Annual Securities Report(Pursuant to Article 24, paragraph (1) of the Financial Instruments and Exchange Act)

Business year
(158th Fiscal Year)

From: April 1, 2022
To: March 31, 2023

Yamato Holdings Co., Ltd.
(E04187)
Note : This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between thistranslated document and the Japanese original, the original shall prevail.

TABLE OF CONTENTSPART 1 INFORMATION ON THE COMPANY ...................................................................................................................................................................1
I. Overview of the Company ...........................................................................................................................................................................................1
1. Changes in Principal Management Indicators, etc. ...............................................................................................................................................1
2. History....................................................................................................................................................................................................................3
3. Description of Business .........................................................................................................................................................................................5
4. Status of Subsidiaries and Associates ..................................................................................................................................................................7
5. Status of Employees ............................................................................................................................................................................................13
II. Business Overview...................................................................................................................................................................................................15
1. Management Policy, Management Environment and Tasks to be Addressed....................................................................................................15
2. Approach to Sustainability and Associated Initiatives .........................................................................................................................................18
3. Business and Other Risks ...................................................................................................................................................................................27
4. Management’s Analysis of Financial Conditions, Business Results and Cash Flows ........................................................................................32
5. Significant Management Contracts......................................................................................................................................................................40
6. Research and Development Activities .................................................................................................................................................................40
III. Property, Plant and Equipment ...............................................................................................................................................................................41
1. Overview of Capital Investments .........................................................................................................................................................................41
2. Overview of Major Facilities.................................................................................................................................................................................41
3. Planned Capital Investments and Disposals of Property ....................................................................................................................................45
IV. Status of the Reporting Company ..........................................................................................................................................................................46
1. Status of Shares, etc. ..........................................................................................................................................................................................46(1) Total Number of Shares, etc. .........................................................................................................................................................................46(2) Status of Stock Acquisition Rights, etc. .........................................................................................................................................................46(3) Status of Exercise of Moving Strike Convertible Bonds, etc..........................................................................................................................46(4) Changes in the Total Number of Issued Shares and Capital, etc. ................................................................................................................46(5) Composition of Shareholders ........................................................................................................................................................................47(6) Status of Major Shareholders ........................................................................................................................................................................47(7) Status of Voting Rights ..................................................................................................................................................................................50(8) Details of Stock Ownership System for Officers and Employees ..................................................................................................................51
2. Status of Acquisition of Treasury Shares, etc. ....................................................................................................................................................52
3. Dividend Policy ....................................................................................................................................................................................................54
4. Status of Corporate Governance, etc. .................................................................................................................................................................55(1) Overview of Corporate Governance ..............................................................................................................................................................55(2) Status of Officers ...........................................................................................................................................................................................63(3) Information about Audits ................................................................................................................................................................................73(4) Remuneration for Directors (and other officers) ............................................................................................................................................78(5) Status of Shareholdings.................................................................................................................................................................................82
V. Financial Information ...............................................................................................................................................................................................85
1. Consolidated Financial Statements, etc. .............................................................................................................................................................86(1) Consolidated Financial Statements ...............................................................................................................................................................86(2) Other ............................................................................................................................................................................................................134
2. Non-consolidated Financial Statements, etc. ....................................................................................................................................................135(1) Non-consolidated Financial Statements ......................................................................................................................................................135(2) Details of Major Assets and Liabilities .........................................................................................................................................................145(3) Other ............................................................................................................................................................................................................145
VI. Outline of Share-Related Administration of the Reporting Company ...................................................................................................................146
VII. Reference Information on the Reporting Company .............................................................................................................................................147
1. Information about Parent of the Reporting Company ........................................................................................................................................147
2. Other Reference Information .............................................................................................................................................................................147
PART 2 INFORMATION ON GUARANTORS, ETC., FOR THE REPORTING COMPANY ..........................................................................................148
INDEPENDENT AUDITOR’S REPORT

[Cover][Document title]

Annual Securities Report[Clause of stipulation]

Article 24, paragraph (1) of the Financial Instruments and Exchange Act of Japan[Place of filing]

Director-General of the Kanto Local Finance Bureau[Filing date]June 16, 2023

[Fiscal year]

158th Fiscal Year (From April 1, 2022 to March 31, 2023)[Company name]

ヤマトホールディングス株式会社 (Yamato Holdings Kabushiki Kaisha)[Company name in English]

YAMATO HOLDINGS CO., LTD.

[Title and name of representative]

Yutaka Nagao, President[Address of registered headquarters]

16-10, Ginza 2-chome, Chuo-ku, Tokyo[Telephone number]+81-3-3541-4141 (Switchboard)[Contact person]

Toshizo Kurisu, Executive Officer and Vice President, Responsible for Finance[Contact address]

16-10, Ginza 2-chome, Chuo-ku, Tokyo[Telephone number]+81-3-3541-4141 (Switchboard)[Contact person]

Toshizo Kurisu, Executive Officer and Vice President, Responsible for Finance[Place for public inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

PART 1 INFORMATION ON THE COMPANY
I. Overview of the Company
1. Changes in Principal Management Indicators, etc.
(1) Consolidated management indicators, etc.
Fiscal Year

154th

155th

156th

157th

158th

Closing Month and Year

March 2019

March 2020

March 2021

March 2022

March 2023

Operating revenue(Millions of yen)

1,625,315

1,630,146

1,695,867

1,793,618

1,800,668

Ordinary profit(Millions of yen)

54,25940,62594,01984,33058,066parent(Millions of yen)

25,682

22,32456,70055,95645,898Comprehensive income(Millions of yen)

26,987

17,28573,29247,276

46,114

Net assets(Millions of yen)573,388562,835

584,287

598,233

616,430

Total assets(Millions of yen)

1,123,659

1,100,739

1,089,991

1,086,854

1,107,587

Net assets per share(Yen)

1,435.15

1,441.20

1,553.45

1,611.34

1,684.87

Basic earnings per share

(Yen)

65.14

56.78

151.55151.03126.64

Diluted earnings per share

(Yen)

－

－

－

－

－

Equity-to-asset ratio

(%)

50.4

50.4

52.9

54.3

55.1

Return on equity

(%)

4.6

4.0

10.0

9.6

7.6

Price earnings ratio(Times)

43.9

29.9

20.0

15.2

17.9

Profit attributable to owners of

Cash flows from operating activities(Millions of yen)

118,093

74,433

123,92152,01689,953

Cash flows from investing activities(Millions of yen)

(54,872)(49,943)

44,078(58,943)(49,420)

Cash flows from financing activities(Millions of yen)

(70,947)(22,368)(123,247)(54,456)(38,617)(Millions of yen)

194,650

196,662

241,284

180,603183,225

225,125

224,945

223,191

216,873

210,197

Cash and cash equivalents
at end of period
Number of employees
Notes:

1.
2.

3.
4.

(Number ofpeople)Diluted earnings per share are not presented since no potential shares exist.
In calculating the net assets per share for the 156th and thereafter, the Company’s shares held by the Board Benefit Trust (BBT) are
included in the treasury shares deducted from the number of shares outstanding as of the end of the fiscal period. In addition, in
calculating the basic earnings per share, the Company’s shares held by BBT are included in the treasury shares deducted from thecalculation of the average number of shares during the period.
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and relevant
ASBJ regulations from the beginning of the 157th Fiscal Year, and the principal management indicators, etc. relating to the 157th andthe 158th Fiscal Years are those after applying the accounting standard and relevant ASBJ regulations.
The Company and its domestic consolidated subsidiaries have changed from the declining-balance method that was previously applied
as their depreciation method for property, plant and equipment to the straight-line method from the 157th Fiscal Year in order to allocate
costs in a manner that better reflects actual use of assets, and have accordingly modified useful lives of some vehicles. The principal
management indicators, etc. relating to the 157th and 158th Fiscal Years are those after applying such change.

-1-(2) The Reporting Company’s management indicators, etc.
Fiscal Year

154th

155th

156th

157th

158th

Closing Month and Year

March 2019

March 2020

March 2021

March 2022

March 2023

Operating revenue(Millions of yen)

29,44549,86444,86448,01047,189Ordinary profit(Millions of yen)

20,34236,551

22,686

43,205

42,116

Net income or net loss (-)(Millions of yen)

(5,316)

16,16912,622

47,16852,255

Share capital(Millions of yen)

127,234

127,234

127,234

127,234

127,234

411,339

411,339

388,575

388,575

379,824

Total Number of Issued Shares(Thousands ofshares)Net assets(Millions of yen)341,497

327,007294,863

310,596

333,868

Total assets(Millions of yen)

536,657

524,956

489,922403,163425,145(Yen)

866.14848.90794.73847.49921.59

28.00

41.00

46.00

46.00

46.00

[14.00][15.00][16.00][23.00][23.00](Yen)(13.49)

41.13

33.74

127.32144.17

Diluted earnings per share

(Yen)

－

－

－

－

－

Equity-to-asset ratio

(%)

63.6

62.3

60.2

77.0

78.5

Return on equity

(%)

(1.5)

4.8

4.1

15.6

16.2

Price earnings ratio(Times)(211.9)

41.3

90.0

18.0

15.7

(%)

(207.6)

99.7

136.3

36.1

31.9

244

284

389

25

21

Net assets per share
Dividend per share[Interim dividend per share (included
above)]
Basic earnings per share or
net loss per share (-)

Payout ratio
Number of employees(Yen)(Number ofpeople)Total shareholder return

(%)

108.2

66.2

118.0

92.0

92.8

[Benchmark index: TOPIX including
dividends](%)[95.0][85.9][122.1][124.6][131.8]Highest share price(Yen)

3,559.0

2,940.0

3,160.0

3,395.0

2,522.0

Lowest share price(Yen)

2,654.0

1,289.0

1,641.0

2,130.0

2,008.0

Notes:

1.
2.
3.

4.
5.
6.

7.

Diluted earnings per share are not presented for the 155th Fiscal Year and thereafter since no potential shares exist.
Diluted earnings per share are not presented for the 154th Fiscal Year since there was a net loss per share and no potential shares
exist.
In calculating the net assets per share for the 156th and thereafter, the Company’s shares held by the Board Benefit Trust (BBT) are
included in the treasury shares deducted from the number of shares outstanding as of the end of the fiscal period. In addition, in
calculating the basic earnings per share, the Company’s shares held by BBT are included in the treasury shares deducted from thecalculation of the average number of shares during the period.
The dividend per share of 41 yen in the 155th Fiscal Year includes the 100th anniversary commemorative dividend of 10 yen.
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and relevant
ASBJ regulations from the beginning of the 157th Fiscal Year, and the principal management indicators, etc. relating to the 157th andthe 158th Fiscal Years are those after applying the accounting standard and relevant ASBJ regulations.
The Company has changed from the declining-balance method that was previously applied as their depreciation method for property,
plant and equipment to the straight-line method from the 157th Fiscal Year in order to allocate costs in a manner that better reflects
actual use of assets, and have accordingly modified useful lives of some vehicles. The principal management indicators, etc. relating
to the 157th and 158th Fiscal Years are those after applying such change.
Highest share price and lowest share price are those recorded on the Prime Market of the Tokyo Stock Exchange from April 4, 2022.
The prices before this date were those recorded on the 1st Section of the Tokyo Stock Exchange.

-2-2. History
The Company’s predecessor (Yamato Transport Co., Ltd.) established in Kyobashi-ku Tokyo on November 29, 1919 with a share capital of 100,000
yen. Daini Yamato Transport Co., Ltd. was established as a procedure to increase capital in February 1929, and it merged with Yamato Transport
Co., Ltd. and changed its name to Yamato Transport Co., Ltd. with a share capital of 250,000 yen.
Nov. 1919

Founded in Kyobashi-ku, Tokyo with a share capital of 100,000 yen and four vehicles.

Apr. 1929
May 1949

Commenced regular delivery service between Tokyo and Yokohama (Japan’s first regular route transport service).
Listed its shares with the resumption of the Tokyo Stock Exchange.

Mar. 1950
Jan. 1951

Commenced forwarding business.
Signed a contract with Civil Air Transport (CAT) and started air freight agency operations.

Jan. 1952
Oct. 1957

Commenced sea cargo handling operations.
Established Yamato Shoji Co., Ltd. (currently: Yamato Autoworks Co., Ltd.)

Jun. 1958
Aug. 1958

Commenced the packing and shipping of artworks.
Entered into agency agreement with Japan Airlines Co., Ltd. and commenced handling cargo for domestic air routes.

Feb. 1960
Apr. 1966
Jan. 1973
Jan. 1976
Mar. 1977

Commenced handling mixed cargo for international air routes.
Commenced marketing of general port transportation business.
Separated the computer division and established Yamato System Development Co., Ltd.
Commenced the “TA-Q-BIN” small-lot delivery system service.
Established Kyokuto Lease Co., Ltd. (currently: Yamato Lease Co., Ltd.)Mar. 1980
Sep. 1981

Established YAMATO TRANSPORT U.S.A., INC.
The Company’s shares moved to the 1st Section of the Tokyo Stock Exchange.

Oct. 1982
Jul. 1985
Sep. 1985
Jul. 1986
Oct. 1986

Change of characters for Japanese trade name (with no change to English name).
Commenced new service that commodified moving services.
Established Yamato Home Services Co., Ltd. (currently: Yamato Home Convenience Co., Ltd.)
Established Yamato Collect Service Co., Ltd. (currently: Yamato Financial Co., Ltd.)
Established Yamato Transport Netherlands B.V. (Currently: YAMATO TRANSPORT EUROPE B.V.)

Jul. 1988
Dec. 1996
Mar. 1997
Nov. 1997
Apr. 2003

Commenced the “Cool TA-Q-BIN” service, Japan’s first refrigerated delivery system.
Commenced Year-end/New Year TA-Q-BIN services. Operating 365 days a year.
Commenced “Kuroneko Mail” service nationwide.
Commenced service to Ogasawara Islands, completing the nationwide TA-Q-BIN network.
The logistics business was partially split and merged with Yamato Logistics Co., Ltd.
The ocean forwarding business, customs clearance business, artworks transportation business and international moving
business were separated and merged with Yamato Global Freight Co., Ltd.
Shikoku Yamato Transport Co., Ltd. merged with Yamato Transport Co., Ltd.
Kyushu Yamato Transport Co., Ltd. merged with Yamato Transport Co., Ltd.
The moving division was separated and merged with Yamato Home Convenience Co., Ltd.
The car maintenance services division was separated and merged with Yamato Autoworks Co., Ltd.
Yamato Logistics Co., Ltd. and Yamato Parcel Service Co., Ltd. were combined with Yamato Global Freight Co., Ltd. throughan absorption-type merger, and that company changed its name to Yamato Logistics Co., Ltd.
Established Yamato Management Services Co., Ltd. to handle bookkeeping and accounting operations as well as personnel
affairs for companies in the Yamato Group.
Became involved in the management of Fine Credit Co., Ltd. (currently: Yamato Credit & Finance Co., Ltd.)With the transition to a pure holding company, Yamato Transport Co., Ltd. changed its name to Yamato Holdings Co., Ltd.
Delivery business, etc. was transferred to the Yamato Transport Successor Preparatory Company (currently: Yamato
Transport Co., Ltd.)
Yamato Transport Co., Ltd.’s express business separated and merged with Yamato Global Express Co., Ltd.

Oct. 2003
Oct. 2004
Nov. 2004
Apr. 2005
Nov. 2005

Apr. 2008
Aug. 2008
Aug. 2013

Yamato Logistics Co., Ltd. split into Yamato Logistics Co., Ltd. conducting the logistics business, etc. and Yamato Global
Logistics Japan Co., Ltd. conducting the international logistics services business, etc.
Completed construction of the integrated logistics terminal Atsugi Gateway.

Sep. 2013
Oct. 2013

Completed construction of the integrated logistics terminal Haneda Chronogate.
Established YAMATO RHQ DEVELOPMENT PTE. LTD (currently: YAMATO ASIA PTE. LTD.)

Mar. 2015
Apr. 2015

Abolished “Kuroneko Mail” service.
Commenced TA-Q-BIN Compact, Nekopos and the new post service Kuroneko DM-Bin.

Jan. 2016

Executed business and capital alliance with major Malaysian delivery company GD EXPRESS CARRIER BHD. (currently:
GDEX BHD.)-3-

Jul. 2016

Sep. 2016
Nov. 2017

Packcity Japan Co., Ltd., a joint venture company with Neopost Shipping S.A. (France), commenced open-type parcel
delivery locker business.
Agreed to acquire the shares of three OTL Group companies, which are based in Malaysia and operate cross-border landtransportation, and their business in Vietnam.
Completed construction of the integrated logistics terminal Chubu Gateway.
Commenced operations of the integrated logistics terminal Kansai Gateway.

Apr. 2020
Jun. 2020

60% of the issued common shares of Yamato Lease Co., Ltd. were transferred to Fuyo General Lease Co., Ltd.
Commenced the new “EAZY” delivery service for EC business operators.

Apr. 2021

Seven companies including Yamato Logistics Co., Ltd. and Yamato Financial Co., Ltd. were involved with Yamato Transport
Co., Ltd. in absorption-type mergers and absorption-type company splits.
Yamato Management Services Co., Ltd. merged with Yamato Transport Co., Ltd.

Aug. 2016

Sep. 2021
Jan. 2022
Apr. 2022

51% of the issued common shares of Yamato Home Convenience Co., Ltd. were transferred to ART MOVING COMPANY
Co., Ltd.
Due to the revision of the Tokyo Stock Exchange’s market categories, transferred from the 1st Section to the Prime Market of
the Tokyo Stock Exchange.

-4-3. Description of Business
The Yamato Group (the Group) comprises YAMATO HOLDINGS CO., LTD. (the Company), 44 subsidiaries and 28 affiliates and operates in two
types of business segments, namely the Retail Business Unit and the Corporate Business Unit, based on their customer segments.
The description of business and the positioning and relationship to reportable segments are as follows.
The Company is categorized as a specified listed company pursuant to Article 49, paragraph (2) of the Cabinet Office Order on Restrictions on
Securities Transactions. Accordingly, criteria for considering a material fact to be of minor importance for purposes of insider trading regulations
are determined on the basis of consolidated figures.
Business segment

Description of business
Engages in providing small-lot transportation services,
including TA-Q-BIN.

Retail Business
Unit

Transportation services for large corporations, planningand operation of logistics centers, customs services, aircargo agency service business, settlement services
businessEngages in maximizing the Group’s value to thecustomer by utilizing IT and maintenance functions andvarious forms of transportation business that support
both the retail and corporate business segments.
Other

Yamato Transport Co., Ltd.,YAMATO CONTACT SERVICE CO., LTD.,
Packcity Japan Co., Ltd.

Home delivery business for individuals and small andmedium-sized corporate customers
Provides value to the entire corporate logistics supply
chain.

Corporate Business
Unit

Main companies

Development, operation and management of IT
systems, vehicle maintenance business, fuel sales
business, nonlife insurance agent business, cargovehicle transportation service, roll box pallettransportation service

Yamato Transport Co., Ltd.,
Okinawa Yamato Transport Co., Ltd., Yamato Multi Charter Co., Ltd.,
Kobe Yamato Transport Co., Ltd., Konan Industry Co., Ltd., Yamato Dialog & Media Co., Ltd.,YAMATO TRANSPORT U.S.A., INC.,
YAMATO TRANSPORT EUROPE B.V.,
YAMATO ASIA PTE. LTD.*, YAMATO TRANSPORT (S) PTE. LTD.,
YAMATO TRANSPORT (M) SDN. BHD.,YAMATO CHINA CO., LTD., YAMATO INVESTMENT (HONG KONG) LIMITED*,YAMATO INTERNATIONAL LOGISTICS CO., LTD., Yamato Logistics (HK) Ltd.,TAIWAN YAMATO INTERNATIONAL LOGISTICS INC.,
GDEX BHD.,
37 other companies
Yamato Transport Co., Ltd.,
Yamato System Development Co., Ltd., Yamato Autoworks Co., Ltd.,
Yamato Autoworks Iwate Co., Ltd., Yamato Autoworks Hokushinetsu Co., Ltd.,
Yamato Autoworks Shikoku Co., Ltd., Yamato Autoworks Okinawa Co., Ltd.,YAMATO BOX CHARTER CO., LTD., Yamato Staff Supply Co., Ltd.,
Yamato Credit & Finance Co., Ltd., YMT-GB Investment Limited Partnership,
Box Charter Co., Ltd., Express Network Co., Ltd.,
Yamato Lease Co., Ltd., Yamato Home Convenience Co., Ltd.,
2 other companies* At the Company’s Board of Directors meeting held on February 17, 2023, the Company resolved to liquidate YAMATO ASIA PTE. LTD. and YAMATO
INVESTMENT (HONG KONG) LIMITED.

-5-

The following business structure chart shows the status of the above corporate group.

Business collaboration, mutualtransport, planning and proposals, etc.

Corporate
Business Unit

(Overseas)
YAMATO TRANSPORT U.S.A., INC.
Yamato Transport Europe B.V.
YAMATO ASIA PTE. LTD.
Yamato Transport (S) Pte. Ltd.
Yamato Transport (M) Sdn. Bhd.
YAMATO (CHINA) CO., LTD
YAMATO INVESTMENT (HONG
KONG) LIMITED
Yamato International Logistics Co.,Ltd.
Yamato Transport (HK) Ltd.
Taiwan Yamato International LogisticsInc.
GDEX BHD.*
Thirty-seven other companies
Includes 20 affiliates accounted for using equity
methodBusiness collaboration, mutualtransport, planning and proposals,
etc.

Other

(Domestic)
Yamato System Development Co., Ltd.
Yamato Autoworks Co., Ltd.
Yamato Autoworks Iwate Co., Ltd.
Yamato Autoworks Hokushinetsu Co., Ltd.
Yamato Autoworks Shikoku Co., Ltd.
Yamato Autoworks Okinawa Co., Ltd.
YAMATO BOX CHARTER CO., LTD
Yamato Staff Supply Co., Ltd.
Yamato Credit & Finance Co., Ltd.
YMT-GB Investment Limited Partnership(Domestic)
Box Charter Co., Ltd.
Express Network Co., Ltd.
Yamato Lease Co., Ltd.*
Yamato Home Convenience Co., Ltd.*
Two other companies

The company that submits consolidated financial statements
No marking

Consolidated subsidiary

Underlined

Non-consolidated subsidiary or affiliate* Affiliate accounted for using equity method-6-

Yamato Holdings Co., Ltd.

(Domestic)
Okinawa Yamato Transport Co., Ltd.
Yamato Multi Charter Co., Ltd.
Kobe Yamato Transport Co., Ltd.
Konan Industry Co., Ltd.
Yamato Dialog & Media Co., Ltd.

Business collaboration, mutualtransport, planning and proposals, etc.

(Domestic)
Yamato Contact Service Co., Ltd.
Packcity Japan Co., Ltd.*

Yamato Transport Co., Ltd.

Customer

Yamato Transport Co., Ltd. takes the leading role in integrating and maximizing the resources of each company and providing value to customers

RetailBusiness
Unit

4. Status of Subsidiaries and Associates
Name

Location

Share capital(Millions of yen)

Description of business

Ratio ofvoting rights
held
(%)

Relationship(Consolidated subsidiary)

YamatoTransport Co.,
Ltd.

*1
*2

YAMATO CONTACT SERVICE
CO., LTD.

Okinawa Yamato Transport
Co., Ltd.

Yamato Multi Charter Co., Ltd.

Kobe Yamato Transport Co.,Ltd.

Konan Industry Co., Ltd.

Tokyo
Chuo-kuTokyo
Toshima-ku

Okinawa
Prefecture
Itoman City

Kyoto City
Fushimi-ku

Kobe City
Chuo-ku

Hamamatsu City
Minami-ku

50,000

20

50

96

20

20

Retail Business Unit
Corporate Business Unit

Retail Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

-7-

100

100

100

100

100

100
(100)

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

4 Company officers

None
Entrusted with the Company’s
administrative operations, etc.
Leasing facilities.
None
1 Company officer

None
None
None
None
1 Company officer

375 million yen in loans forfunding.
None
None
None
1 Company officer

None
None
None
None
1 Company officer

None
None
None
None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Name

Yamato Dialog & Media Co.,Ltd.

YAMATO TRANSPORT
U.S.A., INC.

YAMATO TRANSPORTEUROPE B.V.

YAMATO ASIA PTE. LTD.
*1

YAMATO TRANSPORT (S)PTE. LTD.

YAMATO TRANSPORT (M)
SDN. BHD.

LocationTokyo
Chuo-ku

California
U.S.A.

Schiphol-Rijk
The Netherlands

Singapore

Singapore

Selangor
Malaysia

Share capital(Millions of yen)

100

Millions of US$
4

Millions of euro
8

Millions of S$
352

Millions of S$
55

Millions of RM
125

Description of businessCorporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

-8-

Ratio ofvoting rights
held
(%)

100

100

100

100

100
(84.4)

60(60)

Relationship
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

1 Company officer

None
None
None
None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

2 Company officers

Financialassistance

80 million yen in loans forfunding.

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Name

YAMATO CHINA CO., LTD.

YAMATO INVESTMENT(HONG KONG) LIMITED*1

YAMATO INTERNATIONALLOGISTICS CO., LTD.

Yamato Logistics (HK) Ltd.

TAIWAN YAMATO
INTERNATIONAL LOGISTICS
INC.

Yamato System Development
Co., Ltd.

Location

Shanghai
China

Hong Kong

Shanghai
China

Hong Kong

TaipeiTaiwanTokyo
Koto-ku

Share capital(Millions of yen)

Millions of RMB
50

Millions of HK$
970

Millions of RMB
120Millions of HK$
760

Millions of NT$
21

1,800

Description of businessCorporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Other

Ratio ofvoting rights
held
(%)

100

100

100
(100)

100
(100)

100
(100)

100

Relationship
Concurrent
positions held byofficers

1 Company officer

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

1 Company officer

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

1 Company officer

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

1 Company officer

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions

2 Company officers

Leasing of facilities
Other

-9-

None
Entrusted with the Company’ssystem operation andmanagement.
None
None

Name

Yamato Autoworks Co., Ltd.

Yamato Autoworks Iwate Co.,Ltd.

Yamato Autoworks
Hokushinetsu Co., Ltd.

Yamato Autoworks Shikoku
Co., Ltd.

Yamato Autoworks Okinawa
Co., Ltd.

YAMATO BOX CHARTER
CO., LTD.

LocationTokyo
Chuo-ku

Iwate Prefecture
Kitakami City

Niigata City
Nishi-ku

KagawaPrefecture
Nakatado-gun

Okinawa
Prefecture
Itoman CityTokyo
Chuo-ku

Share capital(Millions of yen)

30

1

30

1

30

400

Description of business

Other

Ratio ofvoting rights
held
(%)

100

95
(95)

Other

95
(95)

Other

100
(100)

Other

100
(100)

Other

Other

100

- 10 -

Relationship
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities

2 Company officers

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

None
None
None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

1 Company officer

None
None
None
None

Name

Yamato Staff Supply Co., Ltd.

Yamato Credit & Finance Co.,Ltd.

YMT-GB Investment Limited
Partnership

Box Charter Co., Ltd.

Express Network Co., Ltd.

LocationTokyo
Chuo-kuTokyo
Toshima-ku

TokyoShibuya-ku

TokyoChiyoda-ku

Tokyo
Minato-ku

Share capital(Millions of yen)

150

500

3,000

230

112

Description of business

Other

Ratio ofvoting rights
held
(%)

100

Other

70

Other

99.5

Other

56

Other

100

Relationship
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other
Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

1 Company officer

413 million yen in loans forfunding.
None
None
None
None

26,761 million yen in loans forfunding.
None
None
None

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities

None

Other

None

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

1 Company officer

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

None
None
None

None
None
None
None
None

None
None
None
None

(an equity method affiliate)

Packcity Japan Co., Ltd.

Tokyo
Chiyoda-ku

1,500

Retail Business Unit

- 11 -

49(49)

Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Name

Location

Selangor
Malaysia

GDEX BHD.

Yamato Lease Co., Ltd.

Yamato Home Convenience
Co., Ltd.

Tokyo
Toshima-ku

Tokyo
Chuo-ku

Share capital(Millions of yen)

Millions of RM
337

30

100

Description of businessCorporate Business Unit

Other

Ratio ofvoting rights
held
(%)

23.1
(23.1)

40

Other

49

Relationship
Concurrent
positions held byofficers

None

Financialassistance

None

Businesstransactions

None

Leasing of facilities

None

Other

None

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

1 Company officer

Concurrent
positions held byofficers
FinancialassistanceBusinesstransactions
Leasing of facilities
Other

None
None
None
None
2 Company officers

None
None
None
None

20 other companies*1.

Yamato Transport Co., Ltd., YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG) LIMITED are categorized as*2.

specified subsidiaries.
The operating revenue (excluding internal operating revenue among the consolidated companies) of Yamato Transport Co., Ltd. accounts
for more than 10% of consolidated operating revenue. However, since the operating revenue of that company (including inter-segment
sales or transfer) accounts for more than 90% of the operating revenue under the Retail Business Unit and the Corporate Business Unitin the segment information, the main profit and loss information has been omitted.

Note:

The figures in parentheses in the Ratio of voting rights held are the indirect holding ratios.

- 12 -

5. Status of Employees(1)Consolidated companies
As of March 31, 2023
Business segment

Number of employees (Number of people)

Retail Business Unit

170,835

Corporate Business Unit

18,671

Other

20,670

Corporate

21

Total

210,197

Notes:

1.
2.

(2)

Employees in the Retail Business Unit include employees in the Transportation department and Headquarters of Yamato Transport
Co., Ltd.
The number for “Corporate” is the number of employees of the Company.
Status of the Reporting Company
As of March 31, 2023

Number of employees (Number ofpeople)Average age (Years old)

21
Note:

Average length of service (Years)
53.6

Average annual salary (Yen)

25.6

11,420,516

Average annual salary (including tax) includes non-standard allowances and bonuses.
(3)

Status of the labor union
Yamato Transport Labor Union, etc. are organized in the Yamato Group. There are no particular matters to describe in relation to labormanagement relations.

(4)

Percentages of female employees in managerial positions, percentages of male employees who have taken childcare leave, and gender
pay gaps
The Yamato Group actively presents exemplary ways of working for its diverse employees to follow, so that they all have opportunities toachieve success. We pursue diversity, fairness, and inclusiveness in the workplace for our employees, including part-time and fixed-term
employees who work under limited conditions for working hours and/or places of work, among others.
Current fiscal year
Female employees
in managerial

Male employees
who have taken

consolidated subsidiary

positions (%)(Note 1)childcare leave (%)(Note 2)

Yamato Transport Co., Ltd.

6.3

YAMATO CONTACTSERVICE CO., LTD.

Reporting Company andGender pay gap (%)(Notes 1 and 3)
All employees

Permanent
employees

13.9

42.7

76.7

95.9

17.9

50.0

58.1

53.1

113.5

9.3

5.9

46.7

75.5

89.4

0.0

0.0

38.7

75.2

78.4

5.6

－

66.4

75.5

99.7

7.3

57.1

61.1

78.3

66.1

6.7

12.5

61.4

75.7

81.8

4.3

20.0

53.8

72.2

96.8

Yamato Staff Supply Co.,
Ltd.

25.0

0.0

87.0

75.2

87.8

Yamato Credit & FinanceCo., Ltd.

6.6

－

－

－

－

Okinawa Yamato Transport
Co., Ltd.
Yamato Multi Charter Co.,Ltd.
Konan Industry Co., Ltd.
Yamato System
Development Co., Ltd.
Yamato Autoworks Co., Ltd.
YAMATO BOX CHARTER
CO., LTD.

- 13 -

Part-time and fixedterm employees

Notes:1.
2.

3.

The percentages were calculated in accordance with the provision of the Act on the Promotion of Women’s Active Engagement inProfessional Life (Act No. 64 of 2015).
These calculated percentages are of employees who have taken childcare leave as specified in Article 71-4, item (i) of the Ordinancefor Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children
or Other Family Members (Ordinance of the Ministry of Labor No. 25 of 1991) in accordance with the provision of the Act on Childcare
Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members (Act No. 76 of
1991).
In regard to gender pay gaps, the Company’s personnel and wage systems are not gender-based. The gaps shown above are attributed
mostly to the fact that many female employees are part-timers who work fewer hours, and to differences in numbers of employees
between the lines of work.

- 14 -

II. Business Overview
1. Management Policy, Management Environment and Tasks to be Addressed
The management policy and management environment of the Yamato Group and its tasks to be addressed are as follows.
Forward-looking statements in the text are based on the judgment of the Yamato Group as of the date of submission of the Annual Securities
Report.
(1)

Management policy
With the Management Philosophy that Yamato helps enrich our society by enhancing our social infrastructure, creating more convenientservices for evolving lifestyles and industries, and developing innovative logistics and distribution systems, we are developing products andservices that are useful for enhancing the convenience of lifestyles.
In the future, as part of the social infrastructure, we will continuously contribute to the creation of an enriched society by creating a “newlogistics ecosystem” that meets the needs of customers and addresses social issues head on. In addition, we are also aiming for stable
management by promoting improved efficiency and working towards strengthening profitability such as by working to enhance productivity.

(2)

Objective indicators to judge the management environment, the management strategy and the status of achievement of the management
goals
In the economic environment during the fiscal year ended March 31, 2023, the impact of COVID-19 weakened and there has been progress
toward the normalization of economic activities. However, the global economy is slowing down due to the ongoing monetary tightening bymajor central banks in the U.S. and Europe against global inflation, including high energy prices and surging raw material prices accompanying
the unstable international situation. Furthermore, in Japan, personal consumption has stagnated due to rising prices, making it difficult toforesee a full-fledged economic recovery.
Meanwhile, COVID-19 has triggered the teleworking trend, and promoted a shift to online services in the fields of medicine and education,changing consumer behaviors and lifestyles, and the industry is becoming more e-commerce oriented.
Under such circumstances, we at the Yamato Group aim to realize sustainable enhancement of corporate value through “contribution to thecreation of an enriched society” as stated in our Management Philosophy. To this end, under a group management framework that mobilizes
the management resources of each Group company, we are working to provide comprehensive value to meet the needs of customers andsociety by transforming our supply chain in response to changing lifestyles and distribution structures, based on the medium-term management
plan “One Yamato 2023.”
Note that for the fiscal year ending March 31, 2024, the final fiscal year of the medium-term management plan, in consideration of factors suchas rising prices, consumer trends and other changes in our external environment, we have revised our targets to consolidated operating
revenue of 1.86 trillion yen, consolidated operating profit of 80.0 billion yen (consolidated operating profit margin of 4.3%) and ROE of 8.3%.
In the future, we will deepen the initiatives of reforming business structures based on changes in our external environment and progress inpreexisting management structure reforms. For network operation structure reforms, in addition to tackling the transformation of our TA-Q-BIN
network, which serves as our business foundation, and establishing and expanding dedicated networks that are optimized for logistics needs
in segmented growth domains such as our “e-commerce logistics network,” “network designated to temperature-controlled deliveries,” and“transportation & delivery network dedicated to corporate clients,” we will promote the reinforcement of our existing networks with theconsolidation and enlargement of our business offices as our starting point. Based on this new business foundation, we will endeavor to expand
the value we provide to the customers’ “end to end” supply chain that expands beyond Japan to the rest of the world as well as promote digital,
HR and environmental strategies that underpin business structure reforms to elevate profitability and growth power going forward. Additionally,
we will continue to reinforce our foundation for the sustainable enhancement of corporate value by endeavoring to strengthen sustainable
management and corporate governance.
Moreover, in order to accommodate challenges such as coping with the medium- to long-term declining trend of the working-age populationand the “overtime work cap (2024 issue)” accompanying the Act on the Arrangement of Related Acts to Promote Work Style Reform
promulgated in 2018 as well as ongoing cost increases accompanying price hikes, etc., Yamato Transport Co., Ltd. revised its reported freightrates, etc. effective April 3, 2023. We will continue to maintain and strengthen our transportation and delivery network and create anenvironment in which we can continue to provide better service to our customers by reviewing our reported freight rates, etc. every year,
considering the impact of changes in the external environment, and by responding to our logistics partners and others in a timely andappropriate manner.

(3)

Business and financial issues that require priority action
In the business environment surrounding the Yamato Group, the impact of COVID-19 has weakened and there is progress toward thenormalization of economic activities. However, the global economy is slowing down due to ongoing monetary tightening by major central banks
in the U.S. and Europe against global inflation, including high energy and raw material prices accompanying the unstable international situation.

- 15 -

Furthermore, in Japan, personal consumption has stagnated due to rising prices, making it difficult to foresee a full-fledged economic recovery.
In addition, the logistics industry is facing challenges such as coping with the medium- to long-term declining trend of the working-age
population and the “overtime work cap (2024 issue)” accompanying the Act on the Arrangement of Related Acts to Promote Work Style Reform
promulgated in 2018. Under these circumstances, at the Yamato Group we will continue to accelerate the following initiatives (i) through (iii) inorder to realize sustainable enhancement of corporate value through “contribution to the creation of an enriched society” as stated in ourManagement Philosophy.
In order to cope with the above challenges in the logistics industry and ongoing cost increases accompanying price hikes, etc., the Company
has revised its reported freight rates, etc. effective April 3, 2023. We will continue to maintain and strengthen our transportation and delivery
network and create an environment in which we can continue to provide better service to our customers by reviewing our reported freight rates,etc. every year, considering the impact of changes in the external environment, and by responding to our logistics partners and others in atimely and appropriate manner.
(i) Structural reform of network operations
We are promoting structural reform of our network and operations in order to meet the changing and diversifying needs of our customers,
and to respond more flexibly to the fluctuating workloads. In order to maintain and improve the safety and quality of the existing TA-QBIN network and operations, as well as comfort and job satisfaction, and to optimize operating costs, we will continue to consolidate
and increase the size of our bases, and reform the working style, personnel allocation, and framework at each base by subdividing andspecializing job definitions and streamlining work operations through the use of IT systems. Moreover, in order to reduce theadministrative operations of our frontline employees, we will continue to promote business process re-engineering (BPR) bystandardizing our operations as well as digitizing such tasks.
(ii) Expansion of corporate business area
The Yamato Group is focusing on the solutions business as a new growth area, aiming to solve customers’ management issues that
extend throughout the entire supply chain, amid increasing risk factors such as global political and economic blockages in the supply
chain and environmental issues.
In providing solutions, Sales and Operations work together with a thorough understanding of the customer’s industry, business purpose,and strategy, and then make full use of the Yamato Group’s management resources, including its domestic and international bases,transportation and delivery network, contract logistics, international forwarding and other logistics functions, finance, and IT systems. In
this way, we aim to become a lead logistics partner (LLP) that not only manages and operates logistics for our customers, but is also
involved in logistics strategy and planning. While leveraging the vast customer bases in Japan that we have cultivated through TA-QBIN, we will create optimal proposals based on sales information that is consolidated to our headquarters, facilitating frontline sales
initiatives as well as improving our solution design and operational design. Thus, we will provide value to our customers across theentire supply chain from Japan to global areas by streamlining backyard operations related to stores and e-commerce operations,
reducing opportunity loss in sales and optimizing inventories.
Furthermore, we will strive to achieve net-zero in-house GHG emissions by 2050. To this end, we will contribute to the realization ofsustainable logistics by promoting green logistics such as the introduction of EVs and cold storage transportation without using dry ice
to reduce the Company’s emissions, and at the same time, optimizing customers’ inventory and production activities and realizing
reductions in their GHG emissions while creating a more environmentally responsible supply chain through visualization of customers’
GHG emissions.
(iii) Promoting strategies for achieving sustainable enhancement of corporate value
The Yamato Group is working to strengthen its digital strategy, HR strategy, sustainable management, and governance as thefoundation for expanding the value it provides to the “end to end” supply chain and enhancing sustainable corporate value.
With regard to the digital strategy, we have strengthened our DX promotion framework and are working to promote DX in tandem withour business, such as expanding the value we provide to customers by utilizing our digital infrastructure and optimizing our management
resources. Regarding HR strategy, we are working to build an optimal human resources portfolio to create new added value and to
improve the work comfort and job satisfaction of our diverse employees.
To strengthen sustainable management, we are working on each of the identified key issues (material issues) to enhance corporate
value and realize a sustainable society over the medium to long term based on our two visions: “Connect. Deliver the Future via Green
Logistics.” and “Through Co-Creation and Fair Business Activities, Help Create a Society That ‘Leaves No One Behind.’” With regard
to the Environment, in order to realize “net-zero (in-house) GHG emissions in 2050” and “48% reduction in GHG emissions in 2030
(compared with FY2020),” we will continue to implement measures such as “introduction of 20,000 EVs,” “introduction of 810 solar
power generation units,” and “increase in the use of electricity derived from renewable energy sources.” In addition, with regard toSocial, we will continue to work toward the creation of an enriched society by, for example, respecting the diversity of human resources,
creating a work environment where employees can play an active role, addressing various social issues, and promoting community
development through co-creation.
We will also continue to strengthen governance by separating management supervision and execution, maintaining and enhancing- 16 -

management transparency, as well as enhancing corporate governance, and promote management reforms through a governancestructure with an emphasis on the speed of decision-making.

- 17 -

2. Approach to Sustainability and Associated Initiatives
The Yamato Group’s approach to sustainability and its associated initiatives are as follows.
Forward-looking statements in the text are based on the judgment of the Yamato Group as of the date of submission of the Annual Securities
Report.
(1)

Promotion of sustainable management
As we face pressing issues that must be addressed by society as a whole, such as climate change, a shrinking workforce, and human rights
and inequality, there is an increasing need for each company to respond to those social challenges. In considering these circumstances, theYamato Group promotes sustainable management with the aim of enhancing its corporate value over the medium to long term and realizing asustainable society.
(i) Governance
The Company deliberates and resolves important items related to sustainability at the Management Committee and the Board of
Directors. In addition, in order to promote sustainable management, with the President as the Committee Chair and the members
consisting of the Yamato Transport officers (Senior Managing/Managing Executive Officers, etc.) and the Presidents of major Group
Companies, the Yamato Group Environment Committee and the Yamato Group Social Promotion Committee meet once a year todeliberate and resolve sustainability issues. Also, in the area of “Environment,” four subcommittees (Energy, Climate & Atmosphere;
Resource Conservation & Waste; Management and Collaboration; and Products and Services) and in the “Social” area, threesubcommittees (Human Rights & Diversity; Supply Chain Management; and Local Community) meet three times a year to discuss
measures and check on their progress.

(Sustainability Promotion System)
Yamato Holdings Management Committee(Roles of Yamato Group Environment Committee and Social Promotion Committee)
A. The decision-making body for initiatives with regard to environmental issues of the Yamato Group.
It clarifies the direction of our initiatives, and examines, deliberates, and makes decisions with
Yamato Group Environment
Committee

regard to environmental issues while confirming the status of operations of the environmental
management system.
B. The Yamato Holdings Representative Director and President performs the top management roleof Environment Executive Officer, which includes receiving reports from the committee’s
members. The Environment Executive Officer evaluates the results of the committee’s activities,
conducts a review (Top Management Review) and determines future policy and other matters.
A. The decision-making body for initiatives with regard to social promotion of the Yamato Group. It
clarifies the direction of our initiatives with respect to important issues concerning society andlocal regions, and examines, deliberates and makes decisions with regard to policies for social

Yamato Group Social Promotion
Committee

promotion.
B. The Yamato Holdings Representative Director and President performs the top management roleof supervision, which includes receiving reports from the Yamato Group Social Promotion
Committee and from each company in the Yamato Group. The President evaluates the results ofthe committee’s activities, conducts a review, and determines future policy and other matters.

(ii) Strategy
With a view to the improvement of corporate value over the medium to long term and the realization of a sustainable society, in our“YAMATO NEXT 100” grand design for medium- to long-term management, the Company adopted its vision for the environment and- 18 -

society as well as identified the key materiality that it should address with priority. Moreover, under the “Yamato Group Environmental
Policy,” the “Yamato Group Human Rights Policy,” the “Basic Policy on Diversity” and the “Yamato Group Responsible Procurement
Policy,” we are promoting initiatives based on our “Sustainable Medium-Term Plans 2023,” through which we set forth concrete actions
to take towards our materiality and achievement targets for 2023.
(Vision for the Environment and Society)
Connect. Deliver the future via green logistics.
The Yamato Group will further promote its vision of “Connect. Deliver the future via green
logistics.” By leveraging cutting-edge connections between data, people, and resources, we will
Environmental Vision

increase the efficiency of transportation and provide delivery services that are better for the planet,
our customers’ lifestyles, and the economy. We will also support a strong, smart society by striving
toward virtually zero greenhouse gas emissions*1 and by creating business models based onsustainable resource use and consumption.
*1

In-house emissions (Scope 1 & Scope 2)

Through co-creation and fair business activities, help create a society that “leaves no one behind.”*2
As a social infrastructure company, the Yamato Group will contribute to improving the quality oflife of various people, including employees and customers, by reducing and eliminating various
Social Visioninequalities and obstacles in society. We will do this by delivering goods and value to everyone
through fair and efficient business processes.
By promoting digital innovation and our strengths offline, as well as co-creation with various
partners, we will be a leader in solving social challenges and creating a society that leaves no one
behind.
*2
To leave no one behind: A basic philosophy of the SDGs

(Material issues)- 19 -

(iii) Risk management
The Company deliberates and resolves challenges and risks in promoting sustainable management at meetings of the Yamato Group
Environment Committee and the Yamato Group Social Promotion Committee. In addition, important items are discussed and resolved
at the Management Committee and the Board of Directors as necessary.
Information on risk management with respect to climate change is stated under “Response to climate change.”(iv) Indicators and targets
The Company has set forth achievement targets for its material issues in its “Sustainable Medium-Term Plans 2023.” Information on
specific targets and progress therein is published in the Company’s Integrated Report.
(Integrated Report 2022_Strengthening of Sustainable Management)
https://www.yamato-hd.co.jp/english/investors/library/annualreport/pdf/e_ir2022_1_00_A3.pdf
Note that information on progress during the fiscal year ended March 31, 2023 is scheduled to be published in the “Integrated Report(2)2023” to be publicly released in the fiscal year ending March 31, 2024.
Promotion of HR strategies that support management strategies
Under the “One Yamato Structure,” which is centered on Yamato Transport and centralizes the management resources of the Group, theYamato Group is pursing initiatives geared towards the realization of sustainable business growth through providing enhanced value tocustomers’ “end to end” supply chain.
By promoting HR strategies linked with management strategies based on the “Yamato Group Human Resources Management Policy,” whichindicates the ideal personnel profile necessary for those initiatives as well as its approach regarding human resource management, the YamatoGroup will proceed to realize the sustainable enhancement of corporate value through “contribution to the creation of an enriched society” asstated in its Management Philosophy.
(i) Strategy
The Yamato Group is tackling business structure reforms by transforming its preexisting business structure centered on TA-Q-BIN andexpanding the value it provides to the customers’ “end to end” supply chain. We have established a human resources management
system to support these initiatives and have expressly documented the approach that forms our foundation for expanding humanresources management activities based on jobs in the form of the “Yamato Group Human Resources Management Policy.” Throughthe promotion of various HR measures based on this policy, we will draw out the activity and contributions of each individual employee
to the fullest and proceed to generate higher added value.

(Yamato Group Human Resources Management Policy)
Yamato endeavors to create value for the future, and further advance itself to continuously help enrich our society.
Yamato recognizes employee’s contribution and growth through fair evaluation and feedback, and aims to foster an inclusive work environment
where each individual feels actively engaged.
Yamato encourages employees who take ownership with a customer-centric perspective and sincerity, and rewards those who constantly strive to
be at their best with challenging opportunities and personal growth.
i. Building an optimal human resources portfolio to create added value
In conjunction with the consolidation and enlargement of our business offices and the revision of our terminal functions that we arepromoting as “structural reform of network operations,” which is one of our management strategy pillars, we will promote thereassignment of human resources who handle administrative duties and work operations for TA-Q-BIN. Additionally, we will subdivide
definitions of jobs for “sales drivers” who originally handled numerous functions that included collection, delivery and sales, and in city
areas where demand is concentrated, we will establish new jobs dedicated to delivery work. As such, we will proceed to define jobs
according to the needs of our customers and employees and appropriately assign human resources and tie those efforts into improved
job satisfaction and productivity.
Additionally, we will proceed to promote the recruitment and development of human resources needed to generate customer value ingrowth domains. On the recruitment front, we will clearly indicate human resource requirements and standards and bolster the
recruitment of specialized human resources for each domain, including corporate sales, contract logistics operations and digital,
together with human resources to serve as future management candidates. On the human resource development front, alongsidepresenting standard career paths for each human resource model with human resource requirements for successors to the President
at the highest level, we will enhance specialized training to cultivate the knowledge and skills required in business management anddevelop core human resources in each domain.
More specifically, starting in the fiscal year ended March 31, 2022, we have been implementing systematic training for both domestic
and overseas corporate sales personnel to outfit themselves with the mindset, knowledge and skills required of them in order to develop
them into corporate sales personnel capable of playing active roles in global business. Additionally, we are endeavoring to maximize- 20 -

performance by creating a structure through which managers evaluate and support the quality and quantity of actions in actual sales
activities.
In the fiscal year ended March 31, 2023, in an effort to form a deep understanding of our customers’ industries, business and supply
chains as a whole and enhance knowledge and skills for making concrete proposals to address their management challenges, wetackled the implementation of training in management analysis, more practical corporate sales courses and solution sales skill
enhancement training, the acquisition of related qualifications, the improvement of language skills, and other efforts.
Additionally, in the fiscal year ended March 31, 2022, we commenced digital education programs made up of a position-based training
curriculum, and have been working towards raising the digital literacy of all employees including senior management and developing
digitally literate employees.
Investment in human capital based on a “right people in the right positions” approach is needed in order to build such an optimal humanresources portfolio linked to our business strategies. We will put a structure in place for monitoring investments and the actualization of
their effects over the medium to long term, which will include the establishment of “human productivity” as a key indicator, and willproceed to promote associated initiatives.
ii. Improving work comfort and job satisfaction for diverse employees
To establish a foundation for realizing sustainable growth, we promote the fostering of a corporate culture that respects human rights
and diversity and measures to put a work environment in place where our employees can thrive. Moreover, we will link measures toboost an actual sense of employees’ own growth through their work as well as their true sense of contributing to the forward developmentof the company to the improvement of employees’ work comfort and job satisfaction and, in the process, their engagement.
The Yamato Group has positioned the “development of an environment in which non-Japanese employees are not left behind in theworkplace” and the “development of an environment in which diverse human resources can play active roles and support of women’s
empowerment” as priority challenges. Following a survey of the workplace environment at the terminals of Yamato Transport, whereroughly 90% of the approx. 9,500 non-Japanese individuals employed with the Yamato Group work, we found that insufficient
explanations and understanding regarding treatment and the nature of duties after entering the company that stemmed from language
issues was leading to inconvenience and a lack of work comfort for non-Japanese employees. To resolve this issue, we prepared amultilingual manual that contributes to the understanding of working regulations and the nature of duties, and are promoting its utilizationin the workplace. Additionally, as a measure aimed at the promotion of female employees to managerial positions, we are promoting a“development program aimed at female employees who seek to be a head of business offices.” In this program, both participants andtheir superiors prepare development plans for program participants and conduct training with “doing away with unconscious bias” as its
theme. In doing so, we back up the empowerment of ambitious female employees.
(ii) Indicators and targets(Indicators aimed at FY2027)
Indicator
Improvement of work

Human productivity*1

productivity*1

PeriodGrowth rate

FY2023→FY2027+15% (aim)

FY2019→FY2023+9% (actual)

FY2015→FY2019

0% (actual)(Consolidated operating revenue－consolidated subcontracting expenses)÷Consolidated personnel expenses
Indicator

Improvement ofengagement

Employeeawarenesssurvey*2

Record high value

FY2023Work comfort

72%

66%

Job satisfaction

68%

61%

Desire to continue
working

75%

70%

True sense of
employee growth

Level exceeding
72%

67%

74%

68%

True sense ofcontribution tocompany*2*3

Applicable scope: Consolidated subsidiaries in Japan and Swan Co., Ltd.
Applicable period: FY2017 onwards- 21 -FY2027

record high value*3

(Indicators and targets under Sustainable Medium-Term Plans with fiscal year ending March 31, 2024 as final year)
Material issues

Indicators and FY2024 targets

FY2022 actual

FY2023 actual+7.9%+11.2%

Reduced by 11.4%

Reduced by 7.0%

90.5%

98.1%

1.0x (348 women)/5.6%

1.1x (369 women)/5.7%

2.6%

2.9%

100% attendance at human rights

Holding of human rights

Holding of human rights

training for all employees (fulltimers)*2

training for new operational
executives

training for all eligible
employees

Improvement in operating revenue
per employee(versus FY2021 growth rate)
Labor

Reduction in overtime work per
employee
20% reduction compared withFY2021*1
90% annual paid leave utilization*2
Number of women in management(executives)
2x compared with FY2021 (672

Human rights &diversity

*1
*2

(3)

women)/10% of all managers are
women*2
2.5% percentage rate of employeeswith disabilities*2

Applicable scope: Consolidated subsidiaries in Japan
Applicable scope: Consolidated subsidiaries in Japan and Swan Co., Ltd.

Response to climate change
The Yamato Group recognizes that identifying the risks and opportunities that climate change issues pose to society and enterprises, evaluating
the impact, and developing countermeasures are essential for business sustainability. Based on the recommendations of the Task Force on
Climate-related Financial Disclosure (TCFD), we conducted a scenario analysis for Yamato Transport during the year ended March 31, 2022.
By clarifying the business impact of climate change issues and focusing on items that will have a significant impact, we will work on measures
to improve sustainability of our business and enhance our corporate value by engaging in dialogue with our stakeholders.
(i) Governance
The Yamato Group deliberates and resolves on environmental issues, including climate change, based on an environmental
management framework with the Environment Committee as the decision-making body, while the Board of Directors supervises theexecution of these decisions.
Specifically, the President and Representative Director chairs the Environment Committee and is responsible for overseeing
environmental management. Then, important items discussed by the Environment Committee, such as Basic Policy on environmental
issues, including climate change, are deliberated and resolved by the higher-level Management Committee and the Board of Directors.
In addition, as environmental officers, the Executive Officers in charge of environmental fields and overseeing each region, and thePresidents of Group companies are responsible for ensuring the implementation, maintenance, and oversight of environmental
management, including the preparation of the necessary management resources.
Furthermore, in principle, all general managers and heads of field organizations are “environmental managers,” responsible formanaging risks and opportunities related to the environment, including climate change.
(ii) Strategy
STEP 1: Assessment of risk importance[Criteria for assessing importance]
We have established the level of importance in accordance with three grades (high, medium and low) based on criteria for evaluating
the financial impact of revenue and costs incurred over a one-year period.
High: 10 billion yen or greater; medium: 1 billion yen or greater but less than 10 billion yen; low: less than 1 billion yen[Assumed time period]
Short term (up to 2023); medium term (from 2024 to 2030); long term: (2031 and beyond)- 22 -

Impacts of climate change on the Yamato Group
Risks
Category

Type

Policy andLegal

Risk driver(1) Carbon
Pricing(ii)
Strengthened
emissions
reportingrequirements(iii) Rising
expectations
for adding newtechnologies
and high value
Technology to services

Magnitude of impacts

Occurance timingHigh

Medium-term—

Low

Medium-term

We may be chosen by customers as partners
and revenue may increase if we introduce
transportation means that will curb CO₂
emissions as the shift to a low carbon society
takes place.

Low

Medium-term

If we promote low-carbon transport byintroducing electric vehicles, energy used forvehicles may change from fossil fuels toelectricity and procurement costs may fall.

MediumMedium-term

MediumMedium-term

HighMedium-term

Low

Medium-term

Low

Medium-term

We may reduce losses of business
opportunities and expenses for restoration by
relocating at an early stage business sites toplaces where the risk of natural disasters is
low.

MediumShort-term—

Low

Long-term—

Low

Medium-term—

Low

Long-term

Risks

Opportunities

Profit may decline if we cannot pass carbon Revenue may increase if low-carbon transport
tax on to prices.
is sold as added value.
Revenue may decrease due to a loss inreputation if false reporting is made andfound.
System development costs and personnel
expenses may increase in response torequests by business partners for precise
reporting of GHG emissions.
Revenue may decrease in the event of
delays in responding to the transportationmeans and the deeper penetration ofmaterials for curbing CO₂ emissions
accompanying the shift to a low carbon
society.

(iv) Request for
Expenses for introducing low-carbon
low-carbon
vehicles and equipment will increase.
transport

Expenses for energy used for vehicles and The energy self-sufficiency rate may rise andfacilities may increase due to sharp rises in energy costs may fall, reflecting the introduction
fuel prices and electricity prices caused by of renewable energy power generation
the deeper penetration of renewablefacilities and solar power systems and theenergy, etc.
promotion of energy-savings activities.
In eco-friendly corporate and organizational
clients and those in EU countries, if
expectations for reduced CO₂ emissions
throughout the supply chain and growing
Our service may be avoided and revenue
consumer expectations relating to climate(vi) Rise in
may fall if we fail to fully respond to the rising change and ethical consumption are met, ourconsumers and awareness of corporate and organizational service will be chosen, thereby resulting incustomers'clients of the need to reduce CO₂revenue increase.
environmental emissions throughout the supply chain andawarenessconsumers' rising awareness of climate
If consumers actively use delivery lockers andchange and ethical consumption.
pickup services at sales offices, redelivery due
to absence may be reduced and delivery
efficiency may improve, which may reduce
working hours and related costs.
(v) Change inenergy mix

Transition
Risks

MarketExpectations for the transport industry are(vii) Criticism ofhigh because it affects Scope 3 emissions
the industrial
in other industries. If it fails to achieve lowsector
carbon transport, revenue may decline.
Reputation
If we are categorized as a company that is(viii) Impact on
not environmentally sustainable, funding
funding
may become difficult.

Acute

More frequent extreme weather events maylead to the more frequent suspension ofbusiness due to their effects on employees,
delays in the recovery of facilities affectedby extreme weather, and power and fuel(ix) Increase in supply disruptions, which in turn may cause
frequency and a decrease in revenue.
severity ofIf customers' facilities and products are
extremeweather events affected and shipments stop, revenue may
fall.

—
Funding may diversify with a shift to a low
carbon society, and funding by a variety ofmeans may become easier.
Higher evaluation for our environmental
initiatives will result in an expansion in
investment and stock price stabilization.
Increasing our capability to deal with natural
disasters may increase demand from
customers that are concerned about more
extreme natural disasters, and this may
increase revenue.

Damage to logistics facilities andequipment and cargo may increase losses
and repair costs.

(x) Rising sea
levelsCosts may increase due to the impact ofincreased insurance premiums andexpenses for flood disaster measures atlogistics sites located in coastal areas

Decreases in shipments from customers(xi) Change insignificantly affected by climate change andrainfall patterns
water risk may cause a decrease inand extreme
revenue.
changes in
Delays in delivery due to disruptions toweatherroads caused by flooding may increase
patterns
related expenses.

Physical
Risks

Chronic(xii) Rise inaveragetemperatures

Rising average temperatures may increase
health damage, including heat stroke, toemployees and may lead to difficulty inhiring employees and an increase inemployees who leave the company, which
in turn leads to increases in expenses,
including personnel cost and recruiting
expense.
Rising average temperatures may cause anincrease in energy consumption fortemperature control at logistics facilities,
which may result in an increase in utility
costs.
Local specialties may not be able to be
harvested, which may cause a decrease inrevenue from the delivery of fresh produce.

- 23 -

STEP 2: Definition of scenario categories
In the scenario analysis that we performed in the fiscal year ended March 31, 2022, we envisioned the below two scenarios for Yamato
Transport based on information from the UN Intergovernmental Panel on Climate Change (IPCC), the International Energy Agency(IEA)*1, and so forth.
A. 1.5℃ Scenario*2:

B. 4℃ Scenario:

The incurrence of costs associated with reducing carbon emissions will become necessary and wemust enforce stricter regulations and higher fuel and electricity costs; however, sustainability is the
key to creating and offering competitive products in the society under this scenario.
While we will continue to practice our current style of management, incurring costs to address
damages from natural disasters, etc. in each area of operation will become necessary in the society
under this scenario.

*1 IPCC: RCP8.5
IEA: Net Zero Emissions by 2050 Scenario, Sustainable Development Scenario, Stated Policies Scenario, etc.
*2 See 2℃ Scenario for items with no scenario for 1.5℃
STEP 3: Evaluation of business impact
In the fiscal year ended March 31, 2022, recognizing the possibility that the introduction of a carbon tax and abnormal weather anddisasters would exert a particularly large impact on revenue and costs among the risks that we extracted, we performed the below
analysis and business impact evaluation.
●Items evaluated
A. Financial impact from introduction of carbon tax
B. Financial impact from decreasing revenues and increasing repair costs for facilities and equipment due to abnormal weather anddisasters●Details
A. Financial impact assessment regarding introduction of carbon tax
We calculated business impact in 2030 and 2050 related to calculations upon the full introduction of a carbon tax. As a result of
estimating the impact from cost increases with the carbon tax price assumed to be 130 dollars/t for 2030 and 250 dollars/t for 2050,
we calculated that estimate to be 13.3 billion yen for 2030 and 25.6 billion yen for 2050.
B. Financial impact assessment regarding decreasing revenues and increasing repair costs for facilities and equipment due toabnormal weather and disasters
As a result of estimating business impact of the decrease in revenues due to abnormal weather such as increasingly severe
typhoons and heavy rain caused by linear rainbands, and the increase in damaged facility and equipment repair costs*3, we
calculated that estimate to be 1.9 billion yen for 2030 and 3.8 billion yen for 2050.
*3 Estimated using disasters that occurred in past as reference
STEP 4: Direction of countermeasures
A. Introduction of carbon tax
The Yamato Group is working towards its high adopted target of virtually zero in-house emissions by the year 2050 in order toreduce greenhouse gas (GHG) emissions.
a. Having adopted a reduction of 48% compared with FY2021 as our target value for 2030, our primary planned measures forrealizing that target include introducing 20,000 low-carbon vehicles (mainly EVs) and 810 solar power generation units by 2030.
By doing so, we estimate reduction effects of 6.1 billion yen by 2030 compared to if we did not take this initiative.
b. Should we achieve virtually zero in-house emissions by also bolstering other measures, such as introducing EVs with cartridge
batteries and other low-carbon vehicles and increasing the use of electricity derived from renewable energy sources throughthe further installation of solar power generation equipment, with a view to 2050, we envision that we will be able to eliminate
the financial impact of a carbon tax.
c. We are looking into introducing internal carbon pricing with the aim of proactive capital investment in low-carbon transition.
B. Decrease in revenues due to abnormal weather and disasters and increase in damaged facility and equipment repair costs
In addition to store openings utilizing a hazard map and regular updates to its BCP manual, the Yamato Group examines thecommunication of information on adapting to climate change to internal members and external partners. In the future, we will performdemonstrations of utilization models of renewable energy that boosts resilience and EVs with cartridge batteries.
Furthermore, we will continue to examine countermeasures by reevaluating business impact while adding preconditions, including
elevating assumptions of places and scales of occurrence.

- 24 -

(iii) Risk management
A dedicated department has been established in our Company to oversee the promotion of measures related to climate change
throughout the Yamato Group. In addition, each Group company has appointed an environmental officer (President and Representative
Director) and an environmental promotion representative (Promoter), as the entire Group promotes action against climate change.
The Yamato Group Environment Committee, chaired by the President and Representative Director and composed mainly of Yamato
Transport Executive Officers, regional managers, and Presidents of major Group companies, meets once a year to deliberate andresolve issues and risks related to the environment, including climate change. In addition, important items are discussed and resolved
at the Management Committee and the Board of Directors as necessary.
(iv) Indicators and targets
A. Indicators used in evaluations of climate-related risks and opportunities in accordance with strategy and risk management
processes
As indicators to manage response to climate change, for migration risk, the Yamato Group refers to energy-related indicators suchas “carbon pricing” published in the World Energy Outlook by the IEA. For physical risk, we reference data such as flood occurrence
frequency to understand changes in trends using the likes of materials based on climate change that are disclosed by the Ministryof Land, Infrastructure, Transport and Tourism, the Ministry of Education, Culture, Sports, Science and Technology, and the Japan
Meteorological Agency.
B. Greenhouse gas (GHG) emissions(Unit: tCO2e)
FY2019FY2020

FY2021

FY2022

Scope 1

668,367

661,193

668,554673,213

Scope 2

268,228

255,694

252,307229,042936,594

916,887

920,861

902,254

1,381,380

1,716,512

1,750,716

2,297,206

2,317,975

2,633,398

2,671,577

3,199,460

Scope 1 & Scope 2 total(in-house emissions)
Scope 3
Scope 1, Scope 2 & Scope
3 total・Applicable scope of Scope 1 & Scope 2: Consolidated subsidiaries in Japan and Swan Co., Ltd.
・Applicable scope of Scope 3: Categories 1, 2, 3, 4, 5, 6, 7, 11 and 12
C. Targeted and actual figures used in climate change-related risk and opportunity management[Targeted GHG emission reductions*]
Short term: 10% reduction by 2023 compared with FY2021
Medium term: 48% reduction by 2030 compared with FY2021
Long term: Virtually zero emissions by 2050
*In-house emissions (Scope 1 & Scope 2)[Actual GHG emissions*]
902,254 tCO2e for FY2022 (2% reduction compared with FY2021)*In-house emissions (Scope 1 & Scope 2)[Targeted ratio of electricity derived from renewable energy sources]
Short term: 40% of overall electricity by 2023*
Medium term: 70% of overall electricity by 2030
*To achieve the short-term target for GHG emission reductions, the targeted ratio was raised from the ratio (30% of overall electricity)
set when formulating the Medium-Term Environmental Plan.
[Actual ratio of electricity derived from renewable energy sources]
11% of overall electricity for FY2022
Note that the actual figure for FY2023 is scheduled to be published in the “Integrated Report 2023” to be publicly released in thefiscal year ending March 31, 2024.
In parallel with implementing measures aimed at achieving the above targets, we are considering obtaining accreditation for the
SBT 1.5°C.

- 25 -

Note that disclosures on “2. Approach to Sustainability and Associated Initiatives” have been made with the judgment that there are no
significant differences between the situation at the Company and its consolidated subsidiaries and the situation in the Yamato Group,
including its non-consolidated subsidiaries, etc.

- 26 -

3. Business and Other Risks
Among the matters related to business conditions, accounting conditions, etc., as described in the Annual Securities Report, the major risks thatare recognized as having a significant impact on the Yamato Group’s business results, etc., from the perspective of their impact on management
and the likelihood that they will materialize, are categorized as risks related to the business environment and corresponding strategies, and risks
related to business operations, and they are summarized as follows.
Forward-looking statements in the text are based on the judgment of the Yamato Group as of the date of submission of the Annual Securities
Report.
(1)

Risks related to the business environment and corresponding strategies(i) Risks due to changes in the market and competitive environment
The global economy is slowing down due to the ongoing monetary tightening by major central banks in the U.S. and Europe against global
inflation, including high energy prices and surging raw material prices accompanying the unstable international situation. The progress in theshift to e-commerce is also changing the competitive environment surrounding the Yamato Group, not only intensifying competition withlogistics providers, but also making it more important to have strategic relationships with EC platforms that are converting to in-house logistics,
as well as the need to be aware of start-ups that have the potential to change business practices through digital means. In such an environment,
failure to respond to the changing and diversifying needs of consumers and the logistics needs of corporate customers who are restructuring
their existing distribution structures could result in a decline in operating revenues and missed growth opportunities, which could affect the
Yamato Group’s business results. In addition, if we do not work on corporate activities for the development of a sustainable society, we may
face a decline in customer support, deterioration in relationships with the regional society, difficulty in securing talented human resources, andhigher financing costs. This may affect the business results of the Yamato Group in the mid- to long-term.
In light of these risks, the Yamato Group is working to achieve sustainable growth by expanding the value it provides to the “end to end” supply
chain to address the diversifying needs of customers and society.
In the expansion of corporate business area, we are working to provide value to the entire supply chain of our customers, such as by helping
optimize logistics costs through balancing adjustment of inventories and reduction of lead time for delivery and transportation, in response to
the growing demand for e-commerce and changes in the supply chains of corporate customers.
Furthermore, in the structural reform of network operations, we are establishing an e-commerce logistics network mainly in the urban areas inresponse to growing e-commerce demand. At the same time, we are working on the improvement in productivity of the entire logistics network
as well as the optimization of operating costs by consolidating and increasing the size of TA-Q-BIN offices, which had been small and multistore operations, redefining terminal functions, and promoting improvement in work operation efficiency using IT systems, among others.
In addition, while promoting our digital strategy, HR strategy and environmental strategy that support these business transformations, we strive
to strengthen sustainable management and reinforce corporate governance, which serves as the foundation for initiatives to sustainably
enhance corporate value.
(ii) Risks due to the declining working population
Many of the businesses operated by the Yamato Group are labor-intensive, and it is essential for us to secure high-quality human resources
as our workforce and to assign them to their positions appropriately. If the supply-and-demand for labor becomes even tighter due to a decline
in Japan’s working population and it is not possible to secure sufficient human resources including transportation and delivery partners, or if
costs significantly increase due to more intense competition over human resources, the Yamato Group’s business results may be affected.
In light of these risks, the Yamato Group is building an environment in which employees are motivated to work and can advance through an
attractive personnel and evaluation system that contributes to the acquisition and retention of human resources, and promoting the re-hiringof employees who have reached retirement age and possess knowledge and expertise. It is also developing a workplace environment in whichhuman rights and diversity are respected and employees can work with greater peace of mind, and working to strengthen cooperation with ourtransportation and delivery partners, including in terms of safety and quality. Furthermore, we are working to optimize the allocation ofmanagement resources based on data analysis, optimize and standardize transportation processes including trunk lines, reduce inter-basetransportation by consolidating and increasing the size of bases, and improve overall network productivity through operational reform,
automation, and digitalization of work, while promoting business process reform (BPR) to standardize, computerize, and consolidate
administrative and indirect operations.

- 27 -

(iii) Risks involved in the evolution of technology
The logistics industry in which the Yamato Group operates is undergoing various changes due to the evolution of technology, such as resource
optimization through the utilization of AI, IoT, big data, and more, the automation of warehouse operations through the utilization of robotics,
and reformation of trunk route transportation and last-mile delivery through the utilization of drones and automated driving. If the Yamato Groupis unable to respond appropriately to the emergence of new business models expected in the short to mid-term, or if there is a misunderstandingof technological trends or inadequacies in the implementation method of cutting-edge technologies, the investment effect may not be achieved
as expected, which may affect the Yamato Group’s business results.
In light of these risks, the Yamato Group is bringing together internal and external digital specialist personnel to promote the implementationof cutting-edge technologies. We are also striving to quickly detect technologies and business models that could become a threat to the YamatoGroup through direct investment and CVC funds in the digital field, as well as to create new growth models through open innovation.
(iv) Risks involved in information security
In addition to confidential business information, the Yamato Group also holds a great deal of personal and customer information through its
logistics operations and commissioned information processing. If information were to be leaked externally or data were to be lost due to causessuch as cyber-attacks or inadequate management, the business results of the Yamato Group may be affected due to damaged public trust,claims for damage compensation, and doubts about the digital strategy we are promoting. In addition, if the TA-Q-BIN system were to go down
due to a cyber-attack, etc., and TA-Q-BIN deliveries were to be suspended nationwide, the Yamato Group’s business results could be affectedby lost revenue opportunities, etc.
In light of these risks, the Yamato Group is engaged in organizational and personnel-based measures as well as multi-layered technicalmeasures assuming more advanced and more sophisticated cyber-attacks. Security measures include 24 hours a day and 365 days a year
monitoring against unauthorized access to the network and unauthorized entry into the facility. In addition, as a countermeasure against systemoutages due to broad-based disasters, we have decentralized data centers for critical systems and operate mutual backups. As acountermeasure against system breakdowns, we have maintenance contracts with manufacturers to deal with hardware degradation over timeand potential bugs in their products, and we are constantly coordinating information on problems or defects.
(v) Risks involved in depopulation of the region
Japan, which is the Yamato Group’s main market, is experiencing a decline in the total population as well as a variety of issues in regional
lifestyles and regional economies. In depopulated and aging regions, declining delivery efficiency and a shortage of human resources for
pickup and delivery have become apparent. In the future, the business results of the Yamato Group may be affected if problems such as thedecline of the regional social infrastructure due to a shrinkage of the local economy become more serious, or if it becomes more difficult tomaintain a logistics network that covers the entire country in fine detail from a mid- to long-term perspective due to the decreasing profitability
in such regions.
In light of these risks, the Yamato Group is working to reinforce the existing network, such as by consolidating and increasing the size of its
bases mainly in urban areas, reforming the working style of employees through subdividing and specializing job definitions, and appropriately
allocating personnel in tandem with the reform, in order to improve productivity across its entire logistics network. Additionally, the offices incharge of regional management will take the lead in promoting initiatives to contribute to the sustainability of local communities by rebuilding
supply chains as local infrastructure in cooperation with local stakeholders, including local governments.

- 28 -

(vi) Risks involved in climate change
The Yamato Group uses a large number of vehicles to carry out its business. If global environmental issues, including climate change, become
more serious, and if greenhouse gas (GHG) emission regulations or reduction obligations are tightened, or if carbon taxes are raised, theYamato Group’s business results may be affected due to increased costs for the introduction of low-carbon vehicles and facility renovations,etc. Also, with consumers becoming increasingly conscious of environmentally friendly consumption and with corporate customers’ demands
to reduce GHG emissions throughout their supply chains, if we are unable to meet the expected low-carbon transportation, operating revenues
may decrease due to a decline in customer support, which may affect the Yamato Group’s operating results among others. In addition, if thetransition to a low-carbon society does not progress, the long-term effects could include frequent suspension of business activities due todamage to employees and facilities, road cutoffs, or power and fuel supply outages caused by more severe or more frequent natural disasters,
which could affect the Yamato Group’s operating results.
In light of these risks, the Yamato Group has set a medium-term target of reducing GHG emissions by 48% by 2030 compared to the fiscal
year ended March 31, 2021, and is promoting initiatives such as “introduction of 20,000 EVs,” “introduction of 810 solar power generation
units,” and “increase in the use of electricity derived from renewable energy sources,” in order to achieve the long-term target of effectively
zero GHG emissions (in-house emissions) by 2050. In addition, the entire Group is working to improve its resilience by strengthening its crisis
management system in anticipation of various emergency situations caused by natural disasters. Specifically, we are conducting drills basedon the business continuity plan (BCP), assessing the risk of flood damage to facilities, reallocating bases, and continuously reviewing manuals
related to post-disaster response, suspension of pickup and delivery, maintenance work, etc. in preparation for unexpected disasters.
(vii) Risks involved in M&A and capital and business alliances
The Yamato Group has been implementing capital and business alliances and the like with overseas logistics companies in order to respondto the expansion of cross-border logistics with the goal of sustainable growth. However, if we are unable to achieve the expected results due
to changes in the business environment or competition, or if unforeseen business problems occur, our business results may be affected.
In light of these risks, the Yamato Group makes decisions on investment projects after thoroughly examining the business model we should
aim for based on the results of feasibility studies and other factors, and in light of the business feasibility determination rules, continues to
conduct periodic monitoring after investment.
(2) Risks related to business operations(i) Risks involved in compliance
The Yamato Group promotes management that places the utmost priority on compliance. However, it may not be possible to completely avoid
compliance risks in products and services, work and safety, and the entire supply chain, and if a situation that infringes on a law or regulation
were to occur, the Yamato Group’s social trust and brand image could be damaged, and additional costs could be incurred in response to that
occurrence. This may affect the business results of the Yamato Group.
In light of these risks, in order to improve the soundness of our Group management, the Yamato Group is striving to enhance our Group
governance by appropriately operating our product management process based on our product management regulations, implementing
philosophy training for employees, and working to quickly discover and appropriately respond to inappropriate cases through our whistle blower
system and questionnaires for cooperating companies and partners.
(ii) Risks involved in large-scale natural disasters
The Yamato Group’s main business is the transportation of parcels by vehicle, and we operate our business assuming the safety and healthof our employees, the maintenance of our vehicles and facilities, and the stable supply of fuel and electricity. In the event of an unexpectedlarge-scale natural disaster, the Yamato Group’s business results could be affected by a shortage of human resources due to employees
becoming victims, business stoppages due to damage or submersion of vehicles, information equipment, or facilities, power or water outages
or shortages of fuel or supplies, incurring repair or replacement costs for vehicles or facilities, or a decrease in shipment volume due tocustomers becoming victims, from immediately after the disaster and over the medium to long term.
In light of these risks, the Yamato Group, as a corporate group responsible for social infrastructure, has formulated a business continuity plan
(BCP) to ensure that we can continue to provide stable services even in unexpected situations. In addition, in light of our experience of theGreat East Japan Earthquake that occurred in 2011 and other such disasters, we are working to strengthen the crisis management systemthroughout the Group to respond to a variety of hypothetical emergency situations. We then conduct BCP drills, assess the risk of flood damage
to our facilities, and reallocate our bases, as well as continuously review manuals related to post-disaster response, suspension of pickup anddelivery, maintenance work, etc., in preparation for unexpected disasters. In the event of an emergency, based on our basic BCP policy, whichis centered on “placing the highest priority on human life,” “aiming for early restoration of the business of each Group company,” and “meetingthe expectations of the local community as a social infrastructure,” we will establish an internal task force in accordance with our standards,
respond in cooperation with the Group companies, and work to provide value to the affected areas and customers in response to their issues.

- 29 -

(iii) Risks involved in serious traffic accidents and occupational accidents
The Yamato Group conducts its business activities using vehicles on public roads, and if a serious traffic accident were to arise, the YamatoGroup could suffer a drop in social trust, discontinuation of the use of its vehicles due to administrative punishment, discontinuation of business
operations at its offices due to the violation point system, revocation of its business license, and other measures. This could result in businessbeing disrupted or suspended. In addition, causing a serious occupational accident that impairs the occupational safety of employees andothers could affect the business results of the Yamato Group.
In light of these risks, the Yamato Group places the utmost priority on respect for human life, and is working to promote transportation safety
management, to formulate and comply with rules to ensure safety, to maintain facilities and systems, to provide safety education and raiseawareness among employees, to implement periodic checks by the Audit Division on the status of compliance with laws and regulations inoperations and maintenance management, and to ensure occupational safety.
(iv) Risks involved in labor-related laws and systems
Many of the businesses operated by the Yamato Group are labor-intensive, and it is essential for us to secure high-quality human resources
as our workforce and to assign them to their positions appropriately. In the event of revisions to laws, regulations, systems related to labor,social insurance, or the like, the Yamato Group’s business results may be affected due to a significant increase in costs to comply with such
revisions. In addition, the application of overtime caps to vehicle driving operations will begin in April 2024, which will reduce capacity for longdistance transportation in the transportation industry and increase the cost of outsourcing to transportation partners, which may affect the
Yamato Group’s business results.
In light of these risks, the Yamato Group is working to promote the development of a working environment and HR system that appropriately
complies with laws and regulations, as well as strengthen relationships with transportation and delivery partners and improve productivity bypromoting digital transformation. In addition, we will expand the use of trailers, including the Super Full Trailer SF25, which contributes to more
efficient long-distance transportation, promote modal shifts, and improve transportation efficiency based on data analysis, and toward building
a sustainable logistics network, in addition to trucks, railroad, ferries, and cargo space under passenger aircraft floors, which have been
responsible for long-distance transportation until now, we will begin operating dedicated cargo aircraft (freighters) as a new mode oftransportation from April 2024.
(v) Risks due to the influence of international situations and the likeIf the regions in which the Yamato Group conducts its business activities or the regions in which its major clients conduct their businessactivities are affected by terrorism, war, or other international conflicts or trade disputes, the business results of the Yamato Group may beaffected by stagnating logistics caused by disruptions in the supply chain or the like, as well as employee evacuations or other similar reasons.
In addition, as the Yamato Group’s main business is the transportation of parcels by vehicle, a constant, stable, and appropriate supply of fuelsuch as diesel oil is essential in order to carry out the business. If supply were to be restricted or fuel prices were to skyrocket due tointernational situations or the like, the business results of the Yamato Group may be affected.
In light of these risks, the Yamato Group has established an account management structure that faces corporate customers as “One Yamato,”
including those overseas, and is promoting initiatives to expand the value it provides by combining a variety of transportation methods by land,sea, and air for the globally extending supply chains of its customers. In addition, we are promoting measures to reduce fuel use, such as
improving efficiency of transportation and delivery based on data analysis, modal shifts, the introduction of more fuel-efficient vehicles, andthe promotion of cart pickup and delivery, as well as optimizing pricing to customers in light of soaring fuel prices etc.
(vi) Risks involved in infectious diseases
Many of the businesses operated by the Yamato Group are labor-intensive, and we operate our businesses assuming the safety and health of
our employees. In the event of an unforeseen outbreak of an infectious disease, the business results of the Yamato Group may be affected
due to a lack of human resources because of employee illness, costs involved in providing hygienic supplies, and increased difficulty incontinuing business.
In light of these risks, in the event of an unforeseen large outbreak of an infectious disease, the Yamato Group will set up a liaison office forcountermeasures, and will plan and promote countermeasures based on the infection situation within the Company and government measures.
Then, to ensure that our customers can use TA-Q-BIN with peace of mind, we will pay utmost attention to employee hygiene management, as
well as supporting parcel deliveries without face-to-face contact and taking measures to prevent infection when taking care of customers inperson, and disseminating information through our website and other means, thereby ensuring the continuation of TA-Q-BIN and other logistics
services with customer and employee safety as our top priority.
(vii) Risks due to influence from the financial market
The Yamato Group acquires the necessary funding by utilizing Group funds as well as borrowing from financial institutions and issuing bonds
while referring to our investment plans for business continuity and growth. The future economic situations of Japan and abroad may make it- 30 -

difficult to procure funding if the financial markets become dysfunctional or if financial institutions are selective in their lending, and interest
expenses may increase due to rising interest rates.
In light of these risks, we will maintain and strengthen our financial soundness in terms of cash generation, cash and deposits held, equity ratio
levels, and the like, as well as strive to appropriately diversify our funding sources and timing.

- 31 -

4. Management’s Analysis of Financial Conditions, Business Results and Cash Flows(1)

Overview of the business results, etc.

An overview of the Yamato Group’s financial conditions, business results and cash flows for the fiscal year ended March 31, 2023 is provided
below.
Forward-looking statements in the text are based on the judgment of the Yamato Group as of the date of submission of the Annual Securities
Report.
(i) Financial conditions and business results
i. Financial conditions
Total assets were 1,107,587 million yen, up 20,732 million yen from the end of the previous fiscal year.
Liabilities were 491,156 million yen, up 2,535 million yen from the end of the previous fiscal year.
Net assets were 616,430 million yen, up 18,196 million yen from the end of the previous fiscal year.
ii. Business results
In the economic environment during the fiscal year ended March 31, 2023, the impact of COVID-19 weakened and there has been progress
toward the normalization of economic activities. However, the global economy is slowing down due to the ongoing monetary tightening bymajor central banks in the U.S. and Europe against global inflation, including high energy prices and surging raw material prices accompanying
the unstable international situation. Furthermore, in Japan, personal consumption has stagnated due to rising prices, making it difficult toforesee a full-fledged economic recovery.
Meanwhile, COVID-19 has triggered the teleworking trend, and promoted a shift to online services in the fields of medicine and education,changing consumer behaviors and lifestyles, and the industry is becoming more e-commerce oriented.
Under these circumstances, we at the Yamato Group aim to realize sustainable enhancement of corporate value through “contribution to thecreation of an enriched society” as stated in our Management Philosophy. To this end, under a group management framework that mobilizes
the management resources of each Group company, we worked to provide comprehensive value to meet the needs of customers and society
by transforming our supply chain in response to changing lifestyles and distribution structures, based on the medium-term management plan
“One Yamato 2023,” which ends in the fiscal year ending March 31, 2024.
Our consolidated financial results for the fiscal year ended March 31, 2023 were as follows.
Category

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

ChangeGrowth (%)

Operating revenue(Millions of yen)

1,793,618

1,800,668

7,050

0.4

Operating profit(Millions of yen)

77,19960,085(17,114)(22.2)

Ordinary profit(Millions of yen)

84,33058,066(26,264)(31.1)

Profit attributable to owners of parent(Millions of yen)

55,95645,898(10,057)(18.0)For the fiscal year ended March 31, 2023, operating revenue amounted to 1,800,668 million yen, up 7,050 million yen year-on-year. This is
attributable to our having achieved an increase in parcel delivery volume as a result of taking action in the e-commerce domain, which
continues to grow, and also a result of our having focused on optimizing logistics for customers.
Operating expenses amounted to 1,740,583 million yen, up 24,164 million yen year-on-year. This was due to factors that include an increasein costs associated with the promotion of the medium-term management plan “One Yamato 2023,” such as the fact that we are in the processof optimizing transportation and delivery operations in the e-commerce logistics network, which we are building to accommodate the growing
demand for e-commerce, and our existing network, along with increases in hourly wage rates, fuel, and electricity costs.
As a result, for the fiscal year ended March 31, 2023, operating profit amounted to 60,085 million yen, down 17,114 million yen year-on-year.

- 32 -

Initiatives for the entire Yamato GroupThe Yamato Group continued its efforts to stably provide TA-Q-BIN and other logistics services while paying attention to employee hygiene
management. Based on our medium-term management plan “One Yamato 2023,” we are working on the following initiatives to expand
comprehensive value offering that addresses the diversifying needs of customers and society.
(a)Expansion of value offering to corporate customers
In response to the growing demand for e-commerce and changes in the supply chains of corporate customers, we have continued toprovide value to the entire supply chain of our customers, such as by having sales drivers and corporate sales representatives work
together to solve customers’ issues, and maximizing the use of our bases and transportation and delivery network to help optimize
logistics costs through balancing adjustment of inventories and reduction of lead time for delivery and transportation.

(b)

Structural reform of network operations
In response to growing EC demand, we are building an EC logistics network that simplifies the operational process from sorting andtransportation to the last mile, mainly in urban areas. On top of this, in order to respond more flexibly to fluctuating business volume,
we continued to improve productivity of the entire logistics network as well as the optimization of operating costs. We did so by
consolidating and increasing the size of TA-Q-BIN offices, which had been small and multi-store operations, redefining terminal
functions, improving work operation efficiency using IT systems, and promoting initiatives to improve safety, quality, and work comfort,(c)among others.
Promoting strategies for achieving sustainable enhancement of corporate value
With the aim of sustainably enhancing our corporate value, we have engaged in initiatives under our medium-term management plan
“One Yamato 2023” that involve promoting data and innovation strategies, reforming management structure and reinforcing governance,engaging in HR strategy, improving capital efficiency, and strengthening sustainable management.
With regard to our digital strategy, we continue to prepare and make use of digital data and enhance our digital platform in order tofurther sophisticate our use of data, as well as to improve our services and operations by utilizing digital data.
In terms of our innovation strategy, we moved forward with initiatives to promote open innovation, which entails discovering andcollaborating with startups, as well as co-creating new businesses through investment.
In terms of HR strategy, we are working to create an environment that maximizes the value created by employees by, for example,
establishing a multilayered human resource management system in which employees can work autonomously for their own growth anda diverse range of human resources can play an active role.
We are also working on strengthening our corporate governance by separating management supervision and execution, maintaining
and enhancing management transparency, and focusing on decision-making speed.
As for strengthening sustainable management, in order to strike the right balance between sustainable growth and the development ofa sustainable society, we have been engaging in business in a manner that involves considering the environment and society, in partby streamlining transportation in a manner that involves attentively connecting people with resources and data. These efforts have been
underpinned by our dual visions, one of which is “Connect. Deliver the Future via Green Logistics.” and the other of which is, “Through
Co-Creation and Fair Business Activities, Help Create a Society That ‘Leaves No One Behind.’” With regard to the environment inparticular, in order to realize “net-zero (in-house) GHG emissions in 2050” and “48% reduction in GHG emissions in 2030 (comparedwith FY2020),” we are promoting measures such as “introduction of 20,000 EVs,” “introduction of 810 solar power generation units,”and “increase in the use of electricity derived from renewable energy sources.” In addition, in September 2022, we expressed our
support for the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and disclosed information on risks
and opportunities of climate change affecting our business activities on our corporate website in accordance with the TCFD
recommendations. We will continue to accelerate our sustainability efforts, including addressing climate change and social issues, topromote sustainable corporate growth.

- 33 -

Business strategies of each segment○ Retail Business Unit(a)

The Retail Business Unit provides TA-Q-BIN and other high-quality, small-lot transportation services. As the starting point for the entire
Group’s business, our front-line employees identify changes in customers’ lifestyles and business environments accompanying suchchanges, and work with corporate sales representatives to propose solutions that leverage the Group’s management resources, thereby
taking advantage of the points of contact with customers created through the TA-Q-BIN services, and providing value in response tocustomer needs. Moreover, we are also working through efforts to provide services that make delivery and pick-up more convenient,particularly the “Kuroneko Members” service, which has more than 50 million registered members, and the “Yamato Business Members”
service, which is used by more than 1.5 million corporate clients, and also through efforts to upgrade various services other than those
involving transportation that are beneficial in terms of people’s lives and business.

(b)

During the fiscal year ended March 31, 2023, we launched a service that streamlines TA-Q-BIN shipping procedures for corporate
customers using smartphones to further improve the customer experience, and also launched a new payment service compatible withsmartphones called “Nyan Pay” to promote cashless transactions. We also worked to improve customer convenience by expanding thefunctions of the TA-Q-BIN online pickup request service, and by collaborating with flea market operators and condominium delivery(c)locker service providers to expand the function that allows non-face-to-face sending of goods from condominium delivery lockers.
Operating revenue from customers amounted to 894,574 million yen, up 0.1% from the previous fiscal year, as a result of the business
unit having engaged in efforts to optimally ship and deliver parcels in alignment with diversifying needs. Operating expenses increased
by 5.1% from the previous fiscal year due to an increase in costs associated with our promotion of the medium-term management plan,“One Yamato 2023,” and operating profit decreased by 12,165 million yen from the previous fiscal year.

- 34 -

○ Corporate Business Unit(a) The Corporate Business Unit has been seeking to provide value across entire corporate logistics supply chains, including midstream
and upstream domains of business. To such ends, the business unit has been taking on initiatives that include planning supply chain
management (SCM) strategies that contribute to customers’ business decisions, above and beyond improving and streamlining logistics
operations, and furthermore engaging in strengthening of account sales, which involves developing effective projects and assuming
responsibility through to management and operations.
(b)

In urban areas where EC demand continues to grow and is concentrated, we are building an EC logistics network that simplifies theoperational process from sorting and transportation to the last mile. In addition, to optimize logistics for e-commerce vendors with storesin online shopping malls, we used our partnerships with major e-commerce companies to implement initiatives to further improve
convenience and expand sales for services that completely or partially replace operations from order receiving to shipping and delivery.
Furthermore, the business unit has also been engaging in efforts involving cross-border e-commerce amid growing demand, such thatinvolve achieving shorter lead times up through delivery by seamlessly linking import customs clearance systems with the domestic(c)delivery network.
Moreover, for retailers who are developing physical stores and e-commerce omni-channel sales frameworks, the business unit has
been promoting efforts to optimize inventory and distribution through centralized management, thereby liquidating sales inventories
with customers’ omni-channel operations by combining larger, more-centralized operational centers with transportation and delivery
networks. We also focus our efforts on proposal-based sales that contribute to providing comprehensive value by engaging in integrated
management encompassing all of the Yamato Group’s logistics services for companies, extending from procurement of merchandise(d)for stores and merchandise for official online shopping websites, to storage, packaging and delivery.
During the fiscal year ended March 31, 2023, we executed a “Co-Creation Logistics Partnership Agreement” with a general food
manufacturer to optimize the entire supply chain from raw material procurement to sales. The “Lead Logistics Partner Agreement” wasexecuted to reduce entire logistics cost by optimizing tire manufacturers’ logistics and inventory, increase the value of tire manufacturers
to their customers, and realize logistics with less environmental impact through visualization and reduction of GHG emissions. We arealso continuing our efforts to expand the value we provide to the “end to end” supply chain by fully utilizing the management resourcesof the Yamato Group. For example, we have established a direct-to-consumer (D2C) distribution scheme for a food retailer, utilizing abase that combines a sorting terminal and cold storage function of Yamato Transport Co., Ltd. We have also executed a “Logistics
Partnership Agreement” with a fashion company for the realization of a sustainable supply chain, and a “Lead Logistics Partner
Agreement” for the establishment of a sustainable supply chain in response to changes in the business environment of the food service(e)industry.
Operating revenue from customers amounted to 846,053 million yen, up 4.2% from the previous fiscal year, as a result of the business
unit tapping growing e-commerce demand and promoting initiatives to optimize logistics for corporate clients. Operating expenses
increased by 3.4% from the previous fiscal year due to an increase in costs associated with our promotion of the medium-term
management plan, “One Yamato 2023,” and operating profit decreased by 4,040 million yen from the previous fiscal year.
(Reference)
Category

Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

ChangeGrowth (%)

TA-Q-BIN/TA-Q-BIN Compact/EAZY(Million units)

1,890

1,926

35

1.9

Nekopos(Million units)

384

413

28

7.4

Kuroneko DM-Bin(Million parcels)

824

800

(23)

(2.9)

○ Other(a)During the fiscal year ended March 31, 2023, we continued to promote efforts to expand sales for transportation by transport box taking
advantage of its network consisting of multiple companies and for vehicle maintenance services.

(b)

Operating revenue from customers was 60,040 million yen, down 31.8% from the previous fiscal year. In addition, operating profit was
13,900 million yen, down 2,658 million yen from the previous fiscal year.

ESG Initiatives(a)

The Yamato Group places utmost priority on protecting human life and conducts a range of safety measures. Accordingly, its transport
safety management practices in that regard involve drawing up its Safety Management Regulations, building up its transport safety
management systems, and formulating fiscal year plans, all centered on respective Group companies whose main operations involve
transport. During the fiscal year ended March 31, 2023, we resumed “Safety Classes for Children” at kindergartens and elementary
schools, which had been postponed due to the impact of COVID-19. In addition, the “Zero Traffic Accident Campaign” and “Industrial
Accident Prevention Campaign” were conducted throughout the Group to raise safety awareness.

- 35 -

(b)(c)

Maximization of corporate value is one of the top priorities of management, and we have implemented measures and bolstered
management systems in our corporate governance initiative. In addition, we have been carrying out business activities in accordancewith the law and social norms and actively promoting compliance management, based on our Group Corporate Philosophy.
The Yamato Group has been working toward strengthening sustainable management upon having formulated its Sustainable MediumTerm Environmental Plan 2023 and Medium-Term Social Plan 2023. These efforts have been underpinned by our dual visions, one ofwhich is “Connect. Deliver the Future via Green Logistics.” and the other of which is, “Through Co-Creation and Fair Business Activities,
Help Create a Society That ‘Leaves No One Behind,’” set forth in the transformation plan “YAMATO NEXT100,” which serves as a
grand design for management over the medium to long term.

(d)Under the “Environmental” component of the plan, in addition to aggregate targets for reducing the environmental burden of ourbusiness activities, we also set targets for areas in the logistics industry where the Yamato Group is able to bring about widespreaduse of innovative technology, such as with respect to materials and vehicles, as well as green logistics in collaboration with various
partners and the provision of products and services with low environmental impact. In this way, we are working to create environmental
value. In addition, as efforts toward realization of carbon neutrality, we also continue to promote our independent project “Introduction
and Operation of EVs for the Realization of Green Delivery” and the joint project “Construction and Operation of Energy Management
System and Large-Scale Demonstration for Commercial Electric Vehicles” which were adopted by the New Energy and Industrial
Technology Development Organization (NEDO) in July 2022.

(e)

In addition, under the “Social” component of the plan, we have taken on initiatives that involve developing a work environment in which
we respect diverse personnel and in which employees are able to play active roles, while also working to realize an enriched society inpart by addressing various social challenges and promoting community development utilizing a co-creation approach. We will continue
to contribute to the realization of a society that respects human rights and diversity through the “Universal Manners Certification Test”
for Yamato Group employees to acquire knowledge to improve universal manners, such as appropriate support in receiving and sending
packages at the homes of people with disabilities and at TA-Q-BIN offices, and through promotion activities led by customer service(f)managers.
Aiming to create more sustainable social value, the Yamato Group promotes initiatives for sharing value with society based on theconcept of “Creating Shared Value (CSV).” We continue to engage in various initiatives to such ends. For instance, we have been
operating our community-based Neko Support Station locations utilizing close local ties and facilitating healthy and sustainable
development of local communities, along with lifestyles of safety and comfort among local residents. We have also been setting up
housekeeping support services, expanding the “Kuroneko monitoring service: Hello Light Visit Plan” that uses “HelloLight” IoT lightbulbs, providing consultation services for everyday life, and holding events that enable interaction among community members. In
March 2023, as a member of the local community, we executed a logistics partnership agreement with a business operator involved in
the sports business that seeks to coexist in harmony with the local community. As an official logistics partner, we will utilize the logistics
network and management resources of the Yamato Group to establish optimal logistics considering the scenery and customer flowlines within the sports facilities, thereby contributing to the realization of a sustainable community where sports facilities and the town
are integrated.

(g)

Aspiring to be a company that continually evolves in step with society, led by Yamato Welfare Foundation, the Yamato Group conducts
various activities to help realize a society in which disabled people can experience the joy of working autonomously. Specifically, we
engage in ongoing programs that support economic independence of people with disabilities, such that include actively employing
people with disabilities at the Swan Bakery which makes and sells bread, providing them with workplaces through the consigneddelivery of Kuroneko DM-Bin, and operating job-finding support facilities where they take part in training to acquire skills and knowledge
necessary for employment.

(ii) Cash flows○ Cash flows from operating activities
Net cash provided by operating activities amounted to 89,953 million yen, which is an increase of 37,937 million yen compared with theprevious fiscal year. This is largely attributable to a 27,053 million yen increase in accrued consumption taxes and a 25,578 million yen
decrease in the payment of income taxes, as well as profit before income taxes being 56,815 million yen, which was a decrease of 24,224
million yen.
○ Cash flows from investing activities
Net cash used in investing activities amounted to 49,420 million yen, which is a decrease of 9,522 million yen compared with the previous
fiscal year. This is largely attributable to the payment of 7,313 million yen for sale of shares of subsidiaries resulting in change in scope of
consolidation in the previous fiscal year, other payments of 7,769 million yen, and payments related to the purchase of property, plant andequipment decreasing by 5,343 million yen, as well as the 13,922 million yen decrease in proceeds from sale of investment securities.

- 36 -

○ Cash flows from financing activities
Net cash used in financing activities was 38,617 million yen, which is a decrease of 15,838 million yen compared to the previous fiscal year.
This is largely attributable to the 14,000 million yen repayment of long-term borrowings in the previous fiscal year.
As a result of the above, cash and cash equivalents were 183,225 million yen as of March 31, 2023, up 2,621 million yen from the end of
the previous fiscal year.
(iii) Production, orders received and sales results
Operating revenue by segment is as follows.
Since service focused on the cargo transport business is the main product of the Yamato Group, production and orders received have been
omitted from the description.
Fiscal year ended March 31, 2022
(From April 1, 2021
To March 31, 2022)

Business segment
IncomeTransportation income

Retail Business Unit

Ratio
(%)

1,191,264

66.2

4.1

Logistical support income

3,587

0.2

3,352

0.2

(6.6)

Other

28,183

1.6

25,8581.4(8.3)(282,733)(15.8)(325,901)(18.1)

15.3

893,39649.8

894,574

49.7

0.1

Transportation income

598,306

33.4

617,221

34.3

3.2

Logistical support income

249,637

13.9

259,525

14.4

4.0

Other

33,022

1.8

33,3571.9

1.0

Eliminations(68,780)(3.8)(64,051)

(3.6)

(6.9)

812,18545.3

846,053

47.0

4.2

Transportation income

50,967

2.8

24,616

1.4(51.7)

Other

176,558

9.8

155,187

8.6(12.1)

Eliminations(139,490)(7.8)(119,763)(6.7)(14.1)

88,0354.9

60,0403.3(31.8)

1,793,618

100.0

1,800,668

100.0

0.4

Total

Other

Amount(Millions of yen)

63.8

Total

Unit

Ratio
(%)

Change(%)

1,144,359

Eliminations

Corporate BusinessAmount(Millions of yen)

Fiscal year ended March 31, 2023
(From April 1, 2022
To March 31, 2023)

Total
Total

- 37 -

(2) Details of analysis and investigation concerning the status of business results, etc. from a management perspective
The recognition of the status of the Yamato Group’s business results, etc. and details of the analysis and investigation from a management
perspective are as follows.
Forward-looking statements in the text are based on the judgment of the Yamato Group as of the date of submission of the Annual Securities
Report.
(i) Recognition of the status of financial conditions and business results and details of the analysis and investigation
i. Financial conditions
Total assets were 1,107,587 million yen as of March 31, 2023, up 20,732 million yen from the end of the previous fiscal year. This is largely
attributable to the increase in property, plant and equipment of 13,138 million yen due to the establishment of new bases and the acquisitionof vehicles, mainly in the Retail Business Unit, and to the increase in deferred tax assets of 10,093 million yen.
Liabilities increased 2,535 million yen to 491,156 million yen from the end of the previous fiscal year. This is largely attributable to an increasein lease liabilities of 7,384 million yen, as well as a decrease in short-term borrowings of 5,000 million yen.
Net assets were 616,430 million yen, up 18,196 million yen from the end of the previous fiscal year. The major factors included profit attributableto owners of parent of 45,898 million yen, as well as the 16,783 million yen distribution of capital surplus and the acquisition of 10,001 million
yen of treasury shares.
As a result, the equity ratio increased to 55.1% from the 54.3% in the previous fiscal year.
ii. Business results
For the consolidated fiscal year ended March 31, 2023, operating revenue amounted to 1,800,668 million yen, up 7,050 million yen year-onyear. This is attributable to our having achieved an increase in parcel delivery volume as a result of taking action in the e-commerce domain,which continues to grow, and also a result of our having focused on optimizing logistics for customers.
Operating expenses amounted to 1,740,583 million yen, up 24,164 million yen year-on-year. This was due to factors that include an increasein costs associated with the promotion of the medium-term management plan “One Yamato 2023,” such as the fact that we are in the processof optimizing transportation and delivery operations in the e-commerce logistics network, which we are building to accommodate the growing
demand for e-commerce, and our existing network, along with increases in hourly wage rates, fuel, and electricity costs.
As a result, for the fiscal year ended March 31, 2023, operating profit amounted to 60,085 million yen, down 17,114 million yen year-on-year.
Ordinary profit amounted to 58,066 million yen, down 26,264 million yen from the previous fiscal year, mainly due to the increase in the shareof loss of entities accounted for using equity method of 3,915 million yen as well as the recording of 4,510 million yen in gain on investments
in investment partnerships in the previous fiscal year.
Profit attributable to owners of parent amounted to 45,898 million yen, down 10,057 million yen from the previous fiscal year, mainly due to thedecrease in gain on sale of investment securities of 13,342 million yen, the booking of 14,999 million yen in loss on revision of retirement
benefit plan in the previous fiscal year, as well as to the decrease in income taxes-deferred of 6,298 million yen that accompanied the bookingof deferred tax assets following the approval of the liquidation of an overseas consolidated subsidiary in the fiscal year ended March 31, 2023
and other factors.
Basic earnings per share was 126.64 yen, down 24.39 yen from the previous fiscal year.
○ Retail Business Unit
Operating revenue from customers amounted to 894,574 million yen, up 0.1% from the previous fiscal year, as a result of the business unit
having engaged in efforts to optimally ship and deliver parcels in alignment with diversifying needs. Operating expenses increased by 5.1%
from the previous fiscal year due to an increase in costs associated with our promotion of the medium-term management plan, “One Yamato
2023,” and operating profit decreased by 12,165 million yen from the previous fiscal year.
○ Corporate Business Unit
Operating revenue from customers amounted to 846,053 million yen, up 4.2% from the previous fiscal year, as a result of the business unit
tapping growing e-commerce demand and promoting initiatives to optimize logistics for corporate clients. Operating expenses increased by
3.4% from the previous fiscal year due to an increase in costs associated with our promotion of the medium-term management plan, “OneYamato 2023,” and operating profit decreased by 4,040 million yen from the previous fiscal year.
○ Other
Operating revenue from customers was 60,040 million yen, down 31.8% from the previous fiscal year. In addition, operating profit was 13,900
million yen, down 2,658 million yen from the previous fiscal year.

- 38 -

(ii) Details of the analysis and investigation of cash flows as well as information concerning financial resources for capital and liquidity of funds
i. Cash flows
Cash flows for the fiscal year ended March 31, 2023 are as described in “II. Business Overview 4. Management’s Analysis of Financial
Conditions, Business Results and Cash Flows (1) Overview of the business results, etc. (ii) Cash flows.”
ii. Financial resources for capital and liquidity of funds
The Yamato Group compares investment plans for business continuity and business growth such as in relation to network building and digital
innovation and is aware of financial soundness and efficiency such as cash generation, balance of cash and deposits and equity ratio levels,and in addition to using the Group’s funds, borrows from financial institutions and issues corporate bonds to generate the required funds.
From a financial soundness perspective, we are aware of an equity ratio of about 50% and strive to maintain a credit rating level (AA-, Rating
and Investment Information, Inc.). In terms of shareholder returns, we aim for a dividend payout ratio of 30% and a total return ratio of 50%
based on the profit attributable to owners of parent.
(iii) Extent to which target indicators are being achieved
The Yamato Group supports the reforms of the entire supply chain and for the fiscal year ending March 31, 2024, the final fiscal year of themedium-term management plan “One Yamato 2023,” which aims to offer value to individuals, corporate customers as well as society as a whole,
we are targeting consolidated operating revenue of 2 trillion yen, and targets for consolidated operating profit of 120,000 million yen(consolidated operating profit margin of 6.0%) and ROE of 10.0%.
For the fiscal year ended March 31, 2023, operating revenue amounted to 1,800,668 million yen, up 7,050 million yen year-on-year. This is
attributable to our having achieved an increase in parcel delivery volume as a result of taking action in the e-commerce domain, which continues
to grow, and also a result of our having focused on optimizing logistics for customers.
Operating expenses amounted to 1,740,583 million yen, up 24,164 million yen year-on-year. This was due to factors that include an increase incosts associated with the promotion of the medium-term management plan “One Yamato 2023,” such as the fact that we are in the process of
optimizing transportation and delivery operations in the e-commerce logistics network, which we are building to accommodate the growing
demand for e-commerce, and our existing network, along with increases in hourly wage rates, fuel, and electricity costs. As a result, for the
fiscal year ended March 31, 2023, operating profit amounted to 60,085 million yen, down 17,114 million yen year-on-year.
Regarding our consolidated financial results forecast for the fiscal year ending March 31, 2024, the final fiscal year of the medium-term
management plan, in consideration of factors such as rising prices, consumer trends and other changes in our external environment, we haverevised our targets to consolidated operating revenue of 1.86 trillion yen, consolidated operating profit of 80.0 billion yen (consolidated operating
profit margin of 4.3%) and ROE of 8.3%.
Note that Yamato Transport Co., Ltd. revised its reported freight rates, etc. as of April 3, 2023. We will continue to maintain and strengthen ourtransportation and delivery network and create an environment in which we can continue to provide better service to our customers by reviewing
our reported freight rates, etc. every year, considering the impact of changes in the external environment, and by responding to our logistics
partners and others in a timely and appropriate manner.
Additionally, as we move forward, we will continue to realize sustainable business growth by tackling structural reform of network operations
and the expansion of our corporate business domains.
(iv) Significant accounting estimates and assumptions used in these estimates
The Yamato Group’s consolidated financial statements are created based on the accounting standards generally accepted in Japan. For mattersthat need to be estimated when creating these consolidated financial statements, the accounting estimates are based on reasonable standards.
Significant accounting estimates and the assumptions used in these estimates are shown in “V. Financial Information, 1. Consolidated Financial
Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Significant accounting estimates).”- 39 -

5. Significant Management Contracts
Not applicable

6. Research and Development Activities
The Yamato Group is engaged in initiatives that include those for research and development concerning digital technology to realize theimprovement of logistics services. The total amount of research and development activities in the fiscal year ended March 31, 2023 was 1,782
million yen, which is broken down into 1,678 million yen for the consolidated subsidiary Yamato Transport Co., Ltd. (Retail Business Unit andCorporate Business Unit) and 103 million yen for the Company (as a whole).

- 40 -

III. Property, Plant and Equipment
1. Overview of Capital Investments
The Yamato Group recorded the capital investment of 46,912 million yen (including intangible assets and leasehold deposits), concentrated on
growth investment to improve the quality of the service of TA-Q-BIN, our mainstay service, and increase the “End-to-End” value offered to supply
chains.
The Retail Business Unit recorded the capital investment of 32,951 million yen for the establishment of the new “Tokyo Rail Gate cooling facilities”
and the purchase of vehicles, among others.
The Corporate Business Unit recorded the capital investment of 7,135 million yen for the extension, remodeling, and refurbishment of offices,among others.
The Corporate segment (the Company) recorded the capital investment of 5,294 million yen for the construction of new buildings, among others.
There are no particular matters to state in relation to Other.
In addition, there were no eliminations or sales, etc. of major facilities in the fiscal year ended March 31, 2023.

2. Overview of Major Facilities
The Yamato Group’s major facilities are as follows, together with the figures by segment and according to the disclosure method for the main
property, plant and equipment. Further, major facilities are described with the inclusion of intangible assets.
(1) Segment breakdown
Book value (Millions of yen)
Business segment

Machinery
Buildings andandstructures
equipment

VehiclesRetail Business Unit

27,729124,900Land(Groundarea 1,000
m2)
155,113

15,036

Intangible
assets

22,001

8,027

31,227384,036

170,835

7,544

5,053

4,945

54,99818,671

5,119

575

4,331

25,582

20,670

－

381

858

9,189

21

34,665

14,03741,363473,807

210,197

Leasedassets(1,866)

Number of
employees(Number ofpeople)Other
property,plant andequipment

Total[6,080]13,741
Corporate Business Unit

2,397

18,277

3,040

(141)
[743]
5,930

Other

78

8,705

841

(16)
[380]

Corporate

0

1,280

36

30,205

153,163

18,955

6,632(1)
181,417

Total(2,026)[7,205](2) The Reporting Company
Book value (Millions of yen)
Name ofbusiness location(Location)

Businesssegment

Head office(Chuo-ku, Tokyo)

Corporate

VehiclesBuildings
andstructures

Machineryandequipment

Land(Groundarea
1,000 m2)

0

1,280

36

6,632
(1)

Facilities－- 41 -

LeasedassetsOther
property,plant andequipment

Intangible
assets

－

381

858

Total

9,189

Number of
employees(Number ofpeople)21

(3) Domestic subsidiaries
Book value (Millions of yen)Company name
(Location)

Business segment

VehiclesYamato Transport Co.,
Retail Business
Ltd.
Unit
Head office
Corporate(Chuo-ku, Tokyo)
Business Unit
Yamato Transport Co.,Ltd.
Retail Business
Overseeing Hokkaido
Unit
Area
Corporate(Atsubetsu-ku, Sapporo Business Unit
City)
Yamato Transport Co.,
Retail Business
Ltd.
Unit
Overseeing Tohoku
Corporate
Area(Izumi-ku, Sendai City) Business Unit
Yamato Transport Co.,
Retail Business
Ltd.
Unit
Overseeing Tokyo Area Corporate(Ota-ku, Tokyo)
Business Unit
Yamato Transport Co.,Ltd.
Retail Business
Overseeing Minami
Unit
Kanto Area
Corporate(Tsurumi-ku, Yokohama Business Unit
City)
Yamato Transport Co.,
Retail Business
Ltd.
Unit
Overseeing Kita Kanto
Corporate
Area
Business Unit
(Chuo-ku, Saitama City)
Yamato Transport Co.,
Ltd.
Overseeing
Hokushinetsu Area
(Nishi-ku, Niigata City)
Yamato Transport Co.,
Ltd.
Overseeing Chubu Area
(Toyota City, Aichi
Prefecture)
Yamato Transport Co.,
Ltd.
Overseeing Kansai Area
(Ibaraki City, Osaka
Prefecture)
Yamato Transport Co.,
Ltd.
Overseeing ChuShikoku Area
(Kita-ku, Okayama City)

Facilities－

Business
offices
Warehouses

1

1,223

Buildings Machinery
Land
and
and
(Ground area
structures equipment 1,000 m2)

988

3,470

99

174

2,789
(2)
[2]
2,327
(181)
[320]

LeasedassetsOther
property,plant andequipment

Intangible
assets

Total

Number of
employees(Numberof people)

10,612311

34,84949,653

2,505

176

424

6

7,803

6,883

8,283

626

9

18,681

11,416

724

1,458

477

174,482

30,002

594

1,380

101

37,84824,716

468

1,435

104

24,16921,933

237

516

4

11,185

10,918

365

671

16

28,904

18,167

742

1,511

158

37,64328,301

338

640

5

10,213

13,641

2,323

Business
offices

(124)
1,688

4,744

1,004

Warehouses[673]

103,807

Business
offices

3,785

60,5203,708

Warehouses

(256)
[364]
10,294(155)

Business
offices

4,026

17,149

4,302

[984]

Warehouses

6,697
Business
offices

(181)
4,213

8,826

2,423

[818]

Warehouses

Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit
Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit
Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit
Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

Yamato Transport Co.,
Ltd.
Overseeing Kyushu
Area(Higashi-ku, Fukuoka
City)

Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

YAMATO CONTACTSERVICE CO., LTD.
(Toshima-ku, Tokyo)

Retail Business
Unit

5,980
1,574

2,717

154

(136)
[437]

5,953
(251)
2,691

17,552

1,653

[664]

13,229(209)
5,423

13,086

3,490

[845]

3,901
(199)
2,224

2,883

220

[621]

7,351

－

(247)
2,285

4,018

418

[760]

389

1,125

8

15,596

15,637

－

56

－

－
[9]

2

23

105

189

1,478

- 42 -

Book value (Millions of yen)
Total

Number of
employees(Numberof people)

127

8,857

1,451

6

32

8,908

384

151

5

7

419

102

6

9

2

961

482

－

7

44

68

36

3,006

371

1,972

12,696

2,696

1,169

79

803

8,564

2,057

－
[8]

－

3

－

17

59

45

－
[11]

－

0

－

47

63

2

7

－
[8]

236

2

－

250

48

1

4

49

－
[1]

478

11

－

547

20

－

20

68

1

－
[109]

210

54

41

396

1,404

Other

－

0

21

0

－
[5]

17

2

109

150

14,055

Yamato Credit &Finance Co., Ltd.
(Toshima-ku, Tokyo)

Other

－

－

476

－

962
(1)

－

26

966

2,431

240

YMT-GB Investment
Limited Partnership(Shibuya-ku, Tokyo)

Other

－

－

－

－

－

－

－

－

－

－

Box Charter Co., Ltd.
(Chiyoda-ku, Tokyo)

Other

－

－

15

－

－
[0]

－

19

385

419

22

Express Network Co.,Ltd.
(Minato-ku, Tokyo)

Other

－

－

5

－

－
[0]

0

2

52

60

6

Company name
(Location)

Business segment

Okinawa Yamato
Transport Co., Ltd.
(Itoman City, Okinawa
Prefecture)

Corporate
Business Unit－

Corporate
Business Unit－

Kobe Yamato Transport
Co., Ltd.
(Chuo-ku, Kobe City)

Corporate
Business Unit－

Konan Industry Co., Ltd.
(Minami-ku, Hamamatsu
City)

Corporate
Business Unit－

Yamato Dialog & MediaCo., Ltd.
(Chuo-ku, Tokyo)

Corporate
Business Unit

－

－

15

－

Yamato System
Development Co., Ltd.
(Koto-ku, Tokyo)

Other

－

－

3,782

－

Yamato Autoworks Co.,Ltd.
(Chuo-ku, Tokyo)

Other

Yamato Autoworks Iwate
Co., Ltd.
(Kitakami City, Iwate
Prefecture)

Other

－

0

－

14

Yamato Autoworks
Hokushinetsu Co., Ltd.
(Nishi-ku, Niigata City)

Other

－

0

0

Other

－

1

Other

－

YAMATO BOX
CHARTER CO., LTD.
(Chuo-ku, Tokyo)

Other

Yamato Staff Supply
Co., Ltd.
(Chuo-ku, Tokyo)

Yamato Multi CharterCo., Ltd.
(Fushimi-ku, Kyoto City)

Yamato Autoworks
Shikoku Co., Ltd.
(Nakatado-gun, Kagawa
Prefecture)
Yamato Autoworks
Okinawa Co., Ltd.
(Itoman City, Okinawa
Prefecture)

Facilities
VehiclesBuildings Machinery
Land
and
and
(Ground area
structures equipment 1,000 m2)

LeasedassetsOther
property,plant andequipment

Intangible
assets

－

235

6,450

1,057
741

6,497

199

124

74

3

(24)
[68]
2,215
(11)
[23]
209

5

40

0

(2)
[32]
642

0

298

1

(13)
[64]
－
[0]
3,562
(5)
[23]
1,405

－

54

4,327

723

(9)
[213]

- 43 -

(4) Overseas subsidiaries
Book value (Millions of yen)Company name
(Location)

Businesssegment

YAMATO TRANSPORT
U.S.A., INC.
(California, U.S.A.)

Corporate
Business Unit－

YAMATO TRANSPORTEUROPE B.V.
(Schiphol-Rijk, The
Netherlands)

Corporate
Business Unit

－

0

27

58

YAMATO ASIA PTE.
LTD.
(Singapore)

Corporate
Business Unit

－

－

－

YAMATO TRANSPORT(S) PTE. LTD.
(Singapore)

Corporate
Business Unit－

1

YAMATO TRANSPORT(M) SDN. BHD.
(Selangor, Malaysia)

Corporate
Business Unit－

YAMATO CHINA CO.,LTD.
(Shanghai, China)

Corporate
Business Unit

YAMATO INVESTMENT(HONG KONG)
LIMITED(Hong Kong)

Number of
employees(Numberof people)

LeasedassetsOther
property,plant andequipment

Intangible
assets

－

1,798

34

2,306

365

－
[25]

－

27

4

117

176

－

－

－

－

－

－

2

24

0

－
[8]

－

99

8

134

148

1

－

－

－
[3]

－

13

11

27

119

－

－

－

－

－
[0]

－

8

0

8

－

Corporate
Business Unit

－

－

－

－

－

－

－

－

－

－

YAMATOINTERNATIONALLOGISTICS CO., LTD.
(Shanghai, China)

Corporate
Business Unit

－

3

10

－

－
[18]

－

111

10

135

216

Yamato Logistics (HK)Ltd.
(Hong Kong)

Corporate
Business Unit

－

0

25

－

－
[18]

－

476

39

542

232

TAIWAN YAMATO
INTERNATIONALLOGISTICS INC.
(Taipei, Taiwan)

Corporate
Business Unit

－

－

14

6

－
[14]

－

154

0

175

196

Notes:

1.
2.
3.
4.
5.
6.

Facilities
VehiclesBuildings Machinery
Land
and
and
(Ground area
structures equipment 1,000 m2)

Total

74
109

133

156

(8)
[42]

The figures for vehicles, buildings and structures, machinery and equipment, leased assets, other property, plant and equipment andintangible assets are the book values after deducting accumulated depreciation.
The above includes leased facilities between consolidated companies.
The areas of land shown in ( ) are the areas owned by the Company, the figures shown in [ ] indicate the areas of leased land.
Other property, plant and equipment refers to tools, furniture and fixtures, etc.
Intangible assets are software, etc.
The above does not include provisional balances.

- 44 -

3. Planned Capital Investments and Disposals of Property
The Yamato Group’s capital investment plan is adjusted by the Company following individual decisions by each consolidated company,
considering investment efficiencies and cash flow trends for the purpose of strengthening the service framework and increasing productivity.
Significant capital investment plans as of March 31, 2023 are as follows.

Company nameYamato Transport Co., Ltd.

YAMATO HOLDINGS CO., LTD.

Business segment

Planned investment
amount(Millions of yen)AmountTotal
alreadyamountpaid

Funding method

11,748－Own funds andcorporate bonds

2023.42024.3Purchase of loading equipment andbusiness and communications
equipment

10,040－Own funds

2023.42024.3

Construction of new buildings

15,395

4,230

Own funds

2022.52024.10

Content of investment

Retail Business Unit

Purchase of vehicles

Corporate Business
Unit(1,896 units)

Corporate(17,676 m2)- 45 -Start and completion
planned date
Start

Completion

IV. Status of the Reporting Company
1. Status of Shares, etc.
(1) Total Number of Shares, etc.
(i) Total number of shares
Type

Total number of shares authorized (Shares)

Common shares

1,787,541,000
Total

1,787,541,000(ii) Issued shares
Number of issued shares as of the
Number of issued shares as ofend of the fiscal yearTypethe filing date (Shares)(Shares)(June 16, 2023)(March 31, 2023)

Stock exchange on which thecompany is listed

Details
Shares for which the rights

Commonshares379,824,892

Total

379,824,892

Tokyo Stock Exchange
Prime Market

379,824,892

379,824,892

of shareholders are not
restricted
Number of shares per unit:
100

－

－

(2) Status of Stock Acquisition Rights, etc.
(i) Details of stock option system
Not applicable(ii) Details of rights plan
Not applicable(iii) Status of other stock acquisition rights, etc.
Not applicable(3) Status of Exercise of Moving Strike Convertible Bonds, etc.
Not applicable(4) Changes in the Total Number of Issued Shares and Capital, etc.
Change in the
Balance of
Change in thenumber of
total number of amount of shareDateissued sharesissued shares
capital(Shares)(Shares)(Millions of yen)
April 1, 2018－－
411,339,992
March 31, 2019
April 1, 2019March 31, 2020

Share capitalbalance(Millions of yen)

Change in theamount of legal
capital surplus(Millions of yen)

Balance oflegal capitalsurplus(Millions of yen)

127,234－

36,822－

411,339,992－

127,234－

36,822(22,764,400)

388,575,592－

127,234－

36,822

April 1, 2021March 31, 2022－

388,575,592－

127,234－

36,822June 23, 2022*(8,750,700)

379,824,892－

127,234－

36,822October 13, 2020**A decline due to the cancellation of treasury shares.

- 46 -

(5) Composition of Shareholders
As of March 31, 2023
Status of shares (Number of shares per unit: 100)
Category

National andlocal
government
bodiesNumber ofshareholders(Number ofpeople)Number of shares
held(Units)Ratio of thenumber of shares
held (%)

Note:

Status ofshares lessthan one unit
(Shares)

Financial
institutions

Financial
instrumentbusiness
operators

Other
corporations

1

86

31

625

613

88

46,84648,290－20

1,585,065

91,934

267,058

939,216292

911,969

3,795,554

269,492

0.00

41.76

2.42

7.04

24.74

0.01

24.03

100

－

Foreign shareholders
Non-individuals

Individuals

Individuals andothers

Total“Individuals and others” includes 170,683 units of treasury shares and “Number of less than one unit of stock” includes 67 treasury sharesof less than one unit of stock.
(6) Status of Major Shareholders

Name

Location

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

Number of shares held(Thousands of shares)

As of March 31, 2023
The ratio of thenumber of shares held
relative to the total
number of issued
shares (excluding
treasury shares) (%)

2-11-3 Hamamatsucho, Minato-ku, Tokyo

59,13216.30

8-12, Harumi 1-chome, Chuo-ku, Tokyo

27,884

7.69

16-10, Ginza 2-chome, Chuo-ku, Tokyo

27,763

7.65

Meiji Yasuda Life Insurance Company

1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo

14,814

4.08

Nippon Life Insurance Company

6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Within the Nippon Life Securities Management
Department

14,7704.07

Mizuho Bank, Ltd.

1-5-5 Otemachi, Chiyoda-ku, Tokyo

10,247

2.82

Yamato Trading-Partner Shareholding
Association

16-10, Ginza 2-chome, Chuo-ku, Tokyo

8,462

2.33

TOYOTA MOTOR CORPORATION

1 Toyota-cho, Toyota City, Aichi Prefecture

5,748

1.58

STATE STREET BANK WEST CLIENTTREATY 505234(Standing proxy: Mizuho Bank, Ltd.)

1776 HERITAGE DRIVE, NORTH QUINCY, MA
02171, U.S.A.
(Shinagawa Intercity Building A, 15-1 Konan 2chome, Minato-ku, Tokyo)

5,268

1.45

Sompo Japan Insurance Inc.

26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo

5,133

1.42

－

179,226

49.41

Custody Bank of Japan, Ltd. (Trust
Account)
Yamato Employees’ Shareholding
Association

Total
Notes:

1.

The number of shares related to trust operations in the aforementioned number of shares owned is as follows.
The Master Trust Bank of Japan, Ltd. (Trust Account)
59,132 thousand shares
Custody Bank of Japan, Ltd. (Trust Account)

27,884 thousand shares

2. Although the Company holds 17,068 thousand of its own shares as treasury shares, it is excluded from the above list of major
shareholders.

- 47 -

3. Although the publicly available Substantial Shareholding Report dated November 19, 2015 shows that BlackRock Japan Co., Ltd. andfive other joint holders hold 21,326 thousand shares as of November 13, 2015, the Company is unable to confirm the exact number ofshares actually held as of March 31, 2023, so this is not included in the above Status of Major Shareholders.
The details of such Substantial Shareholding Report are as follows.
Number of shares
held
Shareholding ratio
Name
Location(Thousands of(%)
shares)BlackRock Japan Co., Ltd.

8-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo

5,987

1.41

BlackRock Life Limited

12 Throgmorton Avenue, London, UK

946

0.22

BlackRock Asset Management Ireland
LimitedDublin, Republic of Ireland JP Morgan House,
International Financial Services Center

1,918

0.45

BlackRock Fund Advisors

400 Howard Street, San Francisco, California,
USA

5,870

1.38

BlackRock Institutional Trust Company,
N.A.

400 Howard Street, San Francisco, California,
USA

5,626

1.32

BlackRock Investment Management (UK)
Limited12 Throgmorton Avenue, London, UK

976

0.23

21,326

5.02

Total

－

4. Although the publicly available Substantial Shareholding Report (amended report) dated January 31, 2022 shows that MUFG Bank Ltd.
and two other joint holders hold 16,513 thousand shares as of January 24, 2022, the Company is unable to confirm the exact numberof shares actually held as of March 31, 2023, so this is not included in the above Status of Major Shareholders.
The details of such Substantial Shareholding Report (amended report) are as follows.
Number of shares
held
Shareholding ratio
Name
Location(Thousands of(%)
shares)MUFG Bank Ltd.
Mitsubishi UFJ Trust and Banking
Corporation
Mitsubishi UFJ Kokusai AssetManagement Co., Ltd.
Total

7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo

656

0.17

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

11,0992.86

1-12-1 Yurakucho, Chiyoda-ku, Tokyo

4,757

1.22

16,513

4.25－

5. Although the publicly available Substantial Shareholding Report (amended report) dated March 23, 2022 shows that Mizuho Bank, Ltd.
and two other joint holders hold 26,040 thousand shares as of March 15, 2022, the Company is unable to confirm the exact number ofshares actually held as of March 31, 2023, so this is not included in the above Status of Major Shareholders.
The details of such Substantial Shareholding Report (amended report) are as follows.
Number of shares
held
Shareholding ratio
Name
Location(Thousands of(%)
shares)Mizuho Bank, Ltd.

1-5-5 Otemachi, Chiyoda-ku, Tokyo

11,247

2.89

Mizuho Trust & Banking Co., Ltd.

3-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo

1,790

0.46

Asset Management One Co., Ltd.

8-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo

13,002

3.35

26,040

6.70

Total

－

- 48 -

6. Although the publicly available Substantial Shareholding Report (amended report) dated August 22, 2022 shows that Nomura AssetManagement Co., Ltd. and one other joint holder hold 22,416 thousand shares as of August 15, 2022, the Company is unable to confirm
the exact number of shares actually held as of March 31, 2023, so this is not included in the above Status of Major Shareholders.
The details of such Substantial Shareholding Report (amended report) are as follows.
Number of shares
held
Shareholding ratio
Name
Location(Thousands of(%)
shares)1 Angel Lane, London EC4R 3AB, United
NOMURA INTERNATIONAL PLC
600
0.16
Kingdom
Nomura Asset Management Co., Ltd.
Total

2-2-1, Toyosu, Koto-ku, Tokyo－

21,816

5.74

22,416

5.90

7. Although the publicly available Substantial Shareholding Report (amended report) dated October 20, 2022 shows that Sumitomo Mitsui
Trust Asset Management Co., Ltd. and one other joint holder hold 20,381 thousand shares as of October 14, 2022, the Company isunable to confirm the exact number of shares actually held as of March 31, 2023, so this is not included in the above Status of Major
Shareholders.
The details of such Substantial Shareholding Report (amended report) are as follows.
Number of shares
held
Shareholding ratio
Name
Location(Thousands of(%)
shares)Sumitomo Mitsui Trust Asset
1-1-1 Shibakoen, Minato-ku, Tokyo
10,814
2.85
Management Co., Ltd.
Nikko Asset Management Co., Ltd.
9-7-1 Akasaka, Minato-ku, Tokyo
9,566
2.52
Total

－

- 49 -

20,381

5.37

(7) Status of Voting Rights(i) Issued shares
As of March 31, 2023
Category

Number of shares (Shares)

Shares without voting rights

－

－

－

Shares with restricted voting rights (treasury
shares, etc.)

－

－

－

Shares with restricted voting rights (other)

－

－

－

17,068,300－

362,487,100

3,624,871

269,492－－

Total number of issued shares

379,824,892－－

Total number of voting rights－

3,624,871－

Shares with full voting rights (treasury shares,

Commonetc.)

sharesCommonShares with full voting rights (other)sharesCommonsharesNumber of less than one unit of stock

Note:

Number of voting rights (Units)

Details

Number of shares per unit:
100
As above

The commons shares in the cell for “Shares with full voting rights (other)” includes 483,700 of the Company’s shares held by the Board Benefit
Trust (BBT) (Number of voting rights: 4,837 units).
(ii) Treasury shares, etc.

Name of shareholder

The Company
Total

Address of shareholder

16-10, Ginza 2-chome,
Chuo-ku, Tokyo－

As of March 31, 2023
The ratio of thenumber of shares
held relative to thetotal number ofissued shares (%)

Number ofshares held
under own name

Number ofshares held
under the namesof others

Total number ofshares held

17,068,300－

17,068,300

4.49

17,068,300－

17,068,300

4.49

Note: The aforementioned treasury shares do not include the Company’s shares held by BBT (Board Benefit Trust).

- 50 -

(8) Details of Stock Ownership System for Officers and Employees
The Company has, in accordance with a resolution of the 155th Ordinary General Meeting of Shareholders convened on June 23, 2020,
established the “Stock Benefit Trust (BBT [Board Benefit Trust], hereinafter the “System”),” a performance-linked stock compensation plan,in order to clarify the linkage between the compensation of Directors (excluding Outside Directors) and executive officers who do notconcurrently serve as directors (hereinafter “Officers”) and the Company’s business performance and stock value and also to have the
Officers share not only the benefits of higher stock prices but also the risks of lower stock prices with shareholders, thereby raising awarenessof contributing to improving the Company’s medium- to long-term business performance and increasing its corporate value.
(i) Overview of the System
The System is a performance-linked and share-based remuneration system under which the Company’s shares are acquired through atrust using money contributed by the Company as the source of funds (hereinafter the “Trust”), and the Officers are provided with theCompany’s shares and an amount of money equivalent to the market value of the Company’s shares (hereinafter the “Company’s Shares,Etc.”) through the Trust in accordance with the Regulations on Share-based Remuneration for Officers established by the Company. In
principle, the Company’s shares, etc. are paid to the Officers at the time of their retirement.
The Company introduced the System for the three fiscal years from the fiscal year ended March 31, 2022 to the fiscal year ending March
31, 2024 (hereinafter, such three-fiscal-year period is referred to as the “Initial Period,” and the Initial Period and each three consecutive
fiscal years following the Initial Period are respectively referred to as “Applicable Period”), as well as each Applicable Period thereafterand contributed 1,377 million yen (including 519 million yen for Directors) to the Trust as the source of funds to acquire the Company’s
shares for the purpose of granting the Company’s Shares, Etc. to the Officers in the Initial Period. Furthermore, after the expiration of theInitial Period, in principle, the Company shall make additional contributions to the Trust, of up to 1,377 million yen (including 519 million
yen for Directors) for each Applicable Period until the termination of the System. However, in the case of making such additional
contributions, if the Company’s shares (excluding a number of the Company’s shares that have not yet been provided to Directors
equivalent to points granted to them for each Applicable Period up to the immediately preceding Applicable Period) and money remainin the trust asset (hereinafter referred to as the “Remaining Shares, etc.”), the total amount of the Remaining Shares, etc. (the amountfor the Company’s shares shall be the market value on the final day of the immediately preceding Applicable Period) and additionallycontributed money shall not exceed 1,377 million yen (including 519 million yen for Directors). The acquisition of the Company’s sharesby the Trust shall be through the stock market or by a method of underwriting the treasury shares disposed by the Company, funded by
the contributed funds.
(ii) The total number of the Company’s shares intended to be acquired under the System
The trustee of the Trust, Mizuho Trust & Banking Co., Ltd., has acquired 483,700 shares from the stock market with the 1,377 million yen
contributed to the Trust by the Company to grant the Company’s Shares, Etc. to Officers in the Initial Period. Future acquisition plans are
yet to be made.
(iii) The scope of persons eligible to receive beneficiary rights and other rights under the System
Officers who have retired and satisfy the beneficiary requirements prescribed in the Regulations on Share-based Remuneration of
Officers.

- 51 -

2. Status of Acquisition of Treasury Shares, etc.
[Class of shares, etc.] Acquisition of common shares in accordance with Article 155, items (iii) and (vii) of the Companies Act(1) Status of acquisition in accordance with a resolution of the general meeting of shareholders
Not applicable(2) Status of acquisition in accordance with a resolution of the Board of Directors
Category

Number of shares (Shares)

Status of resolution by the Board of Directors (February 9, 2022)(Acquisition period: February 16, 2022–May 31, 2022)

10,000,000

20,000,000,000

Treasury shares acquired before the current fiscal year

4,533,000

9,999,781,500

Treasury shares acquired in the current fiscal year

4,217,700

10,000,095,552

1,249,300

122,948

12.49

0.00

Treasury shares acquired in the current period－－

Proportion not exercised as of the filing date (%)

12.49

0.00

Total number of shares and total amount remaining under the
resolution
Proportion not exercised as of the last day of the current fiscal year(%)

Category

Number of shares (Shares)

Status of resolution by the Board of Directors (May 10, 2023)(Acquisition period: May 17, 2023–February 29, 2024)

Total amount (Yen)

22,000,000

50,000,000,000

Treasury shares acquired before the current fiscal year－－

Treasury shares acquired in the current fiscal year

－

－

－

－

－

－

Treasury shares acquired in the current period*

1,170,000

2,997,588,200

Proportion not exercised as of the filing date (%)

94.68

94.00

Total number of shares and total amount remaining under the
resolution
Proportion not exercised as of the last day of the current fiscal year(%)*

Total amount (Yen)Treasury shares acquired in the current period do not include shares acquired in the period from June 1, 2023 until the Annual Securities
Report filing date.
(3) Details of acquisitions not based on resolution of the general meeting of shareholders or resolution of the Board of Directors
Category*

Number of shares (Shares)

Total amount (Yen)Treasury shares acquired in the current fiscal year751

1,668,634

Treasury shares acquired in the current period*

920,691

Treasury shares acquired in the current period do not include shares purchased as less than one unit of stock in the period from June 1,
2023 until the Annual Securities Report filing date.

- 52 -

(4) Status of disposal and holdings of acquired treasury shares
Current fiscal year
Category

Number of Total disposal amount
Number ofshares (Shares)(Yen)shares (Shares)

Acquired treasury shares that were offered to subscribers
Acquired treasury shares that were cancelled

Total disposal
amount
(Yen)

－

－

－

－

8,750,700

19,717,427,268

－

－

－

－

－

－

105

228,780－－

Acquired treasury shares that were transferred due tomerger, share exchange, share issuance or company split
Other*1(Sales due to demand for sales of less than one unit of stock)
Number of treasury shares held*2,3

Current period

17,068,367－

18,238,376－*1.

The number of shares in the current period does not include shares for which there was a demand for sales of less than one unit of stock in
the period from June 1, 2023 until the Annual Securities Report filing date.

*2.

The number of treasury shares held in the current period does not include shares acquired in accordance with a resolution of the Board of
Directors or the change in shares due to purchases or sales of less than one unit of stock in the period from June 1, 2023 until the Annual*3.

Securities Report filing date.
The number of treasury shares held in the current fiscal year and in the current period does not include the Company’s shares held by the
Board Benefit Trust (BBT).

- 53 -

3. Dividend Policy
As a pure holding company, the Company conducts its business with the goal of maximizing the entire Group’s corporate value. Accordingly, withrespect to the appropriation of surplus, the Company’s policy is to pay dividends with the goal of having a payout ratio of 30% of profit attributableto owners of parent. Retained earnings are used to facilitate the growth of the Group as a whole through capital expenditure—to strengthen the
network, one of our management resources, and develop new businesses and products, for example—and investments are aimed at raising thecorporate value in the future. Finally, the use of treasury shares is strategically positioned for flexible utilization, such as M&A, as a part of ourcapital policy.
The Company pays dividends of surplus twice a year with an interim dividend and year-end dividend, and these dividends of surplus are
determined by resolution of the Board of Directors. In addition, apart from the matters prescribed in each item of Article 459, paragraph (1) of theCompanies Act, the Company prescribes the interim dividend and year-end dividend and the record date, and the fact that the dividends ofsurplus can be paid by resolution of the Board of Directors in its Articles of Incorporation.
For the current fiscal year, the year-end dividend is set at 23 yen per share and when combined with the interim dividend of 23 yen per share,
results in annual dividend of 46 yen. In addition, even in relation to the amount of dividend for the next period, we plan to determine this basedon the profit attributable to owners of parent in accordance with the Basic Policy.
The dividends of surplus for the current fiscal year are as follows.
Date of resolution

Total amount of dividends (Millions of yen)

November 7, 2022
Board of Directors’ resolution
May 17, 2023
Board of Directors’ resolution- 54 -

Dividend per share (Yen)

8,343

23

8,343

23

4. Status of Corporate Governance, etc.
(1) Overview of Corporate Governance(i) Basic views on corporate governance
Based on its corporate philosophy, the Yamato Group carries out business activities in accordance with the law and social norms andactively promotes compliance management. Striving to maximize corporate value by effectively utilizing the management resources of
the Group is one of the top priorities of management, and we have implemented measures and bolstered management systems as partof our corporate governance initiative.
A schematic diagram of the status of the preparation of matters such as the oversight and internal controls for the Company’s businessexecution and management is as follows.

- 55 -

(ii) Overview of the corporate governance framework and the reasons for adopting such framework
The Company is a company with an Audit & Supervisory Board. In addition to the Board of Directors supervising important management
decision-making and business execution, Audit & Supervisory Board Members and the Audit & Supervisory Board which are independent
from the Board of Directors shall audit the status of execution of duties by Directors.
In addition, apart from this, we have established a Management Committee and Executive Conference as executive management
organizations related to management decision-making and execution. We adopted this management structure for prompt and appropriate
decision-making on important matters. In addition, to increase management transparency, we have established a Nomination andCompensation Committee, as an advisory committee to the Board of Directors to deliberate on particularly important matters such as
nominations and compensation. The Company can have up to 12 Directors and up to five Audit & Supervisory Board Members inaccordance with the Articles of Incorporation and as of the filing date, the Company’s Board of Directors comprised a total of nine
members including five Outside Directors and the Audit & Supervisory Board comprised a total of five members including three Outside
Audit & Supervisory Board Members. In addition, to clarify the management responsibilities in each fiscal year, the Directors’ terms ofoffice are one year.
The objectives, authority, chairperson and members of the Board of Directors, Management Committee, Executive Conference,
Nomination and Compensation Committee, Audit & Supervisory Board as of the filing date are as follows.
i. Board of Directors(a) Objectives and authority
Convened for the purpose of deliberating and deciding on important matters concerning the Basic Policy for executive
management and other management matters, and apart from the matters prescribed in laws and regulations and in the Articles
of Incorporation, it decides on all matters prescribed in the Board of Directors Regulation including matters related to medium tolong-term management plans.
(b) Chairperson and Members
Comprised of all Directors.
Directors:
Yutaka Nagao, Toshizo Kurisu, Yasuharu Kosuge, Kenichi Shibasaki
Mariko Tokuno (Outside Director), Yoichi Kobayashi (Outside Director), Shiro Sugata (Chairperson, Outside Director)
Noriyuki Kuga (Outside Director), Charles Yin (Outside Director)
Furthermore, the following Audit & Supervisory Board Members attend the Board of Directors and express their opinions when
deemed necessary.
Audit & Supervisory Board Members:
Yoshihiro Kawasaki, Tsutomu Sasaki, Takashi Yamashita (Outside Audit & Supervisory Board Member)
Ryuji Matsuda (Outside Audit & Supervisory Board Member), Yoshihide Shimoyama (Outside Audit & Supervisory Board
Member)ii. Management Committee(a) Objectives and authority
Apart from deliberating and determining important matters related to business execution other than matters to be resolved by
the Board of Directors, convened for the purpose of prior deliberation on matters submitted to the Board of Directors. It
determines each matter prescribed in the Management Committee Regulations including matters concerning the start of salesof major new products and services by subsidiaries and affiliates and changes to existing services.
(b) Chairperson and Members
Comprised of Executive Directors, Executive Officers and Full-time Audit & Supervisory Board Members.
Executive Directors:
Yutaka Nagao (Chairperson, Representative Director, Executive Officer and President), Toshizo Kurisu, Yasuharu Kosuge
Executive Officers:
Tomoki Otani, Shinji Makiura, Atsushi Kashimoto
Full-time Audit & Supervisory Board Members:
Yoshihiro Kawasaki, Tsutomu Sasaki
iii. Executive Conference(a) Objectives and authority
Apart from reporting the status of execution of business for which the executive officers are in charge, convened for the purposeof discussing matters under investigation and shared matters.
(b) Chairperson and Members- 56 -

Comprised of Executive Officers.
Executive Officers:
Yutaka Nagao (Chairperson, Representative Director, Executive Officer and President), Toshizo Kurisu, Yasuharu Kosuge,
Tomoki Otani, Shinji Makiura, Atsushi Kashimoto
iv. Nomination and Compensation Committee(a) Objectives and authority
The Committee deliberates and verifies the appropriateness of the details of agenda items concerning the appointment anddismissal of Directors, Audit & Supervisory Board Members, and Executive Officers and the method for determining thecompensation to be received by Directors and Executive Officers to bring them up at the Board of Directors Meeting.
(b) Chairperson and Members
Comprised of Directors elected by resolution of the Board of Directors, with a majority being Outside Directors.
Directors:
Mariko Tokuno (Head of the Committee, Outside Director), Yoichi Kobayashi (Outside Director), Shiro Sugata (Outside
Director), Noriyuki Kuga (Outside Director), Charles Yin (Outside Director), Yutaka Nagao
v. Audit & Supervisory Board(a) Objectives and authority
The Audit & Supervisory Board is convened for the purpose of receiving reports, consulting and resolving important mattersconcerning audits. Apart from the matters prescribed in laws and regulations or the Articles of Incorporation, it determines all
matters prescribed in the Audit & Supervisory Board regulations including the audit policy, the method for studying the operations
and financial positions, and the determination of other matters concerning the execution of duties by Audit & Supervisory Board
Members.
(b) Chairperson and Members
Comprised of Audit & Supervisory Board Members.
Audit & Supervisory Board Members:
Yoshihiro Kawasaki (Chairperson, Full-time Audit & Supervisory Board Member), Tsutomu Sasaki, Takashi Yamashita(Outside Audit & Supervisory Board Member), Ryuji Matsuda (Outside Audit & Supervisory Board Member), Yoshihide
Shimoyama (Outside Audit & Supervisory Board Member)
Note: There are proposals on the agenda items (Matters to be resolved) for the Ordinary General Meeting of Shareholders to beconvened on June 23, 2023 for the “Election of eight (8) Directors” and the “Election of one (1) Audit & Supervisory Board
Member.” If such agenda items are approved as proposed the chairpersons and members of the Board of Directors, theManagement Committee, and the Audit & Supervisory Board shall be as follows. This also describes the details of matters to beresolved (Tittles and members of the Nomination and Compensation Committee) at the Board of Directors and Audit &Supervisory Board scheduled to be convened immediately following such Ordinary General Meeting of Shareholders.
i. Board of Directors
Directors:
Yutaka Nagao, Toshizo Kurisu, Yasuharu Kosuge, Mariko Tokuno (Outside Director), Yoichi Kobayashi (Outside Director), Shiro
Sugata (Chairperson, Outside Director), Noriyuki Kuga (Outside Director), Charles Yin (Outside Director)
Audit & Supervisory Board Members:
Tsutomu Sasaki, Yoshito Shoji, Takashi Yamashita (Outside Audit & Supervisory Board Member), Ryuji Matsuda (Outside Audit& Supervisory Board Member), Yoshihide Shimoyama (Outside Audit & Supervisory Board Member)ii. Management Committee
Executive Directors:
Yutaka Nagao (Chairperson, Representative Director, Executive Officer and President), Toshizo Kurisu, Yasuharu Kosuge
Executive Officers:
Tomoki Otani, Shinji Makiura, Atsushi Kashimoto
Full-time Audit & Supervisory Board Members:
Tsutomu Sasaki, Yoshito Shoji- 57 -

v. Audit & Supervisory Board
Audit & Supervisory Board Members:
Tsutomu Sasaki (Chairperson, Full-time Audit & Supervisory Board Member), Yoshito Shoji, Takashi Yamashita (Outside Audit& Supervisory Board Member), Ryuji Matsuda (Outside Audit & Supervisory Board Member), Yoshihide Shimoyama (Outside
Audit & Supervisory Board Member)(iii) Basic approach to internal control systems and status of development
In accordance with the Companies Act and the Regulation for Enforcement of the Companies Act, the Company has established Policy
to develop its internal control system, as follows.
i. Corporate framework ensuring that execution of duties by Directors of the Company complies with laws and regulations and the Articles
of Incorporation, and other systems for ensuring the proper business operation of the corporate group consisting of the Company
and its subsidiaries(a) To ensure that execution of duties by Directors of the Company complies with laws and regulations and the Articles of Incorporation,and to ensure the proper business operation of the Company and each Group company, the Company has established the“Group Corporate Philosophy” and the “Statement of Compliance.” The Representative Director of the Company is responsible
for ensuring that this statement is fully understood by directors of the Company and each Group company. At the same time,
directors shall perform their businesses in accordance with this statement.
(b) To ensure that the above directives are fully understood, the Company establishes the “Compliance and Risk Committee” headedby the Executive Officer who oversees the Group’s compliance and risk management and shall monitor the undertaking of theGroup-wide compliance and risk management. The Head of the Committee shall monitor compliance at the Company and eachGroup company and report the situation to the Board of Directors of the Company.
(c) The Company shall develop a whistle-blower system for the Group to allow employees to report any compliance violations bydirectors of the Company and each Group company.
(d) In “Corporate Stances” of the “Group Corporate Philosophy,” the Company declares it shall have no relationship with antisocial
forces, and shall station employees to perform related businesses in departments responsible for compliance and risk
management of the Company and each Group company. Departments responsible for compliance and risk management makesystematic efforts in collaboration with outside specialized institutions, such as the police and attorneys, to prevent antisocial
forces from being involved in management and prevent possible damage caused by antisocial forces.
ii. Framework for storing and managing information related to execution of duties by Directors of the Company
Directors of the Company shall prescribe the retention period of the documents and the division in charge in the organization
regulations and basic regulations on document management and prepare, store and manage the material documents in relation to
the execution of duties by Directors and minutes of each meeting.
iii. Policy and framework for managing risks of loss of the Company and its subsidiaries(a) The Company shall assign an executive officer to oversee Group-wide compliance and risk management. Employees shall bestationed to perform related businesses in the department responsible for the compliance and risk management of the Company
and each Group company.
(b) The Company shall develop a “Risk Management Basic Policy” as the basis of risk management. Each Group company shall also
develop a “Risk Management Basic Policy” on the basis of this policy.
(c) Large companies under the Companies Act in the Group companies shall establish a division in charge of risk management, andassign an officer in charge of the same. Departments responsible for compliance and risk management of the Company shalloversee this, and monitor and manage the risk status at each Group company in a timely manner.
(d) The Company shall establish the Internal Audit Department to audit the implementation status and the effectiveness of risk
management at the Company and each Group company.
iv. Framework ensuring the efficiency of execution of duties by directors of the Company and its subsidiaries(a) The Company shall adopt the executive officer system in order to realize the efficiency of the management and the clarification of
responsibility through the clear division of management decision-making, supervision and execution.
(b) The Company shall hold the Board of Directors Meeting once or more a month. In addition, material matters to be deliberated at
the Board of Directors Meeting shall be discussed and examined at the Management Committee comprising Executive Directors,
Executive Officers, and Full-time Audit & Supervisory Board Members.
(c) The Company shall define in the organizational regulations the procedure and the officer in charge with respect to the business
operation based on the resolution of the Board of Directors and at the Management Committee of the Company as well as theresolution of each Group company’s Board of Directors.

- 58 -

v. Framework ensuring that execution of duties by directors and employees of the Company and its subsidiaries complies with laws andregulations and the Articles of Incorporation(a) To realize management in conformity with compliance at the Company and each Group company, the Company and each Group
company shall formulate “Corporate Stances” and “Employee Credo of Conduct” as directives applicable to all employees. The
documents shall be displayed and distributed etc. and training implemented.
(b) Large companies under the Companies Act in the Group companies shall establish a division in charge of compliance promotion,
and assign an officer in charge of the same. Departments responsible for compliance and risk management of the Company
shall oversee this, and monitor and manage the status of compliance promotion at the Group in a timely manner.
(c) The Company shall establish the Internal Audit Department to audit the implementation status and the effectiveness of complianceat the Company and each Group company.
(d) The Company shall hold “Compliance and Risk Committee” meetings regularly to develop and promote specific measures toensure compliance and monitor the progress at the Company and each Group company.
(e) The Company shall establish a whistle-blower system for the Group to develop an environment in which compliance violations
are promptly reported.
vi. Framework ensuring the proper business operation of the corporate group consisting of the Company and its subsidiaries(a) To ensure the proper business operation of the Company and each Group company, the Company shall establish the “Group
Corporate Philosophy.” The Company and each Group company shall formulate their company rules and execute business
operations accordingly.
(b) The Company shall assign an executive officer to be in charge of basic strategy for Group-wide management, and station
employees to perform related businesses at the Management Strategy Department at the Company and each Group company.
(c) The Company, as a pure holding company, shall be responsible for the planning and control of each Group company’s operationin accordance with the executive management contract that prescribes the management duties that the Company will executewith respect to each Group company.
(d) Each Group company shall execute business operations in accordance with the management policy formulated by the Company,
and shall obtain the approval of the Company’s Board of Directors Meeting or the Management Committee in advance when
executing material matters. In addition, all material management matters shall be reported to the Company’s related division.
vii. Appointment of supporting personnel when Audit & Supervisory Board Members of the Company request such personnel
The Internal Audit Department shall provide support to Audit & Supervisory Board Members and personnel shall be appointed when
deemed necessary in consultation with the Audit & Supervisory Board.
viii. Securing independence of the personnel in the preceding item from Directors and effectiveness of instructions from Audit &Supervisory Board Members
The personnel in the preceding item cannot hold a concurrent position that has the duties of planning or control of business operations.
Accordingly, reassignment, evaluation, or disciplinary action against the supporting personnel requires the approval of the Audit &Supervisory Board in advance.
ix. Framework for reporting to Audit & Supervisory Board Members by Directors and employees of the Company and framework forreporting to Audit & Supervisory Board Members of the Company by directors, audit & supervisory board members and employeesof subsidiaries, or those who have received reports from the said persons(a) In addition to matters designated by law, Directors and employees of the Company and directors, audit & supervisory board
members and employees of each Group company shall report the following to Audit & Supervisory Board Members of theCompany without delay.
• Material violations of laws and regulations and the Articles of Incorporation as well as misconduct, by directors or employees• Crucial information obtained through whistle blowing• Other facts that threaten to cause significant losses to the Company and each Group company(b) The Company and each Group company shall create a framework to ensure that persons who have reported to Audit &Supervisory Board Members of the Company and each Group company are not treated disadvantageously because of the said
report.
x. Policy on procedures for advance payment or reimbursement of expenses incurred in the execution of duties by Audit & Supervisory
Board Members of the Company, and other expenses incurred in the said execution of duties, or handling of debts
The Company shall develop a policy regarding the handling of audit expenses and secure a budget of a certain amount to cover audit
expenses.
xi. Framework ensuring the effectiveness of auditing by Audit & Supervisory Board Members of the Company(a) In addition to the Board of Directors Meeting, Audit & Supervisory Board Members of the Company may attend other important
meetings, including those of the Management Committee and the Executive Conference, and understand the process ofimportant decision-making and status of business operation, and provide necessary opinions.

- 59 -

(b) The Company shall establish regular meetings between Audit & Supervisory Board Members and the Representative Director toexchange opinions.
(c) The Internal Audit Department of the Company shall report progress and results of internal audits of the Company and each Group
company as necessary to Audit & Supervisory Board Members to realize a collaborative framework for effective audits.
(d) Audit & Supervisory Board Members of the Company and each Group company shall exchange information and enhancecollaboration throughout the Group at Group Audit & Supervisory Board Members’ Liaison Meetings.
(e) The Company shall establish a liaison office for the Audit & Supervisory Board and Group Audit & Supervisory Board Members’
Liaison Meetings in the Internal Audit Department of the Company to promote efficient audits by Audit & Supervisory Board
Members of the Company and each Group company.
(f) The Company shall receive explanations on the contents of its accounts from the Accounting Auditor as needed and exchange
information to realize a collaborative framework for effective audits.
(iv) Overview of the agreement on liability limitation
The Company’s Articles of Incorporation allow for the conclusion of agreements with Directors (excluding Executive Directors, etc.) and
Audit & Supervisory Board Members limiting liability stipulated in Article 423, paragraph (1) of the Companies Act. The Company hasentered into an agreement on liability limitation with all Outside Directors and Audit & Supervisory Board Members in accordance withsuch Articles of Incorporation. The amount of liability allowed for in those agreements is as per the minimum amount of liability provided
for under Article 425, paragraph (1) of the Companies Act.
(v) Summary of the directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3, paragraph (1) of theCompanies Act, with an insurance company. The insureds of this policy include Directors, Audit & Supervisory Board Members andExecutive Officers of the Company and its subsidiaries, and the insureds do not pay the insurance premium. This policy covers losses,
such as the amount of indemnification and litigation expenses incurred by the insureds in case where claims for the insureds’ action (oromission) based on their position in the Company is brought forward. However, in order not to lose appropriateness of the execution ofoperation by the insureds, the policy does not cover the insureds’ criminal acts or illegal acts done intentionally.
(vi) Requirements for resolution to elect Directors
The Company prescribes in its Articles of Incorporation that a resolution to elect Directors shall be made by a majority of the votes of theshareholders present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled
to exercise their votes at such meetings are present and that such resolutions shall not be conducted by cumulative voting.
(vii) Organizational body to determine dividends of surplus, etc.
The Company prescribes in its Articles of Incorporation that unless otherwise provided for by laws and regulations, the Company may,by resolution of the Board of Directors, determine dividends of surplus and other matters set forth in the items of Article 459, paragraph(1) of the Companies Act. This is for the purpose of flexibly returning profits to shareholders by giving authority on dividends of surplus,
etc. to the Board of Directors.
(viii) Exemption of liabilities of Directors and Audit & Supervisory Board Members
The Company prescribes in its Article of Incorporation that pursuant to the provisions of Article 426, paragraph (1) of the Companies Act,
the Company may, by resolution of the Board of Directors, exempt a Director (including a person who was formerly a Director) and an
Audit & Supervisory Board Member (including a person who was formerly an Audit & Supervisory Board Member) from his/her liability
for damages for their acts stipulated under Article 423, paragraph (1) of the Companies Act arising from neglecting his/her duties to theextent permitted by laws and regulations. This is for the purpose of establishing an environment in which Directors and Audit &Supervisory Board Members can adequately demonstrate their abilities and accomplish their expected roles when executing their duties.
(ix) Requirements for special resolutions of the general meeting of shareholders
For the smooth operation of the general meeting of shareholders, the Company prescribes in its Articles of Incorporation that resolutionsas prescribed in Article 309, paragraph (2) of the Companies Act shall be made by at least two-thirds of the votes of the shareholders
present at such meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise
their votes at such meetings are present.

- 60 -

(x) Activities of the Board of Directors, etc.
i. Activities of the Board of Directors and the Nomination and Compensation Committee
During the fiscal year ended March 31, 2023, the Company held the Board of Directors Meeting and the Nomination and Compensation
Committee Meeting once or more a month. Attendance of each Director and Audit & Supervisory Board Member is as follows.
Nomination and
Title

Name

Board of Directors Meeting

Compensation Committee
Meeting

President

Yutaka Nagao

100% (18 of 18 meetings)

100% (12 of 12 meetings)

Executive Officer and Vice
President

Toshizo Kurisu

100% (14 of 14 meetings)*2－

Executive Officer and Vice
President

Yasuharu Kosuge

100% (14 of 14 meetings)*2－

Director

Kenichi Shibasaki

100% (18 of 18 meetings)－

Outside Director

Mariko Tokuno

100% (18 of 18 meetings)

100% (12 of 12 meetings)

Outside Director

Yoichi Kobayashi

100% (18 of 18 meetings)

100% (12 of 12 meetings)

Outside Director

Shiro Sugata

100% (18 of 18 meetings)

100% (12 of 12 meetings)

Outside Director

Noriyuki Kuga

100% (18 of 18 meetings)

100% (9 of 9 meetings)*3

Outside Director

Charles Yin

100% (14 of 14 meetings)*4

100% (9 of 9 meetings)*3

Audit & Supervisory Board
MemberYoshihiro Kawasaki

100% (18 of 18 meetings)－

Audit & Supervisory Board
MemberTsutomu Sasaki

100% (14 of 14 meetings)*4－

Takashi Yamashita

100% (18 of 18 meetings)－

Ryuji Matsuda

100% (18 of 18 meetings)－

Outside Audit & Supervisory
Board Member

Yoshihide Shimoyama

100% (18 of 18 meetings)－

Chairperson of the Board of
Directors*5

Masaki Yamauchi

100% (4 of 4 meetings)*6

100% (3 of 3 meetings)*7

Director*5

Haruo Kanda

100% (4 of 4 meetings)*6－

Outside Director*5

Masakatsu Mori

100% (4 of 4 meetings)*6

100% (3 of 3 meetings)*7

Audit & Supervisory Board
Member*5

Mamoru Matsuno

100% (4 of 4 meetings)*6－

Outside Audit & Supervisory
Board Member
Outside Audit & Supervisory
Board Member

Notes:

1. The numbers in parentheses indicate the number of meetings attended/the number of meetings held during the term of office.
2. He was appointed as Director at the Ordinary General Meeting of Shareholders held on June 23, 2022. His attendance as
Executive Officer prior thereto is not included.
3. He was elected as member of the Nomination and Compensation Committee at the Board of Directors Meeting held on June23, 2022.
4. He was appointed as Director and Audit & Supervisory Board Member at the Ordinary General Meeting of Shareholders heldon June 23, 2022.
5. The titles presented above are those held during the terms of office.
6. He retired due to the expiration of his term of office at the Ordinary General Meeting of Shareholders held on June 23, 2022.
7. He retired due to the expiration of his term of office at the Board of Directors Meeting held on June 23, 2022.

ii. Specific details of discussion(a) Board of Directors
The Board of Directors checks and supervises the status of business execution, the status of initiatives in each business area
based on medium- to long-term management strategies, matters related to corporate governance, etc. In the fiscal year ended
March 31, 2023, the Board discussed matters, including reinforcement of corporate sales capabilities in global and otherdomains, revisions to reported freight rates for TA-Q-BIN and other services, structural reform of network operations, the statusof the promotion of sustainable management, the status of company-wide risk management and internal control, assessment of
the effectiveness of the Board of Directors, and the status of dialogue with shareholders and investors.

- 61 -

(b) Nomination and Compensation Committee• The Committee deliberated on and determined matters concerning the appointment and dismissal of Directors, Audit &Supervisory Board Members, and Executive Officers, policies regarding the compensation to be received by Directors andExecutive Officers, and processes to increase objectivity and transparency, verified the appropriateness of the details thereof,
and brought them up at the Board of Directors Meetings.
• In order to sustainably strengthen corporate competitiveness, the Committee deliberated on matters related to nomination
processes for developing and selecting candidates for the person who will succeed the President in the future.

- 62 -

(2) Status of Officers(i) List of Officers
i. The status of officers as of June 16, 2023 (the Filing Date of the Annual Securities Report) is as follows.
13 men and 1 woman (ratio of women: 7.1%)
Title

Name

Apr. 2010
August 31, 1965

Apr. 2013
Apr. 2015
Apr. 2015
Jun. 2017
Apr. 2019
Apr. 2021
Apr. 1983
Jul. 1999
Jun. 2002
Apr. 2006
Apr. 2012
Apr. 2017

Representative
Director, Executive
Officer and Vice
President

Toshizo Kurisu

September 29, 1960

Apr. 2019
Mar. 2020
Apr. 2021
Feb. 2022
Feb. 2022
Feb. 2022
Jun. 2022
Apr. 1985
Jun. 1997
Feb. 2002
Apr. 2004
May 2006
Apr. 2011

Representative
Director, Executive
Officer and Vice
President

Yasuharu Kosuge

Note 330

Joined the Company
General Manager of Accounting Division
General Manager of Finance Division
Executive Officer
Representative Director, Executive Officer and President of
Yamato Financial Co., Ltd.
Representative Director and Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Representative Director, Executive Officer and President of
Yamato Transport Co., Ltd.
Managing Executive Officer of the Company
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Executive Officer and Vice President of the Company
Responsible for Finance, Public Relations and Digital
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)
Representative Director, Executive Officer and Vice President of
the Company (current)

Note 335

Joined the Company
Project Manager of Work System Project
Regional Branch Manager of Okayama Regional Branch
Regional Branch Manager of Yokohama Regional Branch
Regional Branch Manager of Kita Tokyo Regional Branch of
Yamato Transport Co., Ltd.
General Manager of Corporate Sales Division of Yamato Transport
Co., Ltd.
Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer of the Company
Note 3
Representative Director, Executive Officer and President of
Yamato Logistics Co., Ltd.
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Senior Managing Executive Officer of the Company
Responsible for Management Strategy and Human Resources
Representative Director and Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Representative Director, Executive Officer and Vice President of
the Company (current)
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)

6

Brief career summary

Apr. 2009

Yutaka Nagao

Joined the Company
Regional Branch Manager of Yamaguchi Regional Branch
Regional Branch Manager of Saitama Regional Branch of Yamato
Transport Co., Ltd.
General Manager of TSS Sales Promotion Office, Yamato
Transport Co., Ltd.
Executive Officer and President of Kanto Regional Office, Yamato
Transport Co., Ltd.
Managing Executive Officer, Yamato Transport Co., Ltd.
Executive Officer of the Company
Representative Director, Executive Officer and President of
Yamato Transport Co., Ltd.
Director and Executive Officer of the Company
Representative Director, Executive Officer and President (current)
Representative Director, Executive Officer and President of
Yamato Transport Co., Ltd. (current)

Date of birth

Apr. 1988
Apr. 2004
Apr. 2006

Representative
Director, Executive
Officer and President

Term

Number ofsharesheld(Thousandsof shares)June 21, 1961

Apr. 2014
Apr. 2016
Apr. 2019
Apr. 2019
Apr. 2021
Feb. 2022
Feb. 2022
Feb. 2022
Jun. 2022
Jun. 2022- 63 -

TitleName

Term

Number ofsharesheld(Thousandsof shares)

Joined the Company
Regional Branch Manager of Saitama Regional Branch
General Manager of Education Division
General Manager of Operation Division
Representative Director, Executive Officer and President of
Yamato Financial Co., Ltd.
Executive Officer of the Company
Managing Executive Officer
Senior Managing Executive Officer
Responsible for Financing Strategy and Coordinator–General of
Investor Relations Strategy
Director and Senior Managing Executive Officer
Representative Director, Executive Officer and Vice President
Supervisor of ESG Strategy, Marketing Strategy, Public Relations
Strategy, Financing Strategy, Investor Relations Strategy, andLegal Strategy, and responsible for Internal Audit
Responsible for overseeing Managing Section
Representative Director of the Company
Director (current)

Note 338

Joined Louis Vuitton Japan KK
Senior Director for Sales Administration, Louis Vuitton Japan KK
Vice President of Tiffany & Co. Japan Inc.
Representative Director and President of Christian Dior Japan KK
Representative Director, President and CEO of Ferragamo Japan
KK
Jun. 2017
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of HAPPINET CORPORATION
Outside Director of Mitsubishi Materials Corporation
Outside Director of Shiseido Company, Limited

Note 35Note 3

6Note 3－Note 3

1

Date of birth

Brief career summary

Apr. 1980
Jun. 1997
Jun. 1999
Apr. 2003
Feb. 2006

Director

Kenichi Shibasaki

October 16, 1955

Apr. 2006
Apr. 2012
Apr. 2016
Apr. 2017
Jun. 2018
Apr. 2019
Apr. 2019

Mar. 2020Feb. 2022
Jun. 2022
Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010
Sep. 2013
Director

Mariko Tokuno

October 6, 1954

Director

Yoichi Kobayashi

July 21, 1949

Director

Shiro Sugata

November 17, 1949

Apr. 1973
Joined ITOCHU Corporation
Jun. 2004
Executive Officer
Apr. 2006
Managing Executive Officer
Jun. 2006
Representative Executive Managing Director
Apr. 2008
Representative Senior Managing Director
Apr. 2011
Representative Director and Executive Vice President
Apr. 2015
Senior Advisor
Apr. 2016
Vice Chairman
Jun. 2018
Director of the Company (current)
Apr. 1972
Joined USHIO INC.
Jan. 1993
President of BLV LICHT- UND VAKUUMTECHNIK GmbH
Jun. 2000
Director and Corporate Senior Vice President of USHIO INC.
Apr. 2004
Director and Corporate Executive Vice President
Jun. 2004
Representative Director and Corporate Executive Vice President
Mar. 2005 President and CEO
Oct. 2014
Director and Corporate Advisor
Jun. 2016
Corporate Advisor
Jul. 2017
Special Corporate Advisor
Jun. 2019
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of Yokogawa Electric Corporation
Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006

Director

Noriyuki Kuga

August 25, 1955
Jun. 2007
Jun. 2011
Jun. 2016
Jun. 2020

Joined Tokyo Electron Ltd.
Vice President and General Manager
President and Representative Director of Tokyo Electron BP Ltd.
Executive Vice President of TOKYO ELECTRON DEVICE
LIMITED
Corporate Director and Executive Vice President
Senior Executive Vice President and Representative Director
Chairman of the Board
Director of the Company (current)- 64 -

TitleDirector

NameCharles Yin

Yoshihiro Kawasaki

May 29, 1964

Tsutomu Sasaki－

Joined Kyushu Yamato Transport Co., Ltd.
Regional Branch Manager of Kagoshima Regional Branch of
Yamato Transport Co., Ltd.
General Manager of Division of Service Quality Improvement
Executive Officer and President of Shikoku Regional Office
Audit & Supervisory Board Member
Full–time Audit & Supervisory Board Member of the Company(current)

Note 4

10

Joined the Company
General Manager of TA-Q-BIN Sales Division III
General Manager of Product Development Division of Yamato
Transport Co., Ltd.
General Manager of Manufacturer Solution Sales Division
General Manager of Global Sales Division
General Manager of Sales Strategy Division
Executive Officer of the Company
Representative Director, Executive Officer and President of
Yamato Logistics Co., Ltd.
Managing Executive Officer of the Company
Representative Director, Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Senior Managing Executive Officer of the Company
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Attached to the President of the Company
Full-time Audit & Supervisory Board Member of the Company(current)

Note 512Note 6－Note 7－

Brief career summary

Feb. 1990
Mar. 1992
Sep. 1996
Aug. 2007
Jul. 2018
Jun. 2022

Joined L3, Inc. (New York)
Vice President
Joined Fuji Xerox Asia Pacific Pte. Ltd. (Singapore)
CEO of Worldwide City Group (Hong Kong)
Executive Chairman (current)
Director of the Company (current)(Important Concurrent Positions at Other Organizations)Executive Chairman of Worldwide City Group (Hong Kong)
Chairman of China-Japan CEO Forum
Chairman of China-Japan Asia CEO Forum

November 12, 1954

Feb. 2006
Apr. 2010
Jun. 2015
Jun. 2019
Apr. 1987
Apr. 2005
Jul. 2006

Full-time Audit &Supervisory Board
Member

Note 3

Date of birthSep. 1992
Apr. 2003
Full-time Audit &Supervisory Board
MemberTerm

Number ofsharesheld(Thousandsof shares)

November 13, 1964

Apr. 2007
Apr. 2009
Apr. 2011
Apr. 2017
Sep. 2018
Apr. 2019
Mar. 2020
Apr. 2021
Apr. 2021
Feb. 2022
Jun. 2022
Oct. 1983
Mar. 1987
May 2003

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Takashi Yamashita

Ryuji Matsuda

February 18, 1956

April 30, 1955

Joined Asahi Accounting Company
Registered as Certified Public Accountant
Representative Partner of Asahi & Co. (currently: KPMG AZSA
LLC)Aug. 2014 Established Takashi Yamashita CPA Office, Representative(current)
Jan. 2015
Registered as Certified Tax Accountant
Jun. 2017
Outside Audit & Supervisory Board Member of the Company(current)(Important Concurrent Positions at Other Organizations)Representative of Takashi Yamashita CPA OfficeOutside Director of SHIN NIPPON BIOMEDICAL LABORATORIES, LTD.
Apr. 1986
Jul. 1992
Jun. 2007
Jun. 2008
May 2012
Jun. 2014

Registered as Attorney at Law and Certified Public Accountant
Established Matsuda Law Office (current)
Audit & Supervisory Board Member of SQUARE ENIX CO., LTD.
Audit & Supervisory Board Member of Seika Corporation
Auditor of the Japan Federation of Bar Associations
Auditor of ASAHI GROUP ARTS FOUNDATION (currently: ASAHIGROUP FOUNDATION) (current)
Jun. 2020
Outside Audit & Supervisory Board Member of the Company(current)(Important Concurrent Positions at Other Organizations)
Attorney at Law, Matsuda Law Office- 65 -

TitleName

Date of birth

Brief career summary

Term

Number ofsharesheld(Thousandsof shares)

Note 71

Apr. 1976

Audit & Supervisory
Yoshihide Shimoyama
Board Member

April 24, 1951

Joined Nihon Cement Co., Ltd. (currently: Taiheiyo Cement
Corporation)
Apr. 2006
General Manager of Technology Planning Department, Central
Research Laboratory
Mar. 2008 President and Representative Director of Taiheiyo Consultant Co.,Ltd.
Apr. 2015
Advisor
Jun. 2020
Outside Audit & Supervisory Board Member of the Company(current)(Important Concurrent Positions at Other Organizations)
Outside Audit & Supervisory Board Member of NIPPON HUMECORPORATION
Total

Notes:

1.
2.
3.
4.
5.
6.
7.
8.
9.

149

Directors Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga and Charles Yin are Outside Directors.
Audit & Supervisory Board Members Takashi Yamashita, Ryuji Matsuda and Yoshihide Shimoyama are Outside Audit & Supervisory
Board Members.
One year from the conclusion of the Ordinary General Meeting of Shareholders held on June 23, 2022.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 25, 2019.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 23, 2022.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 24, 2021.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 23, 2020.
Important Concurrent Positions at Other Organizations are as of March 31, 2023.
The Company has introduced an executive officer system. Of the six executive officers, the following three do not concurrently serve
as Directors.
Title

Name

Senior Managing Executive Officer

Tomoki Otani

Senior Managing Executive Officer

Shinji Makiura

Managing Executive Officer

Atsushi Kashimoto- 66 -

ii. The Company has proposed the “Election of eight (8) Directors” and “Election of one (1) Audit & Supervisory Board Member” as agenda
items (Matters to be resolved) at the Ordinary General Meeting of Shareholders held on June 23, 2023, and if these agenda items
are approved as proposed, the status of the Company’s officers should be as follows.
Note that this also includes a description of the matters to be resolved (titles) at the Board of Directors and Audit & Supervisory
Board meetings scheduled to be convened immediately following such Ordinary General Meeting of Shareholders.
12 men and 1 woman (ratio of women: 7.7%)
Title

Name

Date of birth

Brief career summary

Apr. 1988
Apr. 2004
Apr. 2006
Apr. 2009
Representative
Director, Executive
Officer and President

Apr. 2010
Yutaka Nagao

August 31, 1965

Apr. 2013
Apr. 2015
Apr. 2015
Jun. 2017
Apr. 2019
Apr. 2021
Apr. 1983
Jul. 1999
Jun. 2002
Apr. 2006
Apr. 2012
Apr. 2017

Representative
Director, Executive
Officer and Vice
President

Toshizo Kurisu

September 29, 1960

Apr. 2019
Mar. 2020
Apr. 2021
Feb. 2022
Feb. 2022
Feb. 2022
Jun. 2022

Term

Number ofshares held(Thousandsof shares)

Joined the Company
Regional Branch Manager of Yamaguchi Regional Branch
Regional Branch Manager of Saitama Regional Branch of Yamato
Transport Co., Ltd.
General Manager of TSS Sales Promotion Office, Yamato
Transport Co., Ltd.
Executive Officer and President of Kanto Regional Office, Yamato
Transport Co., Ltd.
Note 3
Managing Executive Officer, Yamato Transport Co., Ltd.
Executive Officer of the Company
Representative Director, Executive Officer and President of Yamato
Transport Co., Ltd.
Director and Executive Officer of the Company
Representative Director, Executive Officer and President (current)
Representative Director, Executive Officer and President of Yamato
Transport Co., Ltd. (current)

30

Joined the Company
General Manager of Accounting Division
General Manager of Finance Division
Executive Officer
Representative Director, Executive Officer and President of Yamato
Financial Co., Ltd.
Representative Director and Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Representative Director, Executive Officer and President of Yamato
Note 3
Transport Co., Ltd.
Managing Executive Officer of the Company
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Executive Officer and Vice President of the Company
Responsible for Finance, Public Relations and Digital
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)
Representative Director, Executive Officer and Vice President of
the Company (current)35- 67 -

TitleName

Date of birth

Brief career summary

Apr. 1985
Jun. 1997
Feb. 2002
Apr. 2004
May 2006

Yasuharu Kosuge

6Note 3

5

Jun. 2017

Joined Louis Vuitton Japan KK
Senior Director for Sales Administration, Louis Vuitton Japan KK
Vice President of Tiffany & Co. Japan Inc.
Representative Director and President of Christian Dior Japan KK
Representative Director, President and CEO of Ferragamo Japan
KK
Director of the Company (current)

July 21, 1949

Apr. 1973
Jun. 2004
Apr. 2006
Jun. 2006
Apr. 2008
Apr. 2011
Apr. 2015
Apr. 2016
Jun. 2018

Joined ITOCHU Corporation
Executive Officer
Managing Executive Officer
Representative Executive Managing Director
Representative Senior Managing Director
Representative Director and Executive Vice President
Senior Advisor
Vice Chairman
Director of the Company (current)

Note 3

6

November 17, 1949

Apr. 1972
Jan. 1993
Jun. 2000
Apr. 2004
Jun. 2004
Mar. 2005
Oct. 2014
Jun. 2016
Jul. 2017
Jun. 2019

Joined USHIO INC.
President of BLV LICHT- UND VAKUUMTECHNIK GmbH
Director and Corporate Senior Vice President of USHIO INC.
Director and Corporate Executive Vice President
Representative Director and Corporate Executive Vice President
President and CEO
Director and Corporate Advisor
Corporate Advisor
Special Corporate Advisor
Director of the Company (current)

Note 3－

August 25, 1955

Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006
Jun. 2007
Jun. 2011
Jun. 2016
Jun. 2020

Joined Tokyo Electron Ltd.
Vice President and General Manager
President and Representative Director of Tokyo Electron BP Ltd.
Executive Vice President of TOKYO ELECTRON DEVICE LIMITED
Note 3
Corporate Director and Executive Vice President
Senior Executive Vice President and Representative Director
Chairman of the Board
Director of the Company (current)

1June 21, 1961

Apr. 2014
Apr. 2016
Apr. 2019
Apr. 2019
Apr. 2021
Feb. 2022
Feb. 2022
Feb. 2022
Jun. 2022
Jun. 2022

Director

Director

Director

Director

Mariko Tokuno

Yoichi Kobayashi

Shiro Sugata

Noriyuki Kuga

(Thousandsof shares)

Joined the Company
Project Manager of Work System Project
Regional Branch Manager of Okayama Regional Branch
Regional Branch Manager of Yokohama Regional Branch
Regional Branch Manager of Kita Tokyo Regional Branch of
Yamato Transport Co., Ltd.
General Manager of Corporate Sales Division of Yamato Transport
Co., Ltd.
Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer of the Company
Note 3
Representative Director, Executive Officer and President of Yamato
Logistics Co., Ltd.
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Senior Managing Executive Officer of the Company
Responsible for Management Strategy and Human Resources
Representative Director, Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Representative Director, Executive Officer and Vice President of
the Company (current)
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)

Apr. 2011

Representative
Director, Executive
Officer and Vice
President

Term

Number ofshares held

October 6, 1954

Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010
Sep. 2013- 68 -

TitleDirector

Full-time Audit &Supervisory Board
MemberNameCharles Yin

Tsutomu Sasaki

Date of birth

May 29, 1964

November 13, 1964

Brief career summary

TermFeb. 1990
Mar. 1992
Sep. 1996
Aug. 2007
Jul. 2018
Jun. 2022

Joined L3, Inc. (New York)
Vice President
Joined Fuji Xerox Asia Pacific Pte. Ltd. (Singapore)
CEO of Worldwide City Group (Hong Kong)
Executive Chairman (current)
Director of the Company (current)

Note 3－Apr. 1987
Apr. 2005
Jul. 2006

Joined the Company
General Manager of TA-Q-BIN Sales Division III
General Manager of Product Development Division of Yamato
Transport Co., Ltd.
General Manager of Manufacturer Solution Sales Division
General Manager of Global Sales Division
General Manager of Sales Strategy Division
Executive Officer of the Company
Representative Director, Executive Officer and President of Yamato
Note 4
Logistics Co., Ltd.
Managing Executive Officer of the Company
Representative Director, Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Senior Managing Executive Officer of the Company
Senior Managing Executive Officer of Yamato Transport Co., Ltd.
Attached to the President of the Company
Full-time Audit & Supervisory Board Member of the Company(current)

12

Joined the Company
General Manager of Finance Division, Yamato Transport Co., Ltd.
Managing Executive Officer
Director and Managing Executive Officer, Yamato Management
Services Co.
General Manager, Professional Service Function Division, Yamato
Transport Co., Ltd.
General Manager of Project Group, Finance Division
Human Resources Department of the Company
Full–time Audit & Supervisory Board Member (current)

Note 5

6

Joined Asahi Accounting Company
Registered as Certified Public Accountant
Representative Partner of Asahi & Co. (currently: KPMG AZSA
LLC)
Established Takashi Yamashita CPA Office, Representative(current)
Registered as Certified Tax Accountant
Outside Audit & Supervisory Board Member of the Company(current)

Note 6－

Registered as Attorney at Law and Certified Public Accountant
Established Matsuda Law Office (current)
Audit & Supervisory Board Member of SQUARE ENIX CO., LTD.
Audit & Supervisory Board Member of Seika Corporation
Auditor of the Japan Federation of Bar Associations
Auditor of ASAHI GROUP ARTS FOUNDATION (currently: ASAHIGROUP FOUNDATION) (current)
Outside Audit & Supervisory Board Member of the Company(current)

Note 7－

Apr. 2007
Apr. 2009
Apr. 2011
Apr. 2017
Sep. 2018
Apr. 2019
Mar. 2020
Apr. 2021
Apr. 2021
Feb. 2022
Jun. 2022

Full-time Audit &Supervisory Board
MemberApr. 1980
Nov. 2007
Apr. 2019
Mar. 2020
Yoshito Shoji

April 22, 1961

Apr. 2021
Apr. 2022
Feb. 2023
Jun. 2023
Oct. 1983
Mar. 1987
May 2003

Audit & Supervisory
Board Member

Takashi Yamashita

February 18, 1956

Aug. 2014
Jan. 2015
Jun. 2017

Audit & Supervisory
Board Member

Ryuji Matsuda

April 30, 1955

Number ofshares held

Apr. 1986
Jul. 1992
Jun. 2007
Jun. 2008
May 2012
Jun. 2014
Jun. 2020- 69 -(Thousandsof shares)TitleName

Date of birth

Brief career summary

Apr. 1976
Apr. 2006
Audit & Supervisory
Yoshihide Shimoyama
Board Member

April 24, 1956

Mar. 2008
Apr. 2015
Jun. 2020

Notes:

Joined Nihon Cement Co., Ltd. (currently: Taiheiyo Cement
Corporation)
General Manager of Technology Planning Department, Central
Research Laboratory
President and Representative Director of Taiheiyo Consultant Co.,
Ltd.
AdvisorOutside Audit & Supervisory Board Member of the Company(current)
Total

Term

Note 7

Number ofshares held(Thousandsof shares)

1106

1. Directors Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga and Charles Yin are Outside Directors.
2. Audit & Supervisory Board Members Takashi Yamashita, Ryuji Matsuda and Yoshihide Shimoyama are Outside Audit & Supervisory
Board Members.
3.
4.

One year from the conclusion of the Ordinary General Meeting of Shareholders to be held on June 23, 2023.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 23, 2022.

5.
6.

Four years from the conclusion of the Ordinary General Meeting of Shareholders to be held on June 23, 2023.
Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 24, 2021.

7.
8.

Four years from the conclusion of the Ordinary General Meeting of Shareholders held on June 23, 2020.
The Company has introduced an executive officer system. Of the six executive officers, the following three do not concurrently serve
as Directors.
Title

Name

Senior Managing Executive Officer

Tomoki Otani

Senior Managing Executive Officer

Shinji Makiura

Managing Executive Officer

Atsushi Kashimoto- 70 -

(ii) Information about Outside Directors (and other outside officers)
The Company has elected five Outside Directors and three Outside Audit & Supervisory Board Members. There is no human relationship,
capital relationship, business relationship, or other interest between the Company and the Outside Directors and Outside Audit &Supervisory Board Members and between the Company and the companies where the Outside Directors and Outside Audit &Supervisory Board Members are, or were, officers or employees.
The Outside Directors provide remarks and advice that are necessary for overall management as appropriate and improve themanagement in cooperation with the Accounting Audit and Internal Audit Departments.
The Outside Audit & Supervisory Board Members attend meetings of the Audit & Supervisory Board and meetings between the President
and the Outside Directors and Audit & Supervisory Board Members, which are regularly held. They provide remarks that are necessary
from the standpoint of the Audit & Supervisory Board Members, confirm the job execution status of Directors, and ask questions about
management measures.
The Company has the five Outside Directors, of the nine Directors in total, to check its management from an objective point of view, andits functioning is strengthened by having more than half of all the Directors being Outside Directors. In order to strengthen the auditing
function over the Company’s business execution, three of the five Audit & Supervisory Board Members are Outside Audit & Supervisory
Board Members, and its functioning is strengthened by having more than half of all the Audit & Supervisory Board Members being
Outside Audit & Supervisory Board Members.
The following is the Company’s ideas about the election of Outside Directors and Outside Audit & Supervisory Board Members as ofJune 16, 2023 (the Filing Date of the Annual Securities Report).
In addition, the Company has proposed the “Election of eight (8) Directors” as an agenda item (Matters to be resolved) at the Ordinary
General Meeting of Shareholders held on June 23, 2023. If this agenda item is approved as proposed, the Outside Directors as of thefiling date should be elected.
<Outside Directors>
Name

Reasons for the election of the Outside Director
Mariko Tokuno possesses abundant experience and considerable insight, particularly in the fields ofmarketing/sales and global business, as a corporate manager. She has been utilizing this insight to furnish advice
on the Company’s general management from a managerial standpoint in addition to the standpoint of customers

Mariko Tokuno

and employees, particularly regarding business execution, business strategy, and human resources strategy.
Accordingly, in order to further enhance our management structure, the Company has elected her as an Outside
Director.
The Company appointed Mariko Tokuno as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered her as such with that exchange. Mariko Tokuno satisfies the requirements
for Criteria for Determining Independence of the Company.
Yoichi Kobayashi possesses abundant experience and considerable insight, particularly in the fields ofmarketing/sales and global business, as a corporate manager. He has been utilizing this insight to furnish advice

Yoichi
Kobayashion the Company’s general management from a managerial standpoint, particularly regarding business execution,business strategy, and investment resources strategy. Accordingly, in order to further enhance our management
structure, the Company has elected him as an Outside Director.
The Company appointed Yoichi Kobayashi as an independent officer, as provided for under the provisions ofTokyo Stock Exchange, Inc., and registered him as such with that exchange. Yoichi Kobayashi satisfies therequirements for Criteria for Determining Independence of the Company.
Shiro Sugata possesses abundant experience and considerable insight, particularly in the fields ofmarketing/sales, IT/digital technology and global business as a corporate manager. He has been utilizing thisinsight to furnish advice on the Company’s general management from a managerial standpoint, particularly

Shiro Sugata

regarding business execution, business strategy, increasing productivity, and cost structure reform. Accordingly,
in order to further enhance our management structure, the Company has elected him as an Outside Director.
The Company appointed Shiro Sugata as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered him as such with that exchange. Shiro Sugata satisfies the requirements for
Criteria for Determining Independence of the Company.

- 71 -

Name

Reasons for the election of the Outside Director
Noriyuki Kuga possesses abundant experience and considerable insight, particularly in the fields of
personnel/labor management, finance/accounting and global business as a corporate manager. He has been

Noriyuki Kuga

utilizing this insight to furnish advice on the Company’s general management from a managerial standpoint,
particularly regarding business execution, financial strategy, and corporate governance. Accordingly, in order tofurther enhance our management structure, the Company has elected him as an Outside Director.
The Company appointed Noriyuki Kuga as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered him as such with that exchange. Noriyuki Kuga satisfies the requirements
for Criteria for Determining Independence of the Company.
Charles Yin possesses abundant experience and considerable insight, particularly in the fields of marketing/sales,
IT/digital technology and global business as a corporate manager. He has been utilizing this insight to furnish
advice on the Company’s general management from a managerial standpoint, particularly regarding businessCharles Yin

execution and global business strategy. Accordingly, in order to further enhance our management structure, theCompany has elected him as an Outside Director.
The Company appointed Charles Yin as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered him as such with that exchange. Charles Yin satisfies the requirements for
Criteria for Determining Independence of the Company.

<Outside Audit & Supervisory Board Members>Name

Reasons for the election of the Outside Audit & Supervisory Board Member
The Company has elected Takashi Yamashita as an Outside Audit & Supervisory Board Member in order to draw
on his expertise related to finance and accounting as a certified public accountant with respect to the Company’s

TakashiYamashita

audit structure.
The Company appointed Takashi Yamashita as an independent officer, as provided for under the provisions ofTokyo Stock Exchange, Inc., and registered him as such with that exchange. Takashi Yamashita satisfies therequirements for Criteria for Determining Independence of the Company.
The Company has elected Ryuji Matsuda as an Outside Audit & Supervisory Board Member in order to draw on
his sophisticated expertise as a lawyer with respect to the Company’s audit structure.

Ryuji Matsuda

The Company appointed Ryuji Matsuda as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered him as such with that exchange. Ryuji Matsuda satisfies the requirements
for Criteria for Determining Independence of the Company.
The Company has elected Yoshihide Shimoyama as an Outside Audit & Supervisory Board Member in order toYoshihide
Shimoyama

draw on his experience as a member of the Board of Directors and an Outside Audit & Supervisory Board Member
at other companies with respect to the Company’s audit structure.
The Company appointed Yoshihide Shimoyama as an independent officer, as provided for under the provisionsof Tokyo Stock Exchange, Inc., and registered him as such with that exchange. Yoshihide Shimoyama satisfies
the requirements for Criteria for Determining Independence of the Company.

For electing the Outside Directors and Outside Audit & Supervisory Board Members, the Company has established the following original
criteria for determining their independence from the Company, based on the Criteria for Determining Independence shown by Tokyo
Stock Exchange, Inc.
The Company has appointed all of the Outside Directors and Outside Audit & Supervisory Board Members as independent officers, as
provided for under the provisions of the Tokyo Stock Exchange, Inc., and registered them as such with that exchange.
<Criteria for Determining Independence>
A party with respect to whom any of the following apply shall be deemed as not having met the requirements of independence for an
Outside Director or Outside Audit & Supervisory Board Member of the Company.
i. A party who is a major business partner*1 of either the Company or a Group company (hereinafter collectively referred to as the“Company”), or otherwise if such party is a corporation or other such entity, a person who executes business thereof;
ii. A major business partner*2 of the Company, or otherwise if such party is a corporation or other such entity, a person who executes
business thereof;- 72 -

iii. A consultant, accounting professional or legal professional who receives substantial monetary consideration and/or other economic
benefits*3 from the Company besides officer remuneration;
iv. A consultant, accounting professional, legal professional or other such professional who is a member of a corporation or other such
entity*4 that provides professional services acting as a major business partner of the Company;v. A major shareholder*5 of the Company, or otherwise if such major shareholder is a corporation or other such entity, a person who
executes business thereof;
vi. A recipient of donations*6 from the Company or a person who executes business thereof;vii. A party who fell under (i) through (vi) above in the past three years;
viii. A CPA or member of an audit corporation that served as the accounting auditor of the Company in the past three years;
ix. A person who served in the past ten years as a Director (excluding Outside Director), Audit & Supervisory Board Member (excluding
Outside Audit & Supervisory Board Member), Executive Officer, or employee of the Company;x. A close relative*7 of a person (limited to consequential persons*8) with respect to whom any of the aforementioned apply.
Note 1: Refers to business partners with whom the transaction value in the most recent business year exceeds 2% of the full-year
consolidated operating revenue of said Group.
Note 2: Refers to business partners with whom the transaction value in the most recent business year exceeds 2% of the full-year
consolidated operating revenue of the Company or financial institutions whose loans to the Company in the same business year
exceed 2% of the consolidated total assets of the Company.
Note 3: Refers to monetary consideration or other economic benefits in excess of 10 million yen for the full year in the most recent
business year.
Note 4: Refers to corporations or other entities that have received payments from the Company that are 2% or more than the consolidated
operating revenue of that corporation or entity on average over the most recent three business years.
Note 5: Refers to a party or corporation that directly or indirectly holds 10% or more of the total voting rights of the Company.
Note 6: Refers to donations that exceed 10 million yen in a single business year or donations in excess of 2% of the full-year operating
revenue of the most recent business year of the party that received the donations when that party is a corporation.
Note 7: Refers to a spouse or a relative within the second degree.
Note 8: “Consequential persons” refers to Directors (excluding Outside Directors), Executive Officers and persons who execute businessin a position of General Manager or higher as well as persons belonging to an audit corporation or accounting office who are CPAs,
persons belonging to a legal professional corporation or law office who are lawyers, or other persons objectively and rationallydetermined to have consequentiality equivalent thereto.
(3) Information about Audits
1) Information about audits by Audit & Supervisory Board Members
i. Organization, staff, and procedures of audits by Audit & Supervisory Board Members
The Audit & Supervisory Board is comprised of two Full-time Audit & Supervisory Board Members and three Outside Audit &Supervisory Board Members. Yoshihiro Kawasaki, Full-time Audit & Supervisory Board Member, possesses considerable insight into
finance and accounting related matters through his experience in business management, business operation and as a Full-time Audit& Supervisory Board Member of the Company’s subsidiary, Yamato Transport Co., Ltd. over many years. Takashi Yamashita, Outside
Audit & Supervisory Board Member, possesses considerable insight into finance and accounting related matters through his services
as a certified public accountant. Ryuji Matsuda, Outside Audit & Supervisory Board Member, possesses considerable insight into
finance and accounting related matters through his services as an attorney. Yoshihide Shimoyama, Outside Audit & Supervisory Board
Member, possesses considerable insight into finance and accounting related matters through his experience as a director and an
outside audit & supervisory board member at other companies. The Company has assigned a dedicated person who supports the
Audit & Supervisory Board Members to ensure a system where their audit work is executed smoothly.
The Audit & Supervisory Board Members attend the Board of Directors meetings and other important meetings and oversee theexecution of duties by the Directors in accordance with the audit policy, allocation of work, etc., thereby enhancing sound management
and social trust in the Company. The Audit & Supervisory Board Members hold Group Audit & Supervisory Board Members’ Liaison
Meetings on a regular basis and discuss the audit policy and method with the full-time audit & supervisory board members of theGroup’s major business companies, exchange information, and strengthen the relationships with them. They also hold regular
reporting sessions with internal auditors and exchange information with them. The Audit & Supervisory Board Members maintainindependence from the Accounting Auditors and monitor and verify whether they implemented appropriate audits, and they receive
reports from the Accounting Auditors regarding the performance of their duties and seek explanations as necessary.

- 73 -

ii. Activities of Audit & Supervisory Board Members and Audit & Supervisory Board
In the fiscal year under review, the Audit & Supervisory Board held 18 meetings, made 17 resolutions (about the audit plan, the audit
report, agenda items on the election of Audit & Supervisory Board Members at the General Meeting of Shareholders, evaluatedreappointing the Accounting Auditors, and other items) and issued 34 reports (details of the reports based on the whistleblowing
system, the status of implementing the internal audit, the operational status of the internal control system, and others) throughout theyear. Each meeting lasted about 78 minutes on average. The following shows the attendance records of the Audit & Supervisory
Board Members.
Title

Name

Attendance at Audit &Supervisory Board meetings

Full-time Audit & Supervisory Board Member

Yoshihiro Kawasaki

18 of 18 meetings (100%)

Full-time Audit & Supervisory Board Member

Mamoru Matsuno

4 of 4 meetings (100%)

Full-time Audit & Supervisory Board Member

Tsutomu Sasaki

14 of 14 meetings (100%)

Outside Audit & Supervisory Board Member

Takashi Yamashita

18 of 18 meetings (100%)

Outside Audit & Supervisory Board Member

Ryuji Matsuda

18 of 18 meetings (100%)

Outside Audit & Supervisory Board Member

Yoshihide Shimoyama

18 of 18 meetings (100%)* The attendance at Audit & Supervisory Board meetings of Mamoru Matsuno, Full-time Audit & Supervisory Board Member, is his
attendance at the Audit & Supervisory Board meetings that were held before his retirement on June 23, 2022. The attendance at
Audit & Supervisory Board meetings of Tsutomu Sasaki, Full-time Audit & Supervisory Board Member, is his attendance at the
Audit & Supervisory Board meetings that were held after his appointment on June 23, 2022.
The Audit & Supervisory Board set the following as its significant audit items: the status of decision making by Directors, the status ofinitiatives to reinforce the internal control system and Group companies’ management, the compliance risk management systems,
information management systems, and the progress concerning key initiatives to further materialize the three business transformations
and the three infrastructure transformations prescribed as basic policies in “One Yamato 2023,” our Medium-term Management Plan.
In addition, the Audit & Supervisory Board received detailed explanation for impairment of Yamato Transport Co., Ltd.’s non-current
assets and valuation of shares of the Company’s subsidiaries and associates, which were recognized as Key Audit Matters (KAM) for
the fiscal year ended March 31, 2023, from the finance department and the Accounting Auditor and asked them questions.
The Audit & Supervisory Board Members attended the Board of Directors meetings, oversaw the proceedings of management andthe resolutions, and expressed their opinions as necessary. The total attendance rate was 100%. The Audit & Supervisory Board held
semi-annual meetings to exchange opinions with the President and exchanged opinions based on the audit reports and audit findings.
It also received reports from Directors, Executive Officers, and general managers in charge of business departments and exchanged
opinions with them as necessary.
The Full-time Audit & Supervisory Board Members attended meetings of the management committee and other important meetings.
The Full-time and Outside Audit & Supervisory Board Members exchanged opinions with the representative directors of Group
companies as necessary.
2) Information about internal audits
The Company has established the Internal Audit Department as an independent organization. Under the internal audit supervisor of theCompany, there are 173 internal auditors within the Group. According to the annual audit plan, they audit whether the Company andGroup companies properly and efficiently execute their businesses. As for audit results, the Company has established a dual-reporting
structure, including monthly reports to the President and Audit & Supervisory Board Members as well as regular reports to the Board of
Directors and the Audit & Supervisory Board. The Company holds regular audit meetings within the Group and discusses audit policies
and problems and improvement proposals based on audit results with internal auditors. The Company also makes efforts to improve andmaintain the effectiveness of internal control over financial reporting in cooperation with the internal control departments of Group
companies. In addition, internal auditors, Audit & Supervisory Board Members, and the Accounting Auditors regularly exchange
information with each other on audit plans and audit results. They also attend each other’s audits. The Company is thus working tostrengthen coordination in its three-pillar audit system for effective audits.

- 74 -

3) Information about accounting audits
i. Name of audit firm
Deloitte Touche Tohmatsu LLC
ii. Years of continuous auditing
Since 1983
iii. Certified public accountants who executed the audit duties
Designated Engagement Partner CPA Koichi Yano
Designated Engagement Partner CPA Shinji Seki
Designated Engagement Partner CPA Yusuke Kumei
iv. Composition of assistants who supported audit duties
The auditing team for the Company includes 10 other CPAs and 34 other assistants.
v. Policy and reason for appointing audit firm
The Company comprehensively takes into account the capabilities of the Accounting Auditors to properly react to the Company’sbusiness size, diversification and internationalization of its business domains in line with the development of Group management andenvironmental changes, such as revisions to the laws, orders, and criteria with respect to accounting. And it evaluates the Accounting
Auditors according to the evaluation criteria for selecting and reappointing or not reappointing the Accounting Auditors set by the Audit& Supervisory Board. Based on the above, the Company confirms the Accounting Auditors’ quality control system, independence, andexpertise before electing the Accounting Auditors.
Moreover, the Audit & Supervisory Board evaluates whether the election of the Accounting Auditors is proper or not according to thecriteria for the election and reappointment or not of the Accounting Auditors.
If the Company’s Audit & Supervisory Board recognizes a fact about the Accounting Auditors, as the Company’s accounting auditors,
that falls under the matters prescribed in each item of Article 340, paragraph (1) of the Companies Act, it shall deliberate on thedismissal of the Accounting Auditors based on that fact and shall dismiss the Accounting Auditors if there is consent from all membersof the Audit & Supervisory Board.
If the Company’s Audit & Supervisory Board recognizes a fact deemed to show that the audit quality and other standards of the
Accounting Auditors, as the Company’s accounting auditors, are insufficient for performing audit services, it shall deliberate on the
non-reappointment of the Accounting Auditors based on that fact and shall resolve an agenda item for the non-reappointment of the
Accounting Auditors to be submitted to the General Meeting of Shareholders.
The details of the criteria for the election of the Accounting Auditor are as follows.
(Details of criteria for election of Accounting Auditor)
a. Overview of audit firmb. Audit implementation system, etc.
c. Estimated audit fee amount- 75 -

vi. Evaluation of audit firm by the Audit & Supervisory Board and its Members
The Audit & Supervisory Board has set the criteria for electing and reappointing or not reappointing the Accounting Auditors. According
to the criteria, the Audit & Supervisory Board monitors and verifies whether the Accounting Auditors maintain independence andimplement appropriate audits and receives reports from the Accounting Auditors regarding the performance of their duties and carries
out evaluations after seeking explanations as necessary.
In addition, the Audit & Supervisory Board received notice from the Accounting Auditors that “the system for ensuring that duties are
performed correctly” (matters set forth in each item of Article 131 of the Regulations on Corporate Accounting) is organized inaccordance with the “product quality management standards regarding audits” (Business Accounting Council, November 16, 2021)
and other relevant standards and sought explanations as necessary.
As a result, the Audit & Supervisory Board has determined that the audit firm is well qualified as the Accounting Auditors of theCompany after comprehensively evaluating and considering its audit quality, independence and expertise, and effectiveness ofcommunication with Audit & Supervisory Board Members and senior executives.
The details of the criteria for the reappointment or non-reappointment of the Accounting Auditors are as follows.
(Details of criteria for reappointment or non-reappointment of Accounting Auditors)
a. Quality control of audit firmb. Independence and expertise of the audit teamc. Estimated audit fee amount, etc.
d. Communication with Audit & Supervisory Board Members, etc.
e. Relationships with corporate managers, etc.
f. Group audits
g. Handling of fraud risk

- 76 -

4) Details of audit fees and other mattersi. Audit fees paid to auditing certified public accountants, etc.
Fiscal year ended March 31, 2022

Fiscal year ended March 31, 2023

Fees for audit
certification services(Millions of yen)

Fees for non-audit
services(Millions of yen)

Fees for audit
certification services(Millions of yen)

Reportingcompany

104

25

76

9

Consolidated
subsidiaries

207

19

188

16

Total

311

44

264

25

Classification

Fees for non-audit
services(Millions of yen)

The details of the non-audit services at the Company included advice, guidance, etc. on the response to financial information disclosuresrelated to climate change and others for the fiscal year ended March 31, 2022, and provision of lectures in training for employees andothers for the fiscal year ended March 31, 2023.
The details of the non-audit services at consolidated subsidiaries included advice, guidance, etc. on the provision of financial services forboth the fiscal year ended March 31, 2022, and that ended March 31, 2023.
ii. Remuneration to the same network (Deloitte) as the auditing CPAs, etc.
(Excluding i.)
Fiscal year ended March 31, 2022
Classification

Fiscal year ended March 31, 2023

Fees for audit
certification services(Millions of yen)

Fees for non-audit
services(Millions of yen)

Fees for audit
certification services(Millions of yen)

Fees for non-audit
services(Millions of yen)

－

99

－

22

118

77

129

68

118

176

129

91

Reportingcompany
Consolidated
subsidiaries
Total

The details of the non-audit services at the Company included the advisory service related to the reorganization of the Group’s
organization for the fiscal year ended March 31, 2022, and advice on the introduction of the Japanese Group Relief System for the fiscal
year ended March 31, 2023.
The details of the non-audit services at consolidated subsidiaries included the tax advisory service related to overseas subsidiaries forboth the fiscal year ended March 31, 2022, and that ended March 31, 2023.
iii. Details of fees for other significant audit certification services
Not applicable
iv. Policy on determining audit fees
The Company determined audit fees to the auditing CPAs and others after considering the number of days needed for audits, theCompany’s business size and characteristics, and others.
v. Reason for the Audit & Supervisory Board’s consent to fees for Accounting Auditors
The Audit & Supervisory Board agreed with the audit fees to the Accounting Auditors according to Article 399, paragraph (1) of theCompanies Act after it made the necessary inspection of the details of the Accounting Auditors’ audit plans, implementation status of
their accounting audits, grounds for calculating estimated fee amounts, and other factors.

- 77 -

(4) Remuneration for Directors (and other officers)
1) Total amount of remuneration by category of Directors (and other officers) and by type of remuneration as well as the number of eligible
Directors (and other officers)
Total amount by type of remuneration(Millions of yen)
Categories of
Directors (andother officers)

Total amount of
remuneration(Millions of yen)

Short-termBasicremuneration

performancelinked
remuneration

Number of
eligible Directors
Medium- to long(and otherterm
Of the left, nonofficers)
performancemonetary(Persons)
linked stock remuneration, etc.
compensation*

Directors

372

222

108

41

41

6

Outside Directors

76

76

－

－

－

6

48

48

－

－

－

3

33

33

－

－

－

3

Audit &
Supervisory
Board Members
Outside Audit &Supervisory
Board Member

Note: The amount of expenses recorded for share delivery points during the period.
2) Total amount of remuneration, etc. to those whose total remuneration, etc. was 100 million yen or more
Total amount by type of remuneration(Millions of yen)

Name

Total amount of
remuneration,
etc.
(Millions of yen)

Category of
Directors (orother officers)

Category ofcompanies

Short-term

Medium- tolong-term

remuneration compensation*
Yutaka Nagao

124

Director

Of the left,

Basic
performance- performance- non-monetary
remuneration
linkedlinked stock remuneration,

Reportingcompany

71

37

etc.

15

15

Note: The amount of expenses recorded for share delivery points during the period.
3) Policy for determining performance-linked remuneration (variable remuneration)
The short-term performance-linked remuneration (variable) is based on the basic remuneration (fixed) determined by position, with aproportion set for each position and a standard amount set. Then the amount of the payment for each individual is determined within therange of 0% to 150% of the standard amount, depending on the Company’s achievement rate of performance indicators and the mission
assessment of each individual. The performance indicators are consolidated operating revenue, consolidated operating profit, and profit
attributable to owners of parent.
The medium- to long-term performance-linked stock compensation (variable) is based on the basic remuneration (fixed) determined byposition, with a proportion set for each position and a standard amount set. Then the amount of the payment for each individual isdetermined within the range of 0% to 150% of the standard amount, depending on the Company’s achievement rate of performanceindicators and the mission assessment of each individual. The performance indicators are ROE, TSR, and ESG indicators. One point per
share is granted each fiscal year as the number of points obtained by dividing the amount of medium- to long-term performance-linked
Stock Compensation (variable) by the average closing price of the Company’s shares on the Tokyo Stock Exchange during the month
preceding the fiscal year in which the Medium-term Management Plan is initiated.
The above indicators for performance-linked remuneration are used to better link remuneration to corporate performance and also toachieve greater transparency and objectivity.
The Company has calculated the annual amount of performance-linked remuneration based on these results and then converted that
result to a monthly amount, which is applied to the period extending from July 2022 through June 2023.

- 78 -

<Formula for calculating performance-linked remuneration>[(i. Achievement rate × 0.3 + ii. Achievement rate × 0.3 + iii. Achievement rate × 0.3) + Mission evaluation (individual) 10% maximum][(i. Achievement rate × 0.4 + ii. Achievement rate × 0.3 + iii. Achievement rate × 0.2) + Mission evaluation (individual) 10% maximum]<Reference: Relationship between target achievement rate and payment rate>

Achievement rate on short-term performance indicator in the fiscal year ended March 31, 2022: 85.7%(i. 98.8% × 0.3 + ii. 81.3% × 0.3 + iii. 105.6% ×0.3)
Achievement rate on medium- to long-term performance indicator in the fiscal year ended March 31, 2022: 74.4%- 79 -

(i. 96.0% × 0.4 + ii. 75.6% × 0.3 + iii. 66.7% × 0.2)
4) Resolution of the General Meeting of Shareholders on remuneration and other compensation for Audit & Supervisory Board Members
and Directors
A resolution of the General Meeting of Shareholders to determine remuneration for the Company’s Directors was approved on June 23,
2020. Accordingly, it was resolved that remuneration for Directors shall amount to not more than 431 million yen per year (of which, up to
109 million yen is to be allocated to Outside Directors), and short-term and medium- to long-term performance-linked remunerations paid
to Directors (excluding Outside Directors) shall amount to not more than 245 million yen and 173 million yen per year, respectively. The
Company has deemed that these are competitive remuneration levels for recruiting and retaining talented persons amid its rapidlychanging business environment. The Company furthermore seeks to contend with developments that include an increase in Director’s
responsibilities along with the Company having increased its number of Directors and Audit and Supervisory Board Members with theaims of achieving transparency and vigor of Board of Director’s operations and enhancing management oversight. There were nine (9)Directors on the Company’s Board of Directors upon approval of the resolution. Meanwhile, remuneration for Audit & Supervisory Board
Members was set at an amount of up to 8.00 million yen per month, per resolution at its General Meeting of Shareholders held on June29, 1994. The Company had four (4) Audit & Supervisory Board Members upon approval of the resolution.
5) Policy, etc. on making decisions on content of officer remuneration and other compensationi) Basic policy
The Company determines matters regarding remuneration for the Company’s Directors based on the following considerations.
Competitive remuneration levels• The remuneration level shall reward Officers for their roles, responsibilities and business performance and shall be appropriate
for securing talented persons.
Remuneration system that places emphasis on increasing corporate value and shareholder value• The remuneration system shall be linked to business performance and furthermore serve as motivation for achieving performancetargets.
• The remuneration structure shall be linked to medium- to long-term corporate value and furthermore encourage a sense ofcommon interests with shareholders.
Fairness and impartiality of the remuneration system• The process of determining remuneration shall be objective and highly transparent.
ii) Remuneration structure
The Company’s remuneration for Directors consists of basic remuneration (fixed), short-term performance-linked remuneration(variable) and medium- to long-term performance-linked stock compensation (variable), considering the remuneration level at othercompanies and other factors. In addition, remuneration for Audit & Supervisory Board Members and Outside Officers consists
exclusively of basic remuneration due to the nature of their functional roles.
iii) Policy for determining basic remuneration (fixed)
Basic remuneration (fixed) is determined in accordance with rank and title and based on responsibilities, upon having consideredremuneration levels at other companies and other such factors.
iv) Policy for determining mix of remuneration and other compensation types for individual Directors
The mix of remuneration types is such that the higher a Director’s position, the more weight assigned to performance-linked
remuneration. The Company has opted for this approach upon having taken into account remuneration levels at other companies, inpart because this approach makes it possible to furthermore fuel motivation with respect to achieving performance targets, generating
medium- to long-term corporate value, attaining sustainable growth, and also because the Company seeks to offer remunerationlevels competitive for recruiting and retaining talented persons.
v) Timing of delivery and conditions
The Company pays its basic remuneration (fixed) and short-term performance-linked remuneration (variable) as monetary sums on
a monthly basis encompassing twelve equal installments annually. The medium- to long-term performance-linked stock compensation(variable) will be granted once a year in the form of points around June, which will be distributed at the time of retirement in accordancewith the Stock Compensation Rules for Officers with the accumulated points up to the time of retirement being converted into one
share per point.

- 80 -

6) Authority for decisions on remuneration and other compensation for individual Directors
On the basis of policy for decisions resolved by the Board of Directors, the Company decides the amounts of basic remuneration (fixed),
short-term performance-linked remunerations (variable) and medium- to long-term performance-linked stock compensation (variable) for
individual Directors upon having taken into consideration findings reported by the Nomination and Compensation Committee, where
Independent Outside Directors occupy the majority of its members and which is chaired by one of the Outside Directors, so that it willassess each of the Directors while taking factors such as Company-wide business results into consideration.
7) Others
A certain percentage of the monetary remuneration shall be allocated to the purchase of shares of the Company through the Officers andExecutives’ Shareholding Association. In order to implement a process with high objectivity and transparency for activities of theNomination and Compensation Committee to decide remuneration and other compensation for individual Directors in the fiscal year
ended March 31, 2023, the Company held 12 meetings of the Nomination and Compensation Committee, and the decision was made by
the Board of Directors upon having taken into consideration the amount of remuneration for individual Directors and details of calculationof such amount based on the policy for determining remuneration and other compensation for individual Directors.

- 81 -

(5) Status of Shareholdings
1) Standards and approach to investment share classification
The Company classifies shares owned purely for investment purposes as those held solely for the purpose of receiving profit from a change
in their value or from their dividends. Among investment shares owned for any purpose other than a pure investment purpose, the Company
classifies shares it deems to be significant for holding, having taken into account comprehensively their relationship with the Group’sbusiness developments, profitability, possibility for creating business opportunities, and other factors from medium and long-term
perspectives.
2) Investment shares owned for any purpose other than a pure investment purposei. Shareholding policies, method of verification of reasonableness for shareholdings, and the Board of Directors’ examination on
appropriateness of shareholdings of individual issues
The Company has a policy that it holds shares it deems to be significant for holding, having taken into account comprehensively theirrelationship with the Group’s business developments, profitability, possibility for creating business opportunities, and other factors frommedium and long-term perspectives.
Each year, the Board of Directors examines the benefits and risks associated with holding them, quantitatively and qualitatively, anddetermines whether or not to continue holding them on the basis of trading performance, market prices, and other factors. The Company
reduces the shareholdings if it has found poor holding significance as a result of the examination.
During the fiscal year ended March 31, 2023, at the Board of Directors meeting held on December 15, 2022, the Company examined the
trading-related profit, dividend income, and evaluation difference amounts, verified their relationship with the Group’s businessdevelopments and possibility to create future business opportunities from medium to long-term perspectives, and comprehensively
determined whether or not to continue holding those shares. The Company plans to reduce the number of shares it deemed to be ofpoor holding significance while taking into account the possible impact on the market.
During the fiscal year ended March 31, 2023, the Company sold the shares of four issues (part of the shares of three issues).
ii. Number of issues and carrying amount on balance sheet
Number of
Total carrying amount on balanceissuessheet (Millions of yen)
(Issues)
Unlisted shares
Shares other than those notlisted

9

2,409

22

16,966(Issues whose number of shares increased during the fiscal year under review)Not applicable(Issues whose number of shares decreased during the fiscal year under review)
Number of Total sale amount associated withissuesdecrease in number of shares(Issues)(Millions of yen)
Unlisted shares
Shares other than those notlisted

－

－

4

2,785

- 82 -

iii. Information on the number of shares and carrying amount on balance sheet by issue of specified investment shares
Specified investment sharesFiscal year ended Fiscal year ended
March 31, 2023
March 31, 2022
Number of shares Number of shares
Holding or nonHolding purpose, reason for increase in number of(Shares)(Shares)Issue nameholding ofshares, and quantitative holding effect*1
Company shares
Carrying amount on Carrying amount onbalance sheet
balance sheet(Millions of yen)
(Millions of yen)
1,305,500

1,305,500

3,754

3,349

618,600

206,200

1,910

2,218

906,000

906,000

1,342

876

1,075,268

1,075,268

1,213

1,806

802,000

802,000

1,170

893

137,700

137,700

1,097

1,159

517,167

781,349

971

1,224

226,000

226,000

837

650

451,528

451,528

740

661

133,393

133,393706

521

245,000

245,000

545

573

219,700

219,700

504

662

300,000

150,000

412

453

290,500

581,000

384

579

360,000

360,000

309

281

ANA HOLDINGS INC.

Nippon Yusen Kabushiki Kaisha*2

Isetan Mitsukoshi Holdings Ltd.

Palantir Technologies Inc.

INC.

Mizuho Financial Group, Inc.*3

Dai Nippon Printing Co., Ltd.

JGC HOLDINGSCORPORATION
Sumitomo Mitsui Financial Group,Inc.

Kewpie Corporation

Oisix ra daichi Inc.

network
For maintaining and developing the transportation
network
For maintaining and developing medium and longterm business relationships in the Corporate

RAKSUL INC.*2

J. FRONT RETAILING Co., Ltd.*3

Rengo Co., Ltd.

- 83 -

Yes

Yes

No

Business Unit, etc.
For accelerating digital data-driven management

SEINO HOLDINGS CO., LTD.

NIPPON EXPRESS HOLDINGS,

For maintaining and developing the transportation

For maintaining and developing the transportation
network
For maintaining and developing the transportation
network
For conducting stable and smooth financialtransactions
For maintaining and developing medium and longterm business relationships in the Corporate

No

Yes

Yes

No

Yes

Business Unit, etc.
For maintaining and developing medium and longterm business relationships in the Corporate

Yes

Business Unit, etc.
For conducting stable and smooth financialtransactions
For maintaining and developing medium and longterm business relationships in the Corporate

No

Yes

Business Unit, etc.
For maintaining and developing medium and longterm business relationships in the Corporate
Business Unit, etc.
For maintaining and developing the transportation
network

No

No

For maintaining and developing medium and longterm business relationships in the Corporate
Business Unit, etc.
For facilitating business activities through stablesupplyNo

Yes

Issue nameFiscal year ended Fiscal year ended
March 31, 2023
March 31, 2022
Number of shares Number of shares
Holding or nonHolding purpose, reason for increase in number of(Shares)(Shares)holding ofshares, and quantitative holding effect*1
Company shares
Carrying amount on Carrying amount onbalance sheet
balance sheet(Millions of yen)
(Millions of yen)
161,500

161,500

258

240

535,000

535,000

248

245

241,700

483,400

204

367

208,000

208,000

127

201

19,95019,950104

107

16,80016,8008070

31,72831,72838

46－

187,000－

1,332

KAJIMA CORPORATIONENEOS Holdings, Inc.

Mitsubishi UFJ Financial Group,
Inc.*3

Rakuten Group, Inc.

Sompo Holdings, Inc.

Suzuki Motor Corporation

MITSUMURA PRINTING Co., Ltd.

Tokio Marine Holdings, Inc.*4*1.

For facilitating business activities through stablesupplyYes

For facilitating business activities through stablesupplyNo

For conducting stable and smooth financialtransactions

No

For maintaining and developing medium and longterm business relationships in the Corporate
Business Unit, etc.
For facilitating insurance transactions, etc. needed
for business activities

No

No

For maintaining and developing medium and longterm business relationships in the Corporate
Business Unit, etc.
For facilitating business activities through stablesupplyFor facilitating insurance transactions, etc. needed
for business activities

Yes

Yes

No

The outline of the business alliance, etc. is in line with the holding purpose. In addition, the quantitative shareholding effect is not describedbecause it falls under business confidentiality. At the Board of Directors meeting held on December 15, 2022, the Company examined the
trading-related profit, dividend income, and evaluation difference amounts, verified their relationship with the Group’s businessdevelopments and possibility to create future business opportunities from medium to long-term perspectives, and comprehensively
determined whether or not to continue holding those shares.

*2.
*3.

The increase in the number of shares is due to a stock split.
The Company sold part of the shares during the fiscal year ended March 31, 2023.

*4.

The Company sold the shares during the fiscal year ended March 31, 2023.
3) Investment shares owned for a pure investment purpose
Not applicable4) Investment shares whose purpose was changed from a pure investment purpose to any other purpose during the fiscal year ended
March 31, 2023
Not applicable5) Investment shares whose purpose was changed from any other purpose other than a pure investment purpose to a pure investment
purpose during the fiscal year ended March 31, 2023
Not applicable- 84 -

V. Financial Information
1. Preparation of the consolidated financial statements and non-consolidated financial statements(1) The consolidated financial statements of the Company are prepared in accordance with the “Regulation on Terminology, Forms, andPreparation Methods of Consolidated Financial Statements” (Ministry of Finance Order No. 28 of 1976).
(2) The non-consolidated financial statements of the Company are prepared in accordance with the “Regulation on Terminology, Forms, andPreparation Methods of Financial Statements” (Ministry of Finance Order No. 59 of 1963 (“Regulation on Financial Statements”)).
The Company is a company filing non-consolidated financial statements prepared in accordance with special provisions and prepares nonconsolidated financial statements pursuant to Article 127 of the Regulation on Financial Statements.

2. About audit certificate
Pursuant to the provisions of Article 193-2, paragraph (1) of the Financial Instruments and Exchange Act, the consolidated financial statementsof the Company for the fiscal year (April 1, 2022, to March 31, 2023) and the non-consolidated financial statements for the 158th fiscal year of
the Company (April 1, 2022, to March 31, 2023) were audited by Deloitte Touche Tohmatsu LLC.

3. About special initiatives to secure the adequacy of the consolidated financial statements, etc.
The Company implements special initiatives to secure the adequacy of the consolidated financial statements, etc. Specifically, the Company joins
the Financial Accounting Standards Foundation to prepare a system that can adequately grasp the details of the financial accounting standards
and other matters and properly respond to changes therein.

- 85 -

1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements(i) Consolidated balance sheet(Millions of yen)
As of March 31, 2022

As of March 31, 2023

AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade, and contract
assets

182,644

185,373*1 218,922*1 216,251

Accounts receivable – installment

48,05550,509Merchandise and finished goods

186

168

Work in process

167

322

Raw materials and supplies

1,861

2,089

Other

30,462

31,406

Allowance for doubtful accounts(1,456)(1,474)

Total current assets

480,844484,647

376,844381,218

Accumulated depreciation(219,830)(227,735)

Buildings and structures, net

157,013

153,483

77,631

77,642

Accumulated depreciation(56,029)(58,689)

Machinery and equipment, net

21,601

18,953

Non-current assets
Property, plant and equipment
Buildings and structures

Machinery and equipment

Vehicles

197,104

196,140(171,897)(165,934)

25,20730,205

Land

179,650

179,811

Leased assets

39,65347,257

Accumulated depreciation(11,286)(13,110)

Leased assets, net

28,36634,146

Construction in progress

3,165

12,379Other

59,98861,173

Accumulated depreciation(45,114)(47,136)

Other, net

14,873

14,037429,878

443,017

38,58838,149

Accumulated depreciation
Vehicles, net

Total property, plant and equipment
Intangible assets
Software
Other

7,058

5,609

Total intangible assets

45,64643,759- 86 -

(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Investments and other assets
Investment securities*2 47,972*2 42,758

Long-term loans receivable

6,162

5,258

Leasehold deposits

20,51922,31715

20

54,19764,291Retirement benefit asset
Deferred tax assets
Other

3,229

3,513

Allowance for doubtful accounts(1,611)(1,996)

Total investments and other assets

130,484

136,163

606,010

622,940

1,086,854

1,107,587

Notes and accounts payable - trade

165,346

160,766

Short-term borrowings

15,00010,000

Lease liabilities

4,850

5,415

Income taxes payable

14,395

16,911

Total non-current assets
Total assets
Liabilities
Current liabilities

Deferred installment income

4,714

4,797

Provision for bonuses

38,942

36,918*3 109,558*3 109,949

352,807344,758

26,03832,858

Other
Total current liabilities
Non-current liabilities
Lease liabilities
Deferred tax liabilities

1,913

482

Retirement benefit liability

94,141

98,295

Provision for share awards for directors (and otherofficers)
Other

－

162

13,71914,599Total non-current liabilities

135,814

146,398

488,621491,156

Total liabilities- 87 -

(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Net assets
Shareholders’ equity
Share capital

127,234

127,234

Capital surplus

36,81336,839Retained earnings

464,494473,891

Treasury shares(49,551)(39,835)

Total shareholders’ equity

578,991

598,130

Valuation difference on available-for-sale securities

11,4989,280

Foreign currency translation adjustment

(513)

1,781

Remeasurements of defined benefit plans

565

1,188

11,551

12,250

7,690

6,049

598,233

616,430

1,086,854

1,107,587

Accumulated other comprehensive income

Total accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets- 88 -

(ii) Consolidated statement of income and consolidated statement of comprehensive income
Consolidated statement of income(Millions of yen)
Fiscal year ended
March 31, 2022
Operating revenue

Fiscal year ended
March 31, 2023

*1 1,793,618*1 1,800,668

Operating costs

1,654,085

1,687,241

Operating gross profit

139,532

113,426

27,49826,046

1,084

1,077

711

1,190

Selling, general and administrative expenses
Personnel expenses
Provision for bonuses
Retirement benefit expenses
Provision for share awards for directors (and otherofficers)
Commission expenses－

162

10,895

9,364

Taxes and dues

10,133

9,399

Provision of allowance for doubtful accounts

815

677

Depreciation

2,529

2,494

Other

10,4605,359*2 62,333*2 53,341

77,19960,085Interest income

192

245

Dividend income

1,369

1,669

Gain on sale of vehicles

355

298

Rental income

246

434

Gain on investments in investment partnerships

4,510

－

Other

1,943

1,537

Total non-operating income

8,618

4,184

Interest expenses

785

904

Share of loss of entities accounted for using equity method

242

4,158

Other

459

1,140

Total non-operating expenses

1,487

6,203

84,33058,066

*3 3

*3 95

15,312

1,970

55

125

Gain on liquidation of subsidiaries

1,210

－

Gain on transition of retirement benefit plan

1,419

－

37

15

18,0382,207

Total selling, general and administrative expenses
Operating profit
Non-operating income

Non-operating expenses

Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Penalty income

Other
Total extraordinary income- 89 -

(Millions of yen)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Extraordinary losses
Loss on retirement of non-current assets
Impairment losses
Loss on sale of investment securities*4 360*4 499*5 2,420*5 1,994

3,104

4

Loss on valuation of investment securities

48

2

Demolition and removal expenses－

753

Provision of allowance for doubtful accounts

190

182

Loss on revision of retirement benefit plan

14,999

－

Other

206

21

21,328

3,458

Profit before income taxes

81,04056,815

Income taxes-current

29,29323,017

Income taxes-deferred(5,324)(11,623)

Total income taxes

23,968

11,393

Profit57,07145,421

Profit (loss) attributable to non-controlling interests

1,115

(476)

Profit attributable to owners of parent

55,95645,898

Total extraordinary losses- 90 -

Consolidated statement of comprehensive income(Millions of yen)
Fiscal year ended
March 31, 2022
ProfitOther comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities accounted
for using equity method
Total other comprehensive income
Comprehensive income
Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests- 91 -

Fiscal year ended
March 31, 2023
57,07145,421(5,415)793(5,282)(2,222)
2,292
677

108

(54)

* (9,795)* 692

47,276

46,11447,21046,59766(483)

(iii) Consolidated statement of changes in equity
Fiscal year ended March 31, 2022
(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCumulative effects ofchanges in accounting
policies
Restated balance

Capital surplus

127,234

Retained earnings

36,813

Total shareholders’equityTreasury shares

431,571(39,549)

556,070(3,343)
127,234

36,813(3,343)428,228(39,549)

552,727

Changes during period
Dividends of surplus
Profit attributable to ownersof parent
Purchase of treasury
shares
Disposal of treasury shares(19,689)(19,689)

55,95655,9560(10,002)(10,002)

0

0

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period－

036,266(10,002)26,263

127,234

36,813

464,494(49,551)

578,991

Accumulated other comprehensive income
Valuation
Foreign currency
difference ontranslation
available-for-saleadjustment
securities
Balance at beginning of
periodCumulative effects ofchanges in accounting
policies
Restated balance

15,883

15,883Remeasurementsof defined benefit
plans(1,316)

5,730(1,316)

5,730

Total accumulated Non-controlling
Total net assets
otherinterests
comprehensive
income20,297

20,297

7,919

584,287(229)(3,572)

7,689

580,714

Changes during period
Dividends of surplus(19,689)

Profit attributable to ownersof parent
Purchase of treasury
shares55,956(10,002)

Disposal of treasury shares0

Net changes in items otherthan shareholders’ equity(4,384)803(5,164)(8,745)

1(8,744)

Total changes during period(4,384)803(5,164)(8,745)

1

17,519Balance at end of period

11,498(513)

565

11,551

7,690

598,233- 92 -

Fiscal year ended March 31, 2023
(Millions of yen)
Shareholders’ equity
Share capital
Balance at beginning of
periodCapital surplus

127,234

Retained earnings

36,813

Total shareholders’equityTreasury shares

464,494(49,551)

578,991

Changes during period
Dividends of surplus
Profit attributable to ownersof parent
Purchase of treasury
shares(16,783)(16,783)

45,89845,898(10,001)(10,001)

(0)

0

0

(19,717)

19,717－

Disposal of treasury shares
Cancellation of treasury
sharesChange in ownershipinterest of parent due totransactions with noncontrolling interests
Net changes in items otherthan shareholders’ equity(0)25

Total changes during period
Balance at end of period

25

－

25

9,397

9,715

19,138127,234

36,839473,891(39,835)

598,130

Accumulated other comprehensive income
Valuation
Foreign currency
difference ontranslation
available-for-saleadjustment
securities
Balance at beginning of
period11,498Remeasurementsof defined benefit
plans

(513)

565

Total accumulated Non-controlling
Total net assets
otherinterests
comprehensive
income11,551

7,690

598,233

Changes during period
Dividends of surplus(16,783)

Profit attributable to ownersof parent
Purchase of treasury
shares45,898(10,001)

Disposal of treasury shares
Cancellation of treasury
sharesChange in ownershipinterest of parent due totransactions with noncontrolling interests
Net changes in items otherthan shareholders’ equity

0－25(2,218)

2,295

622

699

(1,641)(942)

Total changes during period(2,218)

2,295

622

699

(1,641)

18,196

Balance at end of period

9,280

1,781

1,188

12,2506,049

616,430- 93 -

(iv) Consolidated statement of cash flows(Millions of yen)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Cash flows from operating activities
Profit before income taxes

81,04056,815

Depreciation

35,57041,626

Impairment losses

2,420

1,994

Increase (decrease) in retirement benefit liability

21,822

4,633

Increase (decrease) in provision for bonuses(757)(2,056)

Interest and dividend income(1,561)(1,914)

785

904

242

4,158

0

(94)

Interest expenses
Share of loss (profit) of entities accounted for using equity
methodLoss (gain) on sale of non-current assets
Loss on retirement of non-current assets
Loss (gain) on sale of investment securities
Loss (gain) on valuation of investment securities
Decrease (increase) in trade receivables

360

499

(12,208)(1,965)48

2(13,433)

1,234

Decrease (increase) in inventories

144

(356)

Increase (decrease) in trade payables

11,536(5,259)Other, net(28,261)

9,845

Subtotal

97,748110,066

Interest and dividends received

1,784

1,948

Interest paid

(778)

(900)

Income taxes paid

(46,738)(21,160)

Net cash provided by (used in) operating activities

52,01689,953(2,040)(4,107)

Proceeds from withdrawal of time deposits

270

4,107

Purchase of property, plant and equipment(40,778)(35,435)

348

1,391

Purchase of investment securities(5,690)(1,751)

Proceeds from sale of investment securities

18,8724,950*2 (7,313)－(5,574)(3,191)

6,556

3,930

Other payments(27,945)(20,175)

Other proceeds

4,351

862

(58,943)(49,420)

Cash flows from investing activities
Payments into time deposits

Proceeds from sale of property, plant and equipment

Payments for sale of shares of subsidiaries resulting inchange in scope of consolidation
Loan advances
Proceeds from collection of loans receivable

Net cash provided by (used in) investing activities- 94 -

(Millions of yen)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Cash flows from financing activities
Net increase (decrease) in short-term borrowings(5,000)(5,000)

Repayments of lease liabilities(5,662)(5,689)

Repayments of long-term borrowings(14,000)－

Purchase of treasury shares(10,057)(10,025)

Dividends paid

(19,670)(16,770)

(70)

(380)

－

(777)

－

18

5

7

(54,456)(38,617)701

705(60,681)2,621

Dividends paid to non-controlling interests
Purchase of shares of subsidiaries not resulting in change inscope of consolidation
Proceeds from sale of shares of subsidiaries not resulting inchange in scope of consolidation
Other, net
Net cash provided by (used in) financing activities
Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period- 95 -

241,284

180,603*1 180,603*1 183,225

Notes to Consolidated Financial Statements(Significant matters forming the basis of preparing the consolidated financial statements)
1. Scope of consolidation(1) Number of consolidated subsidiaries: 29
Major consolidated subsidiaries are described in “I. Overview of the Company, 4. Status of Subsidiaries and Associates.” Effectivefrom the beginning of the fiscal year under review, Yamato Web Solutions Co., Ltd. has been excluded from the scope of
consolidation given that it has ceased to exist as a result of an absorption-type merger in which Yamato System Development Co.,
Ltd. is the surviving company.
(2) Unconsolidated subsidiaries, etc.
OTL ASIA SDN. BHD. and certain other subsidiaries are not included within the scope of consolidation. The total assets, operating
revenue, profit, and retained earnings of these unconsolidated subsidiaries are immaterial and, even taken together as a group,
they do not exert a significant influence on the consolidated financial statements.
2. Application of equity method(1) Number of affiliates accounted for using equity method: 24
Major entities accounted for using equity method are described in “I. Overview of the Company, 4. Status of Subsidiaries andAssociates.”
Effective from the fiscal year under review, Sweetmag Solutions (M) Sdn. Bhd. and one other company have been included in thescope of the equity method due to the new acquisition of shares by GDEX BHD., an entity accounted for using the equity method.
(2) Unconsolidated subsidiaries and affiliates not accounted for using equity method
Entities not subject to the equity method such as OTL ASIA SDN. BHD. and certain other unconsolidated subsidiaries and YAMATOUNYU (THAILAND) CO., LTD. and certain other affiliated companies are excluded from the scope of entities accounted for using
the equity method because they do not exert a significant influence on the consolidated financial statements even when taken
together as a group, given immateriality of their profit, retained earnings and other financial results corresponding to the ownership
held by the Company.
(3) Special note on the application of equity method
The fiscal year end dates of certain entities accounted for using the equity method differ from the consolidated fiscal year end date,and, accordingly, the financial statements have been prepared on the basis of the financial statements and provisional financial
results for the respective fiscal years of each of those entities.
3. Closing date of consolidated subsidiaries
Of consolidated subsidiaries, YAMATO TRANSPORT U.S.A., INC. and nine other overseas subsidiaries have December 31 as theirfinancial year end. Financial statements as of this closing date were used in the preparation of the consolidated financial statements.
However, the consolidated figures have been adjusted as required to reflect significant transactions occurring between December 31,
2022, and March 31, 2023, which is the consolidated closing date.

- 96 -

4. Accounting policies(1) Valuation basis and methods for significant assets(i) Securities
Available-for-sale securities
Other than stocks and other securities with no market priceStated at the fair market value based on the quoted market price (valuation differences are recognized in net assets; thecost of securities sold is calculated by the moving-average method).
Stocks and other securities with no market priceStated at cost using the moving-average method.
Investments in investment limited partnerships and similar partnerships(Investments deemed to be securities pursuant to Article 2, paragraph (2) of the Financial Instruments and Exchange Act)
Stated at the net amount of the Company’s interest in the partnership based on the most recent financial statements
available according to the reporting date stipulated in the partnership agreement.
(ii) Inventories
Stated at the cost by first-in first-out method (for the value stated in the balance sheet, book value is written down based on thedecreased profitability)(2) Depreciation and amortization methods for significant depreciable and amortizable assets(i) Property, plant and equipment (excluding leased assets)
Straight-line method(ii) Intangible assets (excluding leased assets)
Straight-line method
However, software is amortized by the straight-line method over the estimated useful life (five years or less).
(iii) Leased assets
Straight-line method where the useful life of leased assets shall be equal to the lease period and their residual
value shall be zero.
(3) Accounting method for significant provisions(i) Allowance for doubtful accounts
The allowance for doubtful accounts is provided to prepare for losses from uncollectible credits. For ordinary receivables, theamount is estimated using the rate based on the historical bad debt experience. For special receivables with higher uncertainty,
collectivity is considered on individual cases and the prospective uncollectible amount is provided.
(ii) Provision for bonuses
The provision for bonuses is provided for the payment of bonuses to employees based on the amount expected to be paid.
This provision is not applicable for overseas consolidated subsidiaries.
(iii) Provision for share awards for directors (and other officers)
In preparation for the payment of shares based on the Regulations on Share-based Remuneration for Directors (and Other
Officers), the expected amount of compensation is recorded according to the points allocated to Directors (and other officers).
(4) Method of accounting for retirement benefits(i) Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the straight-line basis is used in determining the amount of the expected
retirement benefit obligation attributed to service performed up to the end of the fiscal year under review.
(ii) Method of recognizing actuarial differences and prior service costs
The entire amount of prior service cost is recognized in profit or loss in the fiscal year during which it arises.
Actuarial differences are recognized in profit or loss in the year following the year in which a respective gain or loss arises andare amortized proportionally on a straight-line basis over a period (mainly five years), which is within the average remaining
years of service of the eligible employees.
(iii) Method of accounting for unrecognized actuarial difference
Unrecognized actuarial difference is accounted for in remeasurements of defined benefit plans, after adjusting for tax effects,- 97 -

under accumulated other comprehensive income of net assets.
(5) Accounting method for significant revenues and costs
Revenue from contracts with customers
The following is a summary of the principal performance obligations in the Company’s and its consolidated subsidiaries’
principal businesses relating to revenues from contracts with customers and the normal time at which such performanceobligations are satisfied (the normal time for recognizing revenues).
(i) Retail Business Unit
The Retail Business Unit provides small parcel delivery services such as TA-Q-BIN for consumers and small to mediumsized corporations. In this transportation service, based on contracts with customers, the Company provides pickup anddelivery services at the request of customers, and revenues from these services are recognized in proportion to thesatisfaction of performance obligations measured by the progress of deliveries since other companies are not required tore-perform the transportation process that has already been executed even if the delivery to the designated destination
cannot be completed.
(ii) Corporate Business Unit
In addition to the same transportation services as the Retail Business Unit, the Corporate Business Unit provides logistics
support services, such as cargo storage and logistics services for inbound and outbound shipments, in order to provide value
to the entire supply chain of its customers. These logistics support services include the collection, storage, packing, anddelivery of cargo based on contracts with customers, and the Company recognizes each contractually agreed-upon process
as a performance obligation. The Company recognizes revenue for each process under the contract as the satisfaction of
the performance obligation, which is measured by the progress of the work, as the customer receives the economic benefitof the work as it progresses.
(6) Scope of cash and cash equivalents in consolidated statement of cash flows
The funds (cash and cash equivalents) in the consolidated cash flow statement consist of cash on hand and short-term
investments that are readily convertible into cash and exposed to insignificant risk of changes in value and which mature or
become due within three months from the date of acquisition. Bank overdrafts are included in cash equivalents, excluding thecase when they are clearly recognized as fundraising activities similar to short-term borrowings.

- 98 -

(Significant accounting estimates)(Impairment of non-current assets)(1) Amount recorded in the consolidated financial statements for the fiscal year under review
The following is a list of items that have been recognized in the consolidated financial statements for the fiscal year under review
based on accounting estimates and that may have a material effect on the consolidated financial statements for the following
fiscal year.
(Millions of yen)
As of March 31, 2022
Property, plant andequipment
Intangible assets

As of March 31, 2023

429,878

443,01745,64643,759(2) Information on significant accounting estimates for identified items
When there is an indication that an asset may be impaired, the Company assesses whether impairment is necessary based on
the future cash flows of the asset. The cash flow generating unit, which is the unit used to determine whether impairment isrequired, is the smallest unit of the asset group identified as generating cash inflows that are generally independent of the cash
inflows of other assets or asset groups.
The criteria of the asset groups are the management accounting classification and the unit used for investment decision making,and for Yamato Transport Co., Ltd., the four businesses of Retail, Corporate, Global SCM, and EC were grouped as the smallest
cash flow generating units, and assets associated with the Transportation department and Headquarters were classified ascommon assets.
The majority of the above property, plant and equipment and intangible assets are held by the Retail Business Unit, and theundiscounted future cash flows used in determining the recognition of impairment losses on non-current assets for this businesssegment are based on future business plans that include TA-Q-BIN unit prices and TA-Q-BIN volumes as key assumptions. If
these assumptions need to be revised due to uncertain future economic and business conditions, it could have a material impact
on the consolidated financial statements in subsequent periods.
(Changes in presentation)(Consolidated statement of income)“Rental income,” which was included in “Other” under “Non-operating income” in the previous fiscal year, is separately presented in thefiscal year under review. The consolidated financial statements of the previous fiscal year have been reclassified to reflect this change inpresentation.
As a result, 2,190 million yen presented in “Other” under “Non-operating income” in the consolidated statement of income for the previous
fiscal year has been reclassified as 246 million yen in “Rental income” and 1,943 million yen in “Other.”(Additional information)(Board Benefit Trust (BBT) performance-linked and share-based remuneration system)
The Company has adopted the Board Benefit Trust (BBT) performance-linked and share-based remuneration system (the “System”).
The purpose of the System is to further clarify the linkage of remuneration for Directors (excluding Outside Directors) and executive
officers, etc. who do not concurrently serve as Directors (collectively, “Officers”) and the Company’s business performance and sharevalue ensuring that not only the benefit of the increase in share prices but also the risk of the decrease in share prices are shared
between the Officers and the shareholders, thereby further motivating the Officers to contribute to the improvement in the businessperformance and corporate value over the medium to long term.
(1) Overview of transactions
The System is a performance-linked and share-based remuneration system under which the Company’s shares are acquired
through a trust using money contributed by the Company as the source of funds (the “Trust”), and the Officers are provided with
the Company’s shares and an amount of money equivalent to the market value of the Company’s shares (the “Company’s Shares,Etc.”) through the Trust in accordance with the Regulations on Share-based Remuneration for Officers established by theCompany. The Officers shall receive the Company’s Shares, Etc. upon their retirement, in principle.

- 99 -

(2) Accounting procedures
Accounting for the trust shall be carried out in accordance with the “Practical Solution on Transactions of Delivering theCompany’s Own Stock to Employees etc. through Trusts” (ASBJ Practical Issues Task Force (PITF) No. 30, March 26, 2015).
(3) Shares of the Company remaining in trust
Shares of the Company remaining in trust are to be recorded as treasury shares under net assets at book value in trust (excluding
incidental expense amounts). There were 483 thousand shares of such treasury shares at a book value of 1,376 million yen asof March 31, 2022, and 483 thousand shares at a book value of 1,376 million yen as of March 31, 2023.
(Dissolution and liquidation of subsidiaries)
At the Company’s Board of Directors meeting held on February 17, 2023, the Company resolved to liquidate its consolidated
subsidiaries, YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG) LIMITED.
(1) Reasons for dissolution and liquidation
As the Company progresses with the reconstruction of an appropriate governance structure that aligns with business scale,characteristics, country/region-specific factors, and the growth stage of overseas operations, the Company has determined theneed to reorganize the current management structure with an intermediate holding company based on the previous overseas
governance framework. Consequently, the Company decided to initiate the liquidation of YAMATO ASIA PTE. LTD. and YAMATO
INVESTMENT (HONG KONG) LIMITED.
(2) Name, business content and ownership of the subsidiaries(i) Name(ii) Description of business

YAMATO ASIA PTE. LTD.
Management of regional operations in Southeast Asia, business development and market(iii) Ownershipresearch
100% owned by the Company(i) Name

YAMATO INVESTMENT (HONG KONG) LIMITED(ii) Description of business(iii) OwnershipManagement of regional operations in East Asia, business development and market research
100% owned by the Company(3) Timing of dissolution and liquidation- Board of Directors resolution (the Company)- Extraordinary General Meeting of Shareholders (companies concerned)

February 17, 2023
July 2023 (planned)- Completion of liquidation

October 2023 (planned)(4) Status and total liabilities of the subsidiaries(YAMATO ASIA PTE. LTD.)Net assets
Total assets

3,675 million yen
3,767 million yen

Total liabilities

92 million yen

YAMATO INVESTMENT (HONG KONG) LIMITEDNet assets
6,172 million yen
Total assets
Total liabilities

6,176 million yen
3 million yen(5) Impact on profit/loss due to the dissolution and liquidation
The impact caused by expenses incurred due to the dissolution and liquidation of the subsidiaries on profit and loss is minor.
(6) Significant impact of the dissolution and liquidation on business activities
The impact of the dissolution and liquidation of the subsidiaries on business activities is minor.

- 100 -

(Consolidated balance sheet)*1

The amounts of notes and accounts receivable - trade and contract assets arising from contracts with customers are as follows:(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Notes receivable - trade

1,242

979

Accounts receivable - trade186,762

184,569

4,688

4,793

Contract assets*2

The amounts of “Investment securities” invested in unconsolidated subsidiaries and affiliates are as follows:(Millions of yen)
As of March 31, 2022

Investment securities*3

As of March 31, 2023
14,03010,522

The amounts of contract liabilities in “Other” of “Current liabilities” are as follows:(Millions of yen)
As of March 31, 2022

Contract liabilities

As of March 31, 2023
12,887

14,263(Consolidated statement of income)*1

Revenue from contracts with customers
Regarding operating revenue, the Company does not separately present revenues from contracts with customers and otherrevenues. The amount of revenue from contracts with customers is presented in “V. Financial Information, 1. Consolidated
Financial Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Revenue
recognition), 1. Information that breaks down revenue from contracts with customers.”*2

Research and development expenses included in general and administrative expenses are as follows:(Millions of yen)
Fiscal year ended
March 31, 2022

Research and development expenses*3

Fiscal year ended
March 31, 2023
3,428

1,782

Gain on sale of non-current assets is as follows:(Millions of yen)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Vehicles2

Tools, furniture and fixtures

88

Land

1

Buildings and structures4*4

Loss on retirement of non-current assets is as follows:(Millions of yen)
Fiscal year ended
March 31, 2022

Buildings and structures

Fiscal year ended
March 31, 2023
190

- 101 -

Buildings and structures

188

*5

Impairment losses
Fiscal year ended March 31, 2022
(Millions of yen)
Use of asset

Type of asset

RegionImpairment losses

Yamato Home Convenience Co., Ltd.
Branch, distribution
center, etc.

Software, vehicles andothersSeven premises including Head Office (Chuo-ku, Tokyo)
and Tokyo Management Branch (Suginami-ku, Tokyo) and2,420

one other lot
The Yamato Group reviewed the grouping of Yamato Transport Co., Ltd. in consideration of the management accounting classification andthe unit used for investment decision making in accordance with the transition to a new group management structure in the fiscal year underreview. The four Business Divisions of Retail, Corporate, Global SCM, and EC were grouped as the smallest cash flow generating units,
and assets associated with the four Functional Divisions of Transportation, Digital, Platform, and Professional Services, as well as corporate
divisions were classified as common assets.
During the fiscal year under review, the Group recognized no future usage and a continuous decrease in profit and loss arising from operating
activities or significant declines in market prices for the asset group consisting of the Head Office of Yamato Home Convenience Co., Ltd.,Tokyo Management Branch and six other premises, and it decreased the book value of the relevant asset group to the recoverable value
and posted the relevant decrease of 2,420 million yen to extraordinary losses as impairment losses.
A main breakdown of this decrease shows that 1,275 million yen was attributable to software, 674 million yen was attributable to otherintangible assets and 400 million yen was attributable to vehicles.
If the recoverable value of such asset group is calculated based on value in use, the amount is valued by discounting future cash flows witha discount ratio of 5.23%. Where the recoverable value is calculated based on net realizable value, idle assets are assumed to be zero,and assets other than idle assets are valued based mainly on real estate appraisal standards, the assessed value of property tax or theposted land price.
Fiscal year ended March 31, 2023
(Millions of yen)
Use of asset

Sales office and otherType of asset

RegionSoftware, machinery

Yamato Credit & Finance Co., Ltd.
Credit Card Payment Business Unit and Deferred Payment

and equipment, otherOutsourcing Business Unit (Toshima-ku, Tokyo) and threeother lots

Impairment losses

1,994

The Yamato Group uses management accounting classification and the unit used for investment decision making as criteria, and for Yamato
Transport Co., Ltd., the four businesses of Retail, Corporate, Global SCM, and EC were grouped as the smallest cash flow generating units,
and assets associated with the Transportation department and Headquarters were classified as common assets.
During the fiscal year under review, the Group recognized no future usage and a continuous decrease in profit and loss arising from operating
activities or significant declines in market prices for the asset group consisting of the Credit Card Payment Business Unit of Yamato Credit& Finance Co., Ltd. and four other premises, and it decreased the book value of the relevant asset group to the recoverable value andposted the relevant decrease of 1,994 million yen to extraordinary losses as impairment losses.
A main breakdown of this decrease shows that 1,013 million yen was attributable to software and 740 million yen was attributable tomachinery and equipment.
If the recoverable value of such asset group is calculated based on value in use, the amount is valued by discounting future cash flows witha discount ratio (mainly 5.29%). Where the recoverable value is calculated based on net realizable value, idle assets are assumed to bezero, and assets other than idle assets are valued based mainly on real estate appraisal standards, the assessed value of property tax or
the posted land price.

- 102 -

(Consolidated statement of comprehensive income)*
Reclassification adjustments and tax effects relating to other comprehensive income
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Valuation difference on available-for-sale securities
MillionAmount arising during the year

10,727

Reclassification adjustments(19,124)(1,970)(8,397)
2,982(2,274)51(5,415)(2,222)

1,436
(642)

2,143
－

793
－

2,143

Tax effects
Foreign currency translation adjustment

793

2,292

(1,528)(5,981)

488
492(7,509)
2,227

981
(304)

(5,282)677

accounted for using equity method
Amount arising during the year111

1

Reclassification adjustments

(2)

(55)

108

(54)

(9,795)692

Before tax effects adjustments
Tax effects
Valuation difference on available-for-salesecurities

yen

(303)

Foreign currency translation adjustment
Amount arising during the year
Reclassification adjustments
Before tax effects adjustments

149

Remeasurements of defined benefit plans, net of tax
Amount arising during the year
Reclassification adjustments
Before tax effects adjustments
Tax effects
Remeasurements of defined benefit plans, net oftax
Share of other comprehensive income of entities

Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income- 103 -

Millionyen

(Consolidated statement of changes in equity)
Fiscal year ended March 31, 2022
1. Class and total number of issued shares and treasury shares
Number of shares at
Increase (Thousand
beginning of the fiscal
shares)year (Thousand shares)

Number of shares at endof the fiscal year
(Thousand shares)

Decrease (Thousand
shares)Issued shares
Common shares

388,575－－

388,575

Total

388,575－－

388,575

Common shares*

17,5504,533

022,084

Total

17,5504,533

022,084

Treasury shares

Note:

The number of treasury shares of common shares includes the Company’s shares held by the Board Benefit Trust (BBT) (483thousand shares at the beginning of the fiscal year under review and 483 thousand shares at the end of the fiscal year underreview).
The increase of 4,533 thousand shares of treasury shares of common shares is mainly due to an increase of 4,533 thousand
shares as a result of the purchase of treasury shares. The decrease of 0 thousand shares of treasury shares of common shares isdue to the sale of shares less than one unit.

2. Share acquisition rights and treasury share acquisition rights
Not applicable
3. Dividends(1) Payments of dividends(Resolution)
May 17, 2021
Board of Directors
November 12, 2021
Board of Directors

Type of shares

Total amount ofdividends(Millions of yen)

Dividend per share(Yen)

Record date

Effective dateCommon shares

11,14530

March 31, 2021

June 3, 2021

Common shares

8,544

23

September 30, 2021

December 10, 2021

Notes: 1. The total amount of dividends resolved by the Board of Directors on May 17, 2021, includes dividends of 14 million yen for theCompany’s shares held by the Board Benefit Trust (BBT).
2. The total amount of dividends resolved by the Board of Directors on November 12, 2021, includes dividends of 11 million yen
for the Company’s shares held by the Board Benefit Trust (BBT).
(2) Dividends whose effective date falls in the fiscal year following the fiscal year of the record date
Total amount ofType of
Source ofDividend per(Resolution)
dividends
Record datesharesdividends
share (Yen)(Millions of yen)
May 17, 2022
CommonRetained
8,440
23March 31, 2022
Board of Directors
sharesearnings
Note:

Effective dateJune 2, 2022

The total amount of dividends resolved by the Board of Directors on May 17, 2022, includes dividends of 11 million yen for theCompany’s shares held by the Board Benefit Trust (BBT).

- 104 -

Fiscal year ended March 31, 2023
1. Class and total number of issued shares and treasury shares
Number of shares at
Increase (Thousand
beginning of the fiscal
shares)year (Thousand shares)

Decrease (Thousand
shares)Number of shares at endof the fiscal year
(Thousand shares)

Issued shares
Common shares

388,575－

8,750

379,824

Total

388,575－

8,750

379,824

Common shares*

22,084

4,218

8,750

17,552

Total

22,084

4,218

8,750

17,552

Treasury shares

Notes: 1. The decrease of 8,750 thousand shares of common shares is due to the cancellation of treasury shares held.
2. The number of treasury shares of common shares includes the Company’s shares held by the Board Benefit Trust (BBT) (483thousand shares at the beginning of the fiscal year under review and 483 thousand shares at the end of the fiscal year underreview).
The increase of 4,218 thousand shares of treasury shares of common shares is mainly due to the purchase of 4,217 thousand
treasury shares.
The decrease of 8,750 thousand shares of treasury shares of common shares is mainly due to the cancellation of 8,750 thousand
treasury shares.
2. Share acquisition rights and treasury share acquisition rights
Not applicable
3. Dividends(1) Payments of dividends(Resolution)

Type of shares

Total amount ofdividends(Millions of yen)

Dividend per share(Yen)

Record date

Effective date

May 17, 2022
Board of Directors

Common shares

8,440

23

March 31, 2022

June 2, 2022

Common shares

8,343

23

September 30, 2022

December 9, 2022

November 7, 2022
Board of Directors

Notes: 1. The total amount of dividends resolved by the Board of Directors on May 17, 2022, includes dividends of 11 million yen for theCompany’s shares held by the Board Benefit Trust (BBT).
2. The total amount of dividends resolved by the Board of Directors on November 7, 2022, includes dividends of 11 million yen for
the Company’s shares held by the Board Benefit Trust (BBT).
(2) Dividends whose effective date falls in the fiscal year following the fiscal year of the record date
Total amount ofType of
Source ofDividend per(Resolution)
dividends
Record datesharesdividends
share (Yen)(Millions of yen)
May 17, 2023
CommonRetained
8,343
23
March 31, 2023
Board of Directors
sharesearnings
Note:

Effective dateJune 2, 2023

The total amount of dividends resolved by the Board of Directors on May 17, 2023, includes dividends of 11 million yen for theCompany’s shares held by the Board Benefit Trust (BBT).

- 105 -

(Consolidated statement of cash flows)*1

Reconciliation of closing balance of cash and cash equivalents and the related account on the consolidated balance sheet
Fiscal year ended
March 31, 2022

Cash and deposits

182,644

Fiscal year ended
March 31, 2023

Millionyen

185,373

Time deposits with maturity over 3 months(2,040)(2,148)Cash and cash equivalents

180,603183,225*2

Millionyen

Major components of assets and liabilities of companies that ceased to be consolidated subsidiaries by sales of shares in thefiscal year ended March 31, 2022
The following is the breakdown of assets and liabilities on the sale of the shares of Yamato Home Convenience Co., Ltd., when it
ceased to be a consolidated subsidiary by the sale of its shares, and the selling price and amount of proceeds from the sale ofthe shares of Yamato Home Convenience Co., Ltd.
Current assets

10,654Non-current assets

1,265

Current liabilities
Non-current liabilities(5,003)(467)

Investment account after the sale of the shares
Loss on the sale of the shares(3,160)(2,672)

Other

(616)

Selling amount of the shares

3

Millionyen

0

Incidental expense on the sale of the shares(110)

Cash and cash equivalents(7,202)

Net: Expense by the sale

(7,313)

Details of significant non-cash transactions
Amount of assets and liabilities related to newly recorded lease transactions
Fiscal year ended
March 31, 2022
Million－yen－

Amount of assets related to lease transactions
Amount of liabilities related to lease transactions
Note:

Fiscal year ended
March 31, 2023
11,385

Millionyen

11,796

The amounts of assets and liabilities related to lease transactions in the previous fiscal year are omitted due to their lack ofsignificance.

(Leases)(Lessee)
1. Finance lease transactions
Finance lease transactions that do not transfer ownership(1) Components of leased assets
Property, plant and equipment:
Mainly buildings and dedicated cargo aircraft (freighters) in the Retail Business Unit and computer-related equipment of Yamato
System Development Co., Ltd.
(2) Accounting method for depreciation of leased assets
The accounting method for depreciation of leased assets is as described in “V. Financial Information, 1. Consolidated Financial
Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Significant matters forming
the basis of preparing the consolidated financial statements), 4. Accounting policies, (2) Depreciation and amortization methods
for significant depreciable and amortizable assets.”- 106 -

2. Operating lease transactions
Future lease payments to be made under non-cancellable leases of operating lease transactions(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Due within one year

7,495

9,784

Due after one year

22,60844,46030,10354,244

Total(Financial instruments)
1. Matters concerning the status of financial instruments(1) Policy on financial instruments

To finance further business growth, the Yamato Group raises capital through bank loans and bond issuances based on a facilities
investment scheme that includes the network development plan. One-time surplus funds are invested in safe financial assets.
Derivative products are mainly used for hedging against variable interest rate risk, and no speculative transactions are undertaken.
Some of the Group’s consolidated subsidiaries are engaged in businesses such as third-party credit sales.
(2) Features and risks of financial instruments and risk management structure
Operating receivables, such as notes and accounts receivable - trade and accounts receivable - installment, carry the credit risk of
trading partners, and thus the Company manages and controls cash received, as well as outstanding receivables, for each period
to identify the credit risk of each trading partner.
Regarding investment securities, the Yamato Group mainly holds shares of companies with which the Group has business
relationships or forms a capital alliance, and such shares involve the risk of stock price fluctuations.
The majority of operating payables, such as notes and accounts payable - trade, are due within one year.
Short-term borrowings and long-term borrowings are mainly used to raise capital for the Group’s financial business. Borrowings aremainly procured at floating rates of interest.
Within the Yamato Group, each Group company controls liquidity risk associated with operating payables and borrowings bymonitoring payments and settlements, bookkeeping, and balances, as well as managing cash positions.
(3) Supplemental remarks on the fair value of the financial instruments
Since variable factors are incorporated in the calculation of the market value of financial instruments, the value may change due tothe adoption of different assumptions, etc.

- 107 -

2. Matters concerning fair value of financial instruments
Carrying amounts on the consolidated balance sheet, fair values and the differences between them were as follows.
As of March 31, 2022
(Millions of yen)
Carrying amount on the
consolidated balance sheet(1) Notes and accounts receivable - trade, andcontract assets

218,922

Allowance for doubtful accounts(157)
218,765

Fair value

Difference

218,77711

42,405

46,955

4,550

Available-for-sale securities

21,562

21,562－

Shares of affiliates

6,667

10,1273,459(4) Short-term borrowings[15,000][15,000]－(2) Accounts receivable - installment

48,055

Allowance for doubtful accounts(936)

Deferred installment income[4,714](3) Investment securities

Notes: 1.

2.

Items recognized as liabilities are shown in square parentheses [ ] both under Carrying amount on the consolidated balance
sheet and Fair value.
Cash and deposits are omitted because they are settled in a short period of time and their carrying amounts approximate fairvalue.

3.

Notes and accounts receivable - trade, and contract assets are presented after deducting allowances for doubtful accounts set
up for notes and accounts receivable - trade and contract assets not payable in the short term.

4.

Accounts receivable - installment is presented after deducting the relevant allowance for doubtful accounts and deferredinstallment income.

5.

6.

Stocks and other securities that have no market price are not included in Investment securities. Such financial instruments areunlisted equity and investments in capital, which amounted to 11,256 million yen on the consolidated balance sheet.
Investments in partnerships and other similar entities that are recorded on the consolidated balance sheet at a net amountequivalent to the Company’s ownership interest are omitted. The amount of this investment on the consolidated balance sheet
is 8,485 million yen.

7.

Notes and accounts payable - trade are omitted because most of them are due within one year and their carrying amounts
approximate fair value.

- 108 -

8.

Expected redemption amounts of monetary claims and securities with maturity after the consolidated balance sheet date(Millions of yen)
Within 1 year

After 1 year through 5 years

After 5 years

Cash and deposits

182,644－－

Notes and accounts receivable - trade,and contract assets

218,88240－

Accounts receivable - installment

22,061

22,7293,264

423,588

22,769

3,264

Total
9.

Repayment schedule of long-term borrowings after the consolidated balance sheet date
Not applicable- 109 -

As of March 31, 2023
(Millions of yen)
Carrying amount on the
consolidated balance sheet(1) Notes and accounts receivable - trade, andFair value

Difference

216,251

contract assets
Allowance for doubtful accounts(260)
215,990

216,02837

44,76949,135

4,366

Available-for-sale securities

21,00021,000－Shares of affiliates

4,309

5,805

1,496

(4) Short-term borrowings[10,000][10,000]－(2) Accounts receivable - installment

50,509Allowance for doubtful accounts(942)

Deferred installment income[4,797](3) Investment securities

Notes: 1.

Items recognized as liabilities are shown in square parentheses [ ] both under Carrying amount on the consolidated balance
sheet and Fair value.

2.

3.

Cash and deposits are omitted because they are settled in a short period of time and their carrying amounts approximate fairvalue.
Notes and accounts receivable - trade, and contract assets are presented after deducting allowances for doubtful accounts set
up for notes and accounts receivable - trade and contract assets not payable in the short term.

4.

Accounts receivable - installment is presented after deducting the relevant allowance for doubtful accounts and deferredinstallment income.

5.

Stocks and other securities that have no market price are not included in Investment securities. Such financial instruments areunlisted equity and investments in capital, which amounted to 10,053 million yen on the consolidated balance sheet.

6.

Investments in partnerships and other similar entities that are recorded on the consolidated balance sheet at a net amountequivalent to the Company’s ownership interest are not included in Investment securities. The amount of this investment on the
consolidated balance sheet is 7,395 million yen.

7.

Notes and accounts payable - trade are omitted because most of them are due within one year and their carrying amounts
approximate fair value.

8.

Expected redemption amounts of monetary claims and securities with maturity after the consolidated balance sheet date(Millions of yen)
Within 1 year

After 1 year through 5 years

After 5 years

Cash and deposits

185,373－－

Notes and accounts receivable - trade,and contract assets

216,21337－

Accounts receivable - installment

22,182

23,546

4,780

423,769

23,583

4,780

Total

- 110 -

9.

Repayment schedule of long-term borrowings after the consolidated balance sheet date
Not applicable- 111 -

3. Matters concerning the breakdown of the fair value of financial instruments by level and other items
The fair value of financial instruments is classified into the following three levels based on the observability and materiality of the inputs
used to calculate fair value.
Level 1 fair value

Of the inputs related to the observable fair value calculation, the fair value is calculated based on the market priceof the asset or liability formed in the active market.

Level 2 fair value

Of the inputs related to the observable fair value calculation, the fair value is calculated based on inputs other than
the inputs used in level 1.

Level 3 fair value

Fair value is calculated using inputs for calculating unobservable fair value.

When multiple inputs that have a significant influence on the market value calculation are used, the market value is classified into thelowest priority level in the market value calculation among the levels to which those inputs belong.
(1) Financial instruments carried on the consolidated balance sheet at fair value
As of March 31, 2022
Fair value (Millions of yen)
Item
Level 1

Level 2

Level 3

Total

Investment securities
Available-for-sale securities
StocksTotal assets

21,562－－

21,562

21,562－－

21,562As of March 31, 2023
Fair value (Millions of yen)
Item
Level 1

Level 2

Level 3

Total

Investment securities
Available-for-sale securities
StocksTotal assets

21,000－－21,00021,000－－21,000(2) Financial instruments other than those carried on the consolidated balance sheet at fair value
As of March 31, 2022
Fair value (Millions of yen)
Item
Level 1
Notes and accounts receivable - trade,

Level 2

Level 3

Total－

218,777－

218,777－

46,955－

46,955

10,127－－

10,127

10,127265,733－

275,860－

15,000－15,000－15,000－15,000and contract assets
Accounts receivable - installment
Investment securities
Shares of affiliates
StocksTotal assets
Short-term borrowings
Total liabilities- 112 -

As of March 31, 2023
Fair value (Millions of yen)
Item
Level 1

Level 2

Level 3

Total

Notes and accounts receivable - trade,and contract assets－

216,028－

216,028

Accounts receivable - installment－

49,135－

49,135

5,805

－

－

5,805

5,805

265,163－

270,969－

10,000－10,000－10,000－10,000Investment securities
Shares of affiliates
StocksTotal assets
Short-term borrowings
Total liabilities

Note: Explanation of valuation techniques used and inputs related to the calculation of fair value
Investment securities
Listed stocks are valued using quoted market prices. Since listed stocks are traded in active markets, their fair value isclassified as Level 1 fair value.
Notes and accounts receivable - trade, and contract assets
The fair value of those assets is determined using the discounted present value method based on the amount of the receivable,
the period to maturity and the interest rate that takes into account credit risk for each receivable classified by certain time
periods and is classified as Level 2 fair value.
Accounts receivable - installment
The fair value of accounts receivable - installment is determined using the discounted present value method based on theamount of the receivable, the period to maturity and the interest rate that takes into account credit risk for each receivableclassified by certain time periods and is classified as Level 2 fair value.
Short-term borrowings
The fair value of short-term borrowings is determined using the discounted present value method based on the total amountof principal and interest and an interest rate that takes into account the remaining term of the debt and credit risk and isclassified as Level 2 fair value.

- 113 -

(Securities)
As of March 31, 2022
1. Available-for-sale securities(Millions of yen)
Carrying amount on the
consolidated balance
sheetType of asset(1) Stocks

Acquisition cost

Difference

18,174

6,602

11,572Items whose carrying amount(2) Debentures

－

－

－

exceeds acquisition cost(3) Other－－－

18,174

6,602

11,572

3,387

4,041

(653)

(2) Debentures

－

－

－

(3) Other

－

－

－

3,387

4,041

(653)

21,562

10,643

10,918Subtotal(1) Stocks
Items whose carrying amount
does not exceed acquisition
cost

Subtotal
Total

2. Available-for-sale securities sold during the fiscal year ended March 31, 2022
(Millions of yen)Type of asset

Sale proceeds(1) Stocks

Total gain on sale

Total loss on sale

18,63814,430－(2) Debentures

－

－

－

(3) Other0－－

18,63814,430－Total
3. Securities for which impairment losses are recognized

During the fiscal year ended March 31, 2022, the Company recorded impairment losses on securities of 48 million yen.
For impairment of listed stocks, if the market prices at the end of the year dropped 30% or more from the book value, the full amountis impaired. With respect to other securities, if the net realizable value at the end of the year dropped by 30% or more from the bookvalue, impairment is made for the amount deemed necessary by the Company, taking into consideration the possibility of recovery.

- 114 -

As of March 31, 2023
1. Available-for-sale securities(Millions of yen)Type of asset

Carrying amount on the
consolidated balance
sheet(1) Stocks
Items whose carrying amountexceeds acquisition cost

6,742

10,447(2) Debentures

－

－

－

(3) Other－－－

17,1896,742

10,447

3,810

4,064

(253)

(2) Debentures

－

－

－

(3) Other

－

－

－

3,810

4,064

(253)

21,00010,807

10,193(1) Stocks
does not exceed acquisition
cost

Difference

17,189Subtotal
Items whose carrying amount

Acquisition cost

Subtotal
Total

2. Available-for-sale securities sold during the fiscal year ended March 31, 2023
(Millions of yen)Type of asset

Sale proceeds(1) Stocks

Total gain on sale

Total loss on sale

2,786

1,970

4

(2) Debentures

－

－

－

(3) Other

0

－

－

2,787

1,970

4

Total

3. Securities for which impairment losses are recognized
During the fiscal year ended March 31, 2023, the Company recorded impairment losses on securities of 2 million yen.
For impairment of listed stocks, if the market prices at the end of the year dropped 30% or more from the book value, the full amountis impaired. With respect to other securities, if the net realizable value at the end of the year dropped by 30% or more from the bookvalue, impairment is made for the amount deemed necessary by the Company, taking into consideration the possibility of recovery.

- 115 -

(Retirement benefits)
1. Overview of retirement benefit plans adopted
As a defined benefit plan, the Yamato Group has adopted a lump-sum retirement allowance system and a corporate pension fundsystem. The Group has also established a defined contribution system.
2. Defined benefit plan
(1) Reconciliation between the balance at beginning of period and the balance at end of period of retirement benefit obligations
Fiscal year ended
March 31, 2022
Balance of retirement benefit obligations at beginning of
periodService cost

183,858

Fiscal year ended
March 31, 2023

Million

151,477yen

14,316

14,233

Interest cost
Actuarial gains and losses accrued

169
1,849

150
169

Retirement benefits paid
Past service cost incurred(9,900)14,999(10,720)－

Decrease resulting from transition to defined contribution
pension plan

(52,271)－

Decrease resulting from exclusion of subsidiaries fromconsolidation(1,543)－

Balance of retirement benefit obligations at end of period

151,477

155,309

Note:

Millionyen

Some consolidated subsidiaries have adopted the simplified method in calculating the amount of retirement benefit
obligations.

(2) Reconciliation between the balance at beginning of period and the balance at end of period of pension plan assets
Fiscal year ended
March 31, 2022
Balance of plan assets at beginning of period

112,180

Millionyen

Fiscal year ended
March 31, 2023
57,351

Expected return on plan assets

855

573

Actuarial gains and losses accrued
Contribution from employer

1,333
3,827

657
1

Retirement benefits paid
Decrease resulting from transition to defined contribution(2,034)(1,549)(57,157)－(1,653)－57,351

57,034

pension plan
Decrease resulting from exclusion of subsidiaries fromconsolidation
Balance of plan assets at end of period- 116 -

Millionyen

(3) Reconciliation between ending balance of retirement benefit obligations and plan assets and retirement benefit liability/asset recordedon the consolidated balance sheet
As of March 31, 2022

As of March 31, 2023

MillionRetirement benefit obligations of funded plans

12,935

Plan assets(57,351)(44,415)(45,232)

Retirement benefit obligations of unfunded plans

138,541

143,507

94,126

98,274Retirement benefit liability

94,141

98,295Retirement benefit asset

(15)

(20)

94,126

98,274

Net amount of liabilities and assets recorded on the
consolidated balance sheet

Net amount of liabilities and assets recorded on the
consolidated balance sheet
Note:

11,802yen

Millionyen(57,034)

As for liabilities and assets with respect to retirement benefits, the amounts that were offset in the presentation by theCompany and each consolidated subsidiary were added up.

(4) Amounts of retirement benefit expenses and their components
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

MillionService cost

14,316

Interest cost

169

150

Expected return on plan assets
Recognition of actuarial gains and losses

(855)
(487)
14,999

(573)
492
－

(1,419)

－

(76)

52

26,646

14,355

Recognition of past service cost
Gain and loss resulting from transition to defined
contribution pension plan
Other
Retirement benefit expenses associated with defined benefit
plan

14,233yen

Millionyen(5) Remeasurements of defined benefit plans, net of tax
The components of remeasurements of defined benefit plans (before deduction of tax effects) are as follows:
Fiscal year ended
March 31, 2022
Actuarial gains and losses(7,509)Total(7,509)Fiscal year ended
March 31, 2023

Millionyen

981

Millionyen

981(6) Remeasurements of defined benefit plans
The components of remeasurements of defined benefit plans (before deduction of tax effects) are as follows:
As of March 31, 2022
Unrecognized actuarial gains and losses

405

Total

405

- 117 -

Millionyen

As of March 31, 2023
1,387
1,387

Millionyen

(7) Plan assets(i) Major components of plan assets
The ratio of each major category to total plan assets is as follows:
As of March 31, 2022

As of March 31, 2023

57 %
22

58 %
22

General accountDebentures
Other

21

20

Total

100

100

(ii) Method for setting the long-term expected rate of return on plan assets
The Company set the expected long-term rate of return on plan assets taking into account the allocation of plan assets, thehistorical result of each component asset of the plan assets and market trends.
(8) Actuarial assumptions
Major actuarial assumptions
As of March 31, 2022

As of March 31, 2023

Discount rate

0.1 %

0.1 %

Long-term expected rate of return

1.0

1.0

3. Defined contribution plans
The amounts of required contributions to defined contribution plans of the Company and certain consolidated subsidiaries were
6,885 million yen as of March 31, 2022, and 10,795 million yen as of March 31, 2023.

- 118 -(Tax effect accounting)
1. Detailed deferred tax assets and deferred tax liabilities
As of March 31, 2022

As of March 31, 2023

Deferred tax assets
Millionyen

Provision for bonuses

11,871

Unpaid legal welfare expenses
Accrued enterprise tax

1,970
1,957

1,880
1,906

Excess allowance for doubtful accounts
Tax loss carryforwards*

510
3,655

525
4,257

Retirement benefit liability
Loss on valuation of land

29,22820,48430,776
20,484

Impairment losses
Loss on valuation of investment securities

3,855
1,062
－

4,242
919

Investments in subsidiaries and associates
Unrealized gain on non-current assets

11,197

3,812

10,627
3,944

397
8,679

393
9,427

87,486

100,584(3,651)(4,257)(23,914)(24,584)

Subtotal(27,566)(28,841)

Total

59,92071,743

Valuation difference on available-for-sale securities
Reserve for reduction entry(2,755)(183)(2,703)
(174)

Other

(4,697)(5,055)

Total(7,636)(7,933)Net deferred tax assets

52,28463,809Loss on valuation of telephone subscription rights
Other
Subtotal
Allowance for devaluation for tax loss carryforwards*
Allowance for devaluation for the total deductible temporary
difference, etc.

Deferred tax liabilities- 119 -

Millionyen

*Tax loss carryforwards and amounts of their deferred tax assets by carryforward period
As of March 31, 2022
(Millions of yen)
Within 1 year
Tax lossdevaluation

Total

40

45

90

85

540

2,852

3,655

(40)

(45)

(90)

(85)

(540)

(2,848)(3,651)

－

－

－

－

－

4

4

carryforwards
Allowance for

After 1 year up After 2 years up After 3 years up After 4 years up
After 5 years
to 2 years
to 3 years
to 4 years
to 5 years

Deferred tax assets

Note: Tax loss carryforwards were calculated by multiplying the statutory effective tax rate.
As of March 31, 2023
(Millions of yen)
Within 1 year
Tax losscarryforwards
Allowance fordevaluation

After 1 year up After 2 years up After 3 years up After 4 years up
After 5 years
to 2 years
to 3 years
to 4 years
to 5 years

Total

23

50

35

2

－

4,144

4,257

(23)

(50)

(35)

(2)

－

(4,144)(4,257)

－

－

－

－

－

－

－

Deferred tax assets

Note: Tax loss carryforwards were calculated by multiplying the statutory effective tax rate.
2. Breakdown of the main items that caused differences between the effective statutory tax rate and the actual effective tax rate by
applying tax effect accounting
As of March 31, 2022
Statutory effective tax rate of the reporting company’s

As of March 31, 2023

－

30.6%

Inhabitant per capita taxes
Difference of tax rates applied to overseas subsidiaries

－
－

4.7
(0.1)

Allowance for devaluation
Equity in net income of affiliates－－(17.0)
2.2

Other

－

(0.3)

consolidated financial statements(Adjustments)

Effective rate of income taxes after application of deferred tax－
20.1
accounting
Note: The figures as of the end of the previous fiscal year are omitted because the difference between the statutory tax rate and theeffective tax rate after applying tax effect accounting was equal to or less than 5% of the statutory tax rate.
3. Accounting for corporate income tax and local corporate tax or tax effect accounting related to these taxes
The Company and some of its domestic consolidated subsidiaries have obtained approval for the application of the Japanese Group
Relief System during the current fiscal year, and therefore, starting from the next fiscal year, will transition from the independent
taxation system to the Japanese Group Relief System. Regarding the accounting treatment and disclosure related to tax effectaccounting for corporate income tax and local corporate tax, the Company has applied the “Practical Solution on the Accounting andDisclosure Under the Group Tax Sharing System” (Practical Solution No. 42, August 12, 2021) from the end of the current fiscal
year.

- 120 -

(Business combinations)(Transactions under common control, etc.)
Absorption-type merger between consolidated subsidiaries
At a meeting of the Board of Directors held on January 20, 2022, the Company resolved to conclude an absorption-type merger
agreement between the Company’s consolidated subsidiaries Yamato System Development Co., Ltd. and Yamato Web Solutions
Co., Ltd., and such absorption-type merger took effect as of April 1, 2022.
The overview of the absorption-type merger is as follows.
1. Overview of the transaction(1) Absorption-type merger in which Yamato System Development Co., Ltd. is the surviving company(i) Names of combined companies and their businesses
i. Surviving company
Name: Yamato System Development Co., Ltd.
Description of business: Research, development, provision of information on computer utilization systems and consulting
services, commissioned information processing, operation and management of computer systems
and related services
ii. Absorbed company
Name: Yamato Web Solutions Co., Ltd.
Description of business: Temporary staffing business, fee-based job placement business, research, development, provisionof information on computer utilization systems and consulting services(ii) Business combination date
April 1, 2022 (Effective date on and after)(iii) Legal form of business combination
An absorption-type merger in which Yamato Web Solutions Co., Ltd. is the absorbed company and Yamato System
Development Co., Ltd. is the surviving company.
(iv) Name after business combination
There is no change in the name.
(2) Overview of the transaction including its purpose
The merger of Yamato System Development Co., Ltd., which is responsible for the Yamato Group’s IT functions, and Yamato
Web Solutions Co., Ltd., which provides website design, construction, and operation, as well as temporary staffing services, will
promote the optimal allocation of specialized personnel in the IT domain and further utilization of management resources, thereby
strengthening the growth potential of the business.
2. Overview of accounting treatment implemented
The merger was treated as transactions under common control based on the “Accounting Standard for Business Combinations”(ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on Accounting Standard for Business
Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).
Acquisition of additional shares of a subsidiary
The Company acquired additional shares of Yamato Dialog & Media Co., Ltd. (a consolidated subsidiary of the Company) held by
DHL eCommerce Japan K.K., thereby making Yamato Dialog & Media Co., Ltd. a wholly owned subsidiary of the Company as of
September 26, 2022.
The overview is as follows.
1. Overview of the transaction(1) Name of combined company and its business
Name of combined company:
Description of business:

Yamato Dialog & Media Co., Ltd.
Various operations related to direct marketing- 121 -

(2) Business combination date
September 26, 2022 (Effective date on and after)(3) Legal form of business combination
Acquisition of shares from non-controlling interests(4) Name after business combination
There is no change in the name.
(5) Other matters about transaction
By making Yamato Dialog & Media Co., Ltd. a wholly owned subsidiary, the Company will increase management agility andstrengthen the growth potential of the business.
2. Overview of accounting treatment implemented
The acquisition was treated as transactions with non-controlling interests under common control based on the “AccountingStandard for Business Combinations” (ASBJ Statement No. 21, January 16, 2019) and the “Implementation Guidance on
Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10,
January 16, 2019).
3. Matters regarding additional acquisition of shares of the subsidiary
Acquisition cost and its breakdown
Consideration for acquisition

Cash and deposits

Acquisition cost

612 million yen
612 million yen

4. Matters regarding changes in equity of the Company attributable to transactions with non-controlling interests(1) Main reasons for changes in capital surplus
Additional acquisition of shares of the subsidiary(2) Amount of capital surplus increased by transactions with non-controlling interests
22 million yen(Asset retirement obligations)
Asset retirement obligations reported on the consolidated balance sheet
1. Overview of the relevant asset retirement obligations
There are obligations to restore sites to their original conditions based on facility lease contracts and fixed-term land leasehold
contracts.
2. Method for calculating the relevant asset retirement obligations
The Company calculated the amount of the relevant asset retirement obligations by estimating the expected period of use at
15 to 38 years and applying the yields on Japanese government bonds due in the expected period of use as the discountrates.

- 122 -

3. Change in the total amount of the relevant asset retirement obligations
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023
Million

Beginning balance

9,646

Increase by purchase of property, plant and equipment

455

22

Adjustment amount over time
Increase (decrease) by change in estimate

105
(137)

103
(6)

(Decrease by implementing the asset retirement
obligations)

(138)

(448)

Other increase (decrease)

(3)

10

Balance at end of period

9,927

9,608

yen

9,927

Millionyen

4. Change in the estimate for the relevant asset retirement obligations
As the Company found that the amount of the retirement cost for the relevant assets will change from the estimated amount at
the beginning of each period by obtaining new information on the cost, it changed the estimate for the relevant asset retirement
obligations, reducing the amount by 137 million yen in the fiscal year ended March 31, 2022, and by 6 million yen in the fiscal
year ended March 31, 2023.

- 123 -

(Revenue recognition)
1. Information that breaks down revenue from contracts with customers
Fiscal year ended March 31, 2022
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

1,144,359

598,306

50,967

1,793,632

Logistical support income

3,587

249,637－

253,225

Other

28,18333,022

171,975

233,181

1,176,130

880,966

222,9422,280,039

－

－

4,583

4,583

1,176,130

880,966

227,526

2,284,622

Operating revenue or transfers
within the segment(3,715)(42,690)(18,327)(64,733)

Operating revenue by reportablesegment

1,172,414

838,276

209,198

2,219,889

Inter-segment operating revenue ortransfers(279,017)(26,090)(121,163)(426,271)

Operating revenue from customers

893,396

812,185

88,035

1,793,618

Transportation income

Revenue from contracts withcustomers
Other revenue (Note 2)
Total

Notes: 1.

2.

Other
(Note 1)

Total

Other includes Yamato Home Convenience Co., Ltd. (lifestyle support services), Yamato System Development Co., Ltd. (information
systems development), and Yamato Autoworks Co., Ltd. (collective vehicle management agent business for transportationcompanies).
Other revenue consists of transactions related to financial instruments included in the scope of ASBJ Statement No. 10 “AccountingStandard for Financial Instruments,” such as installment sales.
Fiscal year ended March 31, 2023
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

1,191,264

617,221

24,616

1,833,103

Logistical support income

3,352

259,525－

262,877

Other

25,85833,357

151,751

210,967

1,220,475

910,104

176,368

2,306,948

－

－

3,436

3,436

1,220,475

910,104

179,804

2,310,385

Operating revenue or transfers
within the segment(2,563)(47,596)(7,772)(57,932)

Operating revenue by reportablesegment

1,217,911

862,508

172,0322,252,452

Inter-segment operating revenue ortransfers(323,337)(16,454)(111,991)(451,783)

Operating revenue from customers

894,574

846,053

60,0401,800,668

Transportation income

Revenue from contracts withcustomers
Other revenue (Note 2)
Total

Notes: 1.
2.

Other(Note 1)

Total

Other includes Yamato System Development Co., Ltd. (information systems development) and Yamato Autoworks Co., Ltd.
(collective vehicle management agent business for transportation companies).
Other revenue consists of transactions related to financial instruments included in the scope of ASBJ Statement No. 10 “AccountingStandard for Financial Instruments,” such as installment sales.

- 124 -

2. Information that provides a basis for understanding revenue from contracts with customers
Information that forms the basis for understanding revenue from contracts with customers is presented in “V. Financial Information,
1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements(Significant matters forming the basis of preparing the consolidated financial statements), 4. Accounting policies, (5) Accounting
method for significant revenues and costs” and thus omitted.
None of the contracts include significant financial elements or variable consideration, and the contractual consideration for services
is generally received within 30–70 days from the time of revenue recognition. The contractual consideration for transportation
services provided to individual customers in the Retail Business Unit is received at the time the shipment is accepted.
3. Information about the relationship between the satisfaction of performance obligations under contracts with customers and cash
flows from such contracts, and the amount and timing of revenue expected to be recognized in subsequent periods from contracts
with customers that existed at the end of the fiscal year under review(1) Balance of contract assets and liabilities, etc.
(Millions of yen)
Fiscal year ended

Fiscal year ended

March 31, 2022

March 31, 2023

Receivables from contracts with customers (beginning

178,323

188,004

188,004

185,549

Contract assets (beginning balance)

4,146

4,688

Contract assets (balance at end of period)

4,688

4,793

Contract liabilities (beginning balance)

11,444

12,887

Contract liabilities (balance at end of period)

12,887

14,263balance)
Receivables from contracts with customers (balance at
end of period)

Contract assets are mainly recognized in TA-Q-BIN transactions and are recognized based on the estimated revenue from theprogress of deliveries up to the end of the fiscal year. Contract assets are reclassified to receivables from contracts with customers
when the consolidated subsidiary’s rights to the consideration become unconditional.
Contract liabilities mainly relate to advances received from customers who have subscribed to the Kuroneko Member Discountprogram for TA-Q-BIN transactions. Contract liabilities are reversed upon the recognition of revenue.
Among the revenues recognized during the previous fiscal year, the amount included in the contract liability balance at the
beginning of the period was 9,558 million yen.
The amount of revenue recognized in the previous fiscal year from performance obligations satisfied in prior periods was notmaterial.
Among the revenues recognized during the fiscal year under review, the amount included in the contract liability balance at the
beginning of the period was 10,427 million yen.
The amount of revenue recognized in the fiscal year under review from performance obligations satisfied in prior periods was notmaterial.
(2) Transaction prices allocated to remaining performance obligations
The Company and its consolidated subsidiaries apply the practical expedient in noting transaction prices allocated to theremaining performance obligations and do not include performance obligations with original expected contractual terms of one
year or less and performance obligations for which the entity is entitled to receive consideration directly corresponding to thevalue to the customer of the portion of the obligation that has been performed by the entity to date. As a result, there are no
significant performance obligations that should be noted as the transaction price allocated to the remaining performanceobligations.
The performance obligations with an initial expected term of one year or less mainly relate to courier services such as TA-Q-BIN
in the Retail Business Unit.
In addition, there were no material amounts of consideration arising from contracts with customers that are not included in thetransaction price.

- 125 -

(Segment information, etc.)[Segment information]
1. Overview of reportable segments
The reportable segments of the Yamato Group are components of the Group for which discrete financial information is available
and which are regularly reviewed by the Company’s Board of Directors to make decisions about allocation of managerial
resources and to assess their performance.
The Yamato Group is operated through a Group management structure under Yamato Holdings Co., Ltd., which is a pure holding
company, and manages business operations by customer segment with the Retail Business Unit, which manages the Retail
Business that provides delivery services to individuals and small to mid-sized corporations, the Corporate Business Unit, which
manages the Corporate Business, Global SCM Business and EC Business that provide transportation services, etc. to large
corporations and others.
Accordingly, Yamato Group’s two reportable segments are the Retail Business Unit and the Corporate Business Unit.
Type of services by reportable segment
Reportable segment
Retail Business Unit
Corporate Business Unit
Other

Type of services
Small parcel delivery services for consumers and small to mid-sized corporations
Transportation services for large corporations, planning and operation of logistics
centers, customs services, air cargo agency services
Development and operation of IT systems, car maintenance services, sales of fuel,non-life insurance agency services, cargo vehicle transportation services

2. Method for calculating amounts of operating revenue, profit/loss, assets and other items by reportable segment
The accounting method used for reported business segments complies with the accounting policy that has been adopted in
preparing the consolidated financial statements.

- 126 -

3. Information regarding the amounts of operating revenue, profit/loss, assets and other items by reportable segment
Fiscal year ended March 31, 2022
(Millions of yen)
Other
(Note 1)Retail Business Unit

Corporate Business
Unit

Operating revenue from customers

893,396

812,185

88,035

1,793,618－

1,793,618

Inter-segment operating revenue ortransfers

279,017

26,090121,163426,271(426,271)

－

Total

1,172,414

838,276

209,198

2,219,889(426,271)

1,793,618

Segment profit (loss)

44,463

17,17816,55978,200(1,001)

77,199Segment assets (Note 4)

749,717

194,571

156,572

1,100,861(14,006)

1,086,854

17,53813,264

3,811

34,615909

35,524

Total

Adjustments(Note 2)

Amount recorded inconsolidated
financial statements(Note 3)Operating revenue

OthersDepreciation

Investments in entities accounted
－
630
6,667
7,298
5,661
12,959for using equity method
Increase of property, plant,
equipment and intangible assets
56,586
12,066
7,245
75,8982,673
78,572(Note 4)
Notes: 1.
Other includes Yamato Home Convenience Co., Ltd. (lifestyle support services), Yamato System Development Co., Ltd. (information
systems development), and Yamato Autoworks Co., Ltd. (collective vehicle management agent business for transportationcompanies).
2.

Adjustments made are as follows.
(1) The adjustment of negative 1,001 million yen of segment profit includes group-wide expenses which have not been allocatedto each reportable segment (general and administrative expenses of the Company, which is a pure holding company) ofnegative 10,384 million yen, as well as eliminations of transactions among segments of 9,382 million yen.
(2)

3.
4.

The adjustment of negative 14,006 million yen of segment assets includes eliminations of inter-segment receivables andpayables, etc. of negative 108,626 million yen and group-wide assets of 94,619 million yen not allocated to each reportable(3)

segment.
The adjustment of 5,661 million yen of investment in entities accounted for using the equity method pertains to the amount of(4)

investment in those entities accounted for using the equity method which are not allocated to respective reportable segments.
The adjustment of 2,673 million yen of increases of property, plant, equipment and intangible assets is the Company’s capital

investment amount.
An adjustment was made between segment profit and operating profit in the consolidated statement of income.
The segment assets and the increase in property, plant, equipment and intangible assets of the Retail Business Unit include the524,780 million yen of segment assets of the Functional Divisions of Yamato Transport Co., Ltd. as well as the 36,936 million yen
increase in their property, plant, equipment and intangible assets, respectively.

- 127 -

Fiscal year ended March 31, 2023
(Millions of yen)
Other
(Note 1)Retail Business Unit

Corporate Business
Unit

Operating revenue from customers

894,574

846,053

60,0401,800,668－

1,800,668

Inter-segment operating revenue ortransfers

323,337

16,454

111,991

451,783(451,783)

－

Total

1,217,911

862,508

172,0322,252,452(451,783)

1,800,668

Segment profit (loss)

32,29813,13813,90059,337

747

60,085

Segment assets (Note 4)

788,000

181,737

142,258

1,111,996(4,409)1,107,587

21,883

14,796

4,097

40,777780

41,557

Total

Adjustments(Note 2)

Amount recorded inconsolidated
financial statements(Note 3)Operating revenue

OthersDepreciation

Investments in entities accounted
－
768
4,309
5,077
4,311
9,389
for using equity method
Increase of property, plant,
equipment and intangible assets
38,9729,101
2,324
50,398
5,292
55,691(Note 4)
Notes: 1.
Other includes Yamato System Development Co., Ltd. (information systems development) and Yamato Autoworks Co., Ltd. (collective
2.

vehicle management agent business for transportation companies).
Adjustments made are as follows.
(1)

(2)

The adjustment of 747 million yen of segment profit includes group-wide expenses which have not been allocated to eachreportable segment (general and administrative expenses of the Company, which is a pure holding company) of negative 7,385
million yen, as well as eliminations of transactions among segments of 8,132 million yen.
The adjustment of negative 4,409 million yen of segment assets includes eliminations of inter-segment receivables andpayables, etc. of negative 112,276 million yen and group-wide assets of 107,867 million yen not allocated to each reportablesegment.

3.
4.

(3)

The adjustment of 4,311 million yen of investment in entities accounted for using the equity method pertains to the amount ofinvestment in those entities accounted for using the equity method which are not allocated to respective reportable segments.

(4)

The adjustment of 5,292 million yen of increases of property, plant, equipment and intangible assets is the Company’s capital
investment amount.

An adjustment was made between segment profit and operating profit in the consolidated statement of income.
The segment assets and the increase in property, plant, equipment and intangible assets of the Retail Business Unit include the540,416 million yen of segment assets of the Transportation department and Headquarters of Yamato Transport Co., Ltd. as well as
the 23,630 million yen increase in their property, plant, equipment and intangible assets, respectively.

- 128 -

[Related information]
Fiscal year ended March 31, 2022
1. Information about products and services(Millions of yen)
TA-Q-BIN

Operating revenue from customers

Kuroneko DM-Bin

1,322,534

54,323

Others416,760

Total

1,793,618

2. Information about geographical areas(1) Operating revenue
The information is omitted because external operating revenue from customers in Japan accounted for more than 90% of
total operating revenue in the consolidated statement of income.
(2) Property, plant and equipment
The information is omitted because the amount of property, plant and equipment located in Japan accounted for morethan 90% of total property, plant and equipment in the consolidated balance sheet.
3. Information about main customers
The information is omitted because there is no external operating revenue from a specific customer that accounted for 10% ormore of total operating revenue in the consolidated statement of income.
Fiscal year ended March 31, 2023
1. Information about products and services(Millions of yen)
TA-Q-BIN

Operating revenue from customers

Kuroneko DM-Bin

1,357,418

52,856

Others390,393

Total

1,800,668

2. Information about geographical areas(1) Operating revenue
The information is omitted because external operating revenue from customers in Japan accounted for more than 90% of
total operating revenue in the consolidated statement of income.
(2) Property, plant and equipment
The information is omitted because the amount of property, plant and equipment located in Japan accounted for morethan 90% of total property, plant and equipment in the consolidated balance sheet.
3. Information about main customers
The information is omitted because there is no external operating revenue from a specific customer that accounted for 10% ormore of total operating revenue in the consolidated statement of income.

- 129 -

[Information regarding impairment losses of non-current assets by reportable segment]
Fiscal year ended March 31, 2022
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

－

700

Impairment losses

Other

Total

1,719

2,420

Corporate or
eliminations－

Consolidated

2,420

Fiscal year ended March 31, 2023
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

748

280

Impairment losses

Other

Total

966

1,994

[Information about amortization and unamortized balance of goodwill by reportable segment]
Fiscal year ended March 31, 2022
Not applicable
Fiscal year ended March 31, 2023
Not applicable[Information about gain on bargain purchase by reportable segment]
Fiscal year ended March 31, 2022
Not applicable
Fiscal year ended March 31, 2023
Not applicable[Related party information]
Fiscal year ended March 31, 2022
Not applicable
Fiscal year ended March 31, 2023
Not applicable- 130 -

Corporate or
eliminations－

Consolidated

1,994

(Per share information)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Net assets per share

1,611.34 Yen

1,684.87 Yen

Basic earnings per share

151.03 Yen

126.64 Yen

Notes: 1.

The Company’s shares held by the Board Benefit Trust (BBT), which are booked as treasury shares in the shareholders’equity section, are included in the treasury shares that are deducted from the number of shares outstanding as of the end of
the fiscal period when calculating net assets per share. In addition, they are included in the treasury shares that are
deducted from the average number of shares during the period when calculating basic earnings per share. The number oftreasury shares as of the end of the fiscal periods that were deducted when calculating net assets per share was 483,000
shares as of the end of the previous fiscal year and 483,000 shares as of the end of this fiscal year. The average number oftreasury shares during the fiscal periods that were deducted when calculating basic earnings per share was 483,000 sharesfor the previous fiscal year and 483,000 shares for this fiscal year.

2.
3.

Diluted earnings per share are not presented since no potential shares exist.
The basis for calculating “basic earnings per share” is as follows.
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Profit attributable to owners of parent(Millions of yen)

55,95645,898－－55,95645,898370,487

362,445

Amounts not belonging to ordinary shareholders(Millions of yen)
Profit attributable to owners of parent concerningcommon shares (Millions of yen)
Average number of common shares during the period(Thousand shares)(Significant subsequent events)(Purchase and cancellation of treasury shares)
At a meeting of the Board of Directors held on May 10, 2023, the Company resolved matters pertaining to the purchase of treasury
shares in accordance with the provisions of the Articles of Incorporation pursuant to Article 459, paragraph (1), item (i) of theCompanies Act, and the cancellation of treasury shares in accordance with Article 178 of the same Act.
1. Reason for purchase and cancellation of treasury shares
To improve capital efficiency and enhance shareholder returns
2. Description of matters pertaining to the acquisition of treasury shares
Type of shares to be acquired
Common shares of the Company
Total number of shares to be acquired Up to 22,000,000 shares(Ratio to total number of shares issued (excluding treasury shares): 6.06%)
Note: The aforementioned treasury shares do not include the Company’s shares held by
the Board Benefit Trust (BBT).
Total acquisition cost of the shares
Period of acquisition

Up to 50.0 billion yen
From May 17, 2023 to February 29, 2024

Method of acquisition

On-market purchases

3. Details of cancellation of treasury shares
Type of shares to be cancelled
Common shares of the Company
Total number of shares to be cancelled All treasury shares acquired in accordance with 2. above
Scheduled date of cancellation
March 29, 2024

- 131 -(Issuance of bonds)
At a meeting of the Board of Directors held on May 17, 2023, the Company resolved to issue unsecured bonds (with inter-bond paripassu clause) (Green Bonds) as follows.
1. Total amount issued
20.0 billion yen
2. Amount of bonds to be offered 100 million yen
3. Issue price
100 yen per 100 yen of each bond amount
4. Interest rate

The maximum interest rate shall be set at that of the secondary market yield plus 0.5% on JGBs
with the same remaining maturity as the redemption date.

5. Method of redemption
6. Redemption period

Lump-sum redemption on maturity
5 years

7. Time of issuance
8. Use of funds

From July 2023 onward (planned)
Environment-related investments- 132 -

(v) Annexed consolidated detailed schedules[Detailed schedule of corporate bonds]
Not applicable[Detailed schedule of borrowings]
Balance atBalance at end
beginning ofof period
period(Millions of yen)
(Millions of yen)Classification
Short-term borrowings

10,000

0.047

–

－

－

－

–

4,850

5,415

5.567

–

－

－

－

–

26,03832,8583.560

2024-2043

－

－

－

–

45,88948,273－–Current portion of lease liabilities
Long-term borrowings (excluding current portion)

Other interest-bearing debt
Total
Note:

Payment due

15,000Current portion of long-term borrowings

Lease liabilities (excluding current portion)

Averageinterest rate(%)

The repayment schedule for lease liabilities (excluding the current portion) for five years after the consolidated balance sheet date is asfollows.
(Millions of yen)
After 1 year up to 2 years After 2 years up to 3 years After 3 years up to 4 years After 4 years up to 5 years
Lease liabilities

4,982

3,730

2,885

2,083

[Detailed schedule of asset retirement obligations]Pursuant to the provision of Article 92-2 of the Regulation on Consolidated Financial Statements, the information is omitted because theamounts of asset retirement obligations at the beginning and end of the fiscal year ended March 31, 2023, were not more than 1% of thetotal of liabilities and net assets at the beginning and end of the fiscal year ended March 31, 2023.

- 133 -

(2) Other(i) Status after the closing date
Not applicable(ii) Quarterly information for the fiscal year ended March 31, 2023
Cumulative period
Operating revenue (Millions of yen)First quarter

Second quarter

Third quarter

Fiscal year ended
March 31, 2023

424,159883,755

1,395,967

1,800,668

1,706

17,432

62,16856,815

Profit attributable to owners of parent(Millions of yen)320

10,35839,08745,898

Basic earnings per share (Yen)

0.88

28.57

107.83126.64

Profit before income taxes (Millions ofyen)Accounting period
Basic earnings per share (Yen)First quarter

Second quarter
0.88

27.71

(iii) Significant lawsuits, etc.
Not applicable- 134 -

Third quarter
79.30

Fourth quarter
18.80

2. Non-consolidated Financial Statements, etc.
(1) Non-consolidated Financial Statements(i) Non-consolidated balance sheet(Millions of yen)
As of March 31, 2022

As of March 31, 2023

AssetsCurrent assets
Cash and deposits

37,33840,236

Trade accounts receivable

* 70

* 71

Short-term loans receivable* 3,960* 14,736

Income taxes refund receivable

6,648

6,847

Other

* 968

* 1,491

48,986

63,383

1,156

1,280

Total current assets
Non-current assets
Property, plant and equipment
Buildings
Tools, furniture and fixtures

571

381

Land

6,536

6,632

Construction in progress

476

5,095

Other

46

36

8,787

13,426

1,090

857

1

1

1,091

858

Investment securities

29,315

26,771

Shares of subsidiaries and associates

293,118

295,784

Long-term loans receivable* 24,631* 16,089

－

8,862

Other

1,709

1,728

Allowance for doubtful accounts(2,605)(402)

Allowance for investment loss

(1,874)(1,357)

Total investments and other assets

344,296

347,477

354,176

361,762

403,163425,145

Total property, plant and equipment
Intangible assets
Software
Other
Total intangible assets
Investments and other assets

Deferred tax assets

Total non-current assets
Total assets- 135 -

(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Liabilities
Current liabilities
Trade accounts payable

* 583

* 442

Short-term borrowings

15,00010,000

Income taxes payable

391

434

* 72,690* 79,564

Deposits received
Provision for bonuses
Other
Total current liabilities

4

3

* 950

*220

89,62090,665

2,506

－

118

128

Non-current liabilities
Deferred tax liabilities
Provision for retirement benefits
Provision for share awards for directors (and otherofficers)
Other

－

162

321

321

Total non-current liabilities

2,946

611

92,566

91,277

127,234

127,234

Legal capital surplus

36,82236,822Other capital surplus

0－

Total capital surplus

36,82236,822

General reserve

138,965

138,965

Retained earnings brought forward

46,81962,573

185,785

201,539

Treasury shares(49,551)(39,835)

Total shareholders’ equity

300,291

325,761

Valuation difference on available-for-sale securities

10,305

8,106

Total valuation and translation adjustments

10,3058,106

310,596

333,868

403,163425,145

Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus

Retained earnings
Other retained earnings

Total retained earnings

Valuation and translation adjustments

Total net assets
Total liabilities and net assets- 136 -

(ii) Non-consolidated statement of income(Millions of yen)
Fiscal year ended
March 31, 2022
Operating revenue

Fiscal year ended
March 31, 2023
*1 48,010*1 47,189*1,*2 11,036*1,*2 7,022

36,97340,167

Interest and dividend income*1 1,465*1 1,823

Leasing income*1 1,521*1 2,017

Selling, general and administrative expenses
Operating profit
Non-operating income

Gain on investments in investment partnerships

4,368

－

Other

*1 506*1 568

7,862

4,408

Interest expenses

*1 43

*1 7

Facility charges

1,521

2,017

66

435

1,630

2,459

43,205

42,116

9,873

1,970

Gain on sale of shares of subsidiaries and associates－

16

Reversal of allowance for doubtful accounts

496－

Reversal of allowance for investment loss

5

517

Other

12

9

10,387

2,513

Loss on valuation of investment securities

44－

Loss on sale of shares of subsidiaries and associates

110－

Provision of allowance for doubtful accounts

411

1,020

Demolition and removal expenses－

753

Loss on debt waiver

3,986

－

Other

150

40

Total non-operating income
Non-operating expenses

Other
Total non-operating expenses
Ordinary profit
Extraordinary income
Gain on sale of investment securities

Total extraordinary income
Extraordinary losses

4,703

1,814

Profit before income taxes

Total extraordinary losses

48,88842,815

Income taxes-current

1,624

1,909

Income taxes-deferred94(11,348)

Total income taxes

1,719(9,439)Profit47,16852,255- 137 -

(iii) Non-consolidated statement of changes in equity
Fiscal year ended March 31, 2022
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Balance at beginning of
periodShare capital

Legal capitalsurplus

Other capitalsurplus127,234

36,822－

Total capitalsurplusGeneral reserve
36,822

138,965

Retainedearnings
brought
forward

Total retained
earnings

19,340158,306

Dividends of surplus(19,689)(19,689)

Profit47,16847,168Changes during period

Purchase of treasury
shares
Disposal of treasury shares

00

Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

－

－

0

0

－

27,47827,478127,234

36,822036,822

138,965

46,819185,785

Shareholders’ equity
Total
Treasury shares shareholders’equityBalance at beginning of
period(39,549)

282,814

Valuation andtranslation
adjustments
Valuationdifference on
available-forsale securities

Total net assets

12,048294,863

Changes during period
Dividends of surplus(19,689)(19,689)

Profit47,16847,168(10,002)(10,002)(10,002)000Purchase of treasury
shares
Disposal of treasury shares
Net changes in items otherthan shareholders’ equity(1,743)(1,743)

Total changes during period(10,002)

17,476(1,743)

15,733

Balance at end of period(49,551)

300,291

10,305

310,596- 138 -

Fiscal year ended March 31, 2023
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Balance at beginning of
periodShare capital

Legal capitalsurplus

Other capitalsurplus127,234

36,8220Total capitalsurplusGeneral reserve
36,822

138,965

Retainedearnings
brought
forward

Total retained
earnings

46,819185,785

Dividends of surplus(16,783)(16,783)

Profit52,25552,255(0)(0)(19,717)(19,717)

Changes during period

Purchase of treasury
shares
Disposal of treasury shares
Cancellation of treasury
sharesNet changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

(0)

－

－

(0)

(0)

－

15,75415,754

127,234

36,822－36,822

138,965

62,573

201,539

Shareholders’ equity
Total
Treasury shares shareholders’equityBalance at beginning of
period(0)(49,551)

300,291

Valuation andtranslation
adjustments
Valuationdifference on
available-forsale securities

Total net assets

10,305

310,596

Changes during period
Dividends of surplus(16,783)(16,783)

Profit52,25552,255(10,001)(10,001)(10,001)00

019,717－－Purchase of treasury
shares
Disposal of treasury shares
Cancellation of treasury
sharesNet changes in items otherthan shareholders’ equity(2,198)(2,198)

Total changes during period

9,715

25,469(2,198)23,271

Balance at end of period(39,835)

325,7618,106

333,868- 139 -

Notes to Non-consolidated Financial Statements(Significant accounting policies)
1. Valuation bases and methods for assets
Valuation bases and methods for securities
Available-for-sale securities
Other than stocks and other securities with no market priceStated at the fair market value based on the quoted market price (valuation differences are recognized in net assets; the costof securities sold is calculated by the moving-average method).
Stocks and other securities with no market priceStated at cost using the moving-average method.
Investments in investment limited partnerships and similar partnerships(Investments deemed to be securities pursuant to Article 2, paragraph (2) of the Financial Instruments and Exchange Act)
Stated at the net amount of the Company’s interest in the partnership based on the most recent financial statements available
according to the reporting date stipulated in the partnership agreement.
Shares of subsidiaries and affiliates
Stated at cost using the moving-average method.
2. Depreciation and amortization methods of non-current assets(1) Property, plant and equipment
Depreciated using the straight-line method.
(2) Intangible assets
Amortized using the straight-line method.
However, software is amortized by the straight-line method over the estimated useful life (five years or less).
3. Accounting method for provisions(1) Allowance for doubtful accounts
The allowance for doubtful accounts is provided to prepare for losses from uncollectible credits. For special receivables withhigher uncertainty, collectivity is considered on individual cases and the prospective uncollectible amount is provided.
(2) Allowance for investment loss
To prepare for a devaluation loss on investments in subsidiaries and associates, allowances are provided considering thefinancial position and recoverability of the relevant subsidiary or associate.
(3) Provision for bonuses
The provision for bonuses is provided for the payment of bonuses to employees based on the amount expected to be paid.
(4) Provision for retirement benefits
To provide for employees’ retirement benefits, a provision for retirement benefits is recorded based on the projected retirement
benefit obligations and related pension assets as of the end of the fiscal year ended March 31, 2023.
(i) Method of attributing expected retirement benefits to periods
In calculating the retirement benefit obligations, the straight-line basis is used in determining the amount of the expected retirement
benefit obligation attributed to service performed up to the end of the fiscal year under review.
(ii) Method of recognizing actuarial differences
Actuarial differences are recognized in profit or loss in the year following the year in which a respective gain or loss arises and areamortized proportionally on a straight-line basis over a period of time (mainly five years), which is within the average remaining
years of service of the eligible employees.
(5) Provision for share awards for directors (and other officers)
In preparation for the payment of shares based on the Regulations on Share-based Remuneration for Directors (and Other Officers),
the expected amount of compensation is recorded according to the points allocated to Directors (and other officers).
4. Accounting method for revenues and costs
The Company mainly engages in executive management of its subsidiaries. Under the executive management contracts, theCompany provides management and planning guidance to its subsidiaries. Since the economic benefits of these services areprovided equally over the contract period, the Company recognizes revenue when the performance obligations are satisfied, whichis measured by the passage of time.

- 140 -

5. Other significant matters for preparing non-consolidated financial statements(Method of accounting for retirement benefits)
The method of accounting for unrecognized actuarial differences on retirement benefits is different to the method in the consolidated
financial statements.
(Significant accounting estimates)(Valuation of shares of subsidiaries and associates)(1) Amount recorded in the non-consolidated financial statements for the fiscal year under review
The following is a list of items that have been recognized in the non-consolidated financial statements for the fiscal year underreview based on accounting estimates and that may have a material effect on the non-consolidated financial statements for thefollowing fiscal year.
(Millions of yen)
As of March 31, 2022
Shares of subsidiaries andassociates
Allowance for investment
loss

As of March 31, 2023

293,118

295,784(1,874)(1,357)(2) Information on significant accounting estimates for identified items
In principle, shares of subsidiaries and associates are stated at the cost by the moving-average method. In the event of adecline in the net realizable value, the Company determines whether or not to recognize a write-down based on estimates ofthe business plans and other factors of the relevant company. In determining whether or not to recognize a write-down, certain
assumptions are made with respect to business plans and other estimates. These assumptions are subject to uncertain future
economic and business conditions, which may have a material impact on the non-consolidated financial statements for the
next and subsequent periods.
(Changes in presentation)(Non-consolidated balance sheet)“Vehicles” in “Property, plant and equipment” presented separately in the previous fiscal year, is included in “Other” in the current fiscal
year because the amount became immaterial. The non-consolidated financial statements of the previous fiscal year have been
reclassified to reflect this change in presentation.
As a result, “Vehicles” of 0 million yen in “Property, plant and equipment” is included in “Other” in the non-consolidated balance sheet forthe previous fiscal year.
(Additional information)(Board Benefit Trust (BBT) performance-linked and share-based remuneration system)
The Company has adopted the Board Benefit Trust (BBT) performance-linked and share-based remuneration system. The purpose of
the system is to further clarify the linkage of remuneration for Directors (excluding Outside Directors) and executive officers, etc. who do
not concurrently serve as Directors (collectively, “Officers”) and the Company’s business performance and share value ensuring that not
only the benefit of the increase in share prices but also the risk of the decrease in share prices are shared between the Officers and theshareholders, thereby further motivating the Officers to contribute to the improvement in the business performance and corporate value
over the medium to long term.
The outline of this system is presented in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial
Statements, Notes to Consolidated Financial Statements (Additional information)” and thus omitted.
(Dissolution and liquidation of subsidiaries)
At the Company’s Board of Directors meeting held on February 17, 2023, the Company resolved to liquidate its subsidiaries, YAMATO
ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG) LIMITED.
Details are shown on “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes
to Consolidated Financial Statements (Additional information).”- 141 -

(Non-consolidated balance sheet)*Monetary receivables and payables to subsidiaries and associates are as follows.
(Millions of yen)
As of March 31, 2022

As of March 31, 2023

Short-term monetary receivables

4,378

15,465Long-term monetary receivables

23,32814,769

Short-term monetary payables

73,037

79,892

Contingent liabilities are as follows.
(Millions of yen)
As of March 31, 2022
Joint and several guarantee based on clearing
agreements with other transportation companies
Guarantee of obligation for debt financing

As of March 31, 2023
300

300

304

298

(Non-consolidated statement of income)*1. Volume of transactions with subsidiaries and associates is as follows:(Millions of yen)
Fiscal year ended
March 31, 2022

Fiscal year ended
March 31, 2023

Operating revenue

47,87347,197

Operating expenses

3,678

2,844

Non-operating transactions

2,217

3,078

*2. Major expense items and amounts included in selling, general and administrative expenses are as follows:
Since the Company is a pure holding company, all expenses are included in general and administrative expenses.
(Millions of yen)
Fiscal year ended
March 31, 2022
Personnel expenses

Fiscal year ended
March 31, 2023
1,293

1,096

[Provision for bonuses (included above)]

4

3[Provision for retirement benefits (included above)]

14

11[Provision for share awards for directors (and otherofficers) (included above)]－

162

Advertising expenses

1,054

187

Commission expenses

3,837

2,141

Computer expenses

1,947

1,674

Depreciation

773

580

- 142 -

(Securities)
The fair values of the stocks of subsidiaries and affiliates are not stated because they do not have market prices.
The carrying amounts of non-marketable equity securities of subsidiaries and affiliates are as follows.
(Millions of yen)Classification

As of March 31, 2022

Shares of subsidiaries
Shares of affiliates

As of March 31, 2023
292,989295,655

129

129(Tax effect accounting)
1. Detailed deferred tax assets and deferred tax liabilities
As of March 31, 2022

As of March 31, 2023

Deferred tax assets
Million

Provision for bonuses

1

Accrued enterprise tax

43

48

Provision for retirement benefits
Loss on valuation of investment securities

36
797

39
643

Shares of subsidiaries and associates
Other

59,894
1,593

61,649804

Subtotal
Allowance for devaluation

62,367(62,367)

63,186(51,972)－

11,213(2,313)(192)(2,294)(57)(2,506)(2,351)(2,506)

8,862

Total

yen

1

Millionyen

Deferred tax liabilities
Valuation difference on available-for-sale securities
Other
Total
Net deferred tax assets (liabilities)

2. Breakdown of the main items that caused differences between the effective statutory tax rate and the actual effective tax rate by applying
tax effect accounting

Statutory effective tax rate
(Adjustments)
Allowance for devaluation
Non-taxable dividend income
Non-deductible amount of donations
Other
Effective rate of income taxes after application of deferred tax
accounting

As of March 31, 2022

As of March 31, 2023

30.6%

30.6%

(21.3)(26.1)(23.7)
17.9(28.7)
1.9

0.0

0.3

3.5

(22.0)

3. Accounting for corporate income tax and local corporate tax or tax effect accounting related to these taxes
The Company has obtained approval for the application of the Japanese Group Relief System during the current fiscal year, andtherefore, starting from the next fiscal year, will transition from the independent taxation system to the Japanese Group Relief System.
Regarding the accounting treatment and disclosure related to tax effect accounting for corporate income tax and local corporate tax, theCompany has applied the “Practical Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (Practical Solution
No. 42, August 12, 2021) from the end of the current fiscal year.

- 143 -

(Business combinations)
The information on business combinations is presented in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1)Consolidated Financial Statements, Notes to Consolidated Financial Statements (Business combinations)” and thus omitted.
(Revenue recognition)
Information that forms the basis for understanding revenues from contracts with customers is presented in “V. Financial Information,
2. Non-consolidated Financial Statements, etc., (1) Non-consolidated Financial Statements, Notes to Non-consolidated Financial
Statements (Significant accounting policies), 4. Accounting method for revenues and costs” and thus omitted.
For all services, the consideration for transactions does not include significant financial elements or variable consideration, and theconsideration for transactions with subsidiaries is received primarily at the end of each quarter.
(Significant subsequent events)(Purchase and cancellation of treasury shares)
Information on purchase and cancellation of treasury shares is presented in “V. Financial Information, 1. Consolidated Financial
Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Significant subsequent
events)” and thus omitted.
(Issuance of bonds)
Information on the issuance of bonds is presented in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1)Consolidated Financial Statements, Notes to Consolidated Financial Statements (Significant subsequent events)” and thus omitted.
(iv) Annexed detailed schedules[Detailed schedule of property, plant and equipment, etc.](Millions of yen)Classification

Asset type

Buildings
Tools, furniture andBalance at
beginning of
periodIncrease

Depreciation/
Balance at end
amortization inof period
the fiscal year

Decrease

Accumulated
depreciation/amortization

1,156

395

0

271

1,280

504

571

16

0

205

381

670

Property,

fixturesplant andequipment:

Land

6,536

95

－

－

6,632

－

Construction in progress

476

5,050

431

－

5,095

－

Other

46

2

－

11

36

20

8,787

5,560

432

488

13,426

1,195

1,090

137

29

341

857

803

1

1

0

0

1

0

1,091

139

30

342

858

804

Total
Intangible
assetsSoftware
Other
Total

[Detailed schedule of allowance and provisions](Millions of yen)Account item

Balance at beginning of
periodIncrease

Decrease

Balance at end of period

Allowance for doubtful accounts

2,605

1,020

3,223

402

Allowance for investment loss

1,874

－

517

1,357

Provision for bonuses

4

3

4

3

Provision for share awards for
directors (and other officers)

－

162

－

162

- 144 -

(2) Details of Major Assets and Liabilities
This information has been omitted as the consolidated financial statements have been prepared.
(3) Other(i) Status after the closing date
Not applicable(ii) Significant lawsuits, etc.
Not applicable- 145 -

VI. Outline of Share-Related Administration of the Reporting Company
Fiscal year
Annual General Meeting of
Shareholders
Record date
Record dates for dividends of surplus
Share unit

From April 1 to March 31
June
March 31
September 30
March 31
100 shares

Sale of shares of less than one unit andincremental purchase of shares
Office for handling business(Special account)
1-3-3, Marunouchi, Chiyoda-ku, Tokyo
Head Office Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.

register(Special account)
1-3-3, Marunouchi, Chiyoda-ku, Tokyo
Mizuho Trust & Banking Co., Ltd.

Forwarding office–

Sale and incremental purchase fees

The amount equivalent to the commission for the consignment of the sale and purchase of
100 shares, divided proportionally by the number of shares sold or added to one unit

Administrator of shareholders’Method of public noticeElectronic public notice
If an announcement by an electronic public notice is not possible due to accidents or otherunavoidable reasons, it shall be done by publication in the Nihon Keizai Shimbun.
URL for public noticehttps://www.yamato-hd.co.jp

Special benefits for shareholders
Note:

None

Pursuant to the Company’s Articles of Incorporation, shareholders of the Company may not exercise any rights other than the rights listed
below with respect to shares of less than one unit held by them.
(1) Rights listed in each item of Article 189, paragraph (2) of the Companies Act(2) The right to make a request pursuant to the provisions of Article 166, paragraph (1) of the Companies Act(3) The right to receive an allotment of offered shares and offered stock acquisition rights in proportion to the number of shares held by theshareholder(4) The right to request the sale of shares of less than one unit

- 146 -

VII. Reference Information on the Reporting Company
1. Information about Parent of the Reporting Company
Not applicable

2. Other Reference Information
From the beginning of this fiscal year until the filing date of this Annual Securities Report, the Company has filed the following documents.
(1) Annual Securities Report and Attachments and Confirmation Letter
Fiscal year (the 157th term) (from April 1, 2021, to March 31, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on June 17, 2022
(2) Internal Control Report and Attachments
Filed with the Director-General of the Kanto Local Finance Bureau on June 17, 2022
(3) Quarterly Securities Reports and Confirmation LettersFirst quarter of the 158th term (from April 1, 2022, to June 30, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on August 10, 2022
Second quarter of the 158th term (from July 1, 2022, to September 30, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on November 9, 2022
Third quarter of the 158th term (from October 1, 2022, to December 31, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on February 8, 2023
(4) Extraordinary Reports
Filed with the Director-General of the Kanto Local Finance Bureau on June 27, 2022
This is an Extraordinary Report based on Article 19, paragraph (2), item (ix)-2 of the Cabinet Office Order on Disclosure of Corporate Affairs(5) Amended Shelf Registration Statements
Filed with the Director-General of the Kanto Local Finance Bureau on May 20, 2022
Filed with the Director-General of the Kanto Local Finance Bureau on June 27, 2022
Filed with the Director-General of the Kanto Local Finance Bureau on June 5, 2023
(6) Share Repurchase Reports
Reporting period (from May 1, 2023, to May 31, 2023)
Filed with the Director-General of the Kanto Local Finance Bureau on June 14, 2023

- 147 -

PART 2 INFORMATION ON GUARANTORS, ETC., FOR THE REPORTING COMPANY
Not applicable- 148 -

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORT
June 14, 2023
To the Board of Directors of
Yamato Holdings Co., Ltd.:

Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Engagement Partner,
Certified Public Accountant:
Koichi Yano
Designated Engagement Partner,
Certified Public Accountant:
Shinji Seki
Designated Engagement Partner,
Certified Public Accountant:
Yusuke Kumei
Audit of Financial Statements
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the consolidated
financial statements of Yamato Holdings Co., Ltd. and its consolidated subsidiaries (the "Group") included in the Financial Section,
namely, the consolidated balance sheet as of March 31, 2023, and the consolidated statement of income, consolidated statement ofcomprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the fiscal year from
April 1, 2022 to March 31, 2023, and a summary of significant accounting policies and other explanatory information, and theconsolidated supplementary schedules.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial
position of the Group as of March 31, 2023, and its consolidated financial performance and its consolidated cash flows for the year
then ended in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of ourreport. We are independent of the Group in accordance with the provisions of the Code of Professional Ethics in Japan, and we havefulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the consolidated financial
statements of the current period. The matter was addressed in the context of our audit of the consolidated financial statements as a

- 149 -

whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.
Valuation of Yamato Transport Co., Ltd.'s non-current assets
How the Key Audit Matter Was
Addressed in the Audit

Key Audit Matter Description

The Group provides delivery and other logistics services. As Our audit procedures related to Yamato Transport's impairment
described in “Significant accounting estimates” in the notes to assessment on its non-current assets included the following,among others:
the consolidated financial statements, as of March 31, 2023,
the Group's main assets subject to accounting standards
We obtained an understanding of Yamato Transport's overall
related to impairment of non-current assets are property, plantbusiness environment through inquiry of the departments inand equipment of ¥443,017 million and intangible assets ofcharge and inspection of the minutes of the Board of Directors'¥43,759 million. Among these balances, property, plant andmeetings, management meetings, business execution
equipment of ¥386,242 million, and intangible assets ofmeetings and other important approval documents. Our¥40,574 million are attributed to Yamato Transport Co., Ltd.
understanding included information on delivery unit prices,("Yamato Transport"), a consolidated subsidiary. As of Marchdelivery volume, external delivery resources, unit commission
31, 2023, there were indications that certain assets or asset
expenses, number of employees, the circumstances of laborgroups of Yamato Transport and other subsidiaries may be
management, and internal transfer of services between
impaired, and the Group recognized an impairment loss ofdivisions.
¥1,994 million.
We evaluated Yamato Transport's internal controls related to
Yamato Transport grouped its four businesses, Retail,the estimation of total undiscounted future cash flows for assets
Corporate, Global SCM, and EC, as the smallest cash flowor asset groups when there are impairment indications. Those
generating units, and assets associated with the Transportation
controls include methods used by management to check the
department and Headquarters were classified as common
reliability and appropriateness of the data relating to profit andassets.
loss information of assets or asset groups and significant
assumptions used, such as delivery unit prices and delivery
Yamato Transport estimates the total undiscounted future cash
volume, and the review and approval process of the accounting
flows for certain assets or asset groups with indications ofestimates by management at the appropriate levels.
impairment, such as continuous operating losses, andcompares the total undiscounted future cash flows per asset or
We tested the estimated undiscounted future cash flows for
asset group to their carrying amounts in order to determine
consistency by comparing the undiscounted future cash flows
whether any impairment loss should be recognized.
with the next fiscal year's budget and future management plan
approved by the Board of Directors. In addition, we evaluatedUndiscounted future cash flows are estimated based on thethe accuracy of the estimates prepared by management by
future management plan approved by the Board of Directors.
comparing the budgets and management plan from the
The future management plan includes significant assumptions,previous years with the corresponding actual results.
such as forecasted delivery unit prices and estimated futuretransaction volume. These estimated delivery unit prices andRegarding the delivery volume, which is the main variable factor
transaction volume involve uncertainty because they can be
included in the estimates based on the future management
affected by future changes in the market.
plan, we inquired with management regarding the correlation
between the expected level for delivery volume and the pickup
While delivery unit prices are a significant assumption, they are
and delivery capacity as well as the status of negotiations withbased on past agreements with customers, and are relatively
main customers regarding delivery volume. In addition, we
stable. However, delivery volume estimation involves a highcompared the estimated delivery volume with available external
degree of uncertainty because it is affected by the growth rate
data related to the total volume of domestic parcel deliveryof the e-commerce ("EC") market and the economic
market, including market share, and recent delivery volume
environment. Therefore, we have identified the estimatedpublished by peer companies. We also conducted a trend
delivery volume, a significant assumption used in estimating theanalysis on the degree of growth for the overall delivery market
undiscounted future cash flows that involve subjective
based on the historical results.
judgment from the management, as a key audit matter.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit & Supervisory Board are
responsible for overseeing the Directors' execution of duties relating to the design and operating effectiveness of the controls over theother information. The other information comprises the information included in the Annual Securities Report, but does not include theconsolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing- 150 -

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 Members and the Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally accepted inJapan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the Directors' execution ofduties relating to the design and operating effectiveness of the controls over the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In
addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor'sreport to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Group to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Groupto express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performanceof the group audit. We remain solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

- 151 -

From the matters communicated with Audit & Supervisory Board members and the Audit & Supervisory Board, we determine thosematters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Audit of Internal Control
OpinionPursuant to the second paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited management's
report on internal control over financial reporting of Yamato Holdings Co., Ltd. as of March 31, 2023.
In our opinion, management's report on internal control over financial reporting referred to above, which represents that the internal
control over financial reporting of Yamato Holdings Co., Ltd. as of March 31, 2023, is effectively maintained, presents fairly, in allmaterial respects, the results of the assessment of internal control over financial reporting in accordance with assessment standards
for internal control over financial reporting generally accepted in Japan.
Basis for Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial reporting generally
accepted in Japan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Internal
Control Audit section of our report. We are independent of the Group in accordance with the provisions of the Code of Professional
Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for Report on Internal
ControlManagement is responsible for designing and operating effective internal control over financial reporting and for the preparation andfair presentation of its report on internal control in accordance with assessment standards for internal control over financial reporting
generally accepted in Japan. Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing
and verifying the design and operating effectiveness of internal control over financial reporting. There is a possibility thatmisstatements may not be completely prevented or detected by internal control over financial reporting.
Auditor's Responsibilities for the Internal Control Audit
Our objectives are to obtain reasonable assurance about whether management's report on internal control over financial reporting is
free from material misstatement and to issue an auditor's report that includes our opinion.
As part of an audit in accordance with auditing standards for internal control over financial reporting generally accepted in Japan, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:• Perform audit procedures to obtain audit evidence regarding the results of the assessment of internal control over financial reportingin management’s report on internal control. The procedures selected depend on the auditor's judgment, including the significance ofeffects on reliability of financial reporting.
• Examine representations on the scope, procedures and results of the assessment of internal control over financial reporting madeby management, as well as evaluating the overall presentation of management's report on internal control.
• Obtain sufficient appropriate audit evidence regarding the results of the assessment of internal control over financial reporting. We
are responsible for the direction, supervision and performance of the internal control audit. We remain solely responsible for our audit
opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the internal control audit, result of the internal control audit, including any identified material weakness
which should be disclosed and the result of remediation.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan- 152 -

Our firm and its designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant
to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Financial Instruments and Exchange Act of Japanfor the conveniences of the reader.

- 153 -

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORT
June 14, 2023
To the Board of Directors of
Yamato Holdings Co., Ltd.:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Engagement Partner,
Certified Public Accountant:
Koichi Yano
Designated Engagement Partner,
Certified Public Accountant:
Shinji Seki
Designated Engagement Partner,
Certified Public Accountant:
Yusuke Kumei
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the nonconsolidated
financial statements of Yamato Holdings Co., Ltd. (the "Company") included in the Financial Section, namely, the nonconsolidatedbalance sheet as of March 31, 2023, and the nonconsolidated statement of income and nonconsolidated statement of changes inequity for the 158th fiscal year from April 1, 2022 to March 31, 2023, and a summary of significant accounting policies and otherexplanatory information, and the supplementary schedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of
the Company as of March 31, 2023, and its financial performance and for the year then ended in accordance with accounting
principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements section of
our report. We are independent of the Company in accordance with the provisions of the Code of Professional Ethics in Japan, andwe have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the nonconsolidated financial
statements of the current period. The matter was addressed in the context of our audit of the nonconsolidated financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.
Valuation of shares of subsidiaries and associates
How the Key Audit Matter Was
Addressed in the Audit

Key Audit Matter Description- 154 -

The Company, as a holding company of the group that Our audit procedures related to examining the Company's
provides delivery and other logistics services, owns shares of valuation of shares of subsidiaries and associates included thesubsidiaries and associates within the group. As described in following, among others:“Significant accounting estimates” in the notes to the nonconsolidated financial statements, the Company’s total assets We evaluated the Company's internal controls over theof 425,145 million yen as of March 31, 2023 included shares valuation of shares of subsidiaries and associates, includingof subsidiaries and associates in the amount of 295,784 million the reconciliation of the financial position of each of theyen, which had no market value. The Company recorded an subsidiaries and associates used in the valuation with theallowance for investment loss of 1,357 million yen on those latest financial information available, and the review andshares, some of which had a net realizable value lower than approval by management at the appropriate level to ensurecarrying value during this fiscal year.
that the valuation of shares of subsidiaries and associates
whose net realizable value has significantly declined due to
The Company records its shares of subsidiaries and deterioration in the financial position is conducted completely
associates at the acquisition cost on its balance sheet. If the and timely.
net realizable value has declined by 30% or more compared tothe carrying value at the end of the fiscal year and there is not Regarding shares of subsidiaries and associates whose net
sufficient evidence to support the possibility that the net realizable value declined in comparison to the carrying value,
realizable value will recover, the carrying value is written down we assessed the consistency of the business plan thatto the net realizable value and the difference is recorded as a supports the net realizable value with the next fiscal year’s
loss for the current fiscal year. If the decline in the net budget approved by the Board of Directors as well as the future
realizable value is less than 30% of the carrying value, but the management plan. In addition, we assessed the estimates inrecovery in the net realizable value deems to take a long period the future plan for management bias by comparing the budgetsof time, the Company records an allowance for investment loss and management plans in the previous fiscal years with theto prepare for any investment loss taking into consideration the actual results.
financial position of the subsidiaries and associates and therecoverability of the carrying value of investments.
We tested the feasibility and rationality of initiatives toexpand the business and manage costs, which were the
The recoverability of the net realizable value is evaluated main variables in the estimates of the future management
based on the future management plan approved by the Board plan by making inquiries of management and performing aof Directors, and whether the underlying business plan is trend analysis using historical results.
feasible and rational and whether the net realizable value is
expected to recover within around five years.
There is a high degree of uncertainty and subjective
judgments made by management involved in significant
assumptions used for estimating the recoverability as they
are affected by the progress of initiatives to expand its
business and manage costs in the future management plan.
Therefore, we identified this as a key audit matter.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit & Supervisory Board are
responsible for overseeing the Directors' execution of duties relating to the design and operating effectiveness of the controls over theother information. The other information comprises the information included in the Annual Securities Report, but does not include thenonconsolidated financial statements and our auditor’s report thereon.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the nonconsolidated financial statements or our- 155 -

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 Members and the Audit & Supervisory Board for the
Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable
the preparation of nonconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the nonconsolidated financial statements, management is responsible for assessing the Company's ability to continue asa going concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally
accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the Directors' execution ofduties relating to the design and operating effectiveness of the controls over the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In
addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance withaccounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated
financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with Audit & Supervisory Board members and the Audit & Supervisory Board, we determine thosematters that were of most significance in the audit of the nonconsolidated financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the- 156 -

adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is required to be disclosed pursuant
to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Financial Instruments and Exchange Act of Japanfor the conveniences of the reader.

- 157 -

[Cover][Document title]

Written Confirmations[Clause of stipulation]

Article 24-4-2, paragraph (1) of the Financial Instruments and Exchange Act[Place of filing]

Director-General of the Kanto Local Finance Bureau[Filing date]June 16, 2023

[Company name]

ヤマトホールディングス株式会社 (Yamato Holdings Kabushiki Kaisha)[Company name in English]

YAMATO HOLDINGS CO., LTD.

[Title and name of representative]

Yutaka Nagao, President[Title and name of Chief Financial Officer (CFO)]

Toshizo Kurisu, Vice President, Responsible for Finance[Address of registered headquarters]

16-10, Ginza 2-chome, Chuo-ku, Tokyo[Place for public inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi-Kabutocho, Chuo-ku, Tokyo)- 158 -

1. Matters related to appropriateness of statements contained in the Annual Securities Report
Yutaka Nagao, President of the Company, and Toshizo Kurisu, Chief Financial Officer confirmed that statements contained in the Company’s
Annual Securities Report for the 158th term (from April 1, 2022, to March 31, 2023) were appropriate under the Financial Instruments andExchange Act and related laws and regulations.

2. Special notes
There are no significant matters to report.

- 159 -

[Cover][Document title]

Internal Control Report[Clause of stipulation]

Article 24-4-4, paragraph (1) of the Financial Instruments and Exchange Act[Place of filing]

Director-General of the Kanto Local Finance Bureau[Filing date]June 16, 2023

[Company name]

ヤマトホールディングス株式会社 (Yamato Holdings Kabushiki Kaisha)[Company name in English]

YAMATO HOLDINGS CO., LTD.

[Title and name of representative]

Yutaka Nagao, President[Title and name of Chief Financial Officer (CFO)]

Toshizo Kurisu, Vice President, Responsible for Finance[Address of registered headquarters]

16-10, Ginza 2-chome, Chuo-ku, Tokyo[Place for public inspection]

Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi-Kabutocho, Chuo-ku, Tokyo)- 160 -

1. Matters related to the basic framework for internal control over financial reporting
Yutaka Nagao, President, and Toshizo Kurisu, Chief Financial Officer, are responsible for the design, implementation and maintenance of internal
control over financial reporting of Yamato Holdings Co., Ltd. (the “Company”) and have designed, implemented and maintained internal control
over financial reporting in accordance with the basic framework for internal control set forth in the “On the Setting of the Standards and PracticeStandards for Management Assessment and Audit Concerning Internal Control Over Financial Reporting (Council Opinions)” published by theBusiness Accounting Council.
Internal control is designed to achieve its objectives to a reasonable extent when each basic element of internal control is organically linked andfunctions in an integrated manner. Therefore, there is a possibility that misstatements in financial reporting may not be completely prevented or
detected by internal control over financial reporting.

2. Matters related to scope of assessment, record date, and assessment procedures
The assessment of internal control over financial reporting was conducted with the record date of March 31, 2023, which is the end of the current
fiscal year, in accordance with assessment standards for internal control over financial reporting generally accepted in Japan.
In making this assessment, we assessed internal controls that may have a material impact on the entire financial reporting on a consolidated
basis (company-wide internal controls), and then, based on the results, we selected business processes to be assessed. In assessing thebusiness process, after analyzing the selected business process, we assessed the effectiveness of internal control by identifying key control
points that have a significant impact on the reliability of financial reporting and by assessing the design and operation of such key control points.
The scope of the assessment of internal control over financial reporting was determined for the Company, its consolidated subsidiaries and equitymethod affiliates based on the materiality of the effects on the reliability of financial reporting. The materiality of the effects on the reliability offinancial reporting was determined by considering the significance of the monetary and qualitative effects. Based on the results of the assessmentof company-wide internal control conducted for the Company and its 14 consolidated subsidiaries, the scope of the assessment of internal control
over business processes was reasonably determined. Consolidated subsidiaries and equity-method affiliates that were deemed to be insignificant
in terms of monetary and qualitative importance were not included in the scope of the assessment of company-wide internal control.
With respect to the scope of the assessment of internal control over business processes, business locations with approximately 2/3 of operating
revenues in the previous fiscal year were designated as “important business locations.” For the selected important business locations, thebusiness processes leading to operating revenue, subcontracting expenses and personnel expenses among operating costs, trade accounts
receivable among notes and accounts receivable - trade and contract assets, trade accounts payable among notes and accounts payable - trade,
and accrued expenses among other current liabilities as accounts that are significantly related to corporate business objectives were subject toassessment. In addition, regardless of the selected important business locations, we have added, as material business processes to be assessed,
to the scope of assessment, which includes other business locations as well, the business processes related to significant accounts that have ahigh possibility of material misstatements and involve estimates and forecasts, and business processes related to businesses or operations thatengage in high-risk transactions, taking into account their impact on financial reporting.

3. Matters related to the results of assessment
Based on the results of the above assessment, we concluded that the Company’s internal control over financial reporting as of the end of the
fiscal year under review, was effective.

4. Supplementary information
Not applicable

5. Special notes
Not applicable- 161 -