OFFICIAL NINTENDO POWER PLAYER'S GUIDE
AVAILABLE AT YOUR NEAREST RETAILER! WWW.NINTENDO.COM
Nintendo of America Inc. P.O. Box 957, Redmond, WA 98073-0957 U.S.A. www.nintendo.com PRINTED IN USA

49492A

INSTRUCTION BOOKLET
WARNING: PLEASE CAREFULLY READ THE PRECAUTIONS BOOKLET INCLUDED WITH THIS PRODUCT BEFORE USING YOUR NINTENDO HARDWARE SYSTEM, GAME DISC OR ACCESSORY. THIS BOOKLET CONTAINS IMPORTANT SAFETY INFORMATION.

WARNING - Electric Shock

To avoid electric shock when you use this system: Use only the AC adapter that comes with your system. Do not use the AC adapter if it has damaged, split or broken cords or wires. Make sure that the AC adapter cord is fully inserted into the wall outlet or extension cord. Always carefully disconnect all plugs by pulling on the plug and not on the cord. Make sure the Nintendo GameCube power switch is turned OFF before removing the AC adapter cord from an outlet.
IMPORTANT SAFETY INFORMATION: READ THE FOLLOWING WARNINGS BEFORE YOU OR YOUR CHILD PLAY VIDEO GAMES

WARNING - Seizures

Some people (about 1 in 4000) may have seizures or blackouts triggered by light flashes, such as while watching TV or playing video games, even if they have never had a seizure before. Anyone who has had a seizure, loss of awareness, or other symptom linked to an epileptic condition should consult a doctor before playing a video game. Parents should watch when their children play video games. Stop playing and consult a doctor if you or your child have any of the following symptoms:
Convulsions Altered vision Eye or muscle twitching Involuntary movements Loss of awareness Disorientation
CAUTION - Motion Sickness
Playing video games can cause motion sickness. If you or your child feel dizzy or nauseous when playing video games with this system, stop playing and rest. Do not drive or engage in other demanding activity until you feel better.

CAUTION - Laser Device

The Nintendo GameCube is a Class I laser product. Do not attempt to disassemble the Nintendo GameCube. Refer servicing to qualified personnel only. Caution - Use of controls or adjustments or procedures other than those specified herein may result in hazardous radiation exposure.
To reduce the likelihood of a seizure when playing video games:

1. 2. 3. 4. 5.

Sit or stand as far from the screen as possible. Play video games on the smallest available television screen. Do not play if you are tired or need sleep. Play in a well-lit room. Take a 10 to 15 minute break every hour.
CONTROLLER NEUTRAL POSITION RESET If the L or R Buttons are pressed or the Control Stick or C Stick are moved out of neutral position when the power is turned ON, those positions will be set as the neutral position, causing incorrect game control during game play.
WARNING - Repetitive Motion Injuries
Playing video games can make your muscles, joints or skin hurt after a few hours. Follow these instructions to avoid problems such as Tendinitis, Carpal Tunnel Syndrome or skin irritation: Take a 10 to 15 minute break every hour, even if you don't think you need it. If your hands, wrists or arms become tired or sore while playing, stop and rest them for several hours before playing again. If you continue to have sore hands, wrists or arms during or after play, stop playing and see a doctor.
To reset the controller, release all buttons and sticks to allow them to return to the correct neutral position, then hold down the X, Y and START/PAUSE Buttons simultaneously for 3 seconds.

L Button

R Button

Control Stick

C Stick

The chozo

The Chozo. Over millennia, this bird-like race of creatures made incredible technological and scientific leaps. Traveling at will through space, they built many marvels across the universetechnological wonders of unfathomable complexity and cities unmatched in beauty. They shared their knowledge freely with more primitive cultures and learned to respect and care for life in all its forms. Even as their society reached its technological peak, however, the Chozo felt their spirituality wane. Their culture was steeped in prophecy and lore, and they foresaw the decline of the Chozo coinciding with the rise of evil. Horrified by the increasing violence in the universe, they began to withdraw into themselves, forgoing technology in favor of simplicity. Tallon IV was one of several refuges they builta colony bereft of technology, built of natural materials and wedded to the land and its creatures. The years passed, and in time a great meteor crashed into Tallon IV, sending a massive spume of matter into the atmosphere and impregnating the land with a cancerous element known as Phazon. This element immediately sank into the earth and water, poisoning life wherever it bloomed. Most plants and animals died, while others mutated into hideous forms. The Chozo called upon all of their knowledge and technology to control the power of the Phazon, but their efforts were doomed to fail. All they could do was build a temple over the crater at the impact site, separate the Phazon core, and seal it away. Believing that someday a savior would return to the planet, the Chozo left for an unknown destination, leaving behind nothing but engraved accounts of their time on Tallon IV.

THE space Pira tes

The Space Pirates were interstellar nomads, technologically dvanced in both space travel and weaponry. When they plundered the Metroid population that had been discovered by the Galactic Federation n SR388, they recognized in them massive military and energy resource otential. They immediately invaded the nearby planet of Zebes, wiping ut all life (including most of the indigenous Chozo) and building a masve network of research facilities below the planet's surface. Deep below the surface of Zebes, the Space Pirates researched Metroids for many years, even as a young girl orphaned by their raid on he neighboring planet K-2L was growing up among the Chozo. Trained s a warrior and infused with Chozo blood, Samus Aran donned a Chozomade Power Suit and cut a swath through the Space Pirates operation, estroying everything in her path, including the gargantuan mainstays of he Space Pirate army, Ridley and Kraid. She eventually made it to the ore of their base, destroyed ll the Metroids she saw, nd seemingly blew up he Mother Brain. But the Space Pirates were far from finished. They immediately split their survivors into two main camps. One headed to Zebes to begin rebuilding their ravaged facility and resuscitating Mother Brain, Ridley, and Kraid. The second set out in search of a planet with powerful energy resources. They didn't search far before they discovered Tallon IV, which was still emanating huge pulses of energy from the Phazon contained beneath the Chozo temple. Entranced by the massive potential of the strange mutagen, they immediately moved in, retrofitting their laboratories, transporters, and life-support systems into the Chozo Ruins. As the Space Pirates mined the Phazon and experimented with it, they found that its capacity to mutate was unlike anything they'd ever seen, and they promptly started combining it with indigenous life-forms. They refined their operation; powering their machinery with thermalpowered engines sunk in the molten depths of Tallon IV, they drove deep mineshafts and mined more and more Phazon, shipping it to their two main labs in the Phendrana Drifts, where sub-zero temperatures made specimen containment safer. Research leaped forward: by harnessing Phazon's power, they were able to create untold horrors that soon patrolled the dark caverns below Tallon IV's crust. The Space Pirates also transported many species to their orbiting ship for zero-G Phazon experiments, unaware that Samus Aran had finally tracked their ship to its low orbit. As they continued with their unnatural experiments, Samus sped toward Tallon IV, preparing to wipe them out once and for all.

the adventure begins

et your Metroid Prime Game Disc in the Nintendo GameCube and close he Disc Cover, then turn on the POWER Button. When the title screen ppears, press start to continue to the Main Menu.

Options

From the pause screen, press the L Button to customize many features of your game-play experience. You can also access the Options screen from the Main Menu before you start your game.

Getting St arted

efore playing, you must first create a Metroid Prime save file. You need to have a Memory Card inserted in slot A with at least blocks of free space on it in order to create file for Metroid Prime. Please refer to the Nintendo GameCube instruction booklet pages 18-20) for instructions on how to ormat, copy, and erase Memory Card files. this is your first time playing, select one of he NEW GAME files and press the A Button. When the words START and OPTIONS appear, elect START and press the A Button to begin. you have a previously saved game file, simly choose that file to continue from your last ave point. n order to save your progress through Metroid Prime, you must find Save Rooms ocated throughout Tallon IV's many regions. When you find one of these rooms, enter the aving apparatus. When asked if you want to ave, choose YES and press the A Button. All f your progress up to that point will then be aved to the Memory Card in Slot A.

Main Menu

displa y
Adjust Samus's visor opacity, her helmet opacity, and the HUD lag time.

Sound Title Screen

Adjust the brightness and dimensions of the game play screen.

Controller

Adjust the volume of the music and sound effects, or select between Mono, Stereo, and Dolby Surround modes.
Choose to play with standard control or a reversed Y-axis. You can also turn the Rumble feature on or off and reverse the visor/beam configuration.

Progressive Scan Mode

This game can be set to display a higher resolution image on TVs that support progressive scan mode (EDTV, HDTV). In order to use the progressive scan mode, you need a TV that can accept this type of input (see your TV operation manual) and a Nintendo GameCube Component Video cable (available only through Nintendo. Visit www.nintendo.com or call 1-800-255-3700). To activate the progressive scan mode, press and hold the B Button while the Nintendo GameCube logo is being displayed until the message "Display in Progressive Scan mode?" appears. Select YES to activate the mode.

Save Room

Please note that on some TVs, activating the progressive scan mode will set the format of the image to a wide-screen (16:9) format.

Erasing Files

you want to erase a file, select Erase from the bottom of the screen, hoose the file you want to erase, then press the A Button. Remember: nce you erase a file, you can never recover it, so be careful!

CONTROLS

L BUTTON
Lock onto enemies Scan objects in Scan Mode (see page 18) Use Grapple Beam (see page 23)

R BUTTON Z BUTTON

Call up map (see page 24) Look around Aim (with Control Stick) Activate Spider Ball in Morph Ball mode (see page 21)

ST ART/PAUSE

Pause the game and view Samuss databanks (see page 24)

Y BUTTON

Fire Missiles Lay Power Bombs in Morph Ball mode (see page 21)

X BUTTON

Switch between standard and Morph Ball modes

A BUTTON

Fire beam weapon Lay Bombs in Morph Ball mode (see page 20)

B BUTTON

Jump Activate Boost Ball in Morph Ball mode (see page 21) Dash sideways while locked-on (see page 23)

+ Control Pad

Switch visors (see page 18)
Select beam weapon (see page 17)
Move Samus Look around Aim (with the R Button)

POWER SUIT INTERFACE

amus's Power Suit is technologically complex, but all of its agnostic functions are projected on the inside of the visor for asy access. Knowing the status of the suit at all times may make he difference between survival and failure, so its important to nderstand every part of the readout.
This area shows a small section of the current map. If you press the Z Button, you'll call up the full-screen map (see page 24).
The wedge at the top of the circular radar display is Samus's field of vision. Enemies within the radar's range appear as orange dots.

Energy Reserves

The numeric display and horizontal gauge track the amount of energy in Samus's Energy Tank. The highlighted squares above the main energy gauge indicate Energy Tanks that Samus has in reserve.

T argeting reticule

This reticule will automatically track enemies or scan points. By pressing the L Button, you will lock onto whatever point is currently highlighted. Bear in mind that the reticule will change in appearance depending on which visor Samus is currently using (see page 18).

Threa t assessment

This gauge warns Samus of nearby environmental dangers. It rises in accordance with the proximity of the threatwhen the threat is extremely near, the word "Warning" will appear. If Samus is actually being injured by the hazard, the word "Damage" will appear.

Missile Reserves

The vertical gauge and numeric display track the number of Missiles Samus has in reserve. When Samus's Missiles are armed, this display glows more brightly.

Visors

The symbols here correspond to Samus's different visors. Each one is mapped to a direction on the + Control Padsimply press the + Control Pad in the appropriate direction to select that visor (see page 18).

Beam Weapons

The symbols here represent Samus's different beam weapons. Each one corresponds to a direction on the C Stick press the C Stick in the appropriate direction to select that weapon (see page 17).

Armor & Armaments

s Samus delves deeper into the Space Pirates' operation, she'll find ower-ups that improve both her arsenal and her suit. Every power-up she nds will help her access something new in the vast regions of Tallon IV, so emember areas where she can't progress and return once she's gained ew abilities. Pay special attention to the colors of closed doors, as they hould help you determine what weapons you need to use to open them.

power Beam

This is Samus's standard beam, which you can fire continuously by rapidly tapping the A Button. As with all beam weapons, the Power Beam becomes much stronger once Samus finds the Charge Beam power-up. Once Samus has found the Charge Beam, press and hold the A Button to charge up her shot, then release the A Button to fire a powerful blast.

Power Beam

power suit
amus's standard Power Suit was built pecifically for her by the Chozo people. It s integrated with her body, acting as a sort f second skinnot only does it provide hielding in battle and augmented physical trength, but its life-support systems allow er to survive in water and even space without additional equipment.

W ve Beam a

The Wave Beam fires three oscillating waves of energy. As with the other beam weapons, the Wave Beam is especially effective against certain enemies and can be powered up once Samus finds the Charge Beam. The Wave Beam also features a limited homing effect.

Power Suit Wave Beam

V aria suit
nce Samus finds the Varia Suit, she will be ble to survive extremely high temperatures ke those found in the fiery depths of Magmoor Caverns.

Ice Beam

The Ice Beam has a slower rate of fire than the Power Beam, but it makes up for this flaw with its ability to immobilize enemies briefly with a layer of ice. Some enemies are particularly vulnerable to this weapon, so experiment with it. The Ice Beam may destroy weak enemies rather than freezing them.

Varia Suit Ice Beam

Gra vity suit
he Gravity Suit upgrades Samus's suit even more. It negates the effects of water, allowing Samus to move and jump normally even while ubmerged.

Plasma beam

The most powerful beam weapon in Samus's arsenal, the short-range Plasma Beam launches streams of molten energy that can ignite some enemies and melt ice. Like all beam weapons, the Plasma Beam can combine with Missiles for a high-powered combo attack once Samus finds its combo power-up (see page 22).

Gravity Suit Plasma Beam

Behind the Visors
amus's most important tool is her suit, and it can provide her with a ealth of information by interfacing with various visors. Samus will start he game with twothe standard Combat Visor and the Scan Visorbut ventually she'll use four, each of which can be accessed easily by ressing different directions on the + Control Pad.

thermal Visor

Once Samus finds the Thermal Visor, she can track enemies using their heat signatures. Not only does this visor help locate enemies hidden in dark areas, but it can also be used for acquiring alternate targets on enemies. A thermal scan can often find a hidden weak spot on an otherwise difficult enemy. Not only that, but thermal scans show other clues that the naked eye can't discern; if you run into a dead end, try scanning the entire area with the Thermal Visor equipped.

Comba Visor t

his default visor is standard for battle and provides Samus with all the eneral information she needs (see pages 14-15).

Thermal Visor

Scan Visor
When Samus uses the Scan Visor, a magnifying eticule will appear in the center of her visor. his reticule picks out anything that can be cannedfrom creatures to computer termialsand shows it as an orange or red ymbol. If you press and hold the L Button while locked onto one of these symbols, the can Visor will download information. Once it's one downloading, the visor will display message.

Searching for Clues

x-Ra Visor y
esides using the Scan Visor to solve puzzles, nd enemies' weak spots, and unlock various reas in the game, Samus will also frequently ownload pieces of information that can be ored in her Log Book. These can be accessed y pressing START/PAUSE during game play ee page 25) and include creature morpholoes, Space Pirate logs, Chozo literature, and much more.
After Samus tracks down the X-Ray Visor, she'll be able to peer through walls to find hidden passages and even see invisible objects. This visor also helps track any enemies that use optical camouflage to render themselves invisible to the naked eye. As with the Thermal Visor, the X-Ray Visor can often identify alternate means of attacking foes.

X-Ray Visor

Log Book

Tracking the Invisible

The Morph Ball

s Samus explores, she'll run into many areas that are too small for her o navigate. Once she finds the Morph Ball, however, she'll gain the ower to roll herself up into an armored ball that can fit in small tunnels nd drains. As she finds additional power-ups, she'll expand on the abilies at her disposal while in Morph Ball mode.

The Boost Ball

The Boost Ball accelerates the Morph Ball. Once Samus finds this power-up, press and hold the B Button to build up a speed boost. When you release the B Button, Samus will accelerate in the direction she is rolling. This is especially useful for boosting up the sides of half-pipe areas.

Getting Rolling

When Samus rolls into the Morph Ball, the amera will pull back out of the visor view nd display a third-person perspective. sing the Control Stick, you can roll the Morph Ball in whichever direction you hoose. Bear in mind that gravity will affect he Morph Ballyou'll need to tilt the Control tick farther while rolling up inclines.

Power Bombs

Power Bombs are super-powered bombs that will affect everything within a certain distance of their explosions. Unlike ordinary Bombs, these are limited in number, and Samus will have to replenish them herself by defeating enemies and collecting Power Bomb capsules. Some structures can be destroyed only by Power Bombs.

Boost Ball

Morph Ball Mode

Power Bomb

amus will be vulnerable when she first gets he Morph Ball, but she'll soon find Bombs to rm herself. Samus has an unlimited number f these energy-based explosives, but she can nly drop three at a time. Bombs can be used o destroy weak walls as well as enemies.

Bombing Walls

The spider Ball
Once Samus finds the Spider Ball, she can magnetically attach herself in Morph Ball mode to specific magnetic tracks that run throughout Tallon IV's environments. To activate the magnet, simply press and hold the R Button. The Morph Ball will stay fixed to the track as long as you hold the R Buttontilt the Control Stick to move along the track and release the R Button when you wish to drop off the track. You can propel yourself upward by laying Bombs while attached to a track.

Spider Ball

By positioning the Morph Ball directly over a Bomb, you can propel the Morph Ball up into the air, effectively jumping short distances. Try varying the timing as you drop Bombs to reach even greater heights.

Bomb Jump

Power-ups & power moves
here are many other power-ups strewn across the world of Metroid rime, and all of them will play vital roles in Samus's quest. Scan every oom for possible power-upsvery often, you'll need to solve a puzzle to each a specific power-up. You'll also want to practice some advanced moves that will help you progress through the game.

The Sp ace Jump

The Space Jump upgrade will activate boosters on Samus's suit, enabling her to jump a second time while airborne. Once she's found the upgrade, make Samus jump once by pressing the B Button, then press it a second time while she is in the air to jump a second time and get to previously unreachable areas.

Space Jump

Energy T anks
amus starts her adventure with minimal nergy reserves. For every Energy Tank she racks down, however, her maximum energy eserve will grow by 100 units. The number of ighlighted squares above the energy gauge t the top of Samus's Combat Visor display ndicates how many full tanks she has in eserve.

The Grapple Beam

After she tracks down the Grapple Beam, Samus will be able to latch onto specific energy nodes with an energy beam from her left arm. The icon above a node will brighten when it is in range; simply press and hold the L Button to latch onto it with the Grapple Beam. Tilt the Control Stick to vary your swinging angle, then release the L Button at the top of Samus's swing to launch into the air.

Grapple Node

Energy Tank
Missiles & missile combos
nce Samus arms herself with Missiles, fire hem by pressing the Y Button. Keep an eye ut for Missile Expansions; for every one of hese Samus finds, her Missile arsenal will row by five. Missiles will home in on hatever Samus locks on, and they can also e used to blow up hatch locks and destroy pecific types of impediments. To replenish amus's Missiles, collect Missile capsules om fallen enemies and crates.

Grapple Beam

Adv anceD Ba ttle T actics
Samus has a wealth of weapons and moves at her disposal, and you'll have to practice with all of them if you hope to keep her alive. One of the most important battle tactics is using the L Button to lock onto targets. If you press and hold the L Button without targeting anything, you will be able to strafe side-to-side by tilting the Control Stick.

Missile

Super Missile Combo
Every beam weapon can be combined with Missiles to perform a super combo once Samus has found that beam weapon's combo power-up. To use a combo, charge up your beam weapon all the way by pressing and holding the A Button. Then, without releasing the A Button, press the Y Button. Bear in mind that combos drain your Missile reserves. Some obstructions can be destroyed only by specific combo attacks.

Lock-On Orbiting

However, if you press and hold the L Button while targeting an enemy, you will then circle around your lock-on point by tilting the Control Stick. Additionally, you can perform a quick dash move while orbiting a targetsimply tap the B Button while locked-on to leap sideways. Once Samus finds the Space Jump Boots, she can perform a double-dash by tapping the B Button twice. Using these moves will be key to surviving battles with the many enemies Samus will face.

samuss Da abanks t

amus's suit can store a huge quantity of data that will help her along er journey. Most information, with the exception of the map, can be ccessed by pressing START/PAUSE during game play. Once the nventory screen appears, you can use the L and R Buttons to view the ptions screen or the Log Book screen.

The Log Book

As you play through the game, be sure to scan anything and everything. Very often you'll learn a crucial bit of information by scanning an enemy or downloading one of the many research logs located around the Space Pirates' operation. To view information that you have downloaded to your Log Book, press START/PAUSE and access the Log Book by pressing the R Button. From there, select the data you want to view and press the A Button to access your databanks.
y pressing the Z Button during game play, you an call up a three-dimensional map display of he region Samus is currently in. Unless amus has downloaded the full map for that articular region by finding a Map Room, the nly areas that will appear will be ones that he has explored already. Once she downloads he map, however, rooms she has explored will low orange while those yet to be explored will ppear without color. he colored dots on the map are exitsthe olors indicate which weapons will open the oors. Samus herself will appear as an arrow ointing in the direction she currently faces. ou can zoom in or out with the L and R uttons, move around with the C Stick, or otate the 3-D display with the Control Stick. o view the World Map, press the A Button. o toggle the map key on and off, press the Button.

Log Book Entry

Map Download

Pira te Da a t

The Space Pirates have documented their research on Tallon IV, and Samus will frequently find entire log entries that offer glimpses into the insidious operation.

Chozo Lore

Fragments of Chozo lore are spread around the ruins of their civilization, waiting to be translated by Samus. Their insights may shed light on the mystery of the Phazon.

Crea tures

Whenever Samus scans an enemy, she will download valuable information regarding weak points and behavioral patterns, as well as visual diagnostics of the creature's form.

Research

Many items will help Samus in her quest, and scanning them will provide brief informational data for later study.

Reading the Map

nventory
rom this screen, you can view Samus and ead additional information about Samus's urrent state, from the details of her powerps to the abilities of her weapons. Simply elect what you want to learn about and ress the A Button to bring up an nformational display.

Inventory Screen

Artifacts
This section of the Log Book tracks twelve Artifacts left behind by the Chozo. Without all twelve of these Artifacts, Samus cannot succeed in her mission.

A LINK TO Metroid FUsion

Connect to your game boy Adv ance! you use a Nintendo GameCube Game Boy dvance cable to connect Metroid Prime with a ompleted Metroid Fusion Game Pak, you'll unlock omething special. If you connect a Metroid Fusion ame Pak to a completed Metroid Prime game, oull unlock a second secret. Follow the instrucons below to link the two games together and refer o the CONFIDENTIAL insert included with your ame Disc for further instructions. NOTES ON LINKING The following circumstances might cause a communication error or erase the data you saved on your Game Boy Advance: 1. A cable other than the Nintendo GameCube Game Boy Advance cable is used. 2. Theres a Game Pak other than Metroid Fusion in the Game Boy Advance. 3. There is a loose connection. 4. The Nintendo GameCube Game Boy Advance cable, Game Boy Advance, and Nintendo GameCube are not connected properly. 5. The Nintendo GameCube Game Boy Advance cable is pulled out while exchanging information. 6. The power on the Nintendo GameCube or Game Boy Advance is turned off while exchanging information or the GameCubes RESET Button is pressed. Do not connect a Game Boy Advance cable or a Game Boy Advance you won't be using. The Nintendo GameCube Game Boy Advance cable will operate as long as it is connected to Socket 2, 3, or 4.

Wha you need: t Nintendo GameCube system Game Boy Advance system Metroid Prime Game Disc Metroid Fusion Game Pak Nintendo GameCube Game Boy Advance cable Memory Card How to connect 1. Follow the instructions on page 10 to start the game. 2. When the title screen appears, select Metroid Fusion Connection Bonuses and press the A Button. 3. Select which feature you wish to access and press the A Button. 4. Insert your Metroid Fusion Game Pak Use the diagram above to coninto the Game Boy Advance then nect your Game Boy Advance to connect it to Socket 2, 3, or 4 on the Nintendo GameCube using a Nintendo your Nintendo GameCube. GameCube Game Boy Advance cable. 5. On the Game Boy Advance, press and hold START and SELECT and turn the power ON. 6. You are now ready to begin the data link.

CREDITS

Retro Studios
XECUTIVE PRODUCER eve Barcia RODUCER ichael Mann EAD DESIGNER ark Pacini ENIOR DESIGNERS arl Deckard Mike Wikan ESIGNERS ason Behr aul Reed EAD ENGINEER ark Johnston ECHNICAL LEAD ENGINEERS ack Mathews Andy ONeil ENIOR ENGINEERS ark Haigh-Hutchinson avid Zoid Kirsch NGINEERS d Chauviere Steve McCrea ving Mah Kai Martin ex Quinones Marco Thrush kintunde Omitowoju EAD ARTIST dd Keller ENIOR ARTISTS ike Sneath ARTISTS Chuck Crist Andrew Jones Ryan Powell Luis Ramirez Alejandro Roura LeRoy Strauss ANIMATORS Derek Bonikowski Stephen Zafros AUDIO LEAD Clark Wen SOUND DESIGNERS (CONTRACTORS) Frank Bry Crispin Hands Ken Kurita-Ditz Kristoffer Larson PRODUCTION ASSISTANT Ryan Harris SPECIAL THANKS Al Artus George Thomas Tian Lim Carl Mueller Don Hogan Gene Kohler Elizabeth Pugh Danny Richardson Elben Schafers
EXECUTIVE PRODUCER Satoru Iwata PRODUCERS Shigeru Miyamoto COPRODUCERS Kensuke Tanabe Dax Pallotta COORDINATION Risa Tabata MUSIC Kenji Yamamoto MUSIC (ASSISTANT) Kouichi Kyuuma CONNECTIVITY PROGRAMMING Tomohiro Kawase Hideaki Shimizu TECHNICAL SUPPORT Hironobu Kakui Yoshihito Ikebata Yoshito Yasuda SUPERVISOR (SAMUS MODEL) Tomoyoshi Yamane Chiharu Sakiyama SPECIAL THANKS Takehiro Izushi Takahiro Harada Hiroyuki Kimura Akiko Miyano

PRODUCER (NOA) Jeff Miller TRANSLATOR/BILINGUAL COORDINATORS Tim O'Leary Kiyohiko Ando Scot Ritchey TESTING/COORDINATOR Michael Leslie EDITOR Leslie Swan WRITER/EDITOR Nate Bihldorff TESTING DIRECTOR Michael Kelbaugh TESTING MANAGER Kyle Hudson TESTING SUPERVISOR Eric Bush TESTING PROJECT COORDINATOR Thomas Hertzhog TESTING Marc Doyal Shane Lewis Kathy Huguenard Tim Casey Jack Smart

Kenji Miki

Akira Otani
Tony Giovannini Amanda Rubright
Kerry Anne Odem Eugene Kwon Greg McBride Dante Treglia
ADDITIONAL CONTRIBUTORS Scott Johnson Rick Kohler Martin L'Heureux Frank Lafuente Tom Papadatos Audrey Peterson
Yoshio Sakamoto Takao Sawano Masashi Goto Super Mario Club
Jason Mahaffa Michael Chipman Jim Holdeman Nicko Gonzalez Melvin Forrest

Chris Voellmann

TESTING TECHNICIANS Chris Needham David Hunziker SPECIAL THANKS Tatsumi Kimishima Mike Fukuda Kamon Yoshimura Chris Campbell Tom Eberspecher Jim Wornell

Important

Warranty & Service Information
WARNING: Copying of any Nintendo game is illegal and is strictly prohibited by domestic and international intellectual property laws. Back-up or archival copies are not authorized and are not necessary to protect your software. Violators will be prosecuted. This Nintendo game is not designed for use with any unauthorized copying device or any unlicensed accessory. Use of any such device will invalidate your Nintendo product warranty. Nintendo (and/or any Nintendo licensee or distributor) is not responsible for any damage or loss caused by the use of any such device. If use of such device causes your game to stop operating, disconnect the device carefully to avoid damage and resume normal game play. If your game ceases to operate and you have no device attached to it, please contact Nintendo Customer Service (see below). The contents of this notice do not interfere with your statutory rights. This booklet and other printed materials accompanying this game are protected by domestic and international intellectual property laws.
You may need only simple instructions to correct a problem with your product. Try our web site at www.nintendo.com or call our Consumer Assistance Hotline at 1-800-255-3700 rather than going to your retailer. Hours of operation are 6 a.m. to 9 p.m., Pacific Time, Monday - Saturday, and 6 a.m. to 7 p.m., Pacific Time, on Sundays (times subject to change). If the problem cannot be solved with the troubleshooting information available on-line or over the telephone, you will be offered express factory service through Nintendo or referred to the nearest NINTENDO AUTHORIZED REPAIR CENTERSM. Please do not send any products to Nintendo without contacting us first. HARDWARE WARRANTY Nintendo of America Inc. ("Nintendo") warrants to the original purchaser that the hardware product shall be free from defects in material and workmanship for twelve (12) months from the date of purchase. If a defect covered by this warranty occurs during this warranty period, Nintendo or a NINTENDO AUTHORIZED REPAIR CENTER will repair the defective hardware product or component, free of charge. The original purchaser is entitled to this warranty only if the date of purchase is registered at point of sale or the consumer can demonstrate, to Nintendo's satisfaction, that the product was purchased within the last 12 months. GAME PAK & ACCESSORY WARRANTY Nintendo warrants to the original purchaser that the product (Game Paks and accessories) shall be free from defects in material and workmanship for a period of three (3) months from the date of purchase. If a defect covered by this warranty occurs during this three (3) month warranty period, Nintendo or a NINTENDO AUTHORIZED REPAIR CENTER will repair the defective product, free of charge. SERVICE AFTER EXPIRATION OF WARRANTY Please try our web site at www.nintendo.com or call the Consumer Assistance Hotline at 1-800-255-3700 for troubleshooting information and/or referral to the nearest NINTENDO AUTHORIZED REPAIR CENTER. In some instances, it may be necessary for you to ship the complete product, FREIGHT PREPAID AND INSURED FOR LOSS OR DAMAGE, to the nearest service location. Please do not send any products to Nintendo without contacting us first. WARRANTY LIMITATIONS THIS WARRANTY SHALL NOT APPLY IF THIS PRODUCT: (a) IS USED WITH PRODUCTS NOT SOLD OR LICENSED BY NINTENDO (INCLUDING, BUT NOT LIMITED TO, NON-LICENSED GAME ENHANCEMENT AND COPIER DEVICES, ADAPTERS, AND POWER SUPPLIES); (b) IS USED FOR COMMERCIAL PURPOSES (INCLUDING RENTAL); (c) IS MODIFIED OR TAMPERED WITH; (d) IS DAMAGED BY NEGLIGENCE, ACCIDENT, UNREASONABLE USE, OR BY OTHER CAUSES UNRELATED TO DEFECTIVE MATERIALS OR WORKMANSHIP; OR (e) HAS HAD THE SERIAL NUMBER ALTERED, DEFACED OR REMOVED. ANY APPLICABLE IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY LIMITED IN DURATION TO THE WARRANTY PERIODS DESCRIBED ABOVE (12 MONTHS OR 3 MONTHS, AS APPLICABLE). IN NO EVENT SHALL NINTENDO BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM THE BREACH OF ANY IMPLIED OR EXPRESS WARRANTIES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. Nintendo's address is as set forth on the back cover of this booklet. This warranty is only valid in the United States.

For further information or assistance, please contact: Nintendo Consumer Service www.nintendo.com NINTENDO or call 1-800-255-3700 PRODUCER ECUTIVE PRODUCER (U.S.Iwata Canada) and Shigeru Miyamoto toru
-PRODUCER nsuke Tanabe USIC nji Yamamoto NNECTIVITY PROGRAMMING mohiro Kawase Hideaki Shimizu PERVISOR (SAMUS MODEL) moyoshi Yamane Chiharu Sakiyama ODUCER (NOA) ff Miller ANSLATOR/BILINGUAL COORDINATOR m O'Leary Kiyohiko Ando ot Ritchey ITOR slie Swan STING DIRECTOR chael Kelbaugh Akira Otani COORDINATION Risa Tabata MUSIC ASSISTANT Kouichi Kyuuma TECHNICAL SUPPORT Hironobu Kakui Yoshito Yasuda SPECIAL THANKS Takehiro Izushi Takahiro Harada Hiroyuki Kimura Akiko Miyano TESTING/COORDINATOR Michael Leslie WRITER/EDITOR Nate Bihldorff SPECIAL THANKS Tatsumi Kimishima Kamon Yoshimura Tom Eberspecher

Yoshihito Ikebata

Mike Fukuda Chris Campbell Jim Wornell

1974 Developed image projection system employing 16mm film projector and entered into the arcade business. Began exporting systems to the U.S. and Europe. 1977 Developed Nintendo's first home video game machines, TV Game 15 and TV Game 6. 1980 Established a wholly owned subsidiary, Nintendo of America Inc. in New York. Developed and started selling GAME & WATCH product line, the first portable LCD video games with a microprocessor. 1981 Developed and began distribution of the coin-operated video game Donkey Kong. 1982 Established Nintendo of America Inc. in Seattle, Washington, and merged the New York subsidiary into it. 1983 Started selling the home video game console Family Computer System employing a custom CPU (Central Processing Unit) and PPU (Picture Processing Unit). Listed stock on the first section of the Tokyo Stock Exchange. 1985 Began sales of the U.S. version of the Family Computer System called the Nintendo Entertainment System (NES) in America. The NES game, Super Mario Bros. became a smash hit around the world. 1986 Started selling the Family Computer Disk Drive System to expand the functions of the Family Computer System in Japan.NES released in Europe. 1988 On-line stock brokerage services utilizing the Family Computer Network System are started in Japan jointly with Nomura Securities. Enlarged Uji Factory and built Uji-Ogura Factory in order to keep pace with the rapid increase in product demand. Nintendo of America Inc. publishes the first issue of Nintendo Power magazine. 1989 Introduced Game Boy, the first portable, hand-held game system with interchangeable game paks,in Japan and the U.S.
1990 Nintendo enters the 16-bit market with the release of the Super Famicom in Japan. Established Nintendo of Europe GmbH in Frankfurt, Germany. Released Game Boy in Europe. 1991 The 16-bit Super Nintendo Entertainment System (Super NES), along with Super Mario World, is released in the U.S. 1992 Super NES released in Europe. Introduced Mario Paint game software for Super Famicom. Players create their drawings with a dedicated Super Famicom Mouse. Nintendo of America Inc. develops portable Fun Centers to help the Starlight Children's Foundation bring happiness to hospitalized children by allowing them to enjoy their favorite video games during hospital stays. 1993 Establish subsidiaries in France, UK, Netherlands, Belgium, Spain and Australia. The Nintendo Gateway program is introduced to provide Nintendo entertainment to airline passengers and hotel guests in the U.S. Built Uji-Okubo factory. 1994 The Super Game Boy accessory is released, expanding the library of games that can be played on the Super NES.Uji, Uji-Ogura and Uji-Okubo factories received ISO-9002. 1995 Started selling SatellaView adapter for Super Famicom in Japan, enabling the system to receive digital data from broadcast satellite. 1996 Nintendo 64 launches in Japan and the U.S. The first software title, Super Mario 64, is proclaimed by many as "the greatest video game of all time!" Nintendo introduces the Game Boy Pocket, a sleeker, 30-percent smaller version of the world's most popular hand-held video game system. Pokmon Red and Blue for Game Boy are introduced in Japan. 1997 Nintendo introduces the innovative Rumble Pak attachment for the Nintendo 64 controller which enables players to feel vibrations during gameplay. Nintendo 64 hits the European market. In Japan, Nintendo introduces the Nintendo Power system to convenience stores where game players can rewrite their Super Famicom game contents. Pokmon TV series starts in Japan.

Cash Flow

At March 31, 2004, Nintendos cash and cash equivalents were 720.1 billion ($6,858 million). Net cash provided by operating activities was 120.1 billion ($1,144 million) which was an increase of 143.6 billion compared with the previous fiscal year. The decrease in accounts receivable and inventory contributed to the overall increase. Net cash used in investing activities was 67.0 billion ($638 million). Deposits to time deposits which had exceeded withdrawals contributed to the overall decrease. Net cash used in financing activities was 24.1 billion ($229 million) with dividend payout accounting for a significant portion.

Financial Position

Nintendos financial position continues to be very strong. At March 31, 2004 total liabilities were 119.6 billion ($1,139 million), and the current ratio was 7.87:1. The balance of cash and cash equivalents was 6.02 times total liabilities. Working capital was 777.5 billion ($7,405 million). The number of days sales in receivables decreased by 7 days compared with the previous fiscal year to 28 days. Inventories were 31.0 billion ($295 million). The number of days sales in inventories decreased substantially to 22 days. Liabilities-to-equity ratio was 0.13:1 at March 31, 2004.

Common Stock Activity

During the fiscal year ended March 31, 2004, the Nikkei stock average rose 47% to 11,715.39 ($111.58). The Companys stock price ended the year at 10,510 ($100.10). The Company maintained its annual dividend level at 140 ($1.33) per share for Fiscal 2004. On a consolidated basis, the dividend payout ratio was approximately 57%. Foreign shareholders constituted 39% of total outstanding shares at March 31, 2004.
(Note) The amounts presented herein are stated in Japanese yen and have been translated into U.S. dollars solely for the convenience of readers outside Japan at the rate of 105 to US$1, the approximate rate of exchange at March 31, 2004.

Risk Factors

Various market risks that could significantly affect Nintendos operating performance, share price, and financial condition are as follows: Note that matters pertaining to the future presented herein are determined by Nintendo as of fiscal year ended March 31, 2004. (1) Fluctuation in Foreign Exchange Rates Nintendo distributes its products globally with overseas sales accounting for more than 70% of total sales. The majority of monetary transactions are made in local currencies. In addition, the Company holds a substantial amount of assets denominated in foreign currencies without exchange contracts. Thus, the fluctuation in foreign exchange rates would affect these assets if they were to be converted to Japanese yen or revaluated for financial reporting purposes. Japanese yen appreciation against the U.S. dollar or Euro would have a negative impact on Nintendos performance. (2) Failure of Financial Institutions Nintendo holds a substantial amount of deposits in order to respond flexibly to future capital needs. There is no guarantee that financial institutions that have monetary transactions with Nintendo will not fail. (3) Collectibility of Accounts Receivable and Notes Receivable At Nintendo, based on contracts etc., a certain time period is required to collect receivables. During that time period, it is possible that those receivables may prove to be uncollectible. (4) Fluctuation of the Market Nintendo is engaged in a business categorized under the massive entertainment industry. Therefore, the availability of other forms of entertainment affects Nintendos business. If consumer preferences shift to other forms of entertainment, it is possible that the video game market may shrink.

Investments and Other Assets Investments in securities (Note 3) Deferred income taxes (Note 8) Other assets Total investments and other assets Total 53,867 9,190 1,128 64,185 1,010,031 38,552 14,712 3,577 56,841 1,085,519 513,019 87,520 10,750 611,289 $9,619,344 367,161 140,116 34,068 541,345 $10,338,280
See notes to consolidated financial statements.
Liabilities and Shareholders' Equity
Current Liabilities Notes and trade accounts payable Accrued income taxes Other current liabilities Total current liabilities Non-current Liabilities Non-current accounts payable Reserve for employee retirement and severance benefits (Note 6) Reserve for directors retirement and severance benefits Total non-current liabilities Minority Interests 602 3,993 1,709 6,135 7,071 1,740 8,5,738 38,024 16,277 60,039 2,213 1,288 67,340 16,573 85,201 1,460 71,897 11,165 30,185 113,247 117,908 38,913 29,229 186,050 $684,735 106,335 287,472 1,078,542 $1,122,934 370,605 278,369 1,771,908
Shareholders' Equity Common stock Authorized - 400,000,000 shares Issued and outstanding - 141,669,000 shares Additional paid-in capital Retained earnings Unrealized gains on other securities (Note 3) Translation adjustments Total Treasury stock, at cost 7,984,555 shares in 2004 and 7,334,448 shares in 2003 Total shareholders' equity Total (86,899) 890,248 1,010,031 (81,521) 890,370 1,085,519 (827,609) 8,478,550 $9,619,344 (776,395) 8,479,711 $10,338,280
10,065 11,584 964,525 6,650 (15,677) 977,147
10,065 11,584 950,263 2,254 (2,275) 971,891
95,861 110,326 9,185,951 63,335 (149,314) 9,306,159
95,861 110,326 9,050,122 21,471 (21,674) 9,256,106
Consolidated Statements of Income
U.S. Dollars in Thousands (Note1)
Net sales Cost of sales (Notes 5 and 7) Gross margin Selling, general and administrative expenses (Note 7) Operating income Other income (expenses) Interest income Foreign exchange gain (loss) - net Gain on sales of investments in affiliates Unrealized loss on investments in securities (Note 3) Other - net Income before income taxes and minority interests Income taxes (Note 8) Current Deferred Total income taxes Minority interests Net income
514,409 306,873 207,536 97,313 110,223
503,748 308,124 195,624 95,372 100,252
$4,899,130 2,922,593 1,976,537 926,794 1,049,743
$4,797,600 2,934,516 1,863,084 908,300 954,784
9,000 (67,877) (573) 2,193 52,966
15,943 (22,620) 19,082 (865) 1,524 113,316
85,713 (646,444) (5,461) 20,883 504,434
151,835 (215,430) 181,735 (8,237) 14,510 1,079,197

12,299 7,394 19,33,194

45,45,67,267

117,132 70,415 187,$316,134
428,750 9,094 437,$640,640

U.S. Dollars (Note 1)

Per share information Net income (Note 2L) Cash dividends (Note 2L) 246.482.$2.35 1.33 $4.59 1.33
Consolidated Statements of Shareholders' Equity
Japanese Yen in Millions Number of common shares in thousands Common stock Additional paid-in capital Retained earnings Unrealized gains on other securities Translation adjustments Treasury stock at cost
Years ended March 31, 2004 and 2003
Balance, April 1, 2002 Net income Cash dividends Directors' bonuses Decrease in retained earnings due to exclusion of affiliate with equity method applied Unrealized gains on other securities Translation adjustments Net changes in treasury stock Balance, March 31, 2003 Net income Cash dividends Directors' bonuses Loss on disposal of treasury stock Unrealized gains on other securities Translation adjustments Net changes in treasury stock Balance, March 31, 2004

141,669

10,065

11,584

904,733 67,267 (21,249) (170)
(318) (1,594) (7,301) (81,340) 141,669 10,065 11,584 950,263 33,194 (18,761) (170) (1) 2,254 (2,275) (81,521)
4,396 (13,402) (5,378) 141,669 10,065 11,584 964,525 6,650 (15,677) (86,899)
U.S. Dollars in Thousands (Note1) Common stock Additional paid-in capital Retained earnings Unrealized gains on other securities Translation adjustments Treasury stock at cost

$95,861

$110,326
$8,616,502 640,640 (202,369) (1,619)

$36,649

$47,862

$(1,721)

(3,032) (15,178) (69,536) (774,674) 95,861 110,326 9,050,122 316,134 (178,681) (1,619) (5) 21,471 (21,674) (776,395)
41,864 (127,640) (51,214) $95,861 $110,326 $9,185,951 $63,335 $(149,314) $(827,609)
Consolidated Statements of Cash Flows
Cash Flows from Operating Activities Net income Depreciation and amortization Increase (decrease) in allowance for doubtful accounts Increase (decrease) in reserve for employee retirement and severance benefits Deferred income taxes Foreign exchange loss (gain) Unrealized loss on investments in securities Gain on sales of investments in affiliates Decrease (increase) in notes and trade accounts receivable Decrease (increase) in inventories Increase (decrease) in notes and trade accounts payable Increase (decrease) in accrued income taxes Other, net Net cash provided by (used in) operating activities Cash Flows from Investing Activities Payments for short-term investments Proceeds from short-term investments Payments for purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Payments for investments in securities Proceeds from investments in securities Sales of business entities Other, net Net cash provided by (used in) investing activities Cash Flows from Financing Activities Payments for purchase of treasury stock Cash dividends paid Other, net Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) of cash and cash equivalents Cash and cash equivalents at beginning of year Decrease in cash and cash equivalents due to change in scope of consolidation Cash and cash equivalents at end of year

33,194 3,328 (1,956) (2,709) 7,394 54,16,071 70,805 (33,528) (27,647) 380 120,073 (128,035) 66,843 (1,910) 1,681 (13,500) 5,014 1,009 1,873 (67,025) (5,347) (18,746) 4 (24,089) (57,445) (28,486) 748,600 720,114
67,267 4,2,20,(19,082) (4,841) (58,671) (15,445) 8,483 (31,016) (23,557) (199,149) 229,229 (2,138) 365 (17,528) 8,659 17,266 (615) 36,089 (81,388) (21,233) (102,621) (24,207) (114,296) 863,116 (220) 748,600
$316,134 31,698 (18,626) (25,796) 70,414 515,884 5,461 153,052 674,336 (319,312) (263,305) 3,609 1,143,549 (1,219,378) 636,599 (18,189) 16,006 (128,575) 47,752 9,605 17,845 (638,335) (50,920) (178,532) 36 (229,416) (547,094) (271,296) 7,129,527 $6,858,231
$640,640 44,881 1,005 27,474 9,094 192,625 8,237 (181,735) (46,106) (558,774) (147,099) 80,787 (295,385) (224,356) (1,896,660) 2,183,133 (20,363) 3,474 (166,932) 82,467 164,435 (5,853) 343,701 (775,121) (202,218) (977,339) (230,536) (1,088,530) 8,220,155 (2,099) $7,129,526
Additional Cash Flow Information Interest paid Income taxes paid

1 39,946

2 36,536

5 380,437

19 347,963
Notes to Consolidated Financial Statements
Note 1. Basis of Presenting Consolidated Financial Statements
The accompanying consolidated financial statements are prepared from the consolidated financial statements issued in Japan for domestic reporting purposes. Nintendo Co., Ltd. (the Company) and its subsidiaries in Japan maintain their accounts and records in accordance with the provisions set forth in the Japanese Commercial Code and the Securities and Exchange Law, and in conformity with generally accepted accounting principles and practices in Japan, which are different in certain respects from the application and disclosure requirements of International Financial Reporting Standards. Its overseas consolidated subsidiaries maintain their accounts in conformity with the generally accepted accounting principles and practices prevailing in the respective countries of domicile and no adjustment has been made to their financial statements in consolidation, as allowed under accounting principles and practices generally accepted in Japan. The consolidated financial statements are not intended to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan. In preparing the accompanying consolidated financial statements, certain reclassifications have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. The consolidated financial statements presented herein are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of 105 to US$1, the approximate rate of exchange at March 31, 2004. These translations should not be construed as representations that the Japanese yen amounts have been, could have been or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

Note 2. Significant Accounting Policies
A. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries (total 21 in 2004 and 2003) except for two. The equity method of accounting has been applied to one of the non-consolidated subsidiaries and to 7 affiliates (out of 9 in 2004 and 10 in 2003). The remaining subsidiary and affiliates are immaterial and investments in them are carried at cost in the accompanying consolidated balance sheets. The principal consolidated subsidiaries and the principal affiliate for which the equity method of accounting was used for the year ended March 31, 2004 were as follows:
Consolidated subsidiaries
Nintendo Nintendo Nintendo Nintendo

Affiliate

of America Inc. Benelux B.V. Espaa, S.A. France S.A.R.L.
Nintendo Australia Pty. Ltd. Nintendo of Canada Ltd. Nintendo of Europe GmbH

The Pokmon Company

All significant intercompany transactions, accounts and unrealized profits have been eliminated in consolidation. The amounts of certain subsidiaries have been included on the basis of fiscal periods ended within three months prior to March 31.
B. Translation of Foreign Currency Items
In accordance with the Japanese accounting standard, short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rate in effect at the balance sheet date. The foreign exchange gains and losses from translation are recognized in the statements of income to the extent that they are not hedged by forward exchange contracts. With respect to financial statements of overseas subsidiaries, the balance sheet accounts are translated into Japanese yen at the exchange rates in effect at the balance sheet date except for shareholders' equity, which are translated at the historical rates. The average exchange rates for the fiscal period are used for translation of revenue and expenses. The differences resulting from translation in this manner are included in Minority Interests and Translation adjustments which are listed in Shareholders Equity in the accompanying consolidated balance sheets.

C. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposit which can be withdrawn on demand, time deposit with an original maturity of three months or less and certain investments. Investments are defined as those that are easily accessible, with little risk of fluctuation in value and the maturity date is within three months of the acquisition date.

D. Financial Instruments

Derivatives All derivatives are stated at fair value, with changes in fair value included in net profit or loss for the period in which they arise. Securities Held-to-maturity debt securities are stated at cost after accounting for premium or discount on acquisition, which is amortized over the period to maturity. Equity securities of non-consolidated subsidiary and affiliated companies with equity method non-applied are stated at cost. Other securities for which market quotations are available are stated at fair value. Unrealized gains on other securities are reported as Unrealized gains on other securities in Shareholders Equity at a net-of-tax amount, while unrealized losses on other securities are included in net profit or loss for the period. Other securities for which market quotations are unavailable are stated at cost, determined by the moving average method except as stated in the paragraph below. In case where the fair value of held-to-maturity debt securities, equity securities issued by non-consolidated subsidiaries and affiliates, or other securities has declined significantly and such impairment of the value is not deemed temporary, those securities are written down to the fair value and the resulting losses are included in net profit or loss for the period. Under the Japanese accounting standard, trading securities and debt securities due within one year are presented as current and all the other securities are presented as non-current.

E. Inventories

Inventories are stated at the lower of cost, determined by the moving average method, or market.
F. Property, Plant and Equipment
Property, plant and equipment are stated at cost. The Company and its consolidated subsidiaries in Japan compute depreciation by the declining balance method over the estimated useful lives. The straight-line method of depreciation is used for buildings, except for structures, acquired on or after April 1, 1998. Overseas consolidated subsidiaries compute depreciation of assets by applying the straight-line method over the period of estimated useful lives. Estimated useful lives of the principal assets are as follows: Buildings and structures: 3 to 60 years From the year ended March 31, 2004, the Company promptly adopted the new Japanese Accounting Standards for impairment on fixed assets. The effect on net profit or loss of this application is minor.

G. Income Taxes

Deferred income taxes are recorded to reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws to the temporary differences.
H. Retirement and Severance Benefits and Pension Plan
The Company and certain consolidated subsidiaries are calculating the reserve for employee retirement and severance benefits with actuarially calculated amounts on the basis of the cost of retirement benefit and plan assets at end of fiscal year. Benefits under the plan are generally based on the current rate of base salary, length of service and certain other factors when the termination occurs. Directors and corporate auditors customarily receive lump-sum payments upon termination of their services subject to shareholders approval. The Company provides for the reserve for lump-sum severance benefits for directors and corporate auditors at the estimated amount required if all retired at the fiscal year-end.
I. Research and Development and Computer Software
Expenses relating to research and development activities are charged to income as incurred. Computer software for the internal use included in other assets is amortized using the straight-line method over the estimated useful lives.

J. Leases

All leases are accounted for as operating leases. Under Japanese accounting standards for leases, finance leases that are deemed to transfer ownership of the leased assets to the lessee are to be capitalized, while other finance leases are permitted to be accounted for as operating lease transactions if certain as if capitalized information is disclosed in the notes to the lessees financial statements.
K. Appropriations of Retained Earnings
Appropriations of retained earnings are reflected in the consolidated financial statements for the following year upon shareholders approval

L. Per Share Information

The computations of net income per share of common stock are based on the weighted average number of shares outstanding during each fiscal year. The average number of common stock used in the computation for the years ended March 31, 2004 and 2003 were 133,741 thousand and 139,162 thousand, respectively. Cash dividends per share represent the amounts applicable to the respective years including dividends to be paid after end of the fiscal year.
Note 3. Short-term Investments and Investments in Securities
Other securities with market value included in Investments in securities as of March 31, 2004 and 2003 were as follows:
Japanese Yen in Millions Acquisition Cost Book Value Difference

U.S. Dollars in Thousands (Note 1) Acquisition Cost Book Value Difference

As of March 31, 2004

Securities whose book value on the accompanying Consolidated Balance Sheet exceed their acquisition cost Equity securities Debt securities Sub-Total Securities whose book value on the accompanying Consolidated Balance Sheet do not exceed their acquisition cost Equity securities Debt securities Sub-Total Total 248 3,293 3,541 24,3,281 3,502 35,196 (27) (12) (39) 11,156 $2,363 31,363 33,726 $228,950 $2,103 31,248 33,351 $335,200 $(260) (115) (375) $106,250 19,428 1,071 20,499 30,621 1,073 31,694 11,11,195 $185,024 10,200 $195,224 $291,632 10,217 $301,849 $106,$106,625

As of March 31, 2003

Securities whose book value on the accompanying Consolidated Balance Sheet exceed their acquisition cost Equity securities Sub-Total Securities whose book value on the accompanying Consolidated Balance Sheet do not exceed their acquisition cost Equity securities Sub-Total Total 1,446 1,446 13,173 1,139 1,139 16,655 (307) (307) 3,482 $13,767 13,767 $125,454 $10,844 10,844 $158,617 $(2,923) (2,923) $33,163 11,727 11,727 15,516 15,516 3,789 3,789 $111,687 $111,687 $147,773 $147,773 $36,086 $36,086
Book value of non-marketable securities in Short-term investments and Investments in securities as of March 31, 2004 and 2003 were summarized as follows;

A s o f M a rc h ,

(1) Held-to-maturity debt securities Commercial paper (2) Other securities Preferred subscription certificate Unlisted bonds

17,375

165,476

78,725

11,000 3,537

11,000 6,000

104,762 33,682

104,762 57,143

The aggregate maturities of Held-to-maturity debt securities in Short-term investments and Investments in securities as of March 31, 2004 and 2003 were as follows;
Due within one year Due after one year through five years

17,375 7,890

8,266 6,000

165,476 75,146

78,725 57,143

Note 4. Derivatives

Only the Company enters into foreign exchange forward contracts and currency option contracts. It is the Companys policy to enter into derivative transactions within the limits of foreign currency deposits, and not for speculative purposes. The Company has foreign exchange forward contracts to reduce risk of exchange rate fluctuations and currency option contracts to reduce risk of exchange rate fluctuations and yield improvement of short-term financial assets. Foreign exchange forward contracts and currency option contracts bear risks resulting from exchange rate fluctuations. Counterparties to derivative transactions are limited to high confidence level financial institutions. The Company does not anticipate any risk due to default. Derivative transactions entered into by the Company are made only by the treasury department under approval by the president and a director in charge of those transactions. The Company had no derivative contracts outstanding at March 31, 2004 and 2003.

Note 5. Inventories

Losses incurred from the application of the lower of cost or market valuation of inventories have been charged to cost of sales in the accompanying consolidated statements of income. These losses amounted to 9,492 million ($90,396 thousand) and 12,515 million ($119,189 thousand) for the years ended March 31, 2004 and 2003, respectively.
Note 6. Retirement and Severance Benefits and Pension Plan
The Company has a tax approved pension scheme and lump-sum severance payments plan which is a defined benefit plan. Certain consolidated subsidiaries have defined contribution plans as well as defined benefit plans. The Company and certain consolidated subsidiaries may also pay extra retirement allowance to employees who have distinguished services.
Retirement benefit obligations as of March 31, 2004 and 2003 were as follows:
a. Retirement benefit obligation b. Plan assets c. Unfunded retirement benefit obligation d. Unrecognized actuarial difference e. Unrecognized prior service cost (decrease of obligation) f. Reserve for employee retirement and severance benefits
(17,189) 11,429 (5,760) 1,(3,993)
(18,055) 9,053 (9,002) 1,(7,071)
$(163,701) 108,847 (54,854) 16,$(38,024)
$(171,953) 86,220 (85,733) 10,652 7,741 $(67,340)
Retirement benefit cost for the years ended March 31, 2004 and 2003 were as follows:
a. Service cost b. Interest cost c. Expected return on plan assets d. Amortization of actuarial difference e. Amortization of prior service cost f. Retirement benefit cost g. Other h. Total
1,(149) (1,267) (211) 623

1,(255) 2,4,4,863

$11,924 5,003 (1,419) (12,069) (2,009) 1,430 4,503 $5,933
$10,714 5,219 (2,431) 25,774 2,073 41,349 4,970 $46,319

Basis of calculation:

Year ended March 31, 2004
a. Method of attributing benefits to years of service: b. Discount rate: c. Expected return rate on plan assets: d. Amortization years of prior service cost: e. Amortization years of actuarial difference:
Straight-line basis 1.0% to 6.1% 0.0% to 8.0% Mainly fully amortized in the same fiscal year as incurred Mainly fully amortized in the same fiscal year as incurred
Year ended March 31, 2003
Straight-line basis 1.0% to 6.5% 0.0% to 8.0% One to ten years Mainly fully amortized in the same fiscal year as incurred
Note 7. Research and Development
Research and development costs incurred and charged to cost of sales, and selling, general and administrative expenses were 15,825 million ($150,715 thousand) and 14,599 million ($139,037 thousand) for the years ended March 31, 2004 and 2003, respectively.

Note 8. Income Taxes

The Company is subject to several Japanese taxes based on income, which, in the aggregate, result in a normal statutory tax rates of approximately 42% for the years ended March 31, 2004 and 2003.

Significant components of deferred tax assets and liabilities are summarized as follows:
Deferred tax assets: Inventory - write-downs and elimination of unrealized profit Accrued expenses Research and development costs Unrealized loss on land Reserve for employee retirement and severance benefits Unrealized loss on investments in securities Depreciation Allowance for doubtful accounts Other Gross deferred tax assets Valuation allowance Total deferred tax assets 11,352 9,264 4,941 2,572 1,657 1,417 1,351 1,021 8,149 41,724 (1,276) 40,448 $108,114 88,227 47,060 24,494 15,781 13,496 12,862 9,724 77,611 397,369 (12,154) 385,215
Deferred tax liabilities: Unrealized gains on other securities Undistributed retained earnings of an overseas subsidiary Other Total deferred tax liabilities Net deferred tax assets (4,545) (1,114) (747) (6,406) 34,042 (43,290) (10,606) (7,114) (61,010) $324,205
Reconciliation of the statutory tax rate and the effective income tax rate:
Statutory tax rate Expenses not deductible for tax purposes Extra tax deduction on expenses for research Differences in consolidated foreign subsidiaries' tax rate Other Effective income tax rate
42.0% 0.4 (1.4) (2.6) (1.2) 37.2%
Deferred tax assets: Inventory - write-downs and elimination of unrealized profit Accrued expenses Research and development costs Accrued enterprise tax Reserve for employee retirement and severance benefits Unrealized loss on land Allowance for doubtful accounts Royalty expenses Other Gross deferred tax assets Valuation allowance Total deferred tax assets 11,383 10,426 4,111 3,417 2,770 2,431 1,829 1,436 12,539 50,342 (1,735) 48,607 $108,409 99,294 39,150 32,547 26,380 23,154 17,423 13,675 119,417 479,449 (16,523) 462,926
Deferred tax liabilities: Unrealized gains on other securities Undistributed retained earnings of an overseas subsidiary Other Total deferred tax liabilities Net deferred tax assets (1,541) (503) (706) (2,750) 45,857 (14,675) (4,793) (6,723) (26,191) $436,735
Reconciliation of the statutory tax rate and the effective tax rate for the year ended March is excluded, since the difference is not more than five one-hundredth of the statutory tax rate.

Note 9. Leases

The Company and certain consolidated subsidiaries lease computer equipment and other assets. Total lease payments under finance leases not deemed to transfer ownership of the leased assets to the lessee for the years ended March 31, 2004 and 2003 were 282 million ($2,684 thousand) and 269 million ($2,559 thousand), respectively.

Pro forma information of leased assets under finance leases that do not transfer ownership of the leased assets to the lessee on an as if capitalized basis as of March 31, 2004 and 2003 was as follows:
Acquisition cost Accumulated depreciation Net leased assets

$7,140 3,215 $3,925

$9,840 5,512 $4,328
Pro forma amounts of obligations under finance leases that do not transfer ownership of the leased assets to the lessee on an as if capitalized basis as of March 31, 2004 and 2003 were as follows:
Due within one year Due after one year Total

$2,025 1,900 $3,925

$2,256 2,072 $4,328
The minimum rental commitments under noncancelable operating leases at March 31, 2004 and 2003 were as follows:

621 4,336 4,957

$2,433 5,588 $8,021

$5,915 41,291 $47,206

Note 10. Litigation
The Commission of the European Communities announced to impose a fine of EUR149 million on October 30, 2002 referring that Nintendos past trade practices in Europe until 1998 fell upon limitation of competition within the EU common market which is prohibited by Article 81 in the EU treaty. The Company and its consolidated subsidiary found this fine to be unjustly high and appealed to the Court of First Instance of the European Communities on January 16, 2003. The legal procedure is now under way.
Note 11. Subsequent Events
At the annual general meeting held on June 29, 2004, shareholders of the Company approved the year-end cash dividends and directors' bonuses proposed by the Board of Directors of the Company as follows:
Year-end cash dividends, 70 ($0.67) per share Directors' bonuses

9,358 170

$89,123 1,619
Note 12. Segment Information
A. Segment Information by Business Categories
Because the Company and its consolidated subsidiaries operate predominantly in one industry segment which accounts for over 90% of total net sales, operating income and assets, this information is not required.
B. Segment Information by Sellers Location
Japanese Yen in Millions Japan The Americas Europe Other Total Eliminations or unallocated assets Consolidated
Net sales and operating income Net sales Sales to third parties Inter segment sales Total net sales Cost of sales and selling, general and administrative expenses Operating income Assets 137,240 224,071 361,311 268,364 92,947 854,882 250,274 1,751 252,025 236,356 15,669 145,820 120,120,133 117,136 2,997 43,026 6,766 6,766 6,2,374 514,409 225,826 740,235 628,596 111,639 1,046,102 (225,826) (225,826) (224,410) (1,416) 514,409 514,409 404,186 110,223

Nintendo of Canada Ltd.

110-13480 Crestwood Place Richmond, B.C. V6V 2J9 Canada Tel : (604) 279-1600 Fax : (604) 279-1649
Silicon Knights Inc. iKuni Inc. Pokmon USA, Inc. iQue Ltd. iQue (China) Ltd.
Other consolidated subsidiaries
ND CUBE Co., Ltd. Brownie Brown Inc.

Nintendo Espaa, S.A.

Azalea, 1-Edificio D Miniparc 1-El Soto de la Moraleja 28109 Alcobendas Madrid, Spain Tel : 34-91-788-6400 Fax : 34-91-788-6401
Affiliated companies with equity method non-applied

Ape inc.

NES Merchandising Inc. NHR Inc. HFI Inc. SiRAS.com Inc. Nintendo Technology Development Inc. Nintendo Software Technology Corporation Rare Acquisition Inc. Nintendo Phuten Co., Ltd. Nintendo Services USA, Inc. Retro Studios, Inc.

Nintendo of Europe GmbH

Nintendo Center 63760 Groostheim, Germany Tel : 49-6026-950-00 Fax : 49-6026-950-301

Midway/Nintendo Inc.

Nintendo France S.A.R.L.
Le Montaigne 6, boulevard de lOise 95031 Cergy Cedex France Tel : 33-1-34-35-46-00 Fax : 33-1-34-35-46-35
Shareholder and Investor Information
Nintendo Co., Ltd. 11-1, Kamitoba hokotate-cho, Minami-ku, Kyoto 601-8501, Japan Tel : (075) 662-9600
Nintendo Co., Ltd. Common Stock
Nintendo Co., Ltd. common stock is listed on the Osaka Stock Exchange, Section 1 and the Tokyo Stock Exchange, Section 1.

Public Relations

Mr. Reginald Fils-Aime
Executive Vice President, Sales and Marketing

Mr. George Harrison

Senior Vice President, Marketing & Corporate Communications Nintendo of America Inc. 4820 150th Avenue N.E. Redmond, WA 98052 U.S.A. Tel : (425) 882-2040

Annual Meeting

The Annual Meeting of Shareholders for Fiscal 2004 was held on Tuesday, June 29, 2004 at Nintendo Co., Ltd. Kyoto, Japan.
Corporate Communication Department
Nintendo Co., Ltd. 11-1, Kamitoba hokotate-cho, Minami-ku, Kyoto 601-8501, Japan Tel : (075) 662-9600 Fax : (075) 662-9540

Investor Relations

Securities analysts, institutional investors, and other members of the financial community requesting information about Nintendo Co., Ltd. should contact:

Mr. Yoshihiro Mori

Senior Managing Director General Manager, Corporate Analysis & Administration Division Nintendo Co., Ltd. 11-1, Kamitoba hokotate-cho, Minami-ku, Kyoto 601-8501, Japan Tel : (075) 662-9614 Fax : (075) 662-9544 E-mail: ymori@nintendo.co.jp

Independent Auditors

ChuoAoyama PricewaterhouseCoopers Kyoto, Japan
Visit Nintendo on the Internet at http://www.nintendo.com