Agc Inc. TSE:5201
AGC : Materials for the 101st Ordinary General Meeting of Shareholders (Matters omitted from paper-based documents delivered)
Source: MarketScreener
TRANSLATION FOR REFERENCE PURPOSES ONLY
This is a translation of the Materials for the 101stOrdinary General Meeting of Shareholders (Matters omitted from paper-based documents delivered), dated March 4, 2026, which is prepared for reference purposes only. In the event of any discrepancy between the original
Japanese text and this translated English text, the original Japanese text shall prevail.
March 4, 2026
Dear Shareholders:
Materials for the 101stOrdinary General Meeting of Shareholders (Matters omitted from paper-based documents delivered)
Business ReportStatus of Employees 1
Main Lenders 1
Matters Concerning Stock Acquisition Rights of the Company 2
Outline of Liability Limitation Contracts 3
Outline of Directors' and Officers' Liability Insurance Contracts 3
Matters Concerning Outside Officers 3
Matters Concerning Accounting Auditors 6
Corporate Policy over Internal Control and the Operational Status of Internal Control 7
Consolidated Financial StatementsConsolidated Statements of Changes in Equity 11
Notes to the Consolidated Financial Statements 12
Accounting Auditor's Audit Report Regarding Consolidated Financial Statements COPY. 28
Non‒Consolidated Financial StatementsBalance Sheets 33
Statements of Operation 35
Statements of Changes in Net Assets 36
Notes to the Non-Consolidated Financial Statements 37
Accounting Auditor's Audit Report COPY42 Audit & Supervisory Board's Audit Report COPY46Reference (Overview of Consolidated Statements of Cash Flows) 48
The above matters are not stated in the paper-based documents delivered to shareholders who have made a request for delivery of such documents, based on the laws and regulations and Article 15 of the Company's Articles of Incorporation.
Segment | Number of Employees |
Architectural Glass | 12,697 persons |
Automotive Electronics | 15,997 persons 10,832 persons |
Chemicals | 6,667 persons |
Life Science | 2,967 persons |
Ceramics & Others | 3,736 persons |
Consolidated Total | 52,896 persons |
Note: The number of employees of the Company is 8,122 persons.
Main Lenders (as of December 31, 2025)Lenders | Outstanding Balance of Debt |
MUFG Bank, Ltd. Mizuho Bank, Ltd. The Norinchukin Bank | JPY 116.8 billion JPY 75.7 billion JPY 56.9 billion |
Note: The outstanding balance of debt includes the debt from overseas local entities, etc. of the lenders.
Matters Concerning Stock Acquisition Rights of the Company-
Outline of Stock Acquisition Rights Held by the Officers (as of December 31, 2025)
The outline of the stock acquisition rights held by the officers is as follows:
Issue Date
Issue Price per Share
Exercise Price per Share
Term to Exercise the Rights
Officers' Status of Holding
Type and Number of Shares Envisaged
July 1, 2009
(Stock Compensation-type Stock Option)
JPY 2,435
JPY 1
July 2, 2009
through July 1, 2039
Director: 18 for 1 person
Company's ordinary shares: 3,600 shares
July 1, 2010
(Stock Compensation-type Stock Option)
JPY 3,100
JPY 1
July 2, 2010 through
July 1, 2040
Directors: 25 for 2 persons
Company's ordinary shares: 5,000 shares
July 1, 2011
(Stock Compensation-type Stock Option)
JPY 3,100
JPY 1
July 2, 2011 through
July 1, 2041
Directors: 30 for 2 persons
Company's ordinary shares: 6,000 shares
July 2, 2012
(Stock Compensation-type Stock Option)
JPY 1,265
JPY 1
July 3, 2012 through
July 2, 2042
Directors: 110 for 3 persons
Company's ordinary shares: 22,000 shares
July 1, 2013
(Stock Compensation-type Stock Option)
JPY 1,775
JPY 1
July 2, 2013 through
July 1, 2043
Directors: 65 for 3 persons
Company's ordinary shares: 13,000 shares
July 1, 2014
(Stock Compensation-type Stock Option)
JPY 1,940
JPY 1
July 2, 2014 through
July 1, 2044
Directors: 73 for 3 persons
Company's ordinary shares: 14,600 shares
July 1, 2015
(Stock Compensation-type Stock Option)
JPY 2,590
JPY 1
July 2, 2015 through
July 1, 2045
Directors: 97 for 3 persons
Company's ordinary shares: 19,400 shares
July 1, 2016
(Stock Compensation-type Stock Option)
JPY 1,710
JPY 1
July 2, 2016
through July 1, 2046
Directors: 137 for 3 persons
Company's ordinary shares: 27,400 shares
July 3, 2017
(Stock Compensation-type Stock Option)
JPY 3,555
JPY 1
July 4, 2017 through July 3, 2047
Directors: 102 for 3 persons
Company's ordinary shares: 20,400 shares
Note: As Outside Directors do not hold the Company's stock acquisition rights, the Directors in the table above do not include Outside Directors.
-
Total Number of Stock Acquisition Rights, etc. (as of December 31, 2025)
The total number of the stock acquisition rights, etc. at the end of this business year, are as follows.
Total number of the stock acquisition rights: 1,579
Type and number of the shares envisaged by the stock acquisition rights: Company's ordinary shares: 315,800 shares
The Company has executed a contract with each Outside Director and each Audit & Supervisory Board Member to limit their liability arising under Article 423, Paragraph 1, of the Companies Act to the sum of the amounts prescribed in each Item of Article 425, Paragraph 1, of the Companies Act.
Outline of Directors' and Officers' Liability Insurance ContractsThe Company has executed a liability insurance contract (an insurance contract stipulated in Article 430-3, Paragraph 1, of the Companies Act) with an insurance company naming the Company's Directors, Audit & Supervisory Board Members and Executive Officers as insureds that covers liabilities borne by the insureds concerning the performance of their duties or from claims received regarding the pursuit of such liabilities. Insurance premiums are fully borne by the Company.
Matters Concerning Outside OfficersStatus of Important Concurrent Positions Held by Outside Officers in Other Companies and the Relationships Between these Companies and the Company (as of December 31, 2025)
Category
Name
Important Concurrent Positions
Outside Director
Hiroyuki Yanagi
Outside Director, Kirin Holdings Co., Ltd.
Outside Director, Japan Airlines Co., Ltd. Outside Director, Mitsubishi Electric Corporation
Keiko Honda
Professor, Graduate School of Commerce, Waseda University Outside Director, Mitsubishi UFJ Financial Group, Inc.
Outside Director, Recruit Holdings Co., Ltd.
Isao Teshirogi
Representative Director, President and CEO, Shionogi & Co., Ltd.
Outside Director, Japan Exchange Group, Inc.
Outside Director, Sumitomo Mitsui Financial Group, Inc.
Koji Arima
Member of the Board, Chairman, DENSO CORPORATION
Outside Audit & Supervisory Board Member, KDDI CORPORATION
Outside Audit & Supervisory Board Member
Isamu Kawashima
Outside Director, JAPAN PURE CHEMICAL CO., LTD.
Outside Director, Sansei Technologies, Inc.
Tatsuro Ishizuka
Outside Director, K&O Energy Group Inc.
Outside Director, Tadano Ltd.
Haruka Matsuyama
Partner, Hibiya Park Law Offices
Outside Director, Tokio Marine Holdings, Inc. Outside Director, Mitsubishi Electric Corporation
Notes:
Among the important concurrent positions of the outside officers listed above, the Company has a business relationship in connection with pharmaceutical active ingredients and intermediates with Shionogi & Co., Ltd., where Mr. Isao Teshirogi is Chairman of the Board, Representative Director, President and CEO; however, the transaction amount accounts for less than 0.1 percent of the Company's net sales.
Except for the company described in note 1 above, the Company has no special relationship with the entities in which outside officers hold concurrent positions.
Status of Main Activities in this Business Year
Outside Directors
Name
Attendance at Board of Directors
Meetings
Status of Comments at the Board of Directors Meetings
Outline of Duties Performed Concerning the Roles Expected to be Fulfilled
Hiroyuki Yanagi
13 out of
14 times
By applying abundant experience concerning overall corporate management, such as branding strategies and the use of digital technology, Mr. Yanagi raised questions precisely and provided recommendations from his professional viewpoint at the Board of Directors meetings. Thus, he duly fulfilled his management monitoring role. In addition, he served as the chairperson of the Board of Directors and contributed to enriching the Company's corporate governance by, among others, leading discussions at
the Board of Directors meeting.
Keiko Honda
14 out of
14 times
By applying abundant experience concerning management and sustainability of enterprises and global organizations, Ms. Honda proactively raised questions and provided recommendations from her professional viewpoint at the Board of Directors meetings. Thus, she duly fulfilled her management monitoring role. In addition, she served as the chairperson of the Nominating Committee and contributed to enriching the Company's corporate governance by, among others, enhancing objectivity concerning the appointment of the Directors, Audit & Supervisory Board Members and
Executive Officers.
Isao Teshirogi
14 out of
14 times
By applying abundant experience concerning overall corporate management as an incumbent Representative Director, President and CEO of a drug discovery-oriented pharmaceutical company, Mr. Teshirogi proactively raised questions and provided recommendations from his professional viewpoint at the Board of Directors meetings. Thus, he duly fulfilled his management monitoring role. In addition, he served as the chairperson of the Compensation Committee and contributed to enriching the Company's corporate governance by, among others, enhancing objectivity concerning
the compensation of the Directors and Executive Officers.
Koji Arima
11 out of
11 times
By applying abundant experience in overall corporate management as Member of the Board, Chairman of a global company that provides advanced technologies, systems and products, Mr. Koji Arima proactively raised questions and provided recommendations from his professional viewpoint at the Board of Directors meetings. Thus, he duly fulfilled his management monitoring role. In addition, as a member of the Nominating Committee and the Compensation Committee, he contributed to enriching the enhancement of the Company's corporate governance by, among others, offering opinions and recommendations regarding officer appointments and officer
remuneration.
Note: Mr. Koji Arima was appointed as a Director on March 28, 2025; accordingly, the number of Board meetings he was eligible to attend differs from that of the other Directors.
Outside Audit & Supervisory Board Members
Name | Attendance at Board of Directors Meetings | Attendance at Audit & Supervisory Board Meetings | Status of Comments at the Board of Directors Meetings and Audit & Supervisory Board Meetings Outline of Duties Performed Concerning the Roles Expected to be Fulfilled |
Isamu Kawashim a | 14 out of 14 times | 14 out of 14 times | By applying extensive experience in accounting sector and abundant knowledge as an audit & supervisory board member at an IT enterprise providing social solutions globally, Mr. Kawashima made comments, as necessary, at the Board of Directors meetings and Audit & Supervisory Board meetings. He also conducted audits of the Company's divisions and places of business, as well as inspections of subsidiaries, according to the audit policy made by the Audit & Supervisory Board. As a full-time Audit & Supervisory Board Member, he duly performed his audit roles and contributed to enriching the Company's corporate governance. |
Tatsuro Ishizuka | 14 out of 14 times | 14 out of 14 times | By applying abundant experience in corporate management at a global manufacturer that has been addressing the switch to sustainable business models early on, Mr. Ishizuka made comments, as necessary, at the Board of Directors meetings and Audit & Supervisory Board meetings. He also conducted audits of the Company's divisions according to the audit policy made by the Audit & Supervisory Board. Thus, he duly performed his audit roles and contributed to enriching the Company's corporate governance. |
Haruka Matsuyam a | 14 out of 14 times | 14 out of 14 times | By applying extensive experience in the legal community as well as specialized knowledge concerning laws and compliance, Ms. Matsuyama made comments, as necessary, at the Board of Directors meetings and Audit & Supervisory Board meetings. She also conducted audits of the Company's divisions according to the audit policy made by the Audit & Supervisory Board. Thus, she duly performed her audit roles and contributed to enriching the Company's corporate governance. |
-
Name
KPMG AZSA LLC
-
Amount of Compensation, etc.
Amount of compensation, etc. as the Accounting Auditor regarding this business
year
JPY 158 million
(of which the amount of compensation, etc. for services that do not fall
within Article 2, Paragraph 1, of the Certified Public Accountants Act)
(JPY 2 million)
Total amount of monetary or other economic benefit to be paid by the Company
and its subsidiaries to the Accounting Auditor
JPY 248 million
Notes:
The Audit & Supervisory Board checks the contents of Accounting Auditor's audit plan, its status for performance of duties, the basis of calculating compensation estimates, etc. and as a result of comprehensive review gives consent to the Accounting Auditor's compensation, etc. in accordance with Article 399, Paragraph 1, of the Companies Act.
In the audit agreement between the Company and the Accounting Auditor, the amount for audit based on the Companies Act and audit based on the Financial Instruments and Exchange Act are not separated; thus, the above amount contains the compensation, etc. for audit based on the Financial Instruments and Exchange Act.
The Company pays compensation to the Accounting Auditor for procedural services that have been entrusted and agreed upon as services other than those under Article 2, Paragraph 1, of the Certified Public Accountants Act (i.e., non-audit services).
Some of the important overseas subsidiaries of the Company are audited by audit firms other than the Company's Accounting Auditor.
- Policy on Decisions to Dismiss or not Reappoint the Accounting Auditors
The Audit & Supervisory Board, by unanimous agreement, will dismiss the Accounting Auditor if it is deemed that the Accounting Auditor falls under the grounds stipulated in Items of Article 340, Paragraph 1, of the Companies Act and merits dismissal.
In addition, when considered necessary after taking comprehensive account of the Accounting Auditor's independence, performance status of its duties, etc., the Audit & Supervisory Board will determine the contents of the proposal concerning the removal or non-reappointment of the Accounting Auditor to be submitted to a General Meeting of Shareholders.
Corporate Policy over Internal Control and the Operational Status of Internal ControlThe contents of the Board of Directors' resolution on the corporate policy over internal control and the outline of the operational status of internal control are as follows.
-
Corporate Policy over Internal Control (as of December 31, 2025)
The Group Philosophy "Look Beyond" of the AGC Group provides that all members of the AGC Group are expected to adopt and follow the four shared values of "Innovation & Operational Excellence", " Sustainability for a Blue Planet", "One Team with Diversity" and "Integrity & Trust", which shall serve as the basis for every action they take.
In addition to the above, the AGC Group declares its corporate social responsibility in the form of "AGC Group Charter of Corporate Behavior", which is intended to lead the group members properly toward realization of the Group Philosophy "Look Beyond".
Systems to ensure fair and legal business transactions are as follows.
-
System to ensure compliance with the relevant laws and the Articles of Incorporations (Compliance Program)
The AGC Group defines "Integrity & Trust" as one of the most important shared values in its Group Philosophy "Look Beyond" and establishes and strengthens its compliance program based thereon.
More specifically, the President & CEO of the Company (hereinafter referred to as the President & CEO) nominates, among executive officers, the Chief Compliance Officer (abbreviated to CCO) who shall be responsible to control over the establishment and promotion of the AGC Group's compliance program under the authorization of the President & CEO. Further, the Company establishes the Compliance Committee as a professional body for legal compliance and corporate ethics. Chaired by a Global Compliance Leader, this Committee shall plan, formulate and execute a compliance program. It shall establish global common compliance rules and country/region specific rules in the Code of Conduct (AGC Group Code of Conduct) and establish the compliance system as AGC Group as well as promote educational activities therefore to ensure business conduct based on laws and corporate ethics.
In order to handle whistle-blowing and consultation on compliance, the AGC Group sets up contact points (compliance hotline). All the corporate officers and employees of the Company and executives of subsidiaries are obligated to submit the personal certificate.
Actual status of compliance and usage of whistle-blowing and consultation system on compliance of the AGC Group shall be reported to the Board of Directors of the Company (hereinafter referred to as the Board of Directors) periodically.
The Company shall also establish a legal administration system of the AGC Group to grasp information on important legal issues, which shall be reported to the Board of Directors periodically.
With regard to internal audit of the AGC Group, the Internal Audit Division and the internal audit staff in each region shall audit managerial and operational systems as well as legality and rationality of execution of business process, pursuant to an annual auditing plan. Results of such internal audits shall be timely reported to the President & CEO and further to the Board of Directors periodically.
In accordance with "Financial Instruments and Exchange Act" in Japan, the AGC Group shall establish "AGC Group Internal Control over Financial Reporting Implementation Regulations" and form the compliance system for financial reporting.
-
Information Retention and Management System with respect to business operations of the AGC Group (Information retention / management system)
Retention and management of important business documents and information shall be made pursuant to the applicable laws and the relevant internal rules of the AGC Group.
Confidentiality and security of important business documents and information shall be maintained in accordance with the applicable procedures provided in the Information Security Policy to be made available through the Company.
-
System to control risk of damage of the AGC Group (Risk Management System)
The AGC Group shall establish "AGC Group Enterprise Risk Management Basic Policies" and form the risk management system and crisis management system.
According to the relevant internal rules, important risk factors for the AGC Group shall be specified and control of these factors shall be discussed and monitored periodically at the Management Committee of the Company (hereinafter referred to as the Management Committee) and the Board of Directors. As for the risks associated with business activities of the AGC Group, each Corporate Division, in-house Company and SBU analyzes the risks of individual operations and projects and discusses necessary countermeasures. If necessary and appropriate, the Management Committee and the Board of Directors deliberate the matters as well.
Each responsible division provides and announces a respective guideline over those risks associated with compliance, environment, accidents and product quality etc. of the AGC Group and conducts training sessions and/or internal audits if necessary and appropriate.
Preparing for unforeseen events that could seriously affect both operating results and financial condition of the AGC Group, in accordance with the relevant internal rules, a crisis management report line has been established so that critical information can be reported speedily and surely to the President & CEO, and further distributed and shared among the officers and the employees concerned. The Company shall establish the system where the Group Taskforce Headquarters can be set up immediately upon the President & CEO's judgment, in order to take initial measures without delay and appropriately.
-
System to ensure efficient and effective business execution of the AGC Group (System for efficient business execution)
As basic policy over corporate governance structure, the Company clearly distinguishes management oversight function and business execution function, aiming at realization of reinforced business oversight and quick decision making at the business execution.
As to management oversight, in the Company the Board of Directors including outside directors shall decide on the important business matters and oversee the business performance of the AGC Group. In addition, the Nominating Committee and the Compensation Committee (both non-statutory) are established in order to warrant objectivity of evaluation/selection and compensation package with respect to directors and executive officers of the Company.
Authorities and duties with respect to business execution are delegated to each in-house Company and SBU in accordance with a certain standard under the in-house Company System and the Executive Officer System in the Company. These business operations are managed and evaluated in accordance with specific consolidated key performance index established in line with the AGC Group's basic management policy and its performance target.
Business transactions in the AGC Group shall be conducted in accordance with the internal decision making rules including business authorization rules and job descriptions. These operations shall be monitored and verified by internal audit periodically.
-
System to report matters concerning business execution of executives of subsidiaries to the Company (System for reports to AGC by AGC Group companies)
Subsidiaries shall report certain matters concerning business operations, etc. to the Company. Of such matters, important ones shall be reported to the Management Committee and/or the Board of Directors. Under the compliance system and legal administration system of the AGC Group, subsidiaries shall quickly report any important compliance issue, important legal issue, etc. of the subsidiaries to the Company. These matters shall be reported to the Board of Directors periodically.
The internal audit division shall timely report the results of internal audit conducted over subsidiaries to the President & CEO and further to the Board of Directors periodically.
-
Matters related to the audit system of the Audit & Supervisory Board Members
-
Staff to the Audit & Supervisory Board Members
The Company establishes the Staff Office of the Audit & Supervisory Board to support activities of the Audit & Supervisory Board Members.
- Independence of the said Staff to the Audit & Supervisory Board Members from Directors Change of Staff of the Audit & Supervisory Board and performance evaluation of such staff shall be subject to the consent of the Audit & Supervisory Board.
-
Ensuring of effectiveness of the Audit & Supervisory Board Members' directions to the said Staff
Staff of the Audit & Supervisory Board shall not concurrently serve as employees of other departments. Such staff shall exclusively perform duties related to the Audit & Supervisory Board and follow directions of the Audit & Supervisory Board Members.
-
System for reports to the Audit & Supervisory Board Members by Directors and employees of the Company, Directors and employees of subsidiaries, or those who received report from them
The Directors and employees of the Company shall report to the Audit & Supervisory Board Members any event that may violate the laws and regulations or articles of incorporation of the Company, or do substantial damage to the Company, and other matters provided in the relevant internal rules.
Subsidiaries shall report to the Company any event that may violate the laws and regulations or articles of incorporation of the Company, or do substantial damage to the Company. Divisions to which these matters are reported shall quickly report them to the Audit & Supervisory Board Members of the Company.
-
System to ensure that those who made reports described in the preceding item shall not receive disadvantageous treatments on the ground that they made the said report
The AGC Group shall ban disadvantageous treatments and retaliatory action against those who made reports concerning the violation of Code of Conduct, etc. under the AGC Group Code of Conduct, and keep employees of the AGC Group well informed.
-
Matters related to policy on procedures for reimbursement of expenses that occurred from performance of duties of the Audit & Supervisory Board Members
The Company shall quickly handle expenses paid by the Audit & Supervisory Board Members, excluding cases where the said expenses are judged to be unnecessary for performance of duties of the Audit & Supervisory Board Members.
- Other system to ensure effective audit by the Audit & Supervisory Board Members
The Audit & Supervisory Board Members shall attend at the important meeting such as the Management Committee, the Mid-Term Plan & Budget Committee, and the Monthly Performance Monitoring Meeting etc. In addition, Representative Directors shall have periodical meetings with the Audit & Supervisory Board Members.
Meetings between the Audit & Supervisory Board Members and Internal Audit Division etc. shall be held periodically so that the Audit & Supervisory Board Members may have access to information respecting the results and the proceedings of internal audit. The Company establishes the system where the Audit & Supervisory Board Members may enhance effectiveness of its audit through exchange of views and information with the Internal Audit Division and the Accounting Auditors, etc.
-
Staff to the Audit & Supervisory Board Members
-
System to ensure compliance with the relevant laws and the Articles of Incorporations (Compliance Program)
-
Outline of the Operational Status of Internal Control
The outline of the operational status of internal control is as follows.
-
System to ensure compliance with the relevant laws and the Articles of Incorporations (Compliance Program)
The AGC Group has established the position of Chief Compliance Officer (CCO), an executive officer to whom the President & CEO delegates authority, responsible for the overall management and promotion of the AGC Group's compliance program and reporting to the President & CEO on the status of such duties.
The "AGC Group Code of Conduct" has been established, and all employees of the Company and executives of subsidiaries are required to submit a personal certificate pledging compliance with the Code of Conduct, and compliance with laws and regulations and corporate ethics is strictly enforced. Periodic compliance education is conducted to ensure conduct in line with laws and corporate ethics.
A compliance hotline is set up as a contact point for whistle-blowing and consultation to prevent and detect misconduct, etc. at an early stage.
The status of compliance in the AGC Group, the operation of the compliance hotline, and important legal matters are reported to the Board of Directors periodically.
Internal audits of the Company and its subsidiaries are conducted pursuant to the annual audit plan, etc., and the results of audits are reported periodically to the Board of Directors.
The "AGC Group Internal Control over Financial Reporting Implementation Regulations" have been established, and internal control over financial reporting is maintained, operated, and evaluated.
-
Information Retention and Management System with respect to business operations of the AGC Group (Information retention / management system)
The "AGC Group Common Information Security Policy" has been established, under which important documents and information are retained and managed.
Periodic self-assessments on information security and education for employees are conducted to ensure rigorous information management.
-
System to control risk of damage of the AGC Group (Risk Management System)
In accordance with the "AGC Group Enterprise Risk Management Basic Policies," risk factors that could have a significant impact on the AGC Group's management are specified, and efforts are made to enhance and improve both the level of control to suppress risk occurrence and the level of response when risks materialize.
A Business Continuity Plan (BCP) has been formulated in preparation for large-scale accidents and disasters. Exercises (e.g., earthquake drills) are conducted to raise awareness of the BCP, ensure thorough dissemination, and improve its effectiveness.
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System to ensure efficient and effective business execution of the AGC Group (System for efficient business execution)
The Board of Directors consists of 8 members, including 4 outside directors, and is chaired by an outside director. In this fiscal year, it met 14 times to decide important matters of the AGC Group and supervise the status of business execution.
The Nominating Committee and the Compensation Committee (both non-statutory) have been established as advisory bodies to the Board; the majority of each committee's members are outside directors and each committee is chaired by an outside director. In this fiscal year, the Nominating Committee met 13 times and the Compensation Committee met 6 times, thereby increasing objectivity in the evaluation, selection, and compensation of the Company's Directors and Executive Officers.
The Board conducts analyses and evaluation of its own effectiveness.
With respect to business execution, substantial authority is delegated to Executive Officers, including the President & CEO, to accelerate decision-making.
-
System to report matters concerning business execution of executives of subsidiaries to the Company (System for reports to AGC by AGC Group companies)
A reporting system from subsidiaries to the Company has been established, under which important matters relating to subsidiaries (certain matters concerning business operations, etc., compliance issues, legal issues, etc.) are reported to the Company.
Internal audits of subsidiaries are conducted pursuant to the annual audit plan; the results are reported to the President & CEO as necessary and to the Board of Directors periodically.
- Matters related to the audit system of the Audit & Supervisory Board Members
-
System to ensure compliance with the relevant laws and the Articles of Incorporations (Compliance Program)
-
Staff to the Audit & Supervisory Board Members
The Staff Office of the Audit & Supervisory Board has been established to support the Audit & Supervisory Board Members.
- Independence of the said Staff to the Audit & Supervisory Board Members from Directors Under internal rules, personnel changes, evaluations, etc. of staff of the Staff Office of the Audit & Supervisory Board require the consent of the Audit & Supervisory Board.
-
Ensuring of effectiveness of the Audit & Supervisory Board Members' directions to the said Staff
Staff members of the Staff Office of the Audit & Supervisory Board are assigned exclusively and perform duties in accordance with directions from the Audit & Supervisory Board Members.
-
System for reports to the Audit & Supervisory Board Members by Directors and employees of the Company, Directors and employees of subsidiaries, or those who received report from them
Reports to the Audit & Supervisory Board are made in accordance with internal rules.
-
System to ensure that those who made reports described in the preceding item shall not receive disadvantageous treatments on the ground that they made the said report
Under the "AGC Group Code of Conduct," disadvantageous treatment and retaliatory action against
whistle-blowers are prohibited and well informed to employees.
-
Matters related to policy on procedures for reimbursement of expenses that occurred from performance of duties of the Audit & Supervisory Board Members
Expenses paid by the Audit & Supervisory Board Members for business are promptly handled.
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Other system to ensure effective audit by the Audit & Supervisory Board Members
The Audit & Supervisory Board Members attend important internal meetings such as the Board of Directors and the Management Committee and express opinions as necessary.
The Audit & Supervisory Board Members hold periodic meetings, etc. and exchange views with the Representative Directors and the Internal Audit Division, etc., to enhance the effectiveness of audits.
Reference: Status of Corporate GovernanceFor details on the Company's approach to corporate governance, including the "AGC Group Corporate Governance Basic Policy," please visit the Company's website below:
https://www.agc.com/en/company/governance/index.html
Consolidated Statements of Changes in Equity101st Fiscal Year (from January 1, 2025 to December 31, 2025)
(Unit: millions of yen)
Equity attributable to owners of the parent
Share capital
Capital surplus
Retained earnings
Treasury shares
Other components of equity
Remeasurements of defined benefit plans
Net change in revaluatio n o f financial assets measured at
FVTO CI (No te)
Balance as of January 1, 2025
90,873
95,781
744,766
(26,767)
23,921
18,687
Changes in equity Comprehensive income Profit for the year
Other comprehensive income
-
-
69,162
-
-
-
-
-
-
-
(14,792)
3,493
Total comprehensive income for the year
-
-
69,162
-
(14,792)
3,493
Transactions with owners
Dividends
-
-
(44,586)
-
-
-
Acquisition of treasury shares
-
-
-
(15)
-
-
Disposal of treasury shares
-
-
(224)
459
-
-
Changes in ownership interests in subsidiaries that do not result in loss of control
-
0
-
-
-
-
Transfer from other components of equity to retained earnings
-
-
3,796
-
-
(3,796)
Share-based payment transactions
-
83
-
-
-
-
Others (business combinations and others)
-
-
-
-
-
-
Total transactions with owners
-
83
(41,014)
444
-
(3,796)
Balance as of D ecember 31, 2025
90,873
95,864
772,913
(26,323)
9,128
18,384
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Other components of equity
Total
Cash flow hedges
Exchange differences on translation of foreign
operations
Total
Balance as of January 1, 2025
(497)
489,023
531,134
1,435,787
235,909
1,671,697
Changes in equity Comprehensive income
Profit for the year
Other comprehensive income
-
-
-
69,162
10,308
79,470
(1,204)
36,964
24,459
24,459
3,916
28,375
Total comprehensive income for the year
(1,204)
36,964
24,459
93,621
14,224
107,846
Transactions with owners
Dividends
-
-
-
(44,586)
(6,993)
(51,579)
Acquisition of treasury shares
-
-
-
(15)
-
(15)
Disposal of treasury shares
-
-
-
235
-
235
Changes in ownership interests in subsidiaries that do not result in loss of control
-
-
-
0
(21)
(21)
Transfer from other components of equity to retained earnings
-
-
(3,796)
-
-
-
Share-based payment transactions
-
-
-
83
-
83
Others (business combinations and others)
-
-
-
-
3,475
3,475
Total transactions with owners
-
-
(3,796)
(44,282)
(3,539)
(47,821)
Balance as of D ecember 31, 2025
(1,702)
525,987
551,798
1,485,126
246,595
1,731,722
(Note) FVTOCI: Fair Value Through Other Comprehensive Income
Notes to the Consolidated Financial StatementsSignificant Accounting Policies
Accounting standards of consolidated financial statements
The consolidated financial statements of AGC Inc. ("the Company") and its consolidated subsidiaries (the "AGC Group" or the "Group"), which comprise the consolidated statements of financial position, the consolidated statements of profit or loss and the consolidated statements of changes in equity, have been prepared in accordance with International Financial Reporting Standards ("IFRSs") and in compliance with Article 120-1 of the Ordinance of Company Accounting. The latter part of Article 120-1 of the Ordinance of Company Accounting prescribes the omission of certain disclosures required by IFRSs.
Scope of consolidation
Number of consolidated subsidiaries: 175 Major subsidiaries:
AGC Techno Glass Co., Ltd., Ise Chemicals Corporation, AGC Glass Europe and AGC Flat Glass North America, Inc.
Due to liquidation and other events, 11 companies were excluded from the scope of consolidation in the fiscal year ended December 31, 2025.
Application of equity method
Number of companies using equity method: 21
Major investments accounted for using equity method: Asahi India Glass, Ltd. and Schott-Flat Glass B.V.
Accounting standards
Changes in Accounting Policies
The material accounting policies adopted for the Group's Consolidated Financial Statements
are the same as those for the Consolidated Financial Statements for the fiscal year ended December 31, 2024.
Valuation of non-derivative financial assets
Financial assets measured at amortized cost:
Financial assets are classified as financial assets measured at amortized cost if the following two conditions are met:
The foregoing financial assets are held within a Group business model whose objective is to hold the assets in order to collect contractual cash flows from the assets; and
The contractual terms of the foregoing financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value through other comprehensive income:
The Group designates equity instruments as financial assets measured at fair value through other comprehensive income when an irrevocable election has been made on initial recognition to measure the gains and losses arising from change in the fair value of such instruments in other comprehensive income, and when such instruments are not classified
as financial assets measured at amortized cost.
When the foregoing financial assets measured at fair value through other comprehensive income are derecognized from transactions such as sales, the cumulative gains or losses are reclassified from other components of equity to retained earnings.
Financial assets measured at fair value through profit or loss:
The Group measures financial assets at fair value and recognizes any changes in the fair value of such assets as profit or loss, unless the foregoing financial assets are classified as financial assets measured at amortized cost or financial assets measured at fair value through other comprehensive income.
Valuation of non-derivative financial liabilities
The Group recognizes the following as non-derivative financial liabilities: trade payables, other payables, and interest-bearing debt (borrowings, commercial paper, corporate bonds, bonds with subscription rights to shares (excluding share subscription rights)), among other items.
The foregoing financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, non-derivative financial liabilities are measured at amortized cost using the effective interest method.
The Group derecognizes financial liabilities when the obligation specified in the contract is exempted, cancelled or expired.
Valuation of derivative financial instruments
The AGC Group holds derivative financial instruments to hedge foreign exchange risk, interest risk and commodity price risk.
The Group initially recognizes derivative financial instruments at fair value, with the related transaction costs recognized in profit or loss when incurred. After initial recognition, derivative financial instruments are measured at fair value, with changes in fair value accounted for as follows, depending on whether or not derivatives qualify for hedge accounting:
Derivatives not qualifying for hedge accounting
Changes in the fair value of derivative financial instruments which do not qualify for hedge accounting are recognized in profit or loss.
Derivatives qualifying for hedge accounting
The effective portion of gains or losses on hedging instruments is recognized in other comprehensive income. The amounts recognized in other comprehensive income are reclassified to profit or loss in the reporting periods when the cash flows of the hedged items affect profit or loss. The ineffective portion of changes in the fair value of hedging instruments is recognized in profit or loss.
Valuation of inventories
Inventories are measured at the lower of cost or net realizable value. The cost of inventories is measured based on the moving average method and includes costs of purchase and costs of conversion (including fixed and variable manufacturing overheads). Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Depreciation and amortization of assets
Property, plant and equipment (including Right-of-use assets):
Depreciation of property, plant and equipment is computed by the straight-line method.
Intangible assets (including Right-of-use assets):
Amortization of intangible assets is computed by the straight-line method.
Basis for recognizing provisions
A provision is recognized when the AGC Group has a reasonably estimable legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of the time value of money is material, the estimated future cash flows are discounted to the present value using a pre-tax rate that reflects the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance costs.
Employment benefits
Post-employment benefit plans comprise defined benefit plans and defined contribution plans.
Defined benefit plans
The obligations for defined benefit plans are recognized as the present value of defined benefit obligations less the fair value of any plan assets. If the defined benefit plans have a surplus, the net defined benefit assets are limited to the present value of any future economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
The present value of defined benefit obligations is calculated annually by qualified actuaries using the projected unit credit method. The discount rates are based on the market yields of high quality corporate bonds at the end of each reporting period that have terms consistent with the discount period, which is established as the estimated term of the post-employment benefit obligations through to the estimated dates for payments of future benefits in every fiscal year.
Actuarial gains and losses are recognized immediately in other comprehensive income when incurred, while past service costs and gains or losses on settlement are recognized in profit or loss.
Defined contribution plans
Expenses related to post-employment benefits for defined contribution plans are recognized as an expense at the time of contribution.
Revenue
The Group adopts IFRS 15 "Revenue from Contracts with Customers", and revenue is recognized based on the following five-step model.
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the entity satisfies a performance obligation
The Group sells a range of products including architectural glass, automotive glass, glass substrates for displays, electronic materials, essential chemicals, performance chemicals, and life science products. For the sales of these products, revenue is recognized upon delivery of these products as its performance obligation is satisfied when customers obtain control over these products at the time of delivery. For revenue associated with construction works such as the installation of architectural glass and contract development and manufacturing services for biological active pharmaceutical ingredient (API), revenue is recognized according to the progress toward completion of the performance obligation. Progress toward completion is measured in the input method based on the costs incurred, etc. Also, revenue is measured at the consideration promised in contracts with customers, less discounts, rebates, returned products, and other items.
Operating profit and Business profit
"Operating profit" in the Group's consolidated statements of profit or loss is an indicator that facilitates continuous comparisons and evaluations of the Group's business performance. Main items of "other income" and "other expenses" are foreign exchange gains and losses, gains on sale of non-current assets, losses on disposal of non-current assets, impairment losses and expenses for restructuring programs. "Business profit" includes all income and expenses before finance income, finance costs and income tax expenses.
Translation into Japanese yen of foreign currency denominated assets or liabilities
Foreign currency transactions are translated into the respective functional currencies by applying the rates of exchange prevailing at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rates at the reporting date. Exchange differences are recognized as profit or loss. Exchange differences for any gains or losses on the assets and liabilities recognized in other comprehensive income are recognized in other comprehensive income.
Non-monetary assets and liabilities are translated at the exchange rate at the date of the transaction.
Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of foreign operations, are translated into Japanese yen at the exchange rates prevailing at the reporting date. Income and expenses of foreign operations are translated into Japanese yen at the average exchange rate for the period.
Hedge accounting method
Hedge accounting method: Cash flow hedges
Hedging instruments and hedged items:
Hedging instruments: commodity swap contracts, forward exchange contracts Hedged items: Raw materials and fuel, foreign currency transaction etc.
Basic rules and policies for hedging:
The Group uses derivative financial instruments to reduce their exposure to market risks from fluctuation in commodity prices and in foreign exchange rates that may occur in the ordinary course of business.
Assessment of hedge effectiveness:
In applying cash flow hedges, the Group evaluates at the inception whether the hedge will be effective. After that, the Group also evaluates continuously whether the derivative will be highly effective in offsetting the effects of changes in future cash flows of the hedged item.
Goodwill
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment test of goodwill is performed annually, regardless of any indication of impairment. Impairment loss for goodwill is not reversed in subsequent periods.
Others
Application of Japanese Group Relief System
The Company and some consolidated subsidiaries apply the Japanese Group Relief System.
Amounts concerning financial statements Amounts below one million yen are rounded down.
Notes to accounting estimates
The following is a list of items for which the amount was recorded in the consolidated financial statements for the fiscal year ended December 31, 2025 based on accounting estimates, and which may have a significant impact on the consolidated financial statements for the following fiscal year.
Impairment losses on non-financial assets
The amount recorded in the consolidated financial statements for the fiscal year ended December 31, 2025
Property, plant and equipment 1,652,885 million yen
Goodwill 52,100 million yen
Intangible assets 55,430 million yen
For non-financial assets other than inventories and deferred tax assets, the AGC Group assesses at the end of each fiscal year whether there is any indication of impairment for each asset or the cash-generating unit to which the asset belongs. An impairment test is performed if there is any indication of impairment. Goodwill is tested for impairment once a year, regardless of whether
there is any indication of impairment. The recoverable amount of an asset or cash-generating unit is calculated based on the higher of its value in use or its fair value less costs of disposal. In calculating the value in use, the estimated future cash flows are discounted to the present value using a pre-tax rate that reflects the time value of money and the risks specific to the asset. In calculating the fair value less costs of disposal, cost approach or market approach, etc. are used. If the recoverable amount of property, plant and equipment, goodwill, and intangible assets recorded in the Group's consolidated statement of financial position falls below the book value due to a decline in profitability or other reasons, an impairment loss may be recognized, which may have a significant impact on the amount of property, plant and equipment, goodwill, and intangible assets in the Group's consolidated financial statements for the following fiscal year.
Estimates of the useful lives and residual values of property, plant and equipment and intangible assets
The amount recorded in the consolidated financial statements for the fiscal year ended December 31, 2025
Property, plant and equipment 1,652,885 million yen
Intangible assets 55,430 million yen
Property, plant and equipment, except for land and other non-depreciable tangible fixed assets, are depreciated using the straight-line method over their estimated useful lives, based on the maximum depreciable amount, which is the acquisition cost minus the residual value. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives. Estimated useful lives and residual values are reviewed at the end of each fiscal year and revised as necessary. Due to changes in the business environment and other factors, it may be necessary to revise useful lives and residual values, which may have a significant impact on the amounts of property, plant and equipment and intangible assets in the consolidated financial statements for the next fiscal year.
Recoverability of deferred tax assets
The amount recorded in the consolidated financial statements for the fiscal year ended December 31, 2025
Deferred tax assets 42,971 million yen
Deferred tax assets are recognized for all deductible temporary differences, tax loss carryforwards and tax credit carryforwards to the extent that it is probable that taxable income will be available against which the deductible temporary differences can be utilized, and are reviewed at the end of each fiscal period to determine whether deferred tax assets are recognized only to the extent that it is probable that tax benefits will be realized. The recoverability of such assets is determined by taking into account future taxable income plan and tax planning. Estimates of future taxable income may be affected by a decline in profitability and other factors, which may have a significant impact on the amount of deferred tax assets in the consolidated financial statements for the following fiscal year.
Actuarial assumptions for defined benefit plans
The amount recorded in the consolidated financial statements for the fiscal year ended December 31, 2025
Prepaid pension cost (Note) 57,679 million yen
Liabilities for retirement benefits 50,147 million yen
(Note) Prepaid pension cost is included in "Other current assets" or "Other non-current assets" in the consolidated statement of financial position.
The amount of obligation for defined benefit pension plans is recognized as the present value of the defined benefit obligation less the plan assets. The present value of the defined benefit obligation and service cost, etc. are calculated based on actuarial assumptions. Actuarial assumptions require estimates and judgments about various variables such as discount rates. Actuarial assumptions may be affected by consequences of uncertain economic conditions changes in the future or by the revision or promulgation of related laws and regulations. If a review becomes necessary, it may have a significant impact on the amount of defined benefit obligations in the consolidated financial statements for the following fiscal year.
Notes to the Consolidated Statements of Financial Position
Allowance for doubtful accounts directly deducted from assets:
Trade receivables: 3,658 million yen
Other financial assets: 1,301 million yen
Accumulated depreciation and impairment losses on property, plant and equipment:
3,324,638 million yen
Notes to the Consolidated Statements of Profit or Loss
Other Income
(Unit: millions of yen)
Foreign exchange gain
793
Gains on sale of fixed assets
26,225
Others
6,934
Total
33,953
(Note) Gains on sale of fixed assets includes a gain of 16,880 million yen from the sale of land the Company owned in Koto-ku, Tokyo.
2. Other Expenses
(Unit: millions of yen)
Losses on disposal of fixed assets
(7,494)
Impairment losses
(9,687)
Expenses for restructuring programs
(10,205)
Others
(3,352)
Total
(30,741)
(Note)
In the fiscal year 2025, AGC Biologics, Inc., a contract developer and manufacturer of biopharmaceutical APIs included within the Life Science segment, saw a significant decrease in terms of its forecast for future orders and operations and have decided to proceed with structural reforms regarding the Boulder site and the Longmont site in Colorado, USA. Accordingly, the cash-generating units to which property, plant and equipment and intangible assets belonged were classified, resulting in the cash-generating unit showing signs of impairment. As a result of an impairment test, we recognized an impairment loss of ¥7,724 million, since the recoverable amount based on the fair value minus the disposal costs, was lower than the book value of the cash-generating unit.
The total amount of impairment losses included in expenses for restructuring programs was 2,773 million yen.
Notes to the Consolidated Statements of Changes in Equity
Type and number of outstanding shares
Number of outstanding shares as of December 31, 2025: Ordinary share: 217,434,681 shares
Dividends
Dividend payments
Date of approval
Type of shares
Total amount of dividends
Dividends per share
Record date
Effective date
March 28, 2025
Ordinary General Meeting of Shareholders
Ordinary shares
22,289 million
105.00
Decemb er 31,
2024
March 31,
2025
August 1, 2025
Board of Directors meeting
Ordinary shares
22,297 million
105.00
June 30,
2025
Septem ber 8,
2025
*The year-end dividend includes dividend payment of 33 million paid for the shares held by the Board Incentive Plan (BIP) Trust.
*The interim dividend includes dividend payment of 32 million paid for the shares held by the BIP Trust.
Dividends whose record date is attributable to the year ended December 31, 2025 but to be effective after the said year
An agenda will be submitted, as follows, concerning the year-end dividends in the appropriation of retained earnings for approval at the Ordinary General Meeting of Shareholders to be held on March 27, 2026. Total amount of dividends includes dividend payment of 32 million paid for the shares held by the BIP Trust.
Total amount of dividends: 22,298 million yen Resource of dividends: Retained earnings
Dividends per share: 105.00 yen
Record date: December 31, 2025
Effective date: March 30, 2026
Share subscription rights
Share subscription rights are presented as a part of capital surplus.
Number of shares subject to the share subscription rights
Category
Share subscription rights issued
Type of shares
Numb er of shares as of Decemb er 31, 2025
The Company
Share subscription rights issued in July 2009 (Comp ensation-Type Stock Option)
Ordinary shares
3,600 shares
Share subscription rights issued in July 2010 (Comp ensation-Type Stock Option)
Ordinary shares
5,000 shares
Share subscription rights issued in July 2011 (Comp ensation-Type Stock Option)
Ordinary shares
6,000 shares
Share subscription rights issued in July 2012 (Comp ensation-Type Stock Option)
Ordinary shares
43,800 shares
Share subscription rights issued in July 2013 (Comp ensation-Type Stock Option)
Ordinary shares
26,400 shares
Share subscription rights issued in July 2014 (Comp ensation-Type Stock Option)
Ordinary shares
49,800 shares
Share subscription rights issued in July 2015 (Comp ensation-Type Stock Option)
Ordinary shares
42,000 shares
Share subscription rights issued in February 2016 (Compensation-Type Stock Option)
Ordinary shares
5,200 shares
Share subscription rights issued in July 2016 (Comp ensation-Type Stock Option)
Ordinary shares
75,800 shares
Share subscription rights issued in March 2017 (Compensation-Type Stock Option)
Ordinary shares
23,600 shares
Share subscription rights issued in July 2017 (Comp ensation-Type Stock Option)
Ordinary shares
34,600 shares
*The shares are calculated based on the number of shares after the share consolidation (5 shares for 1 share) effective from July 1, 2017.
Notes to the Revenue
Disaggregation of revenue
The Group has five reportable segments: Architectural Glass, Automotive, Electronics, Chemicals and Life Science.
Net sales are broken down by product group and region.
The reconciliations of the disaggregated revenue with the Group's sales components are as follows.
Disaggregation by product groups
(Unit: millions of yen)
Architectural Glass
438,811
Automotive
520,324
Electronics
Display
184,712
Electronic Materials
168,514
Subtotal
353,227
Chemicals
Essential Chemicals
383,363
Performance Chemicals
196,124
Subtotal
579,487
Life Science
129,420
Ceramics/Others
37,560
Total
2,058,832
Disaggregation by geographical segments
(Unit: millions of yen)
Architectural Glass
Automotive
Electronics
Chemicals
Life Science
Ceramics
/Others
Total
Japan/Asia
153,546
260,548
305,745
514,594
27,005
37,560
1,299,000
Americas
29,807
114,574
46,515
34,541
18,567
-
244,006
Europe
255,457
145,201
966
30,351
83,847
-
515,825
Total
438,811
520,324
353,227
579,487
129,420
37,560
2,058,832
Note: Sales by region are based on the location of each company, and "Brazil" is included in "Americas."
In the Architectural Glass segment, the Group sells architectural figured glass, architectural processing glass, etc., and primarily sells globally to residential and office building-related companies. Additionally, in certain regions, the Group delivers and installs related products.
In the Automotive segment, the Group supplies automotive glass, automotive display cover glass, etc. Main customers are domestic and overseas automobile manufacturers.
In the Electronics segment, the Group delivers glass for display such as Glass substrates for TFT-LCD/OLED, Specialty Glass for displays, Materials for semiconductor, Optical materials. Main customers are domestic and overseas electronics companies.
In the Chemicals segment, the Group supplies essential chemicals, performance chemical products, etc., and sells them globally, mainly through wholesalers such as trading companies,
as well as the sales bases of the Group, etc.
In the Life Science segment, the Group performs contract development and manufacturing globally for synthetic pharmaceutical and agrochemical intermediates and active ingredients, biopharmaceuticals, etc. Main customers are pharmaceutical and agrochemical-related companies.
These are accounted for in accordance with the policies described in "4. Accounting Standards" under "I. Significant Accounting Policies". The consideration for performance obligations is mainly recovered within one year after performance obligations are satisfied. In addition, the consideration for performance obligations does not include a significant financing component.
Contract balances
Information on contract assets and liabilities arising from contracts with customers is as follows:
(Unit: millions of yen)
FY2025
(as of January 1, 2025)
FY2025
(as of December 31, 2025)
Contract Assets
5,322
4,757
Contract Liabilities
48,390
36,577
Contract assets primarily relate to the Group's rights to receive consideration for performance obligations that have been completed, but not yet billed for, as of the reporting date. Contract assets are reclassified as receivables when the Group's right to payment becomes unconditional. Contract liabilities mainly relate to consideration received from customers before the Group delivers products to them, based on receivables management and other considerations. The revenue recognized during the fiscal year ended December 31, 2025, included balance of contract liabilities at the beginning of the fiscal year of ¥25,153 million.
Transaction price allocated to the remaining performance obligations
The Group applies the practical expedients for exemption on disclosure of information on remaining performance obligations that have original expected duration of one year or less. The Group has no significant transactions with original expected duration exceeding one year. In addition, there are no significant amounts in consideration from contracts with customers that are not included in transaction prices.
Assets recognized from the costs of obtaining or fulfilling contracts with customers
There are no assets recognized from the costs of obtaining or fulfilling contracts with customers as of the year ended December 31, 2025. In addition, if the amortization period of the assets that the Group otherwise would have recognized is one year or less, the Group applies the practical expedient of recognizing the incremental costs of obtaining the contract as an expense when incurred.
Notes to Financial Instruments
Status of financial instruments
Policy for financial instruments
The AGC Group manages funds using only safe financial assets with high liquidity and implements stable and low-cost fund procurement by utilizing the capital market such as taking out borrowings from financial institutions or issuing corporate bonds. The Group uses derivative transactions only to evade risks accompanying its business activities, including exchange-rate fluctuation risks, interest-rate fluctuation risks and product price fluctuation risks, and does not enter into derivative transactions for speculative purposes.
Details of financial instruments, their risks and their risk management system
Trade notes and accounts receivable, which are operating receivables, are exposed to the credit risks of customers. To manage these risks, the Group performs due date controls and balance controls for each customer and identifies and mitigates risks regarding the collection of receivables caused by factors such as deterioration of financial conditions at an early stage, in accordance with credit management rules.
Other receivables are accounts receivable, etc.
Among other financial assets, equity instruments, which are financial assets measured at fair value through other comprehensive income, and debt instruments, which are financial assets measured at fair value through profit or loss, are mainly shares of companies with which the Group has business relationships, and are exposed to the risk of market price fluctuations. The Group exams trend of market values and business needs as appropriate.
Most of the Group's trade notes and accounts payable, which are operating payables, are due within one year.
Other payables are other miscellaneous payables and others.
Borrowings, corporate bonds and the other interest-bearing debts are exposed to liquidity risks. The Group manages these risks by diversifying fund procurement methods, establishing commitment lines with various financial institutions, and keeping an appropriate balance between direct and indirect fund procurements and a proper mixture of short-term and longterm borrowings and corporate bonds. Floating-interest rate borrowings are exposed to interest-rate fluctuation risks.
For some long-term floating-rate borrowings, the Group uses interest rate swap transactions to avoid the interest-rate fluctuation risks and convert the floating rates into fixed rates.
Moreover, the AGC Group operates businesses globally, and is therefore exposed to currency risks associated with transactions undertaken in currencies other than individual functional currency. To manage currency risk, the Group hedges currency risk with forward exchange contracts and currency swap agreements.
Derivative transactions are executed and managed in accordance with the internal rules that stipulate the authority of transactions. Outstanding derivatives and the position of gain or loss on derivatives are regularly reported to the top management. In those derivative transactions, the Group uses only creditworthy financial institutions to reduce credit risks.
Supplementary explanation about fair values of financial instruments
The fair values of financial instruments include values based on market prices and reasonably calculated values if market prices are unavailable. As variable assumptions are incorporated into the calculation of said values, they may vary if different assumptions are used.
Fair values of financial instruments
The carrying amounts and fair values of financial instruments as of December 31, 2025 are as follows:
(Unit: millions of yen)
Carrying amount
Fair value
Cash and cash equivalents
94,671
94,671
Trade receivables
324,396
324,396
Other receivables
20,299
20,299
Other financial assets
Financial assets measured at FVTOCI (*1)
35,484
35,484
Financial assets measured at FVTPL (*1)
7,000
7,000
Others
17,161
17,161
Trade payables
210,036
210,036
Other payables
151,210
151,210
Interest-bearing debts (short-term, long-term)
Borrowings
454,391
452,928
Commercial paper
12,981
12,981
Corporate bonds
99,789
94,505
Derivatives (*2)
5,210
5,210
Other current liabilities
462
462
Other non-current liabilities
2,682
2,682
(*1) FVTO CI: Fair Value Through O ther Co mprehensive Inco me / FVTP L: Fair Value Thro ugh P ro fit o r Lo ss
(*2) Receivables and payables arising from derivative transactions are presented in net values. Amou nts in parentheses indicate payables.
(Note) Calculation method for the fair values of financial instruments
The fair value of financial instruments is categorized into three levels based on inputs used to measure fair value, as follows:
Inputs include stock prices, exchange rates, and interest rates as well as indexes related to commodity prices, etc.
Level 1: Quoted prices in active markets
Level 2: Observable prices other than quoted prices included within Level 1
Level 3: Inputs not based on observable market data
Financial assets and liabilities measured at fair value.
The fair value of financial assets and financial liabilities is determined as follows.
(Derivatives)
Foreign exchange contracts are mainly based on forward exchange rates and prices quoted by financial institutions with which contracts are concluded. Interest rate contracts are mainly based on prices quoted by financial institutions with which contracts are concluded.
Commodity contracts are mainly based on prices quoted by counterparties with whom contracts are concluded. In each case, the financial instruments are classified as Level 2 in the fair value hierarchy.
(Financial assets measured at fair value through other comprehensive income)
The Group measures financial assets at fair value when market values are available, and classifies such assets as Level 1 in the fair value hierarchy. The Group estimates fair values of financial instruments whose market values are unavailable using either the discounted future cash flows method, third-party appraisal, or another appropriate measurement technique. Such financial instruments are classified as Level 3 in the fair value hierarchy.
(Financial assets measured at fair value through profit or loss)
The Group measures financial assets at fair value when market values are available, and classifies such assets as Level 1 in the fair value hierarchy. The Group estimates fair values of financial instruments whose market values are unavailable using either the discounted future cash flows method, third-party appraisal, or another appropriate measurement technique. Such financial instruments are classified as Level 3 in the fair value hierarchy.
Financial assets and liabilities measured at amortized cost
The fair value of financial assets and liabilities measured at amortized cost is determined as follows.
(Financial assets measured at amortized cost)
Each receivable is categorized by period, and its fair value is the present value of future cash flows discounted by an interest rate that reflects time to maturity and credit risk.
(Loans payable)
As short-term loans payable is settled on a short-term basis, their fair values approximate their carrying amounts.
The fair values of long-term loans payable are calculated by the total sum of the principal and interest discounted by the interest rates that would apply if similar borrowings were conducted anew. For long-term loans payable at floating interest rates, however, the fair values approximate the carrying amounts because the interest rates are adjusted regularly at fixed intervals.
(Corporate bonds)
Fair values of corporate bonds are calculated based on market prices.
(Financial liabilities measured at amortized cost other than the above)
Each payable is categorized by period, and its fair value is the present value of future cash flows discounted by an interest rate that reflects time to maturity and credit risk.
Financial assets and financial liabilities measured at amortized cost are classified as Level 2 in the fair value hierarchy.
Fair value hierarchy
The following table is an analysis of financial instruments measured at fair value by valuation methods.
(Unit: millions of yen)
Level 1
Level 2
Level 3
Total
Derivative financial assets
-
12,924
-
12,924
Derivatives not designated as hedges
-
12,859
-
12,859
Derivatives designated as hedges
-
65
-
65
Equity instruments
25,033
-
10,450
35,484
Financial assets measured at FVTOCI(Note)
25,033
-
10,450
35,484
Debt instruments
-
-
7,000
7,000
Financial assets measured at FVTPL(Note)
-
-
7,000
7,000
Derivative financial liabilities
-
7,713
-
7,713
Derivatives not designated as hedges
-
5,719
-
5,779
Derivatives designated as hedges
-
1,933
-
1,933
Note: FVTO CI: Fair Value Thro ugh Other Co mprehensive Inco me / FVTPL: Fair Value Thro ugh Pro fit or Lo ss
The presence of any financial instruments subject to significant transfers between fair value hierarchy levels is determined at the end of every period. There were no financial instruments subject to significant transfers between the fair value hierarchy levels during the fiscal year ended December 31, 2025.
There were no significant changes in "Financial assets measured at fair value through other comprehensive income" classified as Level 3 during the fiscal year ended December 31, 2025.
Derivative financial assets are included in "Other current assets" and "Other financial assets" in the consolidated statements of financial position.
Equity instruments and debt instruments are included in "Other financial assets" in the consolidated statements of financial position.
Derivative financial liabilities are included in "Other current liabilities" and "Other non-current liabilities" in the consolidated statements of financial position.
Changes in financial instruments categorized within Level 3 of the fair value hierarchy during the year are as follows:
(Unit: millions of yen)
Balance as of January 1
14,115
Purchases
4,154
Sales
(489)
Other comprehensive income
(314)
Other changes
(14)
Balance as of December 31
17,450
Notes to Per Share Information
Equity attributable to owners of the parent per share 7,003.63 yen
Basic earnings per share 326.20 yen
Notes to Business Combinations
There are no significant transactions to disclose.
Notes to Significant Subsequent Events There are no items to disclose.
Independent Auditor's Report
February 4, 2026
To the Board of Directors of AGC Inc.:
KPMG AZSA LLC
Tokyo Office, Japan
Noriaki Habuto
Designated Limited Liability Partner
Engagement Partner Certified Public Accountant
Tsutomu Ogawa Designated Limited Liability Partner
Engagement Partner Certified Public Accountant
Takahiro Kajiwara Designated Limited Liability Partner
Engagement Partner Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated statement of financial position, the consolidated statement of profit or loss, the consolidated statement of changes in equity and the related notes of AGC Inc. ("the Company") and its consolidated subsidiaries (collectively referred to as "the Group"), as at December 31, 2025 and for the year from January 1, 2025 to December 31, 2025 in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position and the results of operations of the Group for the period, for which the consolidated financial statements were prepared, in accordance with the latter part of Article 120-1 of the Ordinance of Company
Accounting that prescribes some omissions of disclosure items required by International Financial Reporting Standards.
Basis for OpinionWe conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Japan (including those that are relevant to audits of the financial statements of public interest entities), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other InformationThe other information comprises the business report and its supplementary schedules. Management is responsible for the preparation and presentation of the other information. Audit & Supervisory Board and its Members are responsible for overseeing the directors' performance of their duties with regard to the design, implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board and its Members for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the latter part of Article 120-1 of the Ordinance