Revisions and restatements: None

11. Number of shares issued and outstanding (common stock)

[1] Number of shares issued at period-end (including treasury stock)

November 30, 2016: 227,413,489 shares February 29, 2016: 227,902,027 shares [2] Treasury stock at period-end

November 30, 2016: 50 shares February 29, 2016: 2,802,839 shares [3] Average number of shares issued

November 30, 2016: 227,389,363 shares November 30, 2015: 227,855,226 shares

• Status of a quarterly review

  The quarterly consolidated financial statements under the Financial Instruments and Exchange Act have been reviewed at the time of the announcement of these consolidated financial results, as these results are excluded from quarterly review procedures based on said Act.

• Explanations and other special notes concerning the appropriate use of earnings projections (Notes concerning statements about the future, etc.)

The statements about the future, including earnings projections, included in this report are based on information currently available to the Company and certain assumptions considered reasonable, which do not guarantee the achievement of such projected results. Actual results may vary considerably from these projections due to a range of factors. See "(3) Explanation of information on future forecasts such as the consolidated operating results forecast" of "1. Qualitative Information on Quarterly Consolidated Operating Results," on page 7 of the Accompanying Materials for the assumptions of the earnings forecasts and points to note in the use of earnings forecasts.

(Procedure for obtaining supplementary information on financial results)

The Company is scheduled to hold a financial briefing for institutional investors and analysts on January 12, 2017. The materials handed out at this briefing will be posted on the Company's web page on January 11, 2017, and the audio recording will be made available on the Company's web page as soon as possible after the briefing.

Accompanying Materials ― Contents

1. Qualitative Information on Quarterly Consolidated Operating Results

2. Explanation of operating results 2

3. Explanation of financial position 6

4. Explanation of information on future forecasts such as the consolidated operating results forecast 7

5. Matters Regarding Summary Information (Notes)

6. Material changes in consolidated subsidiaries during the period 8

7. Application of special accounting treatment for the preparation of quarterly consolidated financial statements 8

8. Changes to accounting policies, changes of accounting estimates, and revisions and restatements 8

9. Quarterly Consolidated Financial Statements

10. Quarterly consolidated balance sheets 9

11. Quarterly consolidated statements of income and quarterly consolidated statements of comprehensive income

    Quarterly consolidated statements of income

    For the nine months ended November 30, 2015 and November 30, 2016 11

    Quarterly consolidated statements of comprehensive income

    For the nine months ended November 30, 2015 and November 30, 2016 12

12. Quarterly consolidated statements of cash flows 13

13. Notes on quarterly consolidated financial statements

14. Notes on the going concern assumption 14

    Notes on significant change in shareholders' equity, if any 14

    Segment information 14

    Business combination 16

    1. Qualitative Information on Quarterly Consolidated Operating Results (1) Explanation of operating results

    During the first three quarters of the fiscal year ending February 28, 2017, the Japanese economy showed some evidence of a recovery in corporate earnings and employment. Consumer spending remained sluggish, however, reflecting growing demand for low-price products based on customers' persistent budget-mindedness.

    In this environment, the Company actively renewed existing malls in Japan tailored to local customer needs and developed new malls adapted to local characteristics. OPA Co., Ltd., which became a subsidiary on March 1, 2016, moved forward with its urban fashion buildings business. Now that it has acquired a new growth business category in urban areas, the Group is shifting its focus to urban areas.

    Overseas, 17 existing malls in China and the ASEAN region performed well. The Company also opened two malls in Vietnam and China, bringing the total number of malls in China and the ASEAN region to 19.

    As a result, in the first three quarters under review, operating revenue totaled 198,403 million yen (118.3% year on year). Operating costs increased to 149,152 million yen (123.4% year on year) due to business expansion, resulting in gross profit of 49,250 million yen (105.1% year on year).

    Selling, general and administrative expenses increased to 19,356 million yen (113.7% year on year). As a consequence, operating income rose to 29,893 million yen (100.2% year on year).

    Ordinary income stood at 30,153 million yen (107.3% year on year) as a result of an improvement of 1,980 million yen in non-operating income compared with the first three quarters of the previous fiscal year. This improvement was mainly due to the posting of subsidy income from the government of 796 million yen.

    Extraordinary losses fell by 106 million yen from a year ago. In the first three quarters under review, extraordinary losses were 2,664 million yen, including a loss on retirement of fixed assets of 1,315 million yen and expenses for the closure of two malls of subsidiary OPA Co., Ltd. of 653 million yen (309 million yen in impairment losses and 343 million yen in provision for loss on store closing), but in the first three quarters of the previous fiscal year, the Company posted extraordinary losses of 2,771 million yen, including impairment losses of 686 million yen and provision for loss on store closing of 1,152 million yen. The closure of two malls of OPA Co., Ltd. aims to strengthen its management, through which Omiya OPA (Saitama) will be closed in January 2017 and Oita FORUS (Oita) will be closed temporarily in February 2017 for reconstruction as an OPA business.

    As a result, net income attributable to owners of parent came to 16,572 million yen (110.9% year on year).

    i) Domestic Businesses

    In this segment, operating revenue rose to 179,744 million yen (114.3% year on year), and operating income decreased to 32,837 million yen (97.9% year on year).

    The Company opened AEON MALL Sakai Teppocho (Osaka) in March, AEON MALL Imabari New City (Ehime) in April, and AEON MALL Izumo (Shimane) in May.

    AEON MALL Sakai Teppocho was opened on the site of a Daicel Corporation plant that was closed in 2007. The mall employs a recycled sewage water multiple-use model for the first time in Japan. The mall has been built in consideration of the environment and the aesthetic qualities of the area.

    AEON MALL Imabari New City is located in the Imabari Shintoshi No. 1 District, a new development area in Imabari. Shimanami Open Park, a court and a separate building, has opened a new type of store in response to the age of the "sixth sector industrialization" of agriculture, forestry, and fishery, and a variety of events including concerts by home-grown musicians are held in the event space in the park.

    AEON MALL Izumo has opened on the site of the AEON Izumo, which was closed in 2014. The mall has abundant food-related facilities: a food merchandise zone on the first floor, restaurants on the second floor, and a food court on the third floor.

    New domestic malls in first three quarters under review

    Name of Mall	Location	Opening Date
    AEON MALL Sakai Teppocho	Osaka Prefecture	March 2016
    AEON MALL Imabari New City	Ehime Prefecture	April 2016
    AEON MALL Izumo (Note)	Shimane Prefecture	May 2016

    (Note) AEON MALL Izumo has been established by AEON Retail Co., Ltd. and is managed and operated by the Company under a property management (PM) contract.