FAST RETAILING CO., LTD.
迅 銷 有 限 公 司Year-end Report 2022/23
2022.9.1–2023.8.31
Stock Code: 6288

Contents
1. Corporate Information

1

2. Financial Highlights

2

3. Corporate Profile

4

4. Management Discussion and Analysis

14

5. Capital Expenditures

44

6. Stock Information and Dividend Policy

47

7. Corporate Governance Report68

8. Board of Directors

78

9. Financial Information

99

Consolidated Financial Statements

100(1) Consolidated statement of financial position

100(2) Consolidated statement of profit or loss

102(3) Consolidated statement of comprehensive income

103(4) Consolidated statement of changes in equity

104(5) Consolidated statement of cash flows

106(6) Notes to the consolidated financial statements

108

Non-Consolidated Financial Statements

181(1) Balance sheet

181(2) Statement of income

183(3) Statement of changes in net assets

184(4) Notes

186(5) Supplementary schedule

190(6) Main details of assets and liabilities

191(7) Others

191

Independent Auditor’s Report (Group)

192

Independent Auditor’s Report (Company)

195

Internal Control Report

198

Confirmation Note199

1. Corporate Information
Board of Directors
Representative Executive Director

Principal Place of Business in Japan
Midtown Tower 9-7-1

Tadashi Yanai (Chairman, President and CEO)Akasaka, Minato-ku
Tokyo 107-6231
Japan

Executive Directors
Takeshi Okazaki
Kazumi Yanai

Principal Place of Business in Hong Kong
702–706, 7th Floor, Mira Place Tower A

Koji Yanai

No. 132 Nathan Road
Tsim Sha Tsui

Independent Non-executive Directors
Nobumichi Hattori

KowloonHong Kong

Masaaki Shintaku
Naotake Ono

HDR Registrar and HDR Transfer Office

Kathy Mitsuko Koll (aka Kathy Matsui)
Joji Kurumado

Computershare Hong Kong Investor Services Limited
Shops 1712–1716, 17th Floor

Yutaka Kyoya

Hopewell Centre
183 Queen’s Road East

Audit & Supervisory Board
Masaaki Shinjo

WanchaiHong Kong

Masumi Mizusawa
Tomohiro Tanaka (appointed on 30 November 2023)

Stock Code

Keiko Kaneko (External)
Takao Kashitani (External)

Hong Kong: 6288
Japan: 9983

Masakatsu Mori (External)
Website AddressCompany Secretary
Shea Yee Man

http://www.fastretailing.com

Independent Auditor
Deloitte Touche Tohmatsu LLC
Principal Banks
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.
Mizuho Bank, Ltd.
The Hong Kong and Shanghai Banking Corporation Limited
Registered Office and Headquarters
10717-1 Sayama
Yamaguchi City
Yamaguchi 754-0894
Japan

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1

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2. Financial Highlights
A. Consolidated Financial Summary
International Financial Reporting Standards (“IFRS”)

Term
58th Year

59th Year

60th Year

61st Year

62nd Year

Year ended
31 August
2019

Year ended
31 August2020

Year ended
31 August2021

Year ended
31 August2022

Year ended
31 August2023

2,290,548

2,008,846

2,132,992

2,301,122

2,766,557

Operating profit (Millions of yen)

257,636

149,347

249,011297,325

381,090

Profit before income taxes (Millions ofyen)

252,447

152,868

265,872

413,584

437,918

162,578

90,357

169,847

273,335

296,229

140,900

110,134

215,309554,833

423,601

938,621956,562

1,116,484

1,561,652

1,821,405

Total assets (Millions of yen)

2,010,558

2,411,990

2,509,976

3,183,762

3,303,694

Equity per share attributable to ownersof the Parent (Yen)

9,196.61

9,368.83

10,930.42

5,093.97

5,939.33

1,593.20

885.15

1,663.12

891.77966.091,590.55

883.62

1,660.44

890.43964.48

Ratio of equity attributable to ownersof the Parent to total assets (%)

46.7

39.7

44.5

49.1

55.1

Ratio of profit to equity attributable toowners of the Parent (%)

18.0

9.5

16.4

20.4

17.5

Price earnings ratio (times)

39.1

71.5

43.6

30.6

34.7

300,505

264,868

428,968

430,817463,216(78,756)(75,981)(82,597)(212,226)(574,402)(102,429)(183,268)(302,985)(213,050)(364,562)

1,086,519

1,093,531

1,177,736

1,358,292

903,280

56,52357,72755,58957,57659,871(80,758)(70,765)(63,136)(56,113)(54,349)

Accounting Period
Revenue (Millions of yen)

Profit attributable to owners of the
Parent (Millions of yen)Comprehensive income attributable toowners of the Parent (Millions of yen)
Equity attributable to owners of the
Parent (Millions of yen)

Basic earnings per share for the year
(Yen)
Diluted earnings per share for the year
(Yen)

Net cash generated by operating
activities (Millions of yen)
Net cash (used in) / generated byinvesting activities (Millions of yen)
Net cash (used in) / generated byfinancing activities (Millions of yen)
Cash and cash equivalents at end ofyear (Millions of yen)
Number of employees:(Separate, average number of
temporary employees)(Notes) 1. FAST RETAILING CO., LTD and its consolidated subsidiaries (the “Group”) prepare the consolidated financial statementsin accordance with IFRS.
2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share attributable to owners of the
Parent, basic earnings per share, and diluted earnings per share have been calculated assuming this stock split was conducted at
the beginning of the previous fiscal year.

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2

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B. Non-Consolidated Financial Summary
Term

58th Year

59th Year

60th Year

61st Year

62nd Year

Accounting period

Year ended
31 August
2019

Year ended
31 August2020

Year ended
31 August2021

Year ended
31 August2022

Year ended
31 August2023

Operating revenue (Millions of yen)

184,910

156,356

278,605

283,165

327,932

Ordinary profit (Millions of yen)

106,000

78,211

208,221295,957

251,097

Net income (Millions of yen)

106,11362,422

175,286

258,203

209,145

Capital stock (Millions of yen)

10,273

10,273

10,273

10,273

10,273106,073,656

106,073,656

106,073,656

106,073,656

318,220,968

521,706

538,954

667,569

877,273

1,012,475

Total assets (Millions of yen)

1,054,758

1,063,356

1,100,398

1,362,278

1,392,070

Equity per share (Yen)5,053.07

5,207.74

6,463.08

2,836.19

3,279.26

Dividends per share

480.00480.00480.00206.67290.00(240.00)(240.00)(240.00)(93.33)(125.00)

Basic earnings per share (Yen)

1,039.87

611.501,716.37

842.40682.08

Diluted earnings per share (Yen)

1,038.14

610.44

1,713.61

841.14680.95Equity ratio (%)

48.9

50.0

60.0

63.8

72.2

Earnings on equity (%)

21.8

11.9

29.4

33.8

22.3

Price earnings ratio (Times)

59.5

103.5

42.3

32.4

49.1

Dividend ratio (%)

46.2

78.5

28.0

24.5

42.5

Number of employees:

1,389

1,589

1,617

1,698

1,707

(11)

(8)

(10)

(12)

(13)

121.1

124.0

142.8

162.2

199.5

(89.2)(97.9)(121.2)(124.3)(151.7)Highest share price (Yen)70,23070,180110,500

88,230

Lowest share price (Yen)

47,04039,91062,86054,310Total number of shares issued (shares)
Total net assets (Millions of yen)

(Figures in parentheses indicate
interim dividends) (Yen)(Separate, average number of
temporary employees) (Persons)Total shareholder return (%)(Compared with TOPIX Total
Return Index) (%)

37,550(86,920)
26,410(71,070)(Notes) 1. The highest and lowest share prices were recorded on the Tokyo Stock Exchange (Prime Market) on and after April 4, 2022,
and prior to that, on the Tokyo Stock Exchange (1st Section).
2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share, dividends per share (figuresin parentheses indicate interim dividends), basic earnings per share, and diluted earnings per share have been calculated
assuming this stock split was conducted at the beginning of the previous fiscal year. Highest and lowest share price of 62nd
Year are after stock split, and the number in () indicate highest and lowest share price before stock split.

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3. Corporate Profile
A. History
In March 1949, Hitoshi Yanai, the father of our current Chairman, President, and CEO Tadashi Yanai, founded Men’s Shop Ogori
Shoji in Ube City, Yamaguchi Prefecture. To solidify the management foundation, the business later became incorporated in May
1963 under the name Ogori Shoji Co., Ltd.
In June 1984, the Fukuromachi Store, a store specializing in casual clothing, opened its doors in Hiroshima City, Hiroshima
Prefecture as the first UNIQLO.
The Company’s history:
Date

Summary

May 1963

Tadashi Yanai takes over the family business and transforms it into Ogori Shoji Co., Ltd., capitalized
at 6 million yen, with headquarters at 63-147 Ogushi Village, Ube City, Yamaguchi Prefecture (now2-12-12 Chuo-cho, Ube City, Yamaguchi Prefecture).

June 1984

UNIQLO’s first location, the Fukuromachi Store, opens in Hiroshima (closed in 1991), marking themove into casual wear retailing with stores named UNIQLO.

September 1991

Ogori Shoji Co., Ltd. changes its name to FAST RETAILING CO., LTD., to embody its approach tobusiness.

April 1992

The main Ogori Shoji store, selling menswear, is converted to the UNIQLO Onda store (closed in2001).

April 1994

All the stores are completely renovated as casual clothing stores matching the UNIQLO brand.
The number of UNIQLO stores in Japan rises above 100 (109 directly operated stores, 7 franchises).

July 1994
April 1997

FAST RETAILING CO., LTD. lists its shares on the Hiroshima Stock Exchange.
FAST RETAILING CO., LTD. lists its shares on the second section of the Tokyo Stock Exchange.

February 1998

Construction of the head office is finished (717-1 Sayama, Yamaguchi City, Yamaguchi Prefecture) to
expand the Company’s headquarters capacity.

November 1998

The first urban UNIQLO store opens in Shibuya-ku, Tokyo (UNIQLO Harajuku store, closed in2007).

February 1999
April 1999

FAST RETAILING CO., LTD. lists its shares on the first section of the Tokyo Stock Exchange.
UNIQLO Shanghai office opens to further enhance production management.

April 2000
October 2000

Tokyo headquarters opens in Shibuya-ku, Tokyo.
Online store launches to open a new sales channel and make shopping easier for customers.

March 2001
September 2001

Fast Retailing establishes the Social Contribution Office.
FAST RETAILING (U.K) LTD. opens first four UNIQLO stores in London.

December 2001
September 2002

Starts providing clothing support to Afghan refugees.
Fast Retailing (Jiangsu) Apparel Co., Ltd. opens first two UNIQLO China stores in Shanghai.

January 2004

FAST RETAILING CO., LTD. invests in LINK HOLDINGS CO., LTD. (now LINK THEORYJAPAN CO., LTD.), the developer of Theory brand business apparel.

May 2004
August 2004

Starts monitoring working environments at partner factories.
Capital reserves of ¥7 billion integrated into capital, increasing total capital to ¥10.273 billion.

November 2004
March 2005

Establishment of UNIQLO USA, Inc.
Establishment of UNIQLO HONG KONG, LIMITED.

April 2005

Establishment of FR FRANCE S.A.S. (now FAST RETAILING FRANCE S.A.S.) and GLOBALRETAILING FRANCE S.A.S. (now UNIQLO EUROPE LIMITED).

May 2005

Acquires management control of Nelson Finance S.A.S. (now CRÉATIONS NELSON S.A.S.), thedeveloper of the COMPTOIR DES COTONNIERS brand, and makes it a subsidiary.

November 2005

Adopts a holding company structure to reinforce the UNIQLO brand and develop new business
opportunities.

December 2005
February 2006

Fast Retailing Establishes Group CSR Department.
Makes equity investment in, and makes a subsidiary of, PETIT VEHICULE S.A.S. (now
PRINCESSE TAM. TAM S.A.S.), developer of PRINCESSE TAM.TAM, a well-known brand of
lingerie in France.

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4

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Date
March 2006

Summary
Establishes G.U. CO., LTD. to manage a new brand of less expensive casual clothing to follow
UNIQLO.

September 2006
November 2006

Starts All-Product Recycling Campaign (which becomes RE.UNIQLO from 2020).
UNIQLO Soho New York Store opens as the brand’s first global flagship store.

November 2007

UNIQLO 311 Oxford Street Store opens in London as the brand’s first global flagship store inEurope.

December 2007
March 2009First UNIQLO France store opens in the Paris suburbs La Defense.
LINK THEORY HOLDINGS CO., LTD. (now LINK THEORY JAPAN CO., LTD.) becomes a

April 2009

subsidiary through a takeover bid.
First UNIQLO Singapore store opens in the Tampines 1 Mall (closed in 2021).

October 2009
March 2010

UNIQLO Paris Opera Store opens in France as a global flagship store.
UNIQLO establishes a wholly owned subsidiary in Taiwan.

April 2010
May 2010

First UNIQLO Russia store, UNIQLO Atrium, opens in Moscow.
UNIQLO Shanghai West Nanjing Road Store opens in China as a global flagship store.

October 2010
November 2010

First UNIQLO Taiwan store opens in Taipei.
First UNIQLO Malaysia store opens in Kuala Lumpur.

February 2011

Fast Retailing agrees to conclude a global partnership with the United Nations High Commissioner
for Refugees (UNHCR) to strengthen All-Product Recycling Campaign and other activities.

September 2011
October 2011

First UNIQLO Thailand store opens in Bangkok.
UNIQLO Fifth Avenue Store opens in New York as a global flagship store.

November 2011UNIQLO Myeongdong Jungang Store opens in Seoul, South Korea as a global flagship store (closed
in 2021).

March 2012
June 2012UNIQLO Ginza Store opens in Tokyo as a global flagship store.
First UNIQLO Philippines store opens in Manila.

April 2013
June 2013

UNIQLO Lee Theatre opens in Hong Kong as a global flagship store.
UNIQLO Lotte Shopping Avenue Store opens as the first UNIQLO Store in the Republic ofSeptember 2013

Indonesia.
UNIQLO global flagship store opens in Shanghai.

September 2013
March 2014

First GU overseas store opens in Shanghai.
HDRs (Hong Kong Depository Receipts) listed on the Main Board of The Stock Exchange of Hong

April 2014

Kong Limited.
First UNIQLO Australia store opens in Melbourne.

April 2014
October 2014

First UNIQLO Germany store opens in Berlin, Tauenzienstrasse as a global flagship store.
UNIQLO global flagship store, UNIQLO OSAKA, opens.

July 2015
October 2015

Fast Retailing joins the Fair Labor Association (FLA).
First UNIQLO Belgium store opens in Antwerp.

December 2015
March 2016

Fast Retailing issues ¥250 billion in unsecured straight bonds.
The newly refurbished 311 Oxford Street global flagship store opens in London.

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5

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Date

Summary

April 2016
September 2016

Construction completed on state-of-the-art distribution center in Ariake, Tokyo.
UNIQLO Orchard Road Store opens as the first UNIQLO global flagship store in Southeast Asia.

September 2016
November 2016

First UNIQLO Canada store opens in Toronto.
Changes the name of the CSR Department to the Sustainability Department

February 2017

UNIQLO CITY TOKYO Ariake Office opens. UNIQLO product and commercial functions moved
from Roppongi Office to Ariake Office.

February 2017
September 2017

Publishes a list of major garment factories.
First UNIQLO Spain store opens in Barcelona.

June 2018
August 2018

Issues ¥250 billion worth of unsecured straight bonds.
Sweden’s first UNIQLO store opens in Stockholm.

September 2018
October 2018

The Netherlands’ first UNIQLO store opens in Amsterdam.
UNIQLO Manila Store, UNIQLO’s global flagship store, opens in the Philippines.

October 2018
November 2018

Fast Retailing entered into a logistics-related strategic global partnership with Daifuku Co., Ltd.
Signs the United Nations Global Compact.

November 2018
April 2019

Publishes a list of major materials factories.
Denmark’s first UNIQLO store opens in Copenhagen.

September 2019
September 2019

Italy’s first UNIQLO store opens in Milan.
Office functions of GU and PLST move to Ariake Office.

October 2019
November 2019

India’s first UNIQLO store opens in New Delhi.
Fast Retailing entered into a logistics-related strategic global partnership with MUJIN, Inc. andDecember 2019

Exotec Solutions SAS.
First UNIQLO Vietnam store opens in Ho Chi Minh City.

June 2020
April 2021

Opening of UNIQLO TOKYO, Japan's largest global flagship store, in Ginza.
In-house photography studio, new customer service center, and mock-up UNIQLO stores open at the

October 2021

Ariake headquarters.
Reopens the newly refurbished UNIQLO Mingyao global flagship store under the new name ofNovember 2021
December 2021
April 2022
April 2023
October 2023

UNIQLO TAIPEI store.
UNIQLO global flagship store, UNIQLO Beijing Sanlitun, opens in Mainland China.
Establishes FY2030 sustainability targets and action plan.
Company listing moves to the Tokyo Stock Exchange Prime Market.
UNIQLO opens a new roadside store, the "UNIQLO Maebashi Minami Inter Store"
UNIQLO opens its first store in Luxembourg

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B. Our Business
The Group consists of FAST RETAILING CO., LTD. (the “Company”, the “Parent”, or the “Reporting entity”), 125 consolidated
subsidiaries, and 3 associates accounted for using the equity method.
Details of the Group’s businesses as well as the positioning of the Company and its main associates relative to the businesses are as
follows.
The segment categories in this section of the report are the same as the segment categories in the section headed “9. Financial
Information (6) Notes to the consolidated financial statements.”
Category
Holding company

Company name
FAST RETAILING CO., LTD.

OthersUNIQLO CO., LTD.

UNIQLO Japan

FAST RETAILING (CHINA) TRADING CO., LTD.*International
UNIQLOInternational

FAST RETAILING (SHANGHAI) TRADING CO., LTD.*UNIQLOInternational
UNIQLOInternational

FAST RETAILING (SINGAPORE) PTE. LTD.
UNIQLO (THAILAND) COMPANY LIMITED
PT. FAST RETAILING INDONESIA

OthersUNIQLOInternational
UNIQLOInternational

UNIQLO AUSTRALIA PTY LTD

UNIQLOInternational

Fast Retailing USA, Inc.

OthersUNIQLO EUROPE LIMITEDUNIQLOInternational

UNIQLO VIETNAM Co., Ltd.

UNIQLOInternational

UNIQLO INDIA PRIVATE LIMITEDUNIQLOInternational

G.U. CO., LTD.

GUGU (Shanghai) Trading Co., Ltd.*GUFAST RETAILING FRANCE S.A.S.

Others

Theory LLC

Global Brands

PLST CO., LTD.

Global Brands

COMPTOIR DES COTONNIERS S.A.S.

Global Brands

PRINCESSE TAM.TAM S.A.S.

Global Brands

Other consolidated subsidiaries (105 companies)

Associates accounted for using
the equity method

UNIQLOUNIQLO TRADING CO., LTD.*FRL Korea Co., Ltd.

Major Consolidated subsidiaries

Reportable Segment

Associates accounted for using the equity-method(3 companies)

UNIQLOInternational /GU / Global Brands /OthersOthers* The English names of all subsidiaries established in the People’s Republic of China (“PRC”) are translated for identification only.
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(Notes) 1. “UNIQLO” business means the retail business of UNIQLO brand casual apparel in Japan and overseas.
2. “GU” business means the retail business of GU brand casual apparel in Japan and overseas.
3. “Global Brands” business means the planning, retail, and manufacturing of apparel in Japan and overseas.
4. “Others” includes real estate leasing businesses.
5. The Company corresponds to a specified listed company, etc. as stipulated in Article 49-2 of the Cabinet Office Ordinanceon Restrictions on Securities Transactions. As a result, assessment of the minimal standard for material facts under theinsider trading regulations is based on the consolidated numerical data.
The organizational structure is as follows:Business Structure

UNIQLOJapan

UNIQLO CO., LTD.

UNIQLOFAST RETAILING (CHINA) TRADING CO., LTD.*UNIQLO TRADING CO., LTD.*
FAST RETAILING (SHANGHAI) TRADING CO., LTD.*FRL Korea Co., Ltd.
UNIQLO (THAILAND) COMPANY LIMITED
PT.FAST RETAILING INDONESIAUNIQLO AUSTRALIA PTY LTD
UNIQLO EUROPE LIMITEDUNIQLO VIETNAM Co., Ltd.
UNIQLO INDIA PRIVATE LIMITED
OthersUNIQLO
Business

International

FAST
RETAILING
CO.,LTD.
(holding
company)Group
Management
OperationGU
Business

Global Brands
Business

OthersBusiness

G.U.CO., LTD.
GU (Shanghai) Trading Co.,ltd.*
Others

Theory LLC
PLST CO.,LTD.
COMPTOIR DES COTONNIERS S.A.S.
PRINCESSE TAM.TAM S.A.S.
OthersFAST RETAILING (SINGAPORE) PTE. LTD.
FAST RETAILING FRANCE S.A.S.
Fast Retailing USA, Inc.
Others* The English names of all subsidiaries established in PRC are translated for identification only.

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8

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Sales
of
Product

Customers

C. Subsidiaries and Associates
Name

Location

Nominal value of
issued ordinary /registered sharecapital(Thousands)

Details of main
businesses

Ownership
ratio
of votingrightsRelationship(Consolidated subsidiaries)
UNIQLO CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY1,000,000

UNIQLOJapan

100.0%

Concurrent directorships
Lending and borrowing offunds
Receipt of service fee etc.
Receipt of lease payments

FAST RETAILING (CHINA)TRADING CO., LTD.*

Shanghai, PRC

USD20,000

UNIQLOInternational

100.0%

Concurrent directorships
Receipt of service fee etc.

UNIQLO TRADING CO., LTD.*

Shanghai, PRC

USD30,000

UNIQLOInternational

100.0%

Concurrent directorships
Receipt of service fee etc.

FAST RETAILING (SHANGHAI)
TRADING CO., LTD.*

Shanghai, PRC

USD35,000

UNIQLOInternational

100.0%

Concurrent directorships
Receipt of service fee etc.

FRL Korea Co., Ltd.

Seoul, South Korea

KRW24,000,000

UNIQLOInternational

51.0%

Concurrent directorships
Receipt of service fee etc.

FAST RETAILING (SINGAPORE)
PTE. LTD.

Republic ofSingapore

SGD86,000

Others100.0%

Concurrent directorships
Receipt of service fee etc.

UNIQLO (THAILAND)COMPANY LIMITED

Bangkok,
Kingdom ofThailand

THB1,820,000

UNIQLOInternational

75.0%(75.0%)

Receipt of service fee etc.

PT. FAST RETAILING
INDONESIA

Jakarta,Republic ofIndonesia

IDR115,236,000

UNIQLOInternational

75.0%(75.0%)

Concurrent directorships
Receipt of service fee etc.

UNIQLO AUSTRALIA PTY LTD

Melbourne,
Australia

AUD21,000

UNIQLOInternational

100.0%(100.0%)Lending of funds
Receipt of service fee etc.

Fast Retailing USA, Inc.

New York, UnitedStates of America

Others100.0%

Concurrent directorships
Guarantees
Receipt of service fee etc.

UNIQLO EUROPE LIMITED

London, United
Kingdom

GBP40,000

UNIQLOInternational

100.0%

Concurrent directorships
Receipt of service fee etc.

UNIQLO VIETNAM Co., Ltd.

Ho Chi Minh,
Vietnam

USD15,800

UNIQLOInternational

75.0%(75.0%)

Receipt of service fee etc.

UNIQLO INDIA PRIVATELIMITEDNew Delhi,
Republic of India

INR2,000,000

UNIQLOInternational

100.0%

Lending of funds
Receipt of service fee etc.

G.U. CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY10,000

GU

100.0%

Concurrent directorships
Lending and borrowing offunds
Receipt of service fee etc.
Receipt of lease payments

GU (Shanghai) Trading Co.,Ltd.*

Shanghai, PRC

USD20,000

GU

100.0%

Concurrent directorships
Lending of funds
Receipt of service fee etc.

USD 5,241,621

FAST RETAILING FRANCE
S.A.S.

Paris, France

EUR101,715

Others100.0%

Concurrent directorships
Lending of funds
Guarantees
Receipt of service fee etc.

Theory LLC

New York, UnitedStates of America

USD116,275

Global Brands

100.0%(100.0%)Concurrent directorships
Receipt of service fee etc.

PLST CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY10,000

Global Brands

100.0%

Concurrent directorships
Lending and borrowing offunds
Receipt of service fee etc.
Receipt of lease payments

COMPTOIR DES COTONNIERS
S.A.S.

Paris, France

EUR24,593

Global Brands

100.0%(100.0%)

Guarantees

PRINCESSE TAM.TAM S.A.S.

Paris, France

EUR20,464

Global Brands

100.0%(100.0%)

Guarantees

Other consolidated subsidiaries(105 companies)

-

-

-

-

-

Associates accounted for using the

-

-

-

-

-

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9

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equity method (3 companies)* The English names of all subsidiaries established in the PRC are translated for identification only.

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10

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(Notes) 1. The information given in the “Details of main businesses” column is the name of the business segment.
2. UNIQLO CO., LTD., FAST RETAILING (CHINA) TRADING CO., LTD., UNIQLO TRADING CO., LTD., FASTRETAILING (SHANGHAI) TRADING CO., LTD., FRL Korea Co., Ltd., FAST RETAILING (SINGAPORE) PTE. LTD.,UNIQLO (THAILAND) COMPANY LIMITED, PT. FAST RETAILING INDONESIA, UNIQLO AUSTRALIA PTY LTD,
Fast Retailing USA, Inc., UNIQLO EUROPE LIMITED, UNIQLO VIETNAM Co., Ltd., UNIQLO INDIA PRIVATELIMITED, G.U. CO., LTD., GU (Shanghai) Trading Co., Ltd., FAST RETAILING FRANCE S.A.S., COMPTOIR DES
COTONNIERS S.A.S., and PRINCESSE TAM. TAM S.A.S. are specified subsidiaries.
3. Figures in parentheses in the “Ownership ratio of voting rights” column indicate the ratio of voting rights held by a Groupsubsidiary.
4. Net sales (excluding internal sales between other member companies of the consolidated Group) of UNIQLO CO., LTD.
and FAST RETAILING (CHINA) TRADING CO., LTD. are greater than 10% of consolidated revenue. Key elements ofprofit / loss and financial position for the year ended 31 August 2023 are as below.
UNIQLO CO., LTD.
(1) Revenue

890,427 million yen(2) Profit before income taxes(3) Profit for the year

155,686 million yen
110,853 million yen(4) Total equity(5) Total assets

272,861 million yen
854,207 million yen

FAST RETAILING (CHINA) TRADING CO., LTD.
(1) Revenue(2) Profit before income taxes

444,934 million yen
74,790 million yen(3) Profit for the year(4) Total equity

55,941 million yen
210,930 million yen(5) Total assets

323,078 million yen

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11

－

D. Employees(a) The GroupAs at 31 August 2023
Name of segment

Number of employees

UNIQLO Japan

12,482（22,781）UNIQLO International

35,666（17,999）

GU

5,419

（12,766）

Global Brands

3,316

（657）

56,883（54,203）

Others

1,281

（133）

All companies (shared)

1,707

（13）

59,871（54,349）

Total for reportable segments

Total(Notes) 1. The number of employees does not include operating officers, junior employees, or part-time workers.
2. The average number of registered personnel for junior employees and part-time workers for the year are shown in brackets( ).
3. The number of employees given as “All companies (shared)” represents administrative employees who could not be
categorized in a specific business segment.
(b) The Company
As at 31 August 2023
Number of employees
1,707

(13)

Average age

Average number of years
with the Company

38 years old and 10 months

4 years and 11 months

Average annual wages(thousands of yen)
11,476(Notes) 1. The number of employees does not include operating officers, junior employees, or part-time workers.
2. The average number of registered personnel for junior employees and part-time workers for the year are shown in brackets( ).
3. Figures for average annual wages include bonuses and other non-standard payments.
4. All of the Company’s employees are categorized as “All companies (shared).”5. When an employee is transferred from a subsidiary, the average years of service does not include the number of years spentat the subsidiary.
(c) Status of labor unions
There are no labor unions at the Company, but unions have been formed at some subsidiary companies. Management-labor
relations have been smooth, and there are no special items to report.

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12

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(d) Diversity-related indicators
The diversity-related indicators for the current consolidated fiscal year are as follows.

FAST RETAILING

Percentage ofPercentage offemale workers inmanagement

males taking
childcare leave,

positions
(%)

etc.

Gender wage gap (%)

All workers(%)

Full-timePart-time andemployment
workers

fixed-term
workers

22.4

39.3

58.6

64.0

63.1

UNIQLO CO., LTD.

32.0

31.3

80.9

60.3

105.9

G.U. CO., LTD.

22.1

50.8

88.6

73.5

116.3

56.7

33.3

78.2

79.7

68.7

30.4

100.0

66.9

72.6

90.1

-

-

80.6

87.9

85.0

CO., LTD.

LINK

THEORYJAPAN CO., LTD.
PLST CO., LTD.
INNOVATIONFACTORY

CO.,

LTD.

(Notes)1. The percentage of female workers in managerial positions and the gender wage gap are calculated in accordance with theprovisions of the "Act on Promotion of Women's Participation and Advancement in the Workplace" (Act No. 64 of 2015).
Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and general managers and leaders at headquarters.
2. The percentage of males taking childcare leave, etc. is the ratio of the number of males who have taken childcare leave inthe current period (excluding paid vacation taken for childcare purposes) to the number of male employees whose partner
has given birth in the current period, calculated based on the "Act on Childcare Leave, Caregiver Leave, and Other Measures
for the Welfare of Workers Caring for Children or Other Family Members" (Act No. 76 of 1991) and Article 71(4)(1) of the"Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare ofWorkers Caring for Children or Other Family Members" (Ordinance of the Ministry of Labor No. 25 of 1991).
3. Full-time employment workers are executive officers (excluding directors), national employees and regional regular
employees.
4. Part-time and fixed-term workers are associate employees, part-time employees, contract employees and temporary
employees. The number of employees who work shorter hours is not converted and calculated based on working hours.
5. All workers include full-time employment workers and part-time and fixed-term workers.
6. “-“ indicates that there is no population.
Supplementary explanation on differences
1. Management position ratio
In order to realize an environment in which female employees can play a more active role, we are reforming our personnel
system and conducting training for management and female management candidates to dispel unconscious bias.
2. Percentage of males taking childcare leave
In order to ensure that leave can be taken more flexibly by males who wish to take leave, we collect and provide examplesof our own employees taking childcare leave and paternity leave after becoming parents, and also conduct training onchildcare leave and paternity leave, etc.
3. Gender wage gap
Each group company has adopted a grading system that defines the skills and requirements sought for each position level,
and conducts evaluations and promotions based on individual abilities, regardless of attributes such as gender. We apply
a fair wage system in which the same wage is given to both males and females of the same grade; there are no genderbased differences in wages within the same grades. However, due to there being a large number of female local full-time
employees who support store operations, as well as there being fewer females at the higher grades, there is a gender wage
gap caused by differences in the proportion of males and females in each respective grade.

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4. Management Discussion and Analysis
A. Business Plan
The statements with regard to the future are based on management decision and projections made by the Company based on
information available at the time of the publication of this report (30 November 2023).
The Fast Retailing Group aims to provide all people around the world with the joy, happiness, and satisfaction of wearing great
clothes based on its corporate philosophy: Changing clothes. Changing conventional wisdom. Change the world.
Our LifeWear (ultimate everyday clothing) epitomizes our clothes creation concept for simple, high-quality clothing thatenriches people’s lives and is carved from a desire to satisfy everyday life needs. Given today’s desire for comfortable clothes
that fit well and clothes that don’t waste precious resources, we are noticing more and more customers sympathizing with our
LifeWear concept and global support for LifeWear is rising. UNIQLO International revenue has increased by five times over the
past ten years, and the segment’s contribution to total sales has risen significantly from approximately 22% to roughly 52%.
UNIQLO International operations are growing markedly thanks to growing brand visibility and a wider customer base not onlyin the Greater China region where UNIQLO has already established a strong brand position, but also in Southeast Asia, India &Australia, North America, and Europe. We intend to turn these changes into opportunities to develop into a truly global company
by setting and challenging new long-term targets.
Our ultimate aim is to develop into an essential brand for everyday life that is trusted by customers the world over. That means
striving to become a leading global brand not only by expanding operations, but also by making qualitative improvements,
including corporate culture.
During its initial founding stage (1984-2004), Fast Retailing established the UNIQLO operation and a basic SPA structure. The
second creative stage (2005-2012) was marked not only by an expansion of operations in Japan, but also by a genuine push into
international markets in order to develop into a global brand. The third stage (2013-2022) involved accelerating thedevelopment of global operations based on our LifeWear concept and strengthening our Group brands, while establishing thefundamental platforms for a digital consumer retailing industry. The Company experienced considerable growth as revenue
roughly tripled over each of the creative stages. The fourth creative period began in FY2023 with an aim to expand revenue to
10 trillion yen over the next 10 years. We are currently working towards the interim aim of expanding revenue to 5 trillion yen
over the next few years.
Issues We Need to Address(1) Responding to Customer Needs and Creating New Customers
・Strengthen customer-oriented product manufacturing
We are further advancing our goal to develop a digital consumer retailing industry that enables customers to immediately
buy the clothes they really want, when they want them. We intend to utilize our global app membership base and our store
network to directly connect with customers worldwide so we can develop products based on customer feedback. We also
aim to compile full and appropriate product ranges that befit a truly global brand by strengthening our global R&D bases.
・Promote supply chain reform
We are refining our product planning, volume planning, and inventory control, while also working to reduce lead times on
additional production. We are also introducing automated warehouses on a global scale and improving distribution
efficiency.
・Facilitate new purchasing experiences
We are building a new purchasing experience that fuses our physical stores and e-commerce network. In addition toestablishing a system that offers various forms of purchasing and delivery to suit customer needs, we are strengthening thetransmission of e-commerce information to serve as a platform for communicating with customers.
(2) Diversifying Our Global Earnings Pillars
・Accelerate growth of UNIQLO International
We plan to open 80 new stores in the Greater China region each year and consistently expand operations through our scrap
and build policy of replacing smaller, less profitable stores with larger, better located stores. We will accelerate the pace of
new store openings by opening roughly 60 stores in the Southeast Asia, India & Australia region and 30 stores each in
－

14

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North America and Europe each year. We will accelerate growth by creating product lineups that meet customer needs ineach region and conducting high-level store management.
・Continued stable growth for UNIQLO business in JapanWe are aiming to ensure stable revenue growth at UNIQLO Japan by optimizing our store network through our scrap andbuild policy, enhancing community-focused local store management, and developing product lineups and services designed
to satisfy local demand. We will maintain high profit margins by appealing the value of our products, controlling
discounting, and improving operational efficiency.
・Transforming operational management at global bases
We will ensure all national and regional operations and global headquarters are in constant contact, and promote thediscovery and resolution of issues and the making of decisions through global bases. Our management teams will
constantly tour the globe to ensure management is focused on frontline operations, actual products, and on-the-groundrealities. As part of that effort, we plan to strengthen the functions of our New York global headquarters to put that centeron par with Tokyo.
(3) Pursue a Business Model in which Our Business Development Contributes to Sustainability
・Respect human rights across the supply chain
We have established a system for confirming the traceability of all products right back to the raw material level, and havestarted operating that system with some products. In addition, we started monitoring working conditions at spinning millsin 2023 as well as sewing factories and fabric producers and we started conducting regular traceability surveys. We willcontinue to accelerate our efforts to address human rights issues in the supply chain.
・Build a circular business model
We will work on developing new services and technologies, such as repair, reuse, and recycling to ensure clothes can beused for a long time. We aim to build a circular business model that takes responsibility not only for the production andsale processes, but also for the fate of UNIQLO and GU clothes after sale.
・Address climate change
We have set FY2030 targets and are pursuing initiatives designed to help our overall mission to reduce greenhouse gas(GHG) emissions to net zero by 2050. Those FY2030 targets seek to reduce GHG emissions from stores and major offices
by 90% vs. FY2019 levels and by 20% in the UNIQLO and GU supply chain over the same period.
(4) Expand Group Brands
・GU
We aim to achieve high growth by refining the development of highly finished products that capture mass trends. We willbuild a solid brand position by providing unique GU value to customers based on the operation’s special ability to offer fun
fashion at amazingly low prices. We will seek to expand the GU operation by improving the accuracy of production plans,establishing production systems to shorten lead times, accelerating new store openings in Japan and internationally, andexpanding e-commerce sales.
・Global Brands
We will aim to improve the management prowess of each business and establish a solid brand position in each country andregion by leveraging the business principles cultivated at UNIQLO and our digital consumer retailing industry platforms.
(5) Enhance Human Capital
We will provide opportunities for all employees to grow, regardless of their specific attributes, and promote the creation ofenvironments in which diverse human resources can play a leading role and demonstrate their abilities. We will strengthen
our efforts and prioritize the acquisition and nurturing of in-store sales staff who can truly satisfy customer needs, global
management personnel, and world-class highly specialized human talent.

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－

B. Sustainability Approach and Initiative
Fast Retailing's corporate philosophy is to "Changing clothes, Changing conventional wisdom, Change the world." We continue
our business activities with the aim of changing the world for the better by creating and selling good clothing. When we say, "goodclothing," we mean clothes that are simple, high quality, long-lasting, and can enrich the lives of all people. This phrase also refers
to clothes that are made using revolutionary technologies to facilitate our co-existence with the natural world and do not impose anundue burden on the Earth. These clothes are hand-made by a diverse array of people working energetically in environments that
carefully protect their health, safety, and human rights. LifeWear is a brand that gives form to these ideas.
The apparel industry has been criticized for its negative impact on the environment caused by issues like increased use ofresources, energy and water stemming from mass production and mass consumption, the shortening of clothing life cycles, and the
production of large quantities of industrial waste, as well as issues with work environments due to long and complicated supply
chains. Fast Retailing has been engaged in a variety of sustainability activities for quite some time: in 2001 we established ourSocial Contributions Office (now the Sustainability Department), in 2004 we implemented our Production Partner Code of Conduct
as well as work environment monitoring, and in 2006 we engaged in recycling activities for all of our products and provided support
for refugees. We believe that the concept of LifeWear is sustainability itself, and we will create a 'new industry' that not only
includes clothing as a product, but also the process of producing and selling it and clothing after sale, presenting the world with anunprecedented way of fashion. Through these efforts, we will both contribute to society and grow our business.
Below, we will be discussing the ① governance, ② strategy, ③ risk management, and ④ metrics and targets associatedwith (1) sustainability in general, (2) climate change, and (3) human capital and diversity.
(1) Sustainability in general(i) GovernanceFast Retailing has established a Sustainability Committee to promote sustainability activities in tandem with our business
operations. Sustainability Committee meetings are attended by our internal directors (including our representative director),
external directors, audit & supervisory board members, external experts, and relevant executive officers, and involve discussions
regarding various sustainability policies and measures from a variety of different perspectives, and also serve as opportunities toprovide advice, recommendations, and supervision to departments executing business operations. Meetings for the Committee
were held four times this consolidated fiscal year, and were host to discussions regarding sustainability activities pertaining tomatters like climate change, biodiversity, and circular economy. The Committee also discussed how best to communicate withcustomers and other stakeholders in order to solicit their participation in our social contribution activities.
We also engage in debate, offer advice, and conduct supervision regarding risk associated with key matters such as theenvironment and human rights during meetings of committees attended by internal and external directors, audit & supervisoryboard members, external experts, and executive officers like the Risk Management Committee, the Human Resources Committee,
the Human Rights Committee, the Code of Conduct Committee, and the Corporate Transaction Ethics Committee. Furthermore,
the Audit & Supervisory Board recognizes various issues pertaining to sustainability as risks, and requests reports fromdepartments executing business operations as appropriate.
Additionally, evaluation standards of variable compensation for directors and executive officers in charge of sustainabilityrelated matters include the evaluation of results pertaining to quantitative and qualitative goals set for the matters for which they
are responsible.
In order to steadily implement sustainability activities throughout the Group, the management of each business unit and eachcompany takes the lead in implementing and promoting initiatives in cooperation with the Sustainability Department. For
example, as part of the Ariake Project, which aims to immediately commercialize and provide what customers are looking for,
we have positioned sustainability activities as an important issue. Each department involved in supply chain management,
including those responsible for store sales, e-commerce sales, production, and logistics, have appointed managers who are tasked
with handling sustainability-related issues, such as the reduction of greenhouse gas emissions, reduction of waste, developmentof products that utilize recycled materials, and ensuring traceability. These departments have also established targets and KPIs
in advancing their initiatives.
(ii) Strategy
As part of our management strategy, Fast Retailing has identified six priority areas (materialities) in our sustainability activities.
To specify these priority areas, we identified key issues by referencing the Sustainable Development Goals (SDGs) announced
by the United Nations as well as the indicators defined by ESG evaluation organizations, extracted the most critical factors inlight of their importance to the Company, and the impact they would have on our customers and other stakeholders (as well as
their expectations regarding those factors), and engaged in deliberations within the Sustainability Committee. These six priority
areas (materialities) and their primary initiatives are as follows.
Priority Areas (Materialities)

Primary Initiatives-Defining LifeWear as the concept underpinning our clothing production, we will
pursue timeless designs from the design stage, and create finished clothing that is
simple, high quality, highly functional, and will enjoy preferential use for a long
period of time.

1. Creating new value throughproducts and services-In addition to pursuing functionality and quality of clothing, we will work to resolve
social issues and environmental problems, and create new value.
-Through the development of recyclable products that utilize recycled materials, andrepair and remaking efforts conducted via RE.UNIQLO STUDIO, we are working
to encourage consumers to enjoy wearing their clothing longer, and striving to
reduce our impact on the environment.
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16

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2. Respecting human rights andworking environments
supply chain

in

our

-As we respect the human rights of all individuals who work in our supply chain, andbelieve that preparing proper working environments is a core responsibility of ourcompany, we are working to both ensure traceability and enhance transparency.
-We ask that our business partners observe our "Production Partner Code of Conduct"at their factories, and implement regular monitoring of their work environments inaccordance with this Code.
-We have set the following priority areas: "address climate change," "improve energy
efficiency," "address biodiversity," "mana water resources," "manage

3. Respecting the environmentchemical substances," and "manage waste, maximize resource efficiency," along withtargets for each area, and are now engaged in relevant initiatives.
-At our core garment factories and fabric mills, we utilize the Sustainable Apparel
Coalition's environmental evaluation tool (the Higgs Index) to measureenvironmental impacts and risks in seven areas, including energy, water, and waste,
and use this information to work alongside these factories to reduce our impact on
the environment.
-For information on our climate change initiatives, please see "(2) Climate Change."-We continue to provide support for people around the world placed in difficult

4.

Coexisting

andmutually

prospering with communities

situations, such as refugees, by donating clothes, providing employment, andsupporting their efforts to become self-reliant.
-We are donating all profits obtained through our "PEACE FOR ALL" charity t-shirt
project to international humanitarian organizations.
-We are providing educational and social advancement support in order to help
empower the children and youth who will lead in the future.
-We are engaging in diversity and inclusion efforts at the global level, centered aroundgender equality, diversity of race, ethnicity, and nationality, promotion of active

5. Supporting employee fulfillment

participation by people with disabilities, and promoting the understanding of sexual
diversity (LGBTQ+).
-We provide all of our employees with growth opportunities, and are engaged in efforts
to develop personnel who are capable of playing an active role at the global stage.
-See "(3) Human capital and diversity" for our human capital initiatives.
-We are enhancing the independence and supervisory functions of the Board of
Directors by ensuring that a majority of the directors are from outside the Company.

6. Managing correctly-The Board of Directors is supported by various committees that supplement thefunctions of the Board, and these committees engage in open and vibrantdeliberations.
-See IV. [Status of Submitting Companies], 4. [Status of Corporate Governance, etc.],and (1) [Corporate Governance Overview] for details.

(iii) Risk management
Fast Retailing has established a Risk Management Committee to regularly identify potential risks that may befall our businessactivities, identify important risks, and strengthen the systems intended to manage them. See C. Risk for details on risk
management, including individual risks.
(ix) Metrics and targets
Fast Retailing has established fiscal 2030 targets and action plans for key sustainability areas. Our targets and the progress wehave made on primary initiatives are as follows.

－

17

－

ItemsTargets

Progress on primary initiatives

Making clothes that cares for the environment
Reducing

Our Company's areas:greenhouse gas
emissions-Reduce greenhouse gas emissions by 90%
compared to their fiscal 2019 levels by fiscal-Reduced greenhouse gas emissions by 45.7%
compared to their fiscal 2019 levels by the year
ending August 2022 *1

2030-Increase ratio of renewable energy used at our-As of the year ending August 2022, renewableenergy use ratio was 42.4%. Achieved

stores and main offices of Fast Retailing group
to 100% by fiscal 2030

substantively 100% renewable energy use at
UNIQLO in Europe (excluding certain countries),
North America, and Vietnam *1

Supply chain areas:-Reduced greenhouse gas emissions by 6.2%

Reduce greenhouse gas emissions by 20%
compared to their fiscal 2019 levels by fiscal 2030
Product areas:

Reduced waterusecompared to their fiscal 2019 levels by the year
ending August 2022 *1- Proportion of recycled materials and materials with

Increase the proportion of recycled materials andmaterials with low greenhouse gas emissions to

low greenhouse gas emissions for 2022 products
has risen to 8.5% for all planned products forapproximately 50% by fiscal 2030

2023. Recycled polyester accounts for 30.0% of
all polyester usage

Reduce per-unit water usage by 10% at end 2025
compared to 2020 levels at each of the major

In terms of 2021 results, 32% of the target factories
achieved their targets *2

garment and materials factories accounting for 80%of the water used to make our products
Waste reduction

Realize zero operational waste from our facilities to-Promoted projects to reduce and recycle plastic

landfills or incineration without energy recovery in
earlier stages by reducing, replacing, reusing, andused to package products during delivery-Took initiatives to reduce plastic use, such as

recycling materials (product packaging, cardboard
during shipping, plastic bags, hangers etc.) used ininvestigating switching to alternative materials
like paper for hangers and other items made of

the process of delivering clothes to our customers
Elimination
hazardous
chemicalofplastic

Eliminate emissions of hazardous chemicals in

As of the end of 2022, the ZDHC wastewaterproducts and in production processes by the end of2030

standard compliance rate for major sewing andfabric factories was 99.9 percent

emissions
Making clothes that cares for people and society

－

18

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Improving
transparency-Enhance transparency in the supply chain andensure traceability to the raw materials level-Published a list of major garment factories in 2017,
and expanded this publication to include major

and traceability
in the supply-Identify and definitively address human rights,
working environments, and environmental

fabric mills in 2018. Publicly disclosed all
garment factories with which we have ongoing

chain

problems in the supply chain as a whole-By 2025, identify and sequentially disclose thetransactions in March 2022
-Established a mechanism to ascertain and confirm

information necessary for customers to make an
informed decision when closing products

the supply chain plans and results for eachproduct, and systematically put this mechanism
into operation in partnership with the factories
starting in the fall and winter seasons of 2022.
From the 2023 spring/summer season, understandtraceability of all UNIQLO products down to theraw material level-Executed a Code of Conduct with major spinningmills in addition to garment factories and fabricmills, and advanced regular working environment
audits and confirmed traceability information-Established an "Impact on the Earth and Society"corner for individual product pages on the
UNIQLO (Japan, United States) and G.U. (Japan)
online stores and published countries of origin for
products starting in August 2023

Procurerawmaterials in an

Advance procurement of raw materials in an ethicaland responsible manner by defining procurement

Defined recommended and prohibited materials foreach plant-based and animal-based material. Going

ethicalandresponsible

policies for plant-based materials and animal-basedmaterials

forward, plan to start clarifying procedures forchecking the status of compliance with Raw

mannerMaterial Procurement Guidelines that stipulate
procurement policies

Globalpromotionsocialofcontribution
activities-In collaboration with Fast Retailing, the Fast

-In the year ending August 2023, we donated 5.4

Retailing Foundation, and the Yanai Tadashi
Foundation, further expand social contribution

billion yen to social contribution activities, andprovided support in the form of 1.13 million

activities through clothing business on a global
scale

articles of clothing. 1.82 million people benefited
from our efforts-Invest at a scale of 10 billion yen in social
contribution activities by fiscal 2025. -Implement*Includes activities by the FR Group, the FR
Foundation, and the Tadashi Yanai Foundation, as

community contribution activities at all storesaround the globe to support 10 million refugees

well as activities by individuals-Revenues for UNIQLO's "PEACE FOR ALL"and other socially vulnerable people, people ofthe next generation, and those in the areas ofactivities totaled 697 million yen between theirstart in June 2022 and the end of August 2023

culture, the arts, and sports. Expand clothing
support to 10 million articles of clothing per year
Promotion ofdiversity
andIncrease the ratio of women in all management
positions globally to 50% by fiscal 2030

The ratio of women in management positions
throughout the Group increased to 44.7% as of the

inclusion
end of August 2023
(Notes 1)We plan to publish the results of the year ending August 2023 on the Company's Sustainability Website by April 2024.
(Notes 2)We plan to publish the results for 2022 on the Company's Sustainability Website by around December 2023.
https://www.fastretailing.com/eng/sustainability/environment/(2) Climate Change (Initiatives with Respect to TCFD Recommendations)
In order to reduce our impact on climate change and biodiversity, we are working to identify and reduce greenhouse gas emissions
in our business activities across the board, including every stage from production to disposal of products. In promoting our
initiatives, we respect the long-term goal (the Paris Agreement) of reducing greenhouse gas emissions by 2050, which wasformulated based on the United Nations Framework Convention on Climate Change, and we set specific targets and promote
activities geared toward achieving this goal.

－

19

－

(i) Governance and (iii) risk management
See (1) Sustainability in general (i) Governance and (iii) Risk management.
(ii) Strategy
In order to achieve the standards of the Paris Agreement, we are enhancing our initiatives to curb the rise in global averagetemperatures. We also understand the impact of climate-related risks and opportunities on our business, and are formulating andexecuting relevant strategies.
(Initiatives to Reduce Greenhouse Gas Emissions)
Advancement of the Ariake
Project-By promoting the Ariake Project and executing it at a greater level, we will realize the goal of"neither creating, delivering, nor selling wasteful things," increase customer satisfaction, andreduce our impact on the environment.
-We create products based on customer needs by analyzing a vast amount of information,
including customer demands gathered through stores and e-commerce around the world.
Functional clothing such as Airism, Ultra Light Down, and HEATTECH not only makecustomers’ everyday life more comfortable, but also helps them reduce their amount ofenergy use by reducing their excessive use of air conditioning and heating.

Our Company's areas(Stores and Primary
Offices)-At our stores, we are working to save energy by directly reducing the use of electricity and tocreate energy that generates its own electricity. We will also continue to verify and open
stores that conserve and create energy by, for example, opening roadside stores (UNIQLO
Maebashi Minami Inter Store) that reduce energy consumption through the application ofvarious energy conserving technologies and generate energy using solar panels.
-In order to achieve our target of using 100% renewable energy, we are, among other efforts,
installing solar power generation facilities, purchasing renewable energy menus provided byelectric power companies, and purchasing renewable energy certificates.

Supply chain areas-At UNIQLO and G.U.’s main plants, which account for approximately 90% of UNIQLO and
G.U. production, we are steadily promoting energy-saving measures, decarbonization, andthe introduction of renewable energy by understanding individual issues that vary by country,
region and plant characteristics, and by carefully responding and working to resolve them.

Product areas- We are currently working to switch to materials with low greenhouse gas emissions, with our
initiatives being focused on polyester at the present. As recycling technology for chemical
fibers is relatively advanced, we are moving forward with efforts to switch to recycledmaterials. We are also working on research and development for natural materials like cotton
and wool with our business partners, and are engaged in the development of materials thatcan offer the same quality and comfort as our existing products.
-We are also focusing on the development of products that use new technologies and recycledmaterials, such as fleece and polo shirts that use recycled polyester made from collected PET
bottles, and recycled down jackets that reuse down feathers from recovered down products.

Advancement of-At UNIQLO, we are engaged in the "RE.UNIQLO" customer-participatory initiative where

RE.UNIQLO

we recover clothes that customers no longer need and transition them to their next users after
providing them with new value.
-In addition to providing clothing support (REUSE) to refugees and internally displaced
persons, we are also promoting recycling efforts that involve the revival of collected clothing
as new clothes and materials (RECYCLE). We are also connecting these initiatives into
efforts to reduce excess waste, greenhouse gas emissions, and resource use throughout aproduct's life cycle (REDUCE).
-Additionally, at UNIQLO's "RE.UNIQLO STUDIO" we provide customization services suchas the repairing (REPAIR) and remaking (REMAKE) of clothing articles to enable ourcustomers to wear their favorite clothes with care.

(Scenario Analysis of Risks and Opportunities Related to Climate Change)
At Fast Retailing, we believe that the key to ensuring sustainable business operations is anticipating, preventing, appropriately
managing, and responding to existing and potential business risks. As for our mainstay UNIQLO operations, which constituteapproximately 80% of our sales, we evaluated the risks and opportunities that climate change poses to the Company and our
supply chain, along with possible countermeasures, for scenarios where the average temperature increase by 2100 is under 2°C,
and scenarios where the average temperature increase by 2100 is 4°C, up to the year 2030.

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20

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-International Energy Agency (IEA) "Sustainable Development Scenario" and "Below 2°C Scenario (B2DS)"-Intergovernmental Panel on Climate Change (IPCC) "Fifth Assessment Report (RCP8.5)"(Risks and Opportunities Related to Climate Change)
Items

Risks

Opportunities

Carbontax,
carbon pricing,

The risk of cost increases in the
supply chain caused by stronger carbon tax

Control cost rises in the supply chain bypromoting energy conservation andand regulations

and other taxation systems or tighter
regulations, which would result in higher

introducing renewable energy, which would
result in lower production costs

Below 2°C Scenario
Regulations

production costs
The risk of higher costs at Fast Retailingstores caused by stronger carbon tax and-Control cost rises at Fast Retailing stores byintroducing renewable energy andother taxation systems or tighter regulations

promoting energy conservation, which
would result in lower costs-Improve brand image by improving
reputation among customers

The risk of an increase in distribution costs
relating to EU fuel economy and emissions
regulations, or a tightening in regulations in

Realize more efficient distribution throughthe promotion of our Ariake Projectbusiness model transition

the markets where our production bases arelocated, such as China, Vietnam,
Bangladesh, and Indonesia, or the markets
where we retail clothing, such as Japan,
Southeast Asia, and the EU
Markets

Changing
customer values

The risk of a decline in sales and reputation

Create new demand and improve our
reputation among customers by developing

if Fast Retailing customers start to prefermaterials, products, and services that have a

new materials with low GHG emissions

low environmental impact and we are notable to meet those changing needs

environmental change

Increased demand for products that address
Create new demand and improve our
reputation among customers by accelerating
recycling activities
Improve our reputation among customers bystrengthening our sustainability activities

4°C Scenario
Acute andMorechronic

natural disasters

frequent-Fast Retailing has the capacity to mount a
The impact of natural disasters on raw
materials, damage to production facilities,

strong response as a specialty retailer ofprivate-label apparel (SPA) that manages

production stoppages caused by supply
chain disruptions

the whole clothes-making process frommaterials procurement through planning,production, distribution, sales and inventory
management, etc. That enables us tominimize and reduce risk, and to maintainand potentially create demand ・Minimize
damage in the event of a disaster (build aresilient business) by building strong
partnerships with suppliers and business
partners and seeking to strengthen ouradaptation strategies

Increasing
temperatures

A decline in sales caused by a product mix
that does not respond sufficiently tochanging temperatures－ 21－

Create new demand with new functional
materials

(Strategies for Addressing Risks and Opportunities Related to Climate Change)-We believe that demand for our clothing, especially LifeWear, will remain the same regardless of whether the less-than ２℃
temperature increase scenario or the 4℃ temperature increase scenario is realized. By developing products that meet customer
needs, such as materials with lower greenhouse gas emissions, recyclable products, and climate-friendly products (such as
HEATTECH and Airism), we believed that we will be able to improve our market superiority and expand our sales.
-If the below 2°C scenario is realized, we face risks of increase production and store prices, including increased taxes such ascarbon taxes, tightened regulations, and increased electricity prices, but we can decrease these risks by promoting energy
conservation and renewable energy use. Although there is a risk that logistics costs will rise if regulations such as fuelefficiency and exhaust gas regulations for automobiles and trucks are tightened in the EU and other countries around the world,
we can reduce these risks by promoting the transition to hybrid and electric vehicles, and increasing logistics efficiency via
the Ariake Project, among other efforts.
-If the 4℃ scenario becomes a reality, the number of extreme weather events such as droughts and heavy rains, as well as physicalrisks such as water shortages may have overwhelming impact on the overall supply chain for production, logistics, and sales,
but by diversifying suppliers such as raw materials suppliers and production factories, and engaging in long-term agreements
and partnerships, we can reduce these risks. With regard to logistics and stores, physical risks can be minimized throughregional dispersion, location selection from the perspective of BCP, and disaster training.
-As Fast Retailing is an SPA, we can flexibly address both potential and existing risks. We are implementing various responsive
measures in anticipation of scenarios where temperature increase is not contained due to a failure to implement
countermeasures against climate change, such as creating clothing that addresses changes to customer needs, dispersing
suppliers of raw materials and production factories, diversifying transportation methods, and incorporating BCP perspectives
in our selection of logistics bases and the locations of our existing stores.
-By engaging in appropriate information disclosures and holding discussions with our institutional investors and otherstakeholders regarding the appropriateness of and our progress on these strategies, and addressing various ESG evaluation
indicators, we believe we will be able to sustainably increase our corporate value.
(ix) Metrics and Targets
Fast Retailing has established the following FY 2030 targets and action plan with respect to climate change.
-90% reduction (compared to fiscal 2019 levels) of greenhouse gas emissions stemming from energy use at our operating
facilities, such as our stores ad primary offices (Scope 1 and Scope 2) by fiscal 2030
-20% reduction (compared to fiscal 2019 levels) of greenhouse gas emissions stemming from raw materials production,materials production, and sewing associated with UNIQLO and G.U. products (Scope 3, Category 1) by fiscal 2030
The international Science Based Targets initiative approved these goals as science-based targets (SBTs) — greenhouse-gas
emissions reduction targets based on the targets set in the Paris Agreement. In addition, we will be strengthening our efforts
toward realizing substantively zero greenhouse gas emissions by 2050.
Our greenhouse gas emissions have been calculated in accordance with the "GHG Protocol," and the actual levels up throughfiscal 2022 are as follows.
The actual levels for fiscal 2023 will be published on our Company's Sustainability Website by April 2024.
https://www.fastretailing.com/eng/sustainability/environment/climatechange.html

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Our Company (Stores, Offices, etc.)
Unit: t-CO2e, Range: Fast Retailing Group
Scope

Items

Scope 1

Fiscal 2019
(September

Fiscal 2020
(September

Fiscal 2021
(September

Fiscal 2022
(September

2018 toAugust 2019)2019 toAugust 2020)

2020 toAugust 2021)

2021 toAugust 2022)

12,29513,026

10,029

9,738

Location-based

308,691

298,205

291,190

286,113

Market-based

298,566

279,281

275,419

159,047

Gas(directly emitted by
the Company)
Scope 2(indirectly

emittedElectricity

by the Company)

Comparison with fiscal2019 (progress in reducing
-6.0%
-8.2%
-45.7%
total Scope 1 and Scope 2 market-based values)
Our Scope 1 and Scope 2 emissions have received third-party verification by SGS Japan Inc. for further credibility.
Scope of verification: Only primary domestic offices and domestic UNIQLO and G.U. stores until fiscal 2020, Fast RetailingGroup from fiscal 2021 onward
Outside of Our Company (Supply Chain, etc.)
Unit: t-CO2e, Range: Fast Retailing Group
Categories in Scope 3

Fiscal 2019
(September

Fiscal 2020
(September

Fiscal 2021
(September

Fiscal 2022
(September

2018 to August
2019)2019 to August
2020)

2020 to August
2021)

2021 to August2022)

1. Purchased Products and Services

4,694,117

4,373,497

4,161,926

4,243,676

Category 1 emissions related to raw material
production, material production, and sewing for

4,165,738

3,944,349

3,883,960

3,906,500

Compared to fiscal 2019

-

-5.3%

-6.8%

-6.2%

2. Capital Goods (not applicable)

-

-

-

-

3. Fuel and Energy-related Activities(those not in Scope 1 or Scope 2)

43,836

41,61342,546

24,815

4. Upstream Transportation and Distribution

355,654

379,042

378,114552,711

5. Waste Generated in the Course of Business

120,006

109,636

107,578

83,335*products (UNIQLO and G.U., target range forfiscal 2030)

6. Business Trips

6,655

7,139

7,060

14,822*

7. Employee Commutes

61,12065,31456,40254,554

8. Upstream Leased Assets (recorded in Scope 1
and 2)----

9. Downstream Transportation and Distribution

-

-

-

-

10. Processing of Sold Products (not applicable)

-

-

-

-

11. Use of Sold Products (not applicable)

-

-

-

-

12. Post-use Processing of Sold Products

438,926

463,751429,219764,228*

-

-

-

-

10,086

5,655

3,405

2,731

13. Downstream Leased Assets (not applicable)
14. Franchises

15. Investments (not applicable)(Note) Changes have been made to the emissions units or activity level boundaries.
Our Scope 3 emissions have received third-party verification by SGS Japan Inc. for further credibility.
Scope of verification: Only Category 1 emissions for UNIQLO and G.U. product raw materials production, materials production,and sewing up through fiscal 2021, all applicable categories for Fast Retailing Group for fiscal 2022
(3) Human capital and diversity(i) Governance and (iii) risk management
See (1) sustainability in general (i) Governance and (iii) Risk management.
(ii) Strategy
Fast Retailing operates under the "One Globe: All Managers" policy where all employees, regardless of attributes such as
gender, nationality, religion, race, age, affiliation, and period of employment are provided growth opportunities. We also
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23

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contribute more broadly to society by realizing our corporate philosophy of "Changing clothes. Changing conventional wisdom.
Change the world" through the creation of a work environment that allows a diverse array of personnel to shine and make fulluse of their capabilities.
Priority Areas for Securing and Developing Human Resources
Fast Retailing's growth is driven by employees who are active around the world. We believe that personnel who can think forthemselves under high standards and ideals based on the common values of "trust, goodness, and beauty" and "customers first"
are the people who will help us achieve our goal of becoming the most beloved brand among customers throughout the world bycontinuously challenging themselves, taking action, and realizing accomplishments. To this end, we will strengthen our efforts
to acquire and develop human resources in the following three areas.
◇ In-store salespeople who meet the true needs of our customers
In-store salespersons who think for themselves and provide truly pleasant service that best fit the realities of the community
and the true needs of customers◇ Global management personnel
Global management personnel, including store managers, who exercise global leadership that transcends the boundaries ofcountries, communities, and business areas to achieve tangible results and contribute to society◇ World-class, highly specialized human resources
Personnel who, in addition to possessing world-class expertise in the digital, IT, creative, and global supply chain areas, among
others, are capable of developing new functions and mechanisms at a global standard meant to forge the future without being
restricted by existing concepts
Initiatives to secure personnel◇ Promotion of Diversity■ To continue creating LifeWear that fits into the lifestyles of all people, we will promote the development of a diverse
organization that unifies individuals with a rich array of unique characteristics and talents. We actively recruit women and
non-Japanese people who can become executive members of the Group, appoint employees who seek challenges and bringnew ideas into management and key roles regardless of their nationality or experience, and proactively support their growththrough appropriate evaluations and helping them as necessary.
■ We are advancing various measures to ensure that diverse human resources can work with peace of mind.
-Held regular female personnel development meetings, and career sessions with female executives and officers as
initiatives meant to help promote women in the workplace-Implemented human resource systems and measures that will allow all employees to choose work styles and form careersthat fit their stage in life, such as babysitter subsidy systems and childcare support systems-Implemented mentoring systems and intimate roundtable discussions with executive officers to support the careerdevelopment of foreign employees stationed at Tokyo Headquarters-To better respect diversity in sexual orientation and gender identity, formed a partner registration system in 2019, formed
the LGBTQ+ network organization "Symphony," and published an in-house magazine to promote understanding of
LGBTQ+ issues-Actively worked to hire employees with disabilities, resulting in an employment rate of people with disabilities at theFast Retailing Group of 4.89% in Japan in 2023 (the ratio required by law in Japan is 2.3%). These employment efforts
are currently expanding globally, including in Southeast Asia and Europe, and roughly 1,500 employees in the Groupoverall (as of August 2023) are people with disabilities◇ Advancement and Diversification of New Graduate Recruitment■ By changing our hiring system from systems that differed by brand or sales division to one that is uniform across the Group,
we have secured the level of personnel demanded by the Company that transcend the boundaries of brands. We will also
hire high-level professionals in digital, IT, creative, global supply chain management, and other positions from among new
graduates, and train them regardless of nationality.
■ We promote the recruitment of talented personnel who are motivated to work at our stores on a global scale. We will deepen
students' understanding of and identification with our business model and the essence of our trade by providing internships
and workshops in collaboration with universities around the world. Through these measures, we will identify talented
personnel who can play an active role in the field and develop them as candidates for management.
◇ Strengthening Mid-career Recruitment of Highly Skilled Professionals
We will strengthen our recruitment of world-class, highly specialized human resources. We will hire administrative personnel
from around the world who will lead the development of new functions and expansions of business in the digital, IT, creative,
and global supply chain management areas, among others.
◇ Securing Talented In-store Salespeople
We will work to secure talented sales personnel who can embody the “digital customer retailing industry” on-site, meaningthat they strive to connect with customers, convert their opinions into products, and deliver those products in an optimal
manner. By raising compensation levels to draw in superior and driven personnel, and preparing diverse career paths thatmatch their capabilities and growth, we intend to retain a staff of superior personnel.
Initiatives for Personnel Development and Fair Evaluation◇ Providing Global Growth Opportunities, Optimizing Staffing, and Promoting Organizational Diversity■ Global Job Rotation
Our goal is to enhance our management structures in each country by optimizing our allocation of administrative personnel
at the global level. In addition, talented personnel in each country will be strategically provided with growth opportunities
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24

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at a global scale that transcends the boundaries of their affiliated business operations and countries, and those who achieve
results will be appointed to the administrative management of each country.
■ Global Internal Recruitment
The internal recruitment system, which was previously operating within each country, shall be expanded to the Group andglobal scale. We have established a global open recruitment system that clearly indicates the positions required at the Groupand global scale in which employees can apply for positions regardless of the employee's brand, country, or department ofaffiliation. This system thus expands opportunities for employees to develop their careers at the global level.
■ Expanding Training Dispatches to Japan
Motivated and talented personnel overseas working at our stores throughout the world will be afforded opportunities to bedispatched to Japan for training after they are hired. This will help them gain a first-hand understanding of the standards ofcustomer satisfaction achieved by Japanese store managers and salespeople, as well as the Fast Retailing philosophies andJapanese culture that underly those standards, thereby helping train them as management candidates for the Company at the
global level.
◇ Dynamic and Fair Personnel Evaluations and Promotions
The Company has adopted a grading system that defines the skills and requirements sought for each position level, andconducts evaluations and promotions every six months based on individual abilities, regardless of personal attributes. We will
help bolster the growth of our employees by giving them significant promotions that may involve skipping grades dependingon their growth as employees. Furthermore, in order to ensure the fairness and transparency of evaluations, evaluations will
not just be conducted by direct supervisors to the employee in question, and will instead be conducted at a department-based
evaluation meeting that will also include HR personnel, while evaluations of employees of certain grades and above will be
conducted at a global evaluation meeting that is comprised of all executive officers of the Group.
◇ Training Salespeople and Preparing Diverse Career Paths
Our salespeople are provided fair evaluations, and can take advantage of promotion systems and career paths that
accommodate their capabilities. We also provide training essential to their growth as salespeople, such as "Fast Retailing
Philosophy and Values Training" and "Training to Develop Product Proposal Capabilities that Fit the Needs of Customers and
Go Beyond Knowledge of Existing Products," at appropriate times in order to make sure that our employees can work inenvironments that foster growth and long careers. Furthermore, if an employee is sufficiently motivated and capable, they canadvance their career from salesperson to store manager, and even into becoming management-level personnel. This availabilityof diverse career paths has been a strength of the Company since our founding, and our policy is to expand on this even further.
Bolstering Our Internal Environment◇ FR Management & Innovation Center
At the FR Management & Innovation Center, we promote the creation of an organization where diverse human resources
understand Fast Retailing's management philosophy and business principles, and can demonstrate their abilities in day-to-day
business activities based on these ideas. Specifically, Mr. Tadashi Yanai, Representative Director, Chairman, and President of
the Company, conducted training sessions using "Notes for Becoming a Corporate Executive," "The Spirit and Execution ofFR," and "What Has FR Changed?" In addition, we also offer opportunities for direct sessions with executive officers, suchas the CEOs of each nation including Mr. Yanai himself, and various educational and training programs. In addition, we hold
"FR Conventions" twice a year for all global store managers, head office employees, and talented store salespeople, in order
to disseminate company-wide strategies and important management messages.
◇ Expanding Global Headquarters Functions
By expanding Global Headquarters functions outside of Japan and into the United States, etc., among other locations, we will
establish a system where a diverse array of personnel can work in optimal locations while connected to the Company's corefunctions and the world.
◇ Implementing Employee Engagement Surveys
In order to promote the creation of an environment in which each and every employee can work enthusiastically and growwith urgency, we conduct an annual engagement survey of employees around the world. The survey results are analyzed bybusiness and by department, and issues are identified to establish KPIs for improvement measures, and promote initiatives toimprove the working environment. We also measure the progress and results of these efforts in order to connect them to further
improvements.
◇ Creating Work Environments Where Each Employee Can Actively Contribute in a Healthy and Safe Manner■ Fast Retailing Group Health and Safety Declaration
In order to become the world's safest and healthiest company for our employees, we have established eight basic health andsafety policies and action guidelines (Fast Retailing Group Health and Safety Declaration)■ Occupational health and safety management system
We have established the Fast Retailing Wellness Center, and are working with industrial physicians, public health nurses,
industrial counselors and related departments to implement various safety and hygiene measures, provide mental healthcare,and otherwise support our employees. In addition to our efforts to expand these functions globally, we are also striving todevelop appropriate operations and systems for these functions by managing and operating them in a manner separate frombusiness management.
■ Reducing working hours
We keep comply with international standards and local laws and regulations regarding working hours, rest periods, andholidays, and advance work styles that presume there will be no overtime work. In addition to having managerial staff ineach department oversee the monthly working hours of their employees, we are working to eliminate long working hours
by enhancing cross-departmental management and supervision of working hours through the human resource departments
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25

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of each country and each business.
(ix) Metrics and Targets
The main indicators to measure our progress on the above policies (targets and results for fiscal 2030) are as follows.

Ratio of Women in Management Positions (as of the end of August 2023)
Ratio of Women
Targets

Results Breakdown

Results

Total Number of

Of Which are

Promotees

WomenManagement (Global) (Note)

50%

44.7%

2,144

958

Of Which are Executive Officers

30%

9.6%

52

5

(Global)(Note) Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and executive officers, general managers and leaders at headquarters
Ratio of Non-Japanese Individuals in Management Positions (as of the end of August 2023)
Ratio of Foreign Individuals
Targets

Management (Global) (Note)

Results Breakdown

Results

80%

56.4%

Total Number of

Of Which are Non-

Promotees

Japanese
Individuals

2,144

1,210

Of Which are Executive Officers
40%
19.2%
52
10
(Global)(Note) Management positions refer to block leaders, area managers and branch managers above a certain grade in the Sales
Department, and executive officers, general managers and leaders at headquarters
FR Group Engagement Survey Scores (for 2023)
Looking at the fiscal 2023 survey results, the composite index was 74.3% (of 35,058 eligible potential respondents, 32,115
answered the survey, resulting in a 92% response rate). Based on these results, we are working to investigate issues and improvethem from the perspective of engagement. We plan to continue issuing this survey in the future.
Number of Eligible Potential Respondents

35,058

Number of Respondents

32,115

Response Rate

92%

Composite Index(*)
74.3%(Note) The percentage of employees who responded positively to engagement-related questions

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C. Risk(1) Policy
We believe that preventing and appropriately managing apparent and potential risks, in addition to anticipating unexpected risks
such as large-scale disasters and leaks of customer information, is essential for sustainable business growth. Therefore, we
regularly identify potential risks in our business activities, pinpoint critical risks, and constantly make improvements to oursystems for managing those risks.
The Risk Management Committee has been established directly under the Board of Directors. Chaired by the Group CFO, theRisk Management Committee centrally manages risk for the entire Company. The Risk Management Committee analyzes andevaluates how much and how often a risk impacts on business, and discusses countermeasures, starting with the most significant
risks and risks for which systems are not yet fully in place, with the aim of keeping those risks in check before they can occur. It
also reports critical risks to the Board of Directors and provides concrete support to each department regarding risk
countermeasures.

－

27

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(2) Individual risks
Of the risks pertaining to the status of businesses and accounting as described in the year-end report, the following are the mainrisks that it is recognized would have a particularly large impact on the Group's operating results and financial situation. Futurerisks discussed in the descriptions below are based on the Group's assessment as of the date of publication of this document. In
addition, the following list of risks is not exhaustive and may be affected in the future by risks that are unforeseeable or not
perceived to be critical as of the date of publication of this document. Furthermore, risks that are not indicated to have"materialized" in the "Risks and their Effects" column have not yet resulted in material risks, and both the likelihood and timingof their materialization remains uncertain.

Risk Item
Management personnel risk

Risks and their Effects

Main Initiatives

Members of the Group's management team, led• In each of the Group's businesses, we haveby Chairman, President and CEO Tadashi Yanai,
play a major role in their respective areas ofestablished a team-based executive
management structure to ensure that

responsibility. If any officer becomes unable tofulfill his or her duties and the Group is unabledecision-making and execution of duties are
not dependent on specific management

to find any personnel who can take on thoseimportant responsibilities, this could have an

personnel.
• In each business, the managers themselves

adverse impact on business performance.

personally train the management personnel
who will be their successors in thosepositions.
• We also actively recruit globally active
management talent on an ongoing basis, andwe have established dedicated educational
institutions to educate and train our hired
talent into managers.

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28

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Risk Item

Risks and their Effects

Main Initiatives

Country risks and risks
pertaining to international

The Group's infrastructure for the production,
supply, and sale of products may be adversely• The Group is moving forward withaffairs

impacted by events in countries and regions inwhich we manufacture products and conduct

flexibly to changes in international
conditions. This includes dispersing

business, due to factors including changes inpolitical or economic conditions, social disorderproduction sites across multiple countries andregions, as well establishing production

or deterioration of public safety due to terrorism
or conflicts, changes in legal or tax systems, ormanagement offices at our main production
hubs to enable the timely monitoring of andthe occurrence of large-scale natural disasters
such as earthquakes, strong winds, floods, andquick response to local circumstances.
• We have accounting, tax, and legal

infectious diseases on a global scale.

specialists stationed at Group companies'
offices to ensure that we can provide quick

establishing a supply chain that can respondand appropriate responses andcommunication in the event that a riskmaterializes.
• With respect to cross-border tensions anddeteriorating racial relations in specificcountries and regions, the Group as a global
company aims to contribute to the resolutionof social issues in countries and regions inwhich we operate, and to achieve a lasting
peaceful co-existence and co-prosperity inthe communities within each region andcountry.
Environmental risks• A delay in the Group’s response to climate• We persist in continually implementingchange by, for instance, reducing greenhouse gas

concrete and highly effective initiatives underemissions or switching to renewable energies, adelayed response to biodiversity, managing

our Environmental Policy, in six priority areas:addressing climate change, improving energy

water resources, managing chemical substances,
reducing waste emissions, and shifting to aefficiency, addressing biodiversity, managing
water resources, managing chemical

circular business model, among other issues, orthe failure to appropriately implement the above

substances, and improving waste management
and resource efficiency.
• In order to reduce our impact on climate

responses may result in losing the public trust in
the Group brand.
• There is the risk that the increase in extremechange, we will work to identify and reduce

weather due to climate change may adversely

greenhouse gas emissions in our businessactivities across the board, including every

affect our product supply systems and ourbusiness as a whole.

stage from production to disposal of products.
For more information on specific initiatives,
please see: 2. Our Sustainability Approach andInitiatives (2) Climate Change (ii) Strategy.
• We will strengthen our efforts based on our
Biodiversity Conservation Policy in order toavoid or minimize any negative impact on
biodiversity throughout our value chain and toconserve and restore biodiversity.

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29

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Risk Item
Large-scale disaster risks

Risks and their Effects

Main Initiatives

Large-scale disasters such as earthquakes,
typhoons, volcanic eruptions, fires, storms andLed by the Risk Management Committee, weare committed to establishing an

floods, explosions, and collapsed buildings canadversely affect our supply and sales systems,

infrastructure by which, in the event of an
actual or potential major earthquake or otherand also our management infrastructure in areas
where there are head offices, retail stores, andmajor disaster, we have an emergency
command system prepared, run by the

production plants for products sold by theGroup.

Emergency Response Headquarters to:ensure the safety of customers, employees,
and related personnel; mitigate damage tobusiness resources; prevent secondary
disasters; develop system infrastructure anddecentralized restoration bases for quickly
restoring business; prepare crisis
management manuals and promote the global
implementation of those manuals.

Risks related to resource

Disasters, climate change, and other factors may

We have entered into procurement

management and the
procurement of raw materials

cause escalating prices or difficulty in procuring
the raw materials (such as cotton, cashmere,

agreements with multiple suppliers so that weare able to source reasonably priced raw

down, etc.) used in the products sold by theGroup's businesses. If these risks materialize, thematerials, without having to rely on a specificsupplier for a specific raw material.

Group's product supply systems andperformance may be adversely affected.
Foreign currency risks• As many of the products handled by each of
the Group's businesses are imported fromoverseas production plants, fluctuations in thecurrencies of settlement may have an adverse
effect on the performance of each of ourbusinesses in some countries or regions.
• As the Group as a whole has financial assets
in a variety of currencies in line with where we
operate our businesses, fluctuations in exchange
rates against the Japanese yen, which is ourInformation security risks• In order to mitigate foreign exchange
volatility in our international businesses, wehave forward exchange contracts based on
our procurement forecasts regarding eachcountry and regional business. In thisprocess, the Group Board of Directors
discusses and approves specific hedging
policies such as hedge ratios, time periods,
and other aspects, taking into account theircontribution to our financial security.
• The Board of Directors deliberates on thefunctional currency, can have a major impact onfinancial gains and losses.

viability of the currencies in which our• If sensitive information such as customer• In order to ensure that confidential

information (including personal information)

information is properly managed, we haveand trade secrets, etc. were to be leaked or lost,
we would need to respond by recovering theestablished an Information Security Officeunder the direction of a Chief Security

information, and apologizing and paying
damages. This may adversely affect our business

Officer (CSO) who oversees the entire group,
and works in cooperation with the IT andperformance and lead to loss of trust among ourcustomers.
• If a government were to determine that we arelegal departments of each country and regionin which we operate.
• The Information Security Office builds andin violation of legal regulations that restrict the

improves the infrastructure needed totransfer of personal information between
countries and regions, such as the EU's Generalproperly manage sensitive information(especially customers' personal information)

Data Protection Regulation (GDPR), we may
lose customers' trust and be subject to significant

in anticipation of external attacks, internal
fraud and various other incidents. This isfines that would negatively impact our businessperformance.

done by putting in place infrastructure,evaluating our administrative processes and

－

30

－

financial assets are held.

ours contractors, establishing andstandardizing internal rules, and conducting
regular educational and awareness activities
in each business division.

－

31

－

Risk ItemIntellectual property risks

Risks and their Effects

Main Initiatives• Intellectual property rights apply in relation to• The Group has a dedicated department in

the Group's products and the latest technologies

place dealing with intellectual property. This

used in all kinds of areas, including productmanagement, store operations, and e-commerce

department investigates infringements during
product development and during thewebsites. These rights not being licensed to us
by their owners would present difficulties in our

implementation of technologies, and in aneffort to prevent infringements of intellectualuse of these technologies or in supplying
products.
• If these technologies or products were toproperty rights also runs education andawareness activities for Group employees.
• We actively take steps to acquire the rights

infringe on the intellectual property rights ofto new technologies that we develop.

others, we may be liable to pay substantial
damages or license fees that may adversely

Furthermore, we monitor markets in the
countries and regions in which we operate oraffect our business performance.
• If the Group's products were to be copied byplan to expand, and cooperate with local
legal departments, local law firms, andthird parties and sold at lower prices, this may
negatively impact our business.

government agencies to gather information
about counterfeit products and otherintellectual property infringements.
• If an infringement is confirmed or we fearsuch an infringement may have occurred, wework with local legal departments and local
law firms to quickly consider our course ofaction, including a legal response.

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Risk Item
Human rights risks

Risks and their Effects

Main Initiatives• Within the Group or its supply chain,• Fast Retailing Group's human rights policy

deterioration in working environment or in
health and safety, human rights violations suchis based on our view that our most important
responsibility is to respect the basic humanas forced labor, child labor, harassment or
discriminatory behavior, or other such acts thatrights of all people affected by the Group'sbusinesses, whether they are employees ofsignificantly infringe on the human rights of
those affected may result in the Group losing thethe Group or of our business partners, and toensure those employees' physical and mental

trust of our customers and suppliers, and may
negatively impact the supply and sale of ourhealth, safety, and peace of mind.
• We have established a Human Rights

products.
• In Europe, the United States, and otherCommittee as an advisory and supervisory
function, and we prevent human rights

countries and regions, tighter regulations andlegislation aimed at protecting human rights inviolations through implementing humanrights due diligence, human rights training,

the supply chain may have a negative impact on
the production, transportation and sales systems

and points of contact for reporting.
• Led by our Sustainability Department, wefor the Group's products.

are committed to maintaining and improving
suitable working environments with regard to
our supply chain, through monitoring work
environments at supplier factories, andoperating hotlines for the employees of thosefactories. We are also promoting the
procurement of raw materials for which the
production processes have been confirmed toproperly protect human rights and working
conditions, in accordance with international
standards.
• Going forward, we will establish
traceability down to the raw materials
procurement level for all countries andregions, and we will build a system thatallows us to confirm for ourselves that there
are no issues with human rights or working
conditions throughout the entire supply
chain. In addition, we will make use of thirdparty certification to objectively verify thathuman rights and working conditions arebeing properly protected.
• In the event that a human rights violation
does occur, in addition to the Human Rights
Committee investigating and deliberating on
the matter as necessary, we also have in placea framework for providing mental healthcare
for the victim.

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Risk Item
Risks originating from business
partners

Risks and their Effects

Main Initiatives• There are a variety of risks associated with

• In order to avoid entering into businessbusiness partners involved in product planning,

relationships with inappropriate partners, allproduction, transportation, and sales.
• These risks include the possibility that ourGroup companies carry out credit checks asnecessary when entering into a transaction

partners may not share the values and principlesof the Group, which may lead to a drop inwith a new business partner.
• In addition, in order to build appropriate

business efficiency, or the possibility that it
could be difficult for us to adequately collect on

business relationships with all of ourpartners, we have established Businessreceivables. These possibilities can have an
adverse effect on our business performance, andPartner Conduct Guidelines and conductbusiness only with those partners who agree

may result in our unintentionally engaging inbusiness with anti-social organizations (e.g.

to and comply with those guidelines.
• In response to the risks associated withcriminal groups and individuals) or violations oflaws on the part of our partners. If these risks

dealing with delivery operators andwarehouse operators, each of our businesses

were to materialize, they may lead to a loss oftrust in the Group among our customers andhas logistics personnel in place who are in
constant communication with our delivery

society.
• In addition, for example during theand warehouse-operating business partners.
These personnel are on-hand to promptlytransportation and delivery of products bydelivery operators or while products are being

report any problems that arise in productshipping or storage to local management andstored at a warehouse, products may bedestroyed, damaged, or stolen as a result of a

the Global Logistics Headquarters, a system
which enables them to promptly consider andnatural disaster or human behavior, or it may not
be possible to hand over products due to aaction a response.

problem arising with our partner or with local
laws and regulations.
Impairment risks

If profitability decreases due to changes in thebusiness environment, impairment losses may be• We apply impairment accounting torecorded under property, plant, and equipment
and right-of-use assets, among others.

identify unprofitable stores, and to ensure
proper accounting.
• We identify the underlying causes of aquickly identify signs of impairment, quickly

store's drop in profitability, and develop
fundamental profitability improvement plans
for them.

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Risk Item

Risks and their Effects

Main Initiatives

Risks arising from changes inthe business environment

In each country and region in which the Group'sbusinesses operates, changes in the businessWe collect timely information on the
products required by customers in theenvironment, such as inclement weather andchanges in consumption trends, may result incountries and regions in which the Group'sbusinesses operate. We have thedrops in product sales and the accumulation ofexcess inventory, negatively impacting our

infrastructure in place to immediately
commercialize those products as well as tobusiness performance.

produce and sell the quantity required,responding to changes in the businessenvironment as flexibly as possible.

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D. Management’s Discussion and Analysis of Consolidated Financial Condition, Results of Operations and Cash Flows(1) Summary of Business Results(a) Business Results
Analysis of Business Results for the year ended 31 August 2023
The Fast Retailing Group reported a record high performance in fiscal 2023, or the twelve months from 1 September 2022 to
31 August 2023, with revenue rising considerably to 2.7665 trillion yen (+20.2% year-on-year) and operating profit expanding
significantly to 381.0 billion yen (+28.2% year-on-year). UNIQLO International generated strong rises in both revenue andprofits in all markets. UNIQLO International revenue surpassed 50% of consolidated revenue for the first time, and operating
profit expanded to approximately 60% of the consolidated total. UNIQLO operations in North America, Europe, and Southeast
Asia continue to expand their customer bases and have entered a solid growth phase. Meanwhile, business performancerecovered in the Greater China region from the second half of the fiscal year and entered a renewed growth phase. With all
UNIQLO International operations and our GU operation now on a solid track, we have made further progress on diversifying
our earnings pillars. We recorded 56.8 billion yen in finance income net of costs, comprising primarily of 31.5 billion yen ininterest net income and 25.3 billion yen in foreign exchange gains on foreign-currency denominated assets. As a result, profit
before income taxes increased to 437.9 billion yen (+5.9% year-on-year) and profit attributable to owners of the parent
expanded to 296.2 billion yen (+8.4% year-on-year) in fiscal 2023, which represented a new record high performance for thethird consecutive year.
Capital expenditure increased by 15.5 billion yen year-on-year in fiscal 2023 to 102.0 billion yen. That figure can be broken
down into 23.6 billion yen for UNIQLO Japan, 33.3 billion yen for UNIQLO International, 8.7 billion yen for GU, 1.8 billion
yen for Global Brands, and 34.4 billion yen for systems, etc. We are establishing a solid global operational base by investing in
new store openings, while also continuing to invest in automated warehousing.
The Fast Retailing Group has been focusing on a number of areas as part of its quest to become a global No.1 brand that isessential to daily living and is trusted by all customers around the world. Those measures include (1) Further progressing thedevelopment of a digital consumer retailing industry, (2) Diversifying global earnings pillars, (3) Pursuing a business model inwhich the development of business itself helps advance sustainability, (4) Expanding the GU business segment, as well as
Theory and other Group brands, and (5) Strengthening human capital. We aim to enhance our product development andbranding and accelerate new store openings at UNIQLO International in particular as the growth pillar of the Fast RetailingGroup. We are also committed to creating clothing that prizes our LifeWear concept for ultimate everyday clothes in order tohelp build a sustainable society. Our aim is to create high-quality clothing that lasts a long time, clothing that exerts a lower
impact on the planet and is made in healthy and safe working environments, and circular clothing that can be recycled or reused.
UNIQLO Japan
UNIQLO Japan reported increases in both revenue and profit in fiscal 2023, with revenue totaling 890.4 billion yen (+9.9%
year-on-year) and operating profit totaling 117.8 billion yen (+9.2% year-on-year). Full-year same-store sales (including ecommerce) expanded by 7.6% year-on-year. In the first half from 1 September 2022 through 28 February 2023, same-store sales
expanded by a considerable 10.0% year-on-year thanks to strong sales of HEATTECH innerwear and other Winter items as theweather remained cold. Same-store sales subsequently increased by 4.7% year-on-year in the second half from 1 March through
31 August 2023 on strong sales of AIRism innerwear, AirSense Jacket (Ultra Light Jacket), and Pleated Pants. Meanwhile, fullyear e-commerce sales expanded by 2.3% year-on-year in fiscal 2023 to 133.8 billion yen, constituting 15.0% of total revenue.
The UNIQLO Japan gross profit margin contracted by 1.0 point year-on-year in fiscal 2023. This was due to a 2.2 point yearon-year contraction in the first-half gross profit margin following a considerable weakening in the yen spot exchange rates used
for additional production orders. Meanwhile, the second-half gross profit margin improved by 0.4 point year-on-year on theback of improved discounting rates and cost of sales in the fourth quarter from June to August 2023. The selling, general andadministrative expense ratio improved by 0.6 point in fiscal 2023 as strong sales helped improve component cost ratios such as
store rents and distribution.

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36

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UNIQLO International
UNIQLO International reported a record high performance in fiscal 2023 on the back of significant increases in both revenue
and profit, with revenue rising to 1.4371 trillion yen (+28.5% year-on-year) and operating profit expanding to 226.9 billion yen(+43.3% year-on-year).
Breaking down the UNIQLO International performance into individual regions and markets, the Greater China region reported
significant increases in both revenue and profit, with revenue rising to 620.2 billion yen (+15.2% year-on-year) and operating
profit totaling 104.3 billion yen (+25.0% year-on-year). While sales in the region struggled in the first half due to COVID-19,
performance recovered to a greater degree than expected in the second half, which resulted in a record full-year performance.
UNIQLO South Korea and UNIQLO Southeast Asia, India & Australia reported significantly higher revenue and profits, withrevenue for those markets rising to 449.8 billion yen (+46.1% year-on-year) and operating profit totaling 78.2 billion yen (+36.4%
year-on-year). Revenue and profit at UNIQLO South Korea increased after the operation successfully strengthened
communication of pertinent information about core products. UNIQLO Southeast Asia, India & Australia reported considerable
rises in both revenue and profit. First-half revenue and profit rose significantly on the back of strong sales primarily of coreproducts that were generated by an expansion in the operation’s customer base and a recovery in travel-related demand. While theregion reported a large increase in second-half revenue, second-half operating profit contracted slightly on the back of a decline
in the gross profit margin. This decline was due to our decision to conduct a certain amount of discount sales in the second halfof fiscal 2023 compared to the second half of fiscal 2022 when supply disruptions resulted in insufficient inventory, making it
impossible to conduct special sales promotions. The second-half gross profit margin was also adversely impacted by safeguard
measures in Indonesia. UNIQLO North America achieved a large increase in revenue and profit in fiscal 2023, with revenue
totaling 163.9 billion yen (+43.7% year-on-year) and operating profit totaling 21.1 billion yen (+91.9% year-on-year). The
operation managed to maintain strong sales throughout the period by holding sufficient volumes of products targeted for strategic
sales and enhancing the communication of pertinent product information. UNIQLO Europe achieved large increases in revenue
and profit in fiscal 2023, with revenue totaling 191.3 billion yen (+49.1% year-on-year) and operating profit coming in at 27.3
billion yen (+82.5% year-on-year) as European customers developed an even deeper affinity for our LifeWear concept and theregion’s customer base expanded as a result.
GU
Our GU segment reported large increases in both revenue and profit in fiscal 2023, with revenue totaling 295.2 billion yen(+20.0% year-on-year) and operating profit totaling 26.1 billion yen (+56.8% year-on-year). GU was able to generate strong
sales throughout the period by successfully narrowing down the number of product items on offer and strategically preparing asufficient supply of products that captured mass fashion trends. Sales of Heavy Weight Sweat wear, Super Wide Cargo Pants,
Pull-on Pants, and other products proved especially strong. GU’s selling, general and administrative expense ratio also improvedon the large rise in sales and stronger cost controls, which led to a 2.1 point improvement in the operating profit margin.
Global Brands
In fiscal 2023, the Global Brands segment reported a rise in revenue to 141.6 billion yen (+15.0% year-on-year) and a moveback into the black after posting a business profit of 0.5 billion yen (compared to a loss of 0.2 billion yen in fiscal 2022). The
segment’s operating loss expanded to 3.0 billion yen (compared to a loss of 0.7 billion yen in fiscal 2022) but that was due to therecording of impairment losses relating to the closure of unprofitable stores and the cost of structural reforms at the Comptoir
des Cotonniers label. Our Theory label reported significant increases in both revenue and profit, which were fueled by strong
performances from the label’s Asian and Japanese operations. Sales of jackets, pants, dresses, and other “going-out” attires
proved particularly strong after we focused primarily on appealing the value of the brand’s core ranges. Our PLST label reported
an increase in revenue and a smaller operating loss in fiscal 2023. Finally, our Comptoir des Cotonniers brand reported a decline
in revenue and a wider operating loss for the year.

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37

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Sustainability
Fast Retailing is advancing its LifeWear concept—the ultimate in everyday clothing, designed to make everyone's life better—to create apparel that not only emphasizes quality, design, and price but also meets the definition of good clothing from thestandpoint of the environment, people, and society. Our sustainability activities focus on six priority material areas: Creating newvalue through products and services; Respecting human rights and labor environment in our supply chain; Respecting theenvironment; Strengthening communities; Supporting employee fulfillment; and Implementing good corporate governance. The
main company activities during the current consolidated fiscal year are as follows.
■ Creating new value through products and services:
UNIQLO is promoting the PEACE FOR ALL initiative, in which graphic T-shirts designed by celebrities who agree with ourdesire to take action for world peace are sold worldwide at UNIQLO stores and online, with all profits (equivalent to 20% of thesale price per shirt) donated to the three organizations with which we have formed a partnership. Donations are used to support
activities that help those affected by poverty, discrimination, violence, conflict, and war. Since the start of the initiative in June
2022, 29 groups of celebrities have participated, with proceeds reaching 697 million yen by the end of August 2023.
In addition, UNIQLO's RE.UNIQLO STUDIO, which provides customized services including repairing and remaking, opened
in Japan at the UNIQLO Setagaya Chitosedai store in October 2022, and at the Maebashi Minami IC store and Tenjin store in
April 2023. As of the end of August 2023, the total number of RE.UNIQLO STUDIO stores has increased to 25 stores in 13
countries and regions. As they help to promote UNIQLO's clothing concept of LifeWear and to support customers to enjoy theirfavorite clothes, we will further develop the concept by opening six stores in Japan this September.
■ Respecting human rights and working environments in our supply chain:
We are also continually improving our efforts to address human rights and labor issues throughout our entire supply chain. At
garment factories and fabric mills, we carry out checks on the working environment and other conditions independently or
through third-party organizations, and results of these checks are disclosed on our website. In FY2023, we have expanded thescope of our Code of Conduct to also include major textile mills upstream in our supply chain to ensure regular working
environment audits are conducted and confirm traceability information. A hotline is also available so that employees at major
garment factories and fabric mills can speak directly with Fast Retailing anonymously and in their local language. The number ofcases and a summary of complaints are disclosed on our website. We are also continuing our support through the Female
Empowerment Program at our partner garment factories, with the aim of improving the status of women in the apparel industry.
■ Respecting the environment:
Efforts are steadily being made by individual project teams to reduce greenhouse gas emissions across stores and major offices
by 90%, and by 20% across the supply chain, by FY2030 (compared to FY2019), to switch about 50% of our total raw material
usage to recycled materials, and to reduce water consumption in cotton production. Of the UNIQLO products planned forspring/summer 2023, about 6% of all materials used were recycled, and about 24% of the polyester used was recycled. Regarding
the entire supply chain's impact on biodiversity, we are also working to lessen out impact on the environment by looking into how
production farms for cashmere and other materials affect the natural environment. As a result of our proactive initiatives andtransparency on climate change and water security, in 2022 we were recognized as an "A-List" company by the Carbon
Disclosure Project (CDP), an international non-profit organization that provides a platform for environmental information
disclosure. The UNIQLO Maebashi Minami IC store that opened in April 2023 has become a role model for energy efficiency for
its efforts including reducing power consumption through a variety of energy-saving technologies and generating electricity using
solar panels. We will continue to push on with verification and increase the number of energy-saving stores.
■ Strengthening communities:
In September 2022 we partnered with the United Nations High Commissioner for Refugees (UNHCR) to start a project
promoting self-reliance for 1,000 female Rohingya refugees in Cox's Bazar, Bangladesh—the largest refugee camp in theworld—by giving them sewing skills training so that they can start producing fabric sanitary napkins and other products. The
project produces about 2 million fabric sanitary napkins and 430,000 women's shorts, which are distributed within the refugee
camp as relief supplies. We are also making donations and providing clothing supplies to victims of the major earthquake thatstruck Türkiye and Syria, as well as those affected by floods in Japan.
■ Supporting employee fulfillment:
We are implementing various initiatives to promote diversity in four priority areas of gender, Global One Team, disabilities, andLGBTQ+, including the introduction of systems and training programs to support relevant parties. In February 2023, we received
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38

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a diversity score of 96 points (out of 100) and received the highest possible rating of "Best Workplace" in the 2022 D&I Awards,
which evaluate companies' efforts to promote diversity and inclusion. This award recognizes our efforts to create a work
environment that respects the individuality of each employee and provides equal opportunities to take on challenges and expand
individuals' potential.
■ Implementing good corporate governance:
Each committee is engaged in open and active discussion to enable rapid and transparent management. The Nomination andRemuneration Advisory Committee discussed policies regarding appointment of directors and corporate auditors, as well as longterm incentives for directors. The Human Rights Committee reported on the results of working environment monitoring audits
conducted at textile mills and on future measures to be taken. They also discussed the human rights due diligence framework forour partners in the distribution area. The Risk Management Committee has been discussing countermeasures for information
security and other risks, and has strengthened risk management in business activities.
(b) Cash Flow Information
Cash and cash equivalents as at 31 August 2023 had decreased by 455.0 billion yen from the end of the preceding fiscal year to903.2 billion yen.
(Operating Cash Flows)
Net cash generated by operating activities for the year ended 31 August 2023 was 463.2 billion yen (430.8 billion yen was
generated during the year ended 31 August 2022). The principal factors were cash inflow from profit before tax for 437.9 billion
yen, depreciation and amortization for 186.8 billion yen and decrease in inventories for 46.9 billion yen, and cash outflow fromforeign exchange gains for 25.3 billion yen and income taxes paid for 160.3 billion yen.
(Investing Cash Flows)
Net cash used in investing activities for the year ended 31 August 2023 was 574.4 billion yen (212.2 billion yen was used during
the year ended 31 August 2022). The principal factors were 204.8 billion yen of net increase in bank deposits with original
maturities of three months or longer and 271.7 billion yen in payments for acquisition and proceeds from sale and redemption of
investment securities.
(Financing Cash Flows)
Net cash used in financing activities for the year ended 31 August 2023 was 364.5 billion yen (213.0 billion yen was used during
the year ended 31 August 2022). The principal factors were 130.0 billion yen in repayment of redemption of bonds, 73.0 billion
yen in dividends paid to owners of the Parent and 140.6 billion yen in repayments of lease liabilities.

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39

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(2) Summary of Revenue and Purchasing(a) Revenue by division
Year ended 31 August 2022
(From 1 September 2021 to
31 August 2022)

Division

Revenue(Millions of yen)

Year ended 31 August 2023
(From 1 September 2022 to
31 August 2023)

Percentage of total(%)

Revenue(Millions of yen)

Percentage of total(%)

Men’s clothing

347,504

15.1

387,194

14.0

Women’s clothing

349,72315.2

392,864

14.2

Children’s & babies’ clothing

63,9022.8

65,434

2.4

Goods and other items

31,6291.4

37,596

1.4

792,75934.5

883,090

31.9

17,501

0.8

7,337

0.3

810,26135.2

890,42732.2

1,118,763

48.6

1,437,147

51.9

1,929,024

83.8

2,327,575

84.1

GU operations

246,055

10.7

295,206

10.7

Global Brands operations

123,1625.4

141,685

5.1

2,880

0.1

2,090

0.1

2,301,122

100.0

2,766,557

100.0

Total sales of UNIQLO Japan
Franchise-related income &alteration charges
Total UNIQLO Japan operations
UNIQLO International operations
Total UNIQLO operations

Other operations
Total(Notes) 1. “Franchise-related income” refers to the proceeds from garment sales to franchise stores and royalty income. “Alteration
charges” refers to income generated from embroidery prints and alterations to the length of pants.
2. “UNIQLO operations” covers the selling of UNIQLO brand casual clothing.
3. “GU operations” covers the selling of GU brand casual clothing.
4. “Global Brands operations” consists of Theory operations (selling of the Theory and other brands clothing), PLST
operations (selling of the PLST and other brands clothing), COMPTOIR DES COTONNIERS operations (selling of the
COMPTOIR DES COTONNIERS and other brands clothing), and PRINCESSE TAM. TAM operations (selling of the
PRINCESSE TAM. TAM and other brands clothing).
5. “Other operations” includes the real estate leasing business, etc.
6. E-commerce revenue from UNIQLO Japan
Fiscal year ended 31 August 2022: 130,918 million yen;
Fiscal year ended 31 August 2023: 133,894 million yen.

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40

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(b) Sales per unit
Summary

Year ended
31 August 2023
(From 1 September 2022 to
31 August 2023)

Year-on-year change (%)

2,186,343 million yen

122.8

2,862,882 m2

103.6

763 thousand yen

118.5

89,377 persons

97.1

24,462 thousand yen

126.5

Revenue
Sales floor area (average)

Sales per m2

Sales per m2 (yearly)
Number of employees (average)

Sales per employee

Sales per employee (yearly)(Notes) 1. These figures are solely for UNIQLO Japan operations and UNIQLO International operations.
2. Sales figures indicate store sales, and do not include internet sales, products supplied to franchise stores, management andadministrative fees, or alteration charges.
3. “Sales floor area (average)” is the average number of the sales floor area as at current year end and previous year end.
4. “Number of employees (average)” includes junior employees, part-time workers, contract workers, or temporary staff
seconded from other companies, but does not include operating officers. The number of junior employees and part-timeworkers is stated at the average number of registered personnel.
(c) Purchases
Year ended 31 August 2023
(From 1 September 2022 to 31 August 2023)
By product category
Purchases(Millions of yen)

Year-on-yearchange(%)

Percentage of total(%)

Men’s clothing

185,813

94.7

14.4

Women’s clothing

199,042

107.0

15.4

Children’s & babies’ clothing

31,12289.5

2.4

Goods and other items

16,880110.7

1.3

432,858

100.1

33.5

643,252

115.6

49.7

1,076,111

108.8

83.2

GU operations

159,686

119.7

12.3

Global Brands operations

57,72591.4

4.5

1,293,522

109.1

100.0

Total UNIQLO Japan operations
UNIQLO International operations
Total UNIQLO operations

Total(Notes) 1. “UNIQLO operations” covers the selling of UNIQLO brand casual clothing.
2. “GU operations” covers the selling of GU brand casual clothing.
3. “Global Brands operations” consists of Theory operations (selling of the Theory and other brands clothing), PLST
operations (selling of the PLST and other brands clothing), COMPTOIR DES COTONNIERS operations (selling of the
COMPTOIR DES COTONNIERS and other brands clothing), and PRINCESSE TAM. TAM operations (selling of the
PRINCESSE TAM. TAM and other brands clothing).
4. There are businesses other than the above, mainly real estate leasing, but they do not involve purchasing due to the nature of
the activity.

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(3) Consideration of Performance Conditions on Management’s Perspective(a) Significant accounting policies and estimations
The Group’s consolidated financial statements were prepared in accordance with IFRS. Accounting estimates are necessary forthe preparation of consolidated financial statements, so when judging the recoverability of impaired non-financial assets ordeferred tax assets, etc., estimates are either made based on past performance, or based on assumptions that are judged to bereasonable under the circumstances. Please see “9. Financial Information (6) Notes to the consolidated financial statements” fordetails.
(b) Analysis of management performance for the year ended 31 August 2023
Please see "D. Management’s Discussion and Analysis of Consolidated Financial Condition, Results of Operations and Cash
Flows (1) Summary of Business Results" for analysis of management performance.
(c) Sources of funding and analysis of fund liquidity(i) Basic Approach to Financial Strategy
For the Group, the guiding principle behind the financial strategy is to maximize free cash flow through the Group's businessactivities while maintaining a strong financial standing, and also to ensure investment capital for growth, and on-hand liquidity,
while preserving a certain level of shareholder returns for each fiscal year.
In order to maintain a strong financial standing, we will ensure adequate on-hand liquidity to enable us to withstand the unexpected,
such as inclement weather and infection, while continuing to adhere to the principle of funding investment capital through ouroperating cash flows. In addition, we will also ensure stable external funding.
(ii) Cash Flow and Liquidity Information
As a feature of apparel retailing industry, the Group is committed to ensuring on-hand liquidity of three to five months' worth ofsales in order to prepare for unexpected circumstances on working capital or inclement weather. Cash and cash equivalents
amount to 903.2 billion yen at the end of the consolidated fiscal year under review, against revenue of 2.7665 trillion yen for the
consolidated fiscal year under review. We believe the current on-hand liquidity is adequate.
(iii) Key Details of Funding Needs
In terms of capital expenditure used in operating activities, the Group's funding needs include stock, logistics, advertising andpromotion, rental expenses (rent for stores, etc.), and labor costs.
In addition, capital expenditure for investment activities includes investing in logistics warehouses and IT investments (selfcheckouts in-store, investments in e-commerce and supply-chain-related systems) to promote the Ariake Project, in addition to
store-related investments (opening new stores and renovating existing stores).
(iv) Funding
In order to stably and swiftly secure the funds required to maintain and expand the Group's businesses, we are striving to maximize
free cash flow through our business activities while also making effective use of internal and external funds.
To maintain a strong financial standing, we are funding investment capital through our operating cash flow in principle.
However, we also plan to diversify our funding and improve capital efficiency, and also make use of corporate bonds (pastcumulative total of 500 billion yen) to raise capital. We will continue to consider procuring corporate bonds in a timely andappropriate manner, while also investing the funds into expansion of our overseas business and promotion of various projects.
Recognizing that sustaining and improving stable external funding is an important management issue, the Group has obtained
S&P (Standard & Poor's) and JCR (Japan Credit Rating Agency) ratings. At the time of publishing, our S&P rating is"A+" (stable) and our JCR rating is "AA" (positive). We also maintain good business relationships with key financial institutions.
During the consolidated fiscal year under review, sales and profits increased. We have been able to ensure sufficient liquidity
without the need for additional external funding due to reduction of our costs and use of inventories.
Going forward, we will continue to maintain a strong financial standing and endeavor to sustain and improve stable externalfunding.

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42－

E. Major Contracts
Not applicable.
F. Research and Development
Not applicable.

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5. Capital Expenditures
A. Capital Expenditures
UNIQLO Japan opened 34 new stores. UNIQLO International opened 77 stores in the Greater China, 8 in South Korea, 5 inSingapore, 4 in Malaysia, 12 in Thailand, 9 in the Philippines, 15 in Indonesia, 7 in Australia, 7 in Vietnam, 3 in India, 6 in UnitedStates of America, 2 in Canada, 2 in United Kingdom, and 1 in Spain. GU opened 52 new stores. In addition, Global Brands opened
41 new stores.
As a result, the Group’s capital expenditure increased by 15.5 billion yen year-on-year in fiscal 2023 to 102.0 billion yen. That
figure can be broken down into 23.6 billion yen for UNIQLO Japan, 33.3 billion for UNIQLO International, 8.7 billion yen for GU,
1.8 billion yen for Global Brands, and 34.4 billion yen for systems, etc. In addition to store openings, we are establishing a global
business foundation by continuing to invest in automated warehouses.
The above figures do not include consumption tax, etc. In addition, the investments in right-of-use assets relating to lease payments
are not included.
B. Important Facilities
As at 31 August 2023, the Group’s important facilities were shown as below:(1) Information about the Reporting Entity
Area (m2)Company name

Type of facility

Capital expenditure (Millions of yen)

Location
Land

FAST RETAILING
CO., LTD.

Head office

Yamaguchi City,
Yamaguchi
Prefecture

Commercial
establishments

Chuo-ku, Fukuoka
City, etc.

OthersLand

Buildings

Right-ofuse assets

Deposits /Guarantees

Others

Total

Number of
employees

95,255.83

1,047

673

-

-

96

1,817

41

-

-

43

4,032

1,231

5,358

10,665-29,308.87

76

16,463

91,120

5,214

5,967

118,8421,666(2) Subsidiaries in Japan
Area (m2)Company name

Type of facility

Land

Buildings

Right-ofuse assets

Deposits /Guarantees

18,58743,42926,168

2,673

OthersTotal

UNIQLO Japan, others

19,960.76

353

7,718

44,051

4,070

30,401

86,595

3,738

Total for UNIQLO Japan

22,551.82

803

26,30587,48030,23833,075

177,90312,482--

13,42322,49910,0192,459

48,402

4,908

-

-

229

285

198

60

774

841

-

-

242

297

822

98

1,461

584

Stores in Japan, etc.

LINK THEORYJAPANStores in Japan, etc.

CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture, etc.
Yamaguchi City,
Yamaguchi

91,308

Number of
employees

450

G.U. CO., LTD.

PLST CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture etc.

Land2,591.06

Stores in Japan, etc.
UNIQLO CO., LTD.

Capital expenditure (Millions of yen)

Location

8,744

Prefecture, etc.
Stores in Japan, etc.

Yamaguchi City,
Yamaguchi
Prefecture, etc.

－

44

－

(3) Overseas subsidiaries
Area (m2)Company name

Type of facility

Capital expenditure (Millions of yen)

Location
Land

Land

Buildings

Right-ofuse assets

Deposits /Guarantees

Others

Total

Number of
employees

FAST RETAILING(CHINA) TRADING
CO., LTDUNIQLOInternational store,
etc.

Shanghai, PRC--

23,443

11,9695,209

11,97852,601

13,591UNIQLO TRADING
CO., LTD.

UNIQLOInternational store,
etc.

Shanghai, PRC

-

-

980

1,066

457

380

2,885

823

FAST RETAILING(Shanghai)
TRADING CO., LTD

UNIQLOInternational store,
etc.

Shanghai, PRC

-

-

1,071

1,420

356

245

3,093

449

FRL Korea Co., Ltd.

UNIQLOInternational store,etc.

Seoul, South Korea

-

-

2,893

2,920

5,063

972

11,851

1,642

-

-

-

76

14

0

91

3

FAST RETAILING(SINGAPORE) PTE.
Ltd.

Office, etc.

Republic ofSingapore

UNIQLO(THAILAND)COMPANY
LIMITEDUNIQLOInternational store,etc.

Bangkok,
Kingdom of Thailand

-

-

2,229

3,429

1,528

1,185

8,373

1,705

PT. Fast RetailingIndonesia

UNIQLOInternational store,
etc.

Jakarta, Indonesia

-

-

3,080

1,874

661

1,598

7,215

1,896

UNIQLO Australia
Pty Ltd.

UNIQLOInternational store,
etc.

Melbourne, Australia

-

-

2,880

14,111

12

5,145

22,150961

Fast Retailing USA,Inc.

Office, etc.

New York, U.S.A.

-

-

6,301

48,691576

8,846

64,415

2,318

UNIQLO EUROPE
LIMITEDUNIQLOInternational store

London, United
Kingdom--

14,42432,366595

4,529

51,9163,365

Ho Chi Minh,
Vietnam

-

-

3,542

4,042

201

933

8,719

946

UNIQLO VIETNAM
CO., LTD.

UNIQLOInternational store,
etc.

UNIQLO INDIA
PRIVATE LIMITEDUNIQLOInternational store,etc.

New Delhi,
Republic of India

-

-

1,693

1,389

288

458

3,829

483

GU (Shanghai)
Trading Co., Ltd.

International store,
etc.

Shanghai, PRC

-

-

134

180

59

23

397

79

Fast Retailing France
S.A.S.

Office, etc.

Paris, France

-

-

-

574

30

40

644

216

COMPTOIR DES
COTONNIERS
S.A.S.

International store,
etc.

Paris, France

-

-

188

698

302

29

1,219

229

PRINCESSE
TAM.TAM S.A.S.

International store,
etc.

Paris, France

-

-

112

554

198

36

902

163

(Notes) 1. When facilities are subleased within the Group, the accompanying documentation is included in the documentation
disclosed to the sublessor.
2. Most items in the “Others” category for the reporting entity are Ariake head office (Koto-ku, Tokyo), Roppongi head office(Minato-ku, Tokyo), the old head office (Ube City, Yamaguchi), lands and buildings for store use subleased to UNIQLO
CO., LTD. and G.U. CO., LTD. by the sublessor company (Chuo-ku, Tokyo and Yokohama City, Kanagawa) and logistics
warehouses (Ibaraki City, Osaka).
3. Monetary amounts are reported at book value.
4. The number of employees does not include operating officers, junior employees, or part-time workers.
5. Assets are not expressed as allocated among business segments.

－

45

－

C. Plans for new facility construction, old facility removal
The following are the important new facility construction and / or facility removal projects planned as at 31 August 2023. In
addition, the investments in right-of-use assets relating to lease payments are not included.
(1) Important new facilities
The capital investment plans (new facility construction, expansion) for each segment for the year ending 31 August 2024 (1September 2023 – 31 August 2024) are as follows.
Segment

Capital investment(Millions of yen)

Details of investment

UNIQLO Japan

9,710

New store openings (approx. 40 stores)

UNIQLO International

38,397

New store openings (approx. 180 stores)

GU

5,596

New store openings (approx. 43 stores)

853

New store openings (approx. 27 stores)

Others26,800IT-related investments, warehouses, etc.

Total

81,356

Global Brand Business(Notes) It is expected that the Group will be able to meet its funding needs from equity capital, corporate bonds, borrowings, etc.
There were no planned construction of important facilities as at 31 August 2023.
(2) Planned removals of important facilities
There were no planned removals of important facilities as at 31 August 2023.

－

46

－

6. Stock Information and Dividend Policy
A. Stock Information(1) Number of Shares(a) Total number of shares
Type

Total number of authorized shares (shares)

Common stock

900,000,000

Total

900,000,000(b) Shares issued

Type

Shares issued
as at 31 August 2023
(shares)Number of sharesissued as at submission
date (shares)(30 November 2023)

Name of financial
instrument exchangeof listing or authorized
financial instruments
firms association

Details

Prime Market of the
Tokyo
Common stock

318,220,968

318,220,968

Stock Exchange andthe Main board of
The Stock Exchange ofHong Kong Limited

100 sharesas one unit

(Note)
Total

318,220,968

318,220,968--(Note) Hong Kong Depositary Receipts (“HDRs”) are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

－

47

－

(2) Share Subscription Rights(a) Details of the Stock Option Program
The Company has instituted a stock option program that grants rights to acquire new shares pursuant to the Companies Act ofJapan. Matters stated below are details of the program current as at the final day of the current fiscal year (31 August 2023).
Details of changes made during the period from the final day of the current fiscal year until the end of the previous month (31October 2023) on the submission date are shown in brackets [ ].
(i) Share subscription rights A type
4th
Resolution date

10 October 2013

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

5th

6th

9 October 2014
Employees of theCompany:
Employees of the Groupsubsidiaries:

19

11

8 October 2015
36

16

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

1,392 [398]6,495 [6,372]

357 [357]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

4,176 [1,194]

19,485 [19,116]

1,071 [1,071]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of sharesubscription rights

From 3 December 2016
to 2 December 2023

From 14 November 2017
to 13 November 2024

From 13 November 2018
to 12 November 2025

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 12,370
Paid-in capital: 6,185

Issue price: 14,125
Paid-in capital: 7,062

Issue price: 15,219
Paid-in capital: 7,609

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Same as left

－

48

－

15

19

7th
Resolution date

13 October 2016

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

8th

9th

12 October 2017
Employees of theCompany:
Employees of the Groupsubsidiaries:

16

23

11 October 201819

27

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

835 [835]

2,596 [2,596]

2,166 [2,166]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

2,505 [2,505]

7,788 [7,788]

6,498 [6,498]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of sharesubscription rights

From 11 November 2019
to 10 November 2026

From 10 November 2020
to 9 November 2027

From 9 November 2021
to 8 November 2028

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 11,561
Paid-in capital: 5,780

Issue price: 12,549
Paid-in capital: 6,274

Issue price: 19,425
Paid-in capital: 9,712

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Same as left

－

49

－

17

32

10th
Resolution date

10 October 2019

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

11th

12th

15 October 2020
Employees of theCompany:
Employees of the Groupsubsidiaries:

1146

14 October 2021
18

47

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

2,038 [2,038]

1,746 [1,746]

2,479 [2,479]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

6,114 [6,114]

5,238 [5,238]

7,437 [7,437]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of sharesubscription rights

From 8 November 2022
to 7 November 2029

From 13 November 2023
to 12 November 2030

From 12 November 2024
to 11 November 2031

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 22,019
Paid-in capital: 11,010

Issue price: 25,853
Paid-in capital: 12,926

Issue price: 24,391
Paid-in capital: 12,195

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Same as left

－

50

－

19

47

13th
Resolution date

15 December 2022

Class and number of recipients

Officers of the Company:

Number of stock options (Shares)

7,783 [7,783]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Number of shares to be issued upon
exercise of share subscription rights(Shares)

23,349 [23,349]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Exercise period of sharesubscription rights

From 20 January 2026
to 19 January 2033

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 23,605
Paid-in capital: 11,803

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)

37

－

51

－

(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (ineach event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the mattersstated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and numberof shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amountobtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can beissued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the first day of the period during which share subscription rights can be exercised asprescribed above or the day on which a Reorganization takes effect through the final day of the period during which sharesubscription rights can be exercised as prescribed above.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of theshare subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directorsof the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have beenadjusted.

－

52

－

(ii) Share subscription rights B type
4th

5th

6th

Resolution date

10 October 20139 October 2014

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

1,622 [668]4,240 [4,126]

4,932 [4,654]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

4,866 [2,004]

12,720 [12,378]

14,796 [13,962]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of sharesubscription rights

From 3 January 2014
to 2 December 2023

From 14 December 2014
to 13 November 2024

From 13 December 2015
to 12 November 2025

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 12,505
Paid-in capital: 6,252

Issue price: 14,266
Paid-in capital: 7,133

Issue price: 15,382
Paid-in capital: 7,691

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Same as left

Employees of theCompany:
Employees of the Groupsubsidiaries:

180

706

－

53

－

8 October 2015
223

785

Employees of theCompany:
Employees of the Groupsubsidiaries:

274

921

7th
Resolution date

13 October 2016

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

8th

9th

12 October 2017
339

1,096

Employees of theCompany:
Employees of the Groupsubsidiaries:

11 October 2018
395

1,152

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

7,363 [6,937]

13,190 [12,820]

11,795 [11,500]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

22,089 [20,811]

39,570 [38,460]

35,385 [34,500]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of share subscription
rightsFrom 11 December 2016
to 10 November 2026

From 10 December 2017
to 9 November 2027

From 9 December 2018
to 8 November 2028

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 11,722
Paid-in capital: 5,861

Issue price: 12,711
Paid-in capital: 6,355

Issue price: 19,630
Paid-in capital: 9,815

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription rights
shall be forfeited and may not be
exercised.

Same as left

Same as left

Matters pertaining to transfer of sharesubscription rights

Any acquisition of sharesubscription rights by transfer shallrequire an authorizing resolution
from the Board of Directors.

Same as left

Same as left

Matters pertaining to issuing of sharesubscription rights in conjunction
with reorganization(Note 1)Same as left

Same as left

－

54

－

419

1,267

10th
Resolution date

10 October 2019

Class and number of recipients

Employees of theCompany:
Employees of theGroup subsidiaries:

11th

12th

15 October 2020
Employees of theCompany:
Employees of theGroup subsidiaries:

528

1,389

14 October 2021
694

1,435

Employees of theCompany:
Employees of theGroup subsidiaries:

Number of stock options (Shares)

14,616 [14,228]

9,806 [9,413]

16,495 [15,945]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

43,848 [42,684]

29,418 [28,239]

49,485 [47,835]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Same as left

Exercise period of sharesubscription rights

From 8 December 2019
to 7 November 2029

From 13 December 2020
to 12 November 2030

From 12 December 2021
to 11 November 2031

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 22,244
Paid-in capital: 11,122

Issue price: 26,079
Paid-in capital: 13,039

Issue price: 24,616
Paid-in capital: 12,308

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Same as left

－

55

－

736

1,521

(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (ineach event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the mattersstated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and numberof shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amountobtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can beissued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the first day of the period during which share subscription rights can be exercised asprescribed above or the day on which a Reorganization takes effect through the final day of the period during which sharesubscription rights can be exercised as prescribed above.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of theshare subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directorsof the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have beenadjusted.

－

56

－

(iii) Share subscription rights C type
11th

12th

Resolution date

15 October 2020

14 October 2021

Class and number of recipients

Employees of theCompany:

Number of stock options (Shares)

2,865 [2,865]

2,576 [2,576]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Same as left

Number of shares to be issued upon
exercise of share subscription rights(Shares)

8,595 [8,595]

7,728 [7,728]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times¥1 exercise price per share for all
shares to be obtained throughexercise of the share subscription
rights.

Same as left

Exercise period of sharesubscription rights

13 November 2023

12 November 2024

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 26,397
Paid-in capital: 13,199

Issue price: 24,934
Paid-in capital: 12,467

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription
rights shall be forfeited and may
not be exercised.

Same as left

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

Same as left

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)Same as left

Employees of theCompany:

41

－

57

－

39

(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (ineach event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription rights
in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding Share
Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting company asprescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company Resulting From
Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company Resulting From
Reorganization shall issue new share subscription rights; provided, however, that terms and conditions stipulating that theCompany Resulting From Reorganization shall issue share subscription rights that prescribe the matters stated below shall be
included in any absorption merger agreement, new merger agreement, absorption-type company split agreement,
incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and numberof shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amountobtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can beissued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of theshare subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directorsof the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have beenadjusted.

－

58

－

(iv) 13th share subscription rights F type
Resolution date

15 December 2022

Class and number of recipients

Officers of the Company:

Number of stock options (Shares)

18,305 [18,305]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Number of shares to be issued upon
exercise of share subscription rights(Shares)

54,915 [54,915]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times ¥1
exercise price per share for all shares
to be obtained through exercise of
the share subscription rights.

Exercise period of sharesubscription rights

From 20 January 2028
to 19 January 2033

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 23,410
Paid-in capital: 11,705

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription rights
shall be forfeited and may not be
exercised.

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer shallrequire an authorizing resolution
from the Board of Directors.

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)

2

－

59

－

(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (ineach event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the mattersstated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and numberof shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amountobtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can beissued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of theshare subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directorsof the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have beenadjusted.

－

60

－

(v) 13th share subscription rights G type
Resolution date

15 December 2022

Class and number of recipients

Officers of the Company:

Number of stock options (Shares)

48,815 [48,815]

Type of shares to be issued upon
exercise of share subscription rights

Common stock

Number of shares to be issued upon
exercise of share subscription rights(Shares)

146,445 [146,445]

Amount to be paid upon exercise ofshare subscription rights (Yen)

Number of shares allocated times ¥1
exercise price per share for all shares
to be obtained through exercise of
the share subscription rights.

Exercise period of sharesubscription rights

From 20 January 2028
to 19 January 2063

Fair value on the grant date andamount of paid-in capital per shareupon exercise of share subscription
rights (Yen)

Issue price: 20,670
Paid-in capital: 10,335

Exercise conditions of sharesubscription rights

If a holder of share subscription
rights waives the right to acquire
shares, the share subscription rights
shall be forfeited and may not be
exercised.

Matters pertaining to transfer ofshare subscription rights

Any acquisition of sharesubscription rights by transfer shallrequire an authorizing resolution
from the Board of Directors.

Matters pertaining to issuing ofshare subscription rights inconjunction with reorganization(Note 1)

7

－

61

－

(Note 1) Upon any reorganization of the Company (collectively referred to as “Reorganization”) consisting of merger (limited to cases
where the Company becomes extinct thereby), absorption-type company split or incorporation-type company split (in each
event, limited to cases where the Company is the entity resulting from the company split), or exchange or transfer of shares (ineach event, limited to cases where the Company becomes a wholly owned subsidiary), parties holding share subscription
rights in existence immediately preceding the effective date of such Reorganization (hereinafter referred to as “Outstanding
Share Subscription Rights”) shall, in each applicable case, be issued share subscription rights for shares of the resulting
company as prescribed in Article 236 (1) viii of the Companies Act of Japan (hereinafter referred to as the “Company
Resulting From Reorganization”). In such event, any Outstanding Share Subscription Rights shall lapse and the Company
Resulting From Reorganization shall issue new share subscription rights; provided, however, that terms and conditions
stipulating that the Company Resulting From Reorganization shall issue share subscription rights that prescribe the mattersstated below shall be included in any absorption merger agreement, new merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement, or transfer of shares plan.
1. Number of share subscription rights to be issued by the Company Resulting From Reorganization:
Each holder of Outstanding Share Subscription Rights shall be issued the same number thereof.
2. Type of shares of the Company Resulting From Reorganization underlying the share subscription rights:
Common stock of the Company Resulting From Reorganization.
3. Number of shares of the Company Resulting From Reorganization underlying the share subscription rights:
A proposal stating the conditions for Reorganization and the like shall include a finalized statement of the type and numberof shares underlying the above-mentioned share subscription rights.
4. Value of property to be incorporated upon exercise of the share subscription rights:
The value of property to be incorporated upon exercise of share subscription rights that are issued shall be the amountobtained by multiplying the exercise price after reorganization prescribed below by the number of shares of the Company
Resulting From Reorganization underlying the share subscription rights that have been finalized as stated in No. 3. above.
The exercise price after Reorganization shall be 1 yen per share of the Company Resulting From Reorganization that can beissued upon exercise of each share subscription right that is issued.
5. Period during which share subscription rights can be exercised:
The period from the later of either the day on which share subscription rights can be exercised as prescribed above or the
day on which a Reorganization takes effect.
6. Matters pertaining to the increase of capital and capital reserve resulting from the issuance of shares upon exercise of theshare subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
7. Restrictions on acquisition of share subscription rights by transfer:Any acquisition of share subscription rights by transfer shall require an authorizing resolution from the Board of Directorsof the Company Resulting From Reorganization.
8. Terms and conditions for acquisition of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
9. Conditions for exercise of share subscription rights:
To be determined in order to align with the conditions applicable to the subject share subscription rights.
(Note 2) Based on the resolution of the Board of Directors meeting held on 15 December 2022, our common stock has been split on a
3-to-1 basis, effective 1 March 2023. As a result, the number of shares to be issued upon exercise of share subscription rights,
the fair value on the grant date and amount of paid-in capital per share upon exercise of share subscription rights have beenadjusted.
(b) Content of Rights Plan
Not applicable.
(c) Other Share Subscription Rights
Not applicable.

－

62

－

(3) Exercise of convertible bonds with conditional permission for adjustment of exercise priceNot applicable.
(4) Change in Total Number of Shares Issued, Capital Stock

Date

1 March 2023
(Note)

Increase /decrease in total
number ofsharesissued (Shares)

Balance of total
number ofshares issued(Shares)

Increase /decreasein capital stock(Millions ofyen)

Balance ofcapital stock(Millions ofyen)

212,147,312

318,220,968-

10,273

Increase /decreasein capitalreserve(Millions ofyen)

Balance ofcapital reserve(Millions of
yen)
-

4,578

(Note) The increase in total number of shares issued is due to our common stock being split on a 3-to-1 basis on 1 March 2023 basedon a resolution at the Board of Directors meeting held on 15 December 2022.
(5) Status by Type of Holder
As at 31 August 2023
Shares (One unit = 100 shares)
Class

Foreign corporations, etc.

Government,
municipal
entities

Financial
institutions

Traders offinancial
products

Other
corporations

Number ofshareholders (persons)

-

61

37

Number of shares held
(trading units)-

1,018,065

Percentage of shares
held (%)-

32.01

Sharesless than
one unit(shares)

Individuals &othersTotal

46

10,356

11,644-

730,891

117

1,111,117

3,180,741

146,868

22.98

0.00

34.93

100.00-Excl.
individuals

Individuals

196

948

65,779254,772

2.07

8.01

(Notes) 1. The 11,552,700 shares of treasury stock include 115,527 units of shares held by individuals and others.
2. Figures shown in the columns “Other corporations” and “Shares less than one unit” include 83 units of shares and 52
shares, respectively, in the name of Japan Securities Depository Center, Inc.

－

63

－

(6) Major Shareholders

Name or trade name

The Master Trust Bank of Japan, Ltd.

Address
2-11-3 Hamamatsu-cho, Minato-ku,
Tokyo

Number ofshares held(Thousandshares)

As at 31 August 2023
Percentage of
total number ofshares issued(%)

67,016

21.85

Tadashi Yanai

Shibuya-ku, Tokyo

59,751

19.48

Custody Bank of Japan, Ltd.

1-8-11 Harumi, Chuo-ku, Tokyo

32,86810.72

15,9305.19

TTY Management B.V.

De Entree 99, 1101HE Amsterdam,
The Netherlands

Kazumi Yanai

New York, U.S.A.

14,345

4.68

Koji Yanai

Shibuya-ku, Tokyo

14,343

4.68

Fight & Step Co., Ltd.

1-4-3 Mita, Meguro-ku, Tokyo

14,250

4.65

MASTERMIND, LLC

1-4-3 Mita, Meguro-ku, Tokyo

10,830

3.53

STATE STREET BANK AND TRUSTP.O. Box 351, Boston, Massachusetts,

COMPANY (Standing proxy Mizuho
Bank, Ltd.)U.S.A., 02101(2-15-1, Konan, Minato-ku, Tokyo)

8,429

2.75

JP MORGAN CHASE BANK (Standing

25 Bank Street, Canary Wharf, London
E14 5JP, United Kingdom (2-15-1,

7,436

2.43

245,202

79.95

proxy Mizuho Bank, Ltd.)

Konan, Minato-ku, Tokyo)

Total

-

(Notes) 1. “Number of shares held” is rounded down to the nearest unit of thousand shares.
2. The shares held by The Master Trust Bank of Japan, Ltd. and Custody Bank of Japan, Ltd. are all held in conjunction withtrust business.
3. According to the report of large shareholdings (report of change of composition) submitted on 20 October 2022 by
Sumitomo Mitsui Trust Asset Management Co., Ltd. and Nikko Asset Management Co., Ltd., which are all as joint holders,each party was holding the shares stated below as at 14 October 2022. However, since the Company has not been able toconfirm the number of shares actually held as at 31 August 2023, of the end of the term, these shareholdings have not been
included in the statement of principal shareholders above.
Name or trade name

Address

Number ofshares held(Thousandshares)Percentage of
total number ofshares issued(%)

Sumitomo Mitsui Trust Asset Management
Co., Ltd.

1-1-1, Shibakoen, Minato-ku, Tokyo

1,414

1.33

Nikko Asset Management Co., Ltd.

9-7-1, Akasaka, Minato-ku, Tokyo

5,310

5.01

4. According to the report of large shareholdings (report of change of composition) submitted on 12 July 2023 by Nomura
Securities Co., Ltd. and Nomura Asset Management Co., Ltd., which are all as joint holders, each party was holding theshares stated below as at 6 July 2023. However, since the Company has not been able to confirm the number of sharesactually held as at 31 August 2022, of the end of the term, these shareholdings have not been included in the statement ofprincipal shareholders above.
Name or trade name

Address

Nomura Securities Co., Ltd.

1-13-1 Nihonbashi, Chuo-ku, Tokyo

Nomura Asset Management Co., Ltd.

2-2-1 Toyosu, Koto-ku, Tokyo

5. In addition to the above, 11,552,700 shares of treasury stock are held by the Company.

－

64

－

Number ofshares held(Thousandshares)Percentage of
total number ofshares issued
(%)

335

0.11

32,179

10.11

(7) Voting Rights(a) Shares issued
As at 31 August 2023
Number of shares(Shares)Number of voting rights(Number)

Details

Non-voting shares

-

-

-

Shares subject to restrictions on voting rights(treasury stock, etc.)

-

-

-

Shares subject to restrictions on voting rights(others)

-

-

-

-

-

Class

(Shares held as
Shares with full voting rights(treasury stock, etc.)

treasury stock)
Common stock
11,552,700
Common stock

Shares with full voting rights (others)

3,065,214

306,521,400
Common stock
146,868-

Total number of shares issued

318,220,968-

Total number of voting rights of all
Shareholders-

Shares less than one unit

(Note)(Note)-

3,065,214-(Note) The columns for the number of shares of “Shares with full voting rights (others)” and “Shares less than one unit” include, 8,300
shares and 52 shares, respectively, held in the name of Japan Securities Depository Center, Inc.

(b) Treasury StockAs at 31 August 2023
Name or trade name of
HolderFAST RETAILING
CO., LTD.
Total

Holder’s address

Number ofshares held in
own name(Shares)Number ofshares held inother’s name(Shares)

Total number ofshares held
(Shares)

Percentage of
total number ofshares issued(%)

11,552,700-

11,552,700

3.63

11,552,700-

11,552,700

3.6310717-1 Sayama,
Yamaguchi-City,
Yamaguchi
-

－

65

－

B. Treasury Stock Information
Type of Shares: Buybacks of common stock under Companies Act of Japan, Article 155-7(1) Purchases approved by General Meeting of Shareholders
Not applicable.
(2) Purchases approved by Board of Directors
Not applicable.
(3) Details of items not based on General Meeting of Shareholders or Board of Directors’ resolutions
Purchases of shares less than one unit pursuant to Companies Act of Japan, Article 192-1.
Number of shares(Shares)

Total paid
(Thousand yen)

Treasury stock purchased in the fiscal year ended 31 August 2023

974

27,977

Treasury stock purchased from 1 September 2023 to the submission date

18

624

Class

(Note) 1. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The 974 shares of treasury stock purchased in
the fiscal year ended 31 August 2023 consist of 35 shares before the stock split and 939 shares after the stock split.
2. “Treasury stock purchased from 1 September 2023 to the submission date” does not include shares of less than one unit
purchased between 1 November 2023 and the submission date of this report.
(4) Status of treasury stock purchased
Fiscal year ended 31 August 2023
Class

From 1 September 2023 to thesubmission date
Total disposal
Number of shares
value(Shares)(Thousands of yen)

Number of shares(Shares)

Total disposal
value(Thousands of yen)

Treasury stock purchases for which
subscribers were solicited

-

-

-

-

Treasury stock cancelled after purchase

-

-

-

-

Treasury stock transferred due tomergers, share exchange, share

-

-

-

-

51,557

127,548

14,61018,608

11,552,700-

11,538,108-

issuance, or company split
Other (Note)
Number of Treasury shares held

(Note) The breakdown of figures for the year ended 31 August 2023 reflects the exercise of 51,557 share subscription rights, a sharedisposal value of 127,548 thousand yen.
Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Share subscription rights were exercised for 24,353
shares before the stock split and 27,204 shares after the stock split.
The breakdown of figures for the current year reflects the exercise of share subscription rights, and does not include shares ofless than one unit purchased between 1 November 2023 and the submission date of this report.

－

66

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C. Dividend Policy
The Company regards the distribution of profits to all shareholders as one of its most important management issues, and our basic
policy is to constantly improve performance and to continually distribute profits in an appropriate manner based on performance.
Our policy is to pay high dividends based on performance after taking into consideration (i) demand for funds needed to expand
business and improve revenues of the Group and (ii) the financial health of the Group. Our basic policy for dividends from surplus
is to pay two dividends annually, an interim dividend and a year-end dividend. These dividends are decided by the Board of
Directors, unless otherwise stipulated by laws and regulations.
The year-end dividend was 165 yen per share and the interim dividend was 125 yen per share (375 yen per share prior to the stock
split indicated below), so the annual dividend was 290 yen per share. Note that our common stock has been split on a 3-to-1 basis,
effective March 1, 2023. Taking into account the stock split, the dividend increased by 83.3 yen from the previous fiscal year. We
intend to effectively utilize internal reserves and free cash flow for financial investment and loans to strengthen the operational baseof the Group companies, and we will endeavor to achieve continual and stable growth.
The payment of an interim dividend under Article 454-5 of the Companies Act of Japan is stipulated by the Company’s Articles ofIncorporation.
Dividends for the current fiscal year are as follows:
Total dividends(Millions of yen)

Dividends per
share
(Yen)

Board of Directors resolution made at the meeting held on 13 April 2023

38,330375

Board of Directors resolution made at the meeting held on 6 November 2023

50,600165

Resolution date

(Note) Our common stock was split on a 3-to-1 basis, effective 1 March 2023. However, the dividend per share is listed as it was prior
to the stock split because the dividends that were resolved by the Board of Directors on 13 April 2023 were paid on 28 February 2023
(as the record date).

D. Waiver from compliance with Rule 19B. 21
The Hong Kong Stock Exchange has granted us, subject to certain conditions, a waiver from Rule 19B. 21 of the Hong Kong
Listing Rules regarding certain requirements for cancellation of HDRs upon a share repurchase. The Company has complied withthe relevant conditions for the year ended 31 August 2023.

－

67

－

7. Corporate Governance Report
A. Basic Thinking on Corporate GovernanceIn keeping with our corporate statement—Changing clothes. Changing conventional wisdom. Change the world—Fast Retailing isstrengthening its business expansion and sustainability initiatives in tandem as it seeks to become a global No.1 brand. We arefocusing on (1) Creating customer-centric products, (2) Accelerating global store openings, (3) Building purchasing experiencesthat fuse the best of our physical stores and e-commerce operation, and (4) solving various social issues on a global scale.
B. Details of Company organization and internal control systems(1) Details of company organization
The Company has built a corporate governance system consisting of the Board of Directors, the Audit & Supervisory Board, andvarious committees. As a key element to strengthen our corporate governance systems, the Company has instituted a system toentrust operating officers (transferring some management authority away from the Board of Directors), to separate management
decision-making from operations performance functions.
Six of the ten members of the Board of Directors are external Directors, with the CEO acting as chairman of the Board of
Directors. The external Directors have an abundance of knowledge and experience in corporate management and other fields. In
accordance with internal regulations regarding matters to be discussed in and reported to the Board, the Board of Directors
resolves, or receives reports, on Company management policy and matters relating to the execution of important business or items
examined by resolution of the General Meeting of Shareholders as well as matters stipulated by laws and regulations or theCompany’s Articles of Incorporation. In FY2023, the Board of Directors resolved or discussed a range of items including
approving the annual budget and financial results, executive appointments, business and store opening plans for the Global
Brands segment, funding plans, and fund management policy.
The majority of the Directors on the Board are external in order to heighten the Board’s independence and strengthen its
supervisory function. The external Directors all participate actively in Board discussions and offer their opinions without
reservation.
The Board of Directors meets at least once a month. In FY2023, the Board met 13 times. The attendance rate of each Director islisted below.
Name

Held

Attendance

Tadashi Yanai

13

13

Nobumichi Hattori1313Masaaki Shintaku

13

13

Naotake Ono

13

12

Kathy Mitsuko Koll

13

13

Joji Kurumado

10

10

Yutaka Kyoya

10

9

Takeshi Okazaki

13

13

Kazumi Yanai

13

13

Koji Yanai

13

13

Takashi Nawa

3

1

(Note) Takashi Nawa retired from his position as director at the conclusion of the General Meeting of Shareholders for the year
ended August 31, 2022 held on November 24, 2022.
The Audit & Supervisory Board consists of six Audit & Supervisory Board Members, including three external Audit &Supervisory Board Members, with a full-time Audit & Supervisory Board Member acting as chairperson. The external Audit &Supervisory Board Members are fully independent and they have ample knowledge and experience as attorneys and certified
public accountants. Through their participation in the Board of Directors, the Audit & Supervisory Board Members are fully
aware of the decision-making process of the Board of Directors and are able to fulfill their supervisory obligations. They alsosupervise the Directors’ performance of their executive duties through regular conversations with the Directors, other executive
officers, other employees, and auditors of subsidiary corporations. The Audit & Supervisory Board meets at least once a month to
－

68

－

make decisions about audit policies and planning. It meets quarterly to receive briefings and reports from the Independent
Auditor. In FY2023, the Audit & Supervisory Board met 13 times. The attendance rate of each Audit & Supervisory Board
Member is listed below.
Name of Audit & Supervisory Board

Number of

Number ofMemberMeetings

Attendances

Masaaki Shinjo

13

13

Masumi Mizusawa

13

13

Keiko Kaneko

13

12

Takao Kashitani

13

12

Masakatsu Mori

13

13

The various committees complement the work of the Board of Directors. The External Directors and External Audit &Supervisory Board Members also serve as members of these committees. The name, purpose, authority, details of activities, andstatus of activities of each of the committees are shown below.
Human Resources Committee
The Human Resources Committee discusses important organizational changes and adjustments to human resource systems acrossthe Group, and offers views and suggestions to the Board of Directors. The committee met five times during FY2023.
Sustainability Committee
The Sustainability Committee discusses and determines Fast Retailing’s overall sustainability strategy, environmental protection,social responsibility, response to human rights issues, diversity, and other considerations. The head of the Sustainability
Department chairs the committee and committee members are made up of outside experts, directors, Audit & Supervisory Board
Members, and executive officers. The committee met four times during FY2023.
Disclosure Committee
The Disclosure Committee, chaired by the Company official in charge of disclosing information to the Tokyo Stock Exchange(TSE), is tasked with boosting management transparency by “disclosing information that is timely, accurate, fair, and easy tounderstand.” The Committee is responsible for both timely and voluntary disclosures to the TSE and the Stock Exchange of Hong
Kong regarding matters that may materially impact investor and shareholder investment decisions. The committee met twelve
times during FY2023.

－

69

－

IT Investment Committee
The IT Investment Committee debates and advises on the IT investments that will best achieve our targets for sweeping changes
to our information systems and business operations. That means deliberating the efficacy of each individual investment, andreviewing whether IT investment budgets submitted by external specialist organizations are reasonable and appropriate. The IT
Investment Committee is chaired by the President, and the members and observers include outside experts, external directors, andexecutives. The committee met three times during FY2023.
Code of Conduct Committee
The Code of Conduct Committee considers how best to resolve any violations of the Fast Retailing Group Code of Conduct, andwhen to make improvements to it. It offers guidance on educating executives and employees about the requirements of the CoC,
and on operating the confidential hotline. The committee is chaired by the head of the Legal Department, and committee members
include External Audit & Supervisory Board Members qualified as lawyer and executive officers. The committee met twelve
times during FY2023.
Business Ethics Committee
This committee ensures the Group does not use an advantageous position to exert undue pressure on business counterparts suchas partner factories and suppliers. The committee provides advice and counsel to departments based on external field inspections
and partner company surveys. The committee is chaired by the head of the Sustainability Department, and includes Audit &Supervisory Board Members (including External Audit & Supervisory Board Members) and executive officers. The committee
met eleven times during FY2023.
Risk Management Committee
In order to identify latent risks in business activities on a regular basis and to strengthen systems for detecting and managing
material risks, this committee analyzes and assesses the impact and frequency of risks on business, and discusses
countermeasures for high-risk business areas to prevent any risk before it occurs or ensure a swift response if a risk does
materialize. The committee is chaired by the Group CFO and committee members include external directors and executive
officers. The committee met four times during FY2023.
Nomination and Remuneration Advisory Committee
With the aim of strengthening Fast Retailing governance, the committee discusses and advises the Board of Directors on
important items relating to Fast Retailing corporate governance, such as the requirements and nomination policy regarding
candidates for director and auditor positions, the policy for determining director remuneration, requirements relating to theCompany's chief executive officer, and smooth management succession planning. The committee is chaired by an external
director nominated by the Board. All the Company’s independent external directors and some of the external Audit & Supervisory
Board Members serve as committee members. We believe that Fast Retailing’s corporate statement and corporate spirit represent
vital sources of growth and that it is important to pass on those commitments and values. For that reason, the Company’s
representative director also serves on the committee. The committee met twice during FY2023, during which policies relating to
the nomination of candidates for director and Audit & Supervisory Board member and the determination of remuneration for
directors were discussed. All committee members attended both committee
Human Rights Committee
Chaired by an outside expert, this committee deliberates and advises on the execution of human rights due diligence. The
committee also provides counselling and conducts education and awareness-raising activities for departments involved in theexecution of business to ensure that we fulfil our obligations to respect human rights under the Fast Retailing Group Human
Rights Policy established in 2018, and conduct business operations appropriately. In addition, the committee is responsible forproviding recommendations and supervision as well as conducting investigations and taking remedial measures when a humanrights violation occurs. The committee met six times during FY2023.

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70

－

Below is a diagram of our corporate governance system.

－

71

－

The members and chairs of the Board of Directors, Audit & Supervisory Board and other committees are as follows:
Title

Executive
Directors

Independent
Nonexecutive
Directors

Audit &
Supervisory
Board
Members

Name

Tadashi Yanai

Chairman

Chair

○

○

Chair

TakeshiOkazaki

○

△

○

Chair

○

Kazumi Yanai

○

○
Chair

Koji Yanai○

Nobumichi
Hattori○

MasaakiShintaku○

Naotake Ono〇

Kathy Mitsuko
Koll

〇
Chair

〇

△

〇

〇

〇

Masaaki Shinjo△○

Masumi
Mizusawa

△

〇

△

○

Keiko Kaneko

△

○

Takao
Kashitani△○○

Masakatsu
Mori

△

○

△

Koyama

△

○
〇

〇

〇

△
〇

△

△

○
〇

○

○

○

○

○

○

○

○

○

〇

〇

〇

○

Takao
Kuwahara
Takahiro
Kinoshita〇

Hidetsugu
Asada

○
〇

AlishaYukihiro Nitta

〇

○

Chair

○

○

○

Shimpei Otani〇

Serena Peck
Executive
Directors

〇

○

○

○
〇

△

○

△

ShuichiNakajima
Takahiro
Wakabayashi

〇

〇

○

Noriaki○Chair

Yutaka Kyoya

TanakaNomination
Risk
and
Human
Management Remuneration
RightsCommittee
Advisory
Committee
Committee〇〇

John C Jay

SeniorExecutive
Directors

Business
EthicsCommittee

Joji Kurumado

Tomohiro
External
Audit &
Supervisory
Board
Members

Audit &
Human
Code of
Sustainability Disclosure IT Investment
Supervisory Resources
Conduct
Committee
Committee
Committee
Board
Committee
Committee

Board ofDirectors

Takahiro
Tambara○Dai Tanaka○

Yasuyuki
Terashi〇○

XiaozhouWang○

Masahiro
Yubisui

△

－

72

－

TitleName

Board ofDirectors

Audit &
Human
Code of
Sustainability Disclosure IT Investment
Supervisory Resources
Conduct
Committee
Committee
Committee
Board
Committee
Committee

Toshiharu
Ura
Subsidiary
Auditors

Business
EthicsCommittee

Nomination
Risk
and
Human
Management Remuneration
RightsCommittee
Advisory
Committee
Committee○

Kiyomi
Iwamura○Miyuki
Isozaki○

GeneralManagerof Legal Dept.

○

GeneralManagerof Public
Relations
Division

○

Chair

○

○

○

GeneralChairpersonsof InternalCommittee

Manager of
Production
Division(GU)△

GeneralManager of
President’s
Office○General○Manager of IR△

Legal Manager
Kenji
Shiratsuchi
External
Experts△△Toru
Murayama△

Yoshinori
TomitaChair(Note) 1. ○: Member △: Non-member attendee (including observers)
2. As of 30 November 2023
(2) Outline of External Director’s limited liability agreements
The Company has entered into agreements with its Non-Executive Directors, external Audit & Supervisory Board Members, andIndependent Auditor limiting their liabilities based on provisions in Article 427, Paragraph 1 of the Companies Act, which limits
the liabilities for damages as provided for in Article 423, Paragraph 1 of the Companies Act. These agreements state thatliabilities for damages shall be limited to the higher amount of either 5 million yen or the amount stipulated by law. For Deloitte
Touche Tohmatsu LLC, the limit of liabilities for damages shall be limited to the highest of the following amounts multiplied by
two: the total economic benefits received or to be received from the Company as remuneration and payment received for
performance of duties in each business year during its service as the Independent Auditor.
(3) Summary of Indemnity Liability Insurance Contract for Executive Officers, etc.
Fast Retailing forms an indemnity liability insurance contract for executive and other officers with an insurance company asprescribed in Article 430, Paragraph 3, Item 1 of the Company’s Act. Any damages suffered through damage claims originatingfrom action taken by insured parties based on his/her corporate position will be compensated under this aforementioned insurance
contract, which is renewed on an annual basis. However, there are some exemptions to the contract that mean damages would not
be compensated if the insured persons profited illegally or acquired some benefit or if the damages were caused by a criminal act,
malpractice, or fraud, etc.
The insured persons under the insurance contract include officers in charge of major business execution, such as directors, Audit& Supervisory Board Members, and executive officers of the Group. The insured persons do not have to pay the insurance
premiums.
We plan to renew the insurance contract with the same content when it next comes up for renewal.

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73

－

(4) Establishing internal control systems
The Company seeks to ensure its business operations are legitimate, fair, and efficient by establishing a system of internal
controls that covers the entire Fast Retailing Group (FR Group) and which adheres strictly to the Group’s policies and rules,
including the Group’s management principles, the Fast Retailing Way (FR Way), and the Fast Retailing Group Code of Conduct(FR Code of Conduct).
(a) Ensuring FR Group Directors’ Duties Comply with Laws, Regulations, and Articles of Incorporation
1. Directors and Group officers (collectively, Directors) of all FR Group companies comply faithfully with the Group’s
management principles, the FR Way, the FR Code of Conduct, and other internal Company rules and regulations, andpromote strict adherence to corporate ethics and compliance across the Group as a whole. The Directors also ensure theeffectiveness of the Company’s rules and principles by reviewing them regularly and revising them when necessary toreflect changes in society and Company business activities, and the operation of the FR Code of Conduct.
2. The Company appoints either the Group officer overseeing the Legal Department or the head of the Legal Department as
the compliance officer, tasked with establishing Company and Group-wide compliance frameworks and resolving
compliance-related issues.
3. The Company promotes fairness and transparency in senior management decision-making by appointing two or more
External Directors to the Board of Directors. Audit & Supervisory Board Members for the Company or Group subsidiaries
may attend the Board of Directors meetings of companies they audit and express timely opinions. Company or Groupsubsidiary Directors may engage external lawyers, certified public accountants, etc. to avoid potential violation of laws andimplement preventive measures. If Company or Group subsidiary Directors discover another Director has acted illegally,
they must report immediately to the Audit & Supervisory Board Members, the President, and the compliance officer.
(b) Ensuring FR Group Employees’ Duties Comply with Laws, Regulations, and Articles of Incorporation
1. Company and Group subsidiary Directors are responsible for establishing a framework to ensure that all Group employees
comply with the management principles, the FR Way, the FR Code of Conduct, and other internal company rules. They arealso responsible for training employees in compliance awareness.
2. The Company has an Internal Audit Department that supervises the FR Group’s internal control systems, and a Legal
Department that oversees compliance.
3. If Directors of the Company or Group subsidiaries discover a legal or compliance violation, they should report the matter
immediately to other Directors. Any serious legal violation should be reported immediately to the Audit & Supervisory
Board Members, the President, and the compliance officer.
4. The Company has set up an internal reporting system (hotline) for Directors and employees of the Company or Groupsubsidiaries to report illegal actions or compliance violations.
5. The Code of Conduct Committee, which includes external specialists such as lawyers and certified public accountants,
conducts regular reviews of compliance maintenance and hotline operation, and makes necessary improvements. If
Directors of the Company or Group subsidiaries detect a problem with the hotline operation, they should apply to the Codeof Conduct Committee and request improvements.

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74

－

(c) Data Storage and Management Relating to Execution of FR Group Directors’ Duties
The documents listed below relating to the Company and the Group subsidiary Directors’ duties are retained as proof ofdecision making and business-execution processes, as stipulated by law, Articles of Incorporation, and Board of Directors andCompany regulations and guidelines on document management and confidential information. These documents are stored andmanaged appropriately and can be easily retrieved for reference or inspection during the legally required storage period.
••

Shareholders’ meeting minutes and relevant documentation
Board meeting minutes and relevant documentation••

Minutes of important meetings held by Directors and relevant documentation
Minutes of meetings held by other important employees and relevant documentation(d) Managing Risk of Losses to FR Group
1. The Company regularly analyzes risks relating to the Company and Group subsidiaries to identify risks that could, directly
or indirectly, cause financial loss, interrupt or stop business, damage brand images or the credibility of the Company or FR
Group, and manages any risks accordingly.
2. If unforeseen circumstances should arise, a task force headed by the President or a Director appointed by the President shallbe established to prevent increased losses and minimize damage. For a faster response, the task force may organize an
external advisory team including lawyers and certified public accountants.
(e) Ensuring Efficient Execution of Director Duties
1. To ensure that the duties of the Company and Group subsidiary Directors are performed efficiently, the Company holds
regular monthly meetings of the Board of Directors, which includes a number of External Directors, and holds ad hoc
meetings when necessary. Group subsidiaries which have their own Board of Directors also hold Board meetings as
stipulated by law.
2. Important matters concerning Company and Group management policy and management strategy shall be discussed
beforehand at the weekly management meeting (Monday meeting) chaired by the President, and decisions made after due
deliberation.
3. The execution of decisions made by the Board of Directors shall be conducted efficiently and appropriately by the operating
officers designated by the Board.
(f) Ensuring Reliable FR Group Financial Reports
Systems have been established to ensure reliable financial reporting of Company and FR Group subsidiary activities, and theappropriate acquisition, holding, and disposal of assets. These activities are closely monitored. The Company has alsoestablished a Disclosure Committee to ensure the Company and Group subsidiaries disclose information in a timely andappropriate fashion.

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75

－

(g) Ensuring Proper Execution of Corporate Groups Formed by Company and FR Group Subsidiaries
1. To ensure appropriate operations of FR Group companies, all Group companies are required to uphold the management
principles, the FR Way, and the FR Code of Conduct. These principles also underpin the rules and regulations used whenestablishing entrusted individual Group companies. While respecting their autonomy, the Company oversees affiliatedcompanies by determining their rules of business and requiring them to refer important items to the Company for
consultation or final determination. The Company monitors affiliates if necessary. If Directors of Group subsidiaries
discover any legal violations or serious compliance breaches, they should report them to the Audit & Supervisory Board
Members, the President, and compliance officer.
2. If Directors of Group subsidiaries consider the Company’s management principles or guidelines violate the law, undermine
corporate ethics in a specific country, or create a compliance problem, they shall report to the Internal Audit Department or
the Legal Department. Those departments shall report swiftly to the Audit & Supervisory Board, the President, and thecompliance officer, and request appropriate improvements.
(h) Employee Assistants Requested by Audit & Supervisory Board Members and Ensuring the Independence and Effectiveness of
Audit & Supervisory Board Members’ Instructions to Employee Assistants
1. Upon receiving a request from the Audit & Supervisory Board, the Company shall establish rules to determine which
employees assist the Audit & Supervisory Board Members with their duties, and assign appropriate internal personnel to the
Audit & Supervisory Board Members or employ external lawyers or certified public accountants. To ensure assistants are
independent of the Directors, their performance will be evaluated by Audit & Supervisory Board Members, and the Audit &Supervisory Board will approve decisions made by the Board of Directors on their assignment, dismissal, transfer, andwages, etc.
2. Assistants shall report directly to the Audit & Supervisory Board Members and may not hold concurrent positions thatinvolve the execution of Company business.
(i) Director and Employee Reporting to Audit & Supervisory Board Members and Other Reports
1. Directors and employees of the Company and Group subsidiaries shall report any important matters that might impact theCompany’s operations or corporate performance to the Audit & Supervisory Board Members. Irrespective of these rules, theAudit & Supervisory Board Members may request reports from Directors or employees of the Company, or Directors,
employees, and Audit & Supervisory Board Members of Group subsidiaries if necessary.
2. The Company and Group subsidiaries shall uphold the Group’s management principles, the FR Way, and the FR Code of
Conduct, and maintain frameworks for reporting legal violations or breaches of compliance rules to the Audit &Supervisory Board Members. If the Audit & Supervisory Board Members judge there is a problem with this framework,
they can inform the Directors and the Board of Directors and request improvements.
3. The Company has made it widely known to Directors and employees across the entire FR Group that using reports
submitted to Audit & Supervisory Board Members to penalize the submitter is forbidden. Submitted reports are protectedby strict information management systems.
4. Audit & Supervisory Board Members communicate closely with the Independent Auditor, the Internal Audit Department,
and Audit & Supervisory Board Members at Group companies through regular meetings and information exchange.
(j) Policy on Prepayment or Reimbursement of Expenses for Audit & Supervisory Board Members
If Audit & Supervisory Board Members submit requests for prepayment or reimbursement of expenses incurred during thecourse of their duties, the Company shall pay invoices or settle debts swiftly, unless it proves the requested expenses or debt
were not necessary to the performance of the Audit & Supervisory Board Member’s duties.

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76

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(k) Other Matters Ensuring Efficient Audits by Audit & Supervisory Board Members
1. Audit & Supervisory Board Members attend Board of Directors meetings and other important meetings to observe thereporting and discussion of significant issues. They may voice opinions if necessary.
2. The President meets regularly with Audit & Supervisory Board Members to consult on pressing issues, ensure appropriate
auditing environments, and exchange views on significant issues highlighted in the auditing process.
(l) Eliminating Anti-social Forces
The Company works to extinguish anti-social forces by incorporating the following content in the FR Code of Conduct, andinforming all executives and employees of its uncompromising stance:
1. The Company adopts a firm stance against and refuses to engage with anti-social forces. The Company forbids the use offinancial payments to resolve unreasonable claims from anti-social forces.
2. The Company forbids the use of anti-social forces for Company or individual gain.
(5) Other stipulations in the Company’s articles of incorporation(a) Number of directors
The Company’s articles of incorporation stipulate that the number of directors shall be at least three but not more than ten.
(b) Election criteria for directors
The Company’s articles of incorporation stipulate that the election of directors shall not be based on cumulative voting. Also,
the articles of incorporation stipulate that elections shall be based on a majority vote by shareholders, with at least one-third ofeligible shareholders participating.
(c) Procedure for deciding dividends from surplus
Regarding the payment of dividends from surplus pursuant to the Companies Act, Article 459-1, the Company’s articles ofincorporation stipulate that dividends are decided by a resolution of the Board of Directors, and not by a resolution of theGeneral Meeting of Shareholders, unless otherwise stipulated by law. The authority to decide payments of dividends fromsurplus is granted to the Board of Directors to give flexibility in the return of cash to shareholders.
(d) Interim dividend
As part of the Company’s efforts to be flexible in the return of cash to shareholders, and pursuant to the stipulations ofCompanies Act Article 454-5, and under the Company’s articles of incorporation, an interim dividend may be paid at the endof February every year by a resolution of the Board of Directors.
(e) Limitation of liabilities for Directors and Audit & Supervisory Board Members
Under the stipulations of the Company’s Articles of Incorporation (Article 426-1 of the Companies Act), the Company may
exempt, by decision of the Board of Directors, Directors (including former Directors) and Audit & Supervisory Board
Members (including former Audit & Supervisory Board Members) from liabilities for actions described in Article 423-1 of theCompanies Act, to the extent allowed by law. The purpose of this action is to create an environment where Directors and Audit& Supervisory Board Members can perform their duties and pursue their expected roles to the full extent of their abilities.
(f) Special resolutions of the General Meeting of Shareholders
Regarding extraordinary resolutions of the General Meeting of Shareholders based on the Companies Act, Article 309-2, theCompany’s articles of incorporation stipulate that these resolutions shall be passed by two-thirds vote of the shareholders, inwhich at least one-third of the eligible shareholders participate. This easing of the quorum rules for extraordinary resolutions
by the General Meeting of Shareholders is meant to ensure the smooth functioning of the General Meeting of Shareholders.

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8. Board of Directors
A. Board of Directors
Male: 13 persons Female: 3 persons (18.7% of officers are female)
Position

Responsibilities

Name

Date of birth

Brief biography
August 1972
September 1972
August 1973

September 1984
June 2001

November 2002
Representative
director,
chairman,and president

CEO

Tadashi Yanai

7 February 1949

September 2005

November 2005
September 2008

June 2009

November 2011
November 2018

September 2023

－

78

－

Term ofofficeNumber ofshares held(Thousand shares)

Note 459,751Joined FAST RETAILING
CO., LTD.
Director, FAST RETAILING
CO., LTD.
Senior Managing Director,
FAST RETAILING CO.,LTD.
President & CEO, FASTRETAILING CO., LTD.
External Director,
SOFTBANK GROUP CORP.
（Retired Dec. 31, 2019）
Chairman and CEO, FASTRETAILING CO., LTD.
Chairman, President, andCEO, FAST RETAILING
CO., LTD. (current)
Chairman, President, andCEO, UNIQLO CO., LTD.
Director and Chairman, GOVRETAILING CO., LTD.
(currently G.U. CO., LTD.)
External Director, Nippon
Venture Capital Co., Ltd.
(current)
Director, LINK THEORYJAPAN CO., LTD. (current)
Representative Director, theFast Retailing Foundation(current)
Chairman and CEO,UNIQLO CO., LTD. (current)Position

Responsibilities

Name

Date of birth

Brief biography
April 1981
June 1989

November 1998

October 2003

June 2005
Director

Nobumichi Hattori

25 December 1957
November 2005

October 2006

April 2009

March 2015
June 2015
July 2016

－

79

－

Joined NISSAN MOTOR
CO.,LTD.
Joined Goldman Sachs andCompany, Headquarters (NewYork)
Managing Director ofGoldman Sachs andCompany, Headquarters (New
York), and M&A Advisory ofGoldman Sachs Japan Co.,
Ltd.
Visiting Associate Professor,
Graduate School ofInternational Corporate
Strategy, Hitotsubashi
University
External Director, Miraca
Holdings Inc. (currently H.U.
Group Holdings, Inc.)
External Director, FASTRETAILING CO., LTD.
(current)
Visiting Professor, Graduate
School of International
Corporate Strategy,
Hitotsubashi University
Visiting Professor, Waseda
Graduate School of Finance,
Accounting and Law (current)
External Auditor, FrontierManagement Inc. (current)
External Director, Hakuhodo
DY Holdings Inc. (current)
Visiting Professor, Graduate
School of Business
Administration, Keio
University (current)

Term ofofficeNumber ofshares held(Thousand shares)

Note 4-

Position

Responsibilities

Name

Date of birth

Brief biography
April 1978
December 1991
August 2000
January 2001
April 2008

June 2008
Director

Masaaki Shintaku

10 September 1954

November 2009

March 2019
June 2020
June 2021

April 2023

External Audit Committee,
Juntendo University Schoolof Medicine Juntendo Clinic(current)

April 1971

Joined Daiwa House Industry
Co., Ltd.
Director, Daiwa House
Industry Co., Ltd .
Senior Managing Director,
Deputy Director, Sales
Division, Daiwa House
Industry Co., Ltd.
Representative Director andVice President, Director,
Sales Division, Daiwa House
Industry Co., Ltd.
Representative Director andPresident, Daiwa House
Industry Co., Ltd.
Special Consultant, Daiwa
House Industry Co., Ltd.
(retired as of March 2021)
Part-time Director, Nomura
Management School
Foundation (current)
External Director, FASTRETAILING CO., LTD.
(current)
Special Advisor, ASAI KEN
ARCHITECTUALRESEARCH INC. (current)
Special Advisor, PATIENCECAPITAL GROUP (current)

June 2000
April 2004

April 2007

April 2011
Director

Naotake Ono

28 October 1948
November 2017

June 2018

November 2018

April 2021

May 2021－

80

Joined IBM Japan, Ltd.
Joined Oracle Corporation
Japan
President & CEO, Oracle
Corporation Japan
Executive Vice President,
Oracle Corporation
Vice Chairman, Special
Olympics Nippon (currently
Special Olympics Nippon
Foundation)
Chairman, Oracle Corporation
Japan
External Director, FASTRETAILING CO., LTD.
(current)Counselor, Special Olympics
Nippon Foundation
External Director, NTT
DOCOMO, INC. (current)
External Director, NTT
Communications Corporation(current)－

Term ofofficeNumber ofshares held(Thousand shares)

Note 4-Note 4-

Position

Responsibilities

Name

Date of birthJanuary 1990

March 1994
January 1998
January 2000
April 2015
Director

Kathy Mitsuko Koll

2 February 1965
November 2018
May 2021
July 2021
November 2021

November 2021

April 1981
January 1982
April 2012

April 2013

May 2014

Director

Joji Kurumado

April 2015

23 April 1956

April 2017

April 2022

September 2022

November 2022

April 1984
April 2013
Director

Yutaka Kyoya

7 January 1962
May 2013
April 2014－

Term ofofficeNumber ofshares held(Thousand shares)

Joined Barclays de Zoete
Wedd, Limited (current
Barclays Capital)
Joined Goldman Sachs Japan
Co., Ltd.
Managing Director, Goldman
Sachs Japan Co., Ltd.
Partner, Goldman Sachs Japan
Co., Ltd.
Vice Chairman, Goldman
Sachs Japan Co., Ltd. (retired
as of December 2020)
Director, the Fast RetailingFoundation
General Partner, MPowerPartners Fund L.P. (current)
External Director, Paidy Inc.
Council member, the Fast
Retailing Foundation(current)
External Director, FASTRETAILING CO., LTD.
(current)

Note 4-

Joined TAKENAKACORPORATION
Registered, First-Class
Architect
General Manager of Design
Division, TAKENAKACORPORATION
Executive Officer andGeneral Manager of Design
Division, TAKENAKACORPORATION
Director, Architectural
Institute of Japan (AIJ
Building Committee)
Executive Officer in charge ofdesign, TAKENAKACORPORATIONManaging Executive Officer,
TAKENAKACORPORATION
Adviser, TAKENAKACORPORATION (Retired 26
March 2023)
Adjunct and part-time teacher,Architecture Course of
WASEDA UNIVERSITY(current)
External Director, FASTRETAILING CO., LTD.
(current)

Note 4-

Joined Mitsubishi
Corporation
Division COO, Foods(Commodity) Division,
Mitsubishi Corporation
Director, Lawson
Executive Officer, Division
COO, Living Essential

Note 4-

Brief biography

81－November 2015

April 2016

April 2019

June 2021

April 2022

November 2022

－

82

－

Resources Division,
Mitsubishi Corporation
Director, OLAM
INTERNATIONAL
LIMITED
Executive Vice President,Group CEO, Living Essential
Group, Mitsubishi
Corporation
Executive Vice President,Group CEO, Consumer
Industry Group, Mitsubishi
Corporation (retired 31 March
2021)
Representative Director,
President and CSO,
Mitsubishi Shokuhin
Representative Director,
President and CEO, CSO and
CHO, Mitsubishi Shokuhin(current)
External Director, FASTRETAILING CO., LTD.
(current)

Position

Responsibilities

Name

Date of birth
April 1988
July 1998
January 2005
August 2011
August 2011

Director

CFO

Takeshi Okazaki

9 July 1965

September 2012

November 2018

November 2018
June 2023
September 1997
July 2004

September 2009
January 2012
November 2012

Director

Kazumi Yanai

23 April 1974

November 2013
November 2015
July 2017

November 2018
June 2020

August 2022

April 2001
April 2009

September 2012
Director

Koji Yanai

19 May 1977
May 2013
September 2013
November 2018
June 2020－

Term ofofficeNumber ofshares held(Thousand shares)

Joined Long Term Credit
Bank of Japan, Limited
Joined McKinsey &Company
Partner, McKinsey &Company
Joined FAST RETAILING
Co., Ltd.
Group Executive Officer &CFO, Group Senior
Executive Officer & CFO,
FAST RETAILING Co., Ltd.
(current)
Council member, the Fast
Retailing Foundation(current)
Director, FAST RETAILING
CO., LTD. (current)
Representative Director,
PLST CO., LTD. (current)

Note 43

Joined Goldman Sachs andCompany
Joined Link Theory Holdings(US) Inc. (currently Theory
LLC), Headquarters (NewYork)
Joined FAST RETAILING
Co., Ltd.
Chairman, Theory LLC(current)
Group Executive Director,
FAST RETAILING Co., Ltd.
UNIQLO USA LLC COO
Chairman, UNIQLO USA
LLC (current)
CEO, Chairman andPresident, J BRAND
HOLDINGS, LLC
Director, FAST RETAILING
CO., LTD (current)
Executive Officer, FASTRETAILING CO., LTD(current)
Chairman, President, andCEO, LINK THEORYJAPAN CO., LTD. (current)

Note 4

14,345

Joined Mitsubishi
Corporation
Seconded to Princes Limited(food business subsidiary inGreat Britain)
Joined FAST RETAILING
Co., Ltd., responsible for
UNIQLO Sports Marketing
Director, UNIQLO Global
MarketingGroup Executive Officer,
FAST RETAILING Co., Ltd.
Director, FAST RETAILING
CO., LTD (current)
Executive Officer, FAST

Note 4

14,343

Brief biography

83－

RETAILING CO., LTD(current)

－

84

－

Position

Responsibilities

Name

Date of birth
April 1983
February 1994
September 1998

September 2005

January 2008
March 2009
Standing Audit& Supervisory
Board Member

Masaaki Shinjo

28 January 1956
September 2009

January 2010

March 2011

November 2012

November 1981

March 1988

October 2001
Standing Audit& Supervisory
Board Member

Masumi Mizusawa

22 July 1959

February 2004

November 2019

November 2020－

Term ofofficeNumber ofshares held(Thousand shares)

Joined ASAHIPENCORPORATION
Joined FAST RETAILING
CO., LTD.
Entrusted operating officer,
manager of administration,
FAST RETAILING CO.,LTD.
General Manager, Group
Auditing, FAST RETAILING
CO., LTD.
Director, Onezone Corp
(currently G.U. CO., LTD.)
General Manager, Corporate
Administration, FASTRETAILING CO., LTD.
Audit & Supervisory Board
Member, GOV Retailing Co.,
Ltd. (currently G.U. CO.,LTD.)
General Manager, Sales
Support Management
Division, UNIQLO CO.,LTD.
General Manager, Corporate
Planning & Management,
FAST RETAILING CO.,LTD.
Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)

Note 6-

Joined the International
Department of Yamaichi
Securities Co., Ltd.
Joined the Research
Department of Kleinwort
Benson Securities (the Tokyo
branch of Dresdner Kleinwort
Wasserstein (Japan) Ltd.)
Joined the Investor Relations
Department of FASTRETAILING CO., LTD.
General Manager, Global
Corporate Management andControl Investor Relations
Division, FAST RETAILING
CO., LTD.
Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)
Audit & Supervisory Board
Member, LINK THEORYJAPAN CO., LTD. (current)

Note 71

Brief biography85－

Position

Responsibilities

Name

Date of birth

Brief biography
April 2013

September 2015
February 2017
July 2018
Standing Audit& Supervisory
Board Member

Tomohiro Tanaka

13 March 1991
March 2020

November 2021

March 2023
November 2023

April 1991
April 1999

April 1999
January 2007
April 2007
Audit &
Supervisory
Board Member

Keiko Kaneko

11 November 1967

November 2012

November 2012

June 2013

June 2019
February 1975
January 1986

Audit &
Supervisory
Board Member

April 1986
Takao Kashitani

7 November 1948
March 1989

April 2002

－

86

－

Term ofofficeJoined Ernst & Young
ShinNihon LLC (current EY
Ernst & Young ShinNihon
LLC)
Qualification of Certified
Public Accountants
Joined PwC Advisory LLC
Joined FAST RETAILING
CO., LTD. Corporate
Management and Control
Dept.
Manager, FAST RETAILING
CO., LTD. Global Corporate
Management and Control
Consolidated Accounting
General Manager, Financedepartment UNIQLOTAIWAN LLC
CFO, UNIQLO TAIWAN
Audit & Supervisory Board
Member, FAST RETAILING
CO., LTD. (current)

Note 7

Joined Mitsubishi
Corporation
Registered as a member ofJapan Federation of Bar
Associations
Joined Anderson, Mori &Tomotsune (AM&T) law firmPartner, AM&T (current)
Guest associate professor,
Tokyo University Graduate
School of Law
External Audit & Supervisory
Board Member, FASTRETAILING CO., LTD.
(current)
External Audit & Supervisory
Board Member, UNIQLO
CO., LTD. (current)
External Audit & Supervisory
Board Member, The Asahi
Shimbun Company (current)
External Director, Daifuku
Co., Ltd. (current)

Note 6

Kashitani Public Accountant
Office (current)
Representative, CENTURY
Audit Corporation (currently
Ernst & Young ShinNihon
LLC)
Representative Director &CEO, Brain Core Co., Ltd.
(current)
Representative Director &CEO, F P Brain Co., Ltd.
(current)
Specially appointed
professor, Chuo University
Graduate School ofInternational Accounting

Note 5

Number ofshares held(Thousand shares)

0

-

-

June 2012

June 2012

November 2018

－

87

－

Department of Research(professional graduate
school)External Director, Tokyo
Electric Power Company(currently Tokyo ElectricPower Company Holdings)
External Director, Japan
Freight Railway Company(current)
External Audit & Supervisory
Board Member, FASTRETAILING CO., LTD.
(current)

Position

Responsibilities

Name

Date of birth

Brief biography
May 1972

Acquired qualification as acertified public accountant

February 1989

Japan Country Manager,
Anderson Consulting(currently Accenture)
President, Anderson
Consulting (currently
Accenture)
Chairman, Accenture
Senior Advisor, Accenture
President, International
University of Japan (IUJ)
External Director, Stanley
Electric Co., Ltd. (current)
External Director, YAMATOHOLDINGS CO., LTD.
(retired as of 23 June 2022)
Deputy Vice President, IUJSpecial Advisor, IUJ (current)
External Director, Kirin
Holdings Company, Limited(current)
External Audit & Supervisory
Board Member, FASTRETAILING CO., LTD.
(current)

December 1995

April 2003
September 2007
October 2009

Audit &
Supervisory
Board

Masakatsu Mori

22 January 1947

June 2010

MemberJune 2013

November 2013
April 2018
March 2019

November 2020

Term ofofficeNumber ofshares held(Thousand shares)

Note 60

Total

88,446(Notes) 1. Directors Nobumichi Hattori, Masaaki Shintaku, Naotake Ono, Kathy Mitsuko Koll, Joji Kurumado and Yutaka Kyoya areExternal Directors as provided for in Article 2, Paragraph 15 of the Companies Act.
2. Directors Kazumi Yanai and Koji Yanai are relatives in the second degree of Tadashi Yanai, Representative Director,
Chairman and President.
3. Auditors Keiko Kaneko, Takao Kashitani and Masakatsu Mori are External Audit & Supervisory Board Members asprovided for in Article 2, Paragraph 16 of the Companies Act.
4. For a one-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 30 November 2023.
5. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 24 November 2022.
6. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 26 November 2020.
7. For a four-year term beginning at the conclusion of the Ordinary General Meeting of Shareholders on 30 November 2023.

－

88

－

B. External Directors and External Audit & Supervisory Board Members(1) Functions, roles and selection of External Directors and External Audit & Supervisory Board Members
The Company has six External Directors and three External Audit & Supervisory Board Members.
It is the Company’s expectation that the External Directors will keep an eye on the management monitoring function. From abusiness perspective, the advice of these individuals, with their abundance of experience and expertise, makes a major
contribution to enhance the value of our enterprise.
It is also expected that External Audit & Supervisory Board Members will monitor the performance of the Board of Directors.
The Company receives valuable advice based on their rich experience in a wide variety of fields.
Director Kathy Mitsuko Koll serves as a council member on the Fast Retailing Foundation. Fast Retailing has concluded acontract with the Foundation pertaining to the lease of office space, etc.
Audit & Supervisory Board Member Keiko Kaneko serves as an external director of Daifuku Co., Ltd., a company with which
Fast Retailing and its group subsidiaries engage in business in regard to warehouse automation equipment.
Shares of the Company held by External Audit & Supervisory Board Members are stated in the “Number of shares held” column
under the section “Board of Directors.”
Aside from the above, there are no distinctive interests between the Company and other External Directors or External Audit &Supervisory Board Members.
The External Directors and External Audit & Supervisory Board Members receive reports at the Board of Directors meeting
regarding internal audits, the operation of internal controls, audits by Audit & Supervisory Board Members, and the results ofaccounting audits.
With regard to the selection of External Directors and External Audit & Supervisory Board Members, the Company has no
specific standards on independence from the Company, but it is the Company’s responsibility to reflect their advice and counsel
in its decision-making processes in an objective and independent fashion. For many years now, the Company has chosen many
External Directors with rich experience as corporate managers in industry, with broad-ranging expertise and discerning views. In
addition, to incorporate wide range of stakeholders’ views in the audits of our business activities, we value both the independence
and the diversity of our External Audit & Supervisory Board Members in various fields.

－

89

－

(2) Independent Directors
Six of the ten members of the Fast Retailing Board are external directors, and all of those six are recognized as Independent
Directors in accordance with the rules of the Tokyo Stock Exchange. The majority of the directors on the Board are external inorder to heighten the Board’s independence and strengthen its supervisory function.
In addition to the independence criteria set by the Tokyo Stock Exchange, Fast Retailing has set the following independence
standards and qualifications for external officers, including External Directors: A person shall not qualify as an Independent
Director of Fast Retailing, if:(a) he/she is, or has been within the past three years, a Business Partner*1 or an Executive Officer*2 of a Business Partner*2 of
the Fast Retailing Group, whose annual business dealings with Fast Retailing Group during the most recent business year
constituted 2% or more of the Fast Retailing Group’s consolidated revenue;(b) he/she is, or has been within the past three years, a Business Partner*1 of the Fast Retailing Group or an Executive Officer ofa Business Partner*2 of Fast Retailing, whose annual business dealings with the Fast Retailing Group during the most recent
business year constituted 2% or more of the Business Partner’s consolidated revenue;(c) he/she is a consultant, an accountant, or an attorney who receives, or has received over the past three years, any monies orproperty equivalent to 10 million yen or more from the Fast Retailing Group, except for remuneration for a director or an
auditor; or(d) he/she is, or has been over the past three years, a partner, an associate, or an employee of an accounting auditor of Fast
Retailing or its subsidiaries.
*1 “Business Partner” includes law firms, auditing firms, tax accounting firms, consultants, and any other organizations.
*2 “Executive Officer” means (i) for corporations, Executive Directors (as defined in the Companies Act of Japan), Executive
Officers (shikko-yaku, as defined in the Companies Act of Japan), corporate officers, and employees, and (ii) for noncorporate entities (including general incorporated associations (shadan-hojin), general incorporated foundations (zaidanhojin), and partnerships), directors with executive functions, officers, partners, associates, staff, and other employees.
(3) Supervision or auditing by External Directors or External Audit & Supervisory Board Members; mutual cooperation between
internal auditing, Audit & Supervisory Board Member auditing, and accounting audits; and relationship with the Internal Control
Department
At meetings of the Board of Directors, the Audit & Supervisory Board, and various committees, etc., external directors andExternal Audit & Supervisory Board Member receive reports about the operating status of internal auditing and internal control
systems, the results of Audit & Supervisory Board Members audit and accounting audits, and other important matters, and they
offer remarks and suggestions based on their respective areas of expertise, experience, and knowledge.
At meetings of the Board of Directors, the Audit & Supervisory Board, various committees, etc., Audit & Supervisory Board
Members cooperate with external directors and External Audit & Supervisory Board Members in a timely manner and exchange
opinions as well as share information necessary for the supervision and auditing of management.
For details regarding mutual cooperation between the External Audit & Supervisory Board Members, the Internal Audit
Department, and the accounting auditor and the relationship with the Internal Control Department, please refer to (1) Status ofAuditor’s Audit under C. Status of Auditing.

－

90

－

C. Status of Auditing(1) Status of Audit & Supervisory Board Member’s Audit
Audit & Supervisory Board Members always attend Board of Directors meetings and audit the status of management execution.
The Audit & Supervisory Board consists of three internal full-time Audit & Supervisory Board Members and three external Audit& Supervisory Board Members. Audit & Supervisory Board Members receive reports about important matters related to auditing
on a regular and on-demand basis from the Internal Audit Department and accounting auditors, and they discuss those importantmatters and always maintain a state of cooperation. Both Audit & Supervisory Board Member Takao Kashitani and Audit &Supervisory Board Member Masakatsu Mori hold the qualification of certified public accountant and have substantial knowledge
related to finance and accounting.
Matters discussed in the Audit & Supervisory Board include the current status and challenges of the Sustainability Department,
the report on annual activities by the Human Resources Committee, the current status and challenges of the Finance Department,
and the current status and challenges of the FR-MIC training organization.
In addition, the role of full-time Audit & Supervisory Board Members includes the timely on-site auditing of stores run by key
operating companies, attending domestic and international store audit briefing sessions, and attending regular and extraordinary
Board of Directors meetings and other employee meetings.
(2) Status of internal auditing
The Company’s Internal Audit Department audits the operations and management of the Company and Group companies basedon internal regulations and audit plans. The department also establishes internal control systems and processes including internal
control of financial reporting based on the Financial Instruments and Exchange Act, and evaluates the operational status of thosesystems. Meanwhile, the department discloses any points discovered during its audits to the relevant audited target and requests
and monitors corrective measures. In FY2023, the Internal Audit Department conducted audits of operating companies andproduction sites in South Asia, Southeast Asia, China, South Korea, the United States, and Europe.
The head of the Internal Audit Department reports the audit results and details of any corrective measures to the Representative
Director when required, reports monthly to full-time Audit & Supervisory Board Members, and reports once every six months to
the Audit & Supervisory Board.
As at 31 August 2023, the Internal Audit Department had 54 dedicated staff members across the Group.
(3) Accounting audits(a) Name of audit firm
Deloitte Touche Tohmatsu LLC(b) Continuous auditing period
6 years(c) Name of Certified Public Accountants
Hirofumi Otani, Akira Kimotsuki(d) Group of assistants to the independent auditor
Based on the audit plan formulated by Deloitte Touche Tohmatsu LLC, the group of assistants to the independent auditor
consists of 20 CPAs, 4 successful Certified Public Accountant applicants and 54 others.

－

91

－

(e) Policy and reasons for selecting audit corporation
Based on the “Practical Guidelines for Auditors, etc. Concerning the Formulation of Evaluation and Selection Standards for
Accounting Auditors” (Japan Audit & Supervisory Board Members Association; 13 October, 2017), the Audit & Supervisory
Board selected Deloitte Touche Tohmatsu LLC to be the accounting auditor after comprehensively examining their quality
control systems, audit team independence, communication systems, group audit systems, handling of fraud risks, and the like inaccordance with the prescribed selection standards and evaluation standards for accounting auditors. Regarding the policy for
determining the dismissal or non-reappointment of an accounting auditor, in the event that it is acknowledged that an itemprescribed in an item under Article 340-1 of the Companies Act is applicable, the Audit & Supervisory Board will pass a
resolution to the effect that the Audit & Supervisory Board will dismiss the accounting auditor based on the consent of all Audit& Supervisory Board Members, and in the event that it is acknowledged that it is difficult for the accounting auditor to perform
an appropriate audit due to an event arising that otherwise impairs the accounting auditor’s competence or independence, theAudit & Supervisory Board will pass a resolution to the effect that the Audit & Supervisory Board will make a proposal to theGeneral Meeting of Shareholders to dismiss or not reappoint the accounting auditor.
(f) Evaluation of the accounting auditor by Audit & Supervisory Board Members and the Audit & Supervisory Board
In addition to auditing and examining the independence, quality-control status, suitability of the system for performing duties,
and status of implementing accounting audits in the current fiscal year of the accounting auditor, the Audit & Supervisory Board
conducts evaluations by receiving reports from the accounting auditor on the status of performing its duties and requesting
explanations when necessary.

－

92

－

(4). Details of Independent Auditor’s remuneration(a) Details of remuneration for Independent Auditor
Year ended 31
August 2022

Year ended 31
August 2023

Remuneration
for audit andcertification duties(Millions of yen)

Remuneration
for audit andcertification duties(Millions of yen)

Reporting Entity

211

251

Consolidated subsidiaries

41

45

Total

252

297

Class

(b) Details of remuneration for member firms of the Deloitte global network (except (a))
Year ended 31 August 2022

Year ended 31 August 2023

Remuneration
for audit andcertification duties(Millions of yen)

Remuneration
for duties otherthan audit(Millions of yen)

Remuneration
for audit andcertification duties(Millions of yen)

Remuneration
for duties otherthan audit(Millions of yen)

-

627

-

324

Consolidated subsidiaries

351

66

417

62

Total

351

694

417

386

Class

Reporting Entity

Year ended 31 August 2022 (1 September 2021 - 31 August 2022)
The non-audit services paid for by the Company and the Company's subsidiaries to organizations belonging to the same network
as audit-certified public accountants, etc., comprise advisory services related to the e-commerce platform.
Year ended 31 August 2023 (1 September 2022 - 31 August 2023)
The non-audit services paid for by the Company and the Company's subsidiaries to organizations belonging to the same network
as audit-certified public accountants, etc., comprise advisory services related to the e-commerce platform.
(c) Other important details regarding remuneration for audit and certification duties
Not applicable.
(d) Policies for determination of accounting audit remuneration
The Company’s articles of incorporation stipulate that remuneration to independent auditor for audit services is determined by
the representative director, with the consent of the Audit & Supervisory Board.
(e) Reasons for agreement of the Audit & Supervisory Board to the remuneration of the Independent Auditor
The Audit & Supervisory Board agreed to the remuneration of the independent auditor as stipulated in Article 399, Item 1 of theCompanies Act, after checking auditing estimates versus actual performance in previous business years, including itemized
auditing hours and remuneration, and investigating whether the estimates for the year ended 31 August 2023 were reasonable,
based on the practical guidelines relating to independent auditor published by the Japan Audit & Supervisory Board Members
Association.

－

93

－

D. Directors’ Remuneration(1) Policies and process for determination of directors’ remuneration
The maximum annual remuneration for Directors has been capped at 2,000 million yen (including an annual figure of 200 million
yen for external Directors) as determined by shareholder resolution at the 60th annual General Meeting of Shareholders held on
25 November 2021 (the resolution covers ten Directors of which six are external Directors).
Meanwhile, the maximum annual remuneration for Audit & Supervisory Board Members is capped at 100 million yen as
determined by shareholder resolution at the 42nd annual General Meeting of Shareholders held on 26 November 2003 (theresolution covers five Audit & Supervisory Board Members).
The Company, with reference to the appropriate shareholder resolutions, determines the composition of individual Directors’compensation at Board of Directors’ meetings according to the policy detailed below.
The amount of individual remuneration for internal Directors (meaning Directors who are not external Directors; and the same
shall apply hereinafter) shall be deliberated by the Nomination and Remuneration Advisory Committee, which consists of all
external Directors, based on the amount calculated in accordance with their respective prescribed calculation method. After saiddeliberations, the Chairman, President & CEO Tadashi Yanai shall be entrusted by the Board of Directors to make the final
decision within the framework of the total amount of remuneration approved by the General Meeting of Shareholders.
The remuneration of external Directors shall be a fixed amount, and the said fixed amount shall be determined by the Board of
Directors.
The Board of Directors entrusts Chairman, President & CEO Tadashi Yanai with the determination of the amount of individual
remuneration for each internal Director. This delegation of responsibility is based on the judgement that Chairman, President &CEO Tadashi Yanai is the appropriate person to evaluate the duties and responsibility of each Director while also taking acomprehensive view of the Company’s overall performance. Individual remuneration is determined based on the discussions of
the Nomination and Remuneration Advisory Committee, which consists of all external Directors, so the Company believes thatits authority is exercised appropriately.
The amount of remuneration for Audit & Supervisory Board Members is determined through discussions among the Audit &Supervisory Board Members within the confines of the maximum amount of remuneration for Audit & Supervisory Board
Members approved at the aforementioned General Meeting of Shareholders.

－

94

－

(2) Total remuneration including compensation for each director classification at the Company, remuneration by type, and number ofrecipient directors

Executive category

Entity category

Totalamount of
remuneration(Millions ofyen)

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

Short-term
performancelinked
remuneration

Long-term
performancelinked
remuneration

Number of
executives(Persons)

Directors (excluding
external directors)

the Company

732

361

220

151

the subsidiaries

242

154

53

35

External directors

the Company

87

87

-

-

7

the Company

34

34

-

-

2

External Audit &the Company

42

42

-

-

Supervisory Board
Members

the subsidiaries

3

3

-

-

4

Audit & Supervisory
Board Members(excluding External
Audit & Supervisory
Board Members)
3

1. The performance-related remuneration figures are provisional calculations made prior to the evaluation of results for the fiscal
year ended August 31, 2023 after accounting for costs. The actual amounts paid are calculated and decided based on
performance evaluations of individual directors.
2. Remuneration for internal directors whose mainly serve as officers of consolidated subsidiaries is paid by the consolidated
subsidiary companies.
3. Remuneration for external directors is fixed at an annual amount of 15 million yen.
4. The remuneration for individual Directors for the current fiscal year is determined according to the process described in (4)Details of methods for determining director remuneration amounts. The Board of Directors judges whether the details of
remuneration, etc. for directors in the current fiscal year is in line with the above-determined policy.
(b) Total amount of consolidated remuneration, etc., for each officer: note that this is to be more than 100 million yen.

Name

Executive Director
Tadashi Yanai
DirectorTakeshi Okazaki
Director
Kazumi Yanai
Director
Koji Yanai

Total amountof
remuneration(Millions ofyen)

Total amount of remuneration, by type (Millions of yen)
Entity category
Basic Compensation

Short-term
performance-linked
remuneration

Long-term
performance-linked
remuneration

400

the Company

240

160

-

331

the Company

120

60

151

the Company

2

-

-

Theory LLC,
etc.

103

24

13

UniqloCO.,LTD. etc.

50

30

23

142

102

(Note) As stated below, short-term performance-linked compensation will be calculated based on performance evaluations from theprevious fiscal year.
(3) Salaries for key personnel serving concurrently as an employee and an officer
Not applicable.
(4) Details of methods for determining director remuneration amounts
－

95

－

(a) Remuneration for Audit & Supervisory Board Members is calculated within the total amount approved by the General Meetingof Shareholders as explained above and then discussed and decided by Audit & Supervisory Board Members.
(b) The remuneration of external Directors shall be a fixed amount, and the said fixed amount shall be determined by the Board of
Directors.
(c) Remuneration for internal Directors is made up of (1) a basic compensation component, and (2) a performance-relatedcompensation component (short-term and long-term performance-related compensation), the details of which are described
below. The method of calculation and the timing of payment of each remuneration type is discussed in the above-mentioned
Nomination and Remuneration Advisory Committee and then decided by the Board of Directors.

<Basic remuneration>
The basic remuneration component is calculated according to a predefined compensation table based on each individual’s grade
within the Company and split into equal monthly payments. The individual grade for each internal director is discussed in the
Nomination and Remuneration Advisory Committee and then decided by the Board of Directors.
<Short-term performance-related remuneration>
The targeted short-term performance-related remuneration amount is determined according to a table of short-term performancerelated remuneration by employee grade. It is calculated according to the following payment standard table after selecting aranking from five available levels generated by our target management system to reflect the degree of target achievement during
the previous fiscal period. The target management system determines targets based on corporate performance, organizational,
and individual director targets.
Grade

Definition

Percentage of Target Achieved

A

Targets greatly surpassed and many superb courses of action are evident

200%

AB

Targets achieved and superb courses of action are evident

150%

B

Targets achieved, or superb courses of action adequate for achieving target areevident

100%

BC
C

Targets not achieved, but it is acknowledged that efforts have been made that may
lead to future developments
Targets not achieved and the anticipated course of action was lacking

75%
50%

<Long-term performance-related remuneration>
The target amount of long-term variable Remuneration is determined based on the long-term variable remuneration tableestablished for each grade.
Target long-term variable remuneration will be granted as phantom stock, a stock-linked remuneration, to link up with the Fast
Retailing Group's corporate value. Phantom stock is a cash-settled remuneration linked to the Company's share price. The stock can
be exercised three years after the grant date, and an amount of cash equivalent to the Company's share price as of the date of
exercise will be paid. Dividends or amounts equivalent to dividends will not be paid.
In addition to the above, a special long-term, incentive-based remuneration has been granted to some Executive Directors during the
fiscal year under review as part of their long-term variable remuneration. Such remuneration has been granted as phantom stock, astock-linked remuneration. Such phantom stock is a cash-settled compensation linked to the Company's share price. The stock can
be exercised upon retirement five years after the grant date, and the amount of cash equivalent to the Company's share price as ofthe date of exercise will be paid. Dividends or amounts equivalent to dividends will not be paid.

－

96

－

E. Status of share holdings(1) Criteria and approach to “investment share” categories
The Company categorizes shareholdings that are deemed to contribute to improving medium-to-long-term corporate value as“investment shares with a purpose other than net investment” and other shares as “investment shares for the purpose of net
investment.”(2) Investment shares for which the investment purpose is a purpose other than net investment(a) In principle, the Group has a policy of not having any cross-holdings; however, on occasion these holdings may occur - but onlyin the minimum number of shares required. Each year, the Board of Directors verifies the economic rationality, etc., for any
cross-holdings; this is done for each individual stock and includes any medium-to-long term trading relationships. The Board
then makes a comprehensive judgment on the significance of the holdings. The specific contents of the verifications are notdisclosed due to the trading relationships with the corporation(s) in which shares are held.
(b) Number of stocks and amounts included in the balance sheet
Amounts included in
the balance sheet(Millions of yen)

Number of stocks
Unlisted shares

3

189

Shares other than unlisted shares--(Stock for which the number of shares increased in the current business year)
No applicable matters(Stocks for which the number of shares decreased in the current business year)
Amounts included in
the balance sheet(Millions of yen)

Number of stocks
Unlisted shares--

Shares other than unlisted shares

1

279

－

97

－

(c) Information on the number of shares and balance sheet difficulties for “specified investment shares” and “deemed shares” - byindividual stockSpecified Investment Shares:

Stock

Current
business year

Previousbusiness year

Number ofsharesNumber ofsharesBalance sheet
amount(Millions ofyen)

Balance sheet
amount(Millions ofyen)-

6,465,000

Holding purpose, outline of alliance,
quantitative holding
effect, and reason for increase in numberof shares

Holding theCompany’s
shares

These shares were held to try to

Crystal International

strengthen ties in the medium-term, as a
strategic partner.

Group Ltd.

-

No

301

(Notes) We are unable to disclose the quantitative effects of our holdings, as they include information such as transaction volumes
with companies in which we have invested. See (a) for more information on how we tested the rationality behind ourholdings.
Deemed Shares: Not applicable.
(3) Investment shares held for the investment purpose
Not applicable.

－

98

－

9. Financial Information
A. Preparation of consolidated financial statements(1) Since the Company meets all criteria of a “specific company” defined in Articles 1-2 of the Rules Governing Term, Form andPreparation of Consolidated Financial Statements (Financial Ministerial Order 28, 1976) (hereinafter referred to as the “Rules on
Consolidated Financial Statements”), the consolidated financial statements of the Group were prepared in accordance with IFRS
pursuant to Article 93 of the Rules on Consolidated Financial Statements.
(2) The financial statements of the Company were prepared in accordance with the Rules Governing Term, Form and Presentation of
Non-consolidated Financial Statements (Financial Ministerial Order 59, 1963) (hereinafter referred to as the “Rules on Nonconsolidated Financial Statements”).
The non-consolidated financial statements are prepared in accordance with the provisions set out in Article 127 of the Rules on
Non-Consolidated Financial Statements, etc., as the Company is categorized as a company that may be allowed to prepare its
financial statements according to special provisions.
(3) In this report, amounts are rounded down to the nearest million yen.
B. Audit and certification
The Company’s consolidated and non-consolidated financial statements for the fiscal year from 1 September 2022 - 31 August2023 have been audited by Deloitte Touche Tohmatsu LLC in accordance with auditing standards generally accepted in Japanpursuant to Article 193-2-1 of the Financial Instruments and Exchange Act. Deloitte Touche Tohmatsu LLC also conducted theaudit of consolidated financial statements of the Company in accordance with International Standards on Auditing (ISA).
C. Special measures for ensuring the accuracy of our consolidated financial statements and a framework for ensuring consolidated
financial statements are appropriately prepared in accordance with IFRS.
The Company has taken special measures to ensure the appropriateness of our consolidated financial statements and has establisheda framework to ensure our consolidated financial statements are appropriately prepared in accordance with IFRS. Details of theseare given below.
(1) To establish a framework capable of adapting appropriately to changes in accounting standards, the Company has made efforts
to build specialist knowledge by appointing employees who are well versed in IFRS, joining the Accounting Standards Board ofJapan and similar organizations, and participating in training programs.
(2) To ensure that we appropriately prepared consolidated financial statements in accordance with IFRS, we drafted the Group
guidelines for accounting practices based on IFRS, and have been conducting accounting procedures based on these guidelines.
We regularly obtain standards and press releases published by the International Accounting Standards Board (“IASB”), study
the latest standards and their potential impact on our Company, and update our Group guidelines for accounting practices
accordingly.

－

99

－

D. Consolidated Financial Statements(1) Consolidated statement of financial position(Millions of yen)

ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Derivative financial assets
Income taxes receivable
Other assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Goodwill
Intangible assets
Financial assets
Investments in associates accounted
for using the equity method
Deferred tax assets
Derivative financial assets
Other assets
Total non-current assets
Total assets

Notes

As at 31 August 2022

As at 31 August 2023

8,30
9,30
11,30
10
30

1,358,292
60,184
123,446
485,928
124,551
2,612
23,835
2,178,851

903,280
66,831
576,194449,254
132,101
23,66025,372
2,176,695

13,15
15,17
14
14,15
11,30

195,226
395,634
8,092
76,621
164,340

221,877
389,183
8,092
87,300240,363

16

18,557

18,974

18
30
12,15

8,506
134,240
3,690
1,004,911
3,183,762

38,208114,151
8,846
1,126,998
3,303,694

19,30
11,28,30
30
17,28,30

350,294
209,286
1,513
123,885
77,162
2,581
111,519876,242

338,901
61,9133,600
126,992
65,4282,642
129,782
729,260

241,022356,840
47,78044,258442,171
692,117
1,568,360

241,068
338,657
50,88867,0391,410
2,007
701,072
1,430,333

12

Liabilities and equity
LIABILITIESCurrent liabilities
Trade and other payables
Other financial liabilities
Derivative financial liabilities
Lease liabilities
Current tax liabilities
Provisions
Other liabilities
Total current liabilities
Non-current liabilities
Financial liabilities
Lease liabilities
Provisions
Deferred tax liabilities
Derivative financial liabilities
Other liabilities
Total non-current liabilities
Total liabilities

20
12

11,28,30
17,28,30
20
18
30
12

(continued)

－

100

－

(Millions of yen)

EQUITY
Capital stock
Capital surplus
Retained earnings
Treasury stock, at cost
Other components of equity
Equity attributable to owners of the Parent
Non-controlling interests
Total equity
Total liabilities and equity

－

Notes

As at 31 August 2022

As at 31 August 2023

21
21
21
21
21

10,273
27,834
1,275,102(14,813)
263,255
1,561,652
53,7501,615,402
3,183,762

10,27328,531
1,498,348(14,714)
298,965
1,821,405
51,955
1,873,360
3,303,694101－

(2) Consolidated statement of profit or loss
(Millions of yen)
Notes
Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Other income
Other expenses
Share of profit and loss of associates
accounted for using the equity method
Operating profit
Finance income
Finance costs
Profit before income taxes
Income tax expense
Profit for the year

22

23
24
15,24

2,766,557(1,330,196)
1,436,360(1,054,368)
12,197(14,238)

16

1,059

1,139

297,325
123,820(7,560)413,584(128,834)
284,750

381,090
66,716(9,888)437,918(122,746)
315,171

273,335
11,415
284,750

296,229
18,941
315,171891.77890.43966.09964.48

18

Profit for the year attributable to:
Owners of the Parent
Non-controlling interests
Total

27
27

－

Year ended
31 August 2023

2,301,122(1,094,263)
1,206,859(900,154)
16,951(27,391)

25
25

Earnings per share
Basic (Yen)
Diluted (Yen)Year ended
31 August 2022102－

(3) Consolidated statement of comprehensive income(Millions of yen)
Notes
Profit for the year
Other comprehensive income / (loss),
net of income tax
Items that will not be reclassified
subsequently to profit or loss
Financial assets measured at fair value
through other comprehensive
income / (loss)
Total items that will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on translating
foreign operations
Cash flow hedges
Share of other comprehensive
income / (loss) of associates
Total items that may be reclassified
subsequently to profit or loss
Other comprehensive income / (loss),
net of income tax
Total comprehensive income for the year

Year ended
31 August 2023

284,750

315,171

(41)

(11)

(41)

(11)

26

98,11847,587

26

193,303

80,997

26

116

172

291,538

128,756

291,497

128,745576,247

443,916554,833
21,414576,247

423,601
20,315443,916

26

Attributable to:
Owners of the Parent
Non-controlling interests
Total comprehensive income for the year－

Year ended
31 August 2022

103－

(4) Consolidated statement of changes in equity
For the year ended 31 August 2022
(Millions of yen)
Other components of equity
Equityattributable
Nonto owners controllingof theinterests
ParentCapitalstock

CapitalsurplusRetainedearnings

FinancialassetsForeign
Share of other
Treasurymeasured
Cash-flow
currency
comprehensive
stock,
at fair value
hedgetranslation
income ofat costthrough otherreserve
reserveassociatescomprehensive
income / (loss)

10,27325,3601,054,791(14,973)

271

9,855

30,89013--

273,335

-

-

-

-

-

-

-

-

-

-

(41)

90,731

190,691116--

273,335-(41)

90,731

190,691

-

2,089
384

(53,123)
-

(12)
172
-

-

-

-

-

-

-

-

Transfer to retained earnings

-

-

99

-

Changes in ownershipinterests in subsidiaries
without losing control

-

-

-

Total transactions with theowners of the Parent

-

2,473

(53,024)Notes

As at 1 September 2021

Total

41,031 1,116,484

Total
equity45,813

1,162,298

273,335

11,415

284,750

281,497

281,497

9,999

291,497116

281,497554,833

21,414576,247

-

-

-

(12)
2,261
(53,123)384(13,152)
-

(12)
2,261
(66,275)384-(59,174)-(59,174)(59,174)(727)(59,902)

(99)

-

-

-

(99)

-

-

-

-

-

-

-

-

-

-

402

402

159

(99)

-

(59,174)-(59,273)(109,665)(13,478)(123,143)

Net changes during the year
Comprehensive income
Profit for the year
Other comprehensive
income / (loss)
Total comprehensive income /(loss)
Transactions with the owners of
the Parent
Acquisition of treasury stock
Disposal of treasury stock
Dividends
Share-based payments
Transfer to non-financial
assetsTotal net changes during the year
As at 31 August 2022

26

21
21
21
21

-

2,473

220,310

159

(140)

90,731

131,516116

222,223

445,167

7,936

453,103

10,273

27,834

1,275,102(14,813)131

100,587

162,407129

263,255

1,561,652

53,7501,615,402

－

104

－

For the year ended 31 August 2023
(Millions of yen)
Other components of equity
Equityattributable
Nonto owners controllingof theinterests
ParentCapitalstock

CapitalsurplusRetainedearnings

FinancialassetsForeign
Share of other
Treasurymeasured
Cash-flow
currency
comprehensive
stock,
at fair value
hedgetranslation
income ofat costthrough otherreserve
reserveassociatescomprehensive
income / (loss)

10,273

27,834

1,275,102(14,813)--296,229

-

-

-

-

-

-

-

-

-

-

(11)

45,444

81,766

172

127,371--296,229-(11)

45,444

81,766

172

-

1,650
(953)

(73,074)
-

(27)
127
-

-

-

-

-

-

-

-

-

-

Transfer to retained earnings

-

-

90

-

(90)

Changes in ownershipinterests in subsidiaries
without losing control

-

-

-

-

Total transactions with theowners of the Parent-

696(72,983)

Notes

As at 1 September 2022

131

100,587

162,407

129

Total

263,255 1,561,652

Total
equity53,7501,615,402

296,229

18,941

315,171

127,371

1,373

128,745

127,371423,601

20,315443,916

-

-

(27)
1,778
(73,074)(953)(21,648)
-

(27)
1,778
(94,723)(953)(91,570)-(91,570)(91,570)(775)(92,346)

-

-

-

(90)

-

-

-

-

-

-

-

-

-

314

314

99

(90)

-

(91,570)-(91,661)(163,848)(22,109)(185,958)

Net changes during the year
Comprehensive income
Profit for the year
Other comprehensive
income / (loss)

26

Total comprehensive income /(loss)
Transactions with the owners of
the Parent
Acquisition of treasury stock
Disposal of treasury stock
Dividends
Share-based payments
Transfer to non-financial
assetsTotal net changes during the year
As at 31 August 2023

21
21
21
21

-

696

223,24699(102)

45,444(9,804)172

35,710259,752(1,794)257,958

10,27328,531

1,498,348(14,714)28

146,031

152,602302

298,965

1,821,405

51,955

1,873,360

－

105

－

(5) Consolidated statement of cash flows(Millions of yen)
Notes
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
Impairment losses
Interest and dividend income
Interest expenses
Foreign exchange losses / (gains)Share of profit and loss of associates accounted forusing the equity method
Losses on disposal of property, plant and equipment(Increase) / Decrease in trade and other receivables(Increase) / Decrease in inventories
Increase / (Decrease) in trade and other payables(Increase) / Decrease in other assets
Increase / (Decrease) in other liabilities
Others, net
Cash generated from operations
Interest and dividend income received
Interest paid
Income taxes paid
Income taxes refunded
Net cash generated by operating activities

15

Cash flows from investing activities
Amounts deposited into bank deposits with original
maturities of three months or longer
Amounts withdrawn from bank deposits with original
maturities of three months or longer
Payments for property, plant and equipment
Payments for intangible assets
Payments for acquisition of right-of-use assets
Payments for investment securities
Proceeds from sale and redemption of investment
securities
Payments for lease and guarantee deposits
Proceeds from collection of lease and guarantee
deposits
Others, net
Net cash generated by / (used in) investing activities

Year ended
31 August 2022

Year ended
31 August 2023

413,584
180,275
23,150(9,495)
7,560(114,324)

437,918
186,872
3,958(41,330)
9,791(25,385)(1,059)(1,139)1,136(2,651)(50,896)
114,600(7,125)(9,531)(27,211)
518,010
8,520(7,557)(95,867)
7,711
430,817917(7,535)46,908(15,909)8,354(3,700)10,617610,338
22,613(9,861)(160,368)
493
463,216(143,517)(387,720)

126,774

182,882(51,271)(28,335)(796)(117,521)-(61,764)(33,542)(1,851)(481,399)(5,973)(4,865)

5,112

5,578

3,301
(212,226)(1,381)(574,402)

209,662(continued)

－

106

－

(Millions of yen)
Notes
Cash flows from financing activities
Proceeds from short-term loans payable
Repayment of short-term loans payable
Repayment of redemption of bonds
Dividends paid to owners of the Parent
Dividends paid to non-controlling interests
Repayments of lease liabilities
Others, net
Net cash generated by / (used in) financing activities

28
28
28
21
28

Effect of exchange rate changes on the balance of cash
held in foreign currencies
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year

8
8

－

107

－

Year ended
31 August 2022

Year ended
31 August 2023

14,059(26,210)(53,091)(11,623)(136,889)
705(213,050)

6,511(7,314)(130,000)(73,064)(20,460)(140,646)
413(364,562)

175,015

20,735

180,556
1,177,736
1,358,292(455,011)
1,358,292
903,280

(6) Notes to the consolidated financial statements
1. Reporting Entity
FAST RETAILING CO., LTD. is a company incorporated in Japan. The locations of the registered headquarters and principal
offices of the Company are disclosed at the Group’s website (http://www.fastretailing.com/eng/).
The principal activities of the Group are the UNIQLO business (casual wear retail business operating under the “UNIQLO” brandin Japan and overseas), GU business (casual wear retail business operating under the “GU” brand in Japan and overseas) andTheory business (apparel designing and retail business in Japan and overseas), etc.
2. Basis of Preparation
A. Compliance with IFRSThe consolidated financial statements of the Group have been prepared in compliance with IFRS issued by the IASB.
The Group meets all criteria of a “specified company” defined under Article 1-2 of the Rules Governing Term, Form, andPreparation of Consolidated Financial Statements accordingly, applies Article 93 of the Rules Governing Term, Form, andPreparation of Consolidated Financial Statements.
B. Approval of the Consolidated Financial Statements
The consolidated financial statements were approved on 30 November 2023 by Tadashi Yanai, Chairman, President, and CEO,and Takeshi Okazaki, Group Senior Vice President and CFO.
C. Basis of Measurement
The consolidated financial statements have been prepared on a historical cost basis, except for certain assets, liabilities, andfinancial instruments which are measured at fair value as indicated in “3. Significant Accounting Policies.”
D. Functional Currency and Presentation Currency
The presentation currency for the Group’s consolidated financial statements is yen (in units of millions of yen), which is also
the Company’s functional currency. All values are rounded down to the nearest million yen, except when otherwise indicated.
E. Use of Estimates and Judgments
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments,
estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. The effects of the review of accounting estimates
are recognized in the accounting period in which the estimates were reviewed and in future accounting periods.
Information about important estimates and judgments that have significant effects on the amounts recognized in the
consolidated financial statements is as follows:• Valuation of inventories (3. Significant Accounting Policies F. and Note 10)• Valuation of property, plant and equipment, and right-of-use assets (3. Significant Accounting Policies J. and Note 15)• Recoverability of deferred tax assets (3. Significant Accounting Policies N. and Note 18)• Accounting treatment and valuation of provisions (3. Significant Accounting Policies K. and Note 20)• Fair value measurement of financial instruments (3. Significant Accounting Policies D. and Note 30)

－

108

－

3. Significant Accounting Policies
A. Basis of Consolidation(1) Subsidiaries
A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The Group controls
enterprises when it is exposed, or has rights, to variable returns arising from its involvement in those enterprises or when theGroup has rights to variable returns in those enterprises and is able to have an impact on said variable returns through its
power over those enterprises. A subsidiary’s financial statements are incorporated into the Group’s consolidated financial
statements from the date on which the Group obtains control until the date that control ceases.
The subsidiaries adopted the consistent accounting policies as the Company in the preparation of their financial statements.
All intra-group balances, transactions within the Group as well as unrealized profit and loss resulting from transactions within
the Group are eliminated at the time of preparation of the consolidated financial statements.
The statutory fiscal year end dates for FAST RETAILING (CHINA) TRADING CO., LTD., UNIQLO TRADING CO., LTD.,
FAST RETAILING (SHANGHAI) TRADING CO., LTD., GU (Shanghai) Co., Ltd. and 11 other companies vary between 31
December, 31 March and 30 June.
Management prepares the financial statements of these subsidiaries as at the Group’s year-end solely for the Group’s
consolidation purpose.
The financial statements of other subsidiaries are prepared using the same reporting period as the Parent company.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
Any difference between the adjustment to the non-controlling interest and the fair value of the consideration received isrecognized directly in equity as interests attributable to owners of the Parent.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent and to the noncontrolling interests, even if this results in the non-controlling interests having a deficit balance.
The number of consolidated subsidiaries as at 31 August 2023 is 125.
(2) Investments in associates
An associate is an entity in which the Group has significant influence over the financial and operating policies.
If the Group holds 20% or more of the voting rights of another enterprise, it is presumed that the Group has a significant
influence over the other enterprise. Investments in associates are accounted for applying the equity method, and measured athistorical cost at the time of acquisition.
Thereafter, the carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of theassociate since acquisition date. The consolidated statement of profit or loss reflects the Group’s share of the results ofoperations of the associate. Any change in other comprehensive income of those investees is presented as part of the Group’s
other comprehensive income.
Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of theinterest in the associate.
The number of associates as at 31 August 2023 is 3.

－

109

－

B. Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured at theaggregation of the acquisition date fair values of assets transferred, liabilities assumed, and equity interests issued by theCompany in exchange for control of the acquired company.
If the cost of an acquisition exceeds the fair value of the identifiable assets and liabilities, the excess is recorded as goodwill on
the consolidated statement of financial position. If it is below the fair value, the difference is immediately recorded as gains on
the consolidated statement of profit or loss.
Acquisition-related costs are expensed as incurred. Additional acquisitions of non-controlling interests are accounted for as
equity transactions, and no goodwill is recognized.
Contingent liabilities of acquired companies are recognized in a business combination only if they are present obligations, wereincurred as a result of a past event, and their fair value can be reliably measured.
For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value orat the proportionate share of the acquiree’s identifiable net assets.
If the initial accounting for a business combination is incomplete by the reporting date of the fiscal year in which the businesscombination occurs, the items for which the acquisition accounting is incomplete are reported using provisional amounts. Thoseamounts provisionally recognized on the acquisition date are retrospectively adjusted to reflect new information as if theacquisitions took place during the measurement period, had facts and circumstances that existed at the acquisition date been
known at that time, they would have affected the amounts recognized on that date. Additional assets and liabilities arerecognized if new information results in the recognition of additional assets or liabilities. The measurement period should bewithin one year.
C. Foreign Currencies(1) Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot
rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date. Differences arising from settlement or translation of monetary items are recognized in profit orloss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using theexchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translationdifferences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also
recognized in other comprehensive income or profit or loss, respectively).
(2) Foreign Operations
Upon consolidation, the assets and liabilities of foreign operations are translated into yen at the rate of exchange prevailing at
each reporting date and their statements of profit or loss are translated at average exchange rates during the period. The
exchange differences arising on translation for consolidation are recognized in other comprehensive income. On disposal of aforeign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in
profit or loss.

－

110

－

D. Financial Instruments(1) Non-derivative financial assets(a) Initial recognition and measurement
The Group classifies financial assets as “financial assets measured at fair value through profit or loss”; “financial assets
measured at fair value through other comprehensive income” or “financial assets measured at amortized cost”; and thatclassification is determined at the time of initial recognition.
The Group carries out initial recognition on the date of the transaction, when it becomes party to the contract related to thefinancial asset(s).
All financial assets are measured by adding directly linked transaction costs to fair value, except those in the categoryclassified as measured at fair value through profit or loss.
Financial assets are classified as financial assets measured at amortized cost, if the following requirements are satisfied:• Assets are held based on a business model that requires them to be held to collect contractual cash flow
• Cash flow, made up solely of payment of the principal and interest on the balance of principal, is generated on a specified
day under the contractual terms of the financial asset.
Financial assets other than financial assets measured at amortized cost are classified as financial assets measured at fairvalue. Apart from equity instruments held for trading purposes, which must be measured at fair value through Profit or Loss,other equity instruments measured at fair value are designated as either being measured at fair value through Profit or Lossor alternatively measured at fair value through Other Comprehensive Income; this is done for each individual equity
instrument and the designation is continuously applied to the instrument thereafter.
(b) Subsequent measurement
Measurement after the initial recognition of financial assets is carried out as follows in accordance with the classification.
(i) Financial assets measured at amortized cost
Financial assets measured at amortized cost are measured at amortized cost using the effective interest method.
(ii) Financial assets measured at fair value
The fluctuation in the fair value of financial assets measured at fair value is recognized as profit or loss. However, any
fluctuation in the fair value of equity financial instruments designated as instruments to be measured at fair value throughother comprehensive income, is recognized as other comprehensive income; and if recognition is suspended or if the fairvalue significantly drops, then it is transferred to Retained earnings. Note that dividends from the financial assets arerecognized as profit or loss as part of finance income.

－

111

－

(c) Impairment of financial assets
For financial assets measured at amortized cost, expected credit losses pertaining to the financial assets are recognized asallowances for doubtful accounts.
On each reporting date, the credit risk pertaining to each financial asset is evaluated to see if it has increased significantly
since initial recognition and, if it has, then the expected credit losses for the entire period are recognized as an allowance for
doubtful accounts; whereas if it has not, then the expected credit losses for a 12-month period are recognized as an allowancefor doubtful accounts.
In principle, if the contractual payment due date has passed at the time of an evaluation, it will be assumed that the credit risk
has significantly increased. However, when the evaluation takes place, other information that can be reasonably used andused as support is taken into account.
However, trade receivables, etc., that do not include any major financial elements are always recognized as being an amountequivalent to expected credit loss for the entire period. If the issuer or debtor is in serious financial difficulties or is subject toa legal or formal business failure, then it is judged that there has been a default on obligations. And if it is judged that there
has been a default on obligations, then the assets are treated as credit-impaired financial assets.
Irrespective of the above, if it is reasonably judged that all or part of financial assets cannot be collected due to our legal
rights of claim being terminated or similar, then the book value of the financial assets is directly amortized.
(d) Derecognition of financial assets
The Group derecognizes a financial asset only if the contractual rights to the cash flows from the financial asset expire or if
the Group has transferred almost all risks and rewards of ownership. If the Group maintains control of the transferredfinancial asset, it recognizes the asset and associated liabilities to the extent of its continuing involvement.
(2) Non-derivative financial liabilities(a) Initial recognition and measurement
Corporate bonds and loans, etc., are initially recognized by the Group on their effective date; and other financial liabilities
are initially recognized on their transaction date. Financial liabilities are either classified as financial liabilities measured atfair value through profit or loss or financial liabilities measured at amortized cost, and this classification is determined at thetime of initial recognition. All financial liabilities are initially measured at fair value, but financial liabilities measured atamortized cost are measured using the amount obtained after deducting directly attributable transaction costs.
(b) Subsequent measurements
For measurements made after the initial recognition of a financial liability, any financial liabilities measured at fair value
through profit or loss include financial liabilities held for trading purposes and financial liabilities specified at the time ofinitial recognition as measured at fair value through profit or loss; and when these liabilities are measured at fair value after
initial recognition, any changes are recognized as profit or loss for the current period. Any financial liabilities measured atamortized cost are measured after initial recognition at amortized cost using the effective interest method. Any gains orlosses made in the event of amortization using the effective interest method and the de-recognition of a liability arerecognized as profit or loss for the current period as part of finance costs.
(c) Derecognition of financial liabilities
The Group derecognizes a financial liability when it is extinguished, which is when the obligation specified in the contract iseither discharged, cancelled, or expired.
(3) Presentation of financial assets and financial liabilities
The balance of financial assets and financial liabilities is offset on the consolidated statement of financial position and the net
amount is presented only in cases in which the Group has the right to legally enforce offsetting the balances and also intends
to settle the net amount, or realize assets and settle liabilities, at the same time.

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(4) Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments, such as forward currency contracts, to hedge its foreign currency risks. Suchderivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into
and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive andas financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for theeffective portion of cash flow hedges, which is recognized in other comprehensive income and later reclassified to profit orloss when the hedge item affects profit or loss.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which theGroup wishes to apply hedge accounting and the risk management objectives and strategy for undertaking the hedge. The
documentation includes identification of the specific hedging instrument, the hedged item or transaction, the nature of the risk
being hedged, and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in
the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective inachieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually
have been highly effective throughout the financial reporting periods for which they were designated.
The Group has designated forward currency contracts as cash flow hedges and are accounted for as described below:
Cash flow hedges
For gains and losses on hedges, effective portions are recognized as other comprehensive income, and non-effective portions
are immediately recognized as profit or loss on the Consolidated Statement of Profit or Loss.
Amounts pertaining to hedges that are included as other comprehensive income are transferred to profit or loss at the point intime when the hedged trades have an impact on profit or loss. If a transaction is planned that will generate recognition ofhedged assets or liabilities of a non-financial nature, then the amount that is recognized as other comprehensive income isprocessed as a correction of the initial book value for the non-financial asset or liability.
If the forecast transaction or firm commitment is no longer expected to occur, cumulative profit or loss amounts previously
recognized in equity through other comprehensive income are reclassified as profits or losses. If the hedging instrument
expires or is sold, is terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, theamounts previously recognized in equity through other comprehensive income are recorded as equity until the forecast
transaction occurs or firm commitment is met.
E. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, bank deposits available for withdrawal on demand, and short-term, highly
liquid investments due with a maturity of three months of the acquisition date or less that are readily convertible to cash andwhich are subject to an insignificant risk of changes in value.
F. Inventories
Inventories are valued at the lower of cost or net realizable value; the weighted average method is principally used to determinecost. Net realizable value is based on the estimated selling price in the ordinary course of business less any estimated costs to
sell.

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G. Property, plant and equipment(1) Recognition and measurement
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs ofbringing the asset to its working condition and location for its intended use, the initial estimate of the costs of dismantling andremoving the item and restoring the site on which it is located.
(2) Depreciation
Assets other than land and construction in progress are depreciated using the straight-line method over the estimated useful
lives shown below:
Buildings and structures
Machinery and equipment
Furniture, fixtures and vehicles

3-35 years
10 years
5 years

The useful lives, residual values, and depreciation methods are reviewed at each reporting date, with the effect of any changes
in estimates being accounted for on a prospective basis.
H. Goodwill and intangible assets(1) Goodwill
Goodwill is stated at the carrying amount, which is the acquisition cost after deducting accumulated impairment losses.
Goodwill represents the excess amount of the historical cost of an interest acquired by the Group over the net amount of thefair value of the identifiable assets acquired and liabilities assumed.
Goodwill is not amortized but is allocated to identifiable cash-generating units (“CGU”) based on the geographical region
where business takes place and the type of business conducted, and then tested for impairment each year or when there is anindication that it may be impaired. Impairment losses on goodwill are recognized in the consolidated statement of profit orloss and cannot be subsequently reversed in future periods.
(2) Intangible assets
Intangible assets are measured at cost, with any accumulated amortization and accumulated impairment losses deducted fromthe historical cost to arrive at the stated carrying amount.
Intangible assets acquired separately are measured at cost at initial recognition, and the cost of intangible assets acquired in abusiness combination is measured as fair value at the acquisition date.
For internally generated intangible assets, the entire amount of the expenditure is recorded as an expense in the period inwhich it arises, except for development expenses that meet the requirements for capitalization.
Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line
method, and they are tested for impairment when there is an indication that they may be impaired. The estimated useful life
and amortization method for an intangible asset with a finite useful life is reviewed at the end of each reporting period, andany changes are applied prospectively as a change in accounting estimate.
The estimated useful lives of the main intangible assets with finite useful lives are as follows:• Software for internal use

Length of time it is usable internally (3 to 5 years)

Intangible assets with indefinite useful lives and intangible assets that are not yet available for use are not amortized. They aretested for impairment annually or when there is an indication that they may be impaired, either individually or at the CGU
level.

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I. Leases(i) As Lessee
Right-of-use assets are initially measured at cost at the commencement date of their lease. The cost includes the amount of theinitial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease
incentives received, and any initial direct costs incurred.
After the initial measurement, right-of-use assets are depreciated over the lease term using the straight-line method. The leaseterm is determined as the non-cancellable period together with periods covered by an option to terminate the lease if the lessee
is reasonably certain not to exercise that option. The right-of-use assets are measured at cost less accumulated depreciation andany accumulated impairment losses.
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date. The
lease payments are discounted using the interest rate implicit in the lease if that rate can be readily determined. If that rate cannot
be readily determined, the incremental borrowing rate is used.
The lease payments included in the measurement of the lease liability comprise the fixed payments and payments of penalties forterminating the lease if the lease term reflects the exercising an option to terminate the lease.
Subsequent to initial recognition, lease liabilities are measured at amortized cost using the effective interest method. Leaseliabilities are remeasured if there is a change in future lease payments resulting from a change in an index or a rate, or a change
in the assessment of possibility of exercising a termination option.
If a lease liability is remeasured, the amount of the remeasurement of the lease liability is recognized as an adjustment to theright-of-use asset.
(ii) As Lessor
For leases where the Group is the lender, each lease is classified as either a finance lease or an operating lease at the time thatthe lease is agreed.
In classifying each lease, the Group comprehensively evaluates whether or not the risks and economic value associated withownership of the underlying assets all transfer substantively. If they do transfer, the lease is classified as a finance lease;otherwise, it is classified as an operating lease.
Leases in which the Group acts as lender normally correspond to subleases in which the Group acts as an intermediate lender.
Head leases and subleases are accounted separately. In its consolidated financial statement, the Group includes lender financeleases pertaining to relevant subleases in "other current financial assets and "non-current financial assets."

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J. Impairment
The carrying amounts of the Group’s non-financial assets, excluding inventories and deferred tax assets, are reviewed todetermine whether there is any indication of impairment at each reporting date. If there is any indication of impairment, therecoverable amount for the asset is estimated. For goodwill, intangible assets with indefinite useful lives, and intangible assetsthat are not yet available for use, the recoverable amount is estimated each year at the same time.
The recoverable amount for an asset or CGU is the higher of value-in-use and fair value less costs of disposal. The fair valueless costs of disposal calculation is based on current market transactions. However, if the observable market transactions are notavailable, appropriate valuation model is used. In assessing value-in-use, the estimated future cash flows are discounted to theirpresent value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset.
A CGU is the smallest identifiable group of assets which generates cash inflows from continuing use which are largely
independent of the cash inflows from other assets or groups of assets.
The CGU (or group of CGUs) for goodwill is determined based on the unit by which the goodwill is monitored for internalmanagement purposes and must not be larger than an operating segment before aggregation.
Because the corporate assets do not generate independent cash inflows, if there is an indication that corporate assets may be
impaired, the recoverable amount is determined for the CGU to which the corporate assets belong.
If the carrying amount of an asset or a CGU exceeds the recoverable amount, an impairment loss is recognized in profit or loss
for the period. Impairment losses recognized in relation to a CGU are first allocated to reduce the carrying amount of any
goodwill allocated to the CGU and then allocated to the other assets of the CGU pro rata on the basis of their carrying amounts.
An impairment loss related to goodwill cannot be reversed in future periods. Previously recognized impairment losses on assets
other than goodwill are reviewed at each reporting date to determine whether there is any indication that a loss has decreased or
no longer exists. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used todetermine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that thecarrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
K. Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probablethat an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate canbe made of the amount of the obligation. Provisions are recognized as the best estimate of the expenditure required to settle thepresent obligation (future cash flows), taking into account the risks and uncertainties surrounding the obligation at eachreporting date.
If the time value of money is material, provisions are measured as the estimated future cash flows discounted to the present
value using a pre-tax rate that reflects, when appropriate, the time value of money and the risks specific to the liability. Whendiscounting is used, the increase due to the passage of time is recognized as a finance cost.
Provision is described below:
Asset retirement obligations
The obligations to restore property to its original state under real estate leasing agreements for offices, such as corporate
headquarters and stores, are estimated and recorded as a provision. The expected length of use is estimated as the time fromacquisition to the end of useful life.

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L. Employee benefits(1) Defined contribution system
We have adopted a defined contribution pension plan for employees of the Company and certain subsidiaries.
The defined contribution pension plan is a post-retirement benefit plan in which the employer contributes a certain amount ofcontributions to other independent companies and is not subject to legal or presumptive obligation on payment beyond thosecontributions.
Contributions to the defined contribution pension plan are charged to expense during the period in which employees provide
services.
(2) Short-term employee benefits
For short-term employee benefits, no discount calculation is made and expenses are recorded when employees provide related
services.
For bonuses and paid leave expenses, we have legal or presumptive obligations to pay them and recognize as liabilities theamount estimated to be paid based on those plans if reliable estimates are possible.
(3) Share-based payments
The Group grants share-based payments in the form of share subscription rights (stock options) to employees of the Company
and its subsidiaries. In doing so, the Group aims to heighten morale and motivate employees to improve the Group’s businessperformance, thereby increasing shareholder value by reinforcing business development that is focused on the interests of theshareholders. These share-based payments do this by rewarding contributions to the Group’s profit and by connecting thebenefits received by these individuals to the Company’s stock price.
Stock options are measured at fair value based on the price of the Company’s shares on the grant date. Fair value of stock
options is further disclosed in “29. Share-based Payments.”
The fair value of the stock options determined at the grant date is expensed, together with a corresponding increase in capitalsurplus in equity, over the vesting period on a straight-line basis, taking into consideration the Group’s best estimates of thenumber of stock options that will ultimately vest.

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M. Revenue recognition
The Group recognizes revenue in accordance with IFRS 15 Revenue from Contracts with Customers by applying the following
five-step approach:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Group, as a global clothing retailer, recognizes revenue when it satisfies its performance obligation by transferring thepromised goods to the customer. An asset is transferred when the customer obtains control of that asset. In addition, the Group
recognizes revenue at the amount of the promised consideration that the customer would pay in accordance with a contract, lessthe sum of discounts, rebates and refunds or credits.
N. Income taxes
Income taxes comprise current and deferred taxes and these are recognized in profit or loss, except taxes arising from items thatare recognized as other comprehensive income.
Current taxes are measured at the amount expected to be paid to (or recovered from) taxation authorities on taxable income orloss for the current year, using the rates that have been enacted or substantively enacted by each reporting date in the countries
where the Group operates and generates taxable income, with adjustments to tax payments in past periods.
Through the use of an asset and liability approach, deferred tax assets and liabilities are recorded for the temporary differences
between the carrying amounts of assets and liabilities for accounting purposes and the amounts of assets and liabilities for tax
purposes. Deferred tax assets and liabilities are not recognized for temporary differences under any of the following
circumstances:•Temporary differences arising from goodwill;•Temporary differences arising from the initial recognition of an asset / liability which, at the time of the transaction, does notaffect either the accounting profit or the taxable income (other than in a business combination); or•Taxable temporary differences associated with investments in subsidiaries, but only to the extent that it is possible to control
the timing of the reversal of the differences and it is probable that the reversal will not occur in the foreseeable future.
The group tax sharing system is applied for the Company and 100% owned subsidiaries in Japan.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the temporary
difference is realized or settled, based on tax laws that have been enacted or substantively enacted by each reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when income taxes are levied by the same taxation authority on either the same taxable entity or on different taxable
entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle theliabilities simultaneously.
Deferred tax assets are recognized for unused tax losses, tax credits, and deductible temporary differences to the extent that it isprobable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at eachreporting date and reduced to the extent that it is no longer probable that the related tax benefits will be realized.

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O. Earnings per share
Basic earnings per share is calculated by dividing profit or loss attributable to common shareholders of the Parent by theweighted-average number of common stocks outstanding during the period, adjusted for treasury stock. Diluted earnings per
share is calculated by adjusting for all dilutive potential ordinary shares having a dilutive effect.
4. Newly applied standards and interpretation guidelines
Since the current consolidated fiscal year, the Group has adopted the below standard.
Standard

Standard
Name

Summary of New/Revised Content and Transitional Measures

International
AccountingStandards (“IAS”) 12

IncomeA temporary exception to the recognition and information disclosure requirements
about deferred tax assets and liabilities related to the International Tax Reform -(Revised)

Taxes

Pillar Two Model Rules.

The application of IAS 12 (Revised) has no significant impact on the Group's Consolidated Financial Statement.
5. Issued but not yet effective IFRS, not-yet-applied new standards and interpretation guidelines
New written standards and new interpretation to existing standards guidelines that were either newly established or revised by thedate the consolidated financial statements were approved, the main standards that the Company has not applied, as of 31 August
2023, are stated below.
IFRS

IAS 12 (Revised)

Title
IncomeTaxes

Mandatory
adoption date(year beginning on)

The Group’s

Summary

adoption dateFiscal year ending
31 August 2024

1 January 2023

Deferred tax related to assets
and liabilities arising from asingle transaction
Disclosure of income taxes

IAS12 (Revised)

IncomeTaxes

Fiscal year ending

1 January 2023

31 August 2024

arising from tax laws enacted
or substantially enacted to
introduce the "International Tax
Reform - Pillar Two Model
Rules."The Company is in the process of assessing the impact of the adoption of the above standards on the Group’s consolidated
financial statements.

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6. Segment Information
A. Description of reportable segments
The Group’s reportable segments are components for which discrete financial information is available and which are reviewed
regularly by the Board of Directors (the “Board”) to make decisions about the allocation of resources and to assess
performance.
The Group’s main retail clothing business is divided into four reportable operating segments: UNIQLO Japan, UNIQLOInternational, GU and Global Brands, each of which is used to frame and form the Group’s strategy.
The main businesses covered by each reportable segment are as follows:
UNIQLO Japan:
UNIQLOUNIQLO clothing business within Japan
UNIQLO clothing business outside of Japan

International:GU:

GU clothing business in Japan and overseas

Global Brands:

Theory, PLST, COMPTOIR DES COTONNIERS, and PRINCESSE TAM.TAM clothing
operations(Changes to classification of reportable segment)
From the year ended 31 August 2023, in accordance with the partial review of the performance management segmentation,
Royalty Department performance that had previously been presented under "UNIQLO Japan" is now included in the“Adjustments”.
This is due to the increase in sales of UNIQLO International including Europe and the United States and the accompanying
increase in royalty revenue, which has resulted in a change in positioning of the Royalty Division to a corporate division.
The segment information for the year ended 31 August 2022 is based on the revised segmentation.
B. Method of accounting for segment revenue and results
The methods of accounting for the reportable segments are the same as those stated in “3. Significant Accounting Policies.”
The Group does not allocate assets and liabilities to individual reportable segments.
C. Segment information
Year ended 31 August 2022
(Millions of yen)
Reportable segments
Total

Others(Note1)

Consolidated
Adjustments
Statement of(Note2)
Profit or Loss

UNIQLOJapan

UNIQLOInternational

GU

GlobalBrands

Revenue

810,261

1,118,763

246,055

123,1622,298,242

2,880

-

2,301,122

Operating profit / (loss)

107,975

158,364

16,667(792)

282,215(797)

15,906297,325

Segment income / (loss)(i.e., profit / (loss) before income
taxes)

117,809

156,503

18,492(1,212)

291,592(867)

122,859

413,584

Depreciation and amortization

53,45071,358

17,9408,361

151,111183

28,980180,275

Impairment losses (Note 3)

4,322

13,402

2,237

1,389

21,351

1,363

434

23,150

Other disclosure:(Note 1) “Others” includes the real estate leasing business, etc.
(Note 2) “Adjustments” primarily includes revenue and corporate expenses which are not allocated to individual reportable segments.
(Note 3) Details on the Impairment losses are stated in note “15. Impairment losses”.

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Year ended 31 August 2023
(Millions of yen)
Reportable segments
Total

Consolidated
Adjustments
Statement of(Note2)
Profit or Loss

Others(Note1)UNIQLOJapan

UNIQLOInternational

GU

GlobalBrands

Revenue

890,427

1,437,147

295,206

141,6852,764,466

2,090

-

2,766,557

Operating profit / (loss)

117,881

226,999

26,139(3,022)367,998

21

13,070381,090

Segment income / (loss)(i.e., profit / (loss) before income
taxes)

130,547

228,084

25,813(3,940)380,50539

57,372437,918

49,551

79,281

18,931

8,205

155,969401

30,501

186,872

-

1,087

150

2,122

3,360

-

597

3,958

Other disclosure:
Depreciation and amortization
Impairment losses (Note 3)(Note 1) “Others” includes the real estate leasing business, etc.
(Note 2) “Adjustments” primarily includes revenue and corporate expenses which are not allocated to individual reportable segments.
(Note 3) Details on the Impairment losses are stated in note “15. Impairment losses”.
D. Geographic Information
Year ended 31 August 2022
(1) External revenue(Millions of yen)
Japan

PRC
1,080,807

Overseas (Others)
446,063

Total

774,251

2,301,122(2) Non-current assets (excluding financial assets, investments in associates accounted for using the equity method and deferred
tax assets)(Millions of yen)
United Statesof AmericaJapan
365,435

Overseas (Others)
77,250

Total

236,580

679,266

Year ended 31 August 2023
(1) External revenue(Millions of yen)
Japan

PRC
1,208,261

Overseas (Others)
503,909

Total

1,054,386

2,766,557(2) Non-current assets (excluding financial assets, investments in associates accounted for using the equity method and deferred
tax assets)(Millions of yen)
United Statesof AmericaJapan
386,314

Overseas (Others)
77,957－251,029

121

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Total
715,301

7. Business Combination
In the Group, there are no significant transactions both individually and in the aggregate, and the information is omitted.
8. Cash and Cash Equivalents
The breakdown of cash and cash equivalents as at each year end is as follows:(Millions of yen)

Cash and bank balances

As at
31 August 2022

As at
31 August 2023

1,059,343

868,513

298,948

34,767

1,358,292

903,280

Money market funds (MMF), negotiable certificates of deposits
Total(Note) Cash and Cash Equivalents is classified as financial assets measured at amortized cost.
9. Trade and Other Receivables
The breakdown of trade and other receivables as at each year end is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Accounts receivable - trade47,40555,918Other accounts receivable

12,334

10,166

Lease receivable

863

1,311

Allowance for doubtful accounts

(418)

(565)

60,184

66,831Total

See note “30. Financial Instruments” for credit risk management and the fair value of trade and other receivables.
The above classifications of financial assets are all financial assets measured at amortized cost.
The above Accounts receivable — trade are mainly recognized as revenue at the time of delivery of the clothing because thecustomer is deemed to have gained control of the clothing and the performance of obligations to have been fulfilled upondelivery. The Group receives payment within a short period of time after fulfilling the performance of obligations based on
separately specified payment conditions. Because the period from fulfillment of the performance obligations to receipt ofconsideration is normally within one year, the receivables are not adjusted as material financial elements using the convention
method.

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10. Inventories
The breakdown of inventories as at each year end is as follows:(Millions of yen)

Products

As at
31 August 2022

As at
31 August 2023

479,824442,692

6,103

6,561

485,928

449,254

Materials and supplies
Total(Note) As at 31 August 2022 and 31 August 2023, the Group had inventories attributable to UNIQLO Japan, UNIQLO International
and GU business segments aggregated to 453,258 million yen and 417,347 million yen, respectively.
No inventories were pledged as collateral to secure debt.
Write-down of inventories to their net realizable values recognized in expenses is as follows:(Millions of yen)

Write-down of inventories to net realizable value

Year ended
31 August 2022

Year ended
31 August 2023

9,099

8,678

(Note) As at 31 August 2022 and 31 August 2023, the Group had written down inventories to net realizable value for the amount of
8,283 million yen and 8,254 million yen, respectively, related to UNIQLO Japan, UNIQLO International and GU businesssegments.
As the valuation of inventories may be affected by external environments such as economic conditions, weather or trends ofcompetitors, if these factors may be differed from the estimates, it may have a significant impact on the valuation of inventories
in the consolidated financial statements for the next consolidated fiscal year.

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11. Other Financial Assets and Other Financial Liabilities
The breakdowns of other financial assets and other financial liabilities as at each year end are as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Bonds

135,214440,738

Security deposits / guarantees

68,62669,446

Bank deposits

74,535

294,620

Others9,167

11,827

Allowance for doubtful accounts

(247)

(262)

490

189

287,787

816,558

Other current financial assets total

123,446

576,194

Other non-current financial assets total

164,340

240,363

Other financial assets:
Financial assets measured at amortized cost

Financial assets measured at fair value throughother comprehensive income
Stocks
Total(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Interest-bearing bank and other borrowings (Note)

371,496

240,913

Deposits

77,55060,793

Security deposits / guarantees received

1,260

1,274

Total

450,308

302,981

Other current financial liabilities total

209,286

61,913

Other non-current financial liabilities total

241,022241,068

Other financial liabilities:
Financial liabilities measured at amortized cost

(Note) Interest-bearing borrowings include corporate bonds and loans payable.

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The issues and fair values of financial assets measured at fair value through other comprehensive income are as follows:(Millions of yen)
Issue(s)Crystal International Group Ltd.

As at
31 August 2022

As at
31 August 2023

301-

Stocks are principally held to strengthen medium-term relationships with strategic partners, and are therefore designated as
financial assets at fair value through other comprehensive income.
The fair value and cumulative gains or losses (before tax effects) as at the date of derecognition of financial assets measured atfair value through other comprehensive income that were derecognized during the period are as follows.
(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Fair value

487

279

Cumulative gains / (losses)

159

95

(Notes) 1. The Group sells off (derecognizes) equity instruments measured at fair value through other comprehensive income based on
the efficient utilization of assets and reviews of business relationships.
2. If equity instruments measured at fair value through other comprehensive income are derecognized, cumulative gains orlosses (after tax effects) recognized in other comprehensive income are transferred to retained earnings.
Dividend income from financial assets measured at fair value through other comprehensive income is as follows.
(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Derecognized financial assets-

5

Financial assets held at the end of the fiscal year

26

3

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12. Other Assets and Other Liabilities
The breakdowns of other assets and other liabilities as at each year end are as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Prepayments

10,002

9,692

Long-term prepayments

2,024

1,586

Accrued interest receivable

559

8,380

Prepaid consumption tax

5,188

4,527

Others

9,751

10,03327,52634,219Current

23,83525,372

Non-current

3,690

8,846

Other assets:

Total(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Accruals

87,56894,053

Employee benefits accruals

9,382

11,101

Suspense receipt / accrued consumption tax

3,740

12,222Others12,99914,412

113,690131,790

111,519

129,782

2,171

2,007

Other liabilities:

Total
Current
Non-current

－

126

－

13. Property, Plant and Equipment
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment of property, plant and equipment are as follows:(Millions of yen)
Acquisition costs

Buildings
andstructures

Machineryandequipment

Furniture,
fixtures andvehiclesLand

Construction
inprogress

Total

At 1 September 2021

324,577

11,63372,713

1,962

18,358429,245

Additions

7,802

861

5,152

-

43,171

56,988

Disposals(11,552)-(3,595)-(287)(15,435)

Transfers

23,976

18,623

7,790-(50,390)-

Effect of change inexchange rate

28,5982,552

11,394-724

43,270At 31 August 2022

373,403

33,671

93,455

1,962

11,575514,069

Additions

2,723

313

1,076

-

61,61965,734

Disposals(24,321)-(11,862)-(951)(37,134)

Transfers

35,211

19,728

10,401-(65,341)-

Effect of change inexchange rate

15,355

494

5,059

-

2,237

23,146

At 31 August 2023

402,373

54,20898,130

1,962

9,139

565,815－127－

(Millions of yen)
Accumulated
depreciationand impairment

Buildings
andstructures

Machineryandequipment

Furniture,
fixtures andvehiclesAt 1 September 2021

(208,457)(416)(52,159)(34)-(261,068)

Depreciation(26,969)(2,856)(9,049)--(38,875)

Impairment losses(4,461)(434)(1,387)--(6,283)

Disposals

10,633

-

3,235

-

-

13,869(18,201)(252)(8,029)--(26,483)

At 31 August 2022

(247,456)(3,960)(67,390)(34)-(318,842)

Depreciation(28,693)(4,777)(9,523)--(42,995)

Impairment losses

(537)

(77)

(214)

-

-

(829)

Disposals

20,978-

10,521--

31,499Effect of change inexchange rate

(9,717)(90)(2,962)--(12,770)

At 31 August 2023

(265,427)(8,906)(69,569)(34)-(343,937)

Effect of change inexchange rate

Construction
inprogress

Land

Total

(Millions of yen)
Buildings
and structures

Machineryandequipment

Furniture,
fixtures andvehicles

At 31 August 2022

125,947

29,71026,064

At 31 August 2023

136,945

45,301

28,561

Net carrying amount

ConstructioninProgress

Total

1,927

11,575

195,226

1,927

9,139

221,877

Land(Notes) 1. Property, plants and equipment mainly consists of store assets attributable to UNIQLO Japan, UNIQLO International andGU business segments.
2. There are no restrictions on ownership rights and no pledges on the Group’s property, plant and equipment.

－

128

－

14. Goodwill and Intangible Assets
A. The increase / (decrease) in acquisition costs, accumulated amortization, and impairment of goodwill and intangible assets are
as follows:(Millions of yen)
Intangible assets other than goodwill
Acquisition costs

Goodwill

GoodwillandIntangible
assets total

SoftwareTrademarks

Otherintangible
assetsTotal

15,885

134,279

9,179

9,419

152,879

168,764

External purchase-

24,163-

122

24,28624,286

Internal development

-

3,917

-

-

3,917

3,917

Disposals

-

(823)

(33)

(408)

(1,265)(1,265)

Effect of change in exchange rate

-

(737)

2,240

972

2,474

2,474

At 31 August 2022

15,885

160,798

11,387

10,106

182,291

198,176

External purchase-

28,521-

37

28,55928,559Internal development

-

4,967

-

-

4,967

4,967

Disposals-(4,366)

(0)

(520)

(4,886)(4,886)

Effect of change in exchange rate

-

516

591

1,668

2,776

2,776

15,885

190,437

11,978

11,291

213,707229,592

At 1 September 2021

At 31 August 2023

(Millions of yen)
Intangible assets other than goodwill
Accumulated amortizationand impairment

SoftwareTrademarks

Otherintangible
assetsTotal(7,792)(79,384)(3,133)(3,422)(85,939)(93,732)

Amortization-(19,845)-(30)(19,875)(19,875)

Impairment losses

-

(269)

-

(353)

(622)

(622)

Disposals

-

643

33

269

946

946

Effect of change in exchange rate

-

1,002

(668)

(511)

(177)

(177)

(7,792)(97,852)(3,768)(4,048)(105,670)(113,462)

Amortization-(22,562)-(28)(22,591)(22,591)

Impairment losses

-

(595)

-

(665)

(1,260)(1,260)

Disposals

-

3,775

0

473

4,249

4,249

Effect of change in exchange rate

-

(287)

(184)

(662)

(1,134)(1,134)(7,792)(117,522)(3,953)(4,931)(126,407)(134,199)

At 1 September 2021

At 31 August 2022

At 31 August 2023

Goodwill

GoodwillandIntangible
assets total(Note) Amortization of intangible assets is included in “selling, general and administrative expenses” on the consolidated statement of
profit or loss.

－

129

－

(Millions of yen)
Intangible assets other than goodwill
Net carrying amount

Goodwill
SoftwareTrademarks

Otherintangible
assets

Total

GoodwillandIntangible
assets total

At 31 August 2022

8,092

62,945

7,618

6,057

76,621

84,714

At 31 August 2023

8,092

72,915

8,025

6,360

87,30095,393The book value of internally generated intangible assets included in intangible assets is as follows.
(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

3,734

7,705

Software

B. Goodwill and intangible assets with indefinite useful lives
Goodwill and intangible assets recorded in the consolidated statement of financial position are primarily for goodwill andtrademarks related to the Theory business.
Trademarks and certain other intangible assets will continue to be used as long as the business remains viable; therefore,
management estimated the useful lives as indefinite.
The carrying amount of the goodwill and intangible assets with indefinite useful lives by CGU is as follows:(Millions of yen)
Intangible assets with indefinite
useful lives

Goodwill
Net carrying amount
UNIQLOJapan

UNIQLOInternational

At 31 August 2022--

At 31 August 2023--

GlobalBrandsUNIQLOJapan

UNIQLOInternatio
nal

-

8,092

-

-

-

12,803

-

8,092

-

-

-

13,244

GU

－

130

－

GlobalBrandsGU

15. Impairment Losses
The Group recognized impairment losses on certain store assets etc., due to reductions in profitability of the respective cashgenerating unit (“CGU”).
The breakdown of impairment losses by asset type is as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Buildings and structures

4,461

537

Machinery and equipment

434

77

1,387

214

718

-

7,002

829

Software269

595

Other intangible assets

353

665

622

1,260

15,522

1,868

2

-

23,150

3,958

Furniture, fixtures and vehicles
Construction in progress
Subtotal on property, plant and equipment

Subtotal on intangible assets
Right-of-use assets
Other non-current assets (long-term prepayments)
Total impairment losses

The Group’s impairment losses during the year ended 31 August 2023 amounted to 3,958 million yen, compared with 23,150
million yen during the year ended 31 August 2022, and are included in “Other expenses” on the consolidated statement of profit orloss.
Year ended 31 August 2022
Property, plant and equipment and Right-of-use assets
Impairment losses amounting to 23,150 million yen, 21,842 million yen represented write downs of the carrying amounts ofstore assets to the recoverable amounts, primarily due to a reduction in profitability of certain stores, including flagship stores.
We made accounting estimates involving the assumption that the impact of the global spread of COVID-19 will continue torecover for most countries and regions, including Japan. For other countries and regions, the impact may continue for mid tolong term.
The grouping of assets is based on the smallest identifiable CGU that independently generates cash inflow. In principle, eachstore, including flagship stores, is considered as an individual CGU and recoverable amounts thereon are calculated based onvalue in use.
The value in use is calculated based on the cash flow projections with estimates and growth rates approved by management,
applying a discount rate of 16.5 %. Theoretically, the projected cash flows cover a five-year period, and do not use a growthrate that exceeds the long-term average market growth rate. The pre-tax discount rate calculation is based on the weightedaverage cost of capital.

－

131

－

The main CGUs for which impairment losses were recorded are as follows:
Operating segment

CGU

Type
Buildings, structures and Right-of-use

UNIQLO Japan

UNIQLO CO., LTD. stores

UNIQLO International

FAST RETAILING (CHINA)TRADING CO., LTD., LLC UNIQLO

assets(RUS), UNIQLO USA LLC, etc., stores

Buildings, structures and Right-of-use
assetsBuildings, structures and Right-of-use

GU

G.U. CO., LTD., etc., stores

Global Brands

COMPTOIR DES COTONNIERS S.A.S.,
etc., stores

assetsBuildings, structures and Right-of-use
assets(Note) The total of property, plants and equipment and right-of-use assets associated with domestic UNIQLO stores, overseas
UNIQLO stores, and GU stores for the fiscal year ended August 2022 are 114,710 million yen, 245,459 million yen, and 29,116
million yen, respectively.
Year ended 31 August 2023
Property, plant and equipment and Right-of-use assets
Of the impairment losses amounting to 3,958 million yen, 2,698 million yen represented write downs of the carrying amountsof store assets to the recoverable amounts, primarily due to a reduction in profitability of certain stores, including flagshipstores.
The grouping of assets is based on the smallest identifiable CGU that independently generates cash inflow. In principle, eachstore, including flagship stores. is considered as an individual CGU and recoverable amounts thereon are calculated based onvalue in use.
The value in use is calculated based on the cash flow projections with estimates and growth rates approved by management,
applying a discount rate of 13.4 % (weighted-average rate). Theoretically, the projected cash flows cover a five-year period at
most, and do not use a growth rate that exceeds the long-term average market growth rate. The pre-tax discount rate
calculation is based on the weighted-average cost of capital.
The main CGUs for which impairment losses were recorded are as follows:
Operating segment

CGU

Type

UNIQLO international;

FAST RETAILING (CHINA)TRADING CO., LTD., etc., stores

Buildings, structures and Right-of-use
assetsGU

GU (Shanghai) Trading Co.,Ltd. etc., stores

Buildings, structures and Right-of-use
assetsPLST CO., LTD., PRINCESSE TAM TAM
Global Brands

S.A.S., COMPTOIR DES COTONNIERS
S.A.S., etc., stores

Buildings, structures and Right-of-use
assets(Note) The total of property, plants and equipment and right-of-use assets associated with UNIQLO Japan stores, UNIQLO
international stores, and GU stores for the fiscal year ended August 2023 are 96,179 million yen, 244,092 million yen, and 33,870
million yen, respectively.

－

132

－

16. Investments in Associates Accounted for Using the Equity Method
A. Information on associates accounted for using the equity method
Information on associates accounted for using the equity method is as follows:(Millions of yen)

Share of profit and loss of associates accounted for using the equity method
Share of other comprehensive income / (loss) of investments in associates
accounted for using the equity method
Share of comprehensive income / (loss) of investments in associates
accounted for using the equity method
Carrying amount of investments in associates

Year ended
31 August 2022

Year ended
31 August 2023

1,059

1,139

116

172

1,176

1,312

18,557

18,974

B. Determination regarding significant influence and financial information on important associates
In June 2016, the Company invested in a domestic real estate investment trust aiming to own a distribution facility. The
Company has significant influence over the financial and operating policy.
The Company’s maximum exposure to losses due to its investments in the associates is limited to the amount of the investments
by the Company and is included in the consolidated statement of financial position as “Investments in associates,” whichamounted to 17,268 million yen as at 31 August 2022 and 17,127 million yen as at 31 August 2023, respectively. The Group’s
share of profit and comprehensive income of the associates was 873 million yen during the year ended 31 August 2022 and 727
million yen during the year ended 31 August 2023, which was included in the consolidated statement of profit or loss andconsolidated statement of comprehensive income, respectively.
Total assets of the associates amounted to 89,582 million yen as at 31 August 2022 and 87,830 million yen as at 31 August 2023
respectively, which mainly comprised non-current assets such as warehouse, etc. The Company invested in the associates at thetime of incorporation and no goodwill is recognized.
The Company received dividends from the associates amounting to 855 million yen during the year ended 31 August 2022 and868 million yen during the year ended 31 August 2023, respectively.
The Group has entered into lease contracts with one of the associates relating to warehouse rental, etc.

－

133

－

17. Leases(1) Lessee
As a lessee, the Group mainly leases real estate for store use (land, buildings and structures).
A. Lease liabilities(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

Present value ofremaining lease

Remaining lease
payments

payments

Remaining lease
payments

Present value ofremaining lease
payments

Lease liabilities
Due within one year

127,767

123,885

130,813

126,992

Due after one year through two years

89,92685,652

90,951

88,275Due after two years through three years

66,99063,982

63,71761,653Due after three years through four years

49,00446,752

42,76540,948Due after four years through five years

34,41032,51935,90833,947

Due after five years

132,714

127,932

120,995

113,833

500,814

480,725

485,152

465,650

Total
Interest expenses on lease liabilities(Millions of yen)
Year ended 31 August 2022
Interest expenses on lease liabilities

Year ended 31 August 2023
4,757

5,187

Cash outflow for leases
Cash outflow for leases is as follows:(Millions of yen)
Year ended 31 August 2022
Total Cash outflow for leases

219,052－

134－

Year ended 31 August 2023
254,914

B. Right-of-use assets
A breakdown of right-of-use assets is as follows:(Millions of yen)
Real estates

Machinery andFurniture, fixtures andequipment

vehiclesTotal

338,553

29,774

22,209390,537

contracts, reassessment oflease liabilities, etc.

116,923403

520

117,846

Depreciation(112,900)(4,806)(8,121)(125,827)

Impairment losses(15,399)

(64)

(59)

(15,522)

Expiration, cancellation, etc.

(1,897)-(1,032)(2,930)

Others30,43114

1,085

31,531

At 31 August 2022

355,71125,321

14,601

395,634

Additions due to new lease
contracts, reassessment of

107,847-

3,674

111,521(115,171)(4,642)(5,976)(125,790)(1,833)-(35)(1,868)Expiration, cancellation, etc.

(977)

-

(9)

(987)

Others10,328(33)

378

10,673

At 31 August 2023

355,905

20,645

12,632

389,183

At 1 September 2021
Additions due to new lease

lease liabilities, etc.
Depreciation
Impairment losses

C. Expenses relating to Leases
A breakdown of expenses relating to Leases is as follows:(Millions of yen)
Year ended 31 August 2022
Expenses relating to variable lease payments notincluded in the measurement of lease liability
Expenses relating to short-term leases (excluding
expenses relating to leases with lease term of no
more than one month)
Expenses relating to leases of low value assets(excluding expenses relating to short-term leases)

Year ended 31 August 2023

61,45384,68915,41820,33890190(Note) Variable lease payments are linked to sales performance which mainly relate to store opening contracts.
D. Others
The future cash outflows to which the lessee is potentially exposed that are not yet commenced to which the lessee is committed
during the year ended 31 August 2023 amounted to 10,239 million yen, compared with 6,353 million yen during the year ended 31
August 2022.
The Group's leased properties are granted a termination option for the purposes of flexible decision-making regarding store closures.
This is mainly in relation to store lease agreements, most of which have the option of early termination provided that written notice
is given to the other party six months in advance. In light of the possibility for the termination option to be exercised, the lease termis determined by setting a non-cancellable lease term as a minimum and taking a target period for return on investment for eachsegment into consideration. We continually review this assessment, should any event arise that would impact this assessment, as
well as any occurrence or situation that would cause significant changes.
－ 135 －

(2) Lessor
The Group subleases some real estate as part of promoting its store-opening strategy. The Group receives security deposits from lessee
to collateralize risks such as non-restitution of defaults on lease payments liabilities and non-implementation of asset retirement
obligation.
A. Finance leases
The Group leases closed roadside stores or some spaces housed within commercial facilities as a lender through financing leases.
(i)Analysis of changes of lease receivables
An analysis of changes in lease receivables in relation to finance leases is as follows;(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

Carrying amounts at the beginningof period

3,897

4,046

Increases due to finance lease contracts

2,362

4,569

Decreases due to repayments(1,389)(1,174)

(823)

94

4,046

7,536

OthersCarrying amounts at the endof period(ii) Maturity analysis of the lease payments receivables to be reconciled to the net investment in the lease
A maturity analysis of lease payments in relation to finance leases is as follows;(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

Undiscounted lease payments to bereceived
Due within one year

863

1,275

Due after one year through two years

815

1,157

Due after two years through three years

660

1,050

Due after three years through four years

544

672

Due after four years through five years

407

652

Due after five years

814

2,853

4,106

7,662

Unearned finance income

59

125

Net investment in the lease

4,046

7,536

Total

－

136

－

(iii) Amount pertaining to lease receivables recognized in the Consolidated statement of profit or loss
(Millions of yen)
Year ended 31 August 2022
Finance income from net investment in theleaseYear ended 31 August 2023
22

40

B. Operating leases
The Group subleases property to its tenants under operating leases for each commercial establishment it operates.
(i) Lease income
A breakdown of income on operating leases is as follows;(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

Income on variable lease payments

96

49

Income on fixed lease payments

1,281

961

(ii) Maturity analysis of lease payments to be received
A maturity analysis of lease payments to be received in relation to operating leases is as follows;(Millions of yen)
Year ended 31 August 2022

Year ended 31 August 2023

Undiscounted lease payments to bereceived
Due within one year

635

935

Due after one year through two years

519

808

Due after two years through three years

383

738

Due after three years through four years

309

640

Due after four years through five years

205

555

Due after five years

120

2,296

2,174

5,975

Total

－

137

－

18. Deferred Taxes and Income Taxes
A. Deferred taxes
The main factors in the increase / (decrease) of deferred tax assets and deferred tax liabilities are as follows:(Millions of yen)
As at
1 September
2021

Recognizedin profit or loss
(Note)

Recognizedin othercomprehensive
incomeRecognizeddirectly inequityAs at
31 August 2022

Accrued business tax

2,265

285

-

-

2,551

Accrued for bonuses

4,627

440

-

-

5,068

11

(4)

-

-

6

6,570

(4,455)

-

-

2,115

(64)

-

49

-

(15)

9,152

42

-

-

9,195

Net gains / (losses) onrevaluation of cash flow hedges(13,697)-(86,522)

27,243(72,976)

Temporary differences on sharesof subsidiaries(1,893)---(1,893)Right-of-use assets / Leaseliabilities

12,326(3,875)

-

-

8,450

Others

4,851

1,930

-

-

6,781

Subtotal

24,149(5,635)(86,472)

27,243(40,714)

Tax losses carried forward

3,115

1,847

-

-

4,962

Net deferred tax assets / (liabilities)

27,265(3,788)(86,472)

27,243(35,751)

Temporary differences

Allowance for doubtful accounts
Impairment losses on
non-current assets
Unrealized gains / (losses)
on available-for-sale securities
Depreciation(Note) The difference between the total amount recognized in profit or loss and the amount of deferred tax is due to effect of change inexchange rate.

－

138

－

(Millions of yen)
As at
1 September
2022

Recognizedin profit or loss
(Note)

Recognizedin othercomprehensive
incomeRecognizeddirectly inequityAs at
31 August 2023

Accrued business tax

2,551

34

-

-

2,585

Accrued for bonuses

5,068

1,414

-

-

6,483

6

90

-

-

97

2,115

5,984

-

-

8,100

(15)

-

2

-

(12)

9,195

801

-

-

9,996

Net gains / (losses) onrevaluation of cash flow hedges(72,976)-(38,891)

41,759(70,107)

Temporary differences on sharesof subsidiaries(1,893)---(1,893)Right-of-use assets / Leaseliabilities

8,450

7,372

-

-

15,823

Undistributed earnings of foreignsubsidiaries(16,202)(22,477)--(38,680)

Others22,984(2,610)--20,373

Subtotal(40,714)(9,389)(38,889)

41,759(47,233)

4,962

13,439--18,402(35,751)

4,050(38,889)

41,759(28,830)

Temporary differences

Allowance for doubtful accounts
Impairment losses on
non-current assets
Unrealized gains / (losses)
on available-for-sale securities
Depreciation

Tax losses carried forward
Net deferred tax assets / (liabilities)(Note) The difference between the total amount recognized in profit or loss and the amount of deferred tax is due to effect of change inexchange rate.
From the year ended 31 August 2023, Undistributed earnings of foreign subsidiaries is presented separately, which was
included in Others in the previous fiscal year.
In the current consolidated fiscal year, 26,275 million yen of deferred tax assets for the US business that were not previously
recognized are recognized to the extent that the recoverability of deferred tax assets in future taxable income has increased due
to improvements in the economic environment.
In addition, in the current consolidated fiscal year, it was resolved that the dividend policy of its overseas subsidiaries would bechanged in order to make more effective use of the Group's internal funds. As a result of the revised possibility that the reversalof taxable temporary differences associated with investments in subsidiaries may not be occurred within the foreseeable period,
22,388 million yen was added to deferred tax liabilities.
Tax effects of unrecognized tax losses carried forward and deductible temporary differences for which deferred tax assets were
not recognized is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Unrecognized tax losses carried forward

43,63623,525

Deductible temporary differences

21,70525,38765,342

48,913

Total
－

139

－

Tax effects of unrecognized tax losses carried forward of which no deferred tax asset is recognized in the consolidated
statement of financial position, if unutilized, will expire as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

First year

229

283

Second year

283

955

Third year

958

1,138

Fourth year

1,167

949

Fifth year and thereafter

40,99920,19843,63623,525

Total

Differed tax assets may be affected by uncertain future economic conditions and other factors, and if the forecast of futuretaxable incomes is revised, the total amount of deferred tax assets may be significantly affected in the consolidated financial
statement for the next consolidated fiscal year.
Temporary differences on shares of subsidiaries for which deferred tax liabilities were not recognized
The aggregate amounts of taxable temporary differences associated with undistributed retained earnings of subsidiaries forwhich deferred tax liabilities have not been recognized as at 31 August 2022 and 31 August 2023 were 595,819 million yen and
407,747 million yen, respectively.
Deferred tax liabilities are not recognized as the Group is able to control the timing of the reversal of the temporary difference
and it is probable that they will not reverse it in the foreseeable future.

－

140

－

B. Income taxes(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Current tax expense

126,502125,389

Deferred tax expense

2,331(2,643)

128,834

122,746

Total

Of the benefits arising from tax losses or temporary differences in prior periods that were previously unrecognized, the amount used toreduce current tax expense was 5,892 million yen in the previous consolidated fiscal year, and 12,116 million yen in the current
consolidated fiscal year, which are included in current tax expense.
Additionally, the amount used to reduce deferred tax expense was 1,784 million yen in the previous consolidated fiscal year, and28,372 million yen in the current consolidated fiscal year, which are included in deferred tax expense.
Reconciliations between the statutory income tax rates and the effective tax rates are as follows. The effective tax rate shown isthe corporate income tax rate applied to the Group’s profit before income taxes.
Year ended
31 August 2022

Year ended
31 August 2023

Statutory income tax rate

30.6%

30.6%

Unrecognized deferred tax assets

2.7%(3.8)%

Difference in statutory income tax rates of subsidiaries(3.7)%(5.0)%

Undistributed earnings of foreign subsidiaries

0.7%

5.1%

Foreign withholding tax

1.7%

2.1%

Others(0.8)%(1.0)%

Effective tax rate

31.2%

28.0%

－

141

－

19. Trade and Other Payables
The breakdown of trade and other payables as at each year end is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Trade payables

299,917

281,558

Notes payables

15

27

Other payables

50,36057,315350,294338,901Total
20. Provisions
The breakdown of provisions as at each year end is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

50,36253,53050,36253,530Current liabilities

2,581

2,642

Non-current liabilities

47,78050,888Asset retirement obligations
Total

The primarily factors for the increase / (decrease) in provision are as follows:(Millions of yen)
Asset retirement
obligations
Balances as at 31 August 2022

50,362

Additional provisions

5,501

Amounts utilized(3,735)

Increase in discounted amounts arising from passage of time352

Others1,049

Balances as at 31 August 2023

53,530Please refer to “3. Significant Accounting Policies K. Provisions” for an explanation of respective provisions.
The estimates of provisions may be affected by uncertain future operating conditions and changes in the external environment,
and if expenses related to lease contracts of offices or stores are revised, it may be significantly affected in the consolidated
financial statements for the coming consolidated fiscal year.

－

142

－

21. Equity and Other Equity Items
A. Share Capital
Number of
authorizedshares(Common stockwith no parvalue)(Shares)Number ofissued shares(Common stockwith no parvalue)(Shares)Number ofoutstanding
shares(Common stockwith no parvalue)(Shares)

300,000,000

106,073,656-

Balances as at 31 August
2022

Capital stock(Millions ofyen)

Capital surplus(Millions ofyen)

102,144,671

10,27325,360-45,012-2,473

300,000,000

106,073,656

102,189,683

10,273

27,834

Increase / (decrease) (Note)

600,000,000

212,147,312

204,478,585-

696

Balances as at 31 August
2023

900,000,000

318,220,968

306,668,268

10,27328,531

Balances as at 1 September
2021
Increase / (decrease) (Note)(Notes) 1. The primarily factors for the increase / (decrease) in number of outstanding shares in circulation were the increase /(decrease) in the number of treasury stock as indicated below and stock split in (Notes) 2.
2. The increase in total number of authorized shares and issued shares are due to our common stock being split on a 3-to-1
basis on 1 March 2023 based on a resolution at the Board of Directors meeting held on 15 December 2022.
B. Treasury Stock and Capital Surplus(1) Treasury Stock
Number of shares(Shares)Amount(Millions of yen)

3,928,985

14,973169

12(45,181)(172)

3,883,973

14,813974

27(51,557)(127)

Stock split

7,719,310-

Balances as at 31 August 2023

11,552,700

14,714

Balances as at 1 September 2021
Acquisition of treasury stock less than one unit
Exercise of stock options
Balances as at 31 August 2022
Acquisition of treasury stock less than one unit (Note)
Exercise of stock options (Note)(Note) Our common stock has been split on a 3-to-1 basis, effective from 1 March 2023. The 974 shares of acquisition of treasury
stock less than one unit during the current fiscal year consist of 35 shares before the stock split and 939 shares after the stock split. The
51,557 shares of exercise of stock options during the current fiscal year consist of 24,353 shares before the stock split and 27,204
shares after the stock split.
(2) Capital surplus(Millions of yen)
Capital reserve
Balances as at 1 September
2021
Disposal of treasury stock
Increase / (decrease) by
share-based payment

Gain / (loss) on
disposalof treasury stock

Stock options

Others

Total

4,578

9,816

7,405

3,559

25,360

-

2,089

-

-

2,089

-

-

384

-

384

－

143

－

transactions
Balances as at 31 August2022
Disposal of treasury stock

4,578

11,906

7,789

3,559

27,834

-

1,650

-

-

1,650

-

-

(953)

-

(953)

4,578

13,556

6,836

3,559

28,531

Increase / (decrease) by
share-based paymenttransactions
Balances as at 31 August
2023

Please refer to “29. Share-based Payments” for details of share-based payment transactions (stock options).

－

144

－

C. Other components of equity
The breakdown of other comprehensive income included in non-controlling interests is as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Exchange differences on translation of foreign operations

7,386

2,142

Cash flow hedges

2,612

(769)

Other comprehensive income

9,999

1,373

D. Dividends
The Company’s basic policy is to pay dividends twice a year, an interim dividend and a year-end dividend. These dividends are
decided by resolution of the Board, unless otherwise stipulated by laws and regulations.
The total amount of dividends paid was as follows:Year ended 31 August 2022
Total dividends(Millions of yen)

Dividends per share(Yen)

Meeting of the Board on 2 November 2021

24,514240

Meeting of the Board on 14 April 2022

28,608280

Total dividends(Millions of yen)

Dividends per share(Yen)

Meeting of the Board on 1 November 2022

34,744340

Meeting of the Board on 13 April 2023

38,330375

Resolution

Year ended 31 August 2023
Resolution

Our common stock was split on a 3-to-1 basis, effective 1 March 2023. However, the dividend per share is listed as it was prior to thestock split because the dividends that were resolved by the Board of Directors on 13 April 2023 were paid on 28 February 2023 (asthe record date).
Dividend effective after fiscal 2023 is as follow:
Resolutions
Board of Directors’ meeting held on 6 November 2023

Amount ofdividends(Millions of yen)

Dividends per share(Yen)

50,600165

Regarding the proposed dividends per common stock, the Board has approved the proposal subsequent to the year-end date, and
it is not recognized as a liability at year end.

－

145

－

22. Revenue
A. The breakdown of revenue for each year is as follows:
The Group conducts its global retail operations through both physical stores and e-commerce channels. The following is abreakdown of total revenue by major regional market operation.
From the current consolidated fiscal year, the revenue from UNIQLO North America and Europe regions are disclosed
separately.
The figures for the previous consolidated fiscal year are also disclosed based on the new classification.

Year ended 31 August 2022
Revenue(Millions of yen)

Percent of Total
(%)

Japan

810,261

35.2

Greater China

538,564

23.4

South Korea, Southeast Asia, India & Australia

307,981

13.4

North America

114,100

5.0

Europe158,116

6.9

1,929,024

83.8

GU (Note 2)

246,055

10.7

Global Brands (Note 3)

123,162

5.4

2,880

0.1

2,301,122

100.0

UNIQLO (Note 1)

Others (Note 4)
Total(Note 1) Revenue is classified by nation or region based on customer location.
The designated countries and regions are classified as follows:
Greater China:
South Korea, Southeast Asia, India & Australia:

Mainland China, Hong Kong, Taiwan
South Korea, Singapore, Malaysia, Thailand, the Philippines,

North America

Indonesia, Australia, Vietnam, India
United States of America, Canada

Europe:United Kingdom, France, Russia, Germany, Belgium, Spain, Sweden,
the Netherlands, Denmark, Italy(Note 2) Main national and regional market: Japan(Note 3) Main national and regional markets: North America, Europe, Japan(Note 4) The “Others” category includes real estate leasing operations.

－

146

－

Year ended 31 August 2023
Revenue(Millions of yen)

Percent of Total
(%)

Japan

890,427

32.2

Greater China

620,232

22.4

South Korea, Southeast Asia, India & Australia

449,852

16.3

North America

163,996

5.9

Europe203,065

7.3

2,327,575

84.1

GU (Note 2)

295,206

10.7

Global Brands (Note 3)

141,685

5.1

2,090

0.1

2,766,557

100.0

UNIQLO (Note 1)

Others (Note 4)
Total(Note 1) Revenue is classified by nation or region based on customer location.
The designated countries and regions are classified as follows:
Greater China:
Mainland China, Hong Kong, Taiwan
South Korea, Southeast Asia, India & Australia:

South Korea, Singapore, Malaysia, Thailand, the Philippines,
Indonesia, Australia, Vietnam, India

North America
Europe:United States of America, Canada
United Kingdom, France, Russia, Germany, Belgium, Spain, Sweden,
the Netherlands, Denmark, Italy, Poland(Note 2) Main national and regional market: Japan(Note 3) Main national and regional markets: North America, Europe, Japan(Note 4) The “Others” category includes real estate leasing operations.
B. Liabilities arising from contracts with customers are as stated below.
(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Advances received from customers

2,152

2,356

Refund liabilities

1,882

2,236

Contractual liabilities

Consideration for anticipated refunds to customers is reasonably estimated and recognized as a refund liability.
In the consolidated statement of financial position, liabilities pertaining to advances received and refunds from customers areincluded in “Other current liabilities.”
C. Transaction prices allocated to existing performance obligations
In the Group, there are no significant transactions for which the individual forecast contract period exceeds one year.
Therefore, the practical short-cut method is used, and information related to remaining performance obligations is omitted.
Furthermore, in the consideration arising from contracts with customers, there are no significant monetary amounts that are notincluded in the transaction price.
D. Assets recognized from costs for acquiring or performing contracts with customers
In the Group, there are no assets recognized from costs for acquiring or performing contracts with customers.
－

147

－

23. Selling, General and Administrative Expenses
The breakdown of selling, general and administrative expenses for each year is as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Advertising and promotion

79,26792,312

Lease expenses

78,347103,123

Depreciation and amortization

180,275

186,872

Outsourcing

55,42062,320

Salaries

318,618

383,977

Distribution

93,122

106,897

Others95,102

118,862

900,154

1,054,368

Selling, general and administrative expenses

Total
24. Other Income and Other Expenses
The breakdown of other income and other expenses for each year are as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Foreign exchange gains (Note)

4,727

530

Others12,223

11,667

16,951

12,197

Other income

Total(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Loss on retirement of property, plant and equipment

1,136

917

Impairment losses

23,1503,958

Others

3,104

9,362

27,391

14,238Other expenses

Total(Note) Currency adjustments incurred in the course of operating transactions are included in “Other income”.

－

148

－

25. Finance Income and Finance Costs
The breakdown of finance income and finance costs for each year are as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

114,324

25,3859,469

41,32126

9

123,820

66,716

Finance income
Foreign exchange gains (Note)
Interest income
Others
Total(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

7,560

9,791

-

96

7,560

9,888

Finance costs
Interest expenses
Others
Total(Note) Currency adjustments incurred in the course of non-operating transactions are included in “Finance income”.

－

149

－

26. Other Comprehensive Income
The breakdown of amounts recorded during the year, reclassification adjustments, and income tax effect generated by individualcomprehensive income items included in “Other comprehensive income” for each year are as follows:Year ended 31 August 2022
(Millions of yen)Amountrecordedduring the year

Reclassification
adjustment

Amount before
income taxes

Income taxes

Amount after
income taxes

(90)

-

(90)

49

(41)

(90)

-

(90)

49

(41)

98,118-98,118-98,118279,81510

279,825(86,522)

193,303

116

-

116

-

116

378,05010

378,060(86,522)

291,538

377,95910

377,969(86,472)

291,497

Items that will not bereclassified subsequently
to profit or loss
Financial assets measured
at fair value throughother comprehensive
income / (loss)
Total
Items that may bereclassified subsequently
to profit or loss
Exchange differences ontranslation of foreign
operations
Cash flow hedges
Share of othercomprehensive incomeof associates
Total
Total comprehensive income
for the year

(Note) The cash flow hedge reclassification adjustment of 10 million yen is the amount transferred to profit or loss after hedge
accounting was suspended, as a forecast transaction eligible for hedge accounting was no longer expected to occur.

－

150

－

Year ended 31 August 2023
(Millions of yen)Amountrecordedduring the year

Reclassification
adjustment

Amount before
income taxes

Income taxes

Amount after
income taxes

(14)

-

(14)

2

(11)

(14)

-

(14)

2

(11)

47,587-47,587-47,587

119,925(37)

119,888(38,891)

80,997

172

-

172

-

172

167,685(37)

167,648(38,891)

128,756

167,671(37)

167,634(38,889)

128,745

Items that will not bereclassified subsequently
to profit or loss
Financial assets measured
at fair value throughother comprehensive
income / (loss)
Total
Items that may bereclassified subsequently
to profit or loss
Exchange differences ontranslation of foreign
operations
Cash flow hedges
Share of othercomprehensive incomeof associates
Total
Total comprehensive income
for the year

(Note) The cash flow hedge reclassification adjustment of (37) million yen is the amount transferred to profit or loss after hedge
accounting was suspended as a forecast transaction eligible for hedge accounting was no longer expected to occur.

－

151

－

27. Earnings per ShareYear ended 31 August 2022
Equity per share attributable to ownersof the Parent (Yen)Year ended 31 August 2023
Equity per share attributable to ownersof the Parent (Yen)5,093.97

5,939.33

Basic earnings per share for the year (Yen)891.77

Basic earnings per share for the year (Yen)

966.09Diluted earnings per share for the year (Yen)

890.43

Diluted earnings per share for the year (Yen)964.48(Note) 1. The basis for calculation of basic earnings per share and diluted earnings per share for the year is as follows:Year ended
31 August 2022

Year ended
31 August 2023

273,335

296,229--

Profit attributable to common shareholders (Millions of yen)

273,335

296,229

Average number of common stock during the year (Shares)

306,510,285

306,628,124--

Increase in number of common stock (Shares)

459,339

510,746(share subscription rights)(459,339)(510,746)

Basic earnings per share for the year
Profit for the year attributable to owners of the Parent (Millions of yen)
Profit not attributable to common shareholders (Millions of yen)

Diluted earnings per share for the year
Adjustment to profit (Millions of yen)

2. Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Equity per share attributable to owners of the
Parent, basic earnings per share for the year and diluted earnings per share for the year have been calculated assuming thisstock split was conducted at the beginning of the previous fiscal year.

－

152

－

28. Cash Flow Information
A. Liabilities of financing activities
Liabilities of financing activities are as follows:Year ended 31 August 2022
(Millions of yen)
Variation without cash flow
Balances as at
1 September
2021

Variation withcash flow

Foreigncurrencytranslation
reserve

Balances as at
31 August2022

New lease
contracts

Short-term borrowings

13,163(12,150)

750

-

-

1,764

Corporate bonds

369,471

-

-

-

118

369,589

Lease liabilities

460,658(136,889)

41,952

119,158(4,154)

480,725

Total

843,292(149,039)

42,703

119,158(4,035)852,079

OthersYear ended 31 August 2023
(Millions of yen)
Variation without cash flow
Balances as at
1 September
2022

Balances as at
31 August2023

Variation withcash flow

Foreigncurrencytranslation
reserve

New lease
contracts

1,764

(803)

159

-

-

1,119

Corporate bonds

369,589(130,000)

-

-

96

239,686

Lease liabilities

480,725(140,646)

10,284112,168

3,117

465,650

Total

852,079(271,450)

10,443112,168

3,214

706,456

Short-term borrowings

B. Important non-cash transactions
Year ended 31 August 2022
The amount of increase or decrease in right-of-use assets is listed in "17. Leases."
Year ended 31 August 2023
The amount of increase or decrease in right-of-use assets is listed in "17. Leases."

－

153

－

OthersC. Information on corporate bonds as at 31 August 2022 and 2023 is as follows:(Millions of yen)Company name

FAST RETAILING CO.,LTD.
FAST RETAILING CO.,As at
31 August
2022

As at
31 August2023

Interest
rate (%)

Date ofmaturity

49,995-0.491

December
2022

69,93569,9550.749

December
2025

79,975-0.110

6 June2018

29,967

29,9790.220

6 June2025

6 June2018

99,841

99,8690.405

6 June2028

39,87539,8830.880

369,589

239,686－

Date ofissuance

Name of bonds
3rd non-18

collateralized
corporate bonds

16

December2015

4th non-

18

18

LTD.

collateralized
corporate bonds

December
2015

FAST RETAILING CO.,

5th noncollateralized

6 JuneLTD.

2018

corporate bonds

FAST RETAILING CO.,LTD.
FAST RETAILING CO.,LTD.
FAST RETAILING CO.,
LTD.
Total

6th noncollateralized
corporate bonds
7th noncollateralized
corporate bonds
8th non-

6 Junecollateralized
corporate bonds

2018

-

-

－

154

－

6 June2023

4 June2038-

29. Share-based Payments
The Group has a program for issuing share subscription rights as share-based compensation stock options for employees of theCompany and its subsidiaries as a means of recognizing their contribution to the Group’s profit. By linking the Company’s stock
price to the benefits received by personnel, this program aims to boost staff morale and motivation, improve Group performance,and enhance shareholder value by strengthening business development with a focus on shareholder return.
A. Details, scale, and changes in stock options(1) Description of stock options
3rd share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Group

3rd share subscription rights
B type18
8subsidiaries:

Employees of theCompany:
Employees of Groupsubsidiaries:

136
615

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 32,379 sharesmaximum 119,019 shares

Grant date

13 November 2012

13 November 2012

To serve continuously until thevesting date (12 November 2015)

To serve continuously until thevesting date (12 December 2012)

after the grant date (13 November
2012)

after the grant date (13 November
2012)

From 13 November 2012 to
12 November 2015

From 13 November 2012 to
12 December 2012

From 13 November 2015 to

From 13 December 2012 to

12 November 2022

12 November 2022

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

4th share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

4th share subscription rights
B type19
11

Employees of theCompany:
Employees of Groupsubsidiaries:

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 22,692 sharesmaximum 89,409 shares

Grant date

3 December 2013

3 December 2013

Vesting conditions

Eligible service period
Exercise period
Settlement

To serve continuously until thevesting date (2 December 2016)
after the grant date (3 December
2013)

the grant date (3 December 2013)
From 3 December 2013 to
2 January 2014

From 3 December 2016 to

From 3 January 2014 to

2 December 2023

2 December 2023

Equity settlement

Equity settlement

155

－

706

To serve continuously until thevesting date (2 January 2014) after

From 3 December 2013 to
2 December 2016－180

5th share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

5th share subscription rights
B type36
16

Employees of theCompany:
Employees of Groupsubsidiaries:

223
785

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 65,196 sharesmaximum 99,186 shares

Grant date

14 November 2014

14 November 2014

To serve continuously until thevesting date (13 November 2017)

To serve continuously until thevesting date (13 December 2014)

after the grant date (14 November
2014)

after the grant date (14 November
2014)

From 14 November 2014 to
13 November 2017

From 14 November 2014 to
13 December 2014

From 14 November 2017 to

From 14 December 2014 to

13 November 2024

13 November 2024

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

6th share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

6th share subscription rights
B type15
19

Employees of theCompany:
Employees of Groupsubsidiaries:

274
921

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 8,541 sharesmaximum 76,167 shares

Grant date

13 November 2015

13 November 2015

To serve continuously until thevesting date (12 November 2018)

To serve continuously until thevesting date (12 December 2015)

after the grant date (13 November
2015)

after the grant date (13 November
2015)

From 13 November 2015 to
12 November 2018

From 13 November 2015 to
12 December 2015

From 13 November 2018 to

From 13 December 2015 to

12 November 2025

12 November 2025

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

－

156

－

7th share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

7th share subscription rights
B type16
23

Employees of theCompany:
Employees of Groupsubsidiaries:

339
1,096

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 8,463 sharesmaximum 95,178 shares

Grant date

11 November 2016

11 November 2016

To serve continuously until thevesting date (10 November 2019)

To serve continuously until thevesting date (10 December 2016)

after the grant date (11 November
2016)

after the grant date (11 November
2016)

From 11 November 2016 to
10 November 2019

From 11 November 2016 to
10 December 2016

From 11 November 2019 to

From 11 December 2016 to

10 November 2026

10 November 2026

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

8th share subscription rights
A typeCategory and number of grantees

8th share subscription rights
B typeEmployees of theCompany:

19

Employees of theCompany:

395

Employees of Groupsubsidiaries:

27

Employees of Groupsubsidiaries:

1,152

Number of stock options by type of shares (Note1, 2)Common stock:maximum 16,362 shares

Common stock:maximum 144,534 shares

Grant date

10 November 2017

10 November 2017

To serve continuously until thevesting date (9 November 2020)

To serve continuously until thevesting date (9 December 2017)

after the grant date (10 November
2017)

after the grant date (10 November
2017)

From 10 November 2017 to

From 10 November 2017 to

9 November 2020

9 December 2017

From 10 November 2020 to

From 10 December 2017 to

9 November 2027

9 November 2027

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

－

157

－

9th share subscription rights
A typeCategory and number of grantees

9th share subscription rights
B typeEmployees of theCompany:

17

Employees of theCompany:

419

Employees of Groupsubsidiaries:

32

Employees of Groupsubsidiaries:

1,267

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 12,171 sharesmaximum 108,825 shares

Grant date

9 November 2018

9 November 2018

To serve continuously until the

To serve continuously until thevesting date (8 November 2021)
after the grant date (9 November

vesting date (8 December 2018)
after the grant date (9 November

2018)

2018)

From 9 November 2018 to

From 9 November 2018 to

8 November 2021

8 December 2018

Exercise period

From 9 November 2021 to
8 November 2028

From 9 December 2018 to
8 November 2028

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

10th share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

10th share subscription rights
B type11

46

Employees of theCompany:
Employees of Groupsubsidiaries:

528
1,389

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 10,644 sharesmaximum 112,272 shares

Grant date

8 November 20198 November 2019

To serve continuously until thevesting date (7 November 2022)

To serve continuously until thevesting date (7 December 2019)

after the grant date (8 November
2019)

after the grant date (8 November
2019)

From 8 November 2019 to
7 November 2022

From 8 November 2019 to
7 December 2019

From 8 November 2022 to

From 8 December 2019 to

7 November 2029

7 November 2029

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

－

158

－

10th share subscription rights
C typeCategory and number of grantees

Employees of theCompany:

11th share subscription rights
A type40

Employees of theCompany:

18

Employees of Groupsubsidiaries:

47

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 10,998 sharesmaximum 6,525 shares

Grant date

8 November 201913 November 2020

To serve continuously until the

To serve continuously until thevesting date (7 November 2022)
after the grant date (8 November

vesting date (12 November 2023
after the grant date (13 November

2019)

2020)

From 8 November 2019 to

From 13 November 2020 to

7 November 2022

12 November 2023

Exercise period

8 November 2022

From 13 November 2023 to
12 November 2030

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

11th share subscription rights
B typeCategory and number of grantees

Employees of theCompany:

694

Employees of Groupsubsidiaries:

1,435

11th share subscription rights
C typeEmployees of theCompany:

41

Number of stock options by type of shares (Note1, 2)Common stock:maximum 66,918 shares

Common stock:maximum 11,331 shares

Grant date

13 November 2020

13 November 2020

To serve continuously until the

To serve continuously until thevesting date (12 December 2020)
after the grant date (13 November

vesting date (12 November 2023)
after the grant date (13 November

2020)

2020)

From 13 November 2020 to

From 13 November 2020 to

12 December 2020

12 November 2023

Exercise period

From 13 December 2020 to
12 November 2030

13 November 2023

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

－

159

－

12th share subscription rights
A typeCategory and number of grantees

12th share subscription rights
B typeEmployees of theCompany:

19

Employees of theCompany:

736

Employees of Groupsubsidiaries:

47

Employees of Groupsubsidiaries:

1,521

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 8,721 sharesmaximum 92,271 shares

Grant date

12 November 2021

12 November 2021

To serve continuously until the

To serve continuously until thevesting date (11 November 2024)
after the grant date (12 November

vesting date (11 December 2021)
after the grant date (12 November

2021)

2021)

From 12 November 2021 to

From 12 November 2021 to

11 November 2024

11 December 2021

Exercise period

From 12 November 2024 to
11 November 2031

From 12 December 2021 to
11 November 2031

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

12th share subscription rights
C type13th share subscription rights
A typeCategory and number of grantees

Employees of theCompany:

Number of stock options by type of shares (Note1, 2)Common stock:maximum 9,324 shares

Common stock:maximum 23,961 shares

Grant date

12 November 2021

20 January 2023

To serve continuously until the

To serve continuously until thevesting date (11 November 2024)
after the grant date (12 November

vesting date (19 January 2026)
after the grant date (20 January

2021)

2023)

From 12 November 2021 to

From 20 January 2023 to

11 November 2024

19 January 2026

Exercise period

12 November 2024

From 20 January 2026 to 19
January 2033

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

－

160

－

39

Officers of theCompany:37

13th share subscription rights
F type13th share subscription rights
G typeCategory and number of grantees

Officers of theCompany:

Number of stock options by type of shares (NoteCommon stock:

Common stock:

1, 2)

maximum 54,915 sharesmaximum 146,445 shares

Grant date

20 January 2023

20 January 2023

To serve continuously until the

To serve continuously until thevesting date (19 January 2028)
after the grant date (20 January

vesting date (19 January 2028)
after the grant date (20 January

2023)

2023)

From 20 January 2023 to

From 20 January 2023 to

19 January 2028

19 January 2028

Exercise period

From 20 January 2028 to
19 January 2033

From 20 January 2028 to 19
January 2063

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

2

Officers of theCompany:

7(Note 1) The number of stock options is equivalent to the number of shares.
(Note 2) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of stock options by type of shares isdisclosed after conversion to the number of shares after the stock split.

Expenses recognized as share-based payments are as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

2,703

920

Expenses recognized
Share-based payments

－

161

－

(2) Scale of stock options program and changes
Outstanding balance of stock options are converted into equivalent number of shares.
(a) Number and weighted average exercise prices of stock options
Stock options
Year ended
31 August 2022

Year ended
31 August 2023

Number of shares(Shares)Number of shares(Shares)Non-vested
Non-vested at beginning of the year

60,04552,473Granted110,253

225,321

Forfeited(2,790)(6,411)

Vested(115,035)(17,676)

52,473

253,707

Non-vested at end of the year

Year ended
31 August 2022

Year ended
31 August 2023

Number of shares(Shares)Number of shares(Shares)

VestedOutstanding at beginning of the year

406,056

384,312Vested115,035

17,676

Exercised(135,543)(100,263)

Forfeited(1,236)(1,911)

384,312299,814

Outstanding at end of the year

All stock options are granted with an exercise price of 1 yen per share.
(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of shares is disclosed
after conversion to the number of shares after the stock split.
(b) Stock price on exercise date
Stock options exercised during the year ended 31 August 2023 are as follows:
Number of shares(Shares)

Type
Stock options

Weighted-average stock priceon exercise date (Yen)

100,263

28,699(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. The number of shares to be exercised and theweighted average share price on the exercise date are converted to the number of shares after the stock split.
(c) Expected life of stock options
The weighted-average expected life of outstanding stock options as at 31 August 2023 was 14.25 years.
In addition, the weighted-average expected life of outstanding stock options as at 31 August 2022 was 5.60 years.

－

162

－

B. Methods of estimating fair value of stock options, etc.
The methods of estimating fair value of 13th share subscription rights A type, F type, and G type granted during the year ended
31 August 2023, were as follows:(1) Valuation model: Black-Scholes model(2) The following table lists the inputs to the model used:
13th share subscription rights
A type13th share subscription rights
F typeFair value

70,816 yen

70,231 yen

Share price

74,740 yen

74,740 yen

Exercise price

1 yen

1 yen

Stock price volatility (Note 1)

31 %

34 %

6.5 years

7.5 years

620 yen / share

620 yen / share

0.376%

0.4645%

Expected life of options (Note 2)
Expected dividends (Note 3)
Risk-free interest rate (Note 4)

13th share subscription rights
G typeFair value

62,009 yen

Share price

74,740 yen

Exercise price

1 yen

Stock price volatility (Note 1)

35 %Expected life of options (Note 2)

22.51 years

Expected dividends (Note 3)

620 yen / share

Risk-free interest rate (Note 4)

1.40089%

Notes: 1. Stock price volatility is computed based on the actual results of 6.5 years for A type (from August 2016 to January 2023), 7.5
years for F type (from August 2015 to January 2023), and 22.51 years for G type (from August 2000 to January 2023).
2. Expected life of options is estimated to be the reasonable period from the grant date until the exercise date.
3. Expected dividends are projected with reference to the historical actual dividends declared in prior years.
4. Risk-free interest rate refers to the yield of Japanese government bonds corresponding to the expected life of options.
5. The variables and assumptions used in computing the fair value of the share options are based on the Group’s best estimate.
The value of an option varies with different variables of certain subjective assumptions.

－

163

－

Also, the methods of estimating fair value of 12th share subscription rights A type, B type, and C type granted during the year
ended 31 August 2022, were as follows:(1) Valuation model: Black-Scholes model(2) The following table lists the inputs to the model used:
12th share subscription rights
A type12th share subscription rights
B typeFair value

73,172 yen

73,848 yen

Share price

76,230 yen

76,230 yen

Exercise price

1 yen

1 yen

Stock price volatility (Note 1)

36%

32%

6.5 years

5.04 years

480 yen / share

480 yen / share(0.092)%(0.09228)%

Expected life of options (Note 2)
Expected dividends (Note 3)
Risk-free interest rate (Note 4)

12th share subscription rights
C typeFair value

74,803 yen

Share price

76,230 yen

Exercise price

1 yen

Stock price volatility (Note 1)

34%

Expected life of options (Note 2)

3 years

Expected dividends (Note 3)

480 yen / share

Risk-free interest rate (Note 4)(0.119)%Notes: 1. Stock price volatility is computed based on the actual results of 6.5 years for A type (from June 2015 to November 2021),
5.04 years for B type (from December 2016 to November 2021), and 3.0 years for C type (from December 2018 toNovember 2021).
2. Expected life of options is estimated to be the reasonable period from the grant date until the exercise date.
3. Expected dividends are projected with reference to the historical actual dividends declared in prior years.
4. Risk-free interest rate refers to the yield of Japanese government bonds corresponding to the expected life of options.
5. The variables and assumptions used in computing the fair value of the share options are based on the Group’s best estimate.
The value of an option varies with different variables of certain subjective assumptions.

C. Estimation method of the number of share subscription rights which have already been vested
Because it is difficult to reasonably estimate the number of options that will expire in the future, the method reflecting actual
numbers of forfeiture is adopted.

－

164

－

30. Financial Instruments
A. Capital risk management
The Group engages in capital management to achieve continuous growth and maximize corporate value.
The ratio of the Group’s net interest-bearing borrowings to equity is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Interest-bearing borrowings

371,496

240,913

Lease liabilities

480,725465,650

Cash and cash equivalents

1,358,292

903,280

Net interest-bearing borrowings(506,069)(196,717)

Equity1,615,402

1,873,360

Interest-bearing borrowings includes corporate bonds and loans payable. As at 31 August 2022 and 2023, the Group maintained
a position where the carrying amount of cash and cash equivalents exceeded the total amounts of interest-bearing borrowings
and lease liabilities.
As at 31 August 2023, the Group is not subject to any externally imposed capital requirement.
B. Significant accounting policies
See Note “3. Significant Accounting Policies” for significant accounting policies regarding standards for recognizing financial
assets, financial liabilities, equity financial instruments, as well as the fundamentals of measurement and recognition of profit orloss.
As there are uncertainties on the valuation of financial assets, the estimates relating to financial assets may be affected by theunexpected changes in assumptions etc., and it may have a significant impact on the valuation of financial assets in the
consolidated financial statements for the next fiscal year.

－

165

－

C. Categories of financial instruments(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Trade and other receivables

60,184

66,831Other current financial assets

123,446

576,194

Other non-current financial assets

163,849

240,174

490

189

94

78

258,697

246,175

Trade and other payables

350,294338,901

Other current financial liabilities

209,286

61,913Current lease liabilities

123,885

126,992

Non-current financial liabilities

241,022241,068

Non-current lease liabilities

356,840

338,657

1,204

74

353

4,936

Financial assets
Financial assets at amortized costs

Financial assets measured at fair value through othercomprehensive income / (loss)
Derivatives
Financial assets measured at fair value through profit or loss
Financial assets designated as hedging instruments
Financial liabilities
Financial liabilities at amortized cost

Derivatives
Financial liabilities measured at fair value through profit or loss
Financial liabilities designated as hedging instruments

No items in the above categories are included in discontinued operations or disposal groups held-for-sale. Also, there are no
financial assets or liabilities valued using the fair value option to measure fair value.
On the consolidated statement of financial position, financial assets measured at fair value through other comprehensive income
are included under “non-current financial Assets.”
D. Financial risk management
In relation to cash management, the Group seeks to ensure effective utilization of Group funds through the Group’s CashManagement Service. The Group obtained credit facilities from financial institutions and issuance of bonds. Any temporary
surplus funds are invested mainly in fixed interest rate-bearing instruments with minimal credit risk.
The Group enters into foreign currency forward contracts to hedge risk arising from fluctuations in foreign currency exchange
rates and did not conduct any speculative trading in derivatives.

－

166

－

E. Market risk management
The Group conducts its business on a global scale, and is therefore exposed to the price fluctuation risk of currencies and equity
and debt financial instruments.
(1) Foreign currency risk(a) Foreign currency risk management
The Group conducts its business on a global scale, and is exposed to foreign currency risk in relation to purchases and sales
transactions and financing denominated in currencies other than the local currencies of those countries in which the Group
operates its business.
In regard to forecast transactions denominated in foreign currencies, for foreign currency exchange fluctuation risk by
currency and on a monthly basis, the Group in principle hedges risk by using foreign currency forward contracts.
For imports, the Group endeavors to stabilize purchasing costs by concluding foreign currency forward contracts andstandardizing import exchange rates. If the yen should weaken significantly against the US dollar in the future and thissituation continued for an extended period, it could have a negative impact on the Group’s performance.
The Group enters into derivative transactions only with financial institutions evaluated as highly creditworthy by rating
agencies to mitigate the counterparty risk.
The Group’s notional amount of foreign currency forward contracts was 1,836,265 million yen as at 31 August 2023.
(b) Foreign currency sensitivity analysis
With respect to companies that use yen as the functional currency in each reporting period, below is an analysis of the
impact an 1% increase in the yen against the Euro (“EUR”) and the United States dollar (“USD”) would have on theGroup’s profit before income taxes and other comprehensive income (before tax effects).
However, this analysis assumes that other variable factors are constant. Furthermore, this does not include the effect ofconversion of financial instruments denominated in the functional currencies, and revenue, expenses, assets, and liabilities
of overseas sales entities into presentation currency.
Year ended
31 August 2022

Year ended
31 August 2023

USD

120.52138.62EUR

133.29146.37USD(3,762)(3,502)

EUR

(189)

(155)

USD

(16,751)(16,848)

EUR

(242)

(398)

Average exchange rate (Yen)

Impact on profit before income taxes (Millions of yen)

Impact on other comprehensive income (Millions of yen)

－

167

－

(c) Currency derivatives and hedges
The Group uses foreign currency forward contract transactions to hedge against the risk of future fluctuations in exchange
rates in regard to foreign currency transactions and applies hedge accounting to transactions that meet hedge requirements,
and did not conduct any speculative trading in derivatives.
Cash flow hedges
A cash flow hedge is a hedge for avoiding risk of volatility in future cash flows. The Company uses foreign currency
forward contracts to hedge cash flow fluctuations relating to forecast transactions.
The monetary value of ineffective hedges is immaterial.
The details of foreign currency forward contract are as follows:(i) Derivative transactions to which hedge accounting is not applied
Foreign currencies(Millions ofrespective currency)

Average exchange
31 August2022

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2023

31 August2022

31 August2023

31 August2022

31 August2023

31 August2022

31 August
2023

-

4

-

577

-

58

-

Foreign currency forward contracts
Within 1 year
Buy USD(sell JPY)

125.57(EUR/$)(EUR/$)(KRW/$)

1,255.60(KRW/$)

-

11

-

1,610

-

78

(TWD/$)

20

-

2,730

-

36

-

(sell TWD)

29.98
(TWD/$)

Buy USD(sell RUB)

77.93

-

51

-

9,183

-

(1,204)-(RUB/$)(RUB/$)

Buy KRW(sell USD)

-

0.00

-

14,564

-

1

-

(74)

($/KRW)($/KRW)

Buy USD(sell KRW)
Buy USD

－168－

(ii) Derivative transactions to which hedge accounting is applied
Foreign currencies
Average exchange rates(Millions ofrespective currency)
31 August2022

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2023

31 August2022

31 August2023

31 August2022

31 August2023

31 August2022

31 August2023

116.62
(¥/$)

8,094

7,287

905,578

849,846

126,083

112,515210

401

24,31957,344

3,876

73

72

135

7,330

17,442

1,474

(352)

Foreign currency forward contracts
Over 1 year
Buy USD(sell JPY)

111.87(¥/$)

Buy USD

0.83

0.89

(sell EUR)

(EUR/$)(EUR/$)

Buy USD(sell GBP)

0.72

0.81

(£/$)

(£/$)

Buy USD(sell KRW)

1,243.00(KRW/$)

1,280.35(KRW/$)

281

374

35,88453,003

2,379

15

Buy USD

1.30(SGD/$)

5

10

701

1,413

(0)

21

(sell SGD)

1.39
(SGD/$)

Buy USD

34.43

33.46

11

69

1,444

9,760

40

55

(sell THB)

(THB/$)(THB/$)

Buy USD(sell MYR)

4.41

4.41

8

8

1,162

1,182

2

87

(MYR/$)(MYR/$)

Buy USD(sell AUD)

1.43
(AUD/$)

1.50(AUD/$)

37

18

5,148

2,580

72

13

Buy USD

1.34(CAD/$)

11

27

1,499

4,009

28

18

(sell CAD)

1.29
(CAD/$)

Buy USD

55.46

56.24

21

106

2,876

15,51159

173(sell PHP)

(PHP/$)(PHP/$)

Buy USD(sell SEK)

8.75

10.31

8

17

10,70429,323

191

92(SEK/$)(SEK/$)

Non-deliverable forward contracts (NDF)
Over 1 year
Buy USD-

28.86(sell TWD)($/TWD)($/TWD)

-

－

1

169

－

-

132

-

8

Average exchange rates
31 August2022

Foreign currencies(Millions ofrespective currency)

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2023

31 August2022

31 August2023

31 August2022

31 August2023

31 August2022

31 August2023

108.33(¥/$)

112.67
(¥/$)

4,124

4,332

446,764

488,137

111,043

123,157

0.88(EUR/$)

233

473

26,983

66,918

5,025

2,114

(sell EUR)

0.83
(EUR/$)

Buy USD(sell GBP)

0.77

0.78

112

157

12,087

19,590

1,578

326

(£/$)

(£/$)

Buy USD(sell KRW)

1,199.99

1,242.63

241

267

29,70036,695

3,302

1,894

(KRW/$)(KRW/$)

Buy USD(sell SGD)

1.37

1.36

73

89

10,016

13,253

199(195)(SGD/$)(SGD/$)

33.98(THB/$)

34.49(THB/$)

107

127

13,86918,361

844

(83)

4.36
(MYR/$)

4.36(MYR/$)

100

100

13,524

13,760

310

247

1.38
(AUD/$)

1.48(AUD/$)

105

150

13,89021,081

591

205

1.27

1.33

67

103

9,100

14,899

286

90

98

203

13,605

26,570

12

(40)

110

124

14,644

18,379749(69)

Foreign currency forward contracts
Within 1 year
Buy USD(sell JPY)
Buy USD

Buy USD(sell THB)
Buy USD(sell MYR)
Buy USD(sell AUD)
Buy USD(sell CAD)

(CAD/$)(CAD/$)

Buy USD(sell IDR)

14,889.75

13,585.19(IDR/$)(IDR/$)

Buy USD(sell PHP)

53.61

56.99

(PHP/$)(PHP/$)

8.43(SEK/$)

9.42(SEK/$)

913

11,603

20,855

273

258

1.06
($/EUR)

1.10($/EUR)

11

84

1,663

14,908

(80)

(159)

1.18
($/￡)

1.27
($/￡)

9

23

1,636

4,697

(20)

(11)

(sell USD)
Buy KRW(sell USD)

0.00

-

4,226

-

482

-

16

-

($/KRW)($/KRW)
272,672

796,104

2,537

0

6

(97)

4

21

55

319

(2)

(5)

-

108

-

14,672-884

Buy USD(sell SEK)
Buy EUR(sell USD)
Buy GBPBuy IDR(sell USD)

0.00

0.00

($/IDR)($/IDR)

Buy SEK(sell USD)

0.10($/SEK)

0.09($/SEK)

Non-deliverable forward contracts (NDF)
Within 1 year
Buy USD(sell TWD)

-

29.57

($/TWD)($/TWD)－170－

(2) Interest rate risk management
The Group’s interest-bearing borrowings are mainly bonds with fixed interest rates, and the Group maintains positions incash and cash equivalents that exceed the outstanding balance of its interest-bearing borrowings.
At present, the impact of interest payments on the Group is quite small. Consequently, the Group’s current level of interest
rate risk is minor, and the Group has not performed any interest rate sensitivity analysis.
(3) Price risk management in equity and debt instruments
The Group is exposed to the risk of price volatility in equity and debt financial instruments. The Group holds no equity anddebt financial instruments for short-term trading purposes.
The Group makes regular periodic checks of the market value of the equity financial instruments it holds, as well as thefinancial health of the issuers.
(4) Risk management in debt instruments
The Group does hold debt instruments, but all are held-to-maturity, and what is more, investments are restricted to bondsthat either meet or exceed a fixed rating, with the aim of mitigating risks arising from losses due to a default or similar
events.
F. Credit risk management
When the Group initiates ongoing transactions where receivables are generated on an ongoing basis, the finance department
manages the Group’s risk exposure by setting credit limits and credit periods, as needed.
Trade receivables encompass many customers spanning a wide range of industries and geographic regions. The Group conducts
regular credit checks of the companies it does business with, and when necessary takes appropriate protective measures, such as
requiring collateral.
The Group does not have excessively concentrated credit risk exposure to any single company or corporate group.
As for deposits and guarantees, the Group mitigates risk by conducting regular monitoring of the companies with which it does
business for early detection of any worsening of their financial health.
Financial assets and other credit risk exposure
The carrying amounts after adjustment for impairment shown in the consolidated financial statements represent the Group’s
maximum exposure to credit risk before consideration of collateral assets.

－

171

－

(1) Credit risk exposure
Time-frame analysis for trade receivables and other financial assets is as stated below.
Year ended 31 August 2022
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period
Financialassetsfor which theallowancefor doubtful
accounts isalwaysmeasuredas an amountequivalent to
expected losses
for the whole
periodFinancialassetsfor which thecredit risk hassignificantly
increased sinceinitialrecognition

Creditimpaired
financial assets

161,186

51,114

5-

212,307

Within 90 days

70

86

0

-

157

Over 90 days but within
one year

106

105

1

-

213

Over one year

25

145

53

28

252

161,389

51,45261

28

212,931

Number of days elapsed
after due date

Before due date has elapsed

Term-end balance

Items recorded
in an amountequivalent to
12 months of
expected credit
losses

Total

Year ended 31 August 2023
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period

Number of days elapsed
after due date

Before due date has elapsed
Within 90 days
Over 90 days but within
one yearOver one year
Term-end balance

Financialassetsfor which theallowancefor doubtful
accounts isalwaysmeasuredas an amountequivalent to
expected losses
for the whole
periodFinancialassetsfor which thecredit risk hassignificantly
increased sinceinitialrecognition

Creditimpaired
financial assets

379,42161,96525-

441,412

204

1,110

-

-

1,315

65

200

1

-

266

46

178

68

-

293

379,739

63,45594-443,288

Items recorded
in an amountequivalent to
12 months of
expected credit
losses

－

172

－

Total

(2) Allowances for Doubtful Accounts
Changes in allowances for doubtful accounts for trade receivables and other financial assets are as stated below.
Year ended 31 August 2022
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period

Changes in allowances for
doubtful accounts

Items recorded
in an amountequivalent to
12 months of
expected credit
lossesFinancialassetsfor which theallowancefor doubtful
accounts isalwaysmeasuredas an amountequivalent to
expected losses
for the whole
periodFinancialassetsfor which thecredit risk hassignificantly
increased sinceinitialrecognition

Creditimpaired
financial assets

Total

Starting balance

59

557

19

28

664

Increase during period

0

196

4

-

201

Decrease during period(intended use)

(0)

(11)

(3)

0

(15)

(19)

(258)

(7)

(1)

(287)

Other changes

60

42

0

-

102

Term-end balance

99

526

13

26

666

Decrease during period(reversals)

－

173

－

Year ended 31 August 2023
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period

Changes in allowances for
doubtful accounts

Items recorded
in an amountequivalent to
12 months of
expected credit
lossesFinancialassetsfor which theallowancefor doubtful
accounts isalwaysmeasuredas an amountequivalent to
expected losses
for the whole
periodFinancialassetsfor which thecredit risk hassignificantly
increased sinceinitialrecognition

Creditimpaired
financial assets

Total

Starting balance

99

526

13

26

666

Increase during period

60

574

62

-

697

-

(238)

(15)

-

(254)

Decrease during period(reversals)

(33)

(272)

(3)

(26)

(335)

Other changes

18

36

0

-

54

Term-end balance

144

626

57

-

828

Decrease during period(intended use)

The Group continually monitors the credit standing of trading partners if there is a concern about recoverability,
including receivables for which the due date has changed.
Based on the monitoring of the credit standing, the recoverability of accounts receivable, etc., is examined and theallowance for doubtful accounts is set.
In relation to the Group’s global business expansion, there is little reliance on any specific trading partners and exposure
is dispersed, so the impact of any sequential credit risk due to the poor credit standing of any specific trading partner isminimal.
As a result, we have no exposure to excessively concentrated credit risk.
With reference to bonds, we limit any investment in bonds to entities with a minimum specific credit rating in accordancewith our internal management regulations, so any credit risk relating to bond investments is minimal and consequently is
not included in the above table.

－

174

－

G. Liquidity risk management
The Group manages liquidity risk by formulating and revising its funding plans on a timely basis and maintains an appropriate
level of liquidity on hand.
The ultimate responsibility for management of liquidity risk lies with the CFO appointed by the Board of Directors. The financedepartment, under the direction of the CFO, performs the day-to-day aspects of liquidity risk management by maintaining
appropriate levels of surplus funds and bank loans, and by monitoring budgets and cash flows.
(Millions of yen)
Carrying
amountContractual Less thancash flows
1 yearMore than More than More than
2 years but 3 years but 4 years but
withinwithinwithin3 years
4 years
5 years

1 to 2years

Over
5 years

As at 31 August 2022
Non-derivative financial
Liabilities
Trade and other payables

350,294

350,294

350,294

-

-

-

-

-

Short-term borrowings

1,764

1,764

1,764

-

-

-

-

-

369,589

370,000

130,000-

30,00070,000-140,000

356,840

373,047-

89,926

66,99049,00434,410132,714

123,885

127,767

127,767

-

-

-

-

-

77,55077,55077,550

-

-

-

-

-

1,557

1,557

1,513

43

1

-

-

-

1,281,482

1,301,981

688,890

89,96996,991

119,004

34,410272,714

Trade and other payables

338,901

338,901

338,901

-

-

-

-

-

Short-term borrowings

1,119

1,119

1,119

-

-

-

-

-

Corporate bonds

239,686

240,000-

30,00070,000-100,000

40,000Long-term finance lease
Liabilities

338,657

357,382-

91,49364,28043,351

36,518

121,738

Short-term finance lease
Liabilities

126,992

132,457

132,457

-

-

-

-

-

Deposits

60,79360,79360,793

-

-

-

-

-

5,010

5,010

3,600

1,376

34

-

-

-

1,111,161

1,135,665

536,872

122,869

134,315

43,351

136,518

161,738

Corporate bonds
Long-term finance lease
Liabilities
Short-term finance lease
Liabilities
Deposits
Derivative financial liabilities
Foreign currency forward
Contracts
Total
As at 31 August 2023
Non-derivative financial
Liabilities

Derivative financial liabilities
Foreign currency forward
contracts
Total(Note) Guaranteed obligations are not included in the above, as the probability of having to act on those guarantees is remote.

－

175

－

H. Fair value of financial instruments(Millions of yen)
As at 31 August 2022

As at 31 August 2023

Carrying
amounts

Fair value

Carrying
amounts

Fair value

Bonds

135,214134,264

440,738

438,995

Security deposits / guarantees

68,626

69,09369,446

68,891

203,840

203,357

510,184

507,887

369,589

370,513

239,686

236,826

369,589

370,513

239,686

236,826

Financial assets

Total
Financial liabilities
Corporate bonds
Total(Note) The amount above includes the outstanding balance of bonds due within one year.
Notes concerning financial assets and financial liabilities for which carrying amount approximates fair value have been omitted.
The fair value of bonds is calculated with reference to publicly available market prices.
The fair value of security deposits and guarantees is calculated on the basis of the present value, applying the current market
interest rate.
The fair value of corporate bonds is calculated with reference to publicly available market prices.
The fair value measurements of bonds, security deposits / guarantees, and corporate bonds are classified as level 2.

－

176

－

I. Fair value hierarchy of financial instruments
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fairvalue hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as awhole:
Level 1 - based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement isobservable, either directly or indirectly
Level 3 - based on valuation techniques for which the lowest level input that is significant to the fair value measurement isunobservable
When multiple inputs are used to measure fair value, the fair value level is determined based on the input with the lowest levelclassification in the overall fair value assessment.
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:(Millions of yen)
As at 31 August 2022

Level 1

Financial assets measured at fair value throughother comprehensive income
Net financial assets and financial liabilities

As at 31 August 2023

Level 3

Total

301

-

189

490

-

(1,109)-(1,109)-258,344-258,344301

257,234

189

257,725

measured at fair value through profit or loss
Net financial assets and financial liabilities
designated as hedging instruments — Fair value
Net amount

Level 2

Level 1

Financial assets measured at fair value throughother comprehensive income
Net financial assets and financial liabilities
measured at fair value through profit or loss
Net financial assets and financial liabilities
designated as hedging instruments — Fair value
Net amount

Level 2

Level 3

Total

-

-

189

189

-

3

-

3

-

241,238-

241,238-

241,242189

241,432

For the valuation of Level 2 derivative financial instruments, we use a valuation model that uses observable data on themeasurement date using inputs such as interest rates, yield curves, currency rates, and volatility in comparable instruments.
Financial instruments categorized as Level 3 consist mainly of unlisted shares. The fair values of unlisted shares are measured
by the division responsible in the Group’s accounting policy, etc., using latest figures available for each quarter.
There were no significant changes due to the purchase, sale, issuance and settlement of Level 3 financial instruments, and notransfers between Levels 1, 2 and 3.

－

177

－

31. Related Party Disclosures
Remuneration of key management personnel
Remuneration of the Group’s key management personnel is as below:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Short-term employee benefits

833

876

Share-based payments

52

187

885

1,064

Total

Transactions with officers and major shareholders (individuals only), etc. of the reporting entity submitting these consolidated
financial statements.
Year ended 31 August 2022 (from 1 September 2021 to 31 August 2022)
Name ofCompany,
etc., orpersonal
name

Type

Company
in which
officers
and close
relatives
hold amajorityof votingrightsCompany
in which
officers
and close
relatives
hold amajorityof votingrightsLocation

TTY
Amsterdam,
Management
Netherlands
B.V.

546
Broadway,
LLC

New York

CapitalStock or
Money
Invested(Millions ofyen)

71,826-

Business
Content or
Occupation

Assetsholdings,
managing,
etc.

Percentage
of voting Relation withright, etc.
Associatedheld (being
Party
held)

5.2% aredirectly
held

Transaction
Details

Transaction
Amount(millions of
yen)

Item

Term-end
Balance(millions ofyen)Store renting

746

Lease
liabilities

6,349

Store renting

482

Lease
liabilities

4,644

Rent of store
properties
by oursubsidiary
Servesconcurrently
as an officer
Rent of store
properties
by oursubsidiary

Assetsholdings,
managing,
etc.

Servesconcurrently
as an officer(Notes) 1. Of the above-mentioned amounts, any trade amounts do not include consumption taxes and the like.
2. Trading conditions and policy for determining trading conditions, etc.
Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
3. Chairman of the Board of Directors and President Tadashi Yanai holds a majority of the voting rights of both companies.

－

178

－

Current consolidated accounting year (From 1 September 2022, through 31 August 2023)
Name ofCompany,
etc., orpersonal
name

Type

Company
in which
officers
and close
relatives
hold amajorityof votingrightsCompany
in which
officers
and close
relatives
hold amajorityof votingrightsLocation

CapitalStock or
Money
Invested(Millions of
yen)

TTY
Amsterdam,
Management
Netherlands
B.V.

546
Broadway,
LLC

New York

71,826

Business
Content or
Occupation

Assetsholdings,
managing,
etc.

Percentage
of voting Relation withright, etc.
Associatedheld (being
Party
held)

5.2% aredirectly
held

Transaction
Amount(millions of
yen)

Item

Term-end
Balance(millions ofyen)Store renting

874

Lease
liabilities

6,433

Store renting

554

Lease
liabilities

4,359

Rent of store
properties
by oursubsidiary
Servesconcurrently
as an officer
Rent of store
properties
by oursubsidiary

Assetsholdings,
managing,
etc.

-

Transaction
Details

Servesconcurrently
as an officer(Notes) 1. Of the above-mentioned amounts, any trade amounts do not include consumption taxes and the like.
2. Trading conditions and policy for determining trading conditions, etc.
Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
3. Chairman of the Board of Directors and President Tadashi Yanai holds a majority of the voting rights of both companies.
32. Major Subsidiaries
The Group’s major subsidiaries are as listed in “3. Corporate Profile 3. Subsidiaries and Associates.”
33. Commitments for Expenditures
The Group had the following commitments at each reporting date:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Commitment for the acquisition of property, plant and equipment

32,926

16,926

Commitment for acquisition of intangible assets

2,202

2,634

35,12819,560Total

34. Contingent Liabilities
Year ended 31 August 2022
Not applicableYear ended 31 August 2023
Not applicable
35. Subsequent Events
Not applicable

－

179

－

E. Others
Quarterly information for the year ended 31 August 2023
(Cumulative period)First quarter

Second quarter

Third quarter

716,393

1,467,350

2,143,504

2,766,557

126,812230,499359,203437,918

Quarterly net income (Millions of yen)

85,074

153,392

238,519296,229

Earnings per share (Yen)

277.49500.29777.90966.09(Accounting period)First quarter

Second quarter

Third quarter

Fourth quarter

Quarterly earnings per share (Yen)

277.49222.80277.60188.19

Revenue (Millions of yen)
Quarterly income before income taxes andnon-controlling interests (Millions of yen)

Fiscal year

(Note) Our common stock has been split on a 3-to-1 basis, effective 1 March 2023. Quarterly earnings per share has been calculated
assuming this stock split was conducted at the beginning of the current fiscal year.

－

180

－

10. Financial statements(1) Balance Sheet(Millions of yen)
As at 31 August 2022

As at 31 August 2023

ASSETS
Current assets
Cash and deposits
Operating accounts receivable

543,933

498,193*1 38,363*1 42,579

Securities
Short-term loans receivable from subsidiaries and associates

149,496
65,66420,00035,961

Accounts receivable from subsidiaries and associates
Others

22,3687,624

6,608
33,246

Allowance for doubtful accounts(7,552)(1,031)

Total current assets

819,900

635,557

30,754*3 (12,978)32,561*3 (15,381)

17,776

17,179Non-current assets
Property, plant and equipment
Buildings
Accumulated depreciation
Buildings, net
Structures
Accumulated depreciation
Structures, net
Machinery, vehicle, furniture and fixtures
Accumulated depreciation
Machinery, vehicle, furniture and fixtures, net
Land
Leased assets
Accumulated depreciation
Leased assets, net
Construction in progress

389

464

*3 (288)*3 (305)

100

158

9,057
*3 (2,670)

8,492*3 (2,794)

6,387

5,697

1,123
379

1,123
182

*3 (290)*3 (134)

88

48

26

691

25,50324,90047,94950,979Software in progress
Others

10,66910

17,387
9

Total intangible assets

58,62968,377

Investments and other assets
Investment securities

450

143

420,3629,251

622,796
7,567

Long-term loans receivable from subsidiaries and associates
Leases and guarantee deposits

7,213
5,732

45,230
5,777

Deferred tax assets
Lease receivables

4,997
14,136

4,680
12,665

OthersAllowance for doubtful accounts

1(3,900)1(35,628)

Total investments and other assets

458,244663,235

Total property, plant and equipment
Intangible assets
SoftwareShares of subsidiaries and associates
Investments in capital of subsidiaries and associates

Total non-current assets
Total assets

－

181

－

542,378756,513

1,362,278

1,392,070

(Millions of yen)
As at 31 August 2022

As at 31 August 2023

LIABILITIESCurrent liabilities
Current portion of corporate bonds

130,000

-

7,063
6,380

10,1875,660

Deposits received
Provision for bonuses*1 33,004※1 96,582

3,501

4,092

Income taxes payable
Others40,012
2,344

2,898

Total current liabilities

222,306

119,422

Non-current liabilities
Corporate bonds payable

Accounts payable
Accrued expenses

240,000

240,000

Lease obligations
Guarantee deposits received

14,186
3,385

12,694
3,337

Provision for loss on business of subsidiaries and associates
Others

1,324
3,801

4,141

262,698

260,173

485,005

379,595

10,273

10,273

Legal capital surplus
Other capital surplus

4,578
11,668

4,578
13,313

Total capital surplus

16,247

17,892Retained earnings
Legal retained earnings

818

818

Other retained earnings
General reserve

185,100

185,100

670,202806,273

Total non-current liabilities
Total liabilities
NET ASSETS
Shareholders’ equity
Capital stock
Capital surplus

Retained earnings brought forward

856,120

992,191

Treasury stock

Total retained earnings(14,813)(14,714)

Total shareholders’ equity

867,828

1,005,644

1,660

-

1,660

-

7,784

6,831

877,273

1,012,475

1,362,278

1,392,070

Valuation and translation adjustments
Valuation differences on available-for-sale securities
Total valuation and translation adjustments
Share subscription rights
Total net assets
Total liabilities and net assets

－

182

－

(2) Statement of Income(Millions of yen)
Year ended
31 August 2022
Operating revenue
Management income from operating companies

Year ended
31 August 2023

※1 82,428※1 90,935※1 200,737※1 236,997

283,165

327,932

9,430

9,400

Bonuses
Allowance for bonuses

1,677
3,269

1,529
3,849

Rental expenses
Depreciation

10,093
21,301

10,011
23,788Outsourcing expenses
Others32,155
18,40936,28917,145※1 96,337※1 102,014

Operating profit / (loss)

186,828

225,918

Non-operating income
Interest income

2,877

10,21857
108,10611
18,914

Dividends income from subsidiaries and associates
Total operating revenue
Operating expenses
Selling, general and administrative expenses
Salaries

Total operating expenses

Interest on securities
Foreign exchange gains
OthersTotal non-operating income

178

45

※1 111,220※1 29,189

1,988
102

3,948
61

※1 2,091※1 4,010

295,957

251,097

159

2,985

-

1,324

Non-operating expenses
Interest expenses
OthersTotal non-operating expenses
Ordinary profit / (loss)
Extraordinary income
Gain on sale of investment securities
Reversal of provision for loss on business of subsidiaries andassociates
Reversal of provisions for loss on guarantees

435-

Total extraordinary income

594

4,309

112

17

1,651

4,177

1,721

25,207Extraordinary losses
Losses on retirement of non-current assets
Loss on valuation of shares of subsidiaries and associates
Provision of allowance for doubtful accounts for subsidiaries andassociates
Loss on valuation of investment securities
Provision for loss on business of subsidiaries and associates
Impairment losses
Total extraordinary losses
Income/(loss) before income taxes

11

-

983
-

201

4,479

29,604

292,072

225,803

Income taxes － current
Income taxes － deferred

34,839(970)

15,607
1,050

Total income taxes

33,86816,657

Net income / (loss)

258,203

209,145－183－

(3) Statement of changes in net asset
Year ended 31 August 2022
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

10,273

4,578

9,587

14,166

Dividends---

Net income--

Acquisition of treasury stock-

Disposal of treasury stock
Net changes of items other thanthose in shareholders’ equity

Balance at the beginning of year

Total
retainedearnings

Generalreserve

Retainedearnings
brought
forward818

185,100

465,122651,040---(53,123)(53,123)

-

-

-

-

258,203258,203

-

-

-

-

-

-

-

-

-

2,081

2,081

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2,081

2,081

-

-

205,079

205,079

10,273

4,578

11,66816,247818

185,100

670,202856,120

Changes during the year

Net changes during the year
Balance at the end of year

Valuation and translation
adjustments

Shareholders’ equity

Share
subscription
rightsTreasury stock

Total
shareholders’equityValuationdifferences onavailable-forsale
securities(14,973)

660,507

(338)

(338)

7,400

667,569

Dividends-(53,123)---(53,123)

Net income-

258,203---258,203

Acquisition of treasury stock

(12)

(12)

-

-

-

(12)

Disposal of treasury stock

172

2,253

-

-

-

2,253

-

-

1,999

1,999

384

2,383

Net changes during the year

159

207,320

1,999

1,999

384

209,703

Balance at the end of year

(14,813)867,828

1,660

1,660

7,784

877,273

Balance at the beginning of year

Total valuationand translation
adjustments

Total net assets

Changes during the year

Net changes of items other thanthose in shareholders’ equity

－

184

－

Year ended 31 August 2023
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

10,273

4,578

11,66816,247

Dividends---

Net income--

Acquisition of treasury stock-

Disposal of treasury stock
Net changes of items other thanthose in shareholders’ equity

Balance at the beginning of year

Total
retainedearnings

Generalreserve

Retainedearnings
brought
forward818

185,100

670,202856,120---(73,074)(73,074)

-

-

-

-

209,145

209,145

-

-

-

-

-

-

-

-

-

1,645

1,645

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,645

1,645

-

-

136,071

136,071

10,273

4,578

13,313

17,892

818

185,100

806,273

992,191

Changes during the year

Net changes during the year
Balance at the end of year

Valuation and translation
adjustments

Shareholders’ equity

Share
subscription
rightsTreasury stock

Total
shareholders’equityValuationdifferences onavailable-forsale
securities

Total valuationand translation
adjustments(14,813)867,828

1,660

1,660

7,784

877,273

Dividends-(73,074)---(73,074)

Net income-

209,145---

209,145

Acquisition of treasury stock

(27)

(27)

-

-

-

(27)

Disposal of treasury stock

127

1,772

-

-

-

1,772

-

-

(1,660)(1,660)(953)(2,613)99

137,816(1,660)(1,660)(953)

135,202(14,714)1,005,644

-

-

6,831

1,012,475

Balance at the beginning of year

Total net assets

Changes during the year

Net changes of items other thanthose in shareholders’ equity
Net changes during the year
Balance at the end of year

－

185

－

(4) Notes(Significant accounting policies)
1. Valuation methods for securities(a) Investments in subsidiaries and associates:
The Company’s investments in subsidiaries and associates are stated at cost. The cost of securities sold is determined by theaverage method.
(b) Available-for-sale securities:(i) Listed securities:
Listed securities are stated at fair value, with fair value gains and losses, net of applicable taxes, reported as “unrealized
gains/(losses) on available-for-sale securities,” a separate component of net assets. The cost of securities sold is determinedbased on the moving-average cost method.
(ii) Unlisted securities:
Unlisted securities are stated at cost, which is determined by the average method.
2. Depreciation method for non-current assets(a) Property, plant and equipment (other than leased assets)
Depreciation of property, plant and equipment is calculated using the straight-line method. The principal ranges of estimateduseful lives are as follows:
Buildings and structures

5-35 years

Machinery, vehicle, furniture, and fixtures(b) Intangible assets

5 years

Amortization of intangible assets is calculated using the straight-line method. The principal range of estimated useful life is asfollows:
Software for internal use(c) Leased assets

5 years

Assets held under capitalized finance leases are depreciated using the straight-line method over the lease terms at zero residual
value.
3. Accounting for deferred assets
Issuance expenses of corporate bonds
Issuance expenses of corporate bonds are expensed as incurred.
4. Provision basis for allowances(a) Allowance for doubtful accounts
Provision for potential bad debts, loan loss ratios are recorded for general accounts receivable. Specified doubtful accounts
receivable are reviewed individually to determine their recoverability, and an estimate for the non-recoverable portion isrecorded.
(b) Provisions for bonuses
Bonuses to employees are accrued on the balance sheet date.
(c) Allowances for Affiliated Company Operating Losses
In order to prepare for losses pertaining to affiliated company operations, we take the financial position of our affiliatedcompanies into consideration and list the estimate losses that may be incurred.
5. Basis of revenue and expense recognition(a) Service Fee Income
The Company has an obligation to provide administrative support services to its subsidiaries. As the performance obligation
shall be satisfied by providing the services to its subsidiaries over time, revenue is recognized depending on providing theservices.

－

186

－

6. Application of tax effect accounting in connection with the transition from the consolidated taxation system to the group tax
sharing system.
Effective from the beginning of the current fiscal year, the Company has shifted from the consolidated taxation system to thegroup tax sharing system. In connection with the transition, the Company complies with the Practical Solution on the
Accounting and Disclosure Under the Group Tax Sharing System (ASBJ PITF No. 42, August 12, 2021. Hereinafter referred
to as “ASBJ PITF No. 42”), which provides for the treatment of accounting and disclosure regarding corporate taxes, local
corporation taxes and tax effect accounting when applying the group tax sharing system. In addition, based on Section 32 (1)of ASBJ PITF No. 42, it has been deemed that there is no impact from the changes in accounting policies in conjunction withthe application of ASBJ PITF No. 42.
(Changes in accounting policy)
Application of the Accounting Standard for Fair Value Measurement
The "Implementation Guidance on Accounting Standard for Fair Value Measurement" (ASBJ Guidance No. 31, June 17, 2021.
Hereinafter, the "Fair Value Measurement Standard Implementation Guidance") was adopted in the beginning of the current
fiscal year, and as such the Company has prospectively applied the new accounting policies set forth in the Fair Value
Measurement Standard Implementation Guidance in accordance with the transitional treatment set forth in Article 27-2 of the
Fair Value Measurement Standard Implementation Guidance.
The application has no impact on financial information.

－

187

－

(Notes to balance sheet)
1. Breakdown of assets and liabilities related to subsidiaries and associates which were not separately presented are as follows:(Millions of yen)
As at 31 August 2022

As at 31 August 2023

Trade accounts receivable

38,34942,568Deposits received

32,673

96,268

2. Contingent liabilities(Millions of yen)
As at 31 August 2022
Guarantees for office and retail store leases
Guarantees on loans payable to financial institutions

As at 31 August 2023

22,619
1,792

16,1036,483

3. Accumulated depreciation includes accumulated impairment losses.
(Notes to statement of income)1. Transactions related to the subsidiaries and associates are as follows:(Millions of yen)
Year ended
31 August 2022

Year ended
31 August 2023

Ordinary revenue:
Management income from operating companies

80,402

89,382

Dividends income from subsidiaries and associates
Ordinary expense

200,740
2,859

236,997
3,814

532
90

2,259

Non-operating income
Non-operating expenses (including Extraordinary losses)(Investment securities)

As at 31 August 2022
The fair values of the shares of subsidiaries and associates (subsidiaries 402,481 million yen and associates 17,880 million yen
on the balance sheet) are not described as they do not have a market price.
As at 31 August 2023
The fair values of the shares of subsidiaries and associates (subsidiaries 605,027 million yen and associates 17,768 million yen
on the balance sheet) are not described as they do not have a market price.
(Note) The impairment of the shares of subsidiaries and associates without market price is determined by comparing the costwith the net realizable value calculated based on the net assets per share of respective subsidiaries and associates. An
impairment loss is recognized if the net realizable value is less than 50% of the cost.

－

188

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(Deferred taxes)
1. The breakdown of causes of deferred tax assets and deferred tax liabilities is as follows:(Millions of yen)
As at
31 August 2022

As at
31 August 2023

Deferred tax assets:
Provisions for bonuses
Depreciation

1,127
1,201

1,330
1,607

Loss on shares of subsidiaries and associates
Impairment losses

57,395259

58,119241

Allowance for doubtful accounts
Unused tax losses carried forward

3,506
651

11,225
199

Software
Others

2,982
7,054

2,123
7,511

74,17882,358

(651)

(199)

(65,167)(74,523)(65,818)(74,722)

Total deferred tax assets

8,359

7,635

Deferred tax liabilities:
Temporary differences on shares of subsidiaries(1,893)(1,893)(1,468)(1,061)

Total deferred tax liabilities(3,361)(2,954)

Net deferred tax liabilities

4,997

4,680

Subtotal
Valuation allowance pertaining to tax loss carried forward
Valuation allowance pertaining to total of future deductible
temporary difference
Valuation allowance subtotal

Others

2. The differences between the effective tax rate after applying tax effect and the statutory income tax rate are as follows:(Percentage)
As at
31 August 2022
Statutory income tax rate
(adjustments)
Non-taxable dividend income
Increase/(decrease) in valuation allowance
Foreign withholding tax
Others
Effective tax rates after applying tax effect accounting

As at
31 August 2023

30.6%

30.6%

(20.4)(1.3)(31.1)
4.5

2.4
0.3

4.0
(0.6)

11.6

7.4

(Revenue recognition)
The information that forms the basis for understanding revenue generated from contracts with customers is as provided in
Significant accounting policies: 5. Basis of revenue and expense recognition.
(Business Combination)
Not applicable.
(Notes on Significant Subsequent Events)
Not applicable.

－

189

－

(5) Supplementary schedule
Details of fixed asset

Types of assets

Balances as at
1 September
2022

Increase(Millions of yen)
Accumulated
depreciation or
Depreciation, Balances as atamortizationamortization
31 Augustas at 31during the year2023
August2023

Decrease

Property, plant and equipment
Buildings

17,776

1,973

0

2,568

17,17915,381

Structures

100

75

-

17

158

305

6,387

188

4

873

5,697

2,794

1,123

-

-

-

1,123

34

Leased assets

88

-

-

40

48

134

Construction in progress

26

2,244

1,580

-

691

-

25,503

4,482

1,585

3,500

24,90018,651

47,94923,573256

20,28750,979

-

-

17

-

-

-

30,70323,985-

17,387

-

-

184

-

-

-

10

-

-

0

9

-

58,62954,277

24,241

20,28868,377-

Tools, furniture, andequipment
Land

Total property, plantand equipment
Intangible assets
Software(Impairments)
Software in progress

10,669(Impairments)
OthersTotal intangible assets(Notes) 1. The main factors listed as increase during the year are as follows:
Types of assets

Amount (Millions of yen)Contents

Software

23,573

Construction cost for new system

Software in progress

30,703

Construction cost for new system

2. The main factors listed as decrease during the year are as follows:
Types of assets

Amount (Millions of yen)

Software in progressContents

23,985－190－

Construction cost for new systems (transferred tosoftware as the new system was launched)Details of provisions(Millions of yen)
Categories

Balance as at
1 September
2022

Allowance for doubtful accounts (current)

Increase

Decrease

Balance as at
31 August
2023

7,552

1,031

7,552

1,031

3,900

31,950222

35,628Provision for bonuses

3,501

4,092

3,501

4,092

Allowances for Affiliated Company Operating
Losses

1,324

-

1,324

-

Allowance for doubtful accounts(non-current)(Note) The increase in the Allowance for doubtful accounts for the current fiscal year is mainly for affiliated companies.
(6) Main details of assets and liabilities
Omitted because the consolidated financial statements are prepared.
(7) Others
Not applicable.

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INDEPENDENT AUDITOR’S REPORTTo the Board of Directors of FAST RETAILING CO., LTD.:

OpinionWe have audited the consolidated financial statements of FAST RETAILING CO., LTD. (the “Company”) and its subsidiaries (theGroup), which comprise the consolidated statement of financial position as at 31 August 2023, and the consolidated statement of profit
or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement ofcash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of
the Group as at 31 August 2023, and of its consolidated financial performance and its consolidated cash flows for the year then endedin accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards arefurther 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 International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (“IESBA Code”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements
in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of inventories at the lower of cost or net realizable value
Key Audit Matter Description
How the Key Audit Matter Was Addressed in the Audit
As disclosed in Note 10 to the consolidated financial Our audit procedures related to this key audit matter included
statements, the Group’s total inventories as at 31 August 2023 the following, among others:
were JPY 417,347 million, which related to the UNIQLO Japan
segment, the UNIQLO International segment and the GU ▪
Evaluation of the cost measurement techniques andsegment, in the aggregate, representing 12.6% of the Group’s
inventory valuation approaches established bytotal assets. In addition, the amount of write-down ofmanagement, including compliance with IFRSs.
inventories to net realizable value was JPY 8,254 million forthese segments.
▪
Assessment of the design and operating effectiveness of
relevant controls in place addressing the accuracy and
The sales pattern for inventories starts with establishing ancompleteness of inputs for selling price and cost of
initial price, and then subsequently adjusting the price based oninventories.
the season, weather and customer preferences and demand.
Inventories are valued at the lower of cost or net realizable ▪
Involvement of our professionals with expertise invalue. Selling price, a component of net realizable value, isinformation technology (“IT experts”) to evaluate thefrequently adjusted in response to fast-changing market
accuracy and completeness of inventory valuation
conditions, economic conditions and fashion trends. The
reports by testing the system interface controls, theadjusted selling price is reflected and maintained in IT systems.
report logic and input parameters, as well as general IT
controls over the IT system, including testing of user
Given the nature of the Group’s businesses, changes toaccess controls, change management controls and IT
inventory, such as adjustments to selling prices, are frequently
operations controls.
made to large volumes of inventory at a Stock Keeping Units(“SKUs”) level. Therefore, inventory management is highly ▪
Evaluation of the determination of net realizable value,dependent on the IT systems. In addition, the accuracy of thethe judgment regarding whether a write-down is required
inventory valuation reports is also dependent upon the IT
and the amount of write-down of inventories to net
system. As such, due to the potential impact it may have on therealizable value calculated within the inventory
accounting for the write-down of inventories to net realizablevaluation report on a representative sample basis.
value, there are increased risks around the appropriateness ofthe system configurations (e.g., report logic, parameters, etc.),
in addition to the overall maintenance of the IT system.
We identified this matter as a key audit matter given that thevalue of inventories is material and the valuation of inventories
is highly dependent on the IT system.

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192

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Assessment of impairment indicators on store assets
Key Audit Matter Description
As disclosed in Note 15 to the consolidated financial
statements, the Group had store assets attributable to
UNIQLO Japan, UNIQLO International and the GU
segment amounting to JPY 96,179 million, JPY 244,092
million and JPY 33,870 million, respectively, which in theaggregate represents 11.3% of the Group’s total assets as at
31 August 2023. In addition, as disclosed in Note 15 to theconsolidated financial statements, the Group’s impairment
losses attributable to store assets were JPY 2,698 million forthe year ended 31 August 2023.
Each segment operated 790, 1,634 and 463 stores as at 31
August 2023, respectively, and the performance results ofeach store are maintained in an IT system. In principle, eachstore is considered as an individual cash-generating unit(“CGU”). Management uses the performance results ofstores (IT system-generated reports) as a key input whenassessing whether there is any indication that store assets
may be impaired (“Impairment Indicators”). As such, due tothe potential impact it may have on the assessment of the
Impairment Indicators, there are increased risks around theappropriateness of the system configurations (e.g., report
logic, parameters, etc.), in addition to the overall
maintenance of the IT system.

How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to this key audit matter included
the following, among others:▪

Evaluation of management’s assessment of Impairment
Indicators, identification of CGUs and allocation
method of relevant headquarter costs to each CGU usedby management, including compliance with IFRSs.

▪

Involvement of our IT experts to evaluate the accuracy
and completeness of the impairment indicators
identification reports by testing source data of store
performance results along with the report logic toallocate headquarter costs, report logic used to identify
impairment indicators, and input parameters, as well as
the general IT controls over the IT system, including
testing of user access controls, change management
controls and IT operations controls.

▪

Examination of the Impairment Indicators identification
report for the completeness of stores for proper
inclusion.

We identified this matter as a key audit matter given that thevalue of store assets is material, and the creation of
information used in assessment of the impairment indicators
is highly dependent on the IT system.

Other Information
Management is responsible for the other information. The other information comprises the information included in the Year-end
report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtainedin 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 Audit & Supervisory Board for theConsolidated Financial Statements
Management is responsible for the preparation of the consolidated financial statements that gives a true and fair view in accordance with
IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing 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 our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. 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.

－

193

－

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout theaudit. We also:•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theGroup’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’sreport. However, future events or conditions may cause the Group to cease to continue as a going concern.

•

Evaluate 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, supervisionand performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with Audit & Supervisory Board Members and Audit & Supervisory Board, we determine those mattersthat were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditor’s report are Hirofumi Otani and Akira Kimotsuki.
Deloitte Touche Tohmatsu LLC
Tokyo, Japan
30 November 2023

－

194

－

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORT
30 November 2023
To the Board of Directors of
FAST RETAILING CO., LTD.:
Deloitte Touche Tohmatsu LLC
Tokyo office
Designated Engagement Partner,
Certified Public Accountant:
Hirofumi Otani
Designated Engagement Partner,
Certified Public Accountant:
Akira Kimotsuki

OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited the nonconsolidated
financial statements of FAST RETAILING CO., LTD. (the "Company") included in the Financial Section, namely, the nonconsolidatedbalance sheet as at 31 August 2023, and the nonconsolidated statement of income, and nonconsolidated statement of changes in net
asset for the 62nd fiscal year from 1 September 2022 to 31 August 2023, and a summary of significant accounting policies and otherexplanatory information, and the supplementary schedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects, the financial position of
the Company as at 31 August 2023, and its financial performance for the year then ended in accordance with accounting principles
generally accepted in Japan.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under 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 havefulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the nonconsolidated financial
statements of the current period. The matter was addressed in the context of our audit of the nonconsolidated financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.
Valuation of the shares of subsidiaries and associates
Key Audit Matter Description
The Fast Retailing group consists of 125 consolidated
subsidiaries and 3 associates accounted for using the equity
method.
The shares of subsidiaries and associates were JPY 622,796
million, represented 44.7% of the Company’s total assets on
the balance sheet as at 31 August 2023.

How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to this key audit matter included thefollowing, among others:▪

Assessment of the design and operating effectiveness of therelevant controls over the investments in subsidiaries andassociates to address the appropriateness of the net realizablevalue calculated by management in accordance with theinternal policies, including review and approval. In addition,
the testing of accuracy and completeness of the financial
information of significant subsidiaries used in the controls.

▪

Evaluation of the reliability of the financial information ofsignificant subsidiaries used as a basis of calculating the net
assets per share, by examining the audit procedures and audit
results of respective subsidiaries performed by their auditors.

195－

The shares of subsidiaries and associates do not have a market
price and the valuation method is described in "Notes(Investment securities)".
The impairment of the shares of subsidiaries and associates
without market price is determined by comparing the cost with
the net realizable value calculated based on the net assets per
share of respective subsidiaries and associates. An impairment－

loss is recognized if the net realizable value is less than 50%of the cost.

▪

We identified the valuation of shares of subsidiaries andassociates as a key audit matter given that the value of theshares without market price is material on the balance sheet.

Examination of the appropriateness of management's
valuation of the shares of subsidiaries and associates bycomparing the cost with the net realizable value of respective
subsidiaries and associates.

Other Information
Management is responsible for the other information. Audit & Supervisory Board Members and Audit & Supervisory Board are
responsible for overseeing the Directors' execution of duties relating to the design and operating effectiveness of the controls over theother information. The other information comprises the information included in the Year-end Report, but does not include thenonconsolidated financial statements and our auditor’s report thereon.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the nonconsolidated financial statements or our
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 Audit & Supervisory Board for the
Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for such internal control as management determines is necessary to enable thepreparation 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 agoing concern, disclosing, as applicable, matters related to going concern in accordance with accounting principles generally acceptedin Japan.
Audit & Supervisory Board Members and Audit & Supervisory Board are responsible for overseeing the Directors' execution ofduties relating to the design and operating effectiveness of the controls over the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the nonconsolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In
addition, we obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the nonconsolidated financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance withaccounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated
financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
－

196

－

We communicate with Audit & Supervisory Board Members and Audit & Supervisory Board regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide Audit & Supervisory Board Members and Audit & Supervisory Board with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

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

－

197

－

Internal Control Report
1. Basic framework of internal control in connection with financial reporting
Chairman, President and CEO Tadashi Yanai and Chief Financial Officer Takeshi Okazaki hold responsibility for the preparationand management of internal controls in connection with financial reporting for the Company, its consolidated subsidiaries andassociates (hereinafter, the “Group”). The preparation and management of internal controls in connection with financial reportingare conducted in accordance with the basic framework of internal controls described in the “On the Setting of the Standards andPractice Standards for Management Assessment and Audit concerning Internal Control Over Financial Reporting - Council
Opinions”, published by the Business Accounting Council.
The basic elements of our internal controls are organically interconnected, and function as a single whole. Our aim is to achieve
their purposes within a reasonable range. For this reason, these internal controls on financial reporting may not completely preventor discover all misstatements in the financial reports.

2. Scope of evaluation, book-close dates, and evaluation procedures
The internal control evaluation of our financial reports was made on 31 August 2023, which was the last day of the fiscal year
under review. This evaluation was made using generally accepted internal control evaluation standards for financial reports.
This evaluation was started with an evaluation of internal controls that have a significant influence on our consolidated financial
reports as a whole (company-wide internal controls). The operational processes to be evaluated were selected on the basis of thisevaluation. In the evaluation of these operational processes, the selected operational processes were analyzed, and the key points ofinternal controls that might have a significant influence on the credibility of financial reports were categorized. Then, the status of
preparation and operation was evaluated in terms of these key points of internal controls to determine the effectiveness of theinternal controls.
The scope of the evaluation of the internal controls on financial reporting is of great importance, both fiscally and qualitatively, forthe credibility of the Group’s financial reports. The methods and procedures employed are:Based on the principle that the operational procedures for the entire Company’s internal controls, accounts, and financial reports
should best be evaluated from a company-wide perspective, these evaluations are performed for the Group as a whole. However,
because some consolidated subsidiaries are very small, both fiscally and qualitatively, they are not included within the scope of theevaluation.
Regarding operational procedures, based on the results of the company-wide evaluation of internal controls, and as an indicator ofsales (adjusted to exclude intra-group sales) for each of our businesses in the fiscal year under review, those businesses that makeup roughly two-thirds of consolidated sales in the fiscal year under review are designated “important businesses. ” The selected
important businesses are evaluated in terms of broad indicators such as sales, accounts receivable, inventories and other operational
procedures. Next, the impact on the Group’s financial reports is calculated. Those operational procedures that are of particularimportance are added to the evaluation process.

3. Results of evaluation
Based on the evaluation results discussed above, it was determined that the Group’s internal controls on financial reports wereeffective as at the end of the fiscal year under review.

4. Additional items
None

5. Special items
None

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198

－

Confirmation Note
1. The Company’s Chairman, President and CEO Tadashi Yanai and Chief Financial Officer Takeshi Okazaki have reviewed thecontents of the financial reports for the Company’s 62nd fiscal year (1 September 2022 – 31 August 2023), and confirm they aretrue, based on the Financial Instruments and Exchange Law.
2. Special items
None

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199

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