Investors’ Guide 2020

Outline of U.S.M. Holdings

Network

Striving to be No.1 in the region,
we develop store formats aimed atincreasing customer satisfaction.

Enhancing integration of three companies and continuously responding
to customer needs in local communities

The Maruetsu, Inc.
Maruetsu brand development

Number of stores (graph)
Maruetsu

494
39

The three formats are: “Maruetsu,” an enjoyable place to shop daily for
fresh food and other groceries; “Maruetsu Petit,” an urban-format supermarket tailored to city residents; and “Lincos,” a supermarket offering highquality merchandise and service (includes two stores in China).

Kasumi(stores)

MaxValu Kanto

511

516

519

34

34

33

32

179

185

188

188

503

Tochigi
Prefecture
8 stores

Gunma
Prefecture
6 stores

6

7

13

3
33

170

SaitamaPrefecture 55
91 stores

146

Tokyo
161 stores

Kasumi Co., Ltd.
Kasumi brand development
285

290

292

295

299

2

Kanagawa
Prefecture 46
Maruetsu 48 stores

1
2

104
1

IbarakiPrefecture
105 stores

14
Chiba 36
Prefecture
100 stores

50

Kasumi

The three supermarket formats are the flagship “Food Square” brandmarketing new delights for mealtimes, the standard “Food Market” brandsupplying groceries to suit local tastes and customs, and a discountformat offering everyday low prices under the “Food Off Stocker” brand.

MaxValu Kanto Co., Ltd.
MaxValu Kanto brand development

Stores trading under the “MaxValu” format aim to maximize value for customers shopping for daily groceries in terms of quality, price, range andservice, while the “MaxValu Express” format offers convenience, competitive prices and surprising variety that changes daily for those shopping foreveryday necessities.

Feb. 2017

Feb. 2018

Feb. 2019Feb. 2020

MaxValu Kanto* The two Maruetsu stores in China are not included.

(As of February 29, 2020)

Targeting new supermarket store formats deeply connected with local communities
The U.S.M. Holdings Group develops business mainlyin the Tokyo metropolitan area and the adjacent prefectures. In this region, a rich and promising retail market iscontinuously advancing and creating customer needs
every day, while at the same time competition is increasingly intensifying across different business formats, escalated beyond conventional supermarket store formats.
We have an overwhelming share of this affluent regional

market and operate 519 supermarkets in the region.
We push through reforms to adapt to customers’ lifestyle changes as well as environmental changes suchas digitalization. While providing our customers withnew values such as new customer experience throughdigitalization or unprecedented experience, we aretargeting new supermarket store formats deeply connected with local communities.

Main new stores and refurbished stores

Business Philosophy of U.S.M.Holdings

1Feb. 2016

Our core philosophy

Business Vision

We
Offer customers healthy, valuable choices
in food
Cultivate deep relationships to build prosperous local communities
Constantly pursue innovation and movewith the times

In our business, we aim toOffer products and services tailored to various lifestylechoices that give customers access to a range of healthy,
valuable foods
Create a corporate culture that supports employee self-fulfillment by providing skills training and encouraging people
to achieve their potential
Continually develop and grow over time while seeking tomaximize enterprise value
Create new value based on fair dealings with our business
partners for customer benefit
Welcome new companies into the group to help us meet theneeds of local communities and engage in fair, transparent
corporate governance while respecting the management ofeach member company of U.S.M. Holdings.

Maruetsu
Edogawabashi Store

Food Square Kasumi
Shintone Store

MaxValu
Noda Nanakodai Store(Opened in June 2019)(Opened in February 2020)(Refurbished and opened in September 2019)

Location: Shinjuku- ku, Tokyo
Sales floor area: 370 tsubo

Location: Inashiki-city, Ibaraki Prefecture
Sales floor area: 564 tsubo

Location: Noda-city, Chiba Prefecture
Sales floor area: 870 tsubo

Striving to create a store most beloved by the local community, proposing a rich and enjoyable foodlifestyle which supports the lifelineof everyone in the community

Aiming to create a store that values
close relationships with custome r s b y o ff e r i ng a v a r i e t y o f f re sh
produce choices and delicious deliproducts

Providing a variety of product lineups
including Handmade Fresh Salad prepared on-site, market-fresh sushi withselected raw fish, and delicatessen
using seasonal fresh ingredients2

Message from the Management

plan, it has become evident that we could no longer foresee a future growth strategy only throughimprovement or correction of existing businessmodels. Therefore, in the second medium-termbusiness plan, it is necessary to rebuild everything

We will become an essential part of the local
community to "satisfy every need for food foreveryone", by promoting structural reform
based on digitalization and repeating
cooperation and emergence.

from the ground up, including value proposition to
our customers and cost structure, and fundamentally transform our business model into the onethat can make us grow again as a supermarket. In
order to return to the growth trend again, we will
push through three reforms: “cost reform”, “format
reform”, and “work style reform”, as well as “digital

Motohiro Fujita
President andRepresentative Director

Creating a synergistic effect through ashift from harmonization to integration of
three operating companies in an
intensely competitive environment
United Super Markets Holdings Inc. (U.S.M. Holdings) was established in March 2015 as a joint holding company for The Maruetsu, Inc., Kasumi Co.,
Ltd., and MaxValu Kanto Co., Ltd. We have promoted various reforms under basic policies of“Maximization of synergy through sharing business
infrastructure” and “Establishment of a new supermarket model adapted to consumer changes.”
Under the first medium-term business plan
launched in fiscal 2017, aiming for the integrationof three companies, we have worked towards continuous growth and the creation of a synergistic effect by the holding company structure.
As for the fiscal year under review, we were in avery severe business environment. In addition tomultiple changes such as natural disasters, unsea-

not been able to explore on a stand-alone basis.
We also expanded the product lineup of “eatime”,
our private-label merchandise, to a total of 91 items,
worked on initiatives such as system renewals forcashless payments, and the implementation of asmartphone payment system at stores using ourown official mobile app.
On the other hand, the surrounding environment
including customers’ lifestyle and digitalization haschanged faster than expected, which lead to thebeginning of slowdown in continuous growth of operating companies. As selling, general and administrative expenses consisting mostly of labor costs
increased, it has come to the point where the lowcost operation strategy alone could no longer fightoff the pressure of rising cost. Furthermore, as thetransformation and diversification of food purchasechannels for consumers has become a reality,
which has consequently revealed various issues of
conventional supermarket store formats.

source allocation of human resources and cash. We
believe the most significant issue is the strategic allocation of human resources. We will promote thework style reform that can create added value forour customers by reexamining concepts and structures of our operations. Specifically, works that give
added value directly to our customers shall be positioned as a direct cost, and other costs such as
corporate expenses and indirect expenses for instore operations shall be drastically trimmed down.
We will restructure the decision-making system
for strategic investment, to drive forward an investment shift from development of new stores to revitalization of existing stores, profitability
improvements, and reinforcement of investment ininnovation areas such as an investment in digitaldevelopment.

ing in food now. After extensive consideration anddiscussions, we have reached four value propositions of unprecedented experience that we should
aim for: (i) True Freshness, (ii) Serendipity, (iii) Enrich,and (iv) “New Home.”
Although these are what we have already been
pursuing, it has become difficult to achieve themwith our existing approach in the changing environment. To this end, we will need a new way of thinking for open innovation such as collaboration
beyond corporate boundaries, or a change in investment allocation.
At the same time, we will also work on the digital reform to establish the foundation of structuralreforms, including a full automation of routine
works, implementation of self-checkout systems,
and development of online home delivery.

Project-based simple and flat
implementation structure
To become an essential part of the local
community
These four reforms are related to various businessprocesses and difficult to implement swiftly underthe existing organizational structure, and therefore it
is required to structurally change into a simple andflat organization without hierarchy. We will carry forward the reforms on a project basis in which theCreating a new format that can provide
four values amid changes in customers’
lifestyles and expectations for foodCustomers' lifestyles are changing due to the progression of digitalization in addition to environmental

sonable weather, declining consumer sentiments
due to the consumption tax increase, and social

3

reform” which underlies all the other three reforms.
The theme of the cost reform is a strategic re-

Returning to our customer-centric principle advocated in our corporate philosophy once again, we
have set the central theme of the format reform to
be a pure pursuit of values our customers are seek-

unrest and a stagnant economy due to the novel
coronavirus, we faced intensified competition
across different business formats. Under such circumstance, the synergy by the holding company
structure was able to generate expected results byAddressing recognized issues by pushing
through four reforms set forth in thesecond medium-term business plan torealize the structural reform across theentire business

utilizing the economies of scale of three companies

Summarizing the issues emerged through the im-

expectation for food is changing not only to meet asimple physiological need for calorie consumption
but also to spontaneously satisfy their emotional
needs such as well-being. We also must change

and venturing into fields where each company had

plementation of the first medium-term businesssignificantly to adapt to this change.

changes such as population decline and intensifiedcompetition. In the 100-year life society, customers'

holding company and operating companies work as
one, and generate results by open discussions andspeedy actions.
It is our basic policy that ‘promoting structural reform based on digitalization, we repeat collaborationand emergence to "satisfy every need for food foreveryone" that is laying the foundation for the next
generation’, we will evolve into an essential part ofthe local community.
We request your continued support of the U.S.M.
Holdings Group.

4Medium-term Business Plan

The second medium-term business plan (March 2020 - February 2023)

Transform into a corporate group with high growth potentialthat can meet the ever-changing needs in food
The U.S.M. Holdings Groupannounced the second medium-term business plan which
extends until the fiscal year
ending February 28, 2023.
In the light of issues emergedin the past three years of working on various initiative in thefirst medium-term businessplan, we will speedily executetransformational reforms leading to solid future growth.

Basic policy

Promoting structural reform based on digitalization, we repeat collaborationand emergence to "satisfy every need for food for everyone" that is laying thefoundation for the next generation.
Structural reform

Satisfy every need for food for everyone

Open relationship

Cost reform

Cooperation

Format reform

Customer
Job・Well-being
Happiness

Work style reform

Environment
Sustainable

Emergence

Digital reform/New digital foundation
Open organizational culture/Strategy-oriented leadership

Promoting structural reform based on digitalization, we repeat collaboration and emergence to "satisfy every need forfood for everyone" that is laying the foundation for the next generation.

Numerical target plan for fiscal 2022

Operating revenue

Operating income

739 billion yen
Operating revenue(Millions of yen)

Operating income margin

13 billion yen

1.8 %Operating income

830,000
691,660

702,000

739,000

722,000

Four pillars of reform1

2

Cost reform

Format reform

Reform the correlation between investment and return and cost structure
to find a new growth model and establish a solid foundation of revenue

Reform the existing formats and business model structures
to capture changes in customers

Details of reform initiatives

Details of reform initiatives

Review direct to indirect allocation ratio (allocate human resources fromheadquarters to stores, consolidate administrative functions into the holding company)
Shift focus on customer contact point from operations (work style reform)
Reform check-out systems
Retool in-store routine works utilizing digitalization
Review investment allocation to reform and innovation areas (invest in
remodeling and revitalization, reinforce investment in new digitalization
development)

Transform into a new format to become people’s destination throughour four values based on know-our-customer and co-creation

3

4

Work style reform

Digital reform

Reform conventional workflow and operational system structures to adapt to changes in workers and work styles

Reform and renew the supermarket core system to adapt
to new work styles and create new customer experiences
through digitalization

Details of reform initiatives

Details of reform initiatives

Four values: True Freshness, Serendipity, Enrich, and“New Home”
Create new customer experiences through digitalization
Establish a digital channel model (online smart
supermarket, online home delivery, mobile payment,etc.)

Workplace:
Focus on stores, reduce headquarters function with a selected few

The supermarket core system for new work styles:
Routine works to be digitized, automated, standardized and integrated

Work type:Streamline routine works and concentrate more on customer contact points

Creation of new customer experiences through digitalization:
Smart POS and online smart supermarket

20,000Strengthening the structure to implement reforms
13,000
9,357
Fiscal 2019

Cost reform
Effects fromreforms

Digital reform
Format reform

5

10,000Fiscal 2020

+1,200The holding company to decide investment strategy as the key for growth strategy
Optimize investment overlooking across the entire business of the Group
Restructure into a simple and flat organization for speedy decision-making

10,600Fiscal 2021

+1,600+1,400Fiscal 2022

+800

Fiscal 2025
(Millions of yen)

We will execute these reforms steadily going forward to obtain more customers, and evolve
into an essential part of the local community to satisfy every need for food for everyone
6Business Efforts
Proposing new supermarket store formats

Digital reform advancing at U.S.M. Holdings

The Maruetsu, Inc.

Kasumi Co., Ltd.

Striving to improve satisfaction of both customers and employees
through digitalization
U.S.M. Holdings has launched various business reforms through digitalreform. Supermarkets, as with other industries, are facing a shortage inhuman resources because of the declining birthrate and aging population. Cashless payment and self-checkout systems through digitalizationof operations can not only improve customers’ convenience but also reduce the employees’ burden through work- and labor-saving operations.
The employees can spend more time than before with customers to offer
value-added services, which leads to customer satisfaction improvement
only possible at actual stores.
Together with our employees, we will create new supermarkets where
customers can enjoy shopping comfortably, through various initiatives
such as offering information using digital signage, enhancing data marketing, and digitalization of routine operations.

Overview of financial closing by operating company on a non-consolidated basis(Fiscal year ended February 29, 2020)

Operating revenue

375,972 million yen(100.3% year-on-year )Operating income

5,320 million yen(92.5% year-on-year )Cashless payment made possible by U.S.M.H official mobile app “Scan & Go”
Promoting digitalization, we are ex-

We had a test-run of this system

panding the number of stores with

first to employees at Kasumi Tsukuba

check-out systems using the U.S.M.H

University Store. After verifying andofficial mobile app with which custom-

improving the system’s usability anders can add products to cart and pay

functions, it was introduced to cus-with their smartphones. Using this app,tomers on October 21, 2019.

customers can enjoy a smooth shop-

Going forward, we will roll out theping experience without lining up at theapplication environment of this system

cashier as they can register and pay

to each Kasumi store in order, and arefor products using their smartphones.

planning to expand it to each Group

company of U.S.M. Holdings this fis-

Please scan here
for more details.

6,361million yen(110.1% year-on-year )Net income

Kasumi Tsukuba University Store, the first store with cashless payment

Scan the barcodeof items you wantto buy with yoursmartphone!

When you finish
shopping,
tap “Buy Now”!

Pay
and shopping isdone!!

building in March 2020. The store alsofunctions as a pick-up point for purchases from “VEGI-BUS (Ibaraki),” thenew initiative under the comprehensive partnership agreement between
Kasumi and Ibaraki Prefecture.
Going forward, we will work on
expanding the number of unstaffed
stores located in small office spaces.

Operating revenue

268,146 million yen(98.7% year-on-year )Operating income

3,903 million yen(65.1% year-on-year )Ordinary income

4,202 million yen(66.0% year-on-year )Net income

2,365 million yen

Office Smart Shop: Pursuing possibilities of a new store format with an unstaffed store“KASUMI LABO,” opened on the firstfloor of Kasumi head office on October
21, 2019, is an experimental unstaffed
store utilizing a mobile app, in which
we have been operating to analyze
usage trends from various aspects.
Based on its accumulated know-how,
we opened an Office Smart Shop in
the Ibaraki prefectural government

Ordinary income

cal year.

From yourvisit until
payment
Scan
the QR codeat the entrance
and check in!

MaxValue Kanto Co., Ltd.

Operating revenue

43,835 million yen(100.1% year-on-year )Operating income

328 million yen(158.3% year-on-year )Ordinary income

311million yen(151.1% year-on-year )Net income

912 million yen

206 million yen(89.2% year-on-year )(25.9% year-on-year )(204.6% year-on-year )Maruetsu promoted three initiatives with abasic theme of “innovation and challenge.”
To achieve the expansion of “concentrated
occupation rate in a small business area,”
Maruetsu undertook improvement of customer services and cleanliness as wellas the realization of affordable prices. In
September 2 0 1 9, MARUETSU credit cardwith WAON was introduced in the effort toimprove customer convenience by promoting new membership and its usage. As forthe improvement of on-site capability atstores, an electronic shelf label system was
employed at all Maruetsu Petit stores, andexpanded the introduction of labor-efficient
display shelves and more. To reinforce thedelicatessen department, Maruetsu implemented new product development of deli
items, renewal of long-sellers and pricerevisions, while also expanding a fresh fooddelicatessen featuring seasonal fresh meatand fish to 57 stores in total.

Striving to become the best local supermarket store connected deeply with thelocal community, Kasumi implemented
several measures to offer products andservices matching needs of the local community. In response to the rise in austerity
among households due to the consumption
tax hike, Kasumi expanded the promotion
under the campaign named “Save Your
Wallet,” slashing the price of best-sellers tomore affordable price to support household
economy. In addition, more measures were
implemented to take advantage of KASUMI
credit card with WAON and KASUMI-WAON
e-money card. Furthermore, to create a better workplace where employees can work
comfortably with motivations, the companyled nursery school Kasumi Iine-no-Mori
Nursery School was opened in July, and in
September, the retirement at the age of 65
years old was introduced.

Inspired by its vision of creating the“pleasure of shopping” and with an aim
to establish a new store model and shift
to an organization that can accelerate
investments for growth, MaxValu Kanto
implemented the following measures:(i) large-scale revitalization anticipating new stores opening, (ii) realizationof “MaxValu is a great value!” throughreinforcement of pricing strategies,(iii) creation of attractive product lineup to entice customers, (iv) operation
reforms to pursue efficiency, and (v)reforms to become a company where
all the employees can work and growenergetically. Reforms will continue tobe carried out by adapting swiftly toenvironmental changes and regularly
reviewing the stores and products fromthe customers’ perspective, so that
customers can enjoy a more comfortable shopping experience.

“KASUMI LABO” on the first floor of Kasumi head office7

8

Private-label Merchandise

CSR Activities

U.S.M. Holdings’ Basic Policy on the Environment

Encounter with carefully
selected excellent “eatime”
products makes every-day
dining a more enjoyable
experience

The United Super Markets Holdings

1. We actively work to conserve resources and energy through our business activities.

Group recognizes that environmental

2. We work to develop and popularize environmentally friendly products and materials.

problems constitute a critical global

3. We promote waste reduction and The Three R’s: reuse, reduce and recycling.

issue and makes concerted efforts to

4. We contribute to local environmental protection activities and strive for harmony withprotect the global environment, help-

local communities.

ing to build a sustainable recycling

5. We familiarize employees with this policy, nurture a spirit of environmental protectionsociety through sound business activi-

in each individual, and engage in group-wide activities that involve all employees.

ties that foster social and economic

6. We announce this environmental policy to our employees and the public and strive todevelopment and harmonious coexis-

provide information on our activities proactively.

tence with local communities.

Environmental
impact reduction andCO2 reduction

The Group’s private-label merchandise “eatime” has been available at all Maruetsu,
Kasumi, and MaxValu Kanto stores since October 2017. Based on the concept of proposing new values to customers, “eatime” is the original products that the three supermarket
companies in pursuit of deliciousness, with a focus on food cultures ofvarious regions and specialties rooted in regions.
We will enhance the product lineup and develop it further.

The U.S.M. Holdings Group engages in CSR activities from three perspectives: “Environmental Impact
Reduction and CO2 Reduction,” “Safety and Security,” and “Contributions to Society.” We contribute to local
communities and our stakeholders through our CSR activities.

Main initiatives in fiscal 2019 (March 2019 - February 2020)

NEW Now Available in eatime

Mores
Deliciou

U.S.M. Holdings engages in CSR activities from three perspectives.

May 2019

August 2019

October 2019

February 2020

●Held the Kasumi●Rikuzentakata Tanabata Festival●Engaged in a carbon offset●Tsuku Para 2020:●Donations to eel resource●Maruetsu forest conservation●●●Sale of 24-Hour Television●New recruit training, engaged

center tours

Empathy Creation
Forest tree-planting
festival

Experiential Learning

conservation activities●No free plastic bags

Margherita Pizza with Water
Buffalo Mozzarella andTomatoes

Quattro Formaggi Pizza
with Honey

The size and toppings are upgraded to satisfy moreauthentic pizza taste with a new package.

Moret
Convenien

No.007
Premium Extra Virgin
Olive Oil for Finishing

The premium ingredients, production methods and deliciousness
are all still there but inthe renewed bottle foreasier use.

at all stores except
small storesNo.093No.089

Aromatic Focaccia with
Olive OilRich and Aromatic Premium
White Bread●Winning of the Carbon

volunteer program

Offset Gran Prix

in Arakawa River Clean-Aid

2020

March

April

May

June

No.081Demi-glace
Sauce for All
RecipesWhite Sauce
for All
Recipes

Ingredients (Serves two)

Directions

Salmon fillets …………………………… 2 pieces
Sake, flour, salad oil, and butter …… as needed
Onion (sliced) ………………………………… 1/2(1) Cut a salmon fillet into three pieces. Sprinkle sake, rest
for about five minutes, and remove excess moisture usinga paper towel. Coat the salmon pieces thinly with flour.
(2) Heat a frying pan and add salad oil. Place (1) on the
pan and sear both sides of the salmon. Once it’scooked, remove from the pan.
(3) Melt butter in a saucepan over a low heat and sauté
the onion. When the onion becomes transparent, add[A] and stir-fry them together. Add [B] and simmer.
Adjust the flavor with salt and pepper.
(4) Coat the inside of a heat-resistant casserole dish thinlywith olive oil. Place (2) and broccoli in the dish andpour (3) over it. Sprinkle on some cheese for pizza andplace the dish in an oven toaster. Bake until the top
turns golden brown.

[B] eatime No.081 White sauce ……1 can (290g)
Milk …………………………………… 100ml
Broccoli florets(cut in pieces and blanched) ………several
Salt, pepper, olive oil,and cheese for pizza …………… to taste

AugustSeptember

OctoberNovember

DecemberJanuary

February

July 2019

November 2019

●Support for the Kasumigaura Marathon,●Dispatched delegates of the Natures Kids

●Reconstruction assistance calendar “Ashita (Tomorrow) 2020”●New recruit training, engaged

July/November 2019

●Set up aid stations at the Tsukuba Marathon

in Arakawa River Clean-Aid

No.080July

April 2019setting up of aid stations[A] Beech mushrooms (broken in pieces) … 50g
King oyster mushrooms(cut in half length and sliced) …… 2 pieces

9charity shirts andfundraising

Parasports Experience by
Kasumi

initiative2019

At-Home Bistro by “eatime”
Salmon au Gratin with Mushrooms●Maruetsu ●Kasumi ●MaxValu Kanto●AEON Happy Yellow●Guide dog training

No.019Contributions tosociety

March 2019
Receipt Campaign

No.018

Safety andsecurity

to Minamisanriku-cho, Miyagi Prefecture

charity activities●The environmental learning “Kasumigaura Nature Tour” in cooperation with WWF Japan,

National Institute for Environmental Studies, and Mt. Tsukuba Area Geopark Council

Year-round continuous initiatives●Maruetsu ●Kasumi ●MaxValu Kanto●● Donations to the Japan Guide Dog Association● Conduct of supermarket tours● Guide dog contact campaigns● 5 a DAY hands-on harvest tours● maruetsu365● Dietary education classes for seniors at mobile sales centers

Donation of an amount equivalent to 1% of pet food sales to the Japan Guide Dog Association● Guide Dog Friends Club
● Donation of an amount equivalent to 1% of drink vending machine sales toJapan National Council of Social Welfare●●● Donation of the proceeds from the sale of bottle caps collected at stores foruse in purchasing vaccines●●● Bring your own shopping bag campaign●●● Collection of recyclable resources● Operation of a recycling center● Training of food educators and food instructors● Cooking class by “Cooking Studio”● Health support, including measurement of health data and provision of advice

on nutrition● Health consultation at the Okubo Ekimae Store eat-in corner● Training of service care-fitters●● Promotion of employment of persons with disabilities● Welcoming of social studies field trips● Promotion of waste visualization and reduction of food product waste through● Participation in community events that place importance on ties with local● Reduction of food product waste and donations to a food bank that effectively● “Clean & Green Day” cleanup activities at stores and near the head office on

the introduction of a waste weighing and management systemutilizes food products with unexpired best-before dates and use-by dates●●● Recycling of food leftovers●● Promoting “ISO14001” initiative

communities

the eleventh of each month● Donations to the World Wildlife Fund (presentation of donations)●● Voluntary inspections for radioactive substances● Litter picking and clean-up campaign at the shore of Lake Kasumigaura
10CSR Activities

Initiatives to Reduce Plastics

Contributions to Society

Undertaking the “no plastic bags for free” program at each company of U.S.M. Holdings

Support for Guide Dog Training

In March 2019, Kasumi implemented initiatives to stop offering free plastic shopping bags at all stores in Saitama,

The Group supports guide dog training through monetary donations

Chiba, Gunma, and Tokyo (excluding some of small stores.)and is conducting activities to raise understanding and support forIn 2020, this initiative of no plastic bags was launched at all MaxValu Kanto stores as of March 1, and at all
Maruetsu, Maruetsu Petit, Lincos, and Uoetsu stores as of April 1.

guide dogs. Maruetsu conducts events such as guide dog training
center tours for customers. Maruetsu has continuously made dona-

Spontaneously with the termination of free plastic bags, the eco-point used to be given to customers as antions to the Japan Guide Dog Association (JGDA) since 1993 throughincentive not to use plastic bags at Maruetsu has also been abolished, as the originally intended purpose ofactivities to raise funds for guide dog training, and the cumulative

encouraging customers to bring their own bags has been fulfilled. As of June 30, 2020, Kasumi also stopped

amount donated by fiscal 2019 was approximately 307.4 million yen.

offering free plastic shopping bags at small stores, and its eco-stamp card program in which customers re-Kasumi periodically holds meetings of the Kasumi Guide Dog Friends

ceive a stamp when they don’t take a plastic bag has been terminated.

Club (Kasumi Modoken Friend Club) with JGDA support.

The U.S.M. Holdings Group stopped offering free plastic shopping bags at all stores, and will continue toreduce plastics.

Environmental Impact Reduction and CO2 Reduction
Environmental Protection

Safety and Security Initiatives
Voluntary Inspections for Radioactive Substances

Emergency assistance fundraising and donation to affected areas
The Group engaged in emergency assistance fundraising activities in

Kasumi has been engaged in a forest revitalization project at Kasumi
Empathy Creation Forest located in Kasama City, Ibaraki Prefecture,since fiscal 2011. In fiscal 2018, Kasumi’s employees together withlocal residents planted about 3,000 trees. Kasumi has also been engaged in a litter picking and clean-up campaign of the shore as part of

The Group has put in place an inspection system for radioactive
substances to enable customers to purchase food products with confidence and peace of mind. Maruetsu and Kasumi conduct voluntary
product inspections and disclose on their websites the results of sampling inspections of fresh produce, milk, tofu, and other products.

the hope that victims of natural disasters that occurred in 2018 will
be able to resume their normal lives as soon as possible, and donatedthe funds raised from customers and Group company contributions tomunicipalities in the affected area.
We donated a total of ¥2,335,989 to municipalities in Chiba

environmental protection of Lake Kasumigaura, in collaboration with

Prefecture for those who were affected by Typhoon Faxai, and acivic organizations and the local government, since fiscal 2017.

total of ¥3,585,988 to municipalities in nine prefectures of Ibaraki,

Maruetsu has been engaged in forest preservation since 2010 involv-

Tochigi, Saitama, Kanagawa, Iwate, Miyagi, Fukushima, Nagano, anding the planting of trees and brush clearing with volunteers at a forest in

Great East Japan Earthquake Reconstruction Assistance
Since the Great East Japan
Earthquake of 2011, Kasumi
has continuously engagedin activities to assist the cityof Rikuzentakata, which
was devastated in thatdisaster. Its companywide
charity activities based ona reconstruction assistance calendar, “Ashita (Tomorrow) Calendar,” arein their ninth year, and the total amount of donations to the Rikuzentakata
Elementary and Junior High School Reconstruction Fund and othersamounted to ¥133.43 million. Rikuzentakata Tanabata Festival Experiential
Learning (Rikuzentakata Tanabata Matsuri Taiken Gakushu) has been held
since 2012. At the time of the Tanabata Festival, held on August 7 eachyear, elementary school students from areas where stores are located and
new Kasumi employees visit Rikuzentakata for two nights and three days.
By helping with the preparations for and joining in the Tanabata Festival,
the participants deepen their interactions with others and learn the importance of bonds between people.

Happy Yellow Receipt Campaign
All MaxValu Kanto storesa r e c o n t i n u i n g A E O N ’s
“Happy Yellow Receipt”
initiative. Each year, during the three-day period
from March 9 to 11 they
participate in the “Happy
Yellow Receipt Campaign” to support children in areas devastated by
the Great East Japan Earthquake. During the campaign, customers
who visit the stores send their wishes through their purchases.

Shizuoka for those who were affected by Typhoon Hagibis, etc.

Yokote, Hidaka City, Saitama Prefecture, nicknamed “Maruetsu Forest.”

The U.S.M. Holdings Group’s dietary education activities
Supermarket tours“Visualization” of the amount of waste discharged
Maruetsu has introduced at more than
200 supermarkets, mainly its eponymous
stores, a waste weighing and management
system that quantifies the amount of waste
discharged at each store. By “visualizing”
waste discharged from its stores, Maruetsu
is working to curtail waste emissions byincreasing employee commitment to waste
reduction.
11

ISO 22000 and ISO 9001 Quality Management Certification
Maruetsu has obtained certification under the ISO 22000 international
standard for food safety management systems at its fresh food processing centers for fresh meat and fresh fish and attests that it provides
customers with safe, high-quality food products. Rose Corporation
Co., Ltd., a Kasumi Group company that produces and processes
boxed lunches and prepared foods, has obtained certification underthe ISO 9001 international standard for quality management systems
and engages in rigorous quality control that ensures customer peaceof mind.

Kasumi invites local children to its stores and provides opportunities for them to learn
about an enjoyable well-balanced diet in fun study sessions conducted by Kasumi’snational registered dieticians or dietary education instructors. In fiscal 2018, 15,347
children participated in study sessions.

EATPIA cooking and culture school
Among the many classes offered at EATPIA, a cooking and culture school Maruetsu
has operated since 1991, Kid’s Cooking classes have been continuously offeredsince the school first opened. Maruetsu’s national registered dieticians and other dieticians serve as instructors for these classes, in which some 3,000 elementary school
students in total have learned about cooking, nutrition, and table manners.

12For details of the Corporate Governance Report, please see:Corporate Governancehttps://www.usmh.co.jp/company/governanceCorporate GovernanceConsolidated Financial Statements (As of February 29, 2020)

Consolidated Balance Sheet
Account

Basic Policy on Corporate Governance

Board of Directors(1) Respect the autonomy and independence of the operatingcompanies and ground corporate governance in the basic
principles, vision, and mission formulated at the time theCompany was established based on the common principles“Customer-first” and “Contribution to local communities.”(3) Regard shareholders with whom appropriate cooperation
can be achieved from a medium- and long-term perspective, particularly customer shareholders who provide opinions through their daily shopping, and other stakeholders
as important partners. Create an environment that enables
constructive dialogue with these stakeholders and develop aframework to reflect their feedback in management.

Audit & Supervisory Board
The Audit & Supervisory Board consists of five corporate auditors (including three outside corporate auditors). The Board meets once a month, inprinciple, and holds extraordinary meetings as necessary. At Board meetings, the corporate auditors receive reports on, discuss, and resolve important audit-related matters. The corporate auditors audit the legality of theexecution of duties by the directors, the status of assets, and other mattersin accordance with the audit policy and division of duties established by
the Audit & Supervisory Board. The Audit & Supervisory Board convenes
meetings of the Group Auditor & Supervisory Board Liaison Committee forthe purpose of cooperating with the corporate auditors and internal audit
departments of the operating companies, strives to ensure highly effective
auditing, and works to reinforce the governance function and internal audit
function.
(As of May 20, 2020)(4) On the basis of (1) to (3) above, demonstrate a healthy
entrepreneurial spirit by ensuring rationality in the management decision-making process and strive for the Company’ssustained growth and enhancement of medium- and longter m corporate value by realizing prompt and decisivedecision-making.

Directors and Corporate Auditors

Corporate Governance Structure

Oversight
Collaboration

65,462

66,659129,317
16,24847,288
192,853
258,315130,201
16,147
48,470
194,819
261,478

81,77983,581

34,209115,988

36,202
119,783

Liabilities
Current liabilities
Total current liabilities
Non-current liabilities
Total non-current liabilities
Total liabilities

Net assets
Shareholders’ equity
Total shareholders’ equity
Accumulated other comprehensive income
Accumulated other comprehensive income
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

676,336482,585
193,750
15,324
209,075
199,717
9,357
556
286
9,627
475
6,049
4,052
3,193
2,392
1,660
1,636

Consolidated Statement of Cash Flows(Millions of yen)

411
111
379
142,326
258,315

123
161
398
141,695
261,478

Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Effect of exchange rate change on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

2019/2

18,309(13,153)(4,561)(63)
530
25,70826,2382020/2

16,290(18,476)(4,007)(26)(6,220)26,23820,018Stock Information (As of February 29, 2020)

Vice President andRepresentative Director

Daisuke Tezuka

Vice President andRepresentative Director

Ryota Furuse

Number of shares authorized

500,000,000 shares

Director

Shinichiro Yamamoto

Number of shares issued

131,681,356 shares

Director

Taketoshi Kawada

Number of shareholders

83,910

Director and Advisor(part-time)

Motoya Okada

Outside Director(part-time)

Akira Terakawa

Independent Outside Director(part-time)

Shigekazu Torikai

Independent Outside Director(part-time)

Naoko Makino

Corporate Auditor(Standing)

Tadayoshi Yoyogi

Corporate Auditor(Standing)Masami Sakamoto

Outside Corporate Auditor(part-time)

Koichi Ihara

Outside Corporate Auditor(part-time)

Shigeru Koyama

Independent Outside Corporate
Auditor (part-time)

Shinobu Okamoto

Audit &
Auditing
Supervisory Board(Corporate auditors)

Board of Directors(Directors)

Collaboration

Election/
Dismissal

President andRepresentative
Director

Oversight/
Policyreinforcement

Management
CouncilReporting

Resolution/
ApprovalInternal
auditing

Resolution/
Approval

Corporate departments
ReportingManagement guidanceApproval of important matters

Subsidiaries

Reporting

Evaluation Advisory Committee

Oversight

Corporate auditors/
Audit departments

679,276484,601
194,674
15,047
209,721
197,910
11,811605
163
12,253
1,591
5,667
8,177
2,537
2,845
5,331
5,308

Net sales
Cost of sales
Gross profit
Operating revenue
Operating gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Non-operating expenses
Ordinary income
Extraordinary income
Extraordinary losses
Income before income taxes and minority interests
Income taxes – current
Total income taxes
Net income
Profit attributable to owners of parent

Account

Election/Dismissal

Auditing

2020/2141,012Motohiro Fujita

Internal Audit Department
・Internal control
・Auditing(Millions of yen)

2019/2

Account

141,423

President andRepresentative Director

Human Resources and Compensation Advisory Committee

Accounting auditor/Audit corporation

ReportingCurrent assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments and other assets
Total non-current assets
Total assets

General Meeting of Shareholders

Accounting auditing

Audit & Supervisory
Board Committee(Group corporate auditors)

2020/2

Consolidated Statement of Income(As of May 20, 2020)

Reporting

Collaboration

2019/2

AssetsThe Board of Directors consists of nine directors (including three outside
directors). The Board meets once a month, in principle, and holds extraordinary meetings as necessary. The five Audit & Supervisory Board members attend Board of Directors meetings. At Board meetings, the directors
deliberate and resolve matters prescribed by law and matters set forth in
the Board of Directors Regulations and oversee the execution of businessby the directors on the basis of regulatory compliance and appropriate
risk management. As a pure holding company, the Company requires theoperating companies to report to the Company important resolutions andgoverns the appropriate execution of business operations by the operatingcompanies.

(2) Maintain transparency and fairness in decision-making toensure appropriate cooperation with shareholders and otherstakeholders.

(Millions of yen)

Stock Information

Major Shareholders

Distribution of Shares by Shareholder Type
Foreign corporations etc.

3.18%

Financial institutions

7.71%

Individuals and other21.94%

Treasury stock

2.59%

Securities rms

0.39%

Other Japanese
corporations

64.19%

Number ofshares held
(thousand shares)

Percentage ofshares held(%)

Aeon Market Investment Co., Ltd.

67,15952.35

U.S.M.H. Group Business Partners
Shareholding Association
The Kambayashi ScholarshipFoundation

3,014

2.35

2,300

1.79

Aeon Co., Ltd.

1,629

1.27

The Master Trust Bank of Japan, Ltd.
(Trust Account)

1,614

1.25

Nippon Access Inc.

1,505

1.17

Japan Trustee Services Bank, Ltd.
(Trust Account 5)

1,157

0.90

KOKUBU GROUP CORP.

1,099

0.85

Japan Trustee Services Bank, Ltd.
(Trust Account 9)

1,088

0.84

Mitsubishi Shokuhin Co., Ltd.

1,082

0.84

Shareholder nameNote: Percentages of shares held are calculated excluding 3,414,818 shares of treasury stock.
13

14

Corporate Data (As of February 29, 2020)

Corporate Profile

Our Website

EstablishedMarch 2015

Capital10 billion yen

Main Business

Management of supermarket business

Head office

1 Kanda Aioi-cho, Chiyoda-ku, Tokyo

Visit U.S.M. Holdings Website and find out more about us. Our website offersa variety of content, including the latest news from us, introduction of ourbusinesses, IR information, and financial information.
United Super Markets Holdings Inc.

Group Companies
The Maruetsu, Inc.
Head office: 5-51-12 Higashi-Ikebukuro,
Toshima-ku, Tokyo
Business:
Supermarket business for retail sales of foods,
household goods, apparel, etc.
Maruetsu

united super markets holdings inc.

https://www.usmh.co.jp/

eatime Website

https://www.maruetsu.co.jp/

Kasumi Co., Ltd.
Head office: 599-1, Nishiohashi, Tsukuba-shi,
Ibaraki Prefecture
Business:
Supermarket business for retail sales of foods,
household goods, apparel, etc.
Kasumihttps://www.kasumi.co.jp/

MaxValu Kanto Co., Ltd.
Head office: 5-30-3 Kameido, Koto-ku, Tokyo
Business:
Supermarket business for retail sales of foods,
household goods, apparel, etc.
MaxValu Kanto

https://www.mv-kanto.co.jp/

Stock Exchange Code: 3222

1 Kanda Aioi-cho, Chiyoda-ku, Tokyo 101-0029, Japan
TEL: +81-3-3526-4761 URL: http://www.usmh.co.jp/

eatimehttps://www.usmh.co.jp/eatime/