the following is an unofficial translation of the japanese … · 2020-05-27 · - 1 - version. if...
TRANSCRIPT
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To Our Cherished Shareholders
Toyota Tsusho is always obliged to all of you for your continued kindness and encouragement.
Our company plans to convene its 99th Ordinary General Meeting of Shareholders as described on the following
page. We humbly request your presence.
For its financial results for the year ended March 31, 2020, the Toyota Tsusho Group recorded a gross profit of 639.8
billion yen and an operating profit of 210.3 billion yen. Also, its profit attributable to owners of the parent came to
135.5 billion yen.
Regarding dividends, I look forward to announcing in June at our Ordinary General Meeting of Shareholders a year-
end dividend of 50 yen per share. Including the previously paid interim dividend of 60 yen per share, dividends for
the fiscal year ended March 31, 2020, will total 110 yen per share, an increase of 10 yen per share from the previous
fiscal year.
Under states of emergency throughout the world due to the impact of COVID-19, the Toyota Tsusho Group, beyond
placing utmost priority on the health and safety of its employees and their families, intends to implement the business
continuity plans that it has prepared during normal times. These plans aim to enable us to continue business operations
that will keep intact the supply chains that connect us to our customers and business partners, so that we can continue
providing services deemed necessary as much as possible.
I would like to express my deepest appreciation to our shareholders, who offer us their understanding and support,
and I would like to request your continued support going forward.
Sincerely yours,
Ichiro Kashitani
President & CEO
June 2020
The following is an unofficial translation of the Japanese-language original version, and is provided for your convenience only, without any
warranty as to its accuracy or as to the completeness of the information. The Japanese original version of the notice is the sole official
version. If there are any discrepancies between the Japanese original version and the English translation, the Japanese original version
prevails and the company disclaims all responsibility for and results of the discrepancies.
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We in the Toyota Tsusho Group deliver to nations around the world a diverse range of products
and services essential for building prosperous and comfortable societies.
We are guided by a four-tier philosophy that enables us to successfully meet the challenges of
each new age.
UnchUnchUnchUnchanging ideals thatanging ideals thatanging ideals thatanging ideals that should be passed onshould be passed onshould be passed onshould be passed on tttto the futureo the futureo the futureo the future
The Toyota Tsusho Group WayThe Toyota Tsusho Group WayThe Toyota Tsusho Group WayThe Toyota Tsusho Group Way (Toyotsu Group Way)(Toyotsu Group Way)(Toyotsu Group Way)(Toyotsu Group Way)
The bedrock principles that all Toyota Tsusho Group employees should share and the values that should
be embodied in their actions to realize our fundamental philosophy and achieve our vision
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-Global Vision -established in 2016- Our Global Vision sets the direction of the Toyota Tsusho Group’s continued evolution as a true global
company .It sets forth guidelines to which our entire global workforce should aspire.
GlobalGlobalGlobalGlobal VisionVisionVisionVision ———— IdealIdealIdealIdeal ImageImageImageImage The TTC Group will evoke our ideal as
GlobalGlobalGlobalGlobal VisionVisionVisionVision ———— ToyotsuToyotsuToyotsuToyotsu CoreCoreCoreCore ValuesValuesValuesValues
The Right ONE for you The best assurance of safety, quality, and reliability — based on your needs (Genba) The Right ONE for us Maximization of individual capabilities, global networks and diversity to create synergistic strengths The Right ONE for future
Unique insights and capabilities to explore new possibilities for future and sustainable society
Under our Global Vision, we have made a more
explicit commitment to emphasize the importance
of an environmental consciousness, and our contributions to a convenient, comfortable, healthy
and sustainable society.
Mobility A focused field that contributes to future convenient
society
Life & Community A focused field that contributes to comfortable &
healthy society
Resources & Environment
A focused field that contributes to sustainable society.
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Toward Sustainable Growth
Key Sustainability Initiatives for the Toyota Tsusho Group The Toyota Tsusho Group has identified key Sustainability issues that we need to be aware of as
we pursue the realization of our corporate philosophy and Global Vision to clarify those social issues
that we need to focus on based on our management strategies and taking into consideration recent
trends in international society.
In the process of identifying those issues, we engaged in repeated discussions while taking into
consideration the opinions of management and other internal and external stakeholders.
The Group’s CSR materiality are positioned as issues that demonstrate the Toyotsu Core Values in
the three areas of the Global Vision and that we need to be aware of as we pursue
“Be the Right ONE.”
This will lead to awareness of the materialities by each employee, sustainable growth through their
incorporation in business activities, and contribution to the resolution of social issues and
achievement of the SDG’s.
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Key Sustainability Initiatives
～～～～Comprehensive Recycling Business Designed to Reduce Environmental Impact～～～～
Comprehensive recycling business mindful of reducing environmental impact
The Toyota Tsusho Group’s recycling business has a long history. Toyota Metal Co., Ltd.,
established in 1970, started out as an end-of-life vehicle (ELV) recycling business and expanded its
operations worldwide in the new millennium as Japanese automakers expanded overseas.
As a manufacturing-related trading company, Toyota Tsusho engages in business focused on
recycling of scrap material resources left over from the automobile production process and molten
aluminum business in the US, Europe, and Asia. The molten aluminum business in particular is
expanding globally, because it involves a substantial curtailment of the energy-intensive melting
process compared with the conventional method of supplying aluminum in secondary ingot form and
also reduces CO2 emissions. In the ELV recycling business, technological innovations including
precise scrap sorting have resulted in the achievement of an almost 100% recycling rate.
Diverse products are used throughout the value chain from automobile manufacture to logistics,
sales, disposal, and recycling, such as ferrous and nonferrous metals, precious metals, and plastics. In
recent years we have also focused on recycling nickel-metal hydride batteries of end-of-life hybrids
and the used auto parts sales business, thereby contributing to comprehensive automotive resource
recycling.
In 2021, we plan to launch operation of one of Japan’s largest recycled plastic processing companies
to promote the recycling of plastic resources. By turning plastic products (made from petrochemical
materials) into recycled resources, we can help to reduce environmental load through the reduction
of CO2 emissions.
Collected ELV auto bodies are crushed and sorted according to material types
Conveying aluminum in liquid form
Toward sustainable growth
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Business Report from April 1, 2019 to March 31, 2020 ⅠⅠⅠⅠ. Outlook of Associated Companies
1. Progress and Achievement in Operation In the fiscal year ended March 31, 2020, the global economy as a whole trended toward slower growth
because of factors including economic slumps in Europe and China, despite resilience in the U.S. economy
through the third quarter. In the fourth quarter, economic activity worldwide stalled due to the impact of the
novel coronavirus spreading from country to country.
Through the third quarter, in the U.S. economy the employment environment and personal consumption
were strong, and the Federal Reserve Board’s interest rate cuts and other financial policies underpinned
business conditions. In the European economy, although personal consumption and government consumption
remained firm and signs of bottoming out in the manufacturing industry following a prolonged slump
appeared, a sense of uncertainty about the future grew stronger in response to Brexit and other factors. The
Chinese economy continued to slow in the wake of stagnant infrastructure investment and deterioration in
consumer sentiment, despite government efforts to bolster the economy with tax cuts, subsidies, and other
financial policies. Emerging market economies continued to decelerate, largely as a result of sharp declines in
exports and resource prices in response to China’s economic slowdown.
In the fourth quarter, a global economic slowdown trend gained impetus accompanying factors including
suspension of economic activity and turmoil in financial markets in countries around the world due to the
impact of the novel coronavirus outbreak.
Against this backdrop, the Japanese economy slowed, reflecting cooling of domestic demand following a
series of natural disasters and the effects of the consumption tax increase, despite improvement in the
employment and income environments. Also, the economy went into recession as inbound tourism demand
continued to decline and exports remained weak in the wake of the novel coronavirus outbreak, business
sentiment worsened in manufacturing and other sectors of the economy, and consumer sentiment cooled
further.
The Toyota Tsusho Group’s consolidated revenue for the fiscal year ended March 31, 2020 decreased
68.7billion yen (1.0%) year on year to 6,694.0 billion yen, largely as a result of a decrease in the trading
volume of crude oil and the foreign exchange impact of yen appreciation.
Consolidated operating profit decreased 4.8 billion yen (2.2%) year on year to 210.3 billion yen due to an
increase in selling, general and administrative expenses, which offset an increase in gross profit. Consolidated
profit for the year (attributable to owners of the parent) increased 2.9 billion yen (2.2%) year on year to 135.5
billion yen, largely as a result of a decrease in income tax expense, which offset a decrease in operating profit
and deterioration of share of profit (loss) of investments accounted for using the equity method.
Metals
Profit for the year (attributable to owners of the parent) decreased 16.4 billion yen (46.2%) year on year to
18.9 billion yen, largely as a result of a decrease in trading volume of automobile production-related products,
a decline in metal prices, and impairment losses in the metal resources business.
Global Parts & Logistics
Profit for the year (attributable to owners of the parent) decreased 1.4 billion yen (5.9%) year on year to 22.3
billion yen, largely due to a decrease in dividend income and the effect of currency translation.
Automotive Profit for the year (attributable to owners of the parent) decreased 3.0 billion yen (13.0%) year on year to 19.7
billion yen, largely as a result of a decrease in sales volume at overseas auto dealerships.
Machinery, Energy & Projects Profit for the year (attributable to owners of the parent) increased 16.4 billion yen (87.4%) year on year to
35.1 billion yen, boosted largely by a gain on sale of shares in an affiliate in the electric power business and
the impact of a one-time loss in the previous fiscal year.
Chemicals & Electronics Profit for the year (attributable to owners of the parent) increased 4.3 billion yen (23.3%) year on year to 22.7
billion yen, largely due to the impact of a one-time loss in the previous fiscal year, which offset profit margin
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shrinkage in the electronics business.
Food & Consumer Services Profit for the year (attributable to owners of the parent) increased 4.1 billion yen (234.1%) year on year to 5.8
billion yen, largely as a result of profitability improvement in the food business and an increase in high-
margin business.
Africa Profit for the year (attributable to owners of the parent) increased 3.9 billion yen (38.5%) year on year to 14.0
billion yen, largely as a result of growth in automobile sales volume.
(2) Financing The Company raises debt financing from various sources including loans from financial institutions and
issuance of both commercial paper and bonds in accord with a basic policy of tailoring financing to assets’
attributes. In doing so, the Company takes into account interest rate risk and refinancing risk while
endeavoring to maintain adequate liquidity and financial stability.
In the fiscal year ended March 31, 2020, the Company issued 500 million USD of bonds in the form of its
2nd issues of denominated in foreign currencies .
To ensure access to funding even in the event of financial market turmoil or other unforeseen circumstances,
the Company has arranged multiple credit facilities with major domestic and foreign banks such as 50 billion
yen equivalent multicurrency revolving credit facility and has concluded commitment line as 1,200 million
USD as of March 31, 2020. None of those facilities were drawn at March 31, 2020.
Some consolidated subsidiaries have arranged committed lines of credit with financial institutions to ensure
immediate availability and stability of funding. The subsidiaries' undrawn credit lines at March 31, 2020 were
as follows.
Total committed credit lines: 250 million EUR
Drawn balances: 200 million EUR
Undrawn balances: 50 million EUR
(3) Capital investment The Company and its consolidated subsidiaries invested a total of 160,987million yen in property plant and
equipment, mainly wind power generation facilities, and in car sales facilities in the fiscal year ended March
2020.
2. Management Priorities The Toyota Tsusho Group will pursue the following priorities with the aim of realizing its Global Vision.
In the Mobility field, the Group will expand transactions with both external and intra-Toyota Group customers
along multiple axes, including region, partner, and function (e.g., logistics, assembly) axes. The Group will
also focus on building businesses that will help realize a highly convenient society in the future, including the
Next Mobility business as exemplified by autonomous driving technologies.
In the Life & Community field, the Group will focus on businesses that contribute to realizing a comfortable
and healthy society, including medical and consumer goods businesses. In the Resources & Environment
field, the Group will place priority on businesses that contribute to realization of a sustainable society,
including renewable energy and lithium resources mining project.
With our Recycling Business Strategy, a particularly key priority in terms of attaining its Mid-term Business
Plan’s targets, the Group will expand automotive, we will contribute to the formation of a circular economy so
that finite resources can be utilized effectively on a global scale through businesses such as auto scrap collection
and recycling, recycled plastic processing, reuse of used vehicles and auto parts, and converting waste materials
into resources.
The Group will also accelerate implementation of the Next Mobility Strategy mainly in Japan, North America,
Europe, and China while building alliances and augmenting its functions in fields such as CASE*.
Under the Renewable Energy Strategy, the group will further contribute to the transition to a low-carbon society
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through the supply of stable and inexpensive electricity from renewable sources by pursuing further expansion
of the wind, solar, and hydropower electricity generation businesses of companies such as Eurus Energy
Holdings Corporation, Japan’s largest wind power producer.
Under the African Growth Strategy, the Group will expand its automotive, pharmaceutical, retail, and other
businesses throughout the African continent, with CFAO SAS functioning as the regional headquarters, to
provide quality products and services to African customers.
In pursuing all of the above, the Group will offer one-of-a-kind value as all employees and directors aspire to
be strong individuals who unite together to form a strong organization. Through this process we will accelerate
the Group’s growth with a focus on digitization and globalization. We will also endeavor to enhance our
management systems to ensure appropriate allocation of management resources and stable investment returns.
To remain financially sound, the Group will continue to manage its operations with a focus on ROE, which is
highly correlated with the cost of shareholders’ equity; net debt/equity ratio, which is a measure of financial
stability; and cash flows.
*An acronym for Connected, Autonomous, Shared&Services, Electric
3. Consolidated Financial Summary (1)Japanese Accounting Standards (JGAAP) (Yen in millions unless otherwise stated)
FY 2016
FY2017
FY2018
FY2019
Net Sales 7,919,663 - -
Ordinary income 158,279 - -
Profit(loss) attributable
to owners of the parent
102,597 - -
Earnings per share
attributable to owners of
the parent(yen)
291.56 - -
Total Assets 4,096,843 - -
Total Net assets 1,151,969 - -
(2) International Financial Reporting Standards (IFRS) (Yen in millions unless otherwise stated)
FY 2016
FY2017
FY2018
FY2019
Total Revenue 5,797,362 6,491,035 6,762,702 6,694,071
Profit before income
taxes
140,895 209,749 229,193 224,801
Profit for the year
attributable to
Owners of the parent
107,903 130,228 132,622 135,551
Earnings per share
attributable to owners
of the parent(yen)
306.64 370.08 376.89 385.25
Total Assets 4,212,064 4,310,043 4,441,464 4,545,210
Total equity
attributable to owners
of the
parent
1,050,619 1,174,718 1,195,826 1,196,635
Note: Effective from its FY2017, the Company is preparing its consolidated financial statements in conformity
with International Financial Reporting Standards (IFRS) pursuant to Article 120(1) of the Companies
Act’s Regulations for Corporate Accounting. For reference, financial data for the FY2016 fiscal years are
likewise presented on an IFRS basis.
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4. Major Subsidiaries and Affiliated Companies
(1) Major consolidated subsidiaries
Company Name Capital stock Voting Rights Main Business
Toyota Steel Center Co., Ltd. 1,500 Million
Yen 90.0％ Processing
and warehousing of steel
sheets
Toyotsu Material Incorporated 500 Million Yen 100.0 Sales of nonferrous metal
products, nonferrous
scrap and iron scrap
Toyotsu Tekkou Hanbai
Corporation
310 Million Yen 100.0 Import and export of steel
products and Sales
Eurus Energy Holdings
Corporation
18,199 Million
Yen
60.0 Operation and
management of wind
/solar power generation
projects worldwide
Toyotsu Machinery Corporation 325 Million Yen 100.0 Manufacture, sales, and
maintenance of
mechanical equipment
Toyotsu Energy Corporation 310 Million Yen 100.0 Sales of liquefied
petroleum gas (LPG) and
other substances
NEXTY Electronics Corporation 5,284 Million
Yen
100.0 Marketing and sales of
semiconductors,
integrated circuits,
electronic components,
and computer-related
equipment
Elematec Corporation 2,142 Million
Yen
58.6 Sales, import / export,
and processing of
electrical materials,
electronic components,
optical parts, and
materials
Tomen Devices Corporation 2,054 Million
Yen 50.1 ※ Sales of semiconductors
and electronic
components
Toyotsu Chemiplas Corporation
670 Million Yen 100.0 Domestic sales, import /
export, and third-
company transactions
involving chemicals,
compound resins, and
other items
Toyota Tsusho Foods
Corporation
370 Million Yen 100.0 Export and import of
agricultural and food
products and sales
Toyota Tsusho Insurance Partners
Corporation
10 Million Yen 100.0 Insurance agencies and
insurance services
TT AUTOMOTIVE
STEEL(THAILAND)CO.,LTD.
700,000
Thousand THB 100.0 ※ Processing
and warehousing of steel
sheets
Toyota Tsusho South Pacific
Holdings Pty. Ltd.
74,865 Thousand
AUD
100.0 Holding company
Business Car Co., Ltd. 700,826
Thousand RUB
94.0 Retail of vehicles and
spare parts and after-sales
service
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Toyota Tsusho Petroleum Pte.
Ltd.
2,000
Thousand SGD
100.0 Sales of bunker oil and
petroleum products
CFAO SAS 12,198 Thousand
EUR
100.0 Retail of vehicle and
pharmaceutical
Wholesale
Toyota Tsusho America, Inc. 90,000 Thousand
USD
100.0 Trade business and
wholesale trade
Toyota Tsusho Europe S.A. 19,657 Thousand
EUR
100.0 〃
Toyota Tsusho(Thailand) Co.,
Ltd.
1,920,000
Thousand
THB
100.0 〃
Toyota Tsusho Asia Pacific Pte.
Ltd.
2,000 Thousand
SGD
100.0 〃
PT Toyota Tsusho Indonesia 3,350 Thousand
USD
100.0 〃
Toyota Tsusho(Shanghai) Co.,
Ltd.
33,178 Thousand
RMB 100.0※ 〃
Toyota Tsusho(Guangzhou) Co.,
Ltd.
9,934 Thousand
RMB 100.0※ 〃
Toyota Tsusho(Tianjin) Co., Ltd. 16,557 Thousand
RMB 100.0※ 〃
Note: ※Indicates that the ownership interest includes such ratio of the subsidiaries.
(2) Other material matters Toyota Motor Corporation (capital stock: 635,401 million yen) owns 21.8% of the Company's voting stock.
Toyota Motor Corporation's consolidated subsidiaries own an additional 0.3% of the Company's voting stock.
Sales to Toyota Motor Corporation account for 9.4% of the Company's total net sales.
5. Major Businesses The Toyota Tsusho Group comprises 1,012 subsidiaries and affiliates in addition to the Company, a trading
company. With the Company as its nucleus, the Group engages in in a wide range of domestic and overseas
trading businesses, including Metals; Global Parts & Logistics; Automotive; Machinery, Energy & Projects;
Chemicals & Electronics; Food & Consumer Services. Additionally, the Group also operates a broad range of
businesses that manufacture, assemble and/or sell products, business investments and/or provide services.
The Group's main products and businesses are listed above under.
1. Progress and Achievement in Operation（１）Overview of Operations
6. Office Network of the Toyota Tsusho Corporation Group (1)Toyota Tsusho Corporation
Domestic Head Office 9-8, Meieki 4-chome, Nakamura-ku, Nagoya 450-8575, Japan Tokyo Head Office 3-13, Konan 2-chome, Minato-ku, Tokyo 108-8208, Japan
Branches Osaka, Hamamatsu, Toyota, Hokkaido, Tohoku,
Niigata, Hokuriku, Hiroshima, Kyushu Notes: In addition to above, there are one sub-branch, three offices.
Overseas Branches Manila(Philippines), Baghdad(Iraq)
Representative Office 20 Offices, including Yangon (Myanmar),
Cairo(Egypt)
(2) Consolidated Subsidiaries
Domestic 120 Companies, including Toyota Steel Center Co., Ltd. (Aichi), NEXTY Electronics Corporation (Tokyo), Elematec Corporation (Tokyo), Tomen Devices Corporation (Tokyo)
Overseas 662 Companies, including Toyota Tsusho America, Inc. (U.S.A.), Toyota Tsusho Europe
S.A. (Belgium), Toyota Tsusho (Thailand) Co., Ltd. (Thailand), CFAO SAS(France)
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7. Number of Employees 66,067 (Increase from end of FY 2018 7,502)
Notes: Number of employees is the number of persons in employment (excludes individuals seconded from
the Toyota Tsusho Group to outside the Group, but includes individuals seconded to the Toyota Tsusho
Group from outside the Group.)
8. Major Lenders
Name of lenders Outstanding Loans (Million yen)
MUFG Bank, Ltd. 365,813
Sumitomo Mitsui Banking Corporation 149,672
Mizuho Bank, Ltd. 121,275
ⅡⅡⅡⅡ Status of Company
1. Status of Shares (As of March 31, 2020)
(1)Number of shares authorized for issuance 1,000,000,000 shares
(2)Shares of common stock issued 352,059,595 shares (Except treasury stocks 1,996,921 shares)
(3)Numbers of shareholders 39,018
(4)Principal Shareholders (TOP10)
Name of Shareholders Number of shares
(Thousands shares)
Percentage of
Shareholding(%)
TOYOTA MOTOR CORPORATION 76,368 21.69
TOYOTA INDUSTRIES CORPORATION 39,365 11.18
The Master Trust Bank of Japan, Ltd. (Trust Account) 35,517 10.09
Japan Trustee Services Bank, Ltd. (Trust Account) 15,580 4.43
MUFG Bank, Ltd. 8,098 2.30
Japan Trustee Services Bank ,Ltd. (Trust Account 9) 4,937 1.40
Japan Trustee Services Bank, Ltd. (Trust Account 5) 4,475 1.27
Sumitomo Mitsui Banking Corporation 4,249 1.21
Mitsui Sumitomo Insurance Company, Limited 4,200 1.19
JPMorgan Chase Bank(385151) 3,910 1.11
Note: The percentage of shareholding is computed excluding 1,996,921shares of treasury stock
.
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2. Matters relating to company officers (1) Status of directors and Audit & Supervisory Board members
Name Position in the company
Jun Karube *Chairman of the Board
Ichiro Kashitani *Member of the Board, President & Chief Executive Officer
Minoru Murata *Member of the Board, Executive Vice President, Regional Division CEO,
Chief Technology Officer(CTO)
Hideki Yanase Member of the Board, Executive Vice President, Regional Division CEO
Yasuhiro Nagai Member of the Board, Executive, CCO (Chief Compliance Officer), CAO
(Chief Administrative Officer)
Hiroshi Tominaga Member of the Board, , CSO(Chief Strategy Officer), CIO(Chief Information
Officer), Assistant to CTO
Hideyuki Iwamoto Member of the Board,CFO (Chief Financial Officer)
Yoriko Kawaguchi Member of the Board,
Kumi Fujisawa Member of the Board
Kunihito Koumoto Member of the Board
Didier Leroy Member of the Board
Yasushi Shiozaki Audit & Supervisory Board member (Full-Time)
Kazuo Yuhara Audit & Supervisory Board member (Full-Time)
Shuhei Toyoda Audit & Supervisory Board member
Yuichiro Kuwano Audit & Supervisory Board member
Tsutomu Takahashi Audit & Supervisory Board member
Notes: 1. An asterisk designates a representative director. 2. Members of the board Messrs. Yoriko Kawaguchi, Kumi Fujisawa, Kunihito Koumoto, and Didier Leroy are outside
directors as stipulated in Article 2, Paragraph 15 of the Companies Act. Further, the Company has designated Yoriko Kawaguchi, Kumi Fujisawa, and Kunihito Koumoto as independent officers in accordance with the rules of the Tokyo Stock Exchange.
3. Audit & Supervisory Board member Messrs. Shuhei Toyoda, Yuichiro Kuwano and Tsutomu Takahashi are outside Audit & Supervisory Board member as stipulated in Article 2, Item 16 of the Companies Act. Further, the Company has designated Yuichiro Kuwano and Tsutomu Takahashi as an independent officer in accordance with the rules of the Tokyo Stock Exchange.
4. Audit & Supervisory Board member Yuichiro Kuwano has qualification as Lawyer, and has considerable knowledge of corporate law and compliance.
5. Audit & Supervisory Board member Tsutomu Takahashi has qualifications as a certified public accountant and has considerable knowledge of corporate accounting, corporate audit and compliance.
6. Audit & Supervisory Board member Kazunori Tajima retired from his position as of the closing of the 98th Ordinary
General Meeting of Shareholders held on June 25, 2019.
7. CTO : Chief Technology Officer CCO : Chief Compliance Officer CAO : Chief Administrative Officer
CSO : Chief Strategy Officer CIO : Chief Information Officer CFO : Chief Financial Officer
8. As of April 1, 2020, the positions and responsibilities of directors in the Company have been changed as follows Name Position in the company Field in Charge
Minoru Murata *Member of the Board
Yasuhiro Nagai Member of the Board
COO, Assistant to CEO Machinery, Energy & Project Division COO (Energy &
Project SBU) Machinery, Energy & Project Planning
Department Energy Solutions Department Energy
Infrastructure Project Department Emerging Region
Charge
Hiroshi Tominaga Member of the Board
CSO,CDTO
IT Strategy Department
Hideyuki Iwamoto Member of the Board
CFO
Accounting Department, Business Accounting
Department, Finance Department, Investment and
Credit Department, Enterprise Risk Management
Department
Notes:
1. An asterisk designates a representative director.
2. COO: Chief Operating Officer CDTO: Chief Digital & Technology Officer
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(2) Outline of contracts for limitation of liability
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company and the outside
directors and outside Audit & Supervisory Board members have entered into contracts to limit the liability for
damages under Article 423, Paragraph 1 of said Act. The maximum amount of liability under said contracts is the
amount set forth in Article 425, Paragraph 1 of said Act.
(3)Total amount of remuneration, etc. of directors and Audit & Supervisory Board members Classification Number of personnel Amount of remuneration, etc.
Members of the board(of which, outside
directors)
14persons
(4)
671 million yen
(57)
Audit & Supervisory Board members
(of which, outside Audit & Supervisory
Board members)
6
(4)
126
(43)
Total 20 798
Notes: 1. There are no employees serving concurrently as Directors. 2. The above includes 3 Directors and 1 Audit & Supervisory Board members who retired at the 98th Ordinary General
Meeting of Shareholders held on June 25, 2019. 3. The remuneration limit for Directors was resolved at the 96th Ordinary General Meeting of Shareholders on June 23,
2017 to be 70 million yen a month. 4. The remuneration limit for a member of Audit & Supervisory Board was resolved at the 93rd Ordinary General
Meeting of Shareholders held on June 20, 2014 to be 16 million yen a month. 5. Total remuneration includes director bonuses in the following amount, subject to shareholder approval at the 99th
Ordinary General Meeting of Shareholders on June 23, 2020. 293 million yen to be paid to 7 directors
(4) Matters relating to outside directors and Audit & Supervisory Board member ① Relationship between important entities that outside directors concurrently serve at and the Company ・Member of the board Kumi Fujisawa is Representative Director at Sophia Bank Ltd. , and outside director at The
Shizuoka Bank and at CREEK & RIVER Co., Ltd.. There is a business relationship of borrowing between The
Shizuoka Bank and the Company. There is no special relationship between Sophia Bank Ltd. , CREEK & RIVER
Co., Ltd. and the Company. ・Director Didier Leroy is an Executive Vice President of Toyota Motor Corporation. Toyota Motor Corporation
owns 76,368,000 shares of the Company’s stock, making it a principal shareholder of the Company. Toyota Motor
Corporation engages in transactions, including finished product and raw material purchases and sales, with the
Company. ・Audit & Supervisory Board Member Shuhei Toyoda is Chairman of Toyota Boshoku Corporation. Toyota Boshoku
Corporation owns 114,000 shares of the Company’s stock. Toyota Boshoku Corporation engages in transactions,
including finished product and raw material purchases and sales, with the Company.
・Audit & Supervisory Board member Yuichiro Kuwano is Representative Lawyer at Takagicho Law office, outside
director at Shobunsha Publications, Inc. . There is no special relationship between Takagicho Law Office,
Shobunsha Publications, Inc. and the Company. ・Audit & Supervisory Board member Tsutomu Takahashi is Corporate Auditor at SKY Perfect JSAT Holdings Inc.
There is no special relationship between SKY Perfect JSAT Holdings Inc. and the Company
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② Status of major activities during the fiscal year under review
Classification Name Main activities
Member of the
Board
Yoriko
Kawaguchi
She attended 10out of 13 meetings of the Board of Directors held during the fiscal
year under review, and made positive remarks using her advanced professional
insight on environmental issues and international trends of a political and economic
nature.
Member of the
Board
Kumi
Fujisawa
She attended 13 out of 13 meetings of the Board of Directors held during the fiscal
year under review, and made positive remarks using her wealth of experience and
broad-based knowledge in the fields such as investment, international finance, and
diversity etc.
Member of the
Board
Kunihito
Koumoto
He attended 11 out of 13 meetings of the Board of Directors held during the fiscal
year under review, made positive remarks from a highly advanced academic
standpoint as a researcher.
Member of the
Board
Didier
Leroy
He attended 13 out of 13 meetings of the Board of Directors held during the fiscal
year under review, made positive remarks using his wealth of management
experience and global expertise.
Audit &
Supervisory
Board member
Shuhei
Toyoda
He attended 12 out of 13 meetings of the Board of Directors and 14 out of 14 Audit
& Supervisory Board meetings held during the fiscal year under review, made
positive remarks using his wealth of experience and broad-based knowledge as a
manager.
Audit &
Supervisory
Board member
Yuichiro
Kuwano
He attended 13 out of 13 meetings of the Board of Directors and 14 out of 14 Audit
& Supervisory Board meetings held during the fiscal year under review, and made
appropriate remarks using his expertise and experience as a certified public
accountant and tax accountant.
Audit &
Supervisory
Board member
Tsutomu
Takahashi
He attended 10 out of 10 meetings of the Board of Directors and 10 out of 10 Audit
& Supervisory Board meetings held during the fiscal year under review after his
appointment on June 25,2019, and made appropriate remarks using his expertise
and experience as a certified public accountant
- 15 -
Consolidated Statements of Financial Position (IFRS) (As of March 31, 2020)
[Rounded down to the nearest million yen]
As of March 31, 2020 (Reference)
As of March 31, 2019
Assets
Current assets
Cash and cash equivalents 496,372 465,861
Trade and other receivables 1,252,145 1,397,937
Other financial assets 147,467 60,525
Inventories 783,606 745,157
Other current assets 135,430 133,764
Subtotal 2,815,021 2,803,246
Assets held for sale 3,271 -
Total current assets 2,818,293 2,803,246
Non-current assets
Investments accounted for using the
equity method 265,643 285,074
Other investments 388,342 454,647
Trade and other receivables 33,841 27,264
Other financial assets 31,787 40,796
Property, plant and equipment 780,826 612,587
Intangible assets 161,107 157,278
Investment property 19,202 18,628
Deferred tax assets 19,443 15,973
Other non-current assets 26,720 25,967
Total non-current assets 1,726,917 1,638,217
Total assets 4,545,210 4,441,464
- 16 -
[Rounded down to the nearest million yen]
As of March 31, 2020 (Reference)
As of March 31, 2019
Liabilities and Equity
Liabilities
Current liabilities:
Trade and other payables 1,140,522 1,199,839
Bonds and borrowings 502,985 509,924
Other financial liabilities 42,597 15,679
Income taxes payable 22,764 24,627
Provisions 6,351 6,224
Other current liabilities 163,057 133,762
Total current liabilities 1,878,280 1,890,057
Non-current liabilities:
Bonds and borrowings 1,020,322 993,122
Trade and other payables 87,241 2,302
Other financial liabilities 27,907 20,964
Retirement benefits liabilities 41,970 41,752
Provisions 41,045 26,208
Deferred tax liabilities 47,081 63,661
Other non-current liabilities 28,869 13,779
Total non-current liabilities 1,294,438 1,161,790
Total liabilities 3,172,719 3,051,847
Equity
Share capital 64,936 64,936
Capital surplus 149,807 150,933
Treasury shares (3,735) (3,596)
Other components of equity (39,802) 50,394
Retained earnings 1,025,429 933,159
Total equity attributable to owners of the
parent 1,196,635 1,195,826
Non-controlling interests 175,856 193,789
Total equity 1,372,491 1,389,616
Total liabilities and equity 4,545,210 4,441,464
- 17 -
Consolidated Statements of Profit or Loss (IFRS) (April 1, 2019 – March 31, 2020)
[Rounded down to the nearest million yen]
Year ended
March 31, 2020
(Reference)
Year ended
March 31, 2019
Revenue
Sale of goods 6,578,920 6,668,113
Sales of services and others 115,150 94,588
Total revenue 6,694,071 6,762,702
Cost of sales (6,054,186) (6,124,273)
Gross profit 639,885 638,428
Selling, general and administrative expenses (430,164) (420,657)
Other income (expenses)
Gain (loss) on sale and disposals of non-current
assets, net 1,662 401
Impairment losses on non-current assets (1,478) (4,521)
Other, net 465 1,546
Total other income (expenses) 649 (2,573)
Operating profit 210,370 215,197
Finance income (costs)
Interest income 13,180 10,943
Interest expenses (29,880) (27,033)
Dividend income 18,530 24,024
Other, net 15,089 1,724
Total finance income (costs) 16,920 9,658
Share of profit (loss) of investments accounted for using
the equity method (2,489) 4,336
Profit before income taxes 224,801 229,193
Income tax expense (69,014) (74,440)
Profit for the year 155,786 154,753
Profit for the year attributable to:
Owners of the parent 135,551 132,622
Non-controlling interests 20,234 22,130
- 18 -
Non-consolidated Balance Sheet (As of March 31, 2020)
［Rounded down to the nearest million yen］
As of March
31, 2020
(Reference)
As of March
31, 2019
Assets Millions of yen Millions of yen
Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Merchandise and finished goods
Goods in transit
Prepaid expenses
Account receivable - other
Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
Vehicles
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Software
Software in progress
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Other investments
Investments in capital of subsidiaries and associates
Long-term loans receivable
Prepaid pension cost
Other
Allowance for doubtful accounts
1,136,881
283,452
45,896
470,891
128,847
25,376
4,173
43,432
103,781
46,245
(15,214)
1,040,076
37,495
16,556
556
195
247
2,083
17,173
119
562
21,150
17,539
3,393
217
981,431
199,766
681,664
17,239
39,916
7,636
11,597
30,536
(6,926)
1,113,024
204,109
58,825
525,801
138,827
27,570
4,760
40,927
106,018
26,145
(19,962)
1,073,959
37,814
17,539
617
184
229
1,931
16,832
209
269
20,012
6,762
13,145
104
1,016,131
237,326
684,023
14,888
39,343
3,099
12,590
30,185
(5,326)
Total assets 2,176,958 2,186,983
- 19 -
As of March
31, 2020
(Reference)
As of March
31, 2019
Liabilities Millions of yen Millions of yen
Current liabilities 789,262 840,172
Notes payable-trade 73,405 97,688
Accounts payable-trade 296,770 337,503
Short-term loans payable 155,977 119,914
Commercial papers 20,000 85,000
Current portion of bonds 10,000 -
Lease obligations 72 129
Accounts payable-other 80,962 76,146
Accrued expenses 11,235 11,816
Advances received 19,990 12,456
Deposits received 93,461 90,813
Unearned revenue 122 189
Reserve for directors’ bonuses 293 333
Business withdrawal loss reserves - 52
Other 26,970 8,128
Non-current liabilities 778,000 787,356
Bonds payable 278,680 235,298
Long-term loans payable 453,841 501,890
Lease obligations 59 96
Deferred tax liabilities 14,522 18,436
Provision of retirement benefits 13,394 13,200
Provision for loss on guarantees 2,409 3,750
Provision for loss on allowance for liquidation of
affiliated companies 47 -
Provision for contract loss 135 250
Provision for loss on litigation 210 210
Other 14,700 14,224
Total liabilities 1,567,263 1,627,529
Net assets
Shareholders’ equity 519,130 448,509
Capital stock 64,936 64,936
Capital surplus 155,061 155,060
Legal capital surplus 154,367 154,367
Other capital surplus 693 692
Retained earnings 302,638 231,879
Legal retained earnings 6,699 6,699
Other retained earnings 295,938 225,179
General reserve 100,000 100,000
Retained earnings brought forward 195,938 125,179
Treasury shares (3,504) (3,366)
Valuation and translation adjustments 90,564 110,944
Valuation difference on available-for-sale securities 90,431 114,438
Deferred gains or losses on hedges 132 (3,494)
Total net assets 609,695 559,453
Total liabilities and net assets 2,176,958 2,186,983
- 20 -
Non-consolidated Statement of Income (April 1, 2019 - March 31, 2020)
［Rounded down to the nearest million yen］
Year ended March 31, 2020 (Reference)
Year ended March 31, 2019
Millions of yen Millions of yen
Net sales 2,939,577 3,535,670
Cost of sales 2,856,690 3,456,941
Gross profit 82,887 78,729
Selling, general and administrative expenses 86,222 86,716
(Operating loss) (3,335) (7,986)
Other income 134,766 111,526
Interest income 5,120 3,547
Dividend income 127,747 106,140
Other income 1,898 1,838
Other expenses 14,665 17,304
Interest expense 9,700 8,337
Foreign exchange loss 3,398 5,394
Other expenses 1,566 3,572
Ordinary income 116,764 86,235
Extraordinary income 16,353 4,973
Gain on sales of non-current assets 59 54
Gain on sales of investment securities and
investments in capital 515 691
Gain on sales of shares of subsidiaries and
associates and investments in capital of
subsidiaries and associates
1,670 519
Gain on liquidation of subsidiaries and
associates 8,630 560
Gain on reversal of allowance for doubtful
accounts 4,043 2,958
Gain on reversal of provision for loss on loan
guarantees 1,340 -
Gain on reversal of provision for loss on
business withdrawal 55 -
Gain on reversal of provision for loss on contract 37 188
Extraordinary losses 14,939 34,792
Loss on disposal of non-current assets 27 84
- 21 -
Impairment loss 417 -
Loss on sales of investment securities and
investments in capital 112 29
Loss on valuation of investment securities and
investments in capital 4,868 7,390
Loss on sales of shares of subsidiaries and
associates and investments in capital of subsidiaries
and associates
121 418
Loss on valuation of shares of subsidiaries and
associates and investments in capital of subsidiaries
and associates
9,304 26,114
Loss on valuation of membership 6 0
Loss on liquidation of subsidiaries and affiliates 31 -
Loss on provision for guarantee - 755
Gain on reversal of provision for loss on business
withdrawal Provision for loss on contracts 47 -
Profit (loss) before income taxes 118,179 56,415
Income taxes - current 2,571 (5,600)
Income taxes - deferred 5,835 3,331
Profit (loss) 109,772 58,684
- 22 -
Independent Auditor’s Report
(English Translation*)
May 25, 2020
To the Board of Directors of
Toyota Tsusho Corporation.
PricewaterhouseCoopers Aarata LLC
Tsuyoshi Saito, CPA
Designated and Engagement Partner
Masahisa Kinoshita, CPA
Designated and Engagement Partner
Shubun Ogasawara, CPA
Designated and Engagement Partner
We have audited, pursuant to Article 444 (4) of the Companies Act of Japan, the consolidated financial statements,
which consist of the consolidated statement of financial position, consolidated profit and loss statement, consolidated
statement of change in equity and consolidated notes to the financial statements of Toyota Tsusho Corporation
(hereinafter referred to as the "Company") for the consolidated fiscal year from April 1, 2019 to March 31, 2020.
In our opinion, the consolidated financial statements referred to above, prepared with partial omission of the
disclosures required under International Financial Reporting Standards pursuant to the provisions of the second
sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting, present fairly, in all material
respects, the financial position and the results of operations of the Company and its consolidated subsidiaries for the
period for which the consolidated financial statements were prepared.
Basis for Auditor’s Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility as an
auditor is set out under “Auditor’s Responsibility in Auditing Consolidated Financial Statements”. In accordance
with Japanese regulations on professional ethics, we are independent of the company and its consolidated subsidiaries,
and fulfill our obligations as independent auditors. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Responsibility of Management, Corporate Auditors, and the Audit and Supervisory Board in relation to the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements
pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company
Accounting, which allows companies to prepare consolidated financial statements with partial omission of the
disclosures required under International Financial Reporting Standards. This includes the provision and
- 23 -
implementation of such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Management is responsible for deciding whether it is appropriate to prepare consolidated financial statements with
the premise of a going concern and to disclose matters relating to the ability to continue as a going concern, if required,
pursuant to the second sentence of the first paragraph of Article 120 of the Ordinance of Company Accounting that
prescribes some omissions of disclosure items under International Financial Reporting Standards.
The responsibility of Corporate Auditors and the Audit and Supervisory Board is to oversee directors’
execution of duties in preparing and operating financial reporting processes.
Auditor’s Responsibility in Auditing Consolidated Financial Statements
The Auditor’s responsibility is to express an opinion from an independent perspective on the consolidated financial
statements based on our audit. As Auditor we are required to perform the audit to obtain reasonable assurance that
the consolidated financial statements are free from material misstatement. Misstatements may occur due to fraud or
error. Misstatements are determined to be material if, singly or collectively, they are reasonably expected to affect
the decision-making of users of the consolidated financial statements.
In Japan, audits are performed in accordance with auditing standards generally accepted in Japan. In the process of
performing such audits, the Auditor makes professional judgments and performs the following while maintaining an
attitude of professional skepticism. ・Identify and assess risks of material misstatement. Also, design and implement audit procedures
in response to risks of material misstatement. The selection and application of audit procedures
will be at the Auditor’s discretion. The Auditor must also obtain sufficient and appropriate audit
evidence as a basis for expressing an opinion. ・While the objective of the consolidated financial statement audit is not to express an opinion on the
effectiveness of the Company’s internal control, when performing risk assessment, the Auditor must
consider audit-related internal control to design audit procedures that are appropriate to the
circumstances. ・Assess the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as the validity of the footnotes of the consolidated financial
statements. ・Arrive at a conclusion regarding the appropriateness of management preparing consolidated
financial statements with a going concern premise, and whether, based on obtained audit evidence, there are any
matters or circumstances that may cast substantial doubt on the going concern premise or indicate that material
uncertainty exists. If material uncertainty regarding the going concern premise is found to exist, the Auditor is
required to draw attention to it in the footnotes of the consolidated financial statements. If a footnote entry on
material uncertainty regarding the going concern premise in the consolidated financial statements is not appropriate,
the Auditor is required to express a qualified opinion on the consolidated financial statements. The Auditor’s
- 24 -
conclusions are based on audit evidence obtained on or before the Audit Report date, but the risk remains that the
company is unable to survive as a going concern due to matters or circumstances in the future. ・The Auditor must evaluate whether the representations and footnotes in the consolidated financial
statements are in accordance with the second sentence of the first paragraph of Article 120 of the
Ordinance of Company Accounting that prescribes some omissions of disclosure items required under International
Financial Reporting Standards, and whether the representations, composition, and content of the consolidated
financial statements (including related footnotes) and the consolidated financial statements themselves present
fairly the transactions and accounting matters on which they are based. ・The Auditor must obtain sufficient and appropriate audit evidence relating to the financial
information of the Company and its consolidated subsidiaries necessary to express an opinion on the consolidated
financial statements. The Auditor is responsible for instructions for, and supervision and implementation of, the
auditing of consolidated financial statements. The Auditor is solely responsible for its audit opinion.
The Auditor must report to Corporate Auditors and the Audit and Supervisory Board the scope and schedule of the
planned audit, material findings of the audit (including material internal control irregularities detected during the
audit), and any other matters required in accordance with auditing standards.
The Auditor must report to Corporate Auditors and the Audit and Supervisory Board that it has complied with
Japanese regulations on professional ethics regarding independence, any matters that may reasonably be considered
to affect the independence of the Auditor, and safeguards (if any) to remove or mitigate any obstacles to independence.
Conflicts of Interest
Neither the Auditor nor its engagement partners have any interest in the Company or its consolidated subsidiaries
that should be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.
* The original audit report is in Japanese. This English translation is for readers' convenience and reading this
translation is not a substitute for reading the original audit report in Japanese.
- 25 -
Auditing Report of Audit & Supervisory Board
Auditing Report
The Audit & Supervisory Board have prepared this audit report after deliberations, and report as follows regarding
the performance of duties of the Directors of Toyota Tsusho Corporation in the 99th fiscal year, from April 1, 2019
to March 31, 2020, based on the auditing report created by each Audit & Supervisory Board member.
1. Method and contents of the audit by the Audit & Supervisory Board member and Audit & Supervisory Board
The Audit & Supervisory Board has stipulated this period’s audit policy and audit plan and received reports from
each members of the Audit & Supervisory Board on the status and results of the audit. In addition, the Audit &
Supervisory Board has received reports from the Directors and Independent Auditor on the performance of their
duties and sought explanations as necessary.
Each Audit & Supervisory Board member has acted in accordance with the standards of the audit stipulated by
the Audit & Supervisory Board, and in accordance with the policies and audit plan for the audit of this period has
communicated with the Directors, the Internal Audit division and other employees, etc. and made efforts to collect
information and improve the audit environment. At the same time, they have attended the Board of Directors
meetings and other important meetings, received reports from the Directors and employees, etc. on the performance
of their duties, sought explanations as necessary, inspected important decision documents, etc. and examined the
status of operations and assets at the Head Office and principal places of business. In addition, for the subsidiaries,
each Audit & Supervisory Board member has communicated and exchanged information with the subsidiaries’
directors and corporate auditors, etc. and received business reports from subsidiaries as necessary. We have
monitored and verified the situation regarding a system to ensure that Directors comply with laws and regulations
and the Articles of Incorporation during the performance of their duties, and examined things that are needed in
order to ensure the appropriateness of business of a corporate group consisting of corporations and subsidiaries, as
stipulated in Item 1 and 3 of Article 100 of the Order for Enforcement of the Companies Act, while examining the
contents of the resolution of the Board of Directors concerning the development of the system and maintenance of
the system (internal control system) on the basis of the resolution.
In addition, we have carried out monitoring and verification to examine whether the Independent Auditor
maintained their independent position and implemented appropriate audits, and received reports on the
performance of their duties from the Independent Auditor, and sought explanations as necessary. Furthermore, we
have received a notice from the Independent Auditor saying that systems for ensuring the appropriate performance
of duties by the Independent Auditor (listed in each item of Article 131 of the Corporate Accounting Rules) have
been developed in accordance with the quality control standards concerning audit, and we sought explanations as
necessary.
Based on the above methods, we examined the business reports, supplementary statements, and financial
statements (balance sheet, income statement, statement of changes in net assets, and notes to individual financial
statements) and their supplementary statements, along with consolidated financial statements (consolidated
- 26 -
statement of financial position, consolidated profit and loss statement, consolidated statement of change in equity,
and consolidated notes to the financial statements) for the fiscal year under review.
2. Result of audit
(1) Result of audit on the business report, etc.
i) The business report and its supplementary statements present fairly the status of the Company in conformity
with the relevant laws and regulations or the Articles of Incorporation.
ii) We have found no serious violation of any applicable laws and regulations or the Articles of Incorporation
regarding the performance of duties by Directors.
iii) The resolution of the Board of Directors regarding the internal control system is fair and reasonable. In
addition, there are no matters to be pointed out with respect to the performance of duties by the Directors
regarding the internal control system.
(2) Result of audit on the financial statements and the supplementary statements
The methods and results of Independent Auditor PricewaterhouseCoopers Aarata LLC are fair and reasonable.
(3) Results of audit on the consolidated financial statements
The methods and results of Independent Auditor PricewaterhouseCoopers Aarata LLC are fair and reasonable.
May 26, 2020
Toyota Tsusho Corporation Audit & Supervisory Board
Full-time Audit & Supervisory Board member
Yasushi Shiozaki (seal)
Full-time Audit & Supervisory Board member
Kazuo Yuhara (seal)
Outside Audit & Supervisory Board member
Shuhei Toyoda (seal)
Outside Audit & Supervisory Board member
Yuichiro Kuwano (seal)
Outside Audit & Supervisory Board member
Tsutomu Takahashi (seal)