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

Business year
(157th Fiscal Year)

From: April 1, 2021
To: March 31, 2022

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.........................................................................................................................................
I.
Overview of the Company ..........................................................................................................................................................
1. Changes in Principal Management Indicators, etc.
2. History
3. Description of Business
4. Status of Subsidiaries and Associates
5. Status of Employees
II.
Business Overview.....................................................................................................................................................................
1. Management Policy, Management Environment and Tasks to be Addressed
2. Business and Other Risks
3. Management’s Analysis of Financial Conditions, Business Results and Cash Flows
4. Significant Management Contracts
5. Research and Development Activities
III.
Property, Plant and Equipment ..................................................................................................................................................
1. Overview of Capital Investments
2. Overview of Major Facilities
3. Planned Capital Investments and Disposals of Property
IV.
Status of the Reporting Company ..............................................................................................................................................
1. Status of Shares, etc.
(1) Total Number of Shares, etc.
(2) Status of Stock Acquisition Rights, etc.
(3) Status of Exercise of Moving Strike Convertible Bonds, etc.
(4) Changes in the Total Number of Issued Shares and Capital, etc.
(5) Composition of Shareholders(6) Status of Major Shareholders(7) Status of Voting Rights(8) Details of Stock Ownership System for Officers and Employees
2. Status of Acquisition of Treasury Shares, etc.
3. Dividend Policy
4. Status of Corporate Governance, etc.
(1) Overview of Corporate Governance(2) Status of Officers(3) Information about Audits(4) Remuneration for Directors (and other officers)(5) Status of Shareholdings
V.
Financial Information ..................................................................................................................................................................
1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements(2) Other
2. Non-consolidated Financial Statements, etc.
(1) Non-consolidated Financial Statements(2) Details of Major Assets and Liabilities(3) OtherVI.
Outline of Share-Related Administration of the Reporting Company ........................................................................................
VII.
Reference Information on the Reporting Company ...................................................................................................................
1. Information about Parent of the Reporting Company
2. Other Reference Information

1
1
1
3
5
7
12
13
13
17
21
31
31
32
32
32
36
37
37
37
37
37
37
38
38
40
41
42
43
43
43
49
61
65
69
73
74
74
126
127
127
141
141
142
143
143
143

PART 2 INFORMATION ON GUARANTORS, ETC., FOR THE REPORTING COMPANY ....................................................................
INDEPENDENT AUDITOR’S AUDIT REPORT AND INTERNAL CONTROL AUDIT REPORT

144

[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 17, 2022

[Fiscal year]

157th Fiscal Year (From April 1, 2021 to March 31, 2022)[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

153rd

154th

155th

156th

157th

Closing Month and Year

March 2018

March 2019

March 2020

March 2021

March 2022

Operating revenue(Millions of yen)

1,538,813

1,625,315

1,630,146

1,695,867

1,793,618

Ordinary profit(Millions of yen)

36,08554,25940,62594,01984,330

Profit attributable to owners ofparent(Millions of yen)

18,231

25,682

22,32456,70055,956Comprehensive income(Millions of yen)

22,772

26,987

17,28573,29247,276

Net assets(Millions of yen)

557,586

573,388562,835

584,287

598,233

Total assets(Millions of yen)

1,114,870

1,123,659

1,100,739

1,089,991

1,086,854

Net assets per share(Yen)

1,395.74

1,435.15

1,441.20

1,553.45

1,611.34

Basic earnings per share

(Yen)

46.24

65.14

56.78

151.55151.03

Diluted earnings per share

(Yen)

–

–

–

–

–

Equity-to-asset ratio

(%)

49.4

50.4

50.4

52.9

54.3

Return on equity

(%)

3.3

4.6

4.0

10.0

9.6

Price earnings ratio(Times)

57.7

43.9

29.9

20.0

15.2

Cash flows from operating activities(Millions of yen)

51,728118,093

74,433

123,92152,016

Cash flows from investing activities(Millions of yen)

(41,174)(54,872)(49,943)

44,078(58,943)

Cash flows from financing activities(Millions of yen)

(36,930)(70,947)(22,368)(123,247)(54,456)(Millions of yen)

202,863

194,650

196,662

241,284

180,603

213,096

225,125

224,945

223,191

216,873

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

1.
2.

3.
4.

(Number ofpeople)Diluted earnings per share is not presented since no potential shares exist.
In calculating net assets per share for the 156th Fiscal Year and the 157th Fiscal Year, 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, the calculation of basic earnings per share includes the treasury shares deducted from the calculation of average number ofshares 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 Fiscal
Year 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 Fiscal Year are those after applying such change.

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

153rd

154th

155th

156th

157th

Closing Month and Year

March 2018

March 2019

March 2020

March 2021

March 2022

Operating revenue(Millions of yen)

27,38429,44549,86444,86448,010Ordinary profit(Millions of yen)

18,266

20,34236,551

22,686

43,205

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

15,203(5,316)

16,16912,622

47,168

Share capital(Millions of yen)

127,234

127,234

127,234

127,234

127,234

411,339

411,339

411,339

388,575

388,575

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

358,413

341,497

327,007294,863

310,596

Total assets(Millions of yen)

538,017536,657

524,956

489,922403,163(Yen)

909.04866.14848.90794.73847.49

27.00

28.00

41.00

46.00

46.00

[13.00][14.00][15.00][16.00][23.00]Net assets per share
Dividend per share[Interim dividend per share (included(Yen)above)]
Basic earnings per share or
net loss per share (-)

(Yen)

38.56

(13.49)

41.13

33.74

127.32

Diluted earnings per share

(Yen)

–

–

–

–

–

Equity-to-asset ratio

(%)

66.6

63.6

62.3

60.2

77.0

Return on equity

(%)

4.3

(1.5)

4.8

4.1

15.6

Price earnings ratio(Times)69.2(211.9)

41.3

90.0

18.0

(%)

70.0

(207.6)

99.7

136.3

36.1

206

244

284

389

25

(%)

115.6

124.9

76.9

136.2

106.4

(%)

[115.9][110.0][99.6][141.5][144.3]Highest share price(Yen)

2,918.0

3,559.0

2,940.0

3,160.0

3,395.0

Lowest share price(Yen)

2,081.0

2,654.0

1,289.0

1,641.0

2,130.0

Payout ratio
Number of employees
Total shareholder return[Benchmark index: TOPIX including
dividends]

Notes:

1.
2.
3.

4.
5.
6.

7.

(Number ofpeople)Diluted earnings per share are not presented for the 153rd, 155th, 156th and 157th Fiscal Years 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 157th Fiscal Years, 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,
the calculation of basic earnings per share includes the treasury shares deducted from the calculation of average number of shares
during the period.
The dividends 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 Fiscal
Year are those after applying the accounting standard and relevant ASBJ regulations.
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 Fiscal
Year are those after applying such change.
Highest share price and lowest share price are those recorded on the Tokyo Stock Exchange (1st Section).

-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. established as a procedure to increase capital in February 1929, which merged with Yamato Unyu Co., Ltd.
and changed its name to Yamato Transport Co., Ltd. with a share capital of 250,000 yen.
Nov. 1919
Apr. 1929
May 1949
Mar. 1950
Jan. 1951
Jan. 1952
Oct. 1957
Jun. 1958
Aug. 1958
Feb. 1960
Apr. 1966
Jan. 1973
Jan. 1976
Mar. 1977
Mar. 1980
Sep. 1981
Oct. 1982
Jul. 1985
Sep. 1985
Jul. 1986
Oct. 1986
Jul. 1988
Dec. 1996
Mar. 1997
Nov. 1997
Apr. 2003

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

Apr. 2008
Aug. 2008
Aug. 2013
Sep. 2013
Oct. 2013
Mar. 2015
Apr. 2015
Jan. 2016

Founded in Kyobashi-ku, Tokyo with a share capital of 100,000 yen and four vehicles.
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.
Commenced forwarding business.
Signed a contract with Civil Air Transport (CAT) and started air freight agency operations.
Commenced sea cargo handling operations.
Established Yamato Shoji Co., Ltd. (currently: Yamato Autoworks Co., Ltd.)
Commenced the packing and shipping of artworks.
Entered into agency agreement with Japan Airlines Co., Ltd. and commenced handling cargo for domestic air routes.
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.).
Established Yamato Transport U.S.A., Inc.
The Company’s shares moved to the 1st Section of the Tokyo Stock Exchange.
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.)
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. succeeded 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.
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.
Completed construction of the integrated logistics terminal Haneda Chronogate.
Established YAMATO RHQ DEVELOPMENT PTE.LTD (currently: YAMATO ASIA PTE LTD.).
Abolished “Kuroneko Mail” service.
Commenced TA-Q-BIN Compact, Nekopos and the new post service Kuroneko DM-Bin.
Executed business and capital alliance with major Malaysian delivery company GD EXPRESS CARRIER BHD. (currently:
GDEX BHD).

-3-

Jul. 2016
Aug. 2016
Sep. 2016
Nov. 2017
Apr. 2020
Jun. 2020
Apr. 2021
Sep. 2021
Jan. 2022
Apr. 2022

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 is based in Malaysia and operates cross-border landtransportation, and its business in Vietnam.
Completed construction of the integrated logistics terminal Chubu Gateway.
Commenced operations of the integrated logistics terminal Kansai Gateway.
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.
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.
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), 45 subsidiaries and 26 affiliates and operates in two
types of business segments, 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 has changed the classification of reportable segments from the fiscal year ended March 31, 2022. Details are shown on “V.
Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial
Statements (Segment information, etc.).”The Company is categorized as a specified listed company pursuant to Article 49, paragraph (2) of the Cabinet Office Ordinance on Regulations
on Transactions of Securities. 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

Retail Business
Unit

Description of business
Engages in providing high-quality, small-lot
transportation services, including TA-Q-BIN tocustomers across Japan.

Transportation services for large corporations,planning and operation of logistics centers, customs
services,
air cargo 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

*1
*2

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

Home delivery business for individuals and small andmedium-sized corporate customers
Engages in providing improvement and efficiency to thelogistics operations, planning supply chain
management strategies, and providing the bestsolutions for the sustainable e-commerce system.

Corporate Business
Unit

Main companies

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

Yamato Transport Co., Ltd.,
Okinawa Yamato Transport Co., Ltd., Yamato Dialog & Media Co., Ltd.,
Yamato Multi Charter Co., Ltd., Kobe Yamato Transport Co., Ltd., Konan Industry 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.,
35 other companies
Yamato Transport Co., Ltd.,YAMATO BOX CHARTER CO., LTD., Yamato System Development Co., Ltd.,
Yamato Web Solutions Co., Ltd.*1, Yamato Credit & Finance 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 Staff Supply Co., Ltd., Box Charter Co., Ltd.,
Express Network Co., Ltd., YMT-GB Investment Limited Partnership,
Yamato Lease Co., Ltd.,
Yamato Home Convenience Co., Ltd.*2,
2 other companies

Ceased to exist on April 1, 2022 as a result of an absorption-type merger in which Yamato System Development Co., Ltd. is the surviving
company.
Yamato Home Convenience Co., Ltd. changed from being a subsidiary to an affiliated company due to the transfer of a portion of its shares
held by the Company on January 17, 2022.

-5-

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

Business collaboration, mutualtransport, planning and proposals, etc.
(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-five other companies

Includes 18 affiliates accounted for using equity
methodBusiness collaboration, mutualtransport, planning and proposals,
etc.
(Domestic)
YAMATO BOX CHARTER CO., LTD
Yamato System Development Co., Ltd.
Yamato Web Solutions Co., Ltd.
Yamato Credit & Finance Co., Ltd.

Other

(Domestic)
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 Staff Supply Co., Ltd.
Box Charter Co., Ltd.
Express Network Co., Ltd.
YMT-GB Investment Limited Partnership
Yamato Lease Co., Ltd.*
Yamato Home Convenience Co., Ltd.*
Two other companies

The company that submits consolidated financial statements
No marking

Consolidated subsidiary

Underlined

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

Yamato Holdings Co., Ltd.

Corporate
Business Unit

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

Yamato Multi Charter Co., Ltd.

Kobe Yamato Transport Co.,Ltd.

Konan Industry Co., Ltd.

Tokyo
Chuo-kuTokyo
Toshima-ku

Okinawa
Prefecture
Itoman CityTokyo
Chuo-ku

Kyoto City
Fushimi-ku

Kobe City
Chuo-ku

Hamamatsu City
Minami-ku

50,000

20

50

100

96

20

20

Retail Business Unit
Corporate Business Unit

100

Retail Business Unit

100

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

Corporate Business Unit

-7-

100

51

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

2 Company officers

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

None
None
None
None
None

336 million yen in loans forfunding.
None
None
None
None

None
None
None
None
None

None
None
None
None
None

None
None
None
None
None

None
None
None
None

Name

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.

YAMATO CHINA CO., LTD.

YAMATO INVESTMENT(HONG KONG) LIMITED*1

Location

California
U.S.A.

Schiphol-Rijk
The Netherlands

Singapore

Singapore

Selangor
Malaysia

Shanghai
China

Hong Kong

Share capital(Millions of yen)

Millions of US$
4

Millions of euro
8

Millions of S$
352

Millions of S$
34

Millions of MYR
71Millions of RMB
50

Millions of HK$
970

Description of businessCorporate Business Unit

Corporate 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)

60
(60)

100

100

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

None

None
None
None
None
None

None
None
None
None
1 Company officer

271 million yen in loans forfunding.
None
None
None
None

1,855 million yen in loans forfunding.
None
None
None
None

1,585 million yen in loans forfunding.
None
None
None
1 Company officer

None
None
None
None
None

None
None
None
None

Name

YAMATO INTERNATIONALLOGISTICS CO., LTD.

Yamato Logistics (HK) Ltd.

TAIWAN YAMATO
INTERNATIONAL LOGISTICS
INC.

YAMATO BOX CHARTER
CO., LTD.

Yamato System Development
Co., Ltd.

Yamato Web Solutions Co.,Ltd.

Yamato Credit & Finance Co.,Ltd.

Location

Shanghai
China

Hong Kong

TaipeiTaiwanTokyo
Chuo-kuTokyo
Koto-kuTokyo
Chuo-kuTokyo
Toshima-ku

Share capital(Millions of yen)

Millions of RMB
120Millions of HK$
760

Millions of NT$
21

400

1,800

Description of businessCorporate Business Unit

Corporate Business Unit

Corporate Business Unit

Other

Ratio ofvoting rights
held
(%)

100
(100)

100
(100)

100
(100)

100

Other

100

Relationship
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

30

500

100
(100)

Other

Other

70

-9-

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

1 Company officer

None
None
None
None
1 Company officer

None
None
None
None
1 Company officer

None
None
None
None
None

None
None
None
None
1 Company officer

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

None
None
None
None
None

21,140 million yen in loans forfunding.
None
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 Staff Supply Co., Ltd.

Box Charter Co., Ltd.

LocationTokyo
Chuo-ku

Iwate Prefecture
Kitakami City

Niigata City
Nishi-ku

KagawaPrefecture
Nakatado-gun

Okinawa
Prefecture
Itoman CityTokyo
Chuo-kuTokyo
Chiyoda-ku

Share capital(Millions of yen)

30

1

30

1

30

150

230

Description of business

Other

Ratio ofvoting rights
held
(%)

100

95
(95)

Other

95
(95)

Other

100
(100)

Other

100
(100)

Other

Other

100

Other

57

- 10 -

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

1 Company officer

None
None
None
None
None

None
None
None
None
None

None
None
None
None
None

None
None
None
None
None

None
None
None
None
None

116 million yen in loans forfunding.
None
None
None
None

None
None
None
None

Name

Express Network Co., Ltd.

YMT-GB INVESTMENT
LIMITED PARTNERSHIP

Location

Tokyo
Minato-ku

TokyoShibuya-ku

Share capital(Millions of yen)

112

1,500

Description of business

Other

Ratio ofvoting rights
held
(%)

67

Other

99.5

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

None

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

None

None
None
None
None
None

None
None
None
None

(an equity method affiliate)

Packcity Japan Co., Ltd.

Tokyo
Chiyoda-ku

Selangor
Malaysia

GDEX BHD.

Yamato Lease Co., Ltd.

Yamato Home Convenience
Co., Ltd.

Tokyo
Toshima-ku

Tokyo
Chuo-ku

1,500

Millions of MYR
337

30

100

49
(49)

Other

23.1
(23.1)

Other

Other

40

Other

49

None
None
None
None
None

None
None
None
None
1 Company officer

None
None
None
None
1 Company officer

None
None
None
None

18 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 more than 90% of the operating revenue (including inter-segment
sales and transfers) of that Company is accounted for in the segment information under the Retail Business Unit and Corporate Business
Unit, 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.

- 11 -

5. Status of Employees(1)Consolidated companies
As of March 31, 2022
Business segment

Number of employees (Number of people)

Retail Business Unit

176,881

Corporate Business Unit

19,817

Other

20,150

Corporate

25

Total
1.
2.

216,873

Employees in the Retail Business Unit include employees in Yamato Transport Co., Ltd. headquarters.
Number in Corporate indicates the number of employees in Yamato Holdings Co., Ltd. (the Reporting Company).

(2) Status of the Reporting Company
As of March 31, 2022
Number of employees (Number ofpeople)25
Notes:(3)

1.
2.

Average age (years old)

Average length of service (years)
53.4

30.2

Average annual salary (Yen)
10,189,331

Average annual salary (including tax) includes non-standard allowances and bonuses.
Number of employees has decreased by 364 since March 31, 2021. This is mainly attributed to the transfer of practitioners to
subsidiaries as a result of the Group’s reorganization.

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.

- 12 -

II. Business Overview
1. Management Policy, Management Environment and Tasks to be Addressed
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
During the fiscal year ended March 31, 2022, there were signs of improvement in the economic sentiment due to the gradual resumption of
economic activity following the full lifting of the novel coronavirus disease (COVID-19) state of emergency declarations. However, the outlook
for full scale economic recovery remains unclear, due to global supply chain disruptions, the weakening of the yen, high crude oil prices, aswell as the instability in international affairs leading to the rise in natural resource prices.
Meanwhile, COVID-19 has accelerated growth in the e-commerce domain across all industries amid a scenario of changes in consumer
behavior and lifestyles brought about by developments such as companies promoting telework arrangements and a shift to online services in
the fields of medicine and education.
Under such circumstances, the Yamato Group embarked on a new Group management structure centered on the “New Yamato Transport,”
which combines management resources of our respective Group companies, with the aim of sustainably increasing its corporate value throughcontribution to the creation of an enriched society as stated under its Management Philosophy.
In addition, we took steps to furthermore provide comprehensive value by meeting the needs of our customers and society by transforming
supply chains in response to changing lifestyles and changing distribution structure, based on the medium-term management plan, “OneYamato 2023,” with the fiscal year ending March 31, 2024 set as its final fiscal year.
We have not changed our plans for the fiscal year ending March 31, 2024, the final fiscal year of the medium-term management plan with atarget of consolidated operating revenue of 2 trillion yen, and targets for consolidated profit of 120.0 billion yen (consolidated operating profit
margin of 6.0%) and ROE of 10.0%.
(i) Nine main initiatives
i. Optimal allocation of management resources based on data analysis
Through development of the database and the advancement of algorithm development, we are improving the accuracy of the demand andworkload forecast for each region and promoting the optimal allocation of Group management resources to respond to the changing anddiversifying needs of customers, both individual and corporate.
In addition to optimizing and standardizing the transportation process, including trunk-route transportation, we will improve the productivityof the entire network by increasing the time employees spend with customers on the front line and expanding pickup and delivery capabilities.
We will accomplish this by appropriately allocating personnel and vehicles at each base, as well as through operation work reform,
automation, and digitalization.
Specifically, we expanded the development of digital data and the data acquisition methods utilizing cutting-edge technologies for further
upgrades and refinement and also promoted the establishment of a digital platform to consolidate data-driven management.
Furthermore, we have integrated management resources and strengthened human resources through reorganization, designed thefunctions required for a strategic shift in systems and implemented various action plans to increase the medium-term rate of insourcing.
ii. Reinforcement of group infrastructure
We are engaged in increasing the speed of building an e-commerce logistics network, and are gradually improving the effectiveness of
pickup and delivery services in the last mile domain.
In the future, under a framework of one-stop control of operations, we will work to optimize costs through the optimization of resources,
consolidation of offices and increase in scale, etc.
In addition, utilize local networks that can cope with high-frequency, small to middle-lot deliveries and develop Yamato’s original TMS(Transport Management System), and expand transportation functions that cater to the diverse needs of each region Furthermore, work on- 13 -

initiatives to support partners such as by improving the functions of pickup and delivery tools for the EAZY network, which caters to diverse
customer needs related to EC.
In addition, we will standardize, digitize and consolidate management and indirect operations to create solid time for employees to spend
with customers on the front line.
Together with maximizing capacity, building company-wide optimal operations, and promoting measures that combine the facility strategies,
we are promoting the establishment and standardization of operational design in warehouse operations and supporting the upstream
processes for customer supply chains.
iii. Transformation into a partner that supports the entire supply chain[1] Reinforce value offered to the entire supply chain from upstream to downstream operations
We aim to be a business partner that supports the entire supply chain from suppliers and manufacturers to stores and consumers byseamlessly linking nationwide commercial warehouses, bases, trunk-routes, middle mile, last mile and new regional transportation functions
and by making digital information visible.
We contribute to the maximization of corporate client sales, streamlining the supply chain and improving cash flows by reducing the sales
opportunity losses at stores due to shortages and suppressing uneven inventory levels, etc. through measures including batch transport ofmerchandise to locations close to consumption areas and the speedy delivery of products to stores using small to middle-lot deliveries
according to the regional demand.
In the cross-border, we are digitizing and making all information in the global supply chain visible such as order information, shipment andETA information, and customs information including for exporting and importing e-commerce, with a smooth focus on the domestic andoverseas network, while providing sophisticated solutions including the minimization of inventory and optimization of lead times through theutilization of the fulfillment function.
[2] Integrated management of the Corporate Business Unit for facing customers
In addition to data analysis and the identification of issues from information consolidation, we are strengthening the corporate sales accountmanagement framework and building a framework that supports the proposal activities of frontline sales representatives to always realize
the best proposal for corporate customers, so that the speedy collection and consolidation of customers’ needs from the frontline leads tohigh quality proposals.
iv. Creation of the “EC Ecosystem”
We are reinforcing initiatives aimed at establishing an EC ecosystem in which EC operators, customers, and delivery persons can enjoy thebenefits of the accelerated progress of EC adoption in all industries.
In addition to offering business operators with value in the upstream of the supply chain that minimizes inventory and administrative costs,
we are enhancing the support frameworks including support for a shift to e-commerce by physical stores.
We are strengthening support for the delivery persons in better efficiency of the “Delivery System” including the further expansion of the
EAZY network and enhancements of delivery tools utilizing digital.
For the consumers who are the buyers, we are proposing new customer experiences utilizing digital including real-time tracking of EASY
and expansion of stores that accept smartphones.
We are also creating a new “Delivery System” and strengthening engagement with customers through the consideration of arrangements
to link our customers, including more than 50 million Members of Kuroneko Members Service with producers, stores and more than 1.3
million companies that are members of the Yamato Business Members Service.
v. Improvement of capital efficiency
We will place more emphasis on capital efficiency when managing our operations with a two-pronged approach through a capital strategy
and a financial strategy, to advance both business growth and cost structure reform. Meanwhile, we will enhance shareholder value througha timely and appropriate capital policy underpinned by a basic policy of stable dividends (with an awareness of the ratio of dividends toshareholders’ equity), with due consideration placed on growth (operating revenue), profitability (operating profit margin), financial
soundness (cash generation, balance of cash and deposits, equity ratio levels), progress of investments, capital efficiency and other factors.
To be specific, we are aiming for ROE of at least 10% (the fiscal year ending March 31, 2024), payout ratio of at least 30%, and a total return
ratio of at least 50% (cumulative from the fiscal year ended March 31, 2021 to the fiscal year ending March 31, 2024).
vi. HR strategies that support the “Innovating Delivery Business”
We are further enhancing the personnel system to a system through which we assess every frontline employee based on clear job
descriptions and a system that develops specialist human resources to lead the Group enabling them to perform at a high level.
We are also rapidly promoting the development of digitally literate employees by enhancing our digital education programs, and raising thedigital literacy of all employees including senior management.

- 14 -

vii. Reform of management structure and reinforcement of governanceYamato Transport and seven group companies merged on April 1, 2021, and also merged with the Group company Yamato Management
Services Co., Ltd. in September 2021. While the pure holding company is ongoing, we will start to build governance with an emphasis on
decision-making speed with Yamato Transport serving as the core company following the merger. In the future, we will further evolve the
One Yamato framework that mobilizes the Group companies’ diverse management resources by further promoting management in local
areas.
viii. Promotion of data and innovation strategies
In addition to the renewal of our core systems, we are strengthening the development of our digital data and reinforcing our digital platform
in order to further advance the use of data. We are supporting the digital aspects of our nine main initiatives through expansion of the
Yamato Digital Platform (YDP), which focuses on data acquisition mechanisms that utilize cutting-edge cloud technology.
Furthermore, starting with the KURONEKO Innovation Fund, which was established in April 2020, we are promoting the reinforcement ofopen innovation through activities such as discovering and collaborating with start-up companies and investing in start-ups to create new
business.
ix. Strengthening of sustainable management
In addition to the “Sustainable Medium-Term Plans 2023,” we have set a new target for 2030 to reduce our greenhouse gas emissions by
48%, while formulating the Yamato Group Human Rights Policy and Environmental Policy, etc. as ESG related policies to implement
management embodying the environment and society to realize the vision in the “YAMATO NEXT 100” and to solve social issues that require
special attention. In the future, we will be engaged in initiatives such as developing and installing EV and facilities and advance towards thisachievement.
We aim for sustainable development of society and business by implementing these measures in our business activities.
(3)

Business and financial issues that require priority action
The Yamato Group is operating in a business environment that is undergoing substantial transformation particularly in terms of diversifying
customer needs, declining regional populations, a shrinking labor population, and climate change. Meanwhile, COVID-19 has furthermore
accelerated growth in the e-commerce domain across all industries as companies address changes in consumer behavior and lifestyles causedby the pandemic. Moreover, the global disruption in supply chains as well as instability in international affairs causing the rise in natural resource
prices is making the future outlook unclear. Amid that business environment, the Yamato Group has been seeking to sustainably increase its
corporate value by “contributing to the creation of an enriched society” as stated under its Management Philosophy. To that end, on April 1,
2021, we have been shifting to a group management structure centered on the “New Yamato Transport,” which combines management
resources of our respective Group companies, while furthermore embarking on our medium-term management plan, “One Yamato 2023,” withthe fiscal year ending March 31, 2024 set as its final fiscal year. We will furthermore accelerate implementation of the following initiatives basedon the “One Yamato 2023” plan, which aims to provide comprehensive value by meeting the diversifying needs of customers and society totransform the supply chain in response to the changing distribution structure.
(i) Increasing productivity across the entire Yamato Group
Under our medium-term management plan “One Yamato 2023,” we are optimally allocating the Group’s management resources byimproving the accuracy of our demand and operational workload forecasts in the various regions in order to cater to the changing anddiversifying needs of our individual and corporate customers.
We will improve productivity across our entire logistics network and achieve higher profitability by consolidating and repositioning ourcommercial warehouses, sorting terminals, business offices and other locations nationwide.
We are building an e-commerce logistics network that addresses the continuously growing e-commerce demand, especially in the urban
areas, and will seek to optimize our human resource allocation as well as transportation and delivery costs between this new networkand our existing network. We will also continue to optimize and standardize our delivery process by transforming work operations, andshifting to automation and digitization, thereby increasing the amount of time frontline employees interact with our customers, expanding
our collection and delivery capabilities, and enabling us to make improvements in safety and quality. 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) Increasing operating revenue through growth in the corporate client domain
In our medium-term management plan “One Yamato 2023,” we regard the changes in consumer behavior and lifestyles triggered by
COVID-19 as an opportunity to grow our business. We are positioning the solution business, in which we seek to solve challenges facedby our clients throughout the entire supply chain, beyond the business-to-consumer (B2C) domain, as a new growth area to focus on.
For clients that conduct their businesses globally, the consolidated Group sales functions and our operations will come together to- 15 -

provide one-stop business solutions using the Group’s facilities including our international offices.
For corporate clients in various regions, we will create optimal proposals based on sales information that is consolidated to ourheadquarters, facilitating frontline sales initiatives and design solutions as well as upgrading our operational design, providing value
across the entire supply chain by streamlining backyard operations related to stores and e-commerce operations, reducing opportunity
loss in sales and optimizing inventories.
In order to create optimal e-commerce ecosystem solutions that enable e-commerce companies to expand together with sellers, ecommerce users and delivery service providers, we will enhance the functions of EAZY, which is based on real-time communications
with customers. We will also enhance our solutions for procurement, inventory management and other upstream domains for both large
and small e-commerce companies, as well as for manufacturers and retailers aiming to strengthen their e-commerce operations.
(iii) Promoting strategies for achieving sustainable enhancement of corporate value
Through our medium-term management plan “One Yamato 2023,” we will promote data and innovation strategies, reform ourmanagement structure and reinforce governance, implement an HR strategy that supports “Innovating Delivery Business,” improve
capital efficiency, and strengthen sustainable management, thereby achieving sustainable enhancement of corporate value.
Our data strategy continues to involve upgrading core systems, as well as maintaining digital data and enhancing digital platforms toachieve more sophisticated use of data. Meanwhile, our innovation strategy continues to promote pinpointing and collaborating withstartups as well as investing in such startups with the aim of creating new businesses, particularly using the “KURONEKO Innovation
Fund.”
We will also continue to strengthen governance by separating management supervision and execution, maintaining and enhancing
management transparency, as well as enhancing corporate governance, and promote management reforms through a governancestructure with an emphasis on the speed of decision-making.
As for our HR strategy, which supports “Innovating Delivery Business,” we will continue to establish and operate a personnel systemthrough which we assess every employee based on clear job descriptions. We will also rapidly promote the development of digitally
literate employees by enhancing our digital education programs, and raising the digital literacy of all employees including senior
management. Moreover, we will create work environment that enables our approximately 220,000 employees, the Yamato Group’s
greatest asset, to work with more peace of mind. We accordingly aim to maintain a rewarding work environment that causes employees
to take a vibrant approach to work and where human rights and diversity are respected.
In terms of improving our capital efficiency, we will place more emphasis on capital efficiency when managing our operations with a twopronged approach through a capital strategy and a financial strategy, in order to achieve both business growth and cost structure reform.
Meanwhile, we will enhance shareholder value through a timely and appropriate capital policy underpinned by stable dividends mindfulof the ratio of dividends on equity (DOE), with due consideration placed on growth (operating revenue), profitability (operating profit
margin), financial soundness (cash generation, balance of cash and deposits, equity ratio levels), progress of investments, capitalefficiency and other factors.
As for strengthening sustainable management, we will take further steps based on our targets up until the fiscal year ending March 31,
2024, and specific actions to be taken in response to material issues, outlined in the “Sustainable Medium-term Plan 2023 <Environment& Society>,” and pursue the sustainable development of the environment and society as well as our own business. In order to achieve
our long-term environmental target of zero emissions (In-house emissions) of greenhouse gases by 2050, we have set a mid-termtarget for 2030 to reduce greenhouse gas emissions by 48% compared to 2020. Going forward, we will introduce more EVs in our fleet,as well as electricity generated from renewable sources, and promote initiatives to reduce greenhouse gas emissions for the entire
logistics industry and society.

- 16 -

2. 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 business environment surrounding the Yamato Group is changing significantly and rapidly. The spread of COVID-19 has triggered changes
in consumer behavior and lifestyles, and the corresponding shift to e-commerce in all industries is accelerating. The changing market structureis also changing the competitive environment, not only intensifying competition with logistics providers, but also making it more important tohave strategic relationships with EC platforms that are converting to in-house logistics, as well as the need to be aware of start-ups that havethe potential to change business practices through digital means. Failure to respond to the changing and diversifying needs of consumers andthe 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, corporate involvement andproblem solving for the development of a sustainable society are becoming more and more important, and corporate activities that do not
involve sustainability may result in a decline in customer support, deterioration in relationships with the regional society, difficulty in securing
talented human resources, and higher financing costs. This may affect the business results of the Yamato Group in the mid- to long-term.
In light of these risks, we are promoting structural reforms based on our Medium-Term Management Plan, “One Yamato 2023,” which ends inthe fiscal year ending March 31, 2024. We will face the changing needs of customers and society as “One Yamato,” and by leveraging thestrength of last-mile delivery and our contacts with many corporate customers as a starting point, we aim to become an entity that improves
convenience for consumers, and contributes to corporate customers’ business performance and corporate value by making maximum use of
the Group’s collective management resources and providing value for corporate customers both in Japan and overseas, covering theirbusinesses End to End, from upstream to downstream, in addition to “TA-Q-BIN” services.
In the area of structural reform of revenue, we aim to become a management partner to our customers by providing an end-to-end solution
covering the entire supply chain, and to support them in their supply chain and business process reforms, as well as working to promoteaccount management that faces customers as One Yamato, including those overseas, and to establish a system in which sales and operations
are integrated to face corporate customers.
Also, in structural reform of costs, we are working to optimize overall network operations in order to respond to changes in customer and cargocomposition, expand overall network capacity, improve quality, and optimize costs. Specifically, we are building an EC logistics network withsimplified operational processes, developing a middle-mile network to meet the transportation needs of corporate customers, consolidating
and reallocating last-mile facilities in the TA-Q-BIN network, and re-defining the functions of sorting terminals (bases).
Furthermore, we are promoting measures such as the optimal allocation of management resources based on data analysis, business process
reform (BPR), and innovation strategies.
We are also working to achieve the environmental and social vision set forth in “YAMATO NEXT 100,” our medium- to long-term management
grand design for sustainable development of society and business, through the “Sustainable Medium-Term Plans 2023” that define specificactions to address key issues and targets to be achieved by the fiscal year ending March 31, 2024.
(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 it is also developing aworkplace environment in which human rights and diversity are respected and employees can work with greater peace of mind, and working
to strengthen cooperation with our transportation and delivery partners, including in terms of safety and quality.
In addition, we are promoting the re-hiring of employees who have reached retirement age and possess knowledge and expertise. We arealso working to optimize the allocation of management resources based on data analysis, optimize and standardize transportation processes
including trunk lines, reduce inter-base transportation by consolidating and reallocating bases, and improve overall network productivity throughoperational reform, automation, and digitalization of work, while promoting business process reform (BPR) to standardize, computerize, andconsolidate administrative and indirect operations.

- 17 -

(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 promoting the shift to a data-driven digital management and establishing a dedicated organization
to bring together internal and external digital and IT personnel to promote the implementation of cutting-edge technologies. We are also striving
to quickly detect technologies and business models that could become a threat to the Yamato Group 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 data 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, based on “One Yamato 2023,” the Yamato Group is promoting the efficiency of transportation, delivery, and operations
through the optimal allocation of management resources based on data analysis and the reallocation of bases. 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.
(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 is promoting sustainability initiatives based on the “Sustainable Medium-Term Plans 2023,” which set
forth specific actions for key issues and targets to be achieved by the fiscal year ending March 31, 2024, in order to realize the vision set forthin the “YAMATO NEXT 100” medium- to long-term management grand design and achieve the long-term target of effectively zero GHG
emissions (in-house emissions) by 2050.
Under the plan, we have set a target to reduce GHG emissions by 10% in the fiscal year ending March 31, 2024, compared to the fiscal year

- 18 -

ended March 31, 2021, which include streamlining transportation and delivery based on data analysis, using electricity derived from renewableenergy sources, reducing the use of dry ice by introducing small mobile freezers and mechanical cold boxes, consolidating locations andintroducing LEDs, and enhancing energy management. We have also set a new medium-term target of reducing GHG emissions by 48% by2030 compared to the fiscal year ended March 31, 2021, and will promote initiatives such as the introduction of EVs and the installation ofsolar power generation equipment. 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 based on the business
continuity plan (BCP), assessing the risk of flood damage to facilities, reallocating bases, and continuously reviewing manuals related to postdisaster response, suspension of pickup and delivery, maintenance work, etc. in preparation for unexpected disasters.
(2)

Risks related to business operations(i) 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 addition, due to the ongoing effects of the COVID-19 infection, the overall economic activities are stagnating. If it takes
a long period of time for the situation to be resolved, the business results may be affected due to a decrease in transactions with corporate
customers.
In light of these risks, the Yamato Group has set up a liaison office for countermeasures against COVID-19, and it is planning and promoting
countermeasures based on the infection situation within the Company and government measures. Then, to ensure that our customers canuse TA-Q-BIN with peace of mind, we 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 in person, and disseminating information throughour 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.
(ii) 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. In addition, we will reform the group management system, shorten the
distance between management and the front line, and aim to have closer communication and swifter decision-making, thereby striving tocultivate a healthy corporate culture.
(iii) 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.
(iv) Risks involved in disasters, power outages, and the like
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 or power outage, etc., 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, poweror water outages or shortages of fuel or supplies, incurring repair or replacement costs for vehicles or facilities, or a decrease in shipment
volume due to customers 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 system- 19 -

throughout 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.
(v) 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.
(vi) 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 responds to the needs of customers facing challenges due to disruptions in the global supply chain by combininga variety of transportation methods by land, sea, and air. 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, and the promotionof cart pickup and delivery, as well as optimizing pricing to customers in light of soaring fuel prices etc.
(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
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.
(viii) 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 improve productivity by promoting 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, andimprove 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 of transportation from April 2024.

- 20 -

3. 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, 2022 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 1,086,854 million yen, down 3,136 million yen from the end of the previous fiscal year.
Liabilities were 488,621 million yen, down 17,082 million yen from the end of the previous fiscal year.
Net assets were 598,233 million yen, up 13,946 million yen from the end of the previous fiscal year.
ii. Business results
During the fiscal year ended March 31, 2022, there were signs of improvement in the economic sentiment, due to the gradual resumption of
economic activity following the full lifting of the novel coronavirus disease (COVID-19) state of emergency declarations. However, the outlook
for full scale economic recovery remains unclear, due to global supply chain disruptions, the weakening of the yen, high crude oil prices, aswell as the instability in international affairs leading to the rise in natural resource prices.
Meanwhile, COVID-19 has accelerated growth in the e-commerce domain across all industries amid a scenario of changes in consumer
behavior and lifestyles brought about by developments such as companies promoting telework arrangements and a shift to online services in
the fields of medicine and education. Under such circumstances, the Yamato Group embarked on a new Group management structure
centered on the “New Yamato Transport,” which combines management resources of our respective Group companies, with the aim ofsustainably increasing its corporate value through contribution to the creation of an enriched society as stated under its Management
Philosophy.
In addition, we took steps to furthermore provide comprehensive value by meeting the needs of our customers and society by transforming
supply chains in response to changing lifestyles and changing distribution structure, based on the medium-term management plan, “OneYamato 2023,” with the fiscal year ending March 31, 2024 set as its final fiscal year.
Our consolidated financial results for the fiscal year ended March 31, 2022 were as follows.
Category

Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

ChangeGrowth (%)

Operating revenue(Millions of yen)

1,695,867

1,793,618

97,7505.8

Operating profit(Millions of yen)

92,121

77,199(14,921)(16.2)

Ordinary profit(Millions of yen)

94,01984,330(9,689)(10.3)

Profit attributable to owners of parent(Millions of yen)

56,70055,956

(744)

(1.3)

For the fiscal year ended March 31, 2022, operating revenue amounted to 1,793,618 million yen, up 97,750 million yen year-on-year. This islargely attributable to our having achieved an increase in parcel delivery volume as a result of taking action in the burgeoning e-commercedomain, and also a result of our having focused on optimizing logistics for customers.
Operating expenses amounted to 1,716,418 million yen, up 112,672 million yen from the previous fiscal year. This was due to factors that
include an increase in costs 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 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 higher unit prices of fuel.
As a result, for the fiscal year ended March 31, 2022, operating profit amounted to 77,199 million yen, down 14,921 million yen from theprevious fiscal year.
Ordinary profit amounted to 84,330 million yen, down 9,689 million yen from the previous fiscal year, despite the booking of 4,510 million yen
in gain on investments in investment partnerships.
Profit attributable to owners of parent amounted to 55,956 million yen, and the Company was able to limit the decline from the previous fiscal
period to 744 million yen, mainly due to booking of 15,312 million yen of disposal gains of investment securities as extraordinary income, inpart due to the disposal of strategic holdings of shares, the booking of 14,999 million yen in loss on revision of retirement benefit plan as
extraordinary losses, as well as the decline in taxable profit for the period as a result of losses from the disposal of affiliate company shares.

- 21 -

In addition, the Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant ASBJ regulations from the beginning of the fiscal year ended March 31, 2022. In addition, effective from the fiscal year ended March
31, 2022, the Company and its domestic consolidated subsidiaries have changed from the declining-balance method to the straight-line
method as their depreciation method for property, plant and equipment in order to allocate costs in a manner that better reflects actual use of
assets, and have accordingly modified useful lives of some vehicles. Details are shown in “V. Financial Information, 1. Consolidated Financial
Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Changes in accounting policies).”
In January 2022, the Company transferred 51% of the Company’s holdings of issued common shares of Yamato Home Convenience Co., Ltd.
(“YHC”) to ART MOVING COMPANY Co., Ltd. Effective from the end of the fiscal year ended March 31, 2022, YHC has become an equity
method affiliate instead of a consolidated subsidiary, given that the Company holds 49% of the voting rights in YHC, down from 100% previously
as a result of the transfer of shares.
Initiatives for the entire Yamato GroupThe Yamato Group has been working to address the COVID-19 pandemic, and to ensure that customers can use TA-Q-BIN with peace ofmind, we have continued to take steps that include making sure that employees practice full hygiene management, promoting workplacevaccinations among employees who wish to be vaccinated, and otherwise placing focus on implementing contact-free deliveries and otherinfection prevention measures when interacting with customers, using our website to share information, and continuing to provide logistics
services, including TA-Q-BIN. Based on our medium-term management plan “One Yamato 2023,” which seeks to provide comprehensive
value that addresses the diversifying needs of customers and society, we are working on the following initiatives:(a) Improving productivity across the entire Yamato GroupIn order to address the changing and increasingly diverse needs of our customers, we have continued working to optimally allocate theGroup’s management resources while striving to improve the accuracy of our demand and operating amount forecasts on the basis ofdata analysis. In addition, we have been coordinating efforts to the Retail Business Unit, Corporate Business Unit, Transportation Function
Division, and Digital Function Division with respect to optimizing and standardizing our delivery process by transforming work operations,and shifting to automation and digitization, thereby increasing the amount of time frontline personnel interact with our customers,
expanding our collection and delivery capabilities, and enabling us to make improvements in safety and quality. In September 2021,
Yamato Management Service Co., Ltd., which handles bookkeeping and accounting operations as well as personnel affairs for respective
companies of the Yamato Group, was combined with Yamato Transport Co., Ltd. by means of absorption-type merger, thereby enabling
us to make progress in achieving optimal allocations of specialist human resources in our accounting and HR operations. Moreover, ourProfessional Service Function Division has been operating under the “One Yamato Structure” in spearheading efforts to reduce theadministrative and indirect operations workload of our frontline personnel by engaging in business process re-engineering (BPR), which
has involved standardizing and digitizing such tasks.
(b) Growing operating revenue through growth in the corporate client domain
For our corporate clients who have been coping with changes in consumer behavior and lifestyles caused by the spread of COVID-19,
we have been working to build transportation and delivery networks with the addition of the network for corporate enterprises to the TAQ-BIN and EAZY transportation modes, cater to the needs for international transportation, as well as improve the profitability of ourinternational business. In addition, we have been continuing to tap the expanding e-commerce (EC) demand through the optimal allocationof EAZY CREW delivery partners and our sales drivers, as well as establishing an e-commerce logistics network with a simpler sorting,transportation and last-mile delivery operation, while also proposing solutions in upstream domains of logistics, particularly in areas that
include e-commerce company procurement and inventory liquidation. We have also been placing focus on providing new value in part bylaunching the “digital return and sending service” for e-commerce companies, which entails shifting to digital procedures for returns ofpurchased merchandise, simplifying procedures in terms of hassles encountered when purchasers would previously make a return request
by telephone or in preparing delivery slips, and making it possible to return items without the need for delivery slips from nearby businessoffices, PUDO Station parcel lockers, and certain convenience stores. Moreover, we served as the official logistics services partner of theTokyo 2020 Olympic and Paralympic Games held from July to September 2021, which involved facilitating smooth and safe operations
with respect to logistics design and implementation during the event by providing comprehensive logistics services in addition to TA-QBIN.

- 22 -

(c) 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” plan that involve promoting data and innovation strategies, reforming management structure and reinforcing
governance, engaging in HR strategy which supports “Innovating Delivery Business,” improving capital efficiency, and strengthening
sustainable management.
Our data strategy aims at preparing and making use of digital data and enhancing our digital platform to further sophisticate our use ofdata. In the fiscal year ended March 31, 2022, we further enhanced the accuracy of demand forecasting, as well as the real-timecommunication platform that supports the EAZY operations. In terms of our innovation strategy, we moved forward with initiatives topromote open innovation, which entails discovering and collaborating with startups, as well as investing in such startups with the aim ofcreating new businesses. In the fiscal year ended March 31, 2022, we invested in startups with state-of-the-art technologies, such as
cross border fashion e-commerce site operator Sixty Percent Co., Ltd., and Pale Blue Inc., which develops propulsion systems for ultrasmall satellites that use water as fuel, through the “KURONEKO Innovation Fund.”In terms of strengthening our governance, we are continuing our efforts such as separating management supervision and execution,
maintaining and enhancing management transparency, as well as enhancing governance with an emphasis on decision-making speed.
When it comes to HR strategy which supports “Innovating Delivery Business,” we are using a specialist personnel system for employees
engaged in instructing safety as well as planning, and conducting training programs through the Yamato Digital Academy with the aim ofraising the digital literacy of all employees including senior management, as well as developing digital talent as quickly as possible.
As for strengthening sustainable management, in order to strike the right balance between sustainable growth and the development of asustainable society, we have been engaging in business in a manner that involves considering the environment and society, in part bystreamlining 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.’” In the fiscal year ended March 31, 2022,
we established an organizational structure to manage sustainability efforts of the whole Group, as well as setting the “Yamato Group
Environmental Policy” (August 2021), “Yamato Group Human Rights Policy” (December 2021), followed by “Yamato Group Responsible
Procurement Policy” and “Yamato Group Business Partner Guidelines” in January 2022.
Business strategies of each segment
The Company has changed its classification of reportable segments, effective from the first quarter of the fiscal year under review. As such,
figures for the previous corresponding period have been restated to the new reportable segments to enable segment comparisons.
○ Retail Business Unit(a) The Retail Business Unit provides high-quality parcel delivery services such as TA-Q-BIN and has otherwise been working to provide
value that addresses needs of our customers by drawing on the distinctive characteristics of TA-Q-BIN in terms of its points of contact
with a broad range of customers. The business unit continued to focus on proposing solutions that draw on the Group’s management
resources in collaboration with the Corporate Business Unit, in a manner whereby frontline personnel grasp customer changes associatedwith lifestyles and the business environment, thereby serving as a starting point for business of the entire Yamato Group. Moreover, it has
also been working in collaboration with the Platform Function Division, in part through efforts to provide services that make delivery andpick-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 1.3 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, 2022, we took steps to improve customer convenience with respect to the “TA-Q-BIN Request by
Smartphone” service, which enables customers to complete TA-Q-BIN sending procedures using their smartphones via a service-specificwebsite that makes it possible for them to take care of everything from preparing shipping labels to paying TA-Q-BIN fees. Such
improvements included expanding the list of delivery options available in terms of targeting leisure interests through delivery options such
as Golf TA-Q-BIN, Ski TA-Q-BIN, Airport TA-Q-BIN, and Round-Trip TA-Q-BIN, and also adding the online receipt download function, as
well as making it possible to send parcels from PUDO Stations without human interaction. In March 2022, we improved the convenienceof the various functions offered to Kuroneko Members, including better visibility and control functions of the app and website, as well as
real-time linkage and integration of customer and parcel information using the new data platform.
(c) Working in collaboration with the Transportation Function Division and Digital Function Division, the Retail Business Unit continued to
strive to improve the accuracy of demand and operating amount forecasts in respective geographic regions, and has been endeavoring
to increase productivity by appropriately allocating personnel and by heightening efficiency of collection and delivery and of our trunkroute transportation.
(d) Operating revenue from customers amounted to 893,396 million yen, up 1.2% from the previous fiscal year, mainly as a result of thebusiness unit having engaged in efforts to optimally deliver parcels in alignment with diversifying needs and it having focused on acquiring- 23 -

parcels from small businesses in collaboration with the Corporate Business Unit. Operating revenue of the Retail Business Unit overall
amounted to 1,172,414 million yen, down 2.0% from the previous fiscal year, as a result of parcels from e-commerce companies, which
had shown a dramatic increase in the previous fiscal year, having been shifted to the Corporate Business Unit. Although operating
expenses decreased by 1.5% from the previous fiscal year largely due to lower personnel expenses, and higher transportation costs
associated with rising unit price of fuel and higher delivery volume, operating profit decreased by 12.5% from the previous fiscal year.
○ Corporate Business Unit(a) The Corporate Business Unit has been seeking to provide value across entire corporate logistics supply chains, including midstream andupstream 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 account management, which involves developing effective projects and assuming responsibility
through to management and operations.
(b) Moreover, for retailers who are developing physical stores and e-commerce omni-channel sales frameworks, the business unit has beenpromoting efforts to optimize inventory and distribution through centralized management, thereby liquidating sales inventories withcustomers’ omni-channel operations by combining restructured business facilities and transportation networks under the “One Yamato
Structure.” We also focused 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 ofmerchandise for stores and merchandise for official online shopping websites, to storage, packaging and delivery.
(c) For the ever-growing e-commerce domain, Yamato has been promoting sales expansion of the “EAZY” delivery service, which enables
greater purchase, delivery and pick-up convenience and safety. We are promoting the establishment of a new e-commerce logistics
network with a more simplified operation process from sorting to the last-mile delivery. In addition, to optimize logistics for e-commerce
vendors with stores in online shopping malls, we used our partnerships with major e-commerce companies to implement initiatives tofurther improve convenience and expand sales for services that completely or partially replace operational functions 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 that involve achieving shorter lead times up through delivery by seamlessly linking import customs clearance
systems with the domestic delivery network.
(d) During the fiscal year ended March 31, 2022, the business unit has been actively engaging in a focused marketing approach that has led
to greater use of new TA-Q-BIN services, while tapping needs involving items we had not previously handled such as furniture andhousehold appliances, as well as locally sourced rice and specialty products, as a result of our offering TA-Q-BIN delivery for larger items
to address needs for increasingly diverse and larger parcel sizes among corporate clients serving a wider range of business domains.
We also made available the “Okihai” function for registered customers, where the driver opens the ground floor entrance to condominiums
using digital keys and placing the parcel near the customers’ front doors.
(e) Operating revenue from customers amounted to 812,185 million yen, up 10.8% from the previous fiscal year, mainly as a result of thebusiness unit tapping growing e-commerce demand, promoting logistics optimization of corporate clients, and flexible response forrecovery of import-export freight movement, which had been stagnant due to the global spread of COVID-19. Meanwhile, operating profit
decreased 57.4% from the previous fiscal year mainly due to factors on the expenditure front in terms of an increase in transportation
costs associated with higher delivery volume, as well as an increase in costs associated with our promotion of the medium-term
management plan, “One Yamato 2023.”(Reference)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

(Million units)

2,096

2,275

178

8.5

(Million parcels)

826

824

(1)

(0.2)

Category
Parcel delivery(TA-Q-BIN/TA-Q-BIN Compact/EAZY/Nekopos)

Kuroneko DM-Bin

ChangeGrowth (%)○ Other(a) During the fiscal year ended March 31, 2022, we promoted 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 88,035 million yen, up 9.9% from the previous fiscal year. Operating profit was 16,559 million
yen, up 9,570 million yen from the previous fiscal year.

- 24 -

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, 2022, we cultivated safety awareness, which involved holding awards ceremonies torecognize drivers who have remained accident-free for many years in ten locations nationwide. Due to COVID-19, we refrained fromholding our “Safety Classes for Children,” which we have been continually offering to children in day care facilities, kindergartens andelementary schools across Japan since 1998 with the aim of conveying the importance of traffic safety.
(b) Striving to maximize 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 accordance withthe law and social norms and actively promoting compliance management, based on our Group Corporate Philosophy. During the fiscal
year ended March 31, 2022, we established an organizational structure to manage sustainability efforts of the whole Group, as well as
setting the “Yamato Group Environmental Policy” (August 2021), “Yamato Group Human Rights Policy” (December 2021), followed by“Yamato Group Responsible Procurement Policy” and “Yamato Group Business Partner Guidelines” in January 2022.
(c) 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 granddesign for management over the medium to long term.
(d) Under the “Environmental” component of the plan, we have set aggregate targets for reducing the environmental burden of our businessactivities and have otherwise set targets for areas in the logistics industry where the Yamato Group is able to bring about widespread useof innovative technology, such as with respect to materials and vehicles. We are furthermore working to create environmental value on
the basis of having also set targets in terms of engaging in green logistics in collaboration with diverse partners and providing products
and services that have less impact on the environment. During the fiscal year ended March 31, 2022, we embarked on field testing ofcollection and delivery operations enlisting compact battery electric vehicle (BEV) trucks featuring a walk-through, ultra-low-floor design
with the aim of introducing drivers to very practical low-carbon vehicles placing due consideration on the environment. We have continued
taking action to achieve the vision of virtually zero greenhouse gas emissions (in-house emissions) by 2050, established as a long-termgoal. This entails efforts that include adopting collection and delivery methods that do not generate greenhouse gas emissions throughuse of hand trucks, bicycles and other such modes of transportation, and using electricity derived from renewable energy. Due to COVID19, we refrained from holding our “Kuroneko Yamato Environmental Class” sessions, which we have been continually offering nationwide
since 2005, with the aim of providing support for environmental education of children who will bear responsibilities of the next generation.
(e) In addition, under the “Social” component of the plan, we have been continuing to take 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 anenriched society in part by addressing social challenges and promoting community development enlisting a co-creation approach. During
the fiscal year ended March 31, 2022, we set our sights on developing a sustainable pharmaceutical network by embarking on field testing
to assess the economic feasibility of using unmanned drones to transport items such as pharmaceutical products required by locallybased medical institutions and prescription medicine delivered to private residences. This involved working in collaboration withparticipants that include the town of Wake in Okayama Prefecture and pharmaceutical manufacturers and wholesalers. Going forward,
maintaining our capacity for trunk-route transportation will become a challenge, with the shortage of truck drivers. In order to build asustainable and robust logistics network, we announced in January 2022 that we will begin operations of cargo-only planes (freighters)from April 2024.
(f) Aiming to create more sustainable social value, the Yamato Group promotes initiatives for sharing value with society based on the concept
of “Creating Shared Value (CSV).” We continue to engage in various initiatives to such ends. For instance, we have been operating ourcommunity-based Neko Support Station locations enlisting 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, monitoring services that use “HelloLight” IoT light bulbs, consultation services for everyday life, and holding events that enableinteraction among community members.
(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 consigned delivery of
Kuroneko DM-Bin, and operating job-finding support facilities where they take part in training to acquire skills and knowledge necessaryfor employment.

- 25 -

(ii) Cash flows○ Cash flows from operating activities
Net cash provided by operating activities amounted to 52,016 million yen, which is a decrease of 71,904 million yen compared with theprevious fiscal year. This is largely attributable to a 10,719 million yen decrease due to profit before income taxes of 81,040 million yen, anda 25,959 million yen increase in the payment of payables of consumption tax etc. and a 21,348 million yen increase in the payment ofincome tax etc.
○ Cash flows from investing activities
Net cash used in investing activities amounted to 58,943 million yen, which is a decrease of 103,021 million yen compared with the previous
fiscal year. This is largely attributable to a 91,262 million yen decrease in proceeds from collection of loans receivable.
○ Cash flows from financing activities
Net cash used in financing activities was 54,456 million yen. Compared with the previous fiscal year, the amount of net cash used decreased by 68,791 million yen. This is largely attributable to an increase in proceeds from borrowings of 36,500 million yen and a decreasein purchase of treasury shares of 25,650 million yen.
As a result of the above, cash and cash equivalents were 180,603 million yen as of March 31, 2022, down 60,681 million yen from the endof the previous fiscal year.

- 26 -

(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.
Due to the shift of the management structure from the fiscal year ended March 31, 2022, the Company discloses the details of operating
revenue by segment instead of operating revenue by business, which was disclosed until the previous fiscal year.
Business segment
IncomeRetail Business Unit

Amount(Millions of yen)Amount(Millions of yen)

Ratio
(%)

Ratio
(%)

Change(%)

1,158,221

68.3

1,144,359

63.8

(1.2)

Logistical support income

10,801

0.6

3,587

0.2

(66.8)

Other

34,9492.1

28,183

1.6(19.4)(321,435)(19.0)(282,733)(15.8)(12.0)

882,53652.0

893,396

49.8

1.2

Transportation income

639,26937.7

598,306

33.4

(6.4)

Logistical support income

218,32012.9

249,637

13.9

14.3

Other

26,116

1.5

33,022

1.8

26.4(150,514)(8.9)(68,780)(3.8)(54.3)

733,19043.2

812,185

45.3

10.8

Transportation income

46,9402.8

50,967

2.8

8.6

Other

166,8179.8

176,558

9.8

5.8

Eliminations(133,618)(7.9)(139,490)

(7.8)

4.4

80,1394.7

88,0354.9

9.9

1,695,867

100.0

1,793,618

100.0

5.8

Total

Eliminations
Total

Other

Fiscal year ended March 31, 2022
(From April 1, 2021
To March 31, 2022)

Transportation income

Eliminations

Corporate Business
Unit

Fiscal year ended March 31, 2021
(From April 1, 2020
To March 31, 2021)

Total
Total

- 27 -

(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 1,086,854 million yen as of March 31, 2022, down 3,136 million yen from the end of the previous fiscal year. The decrease
was largely attributable to the decline in cash and deposits of 58,878 million yen, and the 44,398 million yen increase in non-current assets
due to the acquisition of vehicles and software, mainly in the Retail Business Unit.
Liabilities decreased 17,082 million yen to 488,621 million yen from the end of the previous fiscal year. The decrease was largely attributable
to a 19,000 million yen decrease in short term borrowings and a 17,703 million yen decrease in income taxes payable, and a 22,307 million
yen increase in liabilities related to retirement benefit liability resulting from a revision of the retirement bonus scheme.
Total net assets were 598,233 million yen, up 13,946 million yen from the end of the previous fiscal year. The major factors included an increasein profit attributable to owners of parent of 55,956 million yen, as well as the 19,689 million yen distribution of capital surplus and the acquisitionof 10,002 million yen of treasury shares.
As a result, the equity ratio increased to 54.3% from the 52.9% in the previous fiscal year.
ii. Business results
For the consolidated fiscal year ended March 31, 2022, operating revenue amounted to 1,793,618 million yen, up 97,750, million yen year on
year. This is largely attributable to our having achieved an increase in parcel delivery volume as a result of taking action in the burgeoning ecommerce domain, and also a result of our having focused on optimizing logistics for customers.
Operating expenses amounted to 1,716,418 million yen, up 112,672 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 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 higher unit prices of fuel.
As a result, for the consolidated fiscal year ended March 31, 2022, operating profit amounted to 77,199 million yen, down 14,921 million yen
year-on-year.
Ordinary profit amounted to 84,330 million yen, down 9,689 million yen year-on-year, despite the booking of 4,510 million yen in gain on
investments in investment partnerships.
Profit attributable to owners of parent amounted to 55,956 million yen, and the Company was able to limit the decline from the previous fiscal
period to 744 million yen, mainly due to booking of 15,312 million yen of disposal gains of investment securities as extraordinary income, inpart due to the disposal of strategic holdings of shares, the booking of 14,999 million yen in loss on revision of retirement benefit plan as
extraordinary losses, as well as the decline in taxable profit for the period as a result of losses from the disposal of affiliate company shares.
Basic earnings per share was 151.03 yen, down 0.52 yen from the previous fiscal year.
○ Retail Business Unit
Operating revenue amounted to 893,396 million yen, up 1.2% from the previous fiscal year, mainly as a result of the business unit having
engaged in efforts to optimally deliver parcels in alignment with diversifying needs and having focused on acquiring parcels from small
businesses in collaboration with the Corporate Business Unit. Operating revenue of the Retail Business Unit overall amounted to 1,172,414
million yen, down 2.0% from the previous fiscal year, as a result of parcels from e-commerce companies, which had shown a dramatic increasein the previous fiscal year, having been shifted to the Corporate Business Unit. Although operating expenses decreased by 1.5% from theprevious fiscal year largely due to lower personnel expenses, and higher transportation costs associated with rising unit price of fuel and higherdelivery volume, operating profit decreased by 12.5% from the previous fiscal year.
○ Corporate Business Unit
Operating revenue amounted to 812,185 million yen, up 10.8% from the previous fiscal year, mainly as a result of the business unit tapping
growing e-commerce demand, promoting logistics optimization of corporate clients, and flexible response for recovery of import-export freight
movement, which had been stagnant due to the spread of COVID-19. Meanwhile, operating profit decreased 57.4% from the previous fiscal
year mainly due to factors on the expenditure front in terms of an increase in transportation costs associated with higher delivery volume, as
well as an increase in costs associated with our promotion of the medium-term management plan, “One Yamato 2023.”○ Other- 28 -

Operating revenue was 88,035 million yen, up 9.9% from the previous fiscal year. Operating profit was 16,559 million yen, up 9,570 million
yen from the previous fiscal year.

- 29 -

(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, 2022 are as described in “II. Business Overview 3. 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 profit of 120,000 million yen (consolidated
operating profit margin of 6.0%) and ROE of 10.0%.
Consolidated operating revenue in the fiscal year ended March 31, 2022 was 1,793,618 million yen, up 97,750 million yen from the previous
fiscal year due to an increase in the volume of packages handled with our response to the quickly growing e-commerce realm and our efforts
to optimize customer logistics.
Consolidated operating profit was 77,199 million yen (consolidated operating profit margin was 4.3%), down 14,921 million yen from the previous
fiscal year, due to factors that include an increase in costs 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 operations in the e-commerce logistics network, which are building toaccommodate the growing demand for e-commerce, and our existing network, along with higher unit prices of fuel.
Consolidated ordinary profit amounted to 84,330 million yen, down 9,689 million yen from the previous fiscal year, mainly due to recording of
4,510 million yen in gain on investments in investment partnerships.
Profit attributable to owners of parent amounted to 55,956 million yen, and the Company was able to limit the decline from the previous fiscal
year to 744 million yen, mainly due to booking of 15,312 million yen of gains on sales of investment securities as extraordinary income, in partdue to the disposal of strategic holdings of shares, despite booking 14,999 million yen in loss on revision of retirement benefit plan as
extraordinary losses, as well as a decline in taxable profit for the period as a result of losses from the disposal of affiliate company shares. As
a result, ROE for the fiscal year ended March 31, 2022 was 9.6%.
We recognize this as the emergence of certain outcomes from the promotion of the medium-term management plan “One Yamato 2023,” under
the new Group management structure centered on the “New Yamato Transport” that mobilizes the Group companies’ management resources,
which we embarked upon from the fiscal year ended March 31, 2022.
We will continue to steadily promote income structure reforms and cost structure reforms based on this plan to build a foundation for sustainablegrowth.
(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).”- 30 -

4. Significant Management Contracts
The Company resolved at its Board of Directors meeting convened on July 20, 2021 to transfer 51% of the Company’s holdings of issued
common shares of its consolidated subsidiary Yamato Home Convenience Co., Ltd. (“YHC”) to ART MOVING COMPANY Co., Ltd. (“ART”), andexecuted a share transfer agreement that day. Effective from the end of the fiscal year ended March 31, 2022, YHC has become an equity
method affiliate instead of a consolidated subsidiary, given that the Company holds 49% of the voting rights in YHC, down from 100%previously as a result of the transfer of shares. ART changed its name effective January 1, 2022.
Details are shown in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes toConsolidated Financial Statements (Business combinations).”

5. Research and Development Activities
The Yamato Group is engaged in initiatives for research and development concerning digital technology and next-generation logistic services.
The total amount of research and development activities in the fiscal year ended March 31, 2022 was 3,428 million yen, which is broken down
into 266 million yen for the Company (as a whole) and 3,162 million yen for the consolidated subsidiary Yamato Transport Co., Ltd. (Retail
Business Unit and Corporate Business Unit).

- 31 -

III. Property, Plant and Equipment
1. Overview of Capital Investments
Continuing from the fiscal year ended March 31, 2021, the Yamato Group recorded 73,271 million yen of capital investment (including leasehold
deposits), concentrated on growth investment relating to the development of a next-generation digital platform while continuing to expand the
pickup and delivery network necessary to expand and improve the quality of the service of TA-Q-BIN, our mainstay service. From the fiscal year
under review, the amount of capital investments includes intangible assets.
The Retail Business Unit recorded 53,615 million yen of capital investments such as the establishment of the new “Edagawa sorting base” andthe purchase of vehicles towards realizing “YAMATO NEXT100.”
The Corporate Business Unit recorded 11,963 million yen of capital investments such as the purchase of logistics equipment for transportationof COVID-19 vaccines.
There are no particular matters to state in relation to Other and Corporate.
The main capital investment completed in the fiscal year ended March 31, 2022 was the establishment of the new “Edagawa sorting base” in the
Retail Business Unit.
In addition, there were no eliminations or sales, etc. of major facilities in the fiscal year ended March 31, 2022.

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

VehiclesBuildings
andstructures

Machineryandequipment

Retail Business Unit

23,665

129,480

17,344

Corporate Business Unit

1,467

16,716

3,293

Other

73

9,335

920

Corporate

0

1,156

45

25,207

156,688

21,603Business segment

Total

Book value (Millions of yen)
Land
Leased(GroundassetsArea
21,000 m )155,057(1,865)
15,985[5,879]13,731
(146)
8,065
[536]
5,930
(16)
4,898
[391]
6,536
–
(1)
181,256(2,030)28,949[6,807]

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

Intangible
assets

9,355

32,275383,164

176,881

4,244

3,586

51,105

19,817702

5,394

27,254

20,150

571

1,091

9,403

25

14,87442,347

470,927

216,873

Total(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

1,156

45

6,536
(1)

Facilities–- 32 -

LeasedassetsOther
property,plant andequipment

Intangible
assets

Total

–

571

1,091

9,403

Number of
employees(Number ofpeople)25

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

Business segment

Yamato Transport Co.,Ltd.
Head office(Chuo-ku, Tokyo)

Retail Business
Unit
Corporate
Business Unit

Yamato Transport Co.,
Ltd.
Overseeing Hokkaido
Area(Atsubetsu-ku, Sapporo
City)

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

LeasedassetsOther
property,plant andequipment

Intangible
assets

Total

Number of
employees(Numberof people)

1

1,113

103

3,021
(2)
[2]

2,719

399

33,996

41,3562,703

Retail BusinessBusiness
Unit
offices
Corporate
Warehouses
Business Unit

1,032

3,239

149

2,327
(181)
[330]

232

451

9

7,443

6,902

Yamato Transport Co.,
Ltd.
Overseeing Tohoku Area
(Izumi-ku, Sendai City)

Retail BusinessBusiness
Unit
offices
Corporate
Warehouses
Business Unit

1,304

5,086

1,146

2,323
(124)
[681]

8,893

753

10

19,518

11,839

Yamato Transport Co.,
Ltd.
Overseeing Tokyo Area
(Ota-ku, Tokyo)
Yamato Transport Co.,
Ltd.
Overseeing Minami
Kanto Area
(Tsurumi-ku, Yokohama
City)
Yamato Transport Co.,
Ltd.
Overseeing Kita Kanto
Area(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)

Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

3,478

62,705

4,780

103,556
(263)
[378]

1,036

3,026

718

179,301

31,020Retail BusinessBusiness
Unit
offices
Corporate
Warehouses
Business Unit

3,663

17,713

4,891

10,286
(155)
[875]

800

1,388

78

38,82225,656

Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

3,511

8,966

2,736

6,683
(181)
[666]

588

1,092

197

23,77623,241Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

1,252

2,900

158

5,980
(136)
[448]

298

538

6

11,134

10,878Retail BusinessBusiness
Unit
offices
Corporate
Warehouses
Business Unit

2,090

18,532

1,942

5,951
(251)
[582]

537

740

22

29,81818,726

Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

4,540

13,7083,846

13,229
(209)
[824]

1,010

1,727

9

38,072

30,111Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

1,698

2,973

240

3,888
(197)
[605]

454

720

224

10,19913,940Retail Business Business
Unit
offices
Corporate
Warehouses
Business Unit

1,840

3,729

292

7,351
(247)
[692]

525

1,232

3

14,974

16,156

–

69

–

–
[9]

4

34

132

241

1,566

Yamato Transport Co.,
Ltd.
Overseeing Kansai Area
(Ibaraki City, Osaka
Prefecture)
Yamato Transport Co.,
Ltd.
Overseeing ChuShikoku Area
(Kita-ku, Okayama City)
Yamato Transport Co.,
Ltd.
Overseeing Kyushu
Area(Higashi-ku, Fukuoka
City)
YAMATO CONTACTSERVICE CO., LTD.
(Toshima-ku, Tokyo)

Retail Business
Unit

–

–

- 33 -

Book value (Millions of yen)Company name
(Location)

Okinawa Yamato
Transport Co., Ltd.
(Itoman City, Okinawa
Prefecture)
Yamato Dialog & MediaCo., Ltd.
(Chuo-ku, Tokyo)

Business segment

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

LeasedassetsOther
property,plant andequipment

Intangible
assets

Total

Number of
employees(Numberof people)

Corporate
Business Unit

–

569

4,757

114

1,057
(24)
[66]

–

256

152

6,907

1,493

Corporate
Business Unit

–

–

17

–

–
[0]

0

4

116

137

36

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

Corporate
Business Unit

–

26

84

0

6,740

7

46

9,121

410

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

Corporate
Business Unit

–

2

44

0

204

8

10

479

99

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

Corporate
Business Unit

–

0

283

0

4

5

5

943

493

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

Other

–

27

64

1

–
[117]

11

74

81

260

1,449

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

Other

–

–

4,043

–

3,562
(5)
[23]

2,886

465

1,632

12,590

2,878

Other

–

–

–

–

–
[0]

–

0

0

0

309

Other

–

–

496

–

962
(1)

–

24

2,307

3,789

237

Other

–

44

4,674

791

1,405
(9)
[214]

1,239

101

808

9,064

2,119

Other

–

0

–

15

–
[8]

–

3

–

19

61

Other

–

0

0

50

–
[11]

–

0

–

51

68

Other

–

0

2

7

–
[8]

250

4

–

264

51

Other

–

0

4

53

–
[1]

495

13

–

569

21

Other

–

0

23

0

–
[6]

15

3

44

87

12,926

Other

–

–

17

–

–
[0]

–

9

460

487

22

Other

–

–

6

–

–
[0]

–

1

59

67

9

Other

–

–

–

–

–

–

–

–

–

–

Yamato Web Solutions
Co., Ltd.
(Chuo-ku, Tokyo)
Yamato Credit &Finance Co., Ltd.
(Toshima-ku, Tokyo)
Yamato Autoworks Co.,Ltd.
(Chuo-ku, Tokyo)
Yamato Autoworks Iwate
Co., Ltd.
(Kitakami City, Iwate
Prefecture)
Yamato Autoworks
Hokushinetsu Co., Ltd.
(Nishi-ku, Niigata City)
Yamato Autoworks
Shikoku Co., Ltd.
(Nakatado-gun, Kagawa
Prefecture)
Yamato Autoworks
Okinawa Co., Ltd.
(Itoman City, Okinawa
Prefecture)
Yamato Staff Supply
Co., Ltd.
(Chuo-ku, Tokyo)
Box Charter Co., Ltd.
(Chiyoda-ku, Tokyo)
Express Network Co.,Ltd.
(Minato-ku, Tokyo)
YMT-GB Investment
Limited Partnership(Shibuya-ku, Tokyo)- 34 -

2,215
(11)
[23]
209
(2)
[29]
642
(13)
[64]

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

Facilities
VehiclesBuildings MachineryLand (GroundandandArea 1,000 m2)
structures equipment

LeasedassetsOther
property,plant andequipment

Intangible
assetsNumber of
employees(Numberof people)

Total

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

Corporate
Business Unit

–

110

131

130

64
(8)
[40]

–

50

39

525

327

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

Corporate
Business Unit

–

0

41

86

–
[25]

–

35

6

170

176

YAMATO ASIA PTE.
LTD.
(Singapore)

Corporate
Business Unit

–

–

–

–

–

–

0

–

0

3

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

Corporate
Business Unit

–

2

38

0

–
[8]

–

309

7

357

135

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

Corporate
Business Unit

–

4

–

–

–
[3]

–

14

14

33

121

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

Corporate
Business Unit

–

–

–

–

–
[0]

–

8

0

8

7

YAMATO INVESTMENT(HONG KONG)
LIMITED(Hong Kong)

Corporate
Business Unit

–

–

–

–

–

–

–

–

–

–

YAMATOINTERNATIONALLOGISTICS CO., LTD.
(Shanghai, China)

Corporate
Business Unit

–

–

17

–

–
[21]

–

89

29

137

210

Yamato Logistics (HK)Ltd.
(Hong Kong)

Corporate
Business Unit

–

2

24

–

–
[18]

–

407

23

459

238

TAIWAN YAMATO
INTERNATIONALLOGISTICS INC.
(Taipei, Taiwan)

Corporate
Business Unit

–

–

17

14

–
[14]

–

294

0

327

212

Notes:

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

Vehicles, buildings and structures, machinery and equipment, leased assets, other property, plant and equipment and intangible assets
are the book values after deducting accumulated depreciation.
The above includes leased facilities between consolidated companies.
The area of land shown in ( ) is the area owned by the Company, the figure shown in [ ] indicates the area 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.

- 35 -

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 consolidate 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, 2022 are as follows.

Company nameYamato Transport Co., Ltd.

YAMATO HOLDINGS CO., LTD.

Business segment

Retail Business Unit
Corporate Business Unit

Corporate

Content of investment

Purchase of vehicles(2,605 units)
Purchase of loading equipment andbusiness and communications
equipment
Construction of new buildings(17,676 m2)- 36 -

Planned investment
amount(Millions of yen)AmountTotal
alreadyamountpaid
14,189–11,552

15,395

Start and completion
planned date
Funding method
Start

Completion

Own funds

Apr. 2022

Mar. 2023–

Own funds

Apr. 2022

Mar. 2023

696

Own funds

May. 2022

Oct. 2024

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 ofthe end of the fiscal year
Type
(Shares)(March 31, 2022)
CommonNumber of issued shares as of
the filing date (Shares)(June 17, 2022)

388,575,592

sharesStock exchange on which thecompany is listed

Details

Tokyo Stock Exchange
1st Section (as of the end of the

Shares for which therights of shareholders

388,575,592 fiscal year)
Prime Market (as of the filing
date)

Total

388,575,592

388,575,592

are not restricted
Number of shares perunit: 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.
Balance of
Change in the
Change in the
total number of amount of sharenumber ofDateissued shares
capitalissued shares(Shares)(Shares)(Millions of yen)
April 1, 2017–
411,339,992–
March 31, 2018

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

April 1, 2018March 31, 2019–

411,339,992–

127,234–

36,822

April 1, 2019March 31, 2020–

411,339,992–

127,234–

36,822(22,764,400)

388,575,592–

127,234–

36,822–

388,575,592–

127,234–

36,822October 13, 2020*
April 1, 2021March 31, 2022

*A decline due to the cancellation of treasury shares.

- 37 -

(5) Composition of Shareholders
As of March 31, 2022
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

–

94

48

638

635

87

47,75449,256––

1,657,809

90,235

276,854930,632

261

927,230

3,883,021

273,492

–

42.69

2.32

7.13

23.97

0.01

23.88

100

–

Foreign shareholders
Non-individuals

Individuals

Individuals andothers

Total“Individuals and others” includes 216,007 units of treasury shares and “Number of less than one unit of stock” includes 21 treasury sharesof less than one unit of stock.
(6) Status of Major Shareholders

Name

Location

Number of shares held(Thousands of shares)

As of March 31, 2022
The ratio of thenumber of shares held
relative to the total
number of issued
shares (excluding
treasury shares) (%)

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

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

64,846

17.67

Yamato Employees’ Shareholding
Association

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

24,833

6.77

Custody Bank of Japan, Ltd. (Trust
Account)

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

23,248

6.34

Meiji Yasuda Life Insurance Company

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

14,814

4.04

Nippon Life Insurance Company

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

14,7704.02

Mizuho Bank, Ltd.

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

10,247

2.79

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

8,303

2.26

TOYOTA MOTOR CORPORATION

1 Toyota-cho, Toyota City, Aichi Prefecture

5,748

1.57

Sompo Japan Insurance Inc.

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

5,133

1.40

Aioi Nissay Dowa Insurance Co., Ltd.

1-28-1 Ebisu, Shibuya-ku, Tokyo

4,800

1.31

176,747

48.16

Yamato Trading-Partner Shareholding
Association

Total
Notes:

1.

–

The number of shares related to trust operations in the aforementioned number of shares owned are as follows.
The Master Trust Bank of Japan, Ltd. (Trust Account)
64,846 thousand shares
Custody Bank of Japan, Ltd. (Trust Account)

23,248 thousand shares

2. Although the Company holds 21,600 thousand of its own shares as treasury shares, it is excluded from the above list of major
shareholders.

- 38 -

3. Although the publicly available Substantial Shareholding Report dated November 19, 2015 shows that BlackRock Japan Co., Ltd. and5 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, 2022, so this is not included in the above Status of Major Shareholders.
The details of such Substantial Shareholding Report is as follows.
Number of shares
Shareholding ratio
held
Name
Location(%)(Thousands ofshares)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
LimitedBlackRock Fund Advisors

Dublin, Republic of Ireland JP Morgan House,
International Financial Services Center
400 Howard Street, San Francisco, California,
USA
400 Howard Street, San Francisco, California,
USA
12 Throgmorton Avenue, London, UK

1,918

0.45

5,870

1.38

5,626

1.32

976

0.23

BlackRock Institutional Trust Company,
N.A.
BlackRock Investment Management (UK)
LimitedTotal–
21,326
5.02
4. Although the publicly available Substantial Shareholding Report (amended report) dated May 21, 2020 shows that Sumitomo Mitsui
Trust Asset Management Co., Ltd. and 1 other joint holder hold 22,132 thousand shares as of May 15, 2020, the Company is unable toconfirm the exact number of shares actually held as of March 31, 2022, 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
Shareholding ratio
held
Name
Location(%)(Thousands ofshares)Sumitomo Mitsui Trust Asset
1-1-1 Shibakoen, Minato-ku, Tokyo
12,381
3.01
Management Co., Ltd.
Nikko Asset Management Co., Ltd.
Total

9-7-1 Akasaka, Minato-ku, Tokyo
–

9,751

2.37

22,132

5.38

5. Although the publicly available Substantial Shareholding Report (amended report) dated July 20, 2020 shows that Nomura AssetManagement Co., Ltd. and 1 other joint holder hold 28,763 thousand shares as of July 15, 2020, the Company is unable to confirm theexact number of shares actually held as of March 31, 2022, 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
Shareholding ratio
held
Name
Location(%)(Thousands ofshares)1 Angel Lane, London EC4R 3AB, United
NOMURA INTERNATIONAL PLC
1,567
0.38
Kingdom
Nomura Asset Management Co., Ltd.
Total

2-2-1, Toyosu, Koto-ku, Tokyo–- 39 -

27,195

6.61

28,763

6.99

6. Although the publicly available Substantial Shareholding Report (amended report) dated January 31, 2022 shows that MUFG Bank Ltd.
and 2 other joint holders hold 16,513 thousand shares as of January 24, 2022, the Company is unable to confirm the exact number ofshares actually held as of March 31, 2022, 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
Shareholding ratio
held
Name
Location(%)(Thousands ofshares)MUFG Bank Ltd.
Mitsubishi UFJ Trust and Banking
Corporation
Mitsubishi UFJ Kokusai AssetManagement Co., Ltd.

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

Total

–

7. Although the publicly available Substantial Shareholding Report (amended report) dated March 23, 2022 shows that Mizuho Bank, Ltd.
and 2 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, 2022, 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
Shareholding ratio
held
Name
Location(%)(Thousands ofshares)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

–

(7) Status of Voting Rights(i) Issued shares
As of March 31, 2022
Category

Number of shares (Shares)

Number of voting rights (Units)

Details

Shares without voting rights

–

–

–

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

–

–

–

Shares with restricted voting rights (other)

–

–

–

21,600,700–

Number of shares per unit:
100

366,701,400

3,667,014

273,492––

388,575,592

–

–

–

3,667,014–

Shares with full voting rights (treasury shares,
etc.)
Shares with full voting rights (other)
Number of less than one unit of stock

CommonsharesCommonsharesCommonsharesTotal Number of Issued Shares
Total number of voting rights
Note:

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).

- 40 -

(ii) Treasury shares, etc.

Name of shareholder

The Company

Address of shareholder

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

Total

–

As of March 31, 2022
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

21,600,700–

21,600,700

5.56

21,600,700–

21,600,700

5.56

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

- 41 -

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)

Total amount (Yen)

10,000,000

20,000,000,000––

Treasury shares acquired in the current fiscal year

4,533,000

9,999,781,500

Total number of shares and total amount remaining under the
resolution

5,467,000

10,000,218,500

54.67

50.00

4,217,700

10,000,095,552

12.49

0.00

Treasury shares acquired before the current fiscal year

Proportion not exercised as of the last day of the current fiscal year(%)
Treasury shares acquired in the current period
Proportion not exercised as of the 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 year997

2,793,579

Treasury shares acquired in the current period*

1

2,382

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,
2022 until the Annual Securities Report filing date.
(4) Status of disposal and holdings of acquired treasury shares
Current fiscal year
Category

Current period

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

Total disposal
amount(Yen)

Acquired treasury shares that were offered to subscribers

–

–

–

–

Acquired treasury shares that were cancelled

–

–

–

–

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)91

283,519––

Number of treasury shares held*2,3

21,600,721–

25,818,422–*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, 2022 until the Annual Securities Report filing date.

*2.

The number of treasury shares held in the current period does not include the change in shares due to purchases or sales of less than one
unit of stock in the period from June 1, 2022 until the Annual Securities Report filing date.

*3.

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).

- 42 -

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 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 is as follows.
Date of resolution

Total amount of dividends (Millions of yen)

November 12, 2021
Board of Directors’ resolution
May 17, 2022
Board of Directors’ resolution

Dividend per share (Yen)

8,544

23

8,440

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.

- 43 -

(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 5 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 9 members
including 5 Outside Directors and the Audit & Supervisory Board comprised a total of 5 members including 3 Outside Audit & Supervisory
Board Members. In addition, to clarify the management responsibilities in each fiscal year, the Directors’ terms of office are 1 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, decided 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:
Masaki Yamauchi (Chairperson, Chairperson of the Board of Directors), Yutaka Nagao, Kenichi Shibasaki, Haruo Kanda,
Masakatsu Mori (Outside Director), Mariko Tokuno (Outside Director), Yoichi Kobayashi (Outside Director), Shiro Sugata(Outside Director), Noriyuki Kuga (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, Mamoru Matsuno, 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)
Executive Officers:
Toshizo Kurisu, Yasuharu Kosuge, Tomoki Otani, Shinji Makiura, Atsushi Kashimoto
Full-time Audit & Supervisory Board Members:
Yoshihiro Kawasaki, Mamoru Matsunoiii. 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
Comprised of Executive Officers- 44 -

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
Convened for the purpose of deliberating the details of agenda items concerning the appointment and dismissal of Directors andExecutive Officers and the method for determining the compensation to be received by Directors and Executive Officers, and toverify the appropriateness.
(b) Chairperson and Members
Comprised of Directors elected by resolution of the Board of Directors, with a majority being Outside Directors.
Directors:
Masakatsu Mori (Outside Director), Mariko Tokuno (Outside Director), Yoichi Kobayashi (Outside Director), Shiro Sugata(Head of the Committee, Outside Director), Masaki Yamauchi, 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, 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), Mamoru Matsuno, 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, 2022 for the “Election of nine (9) 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, the Nomination and Compensation Committee, and the Audit & Supervisory Board shall be as follows.
This also describes the details of matters to be resolved (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, Kenichi Shibasaki, 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:
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
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- 45 -

iv. Nomination and Compensation Committee
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
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)(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 andits 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 ensuringthat this statement is fully understood by directors of the Company and each Group company. At the same time, directors shallperform 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 framework and risk management and shall monitor the undertakingof the Group-wide compliance and risk management. The Head of the Committee shall monitor compliance at the Company andeach Group 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 the “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 framework and risk
management of the Company and each Group company. Departments responsible for compliance framework and risk
management makes systematic efforts in collaboration with outside specialized institutions, such as 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 framework and risk management of the Company
shall oversee 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 more than once 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.

- 46 -

(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.
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. The department responsible for compliance framework and risk management of theCompany 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 to ensurecompliance 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 arepromptly 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 “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 Groupwide 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 execute withrespect 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 employees ofsubsidiaries, 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 the Company
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 & supervisoryboard 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 & supervisoryboard 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 of important- 47 -

decision-making and status of business operation, and provide necessary opinions.
(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 membersof 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 do 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.

- 48 -

(2) Status of Officers(i) List of Officers
i. The status of officers as of June 17, 2022 (the Filing Date of the Annual Securities Report) is as follows.
13 men and 1 woman (ratio of women: 7.1%)
Title

Name

Brief career summary

Term

Number ofshares held(Thousandsof shares)

Joined the Company
Executive Officer of the Company
President, Tokyo Regional Office
Executive Officer of Yamato Transport Co., Ltd.
General Manager of Human Resources and Administration, Yamato
Transport Co., Ltd.
Mar. 2007 Executive Officer of the Company
Mar. 2007 Responsible for Human Resources Strategy
May 2007 Responsible for Management Strategy
Apr. 2008 Representative Director, President and Executive Officer of Yamato
Logistics Co., Ltd.
Apr. 2011 Representative Director, President and Executive Officer of Yamato
Transport Co., Ltd.
Jun. 2011 Director and Executive Officer of the Company
Apr. 2015 Representative Director, Executive Officer and President
Apr. 2019 Chairperson of the Board of Directors (current)(Important Concurrent Positions at Other Organizations)
External Director of PERSOL HOLDINGS CO., LTD.

Note 352

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)

Note 325

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, and Legal
Strategy, and responsible for Internal Audit
Responsible for overseeing Managing Section
Representative Director of the Company (current)

Note 335

Date of birth
Apr. 1984
Apr. 2005
Apr. 2005
Nov. 2005
Nov. 2005

Chairperson of theBoard of Directors

Masaki Yamauchi

January 11, 1961

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

Representative
Director

Kenichi Shibasaki

October 16, 1955

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

Mar. 2020Feb. 2022- 49 -

TitleDirector

Name

Haruo Kanda

Term

Number ofshares held(Thousandsof shares)

Joined the Company
General Manager of Human Resources
Executive Officer
Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer, Yamato Transport Co., Ltd.
Managing Executive Officer of the Company
Representative Director and Managing Executive Officer
Representative Director and Senior Managing Executive Officer
Note 3
Responsible for Human Resources Strategy, Network Strategy, Legal
Affairs, CSR Strategy and Audit
Representative Director, Executive Officer and Vice President
Responsible for overseeing Management, Assistant to President,
Shared Value Creation
Responsible for overseeing Management, Assistant to President,
responsible for Shared Value Creation and Internal Audit
Director of the Company (current)

38

Apr. 1969 Joined Arthur Andersen & Co. (currently: Accenture Japan Ltd)May 1972 Qualified as Certified Public Accountant
Sep. 1981 Partner (business partner) of Arthur Andersen & Co. (currently:
Accenture Japan Ltd)
Feb. 1989 President of Andersen Consulting (currently: Accenture Japan Ltd)Board Member of Andersen Consulting (Global) (currently: Accenture)
Note 3Apr. 2003 Representative Director and Chairman of Accenture Japan Ltd
Sep. 2007 Corporate Advisor of Accenture Japan Ltd
Oct. 2009 President of the International University of Japan (IUJ)
Jun. 2013 Director of the Company (current)
Nov. 2013 Vice Chairman of IUJApr. 2018 Senior Advisor of IUJ (current)

17

Date of birth

Brief career summary

Jan. 1985
Apr. 2004
Aug. 2005
Nov. 2005
Jul. 2006
Apr. 2008
Jun. 2008
Apr. 2013
September 26, 1952
Apr. 2014
Apr. 2015
Apr. 2019
Mar. 2020
Apr. 2021

Director

Masakatsu Mori

January 22, 1947

(Important Concurrent Positions at Other Organizations)
Senior Advisor of the International University of Japan
Outside Director of Stanley Electric Co., Ltd.
Outside Director of Kirin Holdings Company, Limited
External Statutory Auditor of FAST RETAILING CO., LTD.

Director

Director

Mariko Tokuno

Yoichi Kobayashi

October 6, 1954

Jan. 1994 Joined Louis Vuitton Japan KK
Apr. 2002 Senior Director for Sales Administration, Louis Vuitton Japan KK
Mar. 2004 Vice President of Tiffany & Co. Japan Inc.
Aug. 2010 Representative Director and President of Christian Dior Japan KK
Sep. 2013 Representative Director, President and CEO of Ferragamo Japan KK
Note 3
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

4

July 21, 1949

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

5

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)- 50 -

Note 3

TitleDirector

Director

Name

Shiro Sugata

Noriyuki Kuga

Date of birth

November 17, 1949

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 JSR Corporation
Outside Director of Yokogawa Electric Corporation

August 25, 1955

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

Full-time Audit &Supervisory Board
MemberYoshihiro Kawasaki

November 12, 1954

Full-time Audit &Supervisory Board
MemberMamoru Matsuno

February 5, 1961

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Takashi Yamashita

Ryuji Matsuda

Brief career summary

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)

Sep. 1992 Joined Kyushu Yamato Transport Co., Ltd.
Apr. 2003 Regional Branch Manager of Kagoshima Regional Branch of Yamato
Transport Co., Ltd.
Feb. 2006 General Manager of Division of Service Quality Improvement
Apr. 2010 Executive Officer and President of Shikoku Regional OfficeJun. 2015 Audit & Supervisory Board Member of the Company
Jun. 2019 Full–time Audit & Supervisory Board Member of the Company(current)
Apr. 1981 Joined the Company
Jun. 2000 Manager of Audit Section No. 1 of Audit DivisionJun. 2002 Manager of Audit Section of Audit Division
Jul. 2006 Audit Function Manager
Apr. 2012 Audit Function Senior Manager
Apr. 2018 Attached to the President
Jun. 2018 Full–time Audit & Supervisory Board Member (current)

Term

Number ofshares held(Thousandsof shares)

Note 3–Note 30Note 49Note 5

6

February 18, 1956

Oct. 1983 Joined Asahi Accounting Company
Mar. 1987 Registered as a Certified Public Accountant
May 2003 Representative Partner of Asahi & Co. (currently: KPMG AZSA LLC)
Note 6
Aug. 2014 Established Takashi Yamashita CPA Office, Representative (current)
Jan. 2015 Registered as a 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.

April 30, 1955

Apr. 1986 Registered as Attorney at Law and Certified Public Accountant
Jul. 1992 Established Matsuda Law Office (current)
Jun. 2007 Audit & Supervisory Board Member of SQUARE ENIX CO., LTD.
Jun. 2008 Audit & Supervisory Board Member of Seika Corporation
May 2012 Auditor of the Japan Federation of Bar Associations
Note 7
Jun. 2014 Auditor of ASAHI GROUP ARTS 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- 51 -––

TitleName

Date of birth

Brief career summary

Term

Number ofshares held(Thousandsof shares)

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
Note 7Mar. 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.

0

195

Directors Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga 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 24, 2021.
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 28, 2018.
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, 2022.
The Company has introduced an executive officer system. Of the six executive officers, the following five do not concurrently serve as
Directors.
Title

Name

Executive Officer and Vice President

Toshizo Kurisu

Senior Managing Executive Officer

Yasuharu Kosuge

Senior Managing Executive Officer

Tomoki Otani

Senior Managing Executive Officer

Shinji Makiura

Managing Executive Officer

Atsushi Kashimoto- 52 -

ii. The Company has proposed the “Election of nine (9) 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, 2022, and if these agenda items areapproved 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.
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

Note 325

Joined the Company
General Manager of Accounting Division
General Manager of Finance Division
Executive Officer of the Company
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 (current)
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)
Representative Director, Executive Officer and Vice President of theCompany (current)

Note 330

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 ofshares held(Thousandsof shares)

September 29, 1960

Apr. 2019
Mar. 2020
Apr. 2021
Feb. 2022
Feb. 2022
Feb. 2022
Jun. 2022- 53 -

TitleName

Term

Number ofshares held(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
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(current)
Representative Director, Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
Representative Director, Executive Officer and Vice President of theCompany (current)
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd. (current)

Note 3

4Note 335

Mar. 2020Feb. 2022
Jun. 2022

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, and Legal
Strategy, and responsible for Internal Audit
Responsible for overseeing Managing Section
Representative Director of the Company
Director (current)

October 6, 1954

Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010
Sep. 2013
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)

Note 3

4

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

5

Date of birth

Brief career summary
Apr. 1985
Jun. 1997
Feb. 2002
Apr. 2004
May 2006
Apr. 2011

Representative
Director, Executive
Officer and Vice
President

Yasuharu Kosuge

June 21, 1961

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

Director

Director

Mariko Tokuno

Yoichi Kobayashi- 54 -

TitleDirector

Director

Director

Full-time Audit &Supervisory Board
MemberFull-time Audit &Supervisory Board
MemberName

Shiro Sugata

Noriyuki Kuga

Charles Yin

Yoshihiro Kawasaki

Tsutomu Sasaki

Date of birth

Brief career summary

November 17, 1949

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 & General Manager
President & Representative Director, 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)

Note 30

May 29, 1964

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)

Note 3–Note 49Note 512Note 6–

November 12, 1954

November 13, 1964

Sep. 1992 Joined Kyushu Yamato Transport Co., Ltd.
Apr. 2003 Regional Branch Manager of Kagoshima Regional Branch of Yamato
Transport Co., Ltd.
Feb. 2006 General Manager of Division of Service Quality Improvement
Apr. 2010 Executive Officer and President of Shikoku Regional OfficeJun. 2015 Audit & Supervisory Board Member
Jun. 2019 Full-time Audit & Supervisory Board Member of the Company(current)
Apr. 1987 Joined the Company
Apr. 2005 General Manager of TA-Q-BIN Sales Division III
Jul. 2006 General Manager of Product Development Division of Yamato
Apr. 2007
Apr. 2009
Apr. 2011
Apr. 2017
Sep. 2018
Apr. 2019
Mar. 2020

Takashi Yamashita

Number ofshares held(Thousandsof shares)

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

Apr. 2021
Apr. 2021
Feb. 2022
Jun. 2022

Audit & Supervisory
Board Member

Term

February 18, 1956

Oct. 1983
Mar. 1987
May 2003
Aug. 2014
Jan. 2015
Jun. 2017

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)
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)- 55 -

TitleName

Audit & Supervisory
Board Member

Ryuji Matsuda

Date of birth

April 30, 1955

Brief career summary
Apr. 1986
Jul. 1992
Jun. 2007
Jun. 2008
May 2012
Jun. 2014
Jun. 2020

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 (current)
Outside Audit & Supervisory Board Member of the Company (current)

Apr. 1976

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

Apr. 2006
Audit & Supervisory
Yoshihide Shimoyama
Board Member

April 24, 1956

Mar. 2008
Apr. 2015
Jun. 2020

Notes:

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

Term

Number ofshares held(Thousandsof shares)

Note 7–Note 70

128

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 to be 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 to be 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.
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- 56 -

(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 17, 2022 (the date for submission of the Annual Securities Report).
<Outside Directors>
Name

Reasons for the election of the Outside Director
Masakatsu Mori possesses abundant experience and considerable insight, particularly in the fields offinance/accounting, IT/digital technology and global business as a corporate manager. Accordingly, the Company
has determined that utilizing this insight to furnish oversight and advice on the Company’s general managementfrom a managerial standpoint, particularly regarding business execution, business strategy, financial strategy, andMasakatsu Morisustainability strategy, will contribute to enhancing our management structure and elected him as an Outside
Director.
The Company appointed Masakatsu Mori as an independent officer, as provided for under the provisions of Tokyo
Stock Exchange, Inc., and registered him as such with that exchange. Masakatsu Mori satisfies the requirements
for Criteria for Determining Independence of the Company.
Mariko Tokuno possesses abundant experience and considerable insight, particularly in the fields ofmarketing/sales and global business as a corporate manager. Accordingly, the Company has determined thatutilizing this insight to furnish oversight and advice from a managerial standpoint in addition to the standpoint ofMariko Tokuno

customers and employees, particularly regarding business execution, business strategy, and human resources
strategy, will contribute to further enhancing our management structure and 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. Accordingly, the Company has determined that

Yoichi
Kobayashi

utilizing this insight to furnish oversight and advice from a managerial standpoint, particularly regarding businessexecution, business strategy, and investment strategy, will contribute to further enhancing our management
structure and 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.

- 57 -

Name

Reasons for the election of the Outside Director
Shiro Sugata possesses abundant experience and considerable insight, particularly in the fields ofmarketing/sales, IT/digital technology and global business as a corporate manager. Accordingly, the Company
has determined that utilizing this insight to furnish oversight and advice from a managerial standpoint, particularly

Shiro Sugata

regarding business execution, business strategy, increasing productivity, and cost structure reform, will contributeto further enhancing our management structure and 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.
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. Accordingly, theNoriyuki Kuga

Company has determined that utilizing this insight to furnish oversight and advice from a managerial standpoint,
particularly regarding business execution, financial strategy, and corporate governance, will contribute to further
enhancing our management structure and 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.

<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

TakashiYamashita

on his expertise related to finance and accounting as a certified public accountant with respect to the Company’s
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

Ryuji Matsuda

his sophisticated expertise as a lawyer with respect to the Company’s audit structure.
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 todraw on his experience as a member of the Board of Directors and an Outside Audit & Supervisory Board Member

Yoshihide
Shimoyama

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.

- 58 -

Note:

As agenda items (matters to be resolved) at the Ordinary General Meeting of Shareholders of the Company held on June 23
2022, the Company proposed the “Election of Nine (9) Directors” and the “Election of One (1) Audit & Supervisory Board
Member.” The Company’s Outside Directors and Outside Audit & Supervisory Board Members are as follows.

<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. Accordingly, the Company has determined thatutilizing this insight to furnish advice on the Company’s general management from a managerial standpoint inaddition to the standpoint of customers and employees, particularly regarding business execution, business

Mariko Tokuno

strategy, and human resources strategy, will contribute to further enhancing our management structure andelected 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. Accordingly, the Company has determined that

Yoichi
Kobayashi

utilizing this insight to furnish advice on the Company’s general management from a managerial standpoint,
particularly regarding business execution, business strategy, and investment strategy, will contribute to further
enhancing our management structure and 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. Accordingly, the Company
has determined that utilizing this insight to furnish advice on the Company’s general management from amanagerial standpoint, particularly regarding business execution, business strategy, increasing productivity, andShiro Sugata

cost structure reform, will contribute to further enhancing our management structure and 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.
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. Accordingly, theNoriyuki Kuga

Company has determined that utilizing this insight to furnish advice on the Company’s general management froma managerial standpoint, particularly regarding business execution, financial strategy, and corporate governance,
will contribute to further enhancing our management structure and 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. Accordingly, the Company has determined thatCharles Yin

utilizing this insight to furnish advice on the Company’s general management from a managerial standpoint,
particularly regarding business execution and global business strategy, will contribute to enhancing ourmanagement structure and 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.

- 59 -

<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

Ryuji Matsuda

his sophisticated expertise as a lawyer with respect to the Company’s audit structure.
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 todraw on his experience as a member of the Board of Directors and an Outside Audit & Supervisory Board Member

Yoshihide
Shimoyama

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 that is a major business partner of either the Company or a Group company (hereinafter collectively referred to as the“Company”) or, if such party is a corporation or other such entity, a person who executes business thereof;

ii. A major business partner of the Company or, if such party is a corporation or other such entity, a person who executes businessthereof;iii. A consultant, accounting professional or legal professional who receives substantial monetary consideration and/or other economic
benefits from the Company besides an officer’s remuneration;
iv. A consultant, accounting professional, legal professional or other such professional who is a member of a corporation or other such
entity that provides professional services acting as a major business partner of the Company;v. A major shareholder of the Company or, if such major shareholder is a corporation or other such entity, a person who executes
business thereof;
vi. A recipient of donations from the Company or a person who executes business thereof;vii. A person who now serves or has served in the past as a Director (excluding Outside Director), Audit & Supervisory Board Member(excluding Outside Audit & Supervisory Board Member), Executive Officer, or employee of either the Company or one of its
subsidiaries;
viii. A close relative of a Director, Audit & Supervisory Board Member, Executive Officer or employee of the Company;
ix. A close relative of a person (excluding inconsequential persons) with respect to whom any of the aforementioned apply.

- 60 -

(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. Mamoru Matsuno, Full-time
Audit & Supervisory Board Member, possesses considerable insight into finance and accounting related matters through his
experience in internal auditing duties 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 hisservices 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 atother companies. The Company has assigned a dedicated person who supports the Audit & Supervisory Board Members to ensure asystem 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.
ii. Activities of Audit & Supervisory Board Members and Audit & Supervisory Board
In the fiscal year under review, the Audit & Supervisory Board held 19 meetings, made 10 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 35 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 75 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

19 of 19 meetings (100%)

Full-time Audit & Supervisory Board Member

Mamoru Matsuno

18 of 19 meetings (94%)

Outside Audit & Supervisory Board Member

Takashi Yamashita

19 of 19 meetings (100%)

Outside Audit & Supervisory Board Member

Ryuji Matsuda

19 of 19 meetings (100%)

Outside Audit & Supervisory Board Member

Yoshihide Shimoyama

19 of 19 meetings (100%)

The Audit & Supervisory Board set the following as its significant audit items: the status of decision making by Directors, the status of
how to cope with the internal control system, the status of how Group companies strengthened management, the compliance risk
management and information management systems, and the progress of main initiatives based on the three business transformations,“Reducing indirect operations and promoting digital transformation (DX) of TA-Q-BIN,” “Positioning Yamato at the center of the growing
e-commerce domain,” and “Establishment of corporate logistics business” as well as the three infrastructure transformations,“Promoting data-driven management,” “Renewal of the Group’s management systems,” and “Sustainability initiatives.”
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 97% (94% for the Full-time Audit &Supervisory Board Members and 100% for the Outside Audit & Supervisory Board Members). The Audit & Supervisory Board held
semi-annual meetings 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 withthem as necessary.

- 61 -

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 168 internal auditors within the Group. According to the annual audit plan, they audit whether the Company andGroup companies properly and efficiently execute their businesses and report the results to the Directors and Audit & Supervisory Board
Members. 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 and maintain the effectiveness ofinternal control over financial reporting in cooperation with the internal control departments of Group companies.
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 Yoshihiro Ishida
Designated Engagement Partner CPA Shinji Seki
iv. Composition of assistants who supported audit duties
The auditing team for the Company includes 13 other CPAs and 20 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- 62 -

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 in accordance with the “product quality management standards regarding
audits” (Business Accounting Council, October 28, 2005) and other relevant standards and sought explanations as necessary.
As a result, the Audit & Supervisory Board of the Company has determined that the audit firm is well qualified as its Accounting
Auditors 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. 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. Fraud risk

- 63 -

4) Details of audit fees and other mattersi. Audit fees paid to auditing certified public accountants, etc.
Fiscal year ended March 31, 2021

Fiscal year ended March 31, 2022

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)

Reportingcompany

109

26

104

25

Consolidated
subsidiaries

185

–

207

19

Total

294

26

311

44

Classification

The details of the non-audit services at the Company included advice, guidance, etc. on the “accounting standards about revenue
recognition” and others for the fiscal year ended March 31, 2021, and advice, guidance, etc. on the response to financial information
disclosures related to climate change and others for the fiscal year ended March 31, 2022.
The details of the non-audit services at consolidated subsidiaries included the advisory service related to the development of financial
products for the fiscal year ended March 31, 2022.
ii. Remuneration to the same network (Deloitte) as the auditing CPAs, etc.
(Excluding i.)
Fiscal year ended March 31, 2021
Classification
Reportingcompany
Consolidated
subsidiaries
Total

Fiscal year ended March 31, 2022

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)

–

265

–

99

98

16

118

77

98

282

118

176

The details of the non-audit services at the Company included the advisory service related to the reorganization of the Group’s
organization for both the fiscal year ended March 31, 2021, and that ended March 31, 2022.
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, 2021, and that ended March 31, 2022.
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.

- 64 -

(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)
Categories of
Directors (andother officers)

Total amount by type of remuneration(Millions of yen)

Total amount of
remuneration(Millions of yen)

Basic remuneration

Performance-linked

Non-monetary

remuneration

remuneration, etc.

Number of eligible
Directors (and otherofficers) (persons)

Directors

383

248

135

–

4

Outside Directors

73

73

–

–

5

48

48

–

–

2

33

33

–

–

3

Audit &
Supervisory
Board Members
Outside Audit &Supervisory
Board Members

2) Total amount of remuneration, etc. to those whose total remuneration, etc. was 100 million yen or more
Total amount of
remuneration,
etc.
(Millions of yen)

Name

Yutaka Nagao

107

Category of
Directors (orother officers)

Category ofcompanies

Director

Reportingcompany

Total amount by type of remuneration(Millions of yen)
Basic remuneration

Performance-linked

Non-monetary

remuneration

remuneration, etc.

42

–

65

Note: This describes only those whose total remuneration, etc. was 100 million yen or more.
3) Policy for determining performance-linked remuneration (variable remuneration)i) Previous executive remuneration system (applied from April, 2021, to June, 2021)
As benchmarks pertaining to performance-linked remuneration, the Company uses operating profit to better link remuneration tocorporate performance and also to achieve greater transparency and objectivity.
The Company makes decisions on performance-linked remuneration (variable remuneration) using the calculation formula below.
<Formula for calculating performance-linked remuneration>[Consolidated operating profit × percentage share of operating profit*1 × percentage share by rank and title*2 + extra allowanceamount*3]*1. Percentage share of operating profit: Varies depending on achievement of targets for consolidated operating profit
Achievement of target 100% or more = 0.15%; from 90% to less than 100% = 0.10%; less than 90% = 0.00%*2. Percentage share by rank and title: Varies in the range of 20% to 34% depending on rank and title*3. Extra allowance amount: consolidated operating profit × 0.05% share of extra allowance × 60% share for Directors
The amount calculated using this formula serves as the basis for extra allowance allocations made upon havingassessed the extent to which targets have been achieved on an individual basis.
The consolidated operating profit for the fiscal year ended March 31, 2020, served as a benchmark for determining
performance-linked remuneration paid in the fiscal year ended March 31, 2022. The operating profit target for the fiscal
year ended March 31, 2020, was 72,000 million yen, and the actual operating profit was 44,701 million yen.
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 April 2021 through June 2021.
ii) New executive remuneration system (applied from July 2021 to March 2022)
For the benchmark for determining short-term performance-linked remuneration, the Company has calculated the amount of individual
remuneration based on the achievement of quantitative performance indicators of “The Group’s consolidated operating revenue,” “TheGroup’s consolidated operating profit,” “The Group’s consolidated profit” and the achievement of the individual’s mission, evaluatedby the individual’s mission progress and role satisfaction, in order to have a better link with the Company’s performance and improve
the transparency and objectivity of the remuneration.
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 2021 through June 2022.

- 65 -

<Formula for calculating performance-linked remuneration>
Variable

Indicator rate on

Performance indicator

remuneration

Actualeach Director

TargetAchievement
rate(Millions of yen) (Millions of yen)i. The Group’s consolidated operating〇

revenue
Short-term
performance30%

ii. The Group’s consolidated operating profit

indicator

1,695,900

1,623,000

104.5

92,10060,000153.5

56,70030,000

189.0

〇
30%
〇

iii. The Group’s consolidated profit

30%〇

iv. Mission evaluation (individual)

%

10%

–

[(Achievement rate of i. x 0.3 + Achievement rate of ii. x 0.3 + Achievement rate of iii. x 0.3)
+ Mission evaluation (individual) 10% maximum]<Reference> Relationship between target achievement rate and payment rate

<Payment rate>
Maximum 150%
Standard 100%
Minimum 0.25%<Payment rate>
Maximum 150%

Standard 100%

Minimum 0.25%<Achievement rate>
Maximum 120%
Standard 100%
<Achievement rate>
Minimum 60.1%

Minimum 60.1%
Standard 100%
Maximum 120%

* If the achievement rate is less than 60%, the payment rate shall be
zero.

Achievement rate on performance indicators in 2021 134.1%(i.104.5% × 0.3 + ii.153.5% × 0.3 + iii.189.0% × 0.3)
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 basic 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 performance-linked remuneration paid to Directors (excluding
Outside Directors) shall amount to not more than 245 million yen per year. The Company has deemed that these are competitive
remuneration levels for recruiting and retaining talented persons amid its rapidly changing 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 & Supervisory Board Members with the aims of achieving transparency and vigor of Board of Director’soperations 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 800 million yen per month,
per resolution at its General Meeting of Shareholders held on June 29, 1994. The Company had four (4) Audit & Supervisory Board Members
upon approval of the resolution.

- 66 -

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.

- 67 -

ii) Remuneration structure
The Company’s remuneration for Directors consists of basic remuneration (fixed remuneration), which takes remuneration levels atother companies and other such factors into consideration, and performance-linked remuneration (variable remuneration). In addition,
remuneration for Audit & Supervisory Board Members and Outside Officers consists exclusively of basic remuneration due to thenature of their functional roles.
iii) Policy for determining basic remuneration (fixed remuneration)
Basic remuneration (fixed remuneration) is determined in accordance with rank and title and based on responsibilities, upon having
considered remuneration 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 remuneration) and short-term performance-linked remuneration (variable
remuneration) as monetary sums on a monthly basis encompassing twelve equal installments annually.
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 Board of Directors decides the amounts of basic remuneration(fixed remuneration) and short-term performance-linked remuneration (variable remuneration) for individual Directors after deliberations
by the Nomination and Compensation Committee, which Independent Outside Directors occupy the majority of its membership and ischaired by one of the Independent Outside Directors, regarding the amount of compensation for individual Directors and details of its
calculation in advance and taking into consideration their findings so that it will assess each of the Directors while taking factors such as
Company-wide business results into consideration.
7) Others
The Company is to make payment of its medium- to long-term performance-linked remuneration under its performance-linked and sharebased remuneration system (share-based remuneration), approved per resolution at its General Meeting of Shareholders held on June23, 2020. The Company will accordingly make calculations based on performance benchmarks for the fiscal year ended March 31, 2022,
and grant points (1 point corresponds to 1 share) in June 2022. Per resolution, such remuneration shall amount to not more than 173
million yen per year.
In addition, a certain percentage of the monetary remuneration shall be allocated to the purchase of shares of the Company through the
Officers and Executives’ Shareholding Association.
In the fiscal year ended March 31, 2022, in order to realize a highly objective and transparent process, the Company held 5 meetings of
the Nomination and Compensation Committee with the participation of all members, and carried out deliberations in advance regarding
the amount of compensation for individual Directors and details of its calculation based on the policy for determining remuneration andother compensation for individual Directors as activities by the Nomination and Compensation Committee for the processes fordetermining remuneration and other compensation for individual Directors in the fiscal year ended March 31, 2022. The decision wasmade by the Board of Directors based on the report by the Nomination and Compensation Committee.

- 68 -

(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, 2022, at the Board of Directors meeting held on January 20, 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, 2022, the Company sold the shares of four issues (part of the shares of one issue).
ii. Number of issues and carrying amount on balance sheet
Number of
Total carrying amount on balanceissuessheet (Millions of yen)
(Issues)
Unlisted shares

9

2,305

Shares other than those notlisted23

18,524(Issues whose number of shares increased during the fiscal year under review)
Number of
Total acquisition cost associatedissueswith increase in number of shares(Issues)(Millions of yen)
Unlisted shares

3

1,740

Shares other than those notlisted––(Issues whose number of shares decreased during the fiscal year under review)
Number of Total sale amount associated withdecrease in number of sharesissues(Issues)(Millions of yen)
Unlisted shares––

Shares other than those notlisted4

12,634- 69 -

Reason for increase in number of shares
New acquisition of shares for development oftransportation network and other purposes–

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, 2022
March 31, 2021
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

3,349

3,357

For maintaining and developing the transportation
network

206,200

836,800

For maintaining and developing the transportation

2,218

3,158

1,075,268

1,075,268

1,806

2,772

187,000

187,000

1,332

984

781,349

781,349

1,224

1,249

137,700

137,700

1,159

1,134

802,000

802,000

893

ANA HOLDINGS INC.

Nippon Yusen Kabushiki Kaisha*2

Palantir Technologies Inc.

network

For accelerating digital data-driven management

Tokio Marine Holdings, Inc.

For facilitating insurance transactions, etc. needed
for business activities

Yes

Yes

No

No

For conducting stable and smooth financialtransactions

No

For maintaining and developing the transportation
network

Yes

Yes

1,236

For maintaining and developing the transportation
network

906,000

906,000

For maintaining and developing medium and long-

876

704

219,700

219,700

662

640

JGC HOLDINGS

451,528

451,528CORPORATION

661

612

226,000

226,000

650

524

581,000

581,000

579

610

245,000

245,000

573

617

133,393

133,393521

534

150,000

150,000

453

774

Mizuho Financial Group, Inc.

NIPPON EXPRESS HOLDINGS,
INC.*3

SEINO HOLDINGS CO.,LTD.

Isetan Mitsukoshi Holdings Ltd.

Oisix ra daichi Inc.

Dai Nippon Printing Co., Ltd.

J. FRONT RETAILING Co., Ltd.

Kewpie Corporation

Sumitomo Mitsui Financial Group,Inc.

RAKSUL INC.

- 70 -

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

No

No

Yes

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

Yes

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

No

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

Yes

No

No

Issue name

Mitsubishi UFJ Financial Group,Inc.

Fiscal year ended Fiscal year ended
March 31, 2022
March 31, 2021
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)
483,400

483,400

367

286

360,000

360,000

281

345

535,000

535,000

245

268

161,500

161,500

240

253

208,000

208,000

201

274

19,95019,950107

84

For facilitating insurance transactions, etc. needed
for business activities

16,80016,800For maintaining and developing medium and long-70

84

31,72831,728Rengo Co., Ltd.

ENEOS Holdings, Inc.

KAJIMA CORPORATION

Rakuten Group, Inc.
*4

Sompo Holdings, Inc.

Suzuki Motor Corporation

MITSUMURA PRINTING Co., Ltd.
46

57

Astellas Pharma Inc.

–

3,047,000

*5

–

5,185

–

245,500–

179–

16,516–69

Keiyo Co., Ltd.*5

OKAMOTO INDUSTRIES, INC.*5*1.

For conducting stable and smooth financialtransactions
For facilitating business activities through stablesupplyFor facilitating business activities through stablesupplyFor facilitating business activities through stablesupplyFor maintaining and developing medium and longterm business relationships in the Corporate

No

Yes

No

Yes

No

Business Unit, etc.

term business relationships in the Corporate
Business Unit, etc.
For facilitating business activities through stablesupply

No

Yes

Yes

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

No

No

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

No

Business Unit, etc.

The quantitative shareholding effect is not described because it falls under business confidentiality. At the Board of Directors meeting heldon January 20, 2022, the Company examined the trading-related profit, dividend income, and evaluation difference amounts, verified theirrelationship with the Group’s business developments 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 Company sold part of the shares during the fiscal year ended March 31, 2022.
On January 4, 2022, NIPPON EXPRESS CO., LTD. established NIPPON EXPRESS HOLDINGS, INC. as a pure holding company (wholly-*4.

owned parent company) and transferred its shares to the holding company.
On April 1, 2021, Rakuten, Inc. changed its trade name to Rakuten Group, Inc.

*5.

The Company sold the shares during the fiscal year ended March 31, 2022.
3) Investment shares owned for a pure investment purpose
Not applicable- 71 -

4) Investment shares whose purpose was changed from a pure investment purpose to any other purpose during the fiscal year ended
March 31, 2022
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, 2022
Not applicable- 72 -

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 “Ordinance on Terminology, Forms, andPreparation Methods of Consolidated Financial Statements” (Ordinance of the Ministry of Finance 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” (Ordinance of the Ministry of Finance 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 previsions of Article 193-2, paragraph (1) of the Financial Instruments and Exchange Act, the consolidated financial statementsof the Company for the consolidated fiscal year (April 1, 2021, to March 31, 2022) and the financial statements for the 157th fiscal year of theCompany (April 1, 2021, to March 31, 2022) 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.

- 73 -

1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements(i) Consolidated balance sheet(Millions of yen)
As of March 31, 2021

As of March 31, 2022

AssetsCurrent assets
Cash and deposits

241,523

182,644

Notes and accounts receivable - trade
Notes and accounts receivable - trade, and contract
assets212,766－－*1 218,922

Accounts receivable - installment

45,64348,055Merchandise and finished goods

392

186

Work in process

117

167

Raw materials and supplies

1,770

1,861

Other

27,50830,462

Allowance for doubtful accounts(1,341)(1,456)

Total current assets

528,379

480,844367,718

376,844

Accumulated depreciation(214,421)(219,830)

Buildings and structures, net

153,296

157,01373,923

77,631

Accumulated depreciation(54,255)(56,029)

Machinery and equipment, net

19,66821,601

199,976

197,104(185,268)(171,897)

14,70825,207

Land

174,140

179,650

Leased assets

36,64539,653

Accumulated depreciation(10,467)(11,286)

Leased assets, net

26,17828,366

Construction in progress

6,345

3,165

Other

56,76559,988

Accumulated depreciation(44,791)(45,114)

Other, net

11,974

14,873406,312429,878

Software

22,082

38,588

Other

7,472

7,058

Total intangible assets

29,55545,646

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

Machinery and equipment

VehiclesAccumulated depreciation
Vehicles, net

Total property, plant and equipment
Intangible assets- 74 -

(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Investments and other assets
Investment securities*2 52,231*2 47,972

Long-term loans receivable

6,719

6,162

Leasehold deposits

20,121

20,519156

1545,62554,197Retirement benefit asset
Deferred tax assets
Other

2,269

3,229

Allowance for doubtful accounts(1,379)(1,611)

Total investments and other assets

125,744

130,484

561,612606,010

1,089,991

1,086,854

Notes and accounts payable - trade153,860

165,346

Short-term borrowings

34,00015,000

Lease liabilities

5,054

4,850

Income taxes payable

32,09914,395

Total non-current assets
Total assets
Liabilities
Current liabilities

Deferred installment income

4,781

4,714

Provision for bonuses

40,17338,942Other

119,401*3 109,558

Total current liabilities

389,369

352,807

26,09826,038Non-current liabilities
Lease liabilities
Deferred tax liabilities

5,194

1,913

Retirement benefit liability

71,834

94,141

Other

13,207

13,719Total non-current liabilities

116,334

135,814505,704

488,621

Total liabilities- 75 -

(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Net assets
Shareholders’ equity
Share capital

127,234

127,234

Capital surplus

36,81336,813Retained earnings

431,571464,494

Treasury shares(39,549)(49,551)

Total shareholders’ equity

556,070

578,991

Valuation difference on available-for-sale securities

15,883

11,498Foreign currency translation adjustment(1,316)(513)

Remeasurements of defined benefit plans

5,730

565

Total accumulated other comprehensive income

20,297

11,551

7,919

7,690

584,287

598,233

1,089,991

1,086,854

Accumulated other comprehensive income

Non-controlling interests
Total net assets
Total liabilities and net assets- 76 -

(ii) Consolidated statement of income and consolidated statement of comprehensive income
Consolidated statement of income(Millions of yen)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Operating revenue

1,695,867*1 1,793,618

Operating costs

1,538,524

1,654,085

Operating gross profit

157,342

139,532

Selling, general and administrative expenses
Personnel expenses

29,12327,498Provision for bonuses

1,256

1,084

Retirement benefit expenses

1,197

711

Commission expenses

13,314

10,895

Taxes and dues

10,317

10,133

Provision of allowance for doubtful accounts

715

815

Depreciation

3,015

2,529

Other

8,733

10,460*2 65,220*2 62,333

92,121

77,199Interest income

222

192

Dividend income

932

1,369

Gain on sales of vehicles

238

355

Gain on investments in investment partnerships

231

4,510

Electric vehicle subsidies

656

－

Other

1,534

2,190

Total non-operating income

3,816

8,618

Interest expenses

741

785

Share of loss of entities accounted for using equity method

766

242

Other

409

459

Total non-operating expenses

1,917

1,487

94,01984,330*3 712*3 3Gain on sale of investment securities

38

15,312Gain on liquidation of subsidiaries

－

1,210

Gain on transition of retirement benefit plan

－

1,419

Penalty income

124

55

Other

100

37

Total extraordinary income

975

18,038

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- 77 -

(Millions of yen)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Extraordinary losses
Loss on retirement of non-current assets*4 409*4 360

Impairment losses*5 876*5 2,420

Loss on sale of investment securities

－

3,104

Loss on valuation of investment securities

372

48

Loss on revision of retirement benefit plan－

14,999Provision of allowance for doubtful accounts

363

190

Loss associated with measures to address COVID-19

1,163

－

Other

50

206

3,235

21,328

Profit before income taxes

91,75981,040

Income taxes-current

38,25129,293

Income taxes-deferred(3,426)(5,324)

Total income taxes

34,82523,968

Profit56,93457,071233

1,115

56,70055,956

Total extraordinary losses

Profit attributable to non-controlling interests
Profit attributable to owners of parent- 78 -

Consolidated statement of comprehensive income(Millions of yen)
Fiscal year ended
March 31, 2021
ProfitFiscal year ended
March 31, 2022

56,93457,071

Valuation difference on available-for-sale securities

7,926(5,415)

Foreign currency translation adjustment

(994)

793

Remeasurements of defined benefit plans, net of tax

9,421(5,282)

3

108* 16,357* (9,795)

73,29247,276

72,84947,210442

66

Other comprehensive income

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- 79 -

(iii) Consolidated statement of changes in equity
Fiscal year ended March 31, 2021
(Millions of yen)
Shareholders’ equity

Balance at beginning of
periodShare capital

Capital surplus

Retained earnings

Treasury shares

Total shareholders’equity127,234

36,813441,746(54,770)551,024

Changes during period
Dividends of surplus
Profit attributable to ownersof parent
Purchase of treasury
sharesCancellation of treasury
sharesNet changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period(15,959)(15,959)

56,70056,700(35,694)(35,694)(50,915)

50,915－－－(10,175)

15,221

5,046

127,234

36,813

431,571(39,549)

556,070

Accumulated other comprehensive income
Valuation
Foreign currency
difference ontranslation
available-for-saleadjustment
securities
Balance at beginning of
period8,157

Remeasurementsof defined benefit
plans

(317)

(3,692)

Total accumulated Non-controlling
Total net assets
otherinterests
comprehensive
income
4,148

7,662

562,835

Changes during period
Dividends of surplus
Profit attributable to ownersof parent
Purchase of treasury
sharesCancellation of treasury
sharesNet changes in items otherthan shareholders’ equity(15,959)
56,700(35,694)
－
7,726

(999)

9,422

16,148257

16,405

Total changes during period

7,726

(999)

9,422

16,148257

21,452

Balance at end of period

15,883(1,316)

5,730

20,297

7,919

584,287- 80 -

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

Balance at beginning of
periodCumulative effects ofchanges in accounting
policies
Restated balance

Share capital

Capital surplus

Retained earnings

Treasury shares

Total shareholders’equity127,234

36,813

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- 81 -

(iv) Consolidated statement of cash flows(Millions of yen)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Cash flows from operating activities
Profit before income taxes

91,75981,040Depreciation

48,89735,570

Impairment losses

876

2,420

Increase (decrease) in retirement benefit liability

1,941

21,822

Increase (decrease) in provision for bonuses

4,375

(757)

Interest and dividend income(1,154)(1,561)745

785Interest expenses
Share of loss (profit) of entities accounted for using equity
methodLoss (gain) on sale of non-current assets

766

242

(663)

0

Loss on retirement of non-current assets

409

360

Loss (gain) on sale of investment securities(38)(12,208)

Loss (gain) on valuation of investment securities

372

48

(24,966)(13,433)

Decrease (increase) in trade receivables
Decrease (increase) in inventories

1,516

144

Increase (decrease) in trade payables

10,026

11,536

Other, net

13,900(28,261)

Subtotal

148,767

97,748Interest and dividends received

1,285

1,784

Interest paid

(741)

(778)

Income taxes paid

(25,389)(46,738)

Net cash provided by (used in) operating activities

123,92152,016

Payments into time deposits(397)(2,040)

Proceeds from withdrawal of time deposits

730

270

Purchase of property, plant and equipment

Cash flows from investing activities(32,074)(40,778)

Proceeds from sale of property, plant and equipment

2,083

348

Purchase of investment securities(793)(5,690)99

18,872*2 (484)*2 (7,313)

Proceeds from sale of investment securities
Payments for sale of shares of subsidiaries resulting inchange in scope of consolidation
Loan advances(4,783)(5,574)

Proceeds from collection of loans receivable

97,819

6,556

Other payments(19,228)(27,945)

Other proceeds

1,105

4,351

Net cash provided by (used in) investing activities

44,078(58,943)- 82 -

(Millions of yen)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Cash flows from financing activities
Net increase (decrease) in short-term borrowings(50,000)(5,000)

Repayments of lease liabilities(5,903)(5,662)

Repayments of long-term borrowings(5,500)(14,000)

Redemption of bonds(10,000)－

Purchase of treasury shares(35,707)(10,057)

Dividends paid

(15,950)(19,670)

(188)

(70)

2

5

(123,247)(54,456)

(129)

701

Net increase (decrease) in cash and cash equivalents

44,622(60,681)

Cash and cash equivalents at beginning of period

196,662

241,284*1 241,284*1 180,603

Dividends paid to non-controlling interests
Other, net
Net cash provided by (used in) financing activities
Effect of exchange rate change on cash and cash equivalents

Cash and cash equivalents at end of period- 83 -

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: 30
Major consolidated subsidiaries are described in “I. Overview of the Company 4. Status of Subsidiaries and Associates.”
Effective from the beginning of the fiscal year under review, Yamato Global Express Co., Ltd., Yamato Logistics Co., Ltd., Yamato
Global Logistics Japan Co., Ltd., Yamato Packing Service Co., Ltd., Yamato Packing Technology Institute Co., Ltd., Yamato
Financial Co., Ltd. and Yamato Management Service Co., Ltd. have been excluded from the scope of consolidation given that they
have ceased to exist as a result of an absorption-type merger in which Yamato Transport Co., Ltd. is the surviving company. In
addition, YAMATO (CHINA) CO., LTD. and Yamato Home Convenience Co., Ltd. have also been excluded from the scope of
consolidation due to the conclusion of liquidation and partial transfer of shares, respectively.
(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: 22
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, Yamato Home Convenience Co., Ltd. has been included in the scope of the equity
method, having been excluded from the scope of consolidation upon partial transfer of its shares. SCG YAMATO EXPRESS CO.,LTD. and GUANGZHOU WISEPOWER TRANSPORTATION & DISTRIBUTION GROUP CO., LTD. were excluded from the scopeof the equity method as their shares were disposed of.
(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,
2021, and March 31, 2022, which is the consolidated closing date.

- 84 -

4. Accounting policies(1) Valuation basis and methods for significant assets
1) 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 in the moving-average method)
Stocks and other securities with no market priceStated at cost using the moving-average method.
Investments in the limited partnership for investment partnerships and similar partnerships(Securities deemed to be securities pursuant to Article 2, Paragraph 2 of the Financial Instruments and Exchange Act)The net amount of the Company’s interest in the partnership is incorporated based on the most recent financial statements
available, according to the reporting date stipulated in the partnership agreement.
2) 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
1) Property, plant and equipment (excluding leased assets)
Straight-line method
2) Intangible assets (excluding leased assets)
Straight-line method
However, software is amortized by the straight-line method over the estimated useful life (five years).
3) 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
1) 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.
2) 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.
(4) Method of accounting for retirement benefits
1) 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.
2) 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.
3) Method of accounting for unrecognized actuarial difference
Unrecognized actuarial difference is accounted for in remeasurements of defined benefit plans, after adjusting for tax effects,
under accumulated other comprehensive income of net assets.

- 85 -

(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).
1) 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.
2) 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. The Company provides logistics support services, which include the collection,
storage, packing, and delivery of cargo based on contracts with customers, and recognizes each contractually agreed-uponprocess as a performance obligation. The Company recognizes revenue for each process under the contract as thesatisfaction of the performance obligation, which is measured by the progress of the work, as the customer receives the
economic benefit of 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.

- 86 -

(Significant accounting estimates)(Impairment of non-current assets)(1) Amount recorded in the financial statements for the fiscal year under review
The following is a list of items that have been recognized in the financial statements for the fiscal year under review based on
accounting estimates and that may have a material effect on the financial statements for the following fiscal year.
(Millions of yen)
Fiscal year ended March
31, 2021

Fiscal year ended March
31, 2022

Property, plant andequipment

406,312429,878

Intangible assets

29,55545,646(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 the grouping of Yamato Transport Co., Ltd. was reviewed in consideration of the management accounting classification andthe unit used for investment decision making, among others, in accordance with the transition to a new group management
structure in the fiscal year under review, and 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 function, were classified as common 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 accounting policies)(Application of Accounting Standard for Revenue Recognition, etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant ASBJ regulations from the beginning of the fiscal year under review, and it has recognized revenue at the time the control ofpromised goods or services is transferred to the customer at the amount expected to be received upon exchange of said goods orservices. As such, whereas revenue derived from certain business transactions including transportation income involving the YamatoGroup’s mainstay service, TA-Q-BIN, was previously recognized when parcels, etc. were consigned to TA-Q-BIN, the Company will
now recognize such revenue upon satisfaction of performance obligations.
The application of the Accounting Standard for Revenue Recognition and relevant ASBJ regulations is subject to the transitional
treatment provided for in the proviso to paragraph 84 of the Accounting Standard for Revenue Recognition. The cumulative effect of
the retrospective application, assuming the new accounting policy had been applied to periods prior to the beginning of the fiscal year
under review, was added to or deducted from the opening balance of retained earnings as of the beginning of the fiscal year underreview, and thus the new accounting policy was applied from such opening balance. However, by applying the method set forth initem (1) of the supplementary provisions of paragraph 86 of the Accounting Standard for Revenue Recognition, modifications tocontracts carried out prior to the beginning of the fiscal year under review were accounted for based on the contractual terms after all
contract modifications were reflected. Consequently, this cumulative effect was added to or deducted from the opening balance ofretained earnings as of the beginning of the fiscal year under review.
In addition, “Notes and accounts receivable - trade,” which was included in “Current assets” in the consolidated balance sheet for theprevious fiscal year, is included in “Notes and accounts receivable - trade, and contract assets” from the fiscal year under review. In
accordance with the transitional treatment provided for in paragraph 89-2 of the Accounting Standard for Revenue Recognition,
figures for the previous fiscal year have not been restated in accordance with the new approach to presentation.
For the consolidated fiscal year ended March 31, 2022, as a result of this change, operating revenue decreased by 2,081 million yen,and operating costs decreased by 1,997 million yen, while operating profit, ordinary profit and profit before income taxes each- 87 -

decreased by 84 million yen. In addition, retained earnings as of the beginning of the fiscal year under review decreased by 3,343
million yen.
The impact on per share information is presented in “V. Financial Information, 1 Consolidated Financial Statements, etc., (1)Consolidated Financial Statements, Notes to Consolidated Financial Statements (Per share information).”In accordance with the transitional treatment stipulated in Paragraph 89-3 of the Accounting Standard for Revenue Recognition, we
did not present “V. Financial Information, 1 Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes toConsolidated Financial Statements (Revenue recognition)” for the previous fiscal year.

- 88 -

(Application of Accounting Standard for Fair Value Measurement)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019) and relevant
ASBJ regulations from the beginning of the fiscal year under review. In the future, the Company will furthermore apply the new
accounting policy stipulated by the Accounting Standard for Fair Value Measurement and relevant ASBJ regulations subject to thetransitional treatment provided for in paragraph 19 of the Accounting Standard for Fair Value Measurement and paragraph 44-2 ofthe “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019). In addition, this application has no impact
on the consolidated financial statements.
Furthermore, in “V. Financial Information, 1 Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes
to Consolidated Financial Statements (Financial instruments),” the Company has decided to provide notes on the breakdown of thefair value of financial instruments by level and other items. However, the Company did not present the notes with respect to theprevious fiscal year, pursuant to the transitional treatment provided for in paragraph 7-4 of the “Guidance on Disclosures about Fair
Value of Financial Instruments,” (ASBJ Guidance No. 19, July 4, 2019).
(Changes in accounting policies which are difficult to distinguish from changes in accounting estimates and changes in accounting
estimates)(Changes in depreciation method for property, plant and equipment and changes in useful life)
Effective from the beginning of the fiscal year under review, the Company and its domestic consolidated subsidiaries have changed
to the straight-line method as their depreciation method for property, plant and equipment (excluding leased assets) from the decliningbalance method previously. (However, the straight-line method has been adopted for buildings acquired on or after April 1, 1998,
excluding facilities attached to buildings, and for facilities attached to buildings and structures acquired on or after April 1, 2016.)
Overseas consolidated subsidiaries have been using the straight-line method thus far.
Based on its medium-term management plan, “One Yamato 2023,” the Yamato Group has transitioned to its “One Yamato”
management structure, which has involved transforming to a fully optimized organization structured according to customer segments
and further accelerating management. To such ends, Yamato Transport Co., Ltd. carried out absorption-type mergers and absorptiontype company splits involving seven Group companies in April 2021. In so doing, the Company and its domestic consolidated
subsidiaries reviewed their use of property, plant and equipment in Japan.
They consequently changed to the straight-line method upon having deemed that the straight-line method of allocating costs morerationally reflects the actual use of assets given that they expect their asset use in Japan to remain consistent.
In addition, the Company and its domestic consolidated subsidiaries conducted surveys on actual use of property, plant andequipment on the occasion of reviewing changes to the depreciation method of property, plant and equipment. Effective from the
beginning of the fiscal year under review, they consequently revised useful life figures of some vehicles based on more realistic,
economically feasible forecast periods. This change will apply into the future.
As a result, operating profit, ordinary profit, and profit before income taxes for the fiscal year under review were each 13,075 million
yen increased more than would have been the case using the previous method.
(New accounting standards, etc. not yet applied)・“Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31, June 17, 2021,
Accounting Standards Board of Japan)(1) Overview
The revised “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31, AccountingStandards Board of Japan) was announced on June 17, 2021. When the guidance was originally announced on July 4, 2019, ASBJ
said that it would consider revising the guidance for approximately one year because consideration for “determining fair value forinvestment trusts” would require a certain period of time for discussion with related parties and notes to fair value of “investmentsin partnerships, etc. for which the net amount equivalent to equity is reported on the balance sheet” would further require certain
consideration.
(2) Scheduled date of application
The Company expects to apply this guidance from the beginning of the fiscal year ending March 31, 2023.
(3) Effects of application of the accounting standard
The application of “Implementation Guidance on Accounting Standard for Fair Value Measurement” will have no impact on the
consolidated financial statements.

- 89 -

(Changes in presentation)(Consolidated statement of income)“Gain on investments in investment partnerships,” which was included in “Other” under “Non-operating income” in the previous fiscal
year, is separately presented in the fiscal year under review. The consolidated financial statements of the previous fiscal year have been
reclassified to reflect this change in presentation.
As a result, 1,766 million yen presented in “Other” under “Non-operating income” in the consolidated statement of income for the previous
fiscal year has been reclassified as 231 million yen in “Gain on investments in investment partnerships” and 1,534 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.
(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, 2021, and 483 thousand shares at a book value of 1,376 million yen as of March 31, 2022.
(Revision of retirement benefit plan)
In April 2021, the Company resolved to revise its retirement benefit plan in terms of accordingly changing benefit levels of the lumpsum benefit plan, with July 2021 serving as the date of revision with respect to its regulations and October 2021 serving as the dateon which the regulations take effect, and in terms of carrying out the transition of its corporate pension fund plan to a defined
contribution pension plan from the defined-benefit corporate pension plan.
For the accounting treatment associated with the transition of the Plan, the Company has applied the “Accounting for Transfer
between Retirement Benefit Plans” (ASBJ Guidance No. 1, December 16, 2016) and the “Practical Solution on Accounting for Transfer
between Retirement Benefit Plans” (ASBJ PITF No. 2, February 7, 2007).
As a result, with respect to past service costs incurred due to changes made to benefit levels of the lump-sum benefit plan, theCompany recorded a loss on the revision of the retirement benefit plan of 14,999 million yen under extraordinary losses for the fiscal
year under review. Furthermore, with respect to gains and losses arising from the transition of the corporate pension fund plan to adefined contribution pension plan from the defined-benefit corporate pension plan, the Company recorded a gain on the transition of
the retirement benefit plan of 1,419 million yen under extraordinary income.
The detailed information is presented in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated
Financial Statements, Notes to Consolidated Financial Statements (Retirement benefits).”- 90 -

(Consolidated balance sheet)*1

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

Notes receivable - trade

1,242

Accounts receivable - trade186,762

Contract assets
*2

4,688

The amounts of “Investment securities” invested in unconsolidated subsidiaries and affiliates are as follows:(Millions of yen)
As of March 31, 2021

Investment securities*3

As of March 31, 2022

12,22814,030

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

Contract liabilities

12,887(Consolidated statement of income)*1

Revenue from contracts with customers
The Company does not separately present revenues from contracts with customers and other revenues. 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 thatbreaks 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, 2021

Research and development expenses*3

Fiscal year ended
March 31, 2022
4,628

3,428

Gain on sales of non-current assets is as follows:(Millions of yen)
Fiscal year ended
March 31, 2021

Land

*4

Fiscal year ended
March 31, 2022
701

Vehicles

2

Land

1

Loss on sales of non-current assets is as follows:(Millions of yen)
Fiscal year ended
March 31, 2021

Buildings and structures

Fiscal year ended
March 31, 2022
189

- 91 -

Buildings and structures

190

*5

Amount of impairment losses
Fiscal year ended March 31, 2021
Use of asset

Idle assets, etc.

Type of asset
Other intangible
assets and others

RegionHead Office of Yamato Transport Co., Ltd.
(Chuo-ku, Tokyo) and 10 other locations(Millions of yen)Amount of
impairment losses
876

Setting the asset groups as the management accounting classification criteria and the unit used for investment decision making, theCompany conducted the grouping for Yamato Transport Co., Ltd. mainly based on directly supervised branches, major branches, and allbase branches. For the Company and the other consolidated subsidiaries, the grouping is based on the business divisions.
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 idle assets of Yamato Transport Co., Ltd. and 10 otherpremises, and it decreased the book value of the relevant asset group to the recoverable value and posted the relevant decrease of 876
million yen to extraordinary losses as impairment losses.
A main breakdown of this decrease shows that 331 million yen was attributable to other intangible assets, 213 million was attributable tosoftware, and 142 million yen was attributable to leased assets.
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 5.96%. 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, 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 grouping of Yamato Transport Co., Ltd. was reviewed in consideration of the management accounting classification and the unit used
for investment decision making in accordance with the transition to a new group management structure in the fiscal year under review, andthe 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.

- 92 -

(Consolidated statement of comprehensive income)*

Reclassification adjustments and tax effects relating to other comprehensive income
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

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

10,486

Reclassification adjustments

Millionyen

10,727(71)(19,124)

Before tax effects adjustments

10,415(8,397)

Tax effects(2,488)2,982

Valuation difference on available-for-salesecurities

7,926(5,415)

(994)
－

1,436

(994)

793

9,435
3,901

(1,528)(5,981)

Before tax effects adjustments

13,337(7,509)Tax effects(3,915)

2,227

9,421

(5,282)

1
2

111
(2)

3

108

16,357(9,795)

Foreign currency translation adjustment
Amount arising during the year
Reclassification adjustments
Foreign currency translation adjustment(642)

Remeasurements of defined benefit plans, net of tax
Amount arising during the year
Reclassification adjustments

Remeasurements of defined benefit plans, net oftax
Share of other comprehensive income of entities
accounted for using equity method
Amount arising during the year
Reclassification adjustments
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income- 93 -

Millionyen

(Consolidated statement of changes in equity)
Fiscal year ended March 31, 2021
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*1

411,339－

22,764

388,575

Total

411,339－

22,764

388,575

Common shares*2

26,124

14,19022,764

17,550Total

26,124

14,19022,764

17,550Treasury shares

Notes: 1. The decrease of 22,764 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 end of the fiscal year under review).
The increase of 14,190 thousand shares of treasury shares of common shares is due to the purchase of 13,706 thousand treasury
shares by the Company and the acquisition of 483 thousand shares by the Board Benefit Trust (BBT).
The decrease of 22,764 thousand shares of common shares is due to the cancellation of treasury shares held.
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 20, 2020
Board of Directors

Common shares

10,01526

March 31, 2020

June 4, 2020

Common shares

5,944

16

September 30, 2020

December 10, 2020

October 30, 2020
Board of Directors

Notes: 1. The per-share dividend of 26 yen by the resolution on May 20, 2020, includes a commemorative dividend of 10 yen.
2. The total amount of dividends resolved by the Board of Directors on October 30, 2020, includes dividends of 7 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 of
Source ofDividend perType of(Resolution)
Record datedividends
dividends
share (Yen)shares(Millions of yen)
May 17, 2021
CommonRetained
11,14530
March 31, 2021
Board of Directors
sharesearnings
Note:

Effective dateJune 3, 2021

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).

- 94 -

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)

Decrease (Thousand
shares)Number of shares at endof the fiscal year
(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
Nov. 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 of
Source ofDividend perType of(Resolution)
Record datedividends
dividends
share (Yen)shares(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).

- 95 -

(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, 2021

Cash and deposits

241,523

Time deposits with maturity over 3 months
Cash and cash equivalents*2

Fiscal year ended
March 31, 2022
Million

182,644

yen

(238)

(2,040)241,284

180,603

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, 2021
The following is the breakdown of assets and liabilities on the sale of the shares of Yamato Lease Co., Ltd., when it ceased to bea consolidated subsidiary by the sale of its shares, and the selling price and amount of proceeds from the sale of the shares of
Yamato Lease Co., Ltd.
Current assets

93,168Non-current assets

14,054Current liabilities
Non-current liabilities(99,274)(2,820)Investment account after the sale of the shares
Gain on the sale of the shares(2,050)38

Other

Millionyen

3

Selling amount of the shares

3,118

Cash and cash equivalents(3,602)

Net: Expense by the sale

(484)

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
Incidental expense on the sale of the shares

0
(110)

Cash and cash equivalents(7,202)

Net: Expense by the sale

(7,313)- 96 -

Millionyen

(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 in-vehicle terminal equipment in delivery vehicles 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 “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.”
2. Operating lease transactions
Future lease payments to be received under non-cancellable leases of operating lease transactions(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Due within one year

5,450

7,495

Due after one year

21,07822,60826,52930,103Total- 97 -

(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.

- 98 -

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, 2021
(Millions of yen)
Carrying amount on the
consolidated balance sheet(1) Notes and accounts receivable - trade212,766

Allowance for doubtful accounts(28)
212,737

Fair value

Difference

212,753

16

39,84244,6004,758

Available-for-sale securities

35,83235,832－

Shares of affiliates

7,003

13,193

6,190(4) Short-term borrowings[34,000][33,997](2)(2) Accounts receivable - installment

45,643

Allowance for doubtful accounts:(1,020)

Deferred installment income[4,781](3) Investment securities

Notes: 1.

Items recognized as liabilities are shown in square parentheses [ ] both under Amount on the consolidated balance sheet andFair value.

2.

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 are presented after deducting allowances for doubtful accounts set up for notes andaccounts receivable - trade not payable in the short term.

4.

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

5.

The following financial instruments are not included in (3) Investment securities because no market value is available and it isextremely difficult to calculate their fair market value. The carrying amounts on the consolidated balance sheet of those financial
instruments are as follows:(Millions of yen)Classification

Amount on the consolidatedbalance sheet

Investment securities

6.

Shares of affiliates

4,358

Other

5,036

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

- 99 -

7.

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

Cash and deposits
Notes and accounts receivable trade8.

After 5 years

241,523－－

212,68580－

21,35821,9892,295

475,566

22,0702,295

Accounts receivable - installment
Total

After 1 year through 5 years

Repayment schedule of long-term borrowings after the consolidated balance sheet date(Millions of yen)
Within 1 year

Long-term borrowings

14,000After 1 year up After 2 years up After 3 years up After 4 years up
to 3 years
to 4 years
to 5 years
to 2 years－- 100 -－－－

After 5 years－

As of March 31, 2022
(Millions of yen)
Carrying amount on the
consolidated balance sheet(1) Notes, 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.

Items recognized as liabilities are shown in square parentheses [ ] both under Amount on the consolidated balance sheet andFair value.

2.

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, 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 11,256 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 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.

8.

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

Cash and deposits
Notes and accounts receivable - trade,and contract assets
Accounts receivable - installment
Total- 101 -

After 1 year through 5 years

After 5 years

182,644－－

218,88240－

22,061

22,7293,264

423,588

22,7693,264

9.

Repayment schedule of long-term borrowings after the consolidated balance sheet date
Not applicable- 102 -

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 price

Level 2 fair valueof the asset or liability formed in the active market.
Of the inputs related to the observable fair value calculation, the fair value is calculated based on inputs other thanLevel 3 fair value

the inputs used in level 1.
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－－

21,562(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

Level 2

Level 3

Total

Notes and accounts receivable - trade,and contract assets－

218,777－

218,777

Accounts receivable - installment－

46,955－

46,955

10,127－－

10,127

10,127265,733－

275,860－

15,000－15,000－15,000－15,000Investment 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.

- 103 -

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.

- 104 -

(Securities)
As of March 31, 2021
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

10,833

21,634(2) Debentures

－

－

－

(3) Other－－－

32,468

10,833

21,634

3,364

4,008

(644)

(2) Debentures

－

－

－

(3) Other

－

－

－

3,364

4,008

(644)

35,832

14,842

20,990(1) Stocks
does not exceed acquisition
cost

Difference

32,468Subtotal
Items whose carrying amount

Acquisition cost

Subtotal
Total

2. Available-for-sale securities sold during the fiscal year ended March 31, 2021
(Millions of yen)Type of asset

Sale proceeds

Total gain on sale

Total loss on sale(1) Stocks

0

－

－

(2) Debentures

－

－

－

(3) Other

15

1

－

15

1

－

Total

3. Securities for which impairment losses are recognized
During the fiscal year ended March 31, 2021, the Company recorded impairment losses on securities of 372 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.

- 105 -

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.

- 106 -

(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.
In April 2021, the Company resolved to revise its retirement benefit plan in terms of accordingly changing benefit levels of the lumpsum benefit plan, with July 2021 serving as the date of revision with respect to its regulations and October 2021 serving as the dateon which the regulations take effect, and in terms of carrying out the transition of its corporate pension fund plan to a defined
contribution pension plan from the defined-benefit corporate pension plan.
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, 2021
Balance of retirement benefit obligations at beginning of
period177,835

Fiscal year ended
March 31, 2022
Millionyen

183,858

Service cost
Interest cost

14,015
176

14,316
169

Actuarial gains and losses accrued
Retirement benefits paid

1,128
(8,966)－

1,849(9,900)14,999－(52,271)(331)(1,543)

183,858

151,477

Past service cost incurred
Decrease resulting from transition to defined contribution
pension plan
Decrease resulting from exclusion of subsidiaries fromconsolidation
Balance of retirement benefit obligations at end of period
Note:

Millionyen

Some 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, 2021
Balance of plan assets at beginning of period

98,728

Fiscal year ended
March 31, 2022
Millionyen

112,180

Expected return on plan assets

983

855

Actuarial gains and losses accrued
Contribution from employer

10,563
4,540

1,333
3,827

Retirement benefits paid
Decrease resulting from transition to defined contribution(2,243)(2,034)－(57,157)(391)(1,653)112,180

57,351

pension plan
Decrease resulting from exclusion of subsidiaries fromconsolidation
Balance of plan assets at end of period- 107 -

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, 2021

As of March 31, 2022

Millionyen

Retirement benefit obligations of funded plans

66,675

Plan assets(112,180)(57,351)

Retirement benefit obligations of unfunded plans(45,504)
117,182(44,415)
138,541

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

71,67894,126Retirement benefit liabilities
Retirement benefit assets

71,834(156)

94,141(15)

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

71,67894,126

Note:

12,935

Millionyen

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, 2021
Service cost

14,015

Fiscal year ended
March 31, 2022
Millionyen

14,316

Interest cost
Expected return on plan assets

176
(983)

169
(855)

Recognition of actuarial gains and losses
Recognition of past service cost

3,896
－

(487)
14,999－(1,419)Gain and loss resulting from transition to definedcontribution pension plan
Other
Retirement benefit cost associated with defined benefit plan

125

(76)

17,231

26,646

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, 2021
Actuarial gains and losses

13,337

Total

13,337

Fiscal year ended
March 31, 2022
Millionyen(7,509)Millionyen(7,509)(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, 2021
Unrecognized actuarial gains and losses

8,108

Total

8,108

- 108 -

Millionyen

As of March 31, 2022
405
405

Millionyen

(7) Plan assets
1) Major components of plan assets
The ratio of each major category to total plan assets is as follows:
As of March 31, 2021

As of March 31, 2022

General account

30 %

57 %

Debentures
Stocks

23
24

22
－

Other

23

21

Total

100

100

2) 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, 2021

As of March 31, 2022

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
3,060 million yen as of March 31, 2021, and 6,885 million yen as of March 31, 2022.
4. Other
The effects of the partial transfer from the defined benefit pension plan to the defined contribution pension plan in the fiscal year
under review are as follows:
Decrease in retirement benefit
obligations
Decrease in plan assets
Recognition of actuarial gains andlossesTotal

52,271(57,157)
6,306
1,419

- 109 -

Millionyen(Tax effect accounting)
1. Detailed deferred tax assets and deferred tax liabilities
As of March 31, 2021

As of March 31, 2022

Deferred tax assets
Millionyen

Provision for bonuses

12,265

Unpaid legal welfare expenses
Accrued enterprise tax

2,026
2,312

1,970
1,957

Excess allowance for doubtful accounts
Tax loss carryforwards*

492
11,593510
3,655

Retirement benefit liability
Loss on valuation of land

24,59020,75929,22820,484

Impairment losses
Loss on valuation of investment securities

4,326
1,166

3,855
1,062

Unrealized gain on non-current assets
Loss on valuation of telephone subscription rights

3,046
416

3,812
397

Other

8,250

8,679

Subtotal
Allowance for devaluation for tax loss carryforwards*

91,246(11,587)

87,486(3,651)

Allowance for devaluation for the total deductible temporary
difference, etc.

(26,637)(23,914)

Subtotal(38,224)(27,566)

Total

53,022

59,920(5,806)(2,755)(187)(6,596)(183)(4,697)(12,591)(7,636)40,431

52,284

Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for reduction entry
Other
Total
Deferred tax assets- 110 -

11,871Millionyen

*Tax loss carryforwards and amounts of their deferred tax assets by carryforward period
As of March 31, 2021
(Millions of yen)
Within 1 year

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

Tax losscarryforwards

197

307

352

117

109

10,507

11,593

Allowance fordevaluation

(197)

(307)

(352)

(117)

(109)

(10,501)(11,587)

Deferred tax assets

－

－

－

－

－

6

6

Note: Tax loss carryforwards were calculated by multiplying the statutory effective tax rate.
As of March 31, 2022
(Millions of yen)
Within 1 year
Tax loss

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

40

45

90

85

540

2,852

3,655

Allowance fordevaluation

(40)

(45)

(90)

(85)

(540)

(2,848)(3,651)

Deferred tax assets

－

－

－

－

－

4

4

carryforwards

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, 2021
Statutory effective tax rate of the reporting company’s
consolidated financial statements

As of March 31, 2022

30.6%

－

(Adjustments)
Inhabitant per capita taxes

3.4－

Difference of tax rates applied to overseas subsidiaries
Allowance for devaluation

0.1
2.6

－
－

Equity in net income of affiliates
Other

0.3
1.0

－
－

Effective rate of income taxes after application of deferred tax
accounting

38.0

－

Note:

The notes are omitted because the difference between the statutory tax rate and the effective tax rate after applying tax effectaccounting was equal to or less than 5% of the statutory tax rate in the fiscal year under review.

- 111 -

(Business combinations)(Transactions under common control, etc.)
At the Board of Directors meeting held on December 17, 2020, the Company resolved Yamato Transport Co., Ltd., a consolidated
subsidiary, to conclude the agreements on absorption-type mergers and absorption-type company splits with seven other consolidated
subsidiaries, including Yamato Logistics Co., Ltd. and Yamato Global Logistics Japan Co., Ltd. The absorption-type mergers andabsorption-type company splits were conducted on April 1, 2021.
The overview of the absorption-type mergers and absorption-type company splits is as follows.
1. Overview of transactions(1) Absorption-type merger in which Yamato Transport Co., Ltd. is the surviving company
1) Names of combined companies and their businesses
i. Surviving company
Name: Yamato Transport Co., Ltd.
Business: Small-lot transportation services for consumers and companies (such as TA-Q-BIN and Kuroneko DM-Bin)ii. Absorbed companies
Name: Yamato Global Express Co., Ltd.
Business: Small-lot transportation services for companies (such as domestic air cargo transportation business)
Name: Yamato Logistics Co., Ltd.
Business: Logistics business for companies (comprehensive support services, such as logistics business, medical productdistribution business, maintenance support service and recall support service)
Name: Yamato Global Logistics Japan Co., Ltd.
Business: International air cargo and marine freight transportation services, import/export customs clearance services,
overseas life support services like overseas moving services and the art transportation business
Name: Yamato Packing Service Co., Ltd.
Business: Packing and cargo transportation business
Name: Yamato Packing Technology Institute Co., Ltd.
Business: Research and development and sale of packing containers and materials
Name: Yamato Financial Co., Ltd.
Business: Payment services for companies and consumers (such as TA-Q-BIN Collect and online comprehensive payment
services)2) Business combination date
April 1, 2021
3) Legal form of business combination
An absorption-type merger in which Yamato Global Express Co., Ltd., Yamato Logistics Co., Ltd., Yamato Global Logistics
Japan Co., Ltd., Yamato Packing Service Co., Ltd., Yamato Packing Technology Institute Co., Ltd. and Yamato Financial Co.,
Ltd. are the absorbed companies and Yamato Transport Co., Ltd. is the surviving company.
4) Name after business combination
There is no change in the name.

- 112 -

(2) Absorption-type splits in which Yamato Transport Co., Ltd. is the successor company
1) Name of absorbed business and its details
Name of business: E-mail order solutions business of Yamato System Development Co., Ltd.
Details of business: Supports customers launching the mail order business and provides a package of systems andoperations optimized for customers to further support their business growth
Name of business: Regional control division of Yamato System Development Co., Ltd.
Details of business: Sales division
2) Business combination date
April 1, 2021
3) Legal form of business combination
Absorption-type splits in which Yamato System Development Co., Ltd. splits its businesses and Yamato Transport Co., Ltd. is
the successor of the businesses4) Name after business combination
There is no change in the name.
(3) Overview of transactions including their purposes
Based on YAMATO NEXT100, a grand design for Yamato Group’s medium and long-term management, the Group has
transitioned to a new group management structure, which has involved transforming to a fully optimized organization structured
according to customer segments and further accelerating management. Under Yamato Holdings as a pure holding company, the
new structure consists of the Retail Business Unit, which manages the Retail Business Divisions, and the Corporate Business
Unit, which manages the Corporate Business Divisions, Global SCM Business Divisions, EC Business Divisions, the Functional
Divisions and the Corporate Divisions.
2. Overview of accounting treatment implemented
The business splits were 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 forBusiness Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16, 2019).

(Business divestiture)
At its meeting held on July 20, 2021, the Board of Directors resolved to transfer 51% of the Company’s holdings of issued commonshares of its subsidiary Yamato Home Convenience Co., Ltd. (“YHC”) to ART MOVING COMPANY Co., Ltd. (“ART”). The Company
concluded the share transfer agreement on the same day. Effective from the fiscal year under review, the Company made YHC anequity method affiliate rather than its designation as a consolidated subsidiary, given that the Company holds 49% of the voting
rights in YHC, down from 100% previously as a result of the transfer of shares. ART changed its name on January 1, 2022.
The following are the details of the business divestiture.
1. Overview of business divestiture(1) Name of purchasing company
ART MOVING COMPANY Co., Ltd. (formerly ART CORPORATION)(2) Name of divested subsidiary and details of its business
Name of subsidiary: Yamato Home Convenience Co., Ltd.
Details of business: Moving business for one-person households, transportation business for large household goods, etc.

- 113 -

(3) Main reason for business divestiture
As a leading company in the moving industry, ART regards moving as a services sector endeavor and engages in various services
that align with its customers’ desires and has accordingly gained a very favorable reputation among its customers. In recent
years, ART has expanded its business domain with the aim of serving as a company that proposes solutions for achieving better
lifestyles above and beyond relocation services.
YHC enabled its customers to realize “easy and secure relocation of living space” by offering its “My Moving” simple and troublefree service for one-person households and its “Household TA-Q-BIN” service for delivery of large furniture and home appliances.
In October 2020, the two companies began looking into options for a partnership geared to providing greater convenience tocustomers in the relocation services market. Upon having considered options for roughly half a year, management determinedthat it will be possible to engage in a partnership drawing on reciprocal customer referrals along with the management resourcesof both companies. We accordingly determined that it will be possible to provide a variety of services that address the diverse
needs of customers, ranging from those with minimal belongings to those with substantial belongings, by leveraging the strengths
of both companies. We also determined that it will be possible to provide transportation services that offer higher quality andhigher efficiency by drawing on the networks of both companies.
(4) Date of business divestiture
January 17, 2022 (Deemed date of sale: March 31, 2022)(5) Legal form and other matters about transaction
Share transfer in which consideration received is only cash and other property
2. Overview of accounting treatment implemented(1) Amount of transferred gain or loss
Loss on sale of investment securities: 2,672 million yen(2) Appropriate book value of assets and liabilities associated with divested businessCurrent assets
10,654 Million yen
Non-current
assets1,265

Total assets

11,920Current liabilities

5,003

Non-current
liabilities
Total liabilities

467
5,470

(3) Accounting treatment
The Company reported the difference between the consolidated book value of the transferred shares and the transfer amount as
the “Loss on sale of investment securities” in extraordinary losses.
3. Name of reportable segment to which the divested business belonged
Other
4. Estimated profit or loss associated with the divested business on the consolidated statement of income for the fiscal year underreview
Operating revenue
33,468 Million yen
Operating loss (-)(3,012)- 114 -

(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.
3. Change in the total amount of the relevant asset retirement obligations
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022
Million

Beginning balance

8,926

Increase by purchase of property, plant and equipment

840

455

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

106
(18)

105
(137)

(Decrease by implementing the asset retirement
obligations)

(205)

(138)

Other increase (decrease)

(3)

(3)

Balance at end of period

9,646

9,927

yen

9,646

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 18 million yen in the fiscal year ended March 31, 2021, and by 137 million yen in the fiscal
year ended March 31, 2022.

- 115 -

(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(3,715)(42,690)(18,327)(64,733)

Operating revenue by segment

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
Inter-segment operating revenue ortransfers

Notes: 1.

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).

2.

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.
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.

- 116 -

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
March 31, 2022
Receivables from contracts with customers (beginningbalance)

178,323

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

188,004

Contract assets (beginning balance)

4,146

Contract assets (balance at end of period)

4,688

Contract liabilities (beginning balance)

11,444Contract liabilities (balance at end of period)

12,887

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 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 fiscal year under review, 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 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 subsidiaries apply the practical expedient in noting transaction prices allocated to the remaining
performance obligations and do not include performance obligations with original expected contractual terms of one year or lessand performance obligations for which the entity is entitled to receive consideration directly corresponding to the value to thecustomer 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 performance obligations.
The performance obligations with an initial expected term of one year or less mainly relate to courier services such as TAK-QBIN 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.

- 117 -

(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 regularly reviewed by the Board of Directors to make decisions about allocation of managerial resources and to assess theirperformance.
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 Divisions that provide delivery services to individuals and small to mid-sized corporations, the Corporate Business Unit,
which manages the Corporate Business Divisions, Global SCM Business Divisions and EC Business Divisions 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

Type of services

Retail Business Unit

Small parcel delivery services for consumers and small to mid-sized corporations

Corporate Business Unit

Transportation services for large corporations, planning and operation of logistics
centers, customs services, air cargo agency services

OthersDevelopment 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.

- 118 -

3. Information regarding the amounts of operating revenue, profit/loss, assets and other items by reportablesegment
Fiscal year ended March 31, 2021
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

Other
(Note 1)

Total

Reconciliation(Note 2)

Amount recorded inconsolidated
financial statements(Note 3)Operating revenue
Operating revenue from customers

882,536

733,190

80,1391,695,867－

1,695,867

Inter-segment operating revenue ortransfers

313,736

48,842

116,205

478,784(478,784)

－

Total

1,196,272

782,033

196,345

2,174,651(478,784)

1,695,867

Segment profit (loss)

50,80640,317

6,988

98,112(5,990)92,121

Segment assets (Note 4)

762,634

176,603

165,253

1,104,491(14,500)

1,089,991

29,291

13,6394,500

47,4301,430

48,861OthersDepreciation

Investments in entities accounted
－
430
8,602
9,032
2,158
11,190for using equity method
Increase of property, plant,
equipment and intangible assets
34,412
5,874
7,668
47,955
7,476
55,431(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 5,990 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 19,578 million yen, as well as eliminations of transactions among segments of 13,587 million yen.
(2)

3.
4.

The adjustment of negative 14,500 million yen of segment assets includes eliminations of inter-segment receivables andpayables, etc. of negative 191,757 million yen and group-wide assets of 177,256 million yen not allocated to each reportable(3)

segment.
The adjustment of 2,158 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 7,476 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 includes the543,671 million yen of segment assets of the Functional Divisions of Yamato Transport Co., Ltd. as well as the 18,587 million yen
increase in its property, plant, equipment and intangible assets- 119 -

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

Corporate Business
Unit

Other
(Note 1)

Total

Reconciliation(Note 2)

Amount recorded inconsolidated
financial statements(Note 3)Operating revenue
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

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 transportation
2.

companies).
Adjustments made are as follows.
(1)

(2)

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.
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 reportablesegment.

3.
4.

(3)

The adjustment of 5,661 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 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 includes 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 its property, plant, equipment and intangible assets.

- 120 -

4. Disclosure of changes, etc. in reportable segments(Changes in reportable segments)
Effective from the fiscal year under review, the Company has changed its classification of reportable segments to reflect its
transition to a management structure consisting of four Business Divisions (Retail, Corporate, Global SCM, and EC) and four
Functional Divisions in April 2021.
The change mainly involves a transition to a dual business unit structure consisting of the “Retail Business Unit” and the“Corporate Business Unit,” based on customer segments, from the previous six operating segment structure based on categories
of business at that time.
The segment information for the previous fiscal year ended March 31, 2021, has been prepared and presented according to the
new classification of reportable segments.
(Application of Accounting Standard for Revenue Recognition, etc.)
As stated in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, Notes
to Consolidated Financial Statements (Changes in accounting policies),” the Company has applied the “Accounting Standard for
Revenue Recognition” since the beginning of the fiscal year under review and has likewise changed its method of calculating
business segment profit or loss as a result of it having changed its accounting method for revenue recognition.
As a result, for the fiscal year under review, operating revenue and segment profit in the Retail Business Unit decreased by 51
million yen and 51 million yen, respectively, than would have been the case using the previous method; operating revenue andsegment profit in the Corporate Business Unit increased by 368 million yen and decreased by150 million yen, respectively, andoperating revenue and segment profit in Other decreased by 2,399 million yen and increased by 117 million yen, respectively.
(Changes in depreciation method for property, plant and equipment and changes in useful life)
Effective from the fiscal year under review, the Company has changed to the straight-line method as its depreciation method forproperty, plant and equipment (excluding leased assets), as stated under “V. Financial Information, 1. Consolidated Financial
Statements, etc., (1) Consolidated Financial Statements, Notes to Consolidated Financial Statements (Changes in accounting
policies).” In addition, the Company has reviewed the useful lives of some vehicles. This change will apply into the future.
As a result, for the fiscal year under review, segment profit in the Retail Business Unit, Corporate Business Unit and Other
increased by 10,994 million yen, 1,735 million yen, and 345 million yen, respectively, from using the current method.

- 121 -

[Related information]
Fiscal year ended March 31, 2021
1. Information about products and services(Millions of yen)
TA-Q-BIN

Operating revenue from customers

1,269,483

Kuroneko DM-Bin

53,009Others373,374

Total

1,695,867

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, 2022
1. Information about products and services(Millions of yen)
TA-Q-BIN

Operating revenue from customers

1,322,534

Kuroneko DM-Bin

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.

- 122 -

[Information regarding impairment losses of non-current assets by reportable segment]
Fiscal year ended March 31, 2021
(Millions of yen)
Retail Business Unit

Corporate Business
Unit

331

Impairment losses

Other

498

Total

46

876

Corporate or
eliminations

Consolidated－

876

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

Corporate Business
Unit－

Impairment losses

700

Other

1,719

Total

2,420

Corporate or
eliminations

Consolidated

－

2,420

[Information about amortization and unamortized balance of goodwill by reportable segment]
Fiscal year ended March 31, 2021
Descriptions are omitted, as the value is immaterial.
Fiscal year ended March 31, 2022
Not applicable[Information about gain on bargain purchase by reportable segment]
Fiscal year ended March 31, 2021
Not applicable
Fiscal year ended March 31, 2022
Not applicable[Related party information]
Notes to Dealings with Related Parties
Dealings between the company reporting the consolidated statement of income and the related parties
Unconsolidated subsidiaries and affiliates, etc. of the company reporting the consolidated statement of income
Fiscal year ended March 31, 2021
Type

Name

Location

CapitalMain business(Millions of yen) or profession

Affiliates

YamatoLease Co.,Ltd.

Toshima-ku,
Tokyo

30 lease

Generalbusiness

Percentage ofvoting rights
Relationship with
Dealings
holding (or held) related parties(%)
Loans forfunding
Repayment
Direct40.0 Concurrentof working
holdings
positions held
capitalby officers

Fiscal year ended March 31, 2022
Not applicable- 123 -

Dealingamount(Millions ofyen)

94,272

Balance at
Account end of period
item(Millions of
yen)

－

－

(Per share information)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Net assets per share

1,553.45 Yen

1,611.34 Yen

Basic earnings per share

151.55 Yen

151.03 Yen

Notes: 1

The Company’s shares held by the Board Benefit Trust (BBT), which are booked as the shares held in its own name in theshareholders’ equity section, are included in the shares held in its own name that are deducted from the number of shares
outstanding as of the end of the fiscal period when calculating net assets per share, and they are included in the shares held
in its own name that are deducted from the average number of shares during the period when calculating net profit per
share. The number of shares held in its own name 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 thisfiscal year. The average number of shares held in its own name during the fiscal periods that were deducted whencalculating net profit per share was 322,000 shares as of the end of the previous fiscal year and 483,000 shares as of theend of this fiscal year.
2.
3.

Diluted earnings per share are not presented since no potential shares exist.
As stated in “V. Financial Information, 1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements,
Notes to Consolidated Financial Statements (Changes in accounting policies),” the Company has applied the “AccountingStandard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and transitional measures outlined in theprovisions in Article 84 of the “Accounting Standard for Revenue Recognition.” As a result, net assets per share decreased
by 9.22 yen in this consolidated fiscal year. The impact on net profit per share is immaterial.

4.

The basis for calculating “basic earnings per share” is as follows.
Fiscal year ended
March 31, 2021

Profit attributable to owners of parent

Fiscal year ended
March 31, 2022
56,70055,956－－

Profit attributable to owners of parent concerningcommon shares (Millions of yen)

56,70055,956

Average number of common shares during the period(thousands of shares)

374,149

370,487(Millions of yen)Amounts not belonging to ordinary shareholders(Millions of yen)

(Significant subsequent events)
Not applicable- 124 -

5. Annexed Consolidated Detailed Schedules[Consolidated Detailed Schedule of Corporate Bonds]
Not applicable[Consolidated Detailed Schedule of Borrowings]
Balance atBalance at end
beginning ofof period
period(Millions of yen)
(Millions of yen)Classification

Averageinterest rate(%)

Payment due

Short-term borrowings

20,00015,0000.055－

Current portion of long-term borrowings

14,000－－－Current portion of lease liabilities

5,054

4,850

6.781

－

－

－

－

－

26,09826,0382.1482023-2043

－

－

－

－

65,15345,889－－Long-term borrowings (excluding current portion)
Lease liabilities (excluding current portion)
Other interest-bearing debt
Total
Note

The repayment schedule for lease liabilities (excluding the current portion) for five years after the consolidated balance sheet date is asfollows.

Lease liabilities

After 1 year through 2
years

After 2 years through 3
years

After 3 years through 4
years

4,329

3,255

2,198

(Millions of yen)
After 4 years through 5
years
1,527

[Consolidated Detailed Schedule of Asset Retirement Obligations]Pursuant to the provision of Article 92-2 of the Regulations on Consolidated Financial Statements, the information is omitted because
the amounts of asset retirement obligations at the beginning and end of the fiscal year ended March 31, 2022, were not more than 1%of the total of liabilities and net assets at the beginning and end of the fiscal year ended March 31, 2022.

- 125 -

(2) Other(i) Status after the closing date
Not applicable(ii) Quarterly information for the fiscal year ended March 31, 2022
Cumulative period

First quarter

Second quarter

Third quarter

Fiscal year ended
March 31, 2022

Operating revenue (Millions of yen)

419,841

865,470

1,372,386

1,793,618

Profit before income taxes (Millions ofyen)

16,23022,293

71,23981,04011,705

14,63147,77955,956

31.55

39.44

128.78151.03

Profit attributable to owners of parent(Millions of yen)

Basic earnings per share (yen)Accounting period
Basic earnings per share (yen)First quarter

Second quarter

31.55

7.89

(iii) Significant lawsuits, etc.
Not applicable- 126 -

Third quarter
89.34

Fourth quarter
22.17

2. Non-consolidated Financial Statements, etc.
(1) Non-consolidated Financial Statements(i) Non-consolidated balance sheet(Millions of yen)
As of March 31, 2021

As of March 31, 2022

AssetsCurrent assets
Cash and deposits

120,001

37,338Trade accounts receivable

* 64

* 70

Short-term loans receivable* 10,551* 3,960

Income taxes refund receivable

5,407

6,648

Other

* 1,174* 968

137,199

48,986

Total current assets
Non-current assets
Property, plant and equipment
Vehicles10

Buildings

480

1,156

Tools, furniture and fixtures

454

571

Land

5,840

6,536

Construction in progress

86

476

Other

2

45

6,866

8,787

Software

5,079

1,090

Other

2,090

1

Total intangible assets

7,170

1,091

Investment securities

29,68429,315

Shares of subsidiaries and associates

292,219

293,118

Long-term loans receivable* 40,520* 24,631

Total property, plant and equipment
Intangible assets

Investments and other assets

Other

1,637

1,709

Allowance for doubtful accounts(23,497)(2,605)

Allowance for investment loss

(1,879)(1,874)

Total investments and other assets

338,685

344,296352,722354,176

489,922403,163

Total non-current assets
Total assets- 127 -

(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Liabilities
Current liabilities
Trade accounts payable* 3,523* 583

Short-term borrowings

30,00015,000

Income taxes payable

468

391

* 155,686* 72,690

Deposits received
Provision for bonuses

186

4* 1,092* 950

190,957

89,620

Deferred tax liabilities

3,783

2,506

Provision for retirement benefits

105

118

Other
Total current liabilities
Non-current liabilities

Other

212

321

Total non-current liabilities

4,101

2,946

195,058

92,566

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

19,34046,819158,306

185,785

Treasury shares(39,549)(49,551)

Total shareholders’ equity

282,814300,291

Valuation difference on available-for-sale securities

12,04810,305

Total valuation and translation adjustments

12,04810,305294,863

310,596

489,922403,163

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- 128 -

(ii) Non-consolidated statement of income(Millions of yen)
Fiscal year ended
March 31, 2021
Operating revenue
Selling, general and administrative expenses
Operating profit

Fiscal year ended
March 31, 2022

*1 44,864*1 48,010*1, *2 23,519*1, *2 11,036

21,34436,973*1 995*1 1,465

1*1 1,521

Non-operating income
Interest and dividend income
Leasing income
Gain on investments in investment partnerships

91

4,368

*1 324*1 506

1,412

7,862

*1 46

*1 43

Facility charges

1

1,521

Other

21

66

Total non-operating expenses

70

1,630

22,686

43,205

－

9,873

3,100

－

Reversal of allowance for doubtful accounts－

496

Reversal of allowance for investment loss

－

5

Other

0

12

3,101

10,387

349

44

Other
Total non-operating income
Non-operating expenses
Interest expenses

Ordinary profit
Extraordinary income
Gain on sale of investment securities
Gain on sale of shares of subsidiaries and associates

Total extraordinary income
Extraordinary losses
Loss on valuation of investment securities
Loss on sales of shares of subsidiaries and associates－110*3 10,766

411

Provision of allowance for investment loss

59－

Loss on debt waiver

－

3,986

Other

6

150

Provision of allowance for doubtful accounts

11,181

4,703

Profit before income taxes

Total extraordinary losses

14,60748,888

Income taxes-current

1,373

1,624

Income taxes-deferred

611

94

Total income taxes

1,984

1,719

Profit12,622

47,168- 129 -

(iii) Non-consolidated statement of changes in equity
Fiscal year ended March 31, 2021
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Share capital

Legal capitalsurplus127,234

36,822Retainedearnings
brought
forward

Total retained
earnings

23,594

212,559

Dividends of surplus(15,959)(15,959)

Profit12,622

12,622(50,915)(50,915)(50,000)

50,000－

Balance at beginning of
periodTotal capitalsurplusGeneral reserve
36,822

188,965

Changes during period

Purchase of treasury
sharesCancellation of treasury
shares
Reversal of general reserve
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance at end of period

－

－

－

(50,000)(4,253)(54,253)

127,234

36,82236,822

138,965

19,340158,306

Valuation andtranslation
adjustments
Valuationdifference on
available-forsale securities

Total net assets

Shareholders’ equity
Total
Treasury shares shareholders’equityBalance at beginning of
period(54,770)

321,846

5,161

327,007

Changes during period
Dividends of surplus(15,959)(15,959)

Profit12,622

12,622(35,694)(35,694)(35,694)

50,915－－－－Purchase of treasury
sharesCancellation of treasury
shares
Reversal of general reserve
Net changes in items otherthan shareholders’ equity

6,887

6,887

Total changes during period

15,221(39,032)

6,887(32,144)

Balance at end of period(39,549)

282,814

12,048294,863- 130 -

Fiscal year ended March 31, 2022
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Share capital

Legal capitalsurplus

Other capitalsurplus127,234

36,822－Retainedearnings
brought
forward

Total retained
earnings

19,340158,306

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

Profit47,16847,168

Balance at beginning of
periodTotal capitalsurplusGeneral reserve
36,822

138,965

Changes 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- 131 -

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 the moving average method)
Stocks and other securities with no market priceStated at cost using the moving-average method.
Investments in limited liability partnerships and similar partnerships(Securities 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
Amortized 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).
3. Accounting method for provision(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, 2022.
(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.
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.
5. Other significant matters for preparing 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.

- 132 -

(Significant accounting estimates)(Valuation of shares of subsidiaries and associates)(1) Amount recorded in the financial statements for the current fiscal year under review
The following is a list of items that have been recognized in the financial statements for the fiscal year under review based on
accounting estimates and that may have a material effect on the financial statements for the following fiscal year.
(Millions of yen)

Shares of subsidiaries andassociates

As of March 31, 2021

As of March 31, 2022

292,219

293,118(1,879)(1,874)

Allowance for investment
loss(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 financial statements for the next and subsequent
periods.
(Changes in accounting policies)(Application of Accounting Standard for Revenue Recognition, etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) andrelevant ASBJ regulations from the beginning of the fiscal year under review, and it has recognized revenue at the time the control ofpromised goods or services is transferred to the customer at the amount expected to be received upon exchange of said goods orservices.
This change had no impact on the financial statements.
In accordance with the transitional treatment stipulated in Paragraph 89-3 of the Accounting Standard for Revenue Recognition, notes
related to revenue recognition for the previous fiscal year are not presented.
(Application of Accounting Standard for Fair Value Measurement)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019) and relevant
ASBJ regulations from the beginning of the fiscal year under review. In the future, the Company will furthermore apply the new
accounting policy stipulated by the Accounting Standard for Fair Value Measurement and relevant ASBJ regulations subject to thetransitional treatment provided for in paragraph 19 of the Accounting Standard for Fair Value Measurement and paragraph 44-2 ofthe “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019).
This change had no impact on the financial statements.
(Changes in accounting policies which are difficult to distinguish from changes in accounting estimates)(Changes in depreciation method for property, plant and equipment and changes in useful life)
Effective from the beginning of the fiscal year under review, the Company has changed to the straight-line method as its depreciation
method for property, plant and equipment (excluding leased assets) from the declining balance method previously used. However,the straight-line method has been adopted for buildings acquired on or after April 1, 1998 (excluding facilities attached to buildings),
and for facilities attached to buildings and structures acquired on or after April 1, 2016.
Based on its medium-term management plan, “One Yamato 2023,” the Yamato Group has transitioned to its “One Yamato”
management structure, which has involved transforming to a fully optimized organization structured according to customer segments
and further accelerating management. To such ends, Yamato Transport Co., Ltd. carried out absorption-type mergers and absorptiontype company splits involving seven Group companies on April 2021. In so doing, the Company reviewed the use of property, plantand equipment in Japan.
The Company consequently changed to the straight-line method upon having deemed that the straight-line method of allocating costs
more rationally reflects the actual use of assets given that it expects its asset use in Japan to remain consistent.
In addition, the Company conducted surveys on the actual use of property, plant and equipment on the occasion of reviewing changes
to the depreciation method of property, plant and equipment. Effective from the beginning of the fiscal year under review, the Company- 133 -

consequently revised the useful life figures of some vehicles based on more realistic, economically feasible forecast periods. Thischange will apply into the future.
As a result, operating profit, ordinary profit and profit before income taxes for the fiscal year under review each increased by 89 million
yen from using the current method.

- 134 -

(Changes in presentation)(Non-consolidated balance sheet)“Accrued expenses” in “Current liabilities,” presented separately in the previous fiscal year, is included in “Other” in the current fiscal year
because the amount became immaterial. The financial statements of the previous fiscal year have been reclassified to reflect this change
in presentation.
As a result, “Accrued expenses” of 169 million yen in “Current liabilities” is included in “Other” in the balance sheet for the previous fiscal
year.
(Non-consolidated statement of income)“Leasing income” and “Gain on investments in investment partnerships,” which were included in “Other” under “Non-operating income”
in the previous fiscal year, are separately presented in the current fiscal year. The financial statements of the previous fiscal year havebeen reclassified to reflect this change in presentation.
As a result, the 417 million yen presented in “Other” under “Non-operating income” in the non-consolidated statement of income for theprevious fiscal year has been reclassified as “Leasing income” of 1 million yen, “Gain on investments in investment partnerships” of 91
million yen and “Other” of 324 million yen.
“Facility charges,” which were included in “Other” under “Non-operating expenses” in the previous fiscal year, are separately presented
in the current fiscal year. The financial statements of the previous fiscal year have been reclassified to reflect this change in presentation.
As a result, 23 million yen presented in “Other” under “Non-operating expenses” in the non-consolidated statement of income for theprevious fiscal year has been reclassified as “Facility charges” of 1 million yen and “Other” of 21 million yen.
(Additional information)(“Stock Benefit Trust (BBT)” performance-linked stock compensation plan)
The Company has established the “Stock Benefit Trust (BBT [Board Benefit Trust]),” a performance-linked stock compensation plan, inorder to clarify the linkage between the compensation of directors (excluding outside directors) and executive officers who do notconcurrently serve as directors (“Officers”) and the Company’s business performance and stock value and also having the Officers sharenot only the benefits of higher stock prices but also the risks of lower stock prices with shareholders, thereby raising awareness ofcontributing to improving the Company’s medium- to long-term business performance and increasing its corporate value.
The outline of this plan 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.

- 135 -

(Non-consolidated balance sheet)*Monetary receivables and payables to affiliated companies are as follows.
(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Short-term monetary receivables:

10,8004,378Long-term monetary receivables:

39,282

23,328

Short-term monetary payables:

156,441

73,037

Contingent liabilities are as follows.
(Millions of yen)
As of March 31, 2021

As of March 31, 2022

Joint and several guarantee based on clearing
agreements with other transportation companies:

300

300

Guarantee of obligation for debt financing:

285

304

(Non-consolidated statement of income)*1. Volume of transactions with subsidiaries and associates is as follows:(Millions of yen)
Fiscal year ended
March 31, 2021

Fiscal year ended
March 31, 2022

Operating revenue

44,86247,873Operating expenses

4,088

3,678

Non-operating transactions

555

2,217

*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, 2021

Fiscal year ended
March 31, 2022

Personnel expenses

4,610

1,293

[Provision for bonuses (included above)]

186

4[Provision for retirement benefits (included above)]

21

14

Advertising expenses

3,012

1,054

Commission expenses

9,207

3,837

Computer expenses

3,421

1,947

Depreciation

1,476

773

*3. Provision of allowance for doubtful accounts
Fiscal year ended March 31, 2021
The provision of allowance for doubtful accounts is shown as an offset to the reversal of allowance for the investment loss in thesame transaction.

- 136 -

(Securities)
As of March 31, 2021
The fair values of the stocks of subsidiaries and affiliates are not stated because they do not have market prices and it is extremely difficult
to determine their fair values.
The carrying amounts of the stocks of subsidiaries and affiliates whose fair values are not readily determinable are as follows.
(Millions of yen)Classification

As of March 31, 2021

Shares of subsidiaries

292,090

Shares of affiliates

129

As of March 31, 2022
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 and other equity securities of subsidiaries and affiliates are as follows.
(Millions of yen)Classification

As of March 31, 2022

Shares of subsidiaries

292,989

Shares of affiliates

129- 137 -(Tax effect accounting)
1. Detailed deferred tax assets and deferred tax liabilities
As of March 31, 2021

As of March 31, 2022

Deferred tax assets
Millionyen

Provision for bonuses

57

Accrued enterprise tax
Provision for retirement benefits

81
32

43
36

762
55,085797
59,894

Loss on valuation of investment securities
Shares of subsidiaries and associates
Other
Subtotal
Allowance for devaluation
Total
Deferred tax liabilities
Valuation difference on available-for-sale securities
Other
Total
Net deferred tax assets (liabilities)

Million
yen

1

8,062

1,593

64,081(64,081)

62,367(62,367)－－(3,685)(2,313)

(97)

(192)

(3,783)(2,506)(3,783)(2,506)

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, 2021

As of March 31, 2022

Statutory effective tax rate

30.6%

30.6%

(Adjustments)
Allowance for devaluation

25.0(21.3)(64.6)
22.2(23.7)
17.9

0.4

0.0

13.6

3.5

Non-taxable dividend income
Non-deductible amount of donations
Other
Effective rate of income taxes after application of deferred tax
accounting- 138 -

(Business combination)
Transactions under common control, etc.
The same information is presented in “V. Financial Information, 1. Consolidated Financial Statements, etc. (1) Notes to Consolidated
Financial Statements (Business combinations)” and thus is 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)
Not applicable- 139 -

(iv) Annexed detailed schedules[Supplementary schedule of property, plant and equipment, etc.](Millions of yen)
Balance at
beginning of
periodIncrease

Decrease

Vehicles

1

－

0

0

0

29

Buildings

480

1,279

179

423

1,156

235

454

313

6

189

571

475

5,840

696

－

－

6,536

－

Construction in progress

86

476

86

－

476

－

Other

2

72

18

9

45

7

6,866

2,837

292

623

8,787

747

Software

5,079

402

4,062

329

1,090

627

Other

2,090

2

2,090

1

1

0

7,170

405

6,152

330

1,091

627

Classification

Asset type

Tools, furniture andProperty,plant andequipment:

fixtures
Land

Total
Intangible
assets:Total

Amortization in Balance at end
the fiscal yearof period

Accumulated
depreciation[Supplementary 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

23,497411

21,303

2,605

Allowance for investment loss

1,879

－

5

1,874

Provision for bonuses

186

4

186

4

- 140 -

(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- 141 -

VI. Outline of Share-Related Administration of the Reporting Company
Fiscal year

From April 1 to March 31

Annual General Meeting of
Shareholders

June

Record date

March 31

Record dates for dividends of surplus

September 30
March 31

Share unit

100 shares

Purchase of shares of less than one
unit and incremental buying 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.

Administrator of shareholders’register(Special account)
1–3–3, Marunouchi, Chiyoda–ku, Tokyo
Mizuho Trust & Banking Co., Ltd.

Forwarding office－

Purchase and incremental purchasefees

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

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 notice
http://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

- 142 -

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 156th term) (from April 1, 2020, to March 31, 2021)
Filed with the Director-General of the Kanto Local Finance Bureau on June 18, 2021
(2) Internal Control Report and Attachments
Filed with the Director-General of the Kanto Local Finance Bureau on June 18, 2021
(3) Quarterly Securities Reports and Confirmation LettersFirst quarter of the 157th term (from April 1, 2021, to June 30, 2021)
Filed with the Director-General of the Kanto Local Finance Bureau on August 13, 2021
Second quarter of the 157th term (from July 1, 2021, to September 30, 2021)
Filed with the Director-General of the Kanto Local Finance Bureau on November 12, 2021
Third quarter of the 157th term (from October 1, 2021, to December 31, 2021)
Filed with the Director-General of the Kanto Local Finance Bureau on February 10, 2022
(4) Extraordinary Reports
Filed with the Director-General of the Kanto Local Finance Bureau on June 28, 2021
This is an Extraordinary Report based on Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate
Information, etc.
Filed with the Director-General of the Kanto Local Finance Bureau on May 20, 2022
This is an Extraordinary Report based on Article 19, Paragraph 2, Item 9 of the Cabinet Office Ordinance on Disclosure of Corporate
Information, etc.
(5) Shelf Registration Statement
Filed with the Director-General of the Kanto Local Finance Bureau on July 1, 2021
(6) Amended Shelf Registration Statement
Filed with the Director-General of the Kanto Local Finance Bureau on May 20, 2022
(7) Share Repurchase Reports
Reporting period (from February 1, 2022, to February 28, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on March 14, 2022
Reporting period (from March 1, 2022, to March 31, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on April 14, 2022
Reporting period (from April 1, 2022, to April 30, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on May 13, 2022
Reporting period (from May 1, 2022, to May 31, 2022)
Filed with the Director-General of the Kanto Local Finance Bureau on June 13, 2022

- 143 -

Part 2

INFORMATION ON GUARANTORS, ETC., FOR THE REPORTING COMPANY
Not applicable- 144 -

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORT
June 10, 2022
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:
Yoshihiro Ishida
Designated Engagement Partner,
Certified Public Accountant:
Shinji Seki
Audit of Financial Statements
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited theconsolidated 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, 2022, and theconsolidated statement of income, consolidated statement of comprehensive income, consolidated statement ofchanges in equity and consolidated statement of cash flows for the fiscal year from April 1, 2021 to March 31, 2022,
and a summary of significant accounting policies and other explanatory information, and the consolidated
supplementary schedules.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position of the Group as of March 31, 2022, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the provisions of theCode of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of MatterAs described in “Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates and changes in accounting estimates” in notes to the consolidated financial statements, effective from thefiscal year ended March 31, 2022, Yamato Holdings Co., Ltd. and its domestic consolidated subsidiaries havechanged the depreciation method for property, plant and equipment (excluding leased assets) from the decliningbalance method to the straight-line method. However, the straight-line method has already been adopted forbuildings acquired on or after April 1, 1998 (excluding facilities attached to buildings) and for facilities attached tobuildings and structures acquired on or after April 1,2016. In addition, effective from the fiscal year ended March 31,
2022, they changed useful lives of some vehicles based on more realistic, economically feasible forecast periods andapplied this change prospectively. Our opinion is not modified in respect of this matter.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of theconsolidated financial statements of the current period. The matter was addressed in the context of our audit of theconsolidated financial statements as a 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
Key Audit Matter Description

How the Key Audit Matter Was
Addressed in the Audit

The Group provides delivery and other logistics services. As Our audit procedures related to Yamato Transport’s
described in “Significant accounting estimates” in note to the impairment assessment on its non-current assets included theconsolidated financial statements, the Group’s main assets following, among others:
subject to accounting standards related to impairment of noncurrent assets are property, plant and equipment of ¥429,878 We obtained an understanding of Yamato Transport’s overall
million and intangible assets of ¥45,646 million as of March 31, business environment through inspection of the minutes of the2022. Among these balances, property, plant and equipment Board of Directors’ meetings, management meetings, businessof ¥380,085 million, and intangible assets of ¥39,725 million execution meetings and other important approval documents,
are attributable to Yamato Transport Co., Ltd. (“Yamato and through inquiry of the departments in charge. Our
Transport”), a consolidated subsidiary. As of March 31, 2022, understanding included information on delivery unit prices,
there were indications that certain assets or asset groups of delivery volume, external delivery resources, unit commission
Yamato Transport and other subsidiaries may be impaired, and expenses, number of employees, the circumstances of labor
the Group recognized an impairment loss of ¥2,420 million.
management, and internal transfers between the divisions.
Yamato Transport grouped its four Business Divisions of We evaluated Yamato Transport’s internal controls related to
Retail, Corporate, Global SCM, and EC as the smallest cash estimating the total undiscounted future cash flows for assets
flow generating units, and classified non-current assets or asset groups when there are impairment indications. Those
associated with the four Functional Divisions and the Corporate controls include the method used by management to check theDivision as common assets.
reliability and appropriateness of the data relating to profit andloss information of assets or asset groups and significant
Yamato Transport estimates the total undiscounted future cash assumptions, such as the delivery unit prices and delivery
flows for certain assets or asset groups with indications of volume, the review and approval process of accounting
impairment such as continuous operating losses, and estimates by management at the appropriate levels.
compares the total undiscounted future cash flows per asset or
asset group to the carrying amounts in order to determine We tested the estimated undiscounted future cash flows forwhether any impairment loss should be recognized.
consistency by comparing the undiscounted future cash flows

with the next fiscal year’s budget and future management plan
The undiscounted future cash flows are estimated based on approved by the Board of Directors. In addition, we evaluatedthe future management plan approved by the Board of the accuracy of the estimates of management by comparing
Directors. The future management plan includes significant the budgets and management plan of previous years with theassumptions, such as estimated future delivery unit prices and corresponding actual results.
estimated future transaction volume. These estimates ofdelivery unit prices and transaction volume involve uncertainty Regarding the delivery volume, which is the main variablebecause such estimates can be affected by future changes in factor included in the estimates based on the future
the market.
management plan, we inquired with management regarding
the correlation between the expected level for delivery volume
While the delivery unit prices are a significant assumption, such and the pickup and delivery capacity as well as the status ofprices are based on past agreements with customers, and are negotiations with main customers regarding delivery volume.
relatively stable. However, the delivery volume involves high In addition, we compared the estimates of delivery volume withuncertainty because it is affected by the growth rate of the e available external data related to total volume of domestic
commerce (“EC”) market and the changes in the unique pickup parcel delivery market, including market share, and recent
and delivery networks established by the customers in the EC delivery volume published by peer companies. We also
business. Therefore, we have identified the estimated delivery conducted a trend analysis on the degree of growth for thevolume, which is a significant assumption used in estimating overall delivery market from historical results.
the undiscounted future cash flows and involves the subjective
Furthermore, regarding the growth rate of the EC market andjudgment of management, as a key audit matter.
the scale of unique pickup and delivery networks establishedby Yamato Transport’s customers in the EC business, which
could affect the delivery volume, we obtained audit evidence
on consumption trends in the EC market and the degree of
expansion of the scale of businesses that support thecustomer’s pickup and delivery networks in the EC business.
We then examined whether the audit evidence obtained
indicated an accounting estimate that differed frommanagement’s estimate.
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 andoperating effectiveness of the controls over the other information. The other information comprises the information
included in the Annual Securities Report, but does not include the consolidated financial statements and our auditor’sreport thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting 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 tocontinue as a going concern, disclosing, as applicable, matters related to going concern in accordance withaccounting principles generally accepted in Japan.
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 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 from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence 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 and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due tofraud 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 forour opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit inorder 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 andrelated 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 castsignificant 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’s report 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 or conditions 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 inaccordance with accounting 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 Group to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of 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, the planned 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 wehave 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 those matters that were of most significance in the audit of the consolidated financial statements of thecurrent 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 the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse 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, 2022.
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, 2022, is effectively
maintained, presents fairly, in all material 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 inJapan.
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 inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Responsibility of Management and Audit & Supervisory Board Members and Audit & Supervisory Board for Reporton Internal Control
Management is responsible for designing and operating effective internal control over financial reporting and for the
preparation and fair 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 that misstatements 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 overfinancial 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 overfinancial reporting in management’s report on internal control. The procedures selected depend on the auditor’s
judgment, including the significance of effects on reliability of financial reporting.
• Examine representations on the scope, procedures and results of the assessment of internal control over financial
reporting made by 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 remainsolely responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding, among
other matters, the planned 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 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 whereapplicable, related safeguards.
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 Group which is required to bedisclosed 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 andExchange Act of Japan for the conveniences of the reader.

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORT
June 10, 2022
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:
Yoshihiro Ishida
Designated Engagement Partner,
Certified Public Accountant:
Shinji Seki
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited thenonconsolidated financial statements of Yamato Holdings Co., Ltd. (the “Company”) included in the Financial
Section, namely, the nonconsolidated balance sheet as of March 31, 2022, and the nonconsolidated statement ofincome, and nonconsolidated statement of changes in equity for the 157th fiscal year from April 1, 2021 to March 31,
2022, and a summary of significant accounting policies and other explanatory information, and the supplementaryschedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, thefinancial position of the Company as of March 31, 2022, and its financial performance and for the year then ended inaccordance 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 those standards 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, and we have fulfilled 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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 aseparate opinion on the matter.
Valuation of shares of subsidiaries and associates
Key Audit Matter Description

How the Key Audit Matter Was
Addressed in the Audit

The Company, as a holding company of the group that provides Our audit procedures related to examining the Company’s
delivery and other logistics services, owns shares of subsidiaries valuation of shares of subsidiaries and associates included theand associates within the group. As described in “Significant following, among others:
accounting estimates” in notes to the non-consolidated financial
statements, the Company’s total assets of 403,163 million yen We evaluated the Company’s internal controls over the valuation
as of March 31, 2022 included shares of subsidiaries and of shares of subsidiaries and associates, including theassociates in the amount of 293,118 million yen, which had no reconciliation of the financial position of each of the subsidiaries
market value. The Company recorded an allowance for and associates used in the valuation with the latest financial
investment loss of 1,874 million yen on those shares some of information available, and the review and approval bywhich had the net realizable value lower than the carrying value management at the appropriate level to ensure that the valuation
during this fiscal year.
of shares of subsidiaries and associates whose net realizablevalue has significantly declined due to deterioration in the
The Company records its shares of subsidiaries and associates financial position is conducted completely and timely.
at the acquisition cost on its balance sheet. If the net realizablevalue has declined by 30% or more compared to the carrying Regarding shares of subsidiaries and associates whose net
value at the end of the fiscal year and there is not sufficient realizable value declined in comparison to the carrying value, weevidence to support the possibility that the net realizable value assessed the consistency of the business plan that supports thewill recover, the carrying value is written down to the net recoverability of the net realizable value with the next fiscal
realizable value and the difference is recorded as a loss for the year’s budget approved by the Board of Directors as well as thecurrent fiscal year. If the decline in the net realizable value is less future management plan. In addition, we assessed the estimates
than 30% of the carrying value, but the recovery in the net in the future plan for management bias by comparing therealizable value deems to take a long period of time, the budgets and management plans in the previous fiscal years with
Company records an allowance for investment loss to prepare the actual results.
for any investment loss taking into consideration the financial
position of the subsidiaries and associates and the recoverability We tested the feasibility and rationality of initiatives to expand
the business and manage costs, which were the main variablesof the carrying value of investments.
in the estimates of the future management plan by making
inquiries of management and performing a trend analysis using
The recoverability of the net realizable value is evaluated based historical results.
on the future management plan approved by the Board of
Directors, and whether the underlying business plan is feasible
and rational and 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 andoperating effectiveness of the controls over the other information. The other information comprises the information
included in the Annual Securities Report, but does not include the nonconsolidated 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 of assurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thenonconsolidated 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 Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements inaccordance with accounting 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 as a going concern, disclosing, as applicable, matters related to going concern in accordance withaccounting principles generally accepted in Japan.
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 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 awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due tofraud 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 forour opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit inorder 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 andrelated 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 castsignificant 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 thenonconsolidated 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 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 inaccordance with accounting principles generally accepted in Japan, as well as the overall presentation, structure
and content of the nonconsolidated financial statements, including the disclosures, and whether thenonconsolidated 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, the planned 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 wehave 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 those matters that were of most significance in the audit of the nonconsolidated financial statements of thecurrent 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 the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the 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 bedisclosed 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 andExchange Act of Japan for the conveniences of the reader.

[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](Jun. 17, 2022)[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, Executive Officer and 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)

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 157th term (from April 1, 2021, to March 31, 2022) were appropriate under the Financial Instruments andExchange Act and related laws and regulations.

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

[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 17, 2022

[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, Executive Officer and 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)

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”), its consolidated subsidiaries, and its equity method affiliates(collectively, the “Group”) 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 Practice Standards for Management Assessment and Audit
Concerning Internal Control Over Financial Reporting (Council Opinions)” published by the Business Accounting Council.
Internal control over financial reporting may not completely prevent or detect misstatements in financial reporting due to its inherent limitations,such as ineffective functioning caused by errors of judgment, inadvertence, collusion among multiple personnel, or because it does not always
respond to changes in the internal or external environment or atypical transactions that were not initially anticipated.

2. Matters related to scope of assessment, record date, and assessment procedures
The Group has performed the assessment of internal control over financial reporting with the record date of March 31, 2022, 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 evaluated internal controls that may have a material impact on the entire financial reporting on a consolidated
basis (“company-wide internal controls”) by questioning relevant personnel, verifying records, and other procedures, and based on the results,
we selected business processes to be assessed. In evaluating the business process, we identified the risks of misstatements due to fraud or
error by understanding the flow of transactions in the business process and then identified the key control points to reduce each risk. We evaluatedthe design and operation of these control points by reviewing relevant documents, asking questions of appropriate personnel involved in internal
control, observing operations, and examining the records of internal control implementation.
The scope of evaluation of internal control over financial reporting was determined based on the materiality of the monetary and qualitative effects
on the reliability of financial reporting. A total of 33 companies including the Company, 28 consolidated subsidiaries, and four equity-method
affiliates were included in the scope of evaluation of company-wide internal control. Two consolidated subsidiaries and 18 equity-method affiliates
were not included in the scope of evaluation of company-wide internal control because they were deemed to be insignificant in terms of monetaryand qualitative importance.
Based on the results of the above evaluation of company-wide internal control, the scope of evaluation of internal control over business processes
was determined by adding up the operating revenue (before elimination of inter-company transactions) of each business location for the previous
fiscal year beginning with the locations with the highest operating revenue (before elimination of inter-company transactions) and selecting thebusiness locations with approximately 2/3 of operating revenue on a simple aggregate basis. We also selected additional business locations ofhigh importance, making a total of three “important business locations.” For the selected important business locations, the business processes
leading to operating revenue, accounts receivable - trade, subcontracting expenses and personnel expenses among operating costs, operating
accounts payable - trade among notes and accounts payable - trade, and accrued expenses among other current liabilities as accounts that are
significantly related to the Group’s business objectives were subject to evaluation while the business processes that are immaterial to financial
reporting were not evaluated.
In addition, regardless of the selected important business locations, we have added individually to the scope of evaluation the business processes
related to significant accounts that involve estimates and forecasts, such as provisions and deferred tax assets, and business processes related
to businesses or operations that engage 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 evaluation, we concluded that the Group’s internal control over financial reporting as of March 31, 2022, waseffective.

4. Supplementary information
Not applicable

5. Special notes
Not applicable