UNICHARM CORPORATION TRANSLATION
Following is an English translation of the Report pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act. This Report is presented merely as supplemental information.
Annual Securities Report
(For the 64th fiscal year,
from January 1, 2023 to December 31, 2023)
Unicharm Corporation
(E00678)
The 64th Fiscal Year (from January 1, 2023 to December 31, 2023)
Annual Securities Report
This report is the Annual Securities Report submitted pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act via the Electronic Disclosure for Investors' Network ("EDINET") as set forth in Article 27-30-2 of the same Act, generated and printed with a Table of Contents and page numbers added.
Unicharm Corporation
Table of Contents
The 64th Annual Securities Report | Page | ||
Cover | ............................................................................................................................................... | 1 | |
Part 1. Information on the Company | 2 | ||
I. Overview of the Company | 2 | ||
1. | Key financial data and trends | 2 | |
2. | History | 4 | |
3. | Description of business | 5 | |
4. | Information on subsidiaries and affiliates | 7 | |
5. | Employees | 9 | |
II. | Business Overview | 12 | |
1. | Management policies, management environment, and issues facing the Group | 12 | |
2. | Approach to and initiatives on sustainability | 13 | |
3. | Business and other risks | 27 | |
4. | Management's analysis of financial position, operating results and cash flows | 33 | |
5. | Important business contracts | 40 | |
6. | Research and development activities | 40 | |
III. Equipment and Facilities | 44 | ||
1. | Overview of capital investments | 44 | |
2. | Major facilities | 44 | |
3. | Plans for new additions or disposals | 46 | |
IV. Corporate Information | 47 | ||
1. | Information on the Company's shares | 47 | |
2. | Acquisition of treasury shares | 52 | |
3. | Dividend policy | 54 | |
4. | Corporate governance | 55 | |
V. | Financial Information | 81 | |
1. | Consolidated financial statements | 82 | |
2. | Non-consolidated financial statements | 152 | |
VI. Information on Transfer and Repurchase of the Company's Shares | 166 | ||
VII.Reference Information on the Company | 167 | ||
1. | Information on the parent company or equivalent of the Company | 167 | |
2. | Other reference information | 167 | |
Part 2. Information on Guarantors for the Company | 168 |
【Cover】
【Document Submitted】
【Article of the Applicable Law Requiring Submission of This Document】
【Filed to】
【Date of Filing】
【Business Year】
【Company Name】
【Company Name (in English)】
【Position and Name of Representative】
【Location of Head Office】
【Phone No.】
【Contact for Communications】
【Nearest Contact】
【Phone No.】
【Contact for Communications】
【Place Where Available for Public Inspection】
Annual Securities Report ("Yukashoken-Houkokusho")
Article 24, Paragraph 1 of the Financial Instruments and Exchange Act
Director-General of the Kanto Local Finance Bureau
March 28, 2024
The 64th Fiscal Year (from January 1, 2023 to December 31, 2023)
Unicharm Kabushiki-Kaisha
Unicharm Corporation
Takahisa Takahara, Representative Director, President and Chief Executive Officer
182, Shimobun, Kinsei-cho,Shikokuchuo-shi, Ehime, Japan (The above address is the official registered location of the head office. Actual operations are based as follows.)
Sumitomo Fudosan Tokyo Mita Garden Tower, 3-5-19, Mita, Minato-ku, Tokyo, Japan +81-3-3451-5111 (switchboard)
Hirotatsu Shimada, Managing Executive Officer, General Manager of Accounting Control and Finance Division Sumitomo Fudosan Tokyo Mita Garden Tower, 3-5-19, Mita, Minato-ku, Tokyo, Japan
+81-3-3451-5111 (switchboard)
Hirotatsu Shimada, Managing Executive Officer, General Manager of Accounting Control and Finance Division Head Office, Unicharm Corporation
(Sumitomo Fudosan Tokyo Mita Garden Tower, 3-5-19, Mita, Minato-ku, Tokyo, Japan)
Unicharm Kyoshinkan (Resonance Hall), Unicharm Corporation (131, Shimobun, Kinsei-cho,Shikokuchuo-shi, Ehime, Japan)
Osaka Office, Unicharm Corporation
(Sumitomo Nakanoshima Bldg., 3-2-18, Nakanoshima, Kita-ku,
Osaka-shi, Osaka, Japan)
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan)
- 1 -
Part 1. Information on the Company
- Overview of the Company
1. Key financial data and trends
(1) Consolidated financial data
Fiscal year | 60th | 61st | 62nd | 63rd | 64th | |
Year ended | December 31, | December 31, | December 31, | December 31, | December 31, | |
2019 | 2020 | 2021 | 2022 | 2023 | ||
Net sales | Millions | 714,233 | 727,475 | 782,723 | 898,022 | 941,790 |
of Yen | ||||||
Profit before tax | Millions | 69,538 | 95,849 | 121,977 | 115,708 | 132,308 |
of Yen | ||||||
Profit attributable to owners | Millions | 46,116 | 52,344 | 72,745 | 67,608 | 86,053 |
of parent | of Yen | |||||
Comprehensive income | Millions | |||||
attributable to owners of | 52,458 | 36,248 | 97,670 | 98,094 | 120,371 | |
of Yen | ||||||
parent | ||||||
Equity attributable to owners | Millions | 473,073 | 493,002 | 557,639 | 618,883 | 695,719 |
of parent | of Yen | |||||
Total assets | Millions | 864,003 | 893,413 | 987,655 | 1,049,218 | 1,133,627 |
of Yen | ||||||
Equity attributable to owners | Yen | 791.25 | 822.19 | 935.03 | 1,043.17 | 1,178.73 |
of parent per share | ||||||
Basic earnings per share | Yen | 77.53 | 87.60 | 121.78 | 113.61 | 145.42 |
Diluted earnings per share | Yen | 77.05 | 87.46 | 121.69 | 113.59 | 145.42 |
Ratio of equity attributable to | % | 54.8 | 55.2 | 56.5 | 59.0 | 61.4 |
owners of parent | ||||||
Return on equity attributable | % | 10.1 | 10.8 | 13.8 | 11.5 | 13.1 |
to owners of parent | ||||||
Price earnings ratio | Times | 47.7 | 55.8 | 41.0 | 44.6 | 35.1 |
Cash flows from operating | Millions | 84,936 | 150,254 | 105,253 | 92,216 | 162,415 |
activities | of Yen | |||||
Cash flows from investing | Millions | (69,235) | (41,698) | (79,837) | (7,145) | (67,527) |
activities | of Yen | |||||
Cash flows from financing | Millions | (23,062) | (35,239) | (45,180) | (61,652) | (67,007) |
activities | of Yen | |||||
Cash and cash equivalents at | Millions | 128,787 | 199,522 | 187,547 | 217,153 | 253,770 |
end of fiscal period | of Yen | |||||
Employees | ||||||
( ) represents the average | 16,304 | 16,665 | 16,308 | 16,206 | 16,223 | |
number of part-time | Persons | |||||
(1,781) | (1,776) | (1,786) | (1,775) | (1,724) | ||
employees not included in | ||||||
the above numbers |
Notes: 1. The number of employees represents the number of full-time employees.
2. The Group's consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (hereinafter "IFRS").
- 2 -
(2) Non-consolidated financial data
Fiscal year | 60th | 61st | 62nd | 63rd | 64th | |
Year ended | December 31, | December 31, | December 31, | December 31, | December 31, | |
2019 | 2020 | 2021 | 2022 | 2023 | ||
Net sales | Millions | 355,721 | 366,203 | 382,210 | 344,281 | 348,740 |
of Yen | ||||||
Ordinary income | Millions | 40,217 | 46,149 | 81,353 | 67,915 | 143,374 |
of Yen | ||||||
Profit | Millions | 35,119 | 8,292 | 59,625 | 6,876 | 119,405 |
of Yen | ||||||
Capital stock | Millions | 15,993 | 15,993 | 15,993 | 15,993 | 15,993 |
of Yen | ||||||
Number of shares issued | Shares | 620,834,319 | 620,834,319 | 620,834,319 | 620,834,319 | 620,834,319 |
Net assets | Millions | 316,040 | 312,113 | 333,849 | 301,907 | 384,676 |
of Yen | ||||||
Total assets | Millions | 443,842 | 455,280 | 474,130 | 414,114 | 493,120 |
of Yen | ||||||
Net assets per share | Yen | 527.99 | 519.99 | 559.44 | 508.88 | 651.74 |
Cash dividends per share | Yen | 28 | 32 | 36 | 38 | 40 |
(Interim cash dividends | ||||||
(Yen) | (14) | (16) | (18) | (19) | (20) | |
included herein) | ||||||
Earnings per share | Yen | 59.04 | 13.88 | 99.82 | 11.55 | 201.77 |
Diluted earnings per share | Yen | 58.43 | 13.84 | 99.74 | 11.55 | 201.77 |
Ratio of shareholders' equity | % | 70.9 | 68.4 | 70.3 | 72.9 | 78.0 |
Earnings to shareholders' | % | 11.4 | 2.6 | 18.5 | 2.2 | 34.8 |
equity | ||||||
Price earnings ratio | Times | 62.7 | 352.5 | 50.1 | 438.6 | 25.3 |
Dividend payout ratio | % | 47.4 | 230.6 | 36.1 | 328.9 | 19.8 |
Employees | 1,443 | 1,466 | 1,465 | 1,433 | 1,457 | |
( ) represents the average number | Persons | |||||
of part-time employees not | (286) | (323) | (345) | (364) | (385) | |
included in the above numbers | ||||||
Total shareholder return | % | 104.7 | 139.1 | 143.2 | 146.2 | 148.1 |
(Comparative indicator: | ||||||
(%) | (118.1) | (126.8) | (143.0) | (139.5) | (178.9) | |
TOPIX Total Return Index) | ||||||
Highest share price | Yen | 3,787 | 5,316 | 5,208 | 5,323 | 5,958 |
Lowest share price | Yen | 2,905 | 3,031 | 4,122 | 3,901 | 4,623 |
Notes: 1. The number of employees represents the number of full-time employees.
- The highest and lowest share prices are those quoted on the Tokyo Stock Exchange (First Section) on or before April 3, 2022, and on the Tokyo Stock Exchange (Prime Market) on or after April 4, 2022.
- The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020) and relevant ASBJ regulations from the beginning of the 63rd fiscal year, and the key financial data, etc. for the 63rd fiscal year and the fiscal year thereafter is presented as data, etc. after applying the accounting standard, etc.
- 3 -
2. History
February 1961
August 1963
March 1974
September 1974
August 1976
August 1981
October 1984
March 1985
July 1987
June 1993
November 1993
December 1995
June 1997
October 1998
February 1999
May 1999
October 1999
November 2001
January 2002
February 2002
October 2002
October 2004
September 2005
December 2005
February 2006
July 2008 September 2008
January 2009
September 2010
September 2011
September 2011
December 2011
July 2012
April 2013
August 2013
September 2018
December 2019
November 2020
April 2022
Keiichiro Takahara established Taisei Kako Co., Ltd. Commenced the manufacture and sale of building materials
Commenced manufacture and sale of feminine napkins
The feminine napkin manufacturing business was transferred to Unicharm Industries Co., Ltd.
Due to a change in the par value of shares, Okada Industries Co., Ltd. merged Taisei Kako Co., Ltd. by absorption, and changed the corporate name to Unicharm Corporation as surviving entity
Listed stocks on the Second Section of the Tokyo Stock Exchange Launched disposable baby diapers
Established United Charm Co., Ltd. (former United Charm Industries Co., Ltd.) in Taiwan - Greater China Company stock designated to be listed on the First Section of the Tokyo Stock Exchange
Established Uni.Charm (Thailand) Co., Ltd. Established Unicharm East Japan Corp. Established Uni.Charm Mölnlycke B.V. Established Shanghai Unicharm Co., Ltd.
Established PT UNI-CHARM INDONESIA Tbk (PT Uni-Charm Indonesia at time of establishment) Transferred the pet businesses to Uni-Taisei Corp.
Uni-Taisei Corp. changed its company name to Uni Heartous Corporation Established Unicharm Central Japan Corporation
Transferred Central Japan Production Department to Unicharm Central Japan Corporation Established Unicharm Consumer Products (China) Co., Ltd.
Unicharm East Japan Corp. and Unicharm Central Japan Corporation were merged by absorption, with Unicharm Industries Co., Ltd. as the surviving entity. The corporate name was changed to Unicharm Products Co., Ltd.
Established Unicharm Consumer Products and Services (Shanghai) Co., Ltd.
Uni Heartous Corporation changed its corporate name to Unicharm PetCare Corporation Unicharm PetCare Corporation stock listed on the Second Section of the Tokyo Stock Exchange Unicharm PetCare Corporation stock designated to be listed on the First Section of Tokyo Stock Exchange Acquired Unicharm Gulf Hygienic Industries Ltd.
Launched joint venture business in South Korea at LG Unicharm Co., Ltd. (former Uni-Charm Co., Ltd.) with LG Household & Health Care Ltd.
Established Unicharm India Private Ltd. (Unicharm India Hygienic Private Ltd. at time of establishment)
After acquisition of all shares in APPP Parent Pty Ltd., corporate name was changed to Unicharm Australasia Holding Pty Ltd.
Shanghai Unicharm Co., Ltd., Unicharm Consumer Products (China) Co., Ltd. and Unicharm Consumer Products and Services (Shanghai) Co., Ltd. merged to form Unicharm Consumer Products (China) Co., Ltd. as surviving entity
Merged Unicharm PetCare Corporation by absorption Established Unicharm (China) Co., Ltd.
Acquired 95% of the shares of Diana Unicharm Joint Stock Company (Diana Joint Stock Company at time of establishment)
Acquired 51% of shares of The Hartz Mountain Corporation Established Unicharm Consumer Products (Jiangsu) Co., Ltd.
Acquired all shares of CFA International Paper Products Pte. Ltd., holder of 88% of the shares of Myanmar Care Products Ltd.
Acquired additional 10% of the shares of Myanmar Care Products Ltd. and the corporate name was changed to MYCARE Unicharm Co., Ltd.
Acquired all shares of DSG (Cayman) Ltd.
PT UNI-CHARM INDONESIA Tbk stock listed on the Main Board of the Indonesia Stock Exchange MYCARE Unicharm Co., Ltd. changed its corporate name to Unicharm Myanmar Company Limited
Moved stock listing from the First Section to the Prime Market of the Tokyo Stock Exchange due to the restructuring of market segments by the Tokyo Stock Exchange
- 4 -
3. Description of business
Unicharm Corporation (the "Company"), 50 subsidiaries and 8 affiliates (collectively, the "Group") is engaged chiefly in the manufacture and sale of wellness care products, feminine care products, baby care products, kirei care products, and pet care products.
Organizational positioning and segment information of Group businesses are as follows.
The following business segmentation is harmonized with "V. Financial Information, 1. Consolidated Financial Statements (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements."
Business category | Description of principal business | Principal companies | |
Personal care | Wellness care business | The Company | |
Feminine care business | Unicharm Products Co., Ltd. | ||
Baby care business | Unicharm Kokko Nonwoven Co., Ltd. | ||
Kirei care business | Cosmotec Corporation | ||
Unicharm Mölnlycke K.K. | |||
United Charm Co., Ltd. | |||
Uni.Charm (Thailand) Co., Ltd. | |||
Uni.Charm Mölnlycke B.V. | |||
LG Unicharm Co., Ltd. | |||
Unicharm Consumer Products (China) Co., Ltd. | |||
PT UNI-CHARM INDONESIA Tbk | |||
Unicharm Gulf Hygienic Industries Ltd. | |||
Unicharm India Private Ltd. | |||
Unicharm Australasia Holding Pty Ltd. | |||
Diana Unicharm Joint Stock Company | |||
DSG International (Thailand) Public Co., Ltd. | |||
Other | 29 companies | ||
Total | 45 companies | ||
Pet care | Pet care business | The Company | |
Unicharm Products Co., Ltd. | |||
Unicharm Kokko Nonwoven Co., Ltd. | |||
Cosmotec Corporation | |||
Peparlet Co., Ltd. | |||
The Hartz Mountain Corporation | |||
Other | 11 companies | ||
Total | 17 companies | ||
Other | Unicharm Kokko Nonwoven Co., Ltd. | ||
Cosmotec Corporation | |||
Other | 4 companies | ||
Total | 6 companies |
Note: In case a company operates several businesses, the company is included in each respective business category.
- 5 -
The organization chart of principal businesses is as follows.
Personal care
Pet care
Other
United Charm Co., Ltd. Uni.Charm (Thailand) Co., Ltd. LG Unicharm Co., Ltd. Unicharm Consumer Products (China) Co., Ltd.
PT UNI-CHARM INDONESIA Tbk
Unicharm Gulf Hygienic Industries Ltd.
Unicharm India Private Ltd. Diana Unicharm Joint Stock Company
DSG International (Thailand) Public Co., Ltd.
Others
Products
Raw material and products
Unicharm Kokko Nonwoven Co., Ltd.
Cosmotec Corporation Others
Raw material
Raw material and products
Products
Products
Products Co., Ltd. (manufacturing company) | Products |
Unicharm | Products |
Products
Products | |
Unicharm Australasia Pty Ltd. | |
Others |
and sales companies> | Products | |
Uni.Charm Mölnlycke B.V. | ||
Others | ||
Products | ||
Unicharm Mölnlycke K.K. | ||
sales company) | Products | |
Company (manufacturing and | ||
Raw | Products | |
material | sales companies> | |
The Hartz Mountain
Corporation
Others
Products
Products and
service
Principal customers in Japan and overseas
- 6 -
4. Information on subsidiaries and affiliates
Principal | Percentage | ||||
of voting | |||||
Name of company | Location | Capital | businesses | Business relationship | |
rights held | |||||
(Note 1) | |||||
(%) | |||||
(Consolidated subsidiaries) | |||||
Unicharm Products Co., | Shikokuchuo- | Sells products to Group | |||
Millions of | companies | ||||
Ltd. | shi, Ehime, | Personal care | 100.0 | ||
JPY 200 | Interlocking executives: 2 | ||||
(Note 2) | Japan | ||||
Cash loan relations: Yes | |||||
Sells products to Group | |||||
United Charm Co., Ltd. | Taiwan - | Thousands of | |||
TWD | Personal care | 52.6 | companies | ||
(Note 2) | Greater China | ||||
588,800 | Interlocking executive: 1 | ||||
Uni.Charm (Thailand) Co., | Kingdom of | Thousands of | Sells products to Group | ||
Ltd. | THB | Personal care | 100.0 | companies | |
Thailand | |||||
(Note 2) | 718,843 | Cash loan relations: Yes | |||
LG Unicharm Co., Ltd. | Republic of | Millions of | Sells products to Group | ||
KRW | Personal care | 51.0 | |||
(Note 2) | Korea | companies | |||
30,000 | |||||
Unicharm Consumer | People's | Thousands of | 75.0 | Sells products to Group | |
Products (China) Co., Ltd. | Republic of | USD | Personal care | ||
(75.0) | companies | ||||
(Notes 2, 3, 4) | China | 117,127 | |||
PT UNI-CHARM | Republic of | Millions of | Sells products to Group | ||
INDONESIA Tbk | IDR | Personal care | 59.4 | ||
Indonesia | companies | ||||
(Note 2) | 415,657 | ||||
Sells products to Group | |||||
Unicharm Gulf Hygienic | Kingdom of | Thousands of | |||
Industries Ltd. | SAR | 85.0 | companies | ||
Saudi Arabia | Personal care | ||||
(Note 2) | 447,059 | Interlocking executive: 1 | |||
Unicharm India Private Ltd. | Republic of | Millions of | |||
INR | Personal care | 100.0 | |||
(Note 2) | India | ||||
37,123 | |||||
Unicharm Australasia | Commonwealth | Thousands of | Personal care | 100.0 | Financial assistance: Yes |
Holding Pty Ltd. | of Australia | AUD | |||
(Note 2) | 60,000 | ||||
Sells products to Group | |||||
Unicharm Middle East & | Thousands of | ||||
North Africa Hygienic | Arab Republic | companies | |||
EGP | Personal care | 95.0 | |||
Industries Company S.A.E. | of Egypt | Interlocking executive: 1 | |||
880,000 | |||||
(Note 2) | Financial assistance: Yes | ||||
The Hartz Mountain | United States of | Thousands of | Pet care | 51.0 | Sells products to Group |
Corporation | America | USD | companies | ||
(Note 2) | 197,398 | ||||
Unicharm (China) Co., Ltd. | People's | Thousands of | |||
Republic of | USD | Personal care | 100.0 | ||
(Note 2) | China | 280,346 | |||
UNICHARM DO BRASIL | |||||
INDÚSTRIA E | Federative | Thousands of | |||
COMÉRCIO DE | |||||
Republic of | BRL | Personal care | 80.1 | ||
PRODUTOS DE HIGIENE | |||||
Brazil | 873,783 | ||||
LTDA. | |||||
(Note 2) |
- 7 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Unicharm Corporation published this content on 08 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2024 06:39:04 UTC.
