FAST RETAILING CO., LTD.
迅 銷 有 限 公 司Year-end Report 2021/22
2021.9.1–2022.8.31
Stock Code: 6288

Contents
1. Corporate Information

1

2. Financial Highlights

2

3. Corporate Profile

4

4. Management Discussion and Analysis

12

5. Capital Expenditures

31

6. Stock Information and Dividend Policy

34

7. Corporate Governance Report52

8. Board of Directors

61

9. Financial Information

81

Consolidated Financial Statements

82(1) Consolidated statement of financial position

82(2) Consolidated statement of profit or loss

84(3) Consolidated statement of comprehensive income

85(4) Consolidated statement of changes in equity

86(5) Consolidated statement of cash flows

88(6) Notes to the consolidated financial statements

90

Non-Consolidated Financial Statements

161(1) Balance sheet

161(2) Statement of income

163(3) Statement of changes in net assets

164(4) Notes

166(5) Supplementary schedule

171(6) Main details of assets and liabilities

172(7) Others

172

Independent Auditor’s Report (Group)

173

Independent Auditor’s Report (Company)

178

Internal Control Report

181

Confirmation Note

182

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
Takashi Nawa (retired on 24 November 2022)

HDR Registrar and HDR Transfer Office

Naotake Ono
Kathy Mitsuko Koll (aka Kathy Matsui)

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

Joji Kurumado (appointed on 24 November 2022)
Yutaka Kyoya (appointed on 24 November 2022)

Hopewell Centre
183 Queen’s Road East

Board of Statutory Auditors

WanchaiHong Kong

Masaaki Shinjo
Masumi Mizusawa

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

Term
57th Year

58th Year

59th Year

60th Year

61st Year

Year ended
31 August
2018

Year ended
31 August
2019

Year ended
31 August2020

Year ended
31 August2021

Year ended
31 August2022

2,130,060

2,290,548

2,008,846

2,132,992

2,301,122

Operating profit (Millions of yen)

236,212257,636

149,347

249,011297,325

Profit before income taxes (Millions ofyen)

242,678

252,447

152,868

265,872

413,584

154,811

162,578

90,357

169,847

273,335

165,378

140,900

110,134

215,309554,833

862,936

938,621956,562

1,116,484

1,561,652

Total assets (Millions of yen)

1,953,466

2,010,558

2,411,990

2,509,976

3,183,762

Equity per share attributable to ownersof the Parent (Yen)

8,458.52

9,196.61

9,368.83

10,930.42

15,281.90

1,517.71

1,593.20

885.15

1,663.12

2,675.30

1,515.23

1,590.55

883.62

1,660.44

2,671.29

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

44.2

46.7

39.7

44.5

49.1

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

19.4

18.0

9.5

16.4

20.4

Price earnings ratio (times)

34.1

39.1

71.5

43.6

30.6

176,403

300,505

264,868

428,968

430,817(57,180)(78,756)(75,981)(82,597)(212,226)

198,217(102,429)(183,268)(302,985)(213,050)

Cash and cash equivalents at end ofyear (Millions of yen)

999,697

1,086,519

1,093,531

1,177,736

1,358,292

Number of employees:

52,83956,52357,72755,58957,576(71,840)(80,758)(70,765)(63,136)(56,113)

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)

(Separate, average number of
temporary employees)(Notes) FAST RETAILING CO., LTD and its consolidated subsidiaries (the “Group”) prepare the consolidated financial statements inaccordance with IFRS.

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B. Non-Consolidated Financial Summary
Term

57th Year

58th Year

59th Year

60th Year

61st Year

Accounting period

Year ended
31 August
2018

Year ended
31 August
2019

Year ended
31 August2020

Year ended
31 August2021

Year ended
31 August2022

Operating revenue (Millions of yen)

193,044

184,910

156,356

278,605

283,165

Ordinary profit (Millions of yen)

139,660

106,000

78,211

208,221295,957

Net profit (Millions of yen)

122,158

106,11362,422

175,286

258,203

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

106,073,656

Total net assets (Millions of yen)

463,229

521,706

538,954

667,569

877,273

Total assets (Millions of yen)

993,413

1,054,758

1,063,356

1,100,398

1,362,278

Equity per share (Yen)

4,489.50

5,053.07

5,207.74

6,463.08

8,508.57

Dividends per share

440.00480.00480.00480.00620.00(200.00)(240.00)(240.00)(240.00)(280.00)

Basic net profit per share (Yen)

1,197.59

1,039.87

611.501,716.37

2,527.19

Diluted net profit per share (Yen)

1,195.63

1,038.14

610.44

1,713.61

2,523.41

Equity ratio (%)

46.1

48.9

50.0

60.0

63.8

Earnings on equity (%)

29.4

21.8

11.9

29.4

33.8

Price earnings ratio (Times)

43.3

59.5

103.5

42.3

32.4

Dividend ratio (%)

36.7

46.2

78.5

28.0

24.5

Number of employees:

1,345

1,389

1,589

1,617

1,698

(267)

(11)

(8)

(10)

(12)

166.0

200.7

205.5

236.4

268.4

(109.6)(97.8)(107.3)(132.8)(136.2)Highest share price (Yen)

54,51070,23070,180110,500

88,230

Lowest share price (Yen)

30,00047,04039,91062,86054,310Total number of shares issued (shares)(Figures in parentheses indicate
interim dividends) (Yen)(Separate, average number of
temporary employees) (Persons)Total shareholder return (%)(Compared with TOPIX Total
Return Index) (%)(Notes) 1. Up until the 57th year, contract employees and fixed-term employees were included in the average number of temporary
employees, but from the 58th year, they are included in the number of employees.
2. 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).
3. The Company has applied standards such as the Accounting Standard for Revenue Recognition (ASBJ Statement No. 29,
March 31, 2020) from the beginning of the current fiscal year, and has applied relevant major management indices andother indicators for the current fiscal year after the aforementioned standards have been applied.

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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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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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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
March 2022
April 2022

UNIQLO TAIPEI store.
UNIQLO global flagship store, UNIQLO Beijing Sanlitun, opens in Mainland China.
Establishes FY2030 sustainability targets and action plan.
Provides US$10 million and 200,000 items, including blankets and HEATTECH clothing, to UNHCR
to help support humanitarian aid for evacuees in Ukraine and surrounding countries.
Company listing moves to the Tokyo Stock Exchange Prime Market.

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B. Our Business
The Group consists of FAST RETAILING CO., LTD. (the “Company”, the “Parent”, or the “Reporting entity”), 128 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 (108 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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Sales
of
Product

Customers

C. Subsidiaries and Associates
Location

Nominal value of
issued ordinary /registered sharecapital(Thousands)(Consolidated subsidiaries)
UNIQLO CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY1,000,000

UNIQLOJapan

100.0%

Concurrent
directorships
Loans

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

Shanghai, PRC

USD20,000

UNIQLOInternational

100.0%

Concurrent
directorships

UNIQLO TRADING CO., LTD.*

Shanghai, PRC

USD30,000

UNIQLOInternational

100.0%

Concurrent
directorships

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

Shanghai, PRC

USD35,000

UNIQLOInternational

100.0%

Concurrent
directorships

FRL Korea Co., Ltd.

Seoul, South Korea

KRW24,000,000

UNIQLOInternational

51.0%

Concurrent
directorships

FAST RETAILING (SINGAPORE)
PTE. LTD.

Republic ofSingapore

SGD86,000

Others100.0%

Concurrent
directorships

UNIQLO (THAILAND)COMPANY LIMITED

Bangkok,
Kingdom ofThailand

THB1,500,000

UNIQLOInternational

75.0%(75.0%)-

PT. FAST RETAILING
INDONESIA

Jakarta,Republic ofIndonesia

IDR115,236,000

UNIQLOInternational

75.0%(75.0%)

Concurrent
directorships

UNIQLO AUSTRALIA PTY LTD

Melbourne,
Australia

AUD21,000

UNIQLOInternational

100.0%(100.0%)Loans

Fast Retailing USA, Inc.

New York, UnitedStates of America

USD3,790,621

Others100.0%

Concurrent
directorships
Loan guarantees

UNIQLO EUROPE LIMITED

London, United
Kingdom

GBP40,000

UNIQLOInternational

100.0%

Concurrent
directorships
Loan guarantees

UNIQLO VIETNAM Co., Ltd.

Ho Chi Minh,
Vietnam

USD15,800

UNIQLOInternational

75.0%(75.0%)UNIQLO INDIA PRIVATELIMITEDNew Delhi,
Republic of India

INR2,000,000

UNIQLOInternational

100.0%

Loans

G.U. CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY10,000

GU

100.0%

Concurrent
directorships
Loans

GU (Shanghai) Trading Co.,Ltd.*

Shanghai, PRC

USD20,000

GU

100.0%

Concurrent
directorships
Loans

FAST RETAILING FRANCE
S.A.S.

Paris, France

EUR101,715

Others100.0%

Concurrent
directorships
Loans

Theory LLC

New York, UnitedStates of America

USD116,275

Global Brands

100.0%(100.0%)Concurrent
directorships

PLST CO., LTD.

Yamaguchi City,
Yamaguchi
Prefecture

JPY10,000

Global Brands

100.0%

Concurrent
directorships
Loans

COMPTOIR DES COTONNIERS
S.A.S.

Paris, France

EUR24,593

Global Brands

100.0%(100.0%)-PRINCESSE TAM.TAM S.A.S.

Paris, France

EUR20,464

Global Brands

100.0%(100.0%)-Name

Details of main
businesses

Ownership ratioof voting rights

Relationship-

Other consolidated subsidiaries(108 companies)

-

-

-

-

-

Associates accounted for using theequity method (3 companies)

-

-

-

-

-

* The English names of all subsidiaries established in the PRC are translated for identification only.

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9

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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 2022 are as below.
UNIQLO CO., LTD.
(1) Revenue

810,261 million yen(2) Profit before income taxes(3) Profit for the year

133,844 million yen
91,161 million yen(4) Total equity(5) Total assets

264,918 million yen
892,420 million yen

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

399,863 million yen
61,286 million yen(3) Profit for the year(4) Total equity

46,114 million yen
216,335 million yen(5) Total assets

331,057 million yen

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D. Employees(a) The GroupAs at 31 August 2022
Name of segment

Number of employees

UNIQLO Japan

12,698(25,261)

UNIQLO International

33,424(18,443)

GU

5,060

(11,633)

Global Brands

3,399

(605)

54,581(55,942)

Others

1,297

(159)

All companies (shared)

1,698

(12)

57,576(56,113)

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 2022
Number of employees
1,698

(12)

Average age

Average number of years
with the Company

38 years old and 0 months

4 years and 9 months

Average annual wages(thousands of yen)
9,594

(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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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 (25 November 2022).
Based on our corporate philosophy: Changing Clothes. Changing common sense. Change the world, Fast Retailing seeks todeliver the joy, happiness, and satisfaction of wearing truly great clothes to all people worldwide.
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. Over the past one-two years, the structure of
the global economy and people’s values have changed considerably. Instead of demanding clothes for dressing up, customers
are looking for good-fitting, comfortable clothes and clothes that don’t waste precious resources. These changes we arewitnessing globally are inspiring greater empathy among many different people with our ultimate LifeWear values.
We are convinced that pursuing clothes creation that prizes our LifeWear concepts will not only lead to further business growth
but will help build a sustainable society. As part of the LifeWear creation process, we seek to realize manufacturing systems
with low environmental impact by thoroughly eliminating greenhouse gas emissions and waste products from all processes
spanning the production through to the transportation and sale of our clothes, and to build a supply chain that considers humanrights so that our customers can feel reassured when buying our clothes. We are also developing new services and technologies
that facilitate the continued utilization of LifeWear through reuse and recycling and enable us to take responsibility for clothes
even after they are sold. We also intend to globally expand the social contribution we make through our business as well as ourdiversity initiatives so that we can help resolve increasingly complex social issues.
Our ultimate aim is to pursue these initiatives and become the world’s No. 1 clothing brand that is loved by customers the world
over. To achieve this goal, we intend to prioritize and focus management resources on responding to customer needs andcreating new customers diversifying our global earnings pillars, and promoting sustainability in conjunction with our business.
Issues We Need to Address(1) Responding to Customer Needs and Creating New Customers
Strengthen customer-oriented product manufacturing
We aim to become a true digital consumer retailing company 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 and build product ranges
tailored to individual regions.
Promote supply chain reform
We collect and analyze customer feedback and refine our product planning, volume planning, and inventory control. We
are working to further reduce lead times on additional production by stockpiling core materials and using charter flights.
We are also pursuing overall supply chain reforms by 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 so that customers canbuy all the things they want whenever and wherever they want, and can have those products delivered to their desired
location. In addition to centrally managing all inventory, we are establishing a system to respond to various forms ofpurchase and delivery. We are also strengthening our e-commerce information conveyance systems to create a solid
foundation for communicating with customers.
(2) Diversifying Our Global Earnings Pillars
Seeking rapid leap forward for UNIQLO on a global scale
UNIQLO International is the driver of Group growth. We intend to accelerate new store openings and maintain high levelsof growth in the Greater China region and the Southeast Asia & Oceania region, where we are already building a strong
brand position. We aim to expand our operations in North America and Europe by creating product lineups that suit local
customer needs, accelerating new store openings, and expanding e-commerce.
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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 of replacing smaller, less profitable stores with better located ones, thoroughly pursuing community-focused
local store management, and developing product lineups and services designed to satisfy local demand. We will maintainhigh profit margins by controlling discounting, appealing the value of our products, and improving operational efficiency.
Get GU back on a strong growth trajectory
We aim to renew GU’s strong growth by refining the brand’s power to provide fashion fun at amazingly low prices. We
intend to focus on developing products that capture mass fashion trends, improving the accuracy of production planning,and establishing production systems that offer shorter lead times so that we can develop even more competitive products ateven lower prices. We will accelerate new store openings in Japan while also opening stores in international markets.
(3) Promoting Sustainability in Conjunction With Our BusinessRespect human rights across the supply chain
We will enhance efforts to address issues relating to human rights violations in the supply chain, working environments,and environmental protection. In addition to our garment and material partner factories, where we have already establishedregular monitoring mechanisms, we also expect to complete monitoring at spinning mills within the year. We publish a listof all garment and material factories with which we do continuous business, as well as factories to which garment factories
outsource some of their processing (such as washing and printing) in order to increase transparency. Going forward, we
intend to establish even greater traceability right back to the raw material level.
Promote more refugee support and other social contribution activities
In 2022, we donated 10 million US dollars (approximately 1.15 billion yen) to UNHCR, which is providing emergency
humanitarian assistance in Ukraine and surrounding areas, and approximately 100,000 items of UNIQLO winter clothing
and other products. Our operations in Germany and the Netherlands have also launched employment programs fordisplaced persons from Ukraine. We intend to continue actively supporting people in difficult situations in all countries andregions around the world.
Address climate change
We have set FY2030 targets and are pursuing initiatives designed to help our overall mission to reduce GHG emissions to
net zero by 2050. At our own facilities (stores and offices), we are accelerating the creation of environment-conscious
stores by introducing renewable energy and installing solar panels, etc. Across the broader supply chain, we are expanding
the number of products made from recycled materials with low CO2 emissions, and working with partner factors to reduce
CO2 emissions.

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B. 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 ourmanagement system for said 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 with the aim of keeping them in check before they can occur. It also reports critical risks to the Board of Directors andprovides concrete support to each department regarding risk countermeasures.

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14

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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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15

－

Risk Item

Risks and their Effects

Main Initiatives

Country risks and risks
pertaining to international

The Group's product production, supply, and saleinfrastructure may be adversely impacted by• The Group is moving forward withaffairs

events in countries and regions in which we
manufacture products and conduct business, due

flexibly to changes in international
conditions. This includes dispersing

to factors including changes in political or
economic conditions, social disorder or

production sites across multiple countries andregions, as well establishing production

deterioration of public safety due to terrorism orconflicts, changes in legal or tax systems, or the

management offices at our main production
hubs to enable the timely monitoring of andoccurrence of large-scale natural disasters suchas earthquakes, strong winds, or water disasters.

quick response to local circumstances.
• We have accounting, tax, and legal

establishing a supply chain that can respondspecialists stationed at Group companies'
offices to ensure that we can provide quick
and 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• Delay in responding to climate change such as• In order to reduce our impact on climate

by reducing greenhouse gas emissions orchange and biodiversity, we will work toswitching to renewable energies, and failure toproperly reduce waste emissions, pursue

identify and reduce greenhouse gas emissions
in our business activities across the board,

recycling initiatives, and manage chemical
substances may result in the public losing trust

including every stage from production todisposal of products. In promoting ourin the Group brand.
• There is the risk that the increase in extreme

initiatives, we respect the long-term goal (theParis Agreement) of reducing greenhouse gas

weather due to climate change may adversely
affect our product supply systems and ouremissions by 2050, which was formulated
based on the United Nations Frameworkbusiness as a whole.

Convention on Climate Change, and we set
specific targets and promote activities geared
toward achieving this goal.
• Led by the Sustainability Committee, we
persist in continually implementing concreteand highly effective initiatives under ourEnvironmental Policy, in five priority areas:
Addressing climate change, improving energy
efficiency, managing water resources,
improving waste management and resource
efficiency, and managing chemical substances.
• In June 2021, we expressed our support for
proposals by the Task Force on Climaterelated Financial Disclosures (TCFD), and in
December 2021, we made disclosures inaccordance with the TCFD proposals.
－

16

－

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 ourfunctional currency, can have a major impact onfinancial gains and losses.

Risk of the large-scale, global
spread of infectious diseases(including COVID-19)

Information security risks• The large-scale, global spread of infectious
diseases such as COVID-19 may cause
difficulties in the production and supply of
products to stores due to infection among
employees of the Group and its partners, as wellas due to measures enacted to prevent the spreadof the disease.
• The global spread and prevalence of COVID19
has already materialized risks that have had
negative effects on the entire Group, including
restricted production plant operations, logisticaldelays, restricted store hours, and more.

• If sensitive information such as customer
－

17

－

• 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 theviability of the currencies in which ourfinancial assets are held.
• Led by the Company-wide Emergency
Response Headquarters established by the
Risk Management Committee, the Groupdevelops medical evidence-based infection
prevention measures aided by advice received
from experts, and implements such measuresat all Group offices and stores while ensuring
all Group employees fully understand them, inorder to ensure that all customers can shopwith peace of mind.
• We provide supplier factories withguidelines for improving their hygiene
management to prevent infection at factories
and for employee remuneration if factories areforced to shut down.
• In order to reduce the risk of infection in theGroup, we are encouraging employees, theirfamilies, and those living with them to get
vaccinated.
• In order to ensure that confidentialinformation (including personal information)and trade secrets, etc. were to be leaked or lost,

information is properly managed, we haveestablished an Information Security Office

we would need to respond by recovering theinformation, and apologizing and paying

under the direction of a Chief Security
Officer (CSO) who oversees the entire group,

damages. This may adversely affect our businessperformance and lead to loss of trust among ourand works in cooperation with the IT andlegal departments of each country and region

customers.
• If a government were to determine that we arein which we operate.
• The Information Security Office builds andin violation of legal regulations that restrict thetransfer of personal information between

improves the infrastructure needed toproperly manage sensitive information

countries and regions, such as the EU's General
Data Protection Regulation (GDPR), we may(especially customers' personal information)in anticipation of external attacks, internallose customers' trust and be subject to significant
fines that would negatively impact our businessfraud and various other incidents. This isdone by putting in place infrastructure,

performance.

evaluating our administrative processes andours contractors, establishing andstandardizing internal rules, and conducting
regular educational and awareness activities
in each business division.

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18

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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.

－

19

－

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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20

－

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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21

－

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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22

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C. 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 2022
The Fast Retailing Group reported a record high performance in fiscal 2022, or the twelve months from 1 September 2021 to 31
August 2022, with revenue rising to 2.3011 trillion yen (+7.9% year-on-year) and operating profit expanding considerably to297.3 billion yen (+19.4% year-on-year). Sales recovered steadily in all markets in which we operate thanks to a steady recovery
in demand for clothing now that the COVID-19 pandemic is being brought under control, as well as our continued efforts tostrengthen global branding for LifeWear ultimate everyday wear and our ability to mount an agile response to changes in
production and distribution environments. We also recorded 116.2 billion yen in finance income net of costs, mainly comprisinga 114.3 billion yen foreign exchange gain on foreign-currency denominated assets after the yen exchange rate against the US
dollar weakened by approximately 29 yen over the fiscal year to the period end rate of 138.7 yen. As a result, profit before
income taxes increased to 413.5 billion yen (+55.6% year-on-year) and profit attributable to owners of the Parent expanded to273.3 billion yen (+60.9% year-on-year) in the twelve months to 31 August 2022. Furthermore, profit still reached a record leveleven after excluding the foreign currency impact.
Capital expenditure decreased by 14.1 billion yen year-on-year in fiscal 2022 to 86.5 billion yen. That figure can be broken
down into 21.5 billion yen for UNIQLO Japan, 24.6 billion for UNIQLO International, 4.8 billion yen for GU, 1.3 billion yen for
Global Brands, and 34.2 billion yen for systems, etc. In addition to our investment in new store openings, we also continue toinvest in automated warehousing.
As a united group, we are determined to strengthen initiatives designed to expand our business operations and promotesustainability in order to become a global No.1 brand by focusing on: (1) creating customer-oriented products, (2) accelerating
global store openings, (3) building purchasing experiences that fuse physical stores and e-commerce, and (4) helping to solve
various environmental and social issues.
We are working especially hard at UNIQLO International, as the pillar operation of the Fast Retailing Group, to accelerate newstore openings in all markets and to strengthen our e-commerce operations. We aim to continue to expand our operations in the
Greater China region (Mainland China market, Hong Kong market, and Taiwan market) and the South Asia, Southeast Asia &Oceania region (Southeast Asia, Australia, and India), where we hope to further strengthen our already established brandposition.
Our operations in the North America and Europe regions have moved into the black thanks to considerable improvements inearnings structures over the past year. Our aim going forward is to further expand operations in those regions by strengthening
our marketing and inspiring deeper understanding and loyalty towards LifeWear clothing. We also intend to create clothes thatprize LifeWear concepts in order to build a sustainable society. We will continue to pursue our ultimate goals of creating highquality, long-lasting clothes, clothes with a low environmental impact that are produced in healthy and safe working
environments, and clothes that can be further circulated, even after purchase, through recycling and reuse.
UNIQLO Japan
UNIQLO Japan reported a decline in revenue but an increase in profit in fiscal 2022, with revenue totaling 810.2 billion yen(−3.8% year-on-year) and operating profit totaling 124.0 billion yen (+0.6% year-on-year). Full-year same-store sales (including
ecommerce) contracted by 3.3% year-on-year. In the first half from 1 September 2021 through 28 February 2022, same-store
sales declined by 9.0% year-on-year because we were unable to fully satisfy customer demand due to shortages in some strongselling Winter items. However, same-store sales increased by 4.7% year-on-year in the second half from 1 March through 31
August 2022 on strong sales of Kando Jackets and Kando Pants as well as regular shirts that met customers’ renewed going-out
needs and strong sales of Summer ranges once the temperature rose from July onwards. Meanwhile, full-year e-commerce sales
expanded by 3.1% year-on-year in fiscal 2022 to 130.9 billion yen, constituting 16.2% of total revenue. The UNIQLO Japangross profit margin improved 2.5 points year-on-year in fiscal 2022. While the cost of sales worsened in the wake of sharp rises
in raw materials and transportation costs, the discounting rate improved markedly thanks to our fundamental drive to control
retail prices. The selling, general and administrative expense ratio increased by 1.5 points year-on-year because we have been
increasing advertising spend to strengthen branding from a medium- to long-term perspective, and pursuing strategic
investments in automated warehousing.
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23

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UNIQLO International
UNIQLO International recorded significant increases in both revenue and profit in fiscal 2022, with revenue rising to 1.1187
trillion yen (+20.3% year-on-year) and operating profit expanding to 158.3 billion yen (+42.4% year-on-year). Those revenue
and profit figures were boosted by the progressive weakening of the yen over the year, but the segment also managed to generatestronger revenue and significantly higher profits in local currency terms.
Breaking down the UNIQLO International performance into individual regions and markets, with the exception of the Greater
China region, which was heavily impacted by COVID-19 restrictions on movement, all operations achieved significant increases
in both revenue and profit for the year. The Greater China region reported revenue of 538.5 billion yen (+1.2% year-on-year) andoperating profit of 83.4 billion yen (−16.8% year-on-year). However, sales recovered once the restrictions on movement wereeased, resulting in higher revenue and a large increase in profit in the fourth quarter from June to August 2022. UNIQLO South
Korea reported increases in full-year revenue and profit. UNIQLO S/SE Asia & Oceania reported large increases in both revenue
and profit, with revenue rising by approximately 60% year-on-year to approximately 240.0 billion yen, the operating profit
margin improving sharply to approximately 19%, and operating income more than tripling. A recovery in customers’ going-out
needs plus some proactive marketing on our part helped further boost support among for the UNIQLO brand among local
customers and increase the number of new customers. UNIQLO North America achieved a large increase in revenue, a moveinto the black, and an operating profit margin just below 10% for fiscal 2022. We were able to gradually establish a firmer
UNIQLO presence and greatly extend sales thanks to better conveyance of information about core products and stronger
branding.
UNIQLO Europe (excluding Russia) achieved a large increase in revenue, a move into the black, and an operating profit marginof approximately 12% in fiscal 2022. The region is enjoying greater support for UNIQLO’s LifeWear concept and a rise in thenumber of new customers, and sales are proving strong especially in the regional flagship stores that we are opening in major
European cities. Our operation in Russia remains closed, resulting in a large decline in revenue and an operating loss for the year
following the recording of impairment losses. However, the impact of this operation on consolidated results is limited.
GU
Our GU segment reported a decline in revenue and a sharp dip in profits in fiscal 2022, with revenue totaling 246.0 billion yen(−1.4% year-on-year) and operating profit totaling 16.6 billion yen (−17.4% year-on-year). In the first half, we were not able tosufficiently tighten the number of product types offered and we suffered some shortages in strong-selling items caused by delays
in production and distribution. First-half sales struggled as a result and segment revenue and profit dipped. By contrast, revenue
increased in the second half thanks to a tighter range of product types, stronger marketing, and strong sales of products thatsuccessfully captured mass fashion trends, such as color slacks and sweatshirt-style T-shirts. Furthermore, GU’s gross profit
margin improved on tighter discounting and the general and administrative expense ratio also improved, resulting in a large
increase in operating profit in the second half of fiscal 2022.

Global Brands
In fiscal 2022, the Global Brands segment reported an increase in revenue to 123.1 billion yen (+13.8% year-on-year) and an
operating loss of 0.7 billion yen (compared to an operating loss of 1.6 billion yen in the previous fiscal year). Our Theory
operation reported significant increases in revenue and profit thanks to a recovery in performance in both the United States andJapan. The label was able to successfully expand its customer base by offering comfortable, highly finished lightweight clothing
and strategically expanding products with revised price lines. Our PLST label reported a decline in revenue and a wider
operating loss in fiscal 2022. Finally, our Comptoir des Cotonniers label reported an increase in revenue and a much smaller
operating loss in fiscal 2022. The brand’s selling, general and administrative expense ratio also improved significantly following
the closure of unprofitable stores and some determined structural business reforms.

－

24

－

Sustainability
Fast Retailing is advancing its LifeWear concept—the ultimate in everyday clothing, designed to make everyone's life better—tocreate 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. We aim to transition to a new business model based on both business growthand sustainability that will make our company better for society. Our six materialities are: Creating new value through products
and services; Respecting human rights in our supply chain; Respecting the environment; Strengthening communities; Supporting
employee fulfillment and Implementing good corporate governance.
■ Creating new value through products and services: To develop products geared toward building a sustainable society, we are
expanding our development of products made with recycled materials, including plastic bottles. One illustration of this is
UNIQLO’s effort to apply recycled materials to its core ranges, such as fleeces. As part of our JOIN: THE POWER OF
CLOTHING campaign held in July 2022, we donated USD 1 million (approximately JPY 130 million) to the Nippon Foundation
to support activities that reduce ocean waste. Moreover, UNIQLO launched its PEACE FOR ALL project in June 2022 and iscollaborating with global celebrities who are committed to taking action to achieve peace for all and volunteering to help sell
UTs (graphic T-shirts) with designs that convey a desire for peace. All profits from sales will be donated (equivalent to 20% of
the sales price of each T-shirt) to organizations that provide humanitarian aid to those affected by poverty, discrimination,
violence, and conflict, such as women, children and refugees.
■ Respecting human rights in our supply chain: We are also continually improving our efforts to address human rights andlabor issues throughout our entire supply chain. In addition to audits at garment factories and fabric mills, we aim to secure
traceability by also initiating audits of upstream spinning mills. In order to improve the quality of life of the people working in
our supply chain, in December 2021, we not only guaranteed our workers a minimum wage but also announced targets andinitiatives aimed at providing a living wage (a level of pay that meets a person's fundamental needs such as clothing, shelter, andfood and allows them to lead a reasonable social life). We also announced our support for a pilot program in Bangladesh seeking
to provide income protection and medical compensation for workers in the event of occupational accidents in factories.
■ Respecting the environment: In September 2021, we announced our goal of reducing greenhouse gas emissions from energy
used in the Company’s own operation, including stores and main offices, by 90% by FY2030 (compared to FY2019), reducing
emissions associated with raw material production, fabric and garment production of UNIQLO and GU products by 20%, andachieving 100% sourcing of renewable energy in our own operation. In August 2022, we achieved 100% sourcing of renewableenergy at our stores in Europe, North America, Vietnam, Indonesia, and Thailand. To solve the water environment issues facing
local communities, we are striving to prevent and reduce water pollution and to reduce the amount of water we use. In June
2022, we set targets for the garment factories and fabric mills that account for high amounts of water consumption, with a focus
on areas faced with high water supply risks and factories with high levels of water consumption. We also announced our goal toreduce water consumption by 10% (compared to 2020) at each factory by the end of 2025.
■ Strengthening communities: Following an appeal by the United Nations High Commissioner for Refugees (UNHCR), Fast
Retailing has donated USD 10 million (approx. JPY 1.15 billion) toward emergency humanitarian aid in Ukraine andsurrounding regions. We are also donating some 100,000 clothing items, including UNIQLO HEATTECH blankets and
HEATTECH innerwear, as well as approximately 100,000 items of reclaimed winter clothing, etc. collected at UNIQLO storesin Japan. In addition, UNIQLO in the EU has teamed up with local NGOs to support garment recycling, including UNIQLO
products and winter clothing reclaimed in stores, as well as in-store and online fundraising activities. UNIQLO has also launchedemployment programs for Ukrainian refugees in Germany and the Netherlands.
■ Supporting employee fulfillment: As we value the diversity of our employees, we have set a goal of achieving 50% female
representation among management positions by the end of FY2030 in order to promote a workplace environment thatencourages career development and allows employees to demonstrate their abilities to the fullest. In order to achieve this goal,
we will improve our development plans and medium-to-long-term career plans for female management candidates. In addition tocareer development sessions and training (confidence training, skills training, etc.) with female managers serving as role models,
we have also set up a mentoring scheme as a means of offering support. In March 2022, Fast Retailing held two sessions for
employees of the Japan headquarters to learn about women's health as part of our goal to create an environment in which female
employees can truly flourish. More than 250 male and female employees participated in the sessions, which fostered a deeper
understanding of health issues particular to women.
－

25

－

■ Implementing good corporate governance: Each committee is engaged in open and active discussion to enable rapid andtransparent management. In addition to continuously discussing how to address information security risks and risks related tointernational affairs, the Risk Management Committee has also given advice on evaluating risks found in the Company’s internal
audit and establishing a system to keep those risks in check. The Remuneration Advisory Committee was restructured in March2022 to further improve its transparency and independence and is now chaired by an external director, and its members include
all independent external directors, some independent external auditors, and the directors. The Code of Conduct Committee isalso developing an online system to facilitate smooth reporting and consultation through the employee hotline, in addition to theestablished telephone, email, and mail systems.
(b) Cash Flow Information
Cash and cash equivalents as at 31 August 2022 had increased by 180.5 billion yen from the end of the preceding fiscal year to
1.3582 trillion yen.
(Operating Cash Flows)
Net cash generated by operating activities for the year ended 31 August 2022 was 430.8 billion yen (428.9 billion yen was
generated during the year ended 31 August 2021). The principal factors were cash inflow from profit before tax for 413.5 billion
yen, depreciation and amortization for 180.2 billion yen and increase in trade and other payables for 114.6 billion yen, and cash
outflow from foreign exchange gains for 114.3 billion yen, increase in inventories for 50.8 billion yen and income taxes paid for95.8 billion yen.
(Investing Cash Flows)
Net cash used in investing activities for the year ended 31 August 2022 was 212.2 billion yen (82.5 billion yen was used during
the year ended 31 August 2021). The principal factors were 117.5 billion yen in payments for investment securities, and 51.2
billion yen in payments for property, plant and equipment.
(Financing Cash Flows)
Net cash used in financing activities for the year ended 31 August 2022 was 213.0 billion yen (302.9 billion yen was usedduring the year ended 31 August 2021). The principal factors were 53.0 billion yen in dividends paid to owners of the Parent,
and 136.8 billion yen in repayments of lease liabilities.

－

26

－

(2) Summary of Revenue and Purchasing(a) Revenue by division
Year ended 31 August 2021
(From 1 September 2020 to
31 August 2021)

Division

Revenue(Millions of yen)

Year ended 31 August 2022
(From 1 September 2021 to
31 August 2022)

Percentage of total(%)

Revenue(Millions of yen)

Percentage of total(%)

Men’s clothing

339,39915.9

347,504

15.1

Women’s clothing

353,774

16.6

349,723

15.2

Children’s & babies’ clothing

67,7903.2

63,9022.8

Goods and other items

51,8582.4

31,6291.4

812,82238.1

792,759

34.5

29,806

1.4

17,501

0.8

842,62839.5

810,26135.2

930,15143.6

1,118,763

48.6

1,772,780

83.1

1,929,024

83.8

GU operations

249,43811.7

246,055

10.7

Global Brands operations

108,204

5.1

123,162

5.4

2,569

0.1

2,880

0.1

2,132,992

100.0

2,301,122

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). For J Brand Inc, which had been included in Global Brands operations
for the year ended 31 August 2021, the corporate liquidation proceeding has been completed on 5 August 2021.
5. “Other operations” includes the real estate leasing business, etc.
6. E-commerce revenue from UNIQLO Japan
Fiscal year ended 31 August 2021: 126,921 million yen;
Fiscal year ended 31 August 2022: 130,918 million yen.

－

27

－

(b) Sales per unit
Summary

Year ended
31 August 2022
(From 1 September 2021 to
31 August 2022)

Year-on-year change (%)

1,780,604 million yen

110.2

2,763,018 m2

106.3

644 thousand yen

103.6

92,066 persons

93.9

19,340 thousand yen

117.3

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 calculated based on the number of months each store is in operation.
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 2022
(From 1 September 2021 to 31 August 2022)
By product category
Purchases(Millions of yen)

Year-on-yearchange(%)

Percentage of total(%)

Men’s clothing

196,304

111.5

16.6

Women’s clothing

185,997

101.3

15.7

Children’s & babies’ clothing

34,76993.9

2.9

Goods and other items

15,25351.0

1.3

432,324

101.3

36.5

556,431

127.2

46.9

988,756

114.4

83.4

GU operations

133,388

99.5

11.3

Global Brands operations

63,178166.2

5.3

1,185,323

114.4

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). For J Brand Inc, which had been included in Global Brands operations
for the year ended 31 August 2021, the corporate liquidation proceeding has been completed on 5 August 2021.
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.

－

28

－

(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 2022
Please see "C. 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 COVID-19, 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 1.3582 trillion yen at the end of the consolidated fiscal year under review, against revenue of 2.3011 trillion yen forthe consolidated fiscal year under review. However, we believe the current on-hand liquidity of 4 months' worth of sales at 1
trillion yen and 370 billion yen of bonds as at 31 August 2022 is adequate against our plan to exceed 3 trillion yen in revenue
throughout all of the Group's businesses in the near future.
(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). For the fiscal year ended August 2023, across thewhole Group we plan to invest 41.9 billion yen in launching new stores, and 53.3 billion yen of capital investment in otherinvestments such as warehousing and IT (detailed in "(1) Important new facilities," in "C. Plans for new facility construction, old
facility removal" under "5. Capital Expenditures").
(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 some corporate bonds toraise capital. In June 2018, we raised 250 billion yen using corporate bonds, which is being invested in expanding our overseas
business and promoting the Ariake Project, as well as being allocated for corporate bond redemptions.
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" (stable). 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.
－

29－

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

－

30

－

5. Capital Expenditures
A. Capital Expenditures
UNIQLO Japan opened 49 new stores. UNIQLO International opened 92 stores in the Greater China, 2 in South Korea, 2 inSingapore, 4 in Malaysia, 6 in Thailand, 8 in the Philippines, 9 in Indonesia, 1 in Australia, 4 in Vietnam, 1 in India, 2 in Canada, 1
in United Kingdom, 3 in France, and 6 in Russia. GU opened 24 new stores. In addition, Global Brands opened 27 new stores.
As a result, the Group’s capital expenditure decreased by 14.1 billion yen year-on-year in fiscal 2022 to 86.5 billion yen. That
figure can be broken down into 21.5 billion yen for UNIQLO Japan, 24.6 billion for UNIQLO International, 4.8 billion yen for GU,
1.3 billion yen for Global Brands, and 34.2 billion yen for systems, etc. We continue to invest in automated warehousing in addition
to opening new stores.
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 2022, 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

Land

Buildings

Right-ofuse assets

Deposits /Guarantees

Yamaguchi City,
FAST RETAILING
CO., LTD.

Head office

Yamaguchi
Prefecture

Commercial
establishments

Chuo-ku, Fukuoka
City, etc.

OthersOthers

Total

Number of
employees

95,255.83

1,047

707

-

-

135

1,890

44

-

-

56

1,564

1,309

1,638

4,569

-

29,308.87

76

17,011

99,204

5,107

5,715

127,1141,654(2) Subsidiaries in Japan
Area (m2)Company name

Type of facility

LocationLand
Yamaguchi City,
Yamaguchi
Prefecture etc.

Land

Buildings

Right-ofuse assets

Deposits /Guarantees

Others

Total

Number of
employees

2,591.06450

16,90465,367

26,966

2,637

112,325

9,221

UNIQLO Japan, others

19,960.76

353

7,183

35,511

3,982

18,922

66,024

3,477

Total for UNIQLO JapanStores in Japan, etc.
UNIQLO CO., LTD.

Capital expenditure (Millions of yen)

G.U. CO., LTD.

Stores in Japan, etc.

Yamaguchi City,
Yamaguchi
Prefecture, etc.

LINK THEORY
JAPANCO., LTD.

Stores in Japan, etc.

Yamaguchi City,
Yamaguchi
Prefecture, etc.

PLST CO., LTD.

Stores in Japan, etc.

22,551.82

803

24,088100,879

30,94821,629178,350

12,698--

10,34015,145

9,487

1,262

37,151

4,624

-

-

239

415

199

43

866

870

-

-

423

593

890

64

1,932

670

Yamaguchi City,
Yamaguchi
Prefecture, etc.

－

31

－

(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--

23,26914,852

5,292

11,82655,19013,784

UNIQLO TRADING
CO., LTD.

UNIQLOInternational store,
etc.

Shanghai, PRC

-

-

967

1,805

447

482

3,703

861

FAST RETAILING(Shanghai)
TRADING CO., LTD

UNIQLOInternational store,
etc.

Shanghai, PRC

-

-

1,385

2,049

326

359

4,121

465

FRL Korea Co., Ltd.

UNIQLOInternational store,etc.

Seoul, South Korea

-

-

2,028

2,034

4,575

641

8,353

1,336

-

-

-

113

14

0

127

3

FAST RETAILING(SINGAPORE) PTE.
Ltd.

Office, etc.

Republic ofSingapore

UNIQLO(THAILAND)COMPANY
LIMITEDUNIQLOInternational store,etc.

Bangkok,
Kingdom of Thailand

-

-

1,631

1,090

1,352

1,160

5,216

1,397

PT. Fast RetailingIndonesia

UNIQLOInternational store,
etc.

Jakarta, Indonesia

-

-

2,436

1,902

519

1,267

6,126

1,852

UNIQLO Australia
Pty Ltd.

UNIQLOInternational store,
etc.

Melbourne, Australia

-

-

2,472

14,4456

5,779

22,699796

Fast Retailing USA,Inc.

Office, etc.

New York, U.S.A.

-

-

5,117

50,318499

8,334

64,270

1,937

UNIQLO EUROPE
LIMITEDUNIQLOInternational store

London, United
Kingdom--

13,822

27,091513

2,867

44,262

2,961

Ho Chi Minh,
Vietnam

-

-

2,577

1,436

130

999

5,143

821

UNIQLO VIETNAM
CO., LTD.

UNIQLOInternational store,
etc.

UNIQLO INDIA
PRIVATE LIMITEDUNIQLOInternational store,etc.

New Delhi,
Republic of India

-

-

1,523

1,360

212

359

3,445

302

GU (Shanghai)
Trading Co., Ltd.

International store,
etc.

Shanghai, PRC

-

-

141

217

86

36

469

90

Fast Retailing France
S.A.S.

Office, etc.

Paris, France

-

-

-

96

27

603

727

258

COMPTOIR DES
COTONNIERS
S.A.S.

International store,
etc.

Paris, France

-

-

266

720

270

60

1,317

282

PRINCESSE
TAM.TAM S.A.S.

International store,
etc.

Paris, France

-

-

166

540

153

71

931

193

(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.

－

32

－

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 2022. 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 2023 (1September 2022 – 31 August 2023) are as follows.
Capital investment(Millions of yen)Segment

Details of investment
New store openings, warehouses, etc. (approx. 40

UNIQLO Japan

21,931UNIQLO International

34,796

New store openings, warehouses, etc. (approx.
195 stores)

GU

6,335

New store openings, etc. (approx. 50 stores)

Global Brand Business

1,691

New store openings, etc. (approx. 25 stores)

Others30,517

IT-related investments, warehouses, etc.

Total

95,272stores)(Notes) It is expected that the Group will be able to meet its funding needs from equity capital, corporate bonds, borrowings, financeleases, etc.
Also, the main new facility plans included in the plans described above are as follows.
Amount of planned
investment
Company name

Type offacility

Name ofbusiness

UNIQLO CO.,LTD.

UNIQLOJapan
warehouses

Ichikawashiohama
DC Warehouses

Location

Japan
Chiba

Total
(Millionsof yen)Amountalready
disbursed(Millionsof yen)16,4804,788

Constructioncommence

Construction
completion

February
2022

September
2022

Plannedsales floorarea /
occupied
warehousearea (m2)

117,030 Lease Hold

(Notes) 1. It is expected that the Group will be able to meet its funding needs from equity capital and finance leases.
2. Assets are not allocated among business segments.
(2) Planned removals of important facilities
There were no planned removals of important facilities as at 31 August 2022.

－

33

－

Reference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

300,000,000

Total

300,000,000(b) Shares issued

Type

Shares issued
as at 31 August 2022
(shares)Number of sharesissued as at submission
date (shares)(25 November 2022)

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

Details

Prime Market of the
Tokyo
Common stock

106,073,656

106,073,656

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

100 sharesas one unit

(Note)
Total

106,073,656

106,073,656--(Note) Hong Kong Depositary Receipts (“HDRs”) are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

－

34

－

(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 2022).
Details of changes made during the period from the final day of the current fiscal year until the end of the previous month (31October 2022) on the submission date are shown in brackets [ ].
(i) Share subscription rights A type
3rd
Resolution date

11 October 2012

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

4th

5th

10 October 2013
Employees of theCompany:
Employees of the Groupsubsidiaries:

18

8

9 October 2014
19

11

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

1,584 [322]1,392 [1,392]

6,791 [6,791]

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)

1,584 [322]1,392 [1,392]

6,791 [6,791]

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 13 November 2015
to 12 November 2022

From 3 December 2016
to 2 December 2023

From 14 November 2017
to 13 November 2024

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

Issue price: 15,222
Paid-in capital: 7,611

Issue price: 37,110
Paid-in capital: 18,555

Issue price: 42,377
Paid-in capital: 21,188

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)

Same as left

Same as left

－

35

－

36

16

6th
Resolution date

8 October 2015

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

7th

8th

13 October 2016
Employees of theCompany:
Employees of the Groupsubsidiaries:

15

19

12 October 201716

23

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

848 [848]

968 [968]

2,905 [2,905]

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)

848 [848]

968 [968]

2,905 [2,905]

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 13 November 2018
to 12 November 2025

From 11 November 2019
to 10 November 2026

From 10 November 2020
to 9 November 2027

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

Issue price: 45,658
Paid-in capital: 22,829

Issue price: 34,684
Paid-in capital: 17,342

Issue price: 37,648
Paid-in capital: 18,824

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)

Same as left

Same as left

－

36

－

19

27

9th
Resolution date

11 October 2018

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

10th

11th

10 October 2019
Employees of theCompany:
Employees of the Groupsubsidiaries:

17

32

15 October 20201146

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

2,728 [2,485]

2,979 [2,864]

1,870 [1,803]

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)

2,728 [2,485]

2,979 [2,864]

1,870 [1,803]

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 9 November 2021
to 8 November 2028

From 8 November 2022
to 7 November 2029

From 13 November 2023
to 12 November 2030

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

Issue price: 58,276
Paid-in capital: 29,138

Issue price: 66,059
Paid-in capital: 33,030

Issue price: 77,560
Paid-in capital: 38,780

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)

Same as left

Same as left

－

37

－

18

47

12th
Resolution date

14 October 2021

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

19

47

Number of stock options (Shares)

2,715 [2,597]

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)

2,715 [2,597]

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 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: 73,173
Paid-in capital: 36,587

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)－

38－

(Notes) 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.

－

39

－

(ii) Share subscription rights B type
3rd

4th

5th

Resolution date

11 October 2012

10 October 2013

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

2,039 [522]3,545 [3,244]

6,218 [5,819]

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)

2,039 [522]3,545 [3,244]

6,218 [5,819]

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 13 December 2012
to 12 November 2022

From 3 January 2014
to 2 December 2023

From 14 December 2014
to 13 November 2024

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

Issue price: 15,569
Paid-in capital: 7,785

Issue price: 37,515
Paid-in capital: 18,757

Issue price: 42,799
Paid-in capital: 21,399

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)

Same as left

Same as left

Employees of theCompany:
Employees of the Groupsubsidiaries:

136

615

－

40

－

9 October 2014
180

706

Employees of theCompany:
Employees of the Groupsubsidiaries:

223

785

6th
Resolution date

8 October 2015

Class and number of recipients

Employees of theCompany:
Employees of the Groupsubsidiaries:

7th

8th

13 October 2016
274

921

Employees of theCompany:
Employees of the Groupsubsidiaries:

12 October 2017
339

1,096

Employees of theCompany:
Employees of the Groupsubsidiaries:

Number of stock options (Shares)

6,533 [6,285]

9,378 [9,179]

16,343 [15,688]

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)

6,533 [6,285]

9,378 [9,179]

16,343 [15,688]

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 13 December 2015
to 12 November 2025

From 11 December 2016
to 10 November 2026

From 10 December 2017
to 9 November 2027

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

Issue price: 46,148
Paid-in capital: 23,074

Issue price: 35,168
Paid-in capital: 17,584

Issue price: 38,133
Paid-in capital: 19,066

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)

Same as left

Same as left

－

41

－

395

1,152

9th
Resolution date

11 October 2018

Class and number of recipients

Employees of theCompany:
Employees of theGroup subsidiaries:

10th

11th

10 October 2019
Employees of theCompany:
Employees of theGroup subsidiaries:

419

1,267

15 October 2020
528

1,389

Employees of theCompany:
Employees of theGroup subsidiaries:

Number of stock options (Shares)

14,714 [14,260]

17,989 [17,472]

12,364 [11,880]

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)

14,714 [14,260]

17,989 [17,472]

12,364 [11,880]

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 9 December 2018
to 8 November 2028

From 8 December 2019
to 7 November 2029

From 13 December 2020
to 12 November 2030

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

Issue price: 58,892
Paid-in capital: 29,446

Issue price: 66,733
Paid-in capital: 33,367

Issue price: 78,237
Paid-in capital: 39,119

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)

Same as left

Same as left

－

42

－

694

1,435

12th
Resolution date

14 October 2021

Class and number of recipients

Employees of theCompany:
Employees of theGroup subsidiaries:

736

1,521

Number of stock options (Shares)

21,765 [20,819]

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)

21,765 [20,819]

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 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: 73,849
Paid-in capital: 36,924

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 rightsAnyacquisitionofsharesubscription rights by transfer
shall require an authorizing
resolution from the Board of
Directors.

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

43－

(Notes) 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.

－

44

－

(iii) Share subscription rights C type
10th

11th

12th

Resolution date

10 October 201915 October 2020

Class and number of recipients

Employees of theCompany:

Number of stock options (Shares)

3,292 [3,028]

3,603 [3,126]

3,032 [2,804]

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)

3,292 [3,028]

3,603 [3,126]

3,032 [2,804]

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

8 November 2022

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: 67,685
Paid-in capital: 33,843

Issue price: 79,193
Paid-in capital: 39,597

Issue price: 74,804
Paid-in capital: 37,402

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)

Same as left

Same as left

Employees of theCompany:

40

－

45

－

14 October 2021
41

Employees of theCompany:

39

(Notes) 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 (in each 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 sharesubscription 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 ofshares 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.
(b) Content of Rights Plan
Not applicable.
(c) Other Share Subscription Rights
Not applicable.

－

46

－

(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

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)

Increase /decreasein capitalreserve(Millions ofyen)

Balance ofcapital reserve(Millions ofyen)-

106,073,656

7,000

10,273(7,000)4,578

31 August 2004

(Note) This represents an addition to capital stock from capital reserve approved by resolution at a special meeting of the Board of
Directors on 30 August 2004.
(5) Status by Type of Holder
As at 31 August 2022
Shares (One unit = 100 shares)
Class

Government,
municipal
entities

Number ofshareholders (persons)Foreign corporations, etc.

Financial
institutions

Traders offinancial
products

Other
corporations

-

51

35

Number of shares held
(trading units)-348,730

Percentage of shares
held (%)-

32.91

Individuals &others

Total

Sharesless than
one unit(shares)

Excl.
individuals

Individuals

159

852

14

5,309

6,420

-

36,16984,874

198,66617391,327

1,059,783

95,356

3.41

8.01

18.75

0.00

36.93

100.00-(Notes) 1. The 3,883,973 shares of treasury stock include 38,839 units of shares held by individuals and others and 73 shares held byindividuals and others of less than one unit.
2. Figures shown in the columns “Other corporations” and “Shares less than one unit” include 27 units of shares and 84
shares, respectively, in the name of Japan Securities Depository Center, Inc.

－

47

－

(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 2022
Percentage of
total number ofshares issued(%)

22,907

22.42

Tadashi Yanai

Shibuya-ku, Tokyo

22,037

21.57

Custody Bank of Japan, Ltd.

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

11,108

10.87

5,310

5.20

TTY Management B.V.

De Entree 99, 1101HE Amsterdam,
The Netherlands

Kazumi Yanai

New York, U.S.A.

4,781

4.68

Koji Yanai

Shibuya-ku, Tokyo

4,781

4.68

Fight & Step Co., Ltd.

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

4,750

4.65

MASTERMIND, LLC

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

3,610

3.53

Teruyo Yanai

Shibuya-ku, Tokyo

2,327

2.28

STATE STREET BANK AND TRUSTCOMPANY (Standing proxy Mizuho

P.O. Box 351, Boston, Massachusetts,
U.S.A., 02101

2,148

2.10

Bank, Ltd.)(2-15-1, Konan, Minato-ku, Tokyo)
83,762

81.97

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 13 April 2022 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 7 April 2022. 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.
Number ofPercentage ofshares held
total number ofName or trade name
Address(Thousandshares issued
shares)(%)
Nomura Securities Co., Ltd.

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

Nomura Asset Management Co., Ltd.

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

74

0.07

11,41810.76

4. In addition to the above, 3,883,973 shares of treasury stock are held by the Company (3.66% of the total number ofauthorized shares).

－

48

－

(7) Voting Rights(a) Shares issued
As at 31 August 2022
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
3,883,900
Common stock

Shares with full voting rights (others)

1,020,944

102,094,400(Note 1)

Common stock
95,356-(Notes 1, 2)

Total number of shares issued

106,073,656--

Total number of voting rights of all
Shareholders-

Shares less than one unit

1,020,944-(Notes) 1. The columns for the number of shares of “Shares with full voting rights (others)” and “Shares less than one unit” include,
2,700 shares and 84 shares, respectively, held in the name of Japan Securities Depository Center, Inc.
2. Common stock in the “Shares less than one unit” column includes 73 shares of treasury stock held by the Company.
(b) Treasury StockAs at 31 August 2022
Name or trade name of
HolderFAST RETAILING
CO., LTD.
Total

Holder’s address

10717-1 Sayama,
Yamaguchi-City,

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(%)

3,883,900-

3,883,900

3.66

3,883,900-

3,883,900

3.66

Yamaguchi
-

－

49

－

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 2022

169

12,731

Treasury stock purchased from 1 September 2022 to the submission date

35

2,980

Class

(Note) “Treasury stock purchased from 1 September 2022 to the submission date” does not include shares of less than one unit
purchased between 1 November 2022 and the submission date of this report.
(4) Status of treasury stock purchased
Fiscal year ended 31 August 2022
Class

From 1 September 2022 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

-

-

-

-

45,181

172,229

7,138

27,2283,883,973-

3,876,870-

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

(Note) The breakdown of figures for the year ended 31 August 2022 reflects the exercise of 45,181 share subscription rights, a sharedisposal value of 172,229 thousand yen. The breakdown of figures for the current year reflects the exercise of sharesubscription rights, and does not include shares of less than one unit purchased between 1 November 2022 and the submission
date of this report.

－

50

－

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 340 yen per share and the interim dividend was 280 yen per share, so the annual dividend was 620 yen
per share, which is an increase of 140 yen per share year on year. We intend to effectively utilize internal reserves and free cash
flow for financial investment and loans to strengthen the operational base of 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 14 April 2022

28,608280

Board of Directors resolution made at the meeting held on 1 November 2022

34,744340

Resolution 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 2022.

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51

－

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 strive to
reduce environmental impact and ensure healthy and safe working environments when producing and selling LifeWear (ultimate
everyday clothing), and to help solve various social issues. We are also focusing on expanding our e-commerce, UNIQLOInternational, and GU operation as key pillars for our business.
B. Details of Company organization and internal control systems(1) Details of company organization
The Company has built a corporate governance system consisting of a Board of Directors, a Board of Statutory Auditors, 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. As the Company’s
main decision-making body for the performance of management and operations, the Board of Directors meets at least once amonth to discuss and decide upon important management issues. The External Directors all participate actively in Board of
Directors discussions, and offer their opinions without reservations.
The Board of Statutory Auditors consists of five auditors, including three external auditors, with a full-time corporate auditor
acting as chairman. The Standing Statutory Auditor presides. The External Statutory Auditors 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 Statutory Auditors are fully aware of the decision-making process of the Board of Directors, and able to fulfill theirsupervisory obligations. They also supervise the Directors’ performance of their executive duties through regular conversations
with the Directors, other executive officers, other employees, and auditors of subsidiary corporations. The Board of Statutory
Auditors meets at least once a month to make decisions about audit policies and planning. It meets quarterly to receive briefings
and reports from the independent auditor.
The various committees complement the work of the Board of Directors. The External Directors and External Statutory Auditors
also serve as members of these committees. The name, purpose, authority, details of activities, and status of activities of each of
the committees are shown below.
Human Resources Committee
The Human Resources Committee, chaired by external director, discusses important organizational changes and adjustments tohuman resource systems across the Group, and offers views and suggestions to the Board of Directors. The committee met once
during FY2022.
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, statutory auditors, and executive officers.
The committee met three times during FY2022.
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 12 times
during FY2022.

－

52

－

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 nine times during FY2022.
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 Statutory Auditors (including External Statutory Auditors) and executive officers. The committee met 13 times during
FY2022.
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 Statutory
Auditors (including External Statutory Auditors) and executive officers. The committee met 12 times during FY2022.
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 highrisk business areas to prevent any risk before it occurs or ensure a swift response if a risk does materialize. The committee is chairedby the Group CFO and committee members include outside directors and executive officers. The committee met four times during
FY2022.
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 appointed by the Board. All independent external directors and some independent statutory auditors participate ascommittee members. We believe it is important to pass on Fast Retailing's corporate philosophy and spirit as key sources ofcorporate growth, so the company president and representative director also participates as a committee member. The committee
met twice during FY2022.
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 five times during FY2022.

－

53

－

Below is a diagram of our corporate governance system.

－

54

－

The members and chairs of the Board of Directors, Board of Statutory Auditors and other committees are as follows:
Title

Executive
Directors

Independent
Nonexecutive
Directors

Statutory
Auditors

External
Statutory
Auditors

Tadashi Yanai

Chairman

Chair

○

○

Chair

TakeshiOkazaki

○

△

○

Chair

○

Kazumi Yanai

○

○
Chair

Koji Yanai○

Nobumichi
Hattori○

MasaakiShintaku○

Naotake Ono○

Kathy Mitsuko
Koll

Business
EthicsCommittee

○

△

○
○

○

○
○

Masaaki Shinjo△○

Masumi
Mizusawa△○

Keiko Kaneko

△

○

Takao
Kashitani△○○

Masakatsu
Mori

△

○

△

○
○

○

○

△
○

△

△

○
○

○

○

○

○

○

○

○
○

○

○

○

○

○

○

Hidetsugu
Asada○

AlishaMakotoHoketsu

○
○

○
○

Chair

○

○

○

Shimpei Otani○

Serena Peck
Executive
Directors

○

○

Takao
Kuwahara

Yukihiro Nitta

○
○

○

○

Nakajima△○△

ShuichiTakahiro
Kinoshita○
Chair

Yutaka Kyoya

Takahiro
Wakabayashi

○

Chair

○

○

△

Nomination
Risk
and
Human
Management Remuneration
RightsCommittee
Advisory
Committee
Committee○

Joji Kurumado

Noriaki
KoyamaSeniorHuman
Code of
Sustainability Disclosure IT Investment
Resources
Conduct
Committee
Committee
Committee
Committee
Committee

NameJohn C Jay

Executive
Directors

Board of
Statutory
Auditors

Board ofDirectors

Takahiro
Tambara○Dai Tanaka○

Yasuyuki
Terashi○

XiaozhouWang○

Hiroyuki
Uchida○Masahiro
Yubisui

△

－

55

－

TitleName

Board ofDirectors

Board of
Statutory
Auditors

Human
Code of
Sustainability Disclosure IT Investment
Resources
Conduct
Committee
Committee
Committee
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) ○: Member △: Non-member attendee (including observers)(2) Outline of External Director’s limited liability agreements
The Company has entered into agreements with the External Directors, External Statutory Auditors, and Independent Auditor,
limiting their liabilities based on provisions in Article 427, Paragraph 1 of the Companies Act, which limits the liabilities fordamages as provided for in Article 423, Paragraph 1 of the Companies Act.
These agreements state that liabilities for damages shall be limited to the higher amount of either 5 million yen or the amountstipulated by law. For Deloitte Touche Tohmatsu LLC, the limit of liabilities for damages shall be limited to the highest of thefollowing amounts multiplied by two: the total economic benefits received or to be received from the Company as remunerationand 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,
statutory auditors, 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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56

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(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. Statutory Auditors for the Company or Group subsidiaries may attend theBoard of Directors meetings of companies they audit and express timely opinions. Company or Group subsidiary Directors
may engage external lawyers, certified public accountants, etc. to avoid potential violation of laws and implement
preventive measures. If Company or Group subsidiary Directors discover another Director has acted illegally, they must
report immediately to the Statutory Auditors, 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 Statutory Auditors, thePresident, 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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57

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(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.

－

58

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(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 Statutory Auditors, thePresident, 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 Board of Statutory Auditors, the President, and thecompliance officer, and request appropriate improvements.
(h) Employee Assistants Requested by Statutory Auditors and Ensuring the Independence and Effectiveness of Statutory Auditors’
Instructions to Employee Assistants
1. Upon receiving a request from the Board of Statutory Auditors, the Company shall establish rules to determine which
employees assist the Statutory Auditors with their duties, and assign appropriate internal personnel to the Statutory Auditors
or employ external lawyers or certified public accountants. To ensure assistants are independent of the Directors, theirperformance will be evaluated by Statutory Auditors, and the Board of Statutory Auditors will approve decisions made by
the Board of Directors on their assignment, dismissal, transfer, and wages, etc.
2. Assistants shall report directly to the Statutory Auditors and may not hold concurrent positions that involve the execution ofCompany business.
(i) Director and Employee Reporting to Statutory Auditors 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 Statutory Auditors. Irrespective of these rules, the Statutory Auditors
may request reports from Directors or employees of the Company, or Directors, employees, and Statutory Auditors ofGroup 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 Statutory Auditors.
If the Statutory Auditors 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 Statutory Auditors to penalize the submitter is forbidden. Submitted reports are protected by strict information
management systems.
4. Statutory Auditors communicate closely with the Independent Auditor, the Internal Audit Department, and Statutory
Auditors at Group companies through regular meetings and information exchange.
(j) Policy on Prepayment or Reimbursement of Expenses for Statutory Auditors
If Statutory Auditors submit requests for prepayment or reimbursement of expenses incurred during the course 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 Statutory Auditor’s duties.

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59

－

(k) Other Matters Ensuring Efficient Audits by Statutory Auditors
1. Statutory Auditors attend Board of Directors meetings and other important meetings to observe the reporting and discussionof significant issues. They may voice opinions if necessary.
2. The President meets regularly with Statutory Auditors 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 Statutory Auditors
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 Statutory Auditors (including
former Statutory Auditors) from liabilities for actions described in Article 423-1 of the Companies Act, to the extent allowed
by law. The purpose of this is to create an environment where Directors and Statutory Auditors can perform their duties andpursue 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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60

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8. Board of Directors
A. Board of Directors
Male: 12 persons Female: 3 persons (20.0% 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

September 2005
CEO

Tadashi Yanai

7 February 1949
November 2005

September 2008

June 2009

November 2011
November 2018

－

61

－

Joined FAST RETAILING
CO., LTD.
Director, FAST RETAILING
CO., LTD.
Senior Managing Director,
FAST RETAILING CO.,LTD.
President & CEO, FASTRETAILING CO., LTD.
External Director, Softbank
Corp. (currently SOFTBANKGROUP CORP.)
Chairman and CEO, FASTRETAILING CO., LTD.
Chairman, President, andCEO, FAST RETAILING
CO., LTD. (current)
Chairman, President, andCEO, UNIQLO CO., LTD.
(current)
Director and Chairman, GOVRETAILING CO., LTD.
(currently G.U. CO., LTD.)(current)
External Director, Nippon
Venture Capital Co., Ltd.
(current)
Director, LINK THEORYJAPAN CO., LTD. (current)
Representative Director, theFast Retailing Foundation(current)

Term ofofficeNumber ofshares held(Thousand shares)

Note 422,037

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

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62

－

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
April 1978
December 1991
August 2000
January 2001
April 2008

Director

Masaaki Shintaku

10 September 1954

June 2008
November 2009

March 2019
June 2020
June 2021

April 1971
June 2000
April 2004

April 2007
Director

Naotake Ono

28 October 1948
April 2011

November 2017

November 2018－

Term ofofficeNumber ofshares held(Thousand shares)

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 (current)
External Director, NTT
DOCOMO, INC. (current)
External Director, NTT
Communications Corporation(current)

Note 4-

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)
External Director, FASTRETAILING CO., LTD.
(current)

Note 4

Brief biography

63

－

-

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

23 April 1956

April 2015

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 (current)
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
Resources Division,

Note 4-

Brief biography

64－

November 2015

April 2016

April 2019

June 2021

April 2022

November 2022

－

65

－

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

Director

CFO

Takeshi Okazaki

9 July 1965

August 2011
September 2012

November 2018

November 2018
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)

Note 4

1

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

4,781

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, FASTRETAILING CO., LTD(current)

Note 4

4,781

Brief biography

66－Position

Responsibilities

Name

Date of birth
April 1983
February 1994
September 1998

September 2005

January 2008

Standing
Statutory
AuditorMarch 2009
Masaaki Shinjo

28 January 1956
September 2009

January 2010

March 2011

November 2012

November 1981

March 1988

October 2001
Standing
Statutory
Auditor

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.
Statutory Auditor, 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.
Statutory Auditor, FASTRETAILING 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.
Statutory Auditor, FASTRETAILING CO., LTD.
(current)
Statutory Auditor, LINKTHEORY JAPAN CO., LTD.
(current)

Note 70

Brief biography

67－

Position

Responsibilities

Name

Date of birth
April 1991
April 1999

April 1999
January 2007
April 2007
Statutory
AuditorKeiko Kaneko

11 November 1967
November 2012

November 2012
June 2013

June 2019
February 1975
January 1986

April 1986

March 1989

April 2002
Statutory
AuditorTakao Kashitani

7 November 1948

June 2012

June 2012

November 2018－

Term ofofficeNumber ofshares held(Thousand shares)

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 Statutory Auditor,
FAST RETAILING CO.,LTD. (current)
External Statutory Auditor,
UNIQLO CO., LTD. (current)
External Statutory Auditor,
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
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 Statutory Auditor,
FAST RETAILING CO.,LTD. (current)

Note 5

Brief biography

68

－

-

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 Statutory Auditor,
FAST RETAILING CO.,LTD. (current)

December 1995

April 2003
September 2007
October 2009
Statutory
Auditor

Masakatsu Mori

22 January 1947

June 2010
June 2013

November 2013
April 2018
March 2019

November 2020

Term ofofficeNumber ofshares held(Thousand shares)

Note 60

Total

31,602(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 Statutory Auditors as provided 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 24 November 2022.
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 28 November 2019.

－

69

－

B. External Directors and External Statutory Auditors(1) Functions, roles and selection of External Directors and External Statutory Auditors
The Company has six External Directors and three External Statutory Auditors.
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 Statutory Auditors 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.
Statutory Auditor 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 Statutory Auditors 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 Statutory
Auditors.
The External Directors and External Statutory Auditors receive reports at the Board of Directors meeting regarding internal
audits, the operation of internal controls, audits by Statutory Auditors, and the results of accounting audits.
With regard to the selection of External Directors and External Statutory Auditors, 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 withrich 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 ourExternal Statutory Auditors in various fields.

－

70

－

(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 Statutory Auditors; mutual cooperation between internal auditing,Statutory Auditor auditing, and accounting audits; and relationship with the Internal Control Department
At meetings of the Board of Directors, the Board of Statutory Auditors, and various committees, etc., external directors andExternal Statutory Auditor receive reports about the operating status of internal auditing and internal control systems, the resultsof Statutory Auditors 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 Board of Statutory Auditors, various committees, etc., Statutory Auditors cooperatewith external directors and External Statutory Auditors in a timely manner and exchange opinions as well as share informationnecessary for the supervision and auditing of management.
For details regarding mutual cooperation between the External Statutory Auditors, the Internal Audit Department, and theaccounting auditor and the relationship with the Internal Control Department, please refer to (1) Status of Auditor’s Audit under
C. Status of Auditing.

－

71

－

C. Status of Auditing(1) Status of Statutory Auditor’s Audit
Statutory Auditors always attend Board of Directors meetings and audit the status of the execution of management. The Board of
Statutory Auditors consists of two internal full-time Statutory Auditors and three external Statutory Auditors, and after receiving
reports about important matters related to auditing on a regular and on-demand basis from the Internal Audit Department andaccounting auditors, the Board of Statutory Auditors discusses those important matters and always maintains a state ofcooperation. Both Statutory Auditor Takao Kashitani and Statutory Auditor Masakatsu Mori hold the qualification of certified
public accountant and have substantial knowledge related to finance and accounting.
During the fiscal year ended August 2022, we held 14 meetings of the Board of Statutory Auditors. The attendance record foreach Auditor is as follows.
Name

Number of meetings held

Attendance

Masaaki Shinjo

14

14

Masumi Mizusawa

14

14

Keiko Kaneko

14

14

Takao Kashitani

14

14

Masakatsu Mori

14

14

Key matters discussed by the Board of Statutory auditors include the current state of business and issues at UNIQLO Japan,
current circumstances and issues in the production arena, and reports on the results of employee satisfaction surveys.
In addition, the role of full-time Auditors includes the timely on-site auditing of key companies' new and existing stores, attending
domestic and international store audit briefing sessions, and attending regular and extraordinary Board of Directors meetings andother employee meetings.
(2) Status of internal auditing
The Company has an Internal Audit Department that is independent from the executive departments, and, as at 31 August 2022,
six dedicated staff members regularly verify the appropriateness and effectiveness of internal control systems and audit the statusof the execution of business.
(3) Accounting audits(a) Name of audit firm
Deloitte Touche Tohmatsu LLC(b) Continuous auditing period
5 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 21 CPAs, 6 successful Certified Public Accountant applicants and 56 others.

－

72

－

(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 Board of Statutory
Auditors 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 Board of Statutory Auditors will pass a
resolution to the effect that the Board of Statutory Auditors will dismiss the accounting auditor based on the consent of all
Statutory Auditors, and in the event that it is acknowledged that it is difficult for the accounting auditor to perform anappropriate audit due to an event arising that otherwise impairs the accounting auditor’s competence or independence, the Boardof Statutory Auditors will pass a resolution to the effect that the Board of Statutory Auditors will make a proposal to the General
Meeting of Shareholders to dismiss or not reappoint the accounting auditor.
(f) Evaluation of the accounting auditor by Statutory Auditors and the Board of Statutory Auditors
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 Board of Statutory Auditors
conducts evaluations by receiving reports from the accounting auditor on the status of performing its duties and requesting
explanations when necessary.

－

73

－

D. Details of Independent Auditor’s remuneration(1) Details of remuneration for Independent Auditor
Year ended 31
August 2021

Year ended 31
August 2022

Remuneration
for audit andcertification duties(Millions of yen)

Remuneration
for audit andcertification duties(Millions of yen)

Reporting Entity

209

211

Consolidated subsidiaries

40

41

Total

249

252

Class

(2) Details of remuneration for member firms of the Deloitte global network (except (1))
Year ended 31 August 2021

Year ended 31 August 2022

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)

-

475

-

627

Consolidated subsidiaries

292

95

351

66

Total

292

570

351

694

Class

Reporting Entity

Year ended 31 August 2021 (1 September 2020 - 31 August 2021)
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 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.
(3) Other important details regarding remuneration for audit and certification duties
Not applicable.
(4) 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 Board of Statutory Auditors.
(5) Reasons for agreement of the Board of Statutory Auditors to the remuneration of the Independent Auditor
The Board of Statutory Auditors 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 2022 were reasonable,
based on the practical guidelines relating to independent auditor published by the Japan Audit & Supervisory Board Members
Association.

－

74

－

E. Directors’ Remuneration(1) Policies and process for determination of directors’ remuneration
The maximum annual remuneration for directors has been capped at the 2,000 million yen figure (including an annual figure of
200 million yen for external directors) 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 statutory auditors is capped at 100 million yen as determined by shareholder
resolution at the 42nd annual general meeting of shareholders held on 26 November 2003 (the resolution covers five statutory
auditors).
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 shallapply 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 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. Individual remuneration is determined based on the discussions of the Nomination andRemuneration Advisory Committee, which consists of all external directors, and the Company believes that its authority is
exercised appropriately.
The amount of remuneration for auditors is determined via discussion among the auditors within the confines of the maximum
amount of remuneration for auditors approved at the aforementioned General Meeting of Shareholders.

－

75

－

(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

602

361

220

20

the subsidiaries

212

140

40

31

External directors

the Company

70

70

-

-

6

the Company

36

36

-

-

3

External Statutory

the Company

40

40

-

-

Auditors

the subsidiaries

3

3

-

-

4

Statutory Auditors(excluding External
Statutory Auditors)

3(a) The performance-related remuneration figures are provisional calculations made prior to the evaluation of results for the fiscal
year ended 31 August 2022 after accounting for costs. The actual amounts paid are calculated and decided based on performance
evaluations of individual directors.
(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

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

-

200

the Company

120

60

20

the Company

1

-

-

Theory LLC,
etc.

90

10

13

115

(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(a) Remuneration for statutory auditors is calculated within the total amount approved by the general meeting of shareholders as
explained above and then discussed and decided by statutory auditors.

－

76

－

(b) The remuneration of external Directors shall be a fixed amount, and 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

Targets not achieved, but it is acknowledged that efforts have been made that may
lead to future developments

75%

C

Targets not achieved and the anticipated course of action was lacking

50%<Long-term performance-related remuneration>
The targeted long-term performance-related remuneration amount is determined according to a table of long-term performancerelated remuneration per employee grade.
A) A total equivalent to one third of the targeted long-term performance-related remuneration amount is considered to relate to Fast
Retailing’s corporate value and is therefore allocated in phantom stock which are tied to the company’s spot share price.
Phantom stocks are a cash-based remuneration related to the company share price, which are automatically executed three years
after they were granted as a cash payment based on the company’s share price on the day of execution. The company does not
pay dividends or dividend-equivalent amounts.
B) A total equivalent to two thirds of the targeted long-term performance-related remuneration amount is paid in cash as anincentive to improve strategy and performance at the particular operational unit for which an individual director is responsible.
The total is calculated based on a performance evaluation of the operational units directed by the individual over the three-year
period following the setting of the initial targets.
B-1) 50% of the cash-allowance portion is determined based on quantitative targets. The total is determined by multiplying thetargeted amount by an operational coefficient calculated based on a predefined table of standards that indicates the rate ofattainment of planned operating profit totals over the preceding three years at each operational unit, and the unit’s operating
profit margin.

－

77

－

B-2) The remaining 50% of the cash-allowance portion is determined based on qualitative targets. The total is calculated basedon the below table of payment standards after evaluating the degree of attainment of medium-term (three-year) targets set
out in the year that the remuneration was granted.
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

－

78

－

75%
50%

F. 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

1

301(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

487

－

79

－

(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

18,136,500

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

Holding theCompany’s
shares

These shares are held to try to strengthen

Crystal Internationalties in the medium-term, as a strategic
partner.

Group Ltd.

301

No

808

(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.

－

80

－

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 2021 - 31 August2022 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.

－

81

－

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 2021

As at 31 August 2022

8,30
9,30
11,30
10
30

1,177,736
50,54656,157394,868
27,103
2,992
15,2701,724,674

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

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

168,177
390,537
8,092
66,93967,122

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

16

18,236

18,557

18
30
12,15

37,12522,552
6,520
785,3022,509,976

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

19, 3011,28,30
30
17,28,30

220,057
104,969
2,493
117,083
38,606
2,149
95,652581,012350,294
209,286
1,513
123,885
77,162
2,581
111,519876,242

370,799
343,574
39,046
9,860
1,042
2,342
766,665
1,347,678

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

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)

－

82

－

(Millions of yen)Notes

As at 31 August 2021

As at 31 August 2022

21
21
21
21
21

10,27325,3601,054,791(14,973)
41,031
1,116,484
45,813
1,162,298
2,509,976

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

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

－

83

－

(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

Year ended
31 August 2022

23
24
15,24

2,132,992(1,059,036)
1,073,955(818,427)
18,238(25,315)2,301,122(1,094,263)
1,206,859(900,154)
16,951(27,391)

16

561

1,059

249,01123,859(6,998)265,872(90,188)
175,684

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

169,847
5,836
175,684

273,335
11,415
284,750

1,663.12
1,660.44

2,675.30
2,671.29

25
25
18

Profit for the year attributable to:
Owners of the Parent
Non-controlling interests
Total
Earnings per share
Basic (Yen)
Diluted (Yen)

27
27

－

Year ended
31 August 2021

84－

(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

284,750

541

(41)

541

(41)

26

20,266

98,11826

26,333

193,303

26

65

116

46,665291,538

47,207

291,497

222,891

576,247

215,309
7,582
222,891

554,833
21,414576,247

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

85

Year ended
31 August 2022

175,684

26－

Year ended
31 August 2021－

(4) Consolidated statement of changes in equity
For the year ended 31 August 2021
(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)

10,27323,365

933,303(15,129)385(8,489)12,905

(51)

4,749

956,562

39,516

996,079--

169,847

-

-

-

-

-

-

169,847

5,836

175,684

-

-

-

-

541

18,34526,50965

45,46145,461

1,745

47,207--

169,847-541

18,34526,50965

45,461

215,309

7,582

222,891

-

1,836
159

(49,015)
-

(12)
168
-

-

-

-

-

-

(12)
2,005
(49,015)159(1,867)
-

(12)
2,005
(50,882)
159

-

-

-

-

-

-

(8,523)-(8,523)(8,523)67(8,456)

Transfer to retained earnings

-

-

655

-

(655)

-

-

-

(655)

-

-

-

Others

-

-

-

-

-

-

-

-

-

-

514

514

-

1,995

(48,359)

155

(655)

-

(8,523)-(9,179)(55,387)(1,285)(56,673)

Notes

As at 1 September 2020

Total

Total
equityNet 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 transactions with theowners of the Parent
Total net changes during the year
As at 31 August 2021

26

21
21
21
21

-

1,995

121,487

155

(113)

18,345

17,98565

36,282

159,921

6,296

166,218

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

271

9,855

30,89013

41,031

1,116,484

45,813

1,162,298

－

86

－

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)--273,335

-

-

-

-

-

-

-

-

-

-

(41)

90,731

190,691

116

281,497--273,335-(41)

90,731

190,691

116

-

2,089
384

(53,123)
-

(12)
172
-

-

-

-

-

-

-

-

-

-

Transfer to retained earnings

-

-

99

-

(99)

Changes in ownershipinterests in subsidiaries

-

-

-

-

-

Total transactions with theowners of the Parent

-

2,473

(53,024)

159

(99)

Notes

As at 1 September 2021

271

9,855

30,89013

Total

41,031 1,116,484

Total
equity45,813

1,162,298

273,335

11,415

284,750

281,497

9,999

291,497

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)

-

-

-

-

-

-

-

-

402

402

-

(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)

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 2022

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

－

87

－

(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
Payments for lease and guarantee deposits
Proceeds from collection of lease and guarantee
deposits
Payments for acquisition of investments in associates
Others, net
Net cash generated by / (used in) investing activities

Year ended
31 August 2021

Year ended
31 August 2022

265,872
177,910
16,908(4,628)
6,990(19,222)413,584
180,275
23,150(9,495)
7,560(114,324)(561)(1,059)985
15,33436,749
384
3,494
9,300
153
509,672
4,134(6,101)(80,555)
1,818
428,968

1,136(2,651)(50,896)
114,600(7,125)(9,531)(27,211)
518,010
8,520(7,557)(95,867)
7,711
430,817(102,307)(143,517)

99,943

126,774(56,500)(19,624)(846)(3,979)(51,271)(28,335)(796)(117,521)(5,973)

4,542

5,112

(4,232)407(82,597)

3,301(212,226)(continued)

－

88

－

(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 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

－

89

－

Year ended
31 August 2021

Year ended
31 August 2022

64,247(67,804)(100,000)(48,993)(2,342)(148,248)155(302,985)

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

40,818175,015

84,204
1,093,531
1,177,736

180,556
1,177,736
1,358,292

(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 25 November 2022 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)
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.

－

90

－

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 2022 is 128.
(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 2022 is three.

－

91

－

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.

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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.

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(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.
At the time of an evaluation, in principle, if the contractual payment due date has passed then, it will be assumed that thecredit risk has significantly increased. However, when the evaluation takes place, other information that can be reasonably
used and used 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 all correspond to subleases in which the Group acts as an intermediate lender. Headleases and subleases are accounted separately. In its consolidated financial statement, the Group includes lender finance leases
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•Temporary differences associated with investments in subsidiaries, but only to the extent that it is possible to control the timingof the reversal of the differences and it is probable that the reversal will not occur in the foreseeable future.
The consolidated taxation 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
Not applicable

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
2022, are stated below.
Mandatory
The Group’s
IFRS
Title
adoption date
Summary
adoption
date(year beginning on)
International Accounting

IncomeStandards (“IAS”) 12

Taxes

Fiscal year ending

1 January 2023

31 August 2024

Deferred tax related to assets
and liabilities arising from asingle transaction

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

For J Brand Inc, which had been included in Global Brands operations for the year ended 31 August 2021, the corporate
liquidation proceedings has been completed on 5 August 2021.
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 2021
(Millions of yen)
Reportable segments
Total

Consolidated
Adjustments
Statement of(Note2)
Profit or Loss

Others(Note1)UNIQLOJapan

UNIQLOInternational

GU

GlobalBrands

Revenue

842,628

930,151

249,438108,204

2,130,423

2,569

-

2,132,992

Operating profit / (loss)

123,243

111,203

20,175(1,637)

252,98591(4,065)

249,011

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

125,888

109,475

20,075(2,093)

253,345

93

12,432

265,872

Depreciation and amortization

52,717

69,326

19,915

9,107

151,067

926,833

177,910

Impairment losses (Note 3)

4,697

7,755

1,500

3,139

17,092-(183)

16,908Other 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 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)

124,044

158,364

16,667(792)

298,284

(797)

(162)

297,325

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

133,844

156,503

18,492(1,212)

307,627(867)

106,824

413,584

Depreciation and amortization

53,55571,358

17,9408,361

151,217183

28,874

180,275

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”.
D. Geographic Information
Year ended 31 August 2021
(1) External revenue(Millions of yen)
Japan

PRC
1,119,207

Overseas (Others)
457,571

Total

556,213

2,132,992(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 America

Japan
351,808

Overseas (Others)
69,547

Total

218,910640,266

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)
77,250－236,580

103

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Total
679,266

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
Money market funds (MMF), negotiable certificates of deposits
Total

As at
31 August 2021

As at
31 August 2022

1,031,286

1,059,343

146,449

298,948

1,177,736

1,358,292

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 2021

As at
31 August 2022

Accounts receivable - trade

41,07247,405

Other accounts receivable

8,405

12,334

Lease receivable

1,514

863

Allowance for doubtful accounts

(445)

(418)

50,54660,184Total

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 2021

As at
31 August 2022

389,104

479,824

5,763

6,103

394,868

485,928

Materials and supplies
Total(Note) As at 31 August 2021 and 31 August 2022, the Group had inventories attributable to UNIQLO Japan, UNIQLO International
and GU business segments aggregated to 374,595 million yen and 453,258 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 2021

Year ended
31 August 2022

15,1209,099(Note) As at 31 August 2021 and 31 August 2022, the Group had write-down of inventories to net realizable value from UNIQLO
Japan, UNIQLO International and GU business segments aggregated to 13,038 million yen and 8,283 million yen, respectively.
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 financial
assets 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 2021

As at
31 August 2022-

135,214

Security deposits / guarantees

64,502

68,626

Bank deposits

50,51674,535

Others

7,470

9,167

Allowance for doubtful accounts

(219)

(247)

1,008

490

123,279

287,787

Other current financial assets total

56,157

123,446

Other non-current financial assets total

67,122

164,340

Other financial assets:
Financial assets measured at amortized cost
Bonds

Financial assets measured at fair value throughother comprehensive income
Stocks
Total(Millions of yen)
As at
31 August 2021

As at
31 August 2022

Interest-bearing bank and other borrowings (Note)

382,634

371,496

Deposits

91,80577,550

Deposits / guarantees received

1,328

1,260

475,768

450,308

Other current financial liabilities total

104,969

209,286

Other non-current financial liabilities total

370,799

241,022

Other financial liabilities:
Financial liabilities measured at amortized cost

Total

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

－

106

－

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 2021

As at
31 August 2022

808

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 2021

As at
31 August 2022

Fair value

883

487

Cumulative gains / (losses)

739

159

(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 recognized in financial assets measured at fair value through other comprehensive income is as follows.
(Millions of yen)
As at
31 August 2021

As at
31 August 2022

Derecognized financial assets--

Financial assets held at the end of the fiscal year

39

26

－

107

－

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 2021

As at
31 August 2022

Prepayments

8,683

10,002Long-term prepayments

2,534

2,024

Prepaid consumption tax

4,355

5,188

Others

6,216

10,311

21,79027,526

Current

15,27023,835

Non-current

6,520

3,690

Other assets:

Total(Millions of yen)
As at
31 August 2021

As at
31 August 2022

Accruals

68,79787,568

Employee benefits accruals

8,520

9,382

Suspense receipt / accrued consumption tax

9,861

3,740

Others10,814

12,99997,994

113,690

Current

95,652

111,519

Non-current

2,342

2,171

Other liabilities:

Total

－

108

－

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 2020

293,259

405

62,5391,962

13,220371,388

Additions

6,946

341

106

-

57,30564,700

Disposals(14,373)(5)(5,206)-(1,086)(20,672)

Transfers

29,803

10,717

11,681-(52,201)-

Effect of change inexchange rate

8,941

173

3,593

-

1,120

13,829At 31 August 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

11,575514,069－109－

(Millions of yen)
Accumulated
depreciationand impairment

Buildings
andstructures

Machineryandequipment

Furniture,
fixtures andvehiclesAt 1 September 2020

(189,150)(17)(46,061)(34)-(235,265)(24,217)(393)(7,699)--(32,310)

Impairment losses(1,895)

-

(417)

-

-

(2,313)

Disposals

13,243

2

4,865

-

-

18,112

Effect of change inexchange rate

(6,436)(8)(2,847)--(9,292)

At 31 August 2021

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

Depreciation provided
during the year

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

Depreciation provided
during the year

Effect of change inexchange rate
At 31 August 2022

Construction
inprogress

Land

Total

(Millions of yen)
Buildings
and structures

Machineryandequipment

Furniture,
fixtures andvehicles

At 31 August 2021

116,120

11,216

20,553

At 31 August 2022

125,947

29,71026,064

Net carrying amount

ConstructioninProgress

Total

1,927

18,358168,177

1,927

11,575

195,226

Land(Notes) 1. The Group had store assets attributable to UNIQLO Japan, UNIQLO International and GU business segments.
2. There are no restrictions on ownership rights and no pledges on the Group’s property, plant and equipment.

－

110

－

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

38,522

115,426

20,517

23,112

159,056

197,578-

19,291

164551

20,00820,008(23,782)(520)(12,310)(13,565)(26,396)(50,178)

Effect of change in exchange rate

1,144

81

808

(678)

211

1,356

At 31 August 2021

15,885

134,279

9,179

9,419

152,879

168,764

Acquisitions-

28,080-122

28,20328,203

Disposals

-

(823)

(33)

(408)

(1,265)(1,265)

Effect of change in exchange rate

-

(737)

2,240

972

2,474

2,474

15,885

160,798

11,387

10,106

182,291

198,176

At 1 September 2020
Acquisitions
Disposals

At 31 August 2022

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

SoftwareTrademarks

Otherintangible
assetsTotal(30,429)(62,249)(14,315)(15,658)(92,222)(122,652)

Amortization provided during the year-

(17,422)-(23)(17,445)(17,445)

Impairment losses

-

(108)

(383)

(686)

(1,178)(1,178)

Disposals

23,348413

12,145

13,44726,00749,355

Effect of change in exchange rate

(710)

(17)

(580)

(501)

(1,099)(1,810)(7,792)(79,384)(3,133)(3,422)(85,939)(93,732)

Amortization provided during the year-

(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)

At 1 September 2020

At 31 August 2021

At 31 August 2022

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.

－

111

－

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

Goodwill
SoftwareTrademarks

Otherintangible
assets

Total

GoodwillandIntangible
assets total

At 31 August 2021

8,092

54,894

6,046

5,997

66,93975,031

At 31 August 2022

8,092

62,945

7,618

6,057

76,621

84,714

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 2021--

At 31 August 2022--

GlobalBrandsUNIQLOJapan

UNIQLOInternatio
nal

-

8,092

-

-

-

11,348

-

8,092

-

-

-

12,803

GU

－

112

－

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 2021

Year ended
31 August 2022

1,895

4,896

417

1,387

-

718

2,313

7,002

Software108

269

Trademark (Note)

383-

Other intangible assets

686

353

1,178

622

13,41015,5226

216,90823,150

Buildings and structures
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(Note) For the year ended 31 August 2021, 383 million yen represented impairment losses on trademark of the J Brand.
The Group’s impairment losses during the year ended 31 August 2022 amounted to 23,150 million yen, compared with 16,908
million yen during the year ended 31 August 2021, and are included in “Other expenses” on the consolidated statement of profit
or loss.
Year ended 31 August 2021
Property, plant and equipment and Right-of-use assets
Impairment losses amounting to 16,908 million yen, 15,723 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.
With the global spread of COVID-19, the Group's performance has been adversely affected due to temporarily closing of thestores, etc. Although the timing for the situation subsiding differs from region to region and on a case-by-case basis, we madeaccounting estimates involving the assumption that the impact will last until the end of August 2022 for most countries andregions including Japan. For stores in other certain countries and regions, it may take longer for the situation to get undercontrol.
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 mainly 8.9 %. Theoretically, the projected cash flows cover a five-year period, and do not use agrowth rate that exceeds the long-term average market growth rate. The pre-tax discount rate calculation is based on theweighted-average cost of capital.
The main CGUs for which impairment losses were recorded are as follows:

－

113

－

Operating segment

CGU

Type
Buildings, structures and Right-of-use

UNIQLO Japan

UNIQLO CO., LTD. stores

UNIQLO International

UNIQLO USA, UNIQLO EUROPE LTD.
etc., stores

Buildings, structures and Right-of-use
assetsGU

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

Buildings, structures and Right-of-use
assetsCOMPTOIR DES COTONNIERS S.A.S.,

Buildings, structures and Right-of-use

etc., stores

assetsGlobal Brands

assets(Note) The total of tangible assets and right-of-use assets associated with domestic UNIQLO stores, overseas UNIQLO stores, and GU
stores for the fiscal year ended August 2021 are 129,814 million yen, 205,036 million yen, and 31,599 million yen, respectively.
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. These assumptions are subject to considerable uncertainty and may have a significant impact on the Group’svaluation of property, plant, and equipment and right-of-use assets in the next consolidated fiscal year.
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 mainly 16.5 %. Theoretically, the projected cash flows cover a five-year period, and do not use agrowth rate that exceeds the long-term average market growth rate. The pre-tax discount rate calculation is based on theweighted-average cost of capital.
The main CGUs for which impairment losses were recorded are as follows:
Operating segment

CGU

Type

UNIQLO Japan

UNIQLO CO., LTD. stores

Buildings, structures and Right-of-use
assetsUNIQLO International

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

Buildings, structures and Right-of-use(RUS), UNIQLO USA LLC etc., stores

assetsGU

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

Buildings, structures and Right-of-use
assetsGlobal Brands

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

Buildings, structures and Right-of-use
assets(Note) The total of tangible assets 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.

－

114

－

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 2021

Year ended
31 August 2022

561

1,059

65

116

626

1,176

18,236

18,557

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 17,250 million yen as at 31 August 2021 and 17,268 million yen as at 31 August 2022, respectively. The Group’s
share of profit and comprehensive income of the associates was 631 million yen during the year ended 31 August 2021 and 873
million yen during the year ended 31 August 2022, which was included in the consolidated statement of profit or loss andconsolidated statement of comprehensive income, respectively.
Total assets of the associates amounted to 90,622 million yen as at 31 August 2021 and 89,582 million yen as at 31 August 2022
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 664 million yen during the year ended 31 August 2021 and769 million yen during the year ended 31 August 2022, respectively.
The Group has entered into lease contracts with one of the associates relating to warehouse rental, etc.

－

115

－

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 2021

Year ended 31 August 2022

Present value ofremaining lease

Remaining lease
payments

payments

Remaining lease
payments

Present value ofremaining lease
payments

Lease liabilities
Due within one year

120,492

117,083

127,767

123,885

Due after one year through two years

86,417

81,57089,92685,652

Due after two years through three years

61,48959,061

66,99063,982

Due after three years through four years

46,862

44,78649,00446,752

Due after four years through five years

28,00026,66034,41032,519Due after five years

137,705

131,495

132,714

127,932

480,966

460,658

500,814

480,725

Total
Interest expenses on lease liabilities(Millions of yen)
Year ended 31 August 2021
Interest expenses on lease liabilities

Year ended 31 August 2022
4,847

4,757

Cash outflow for leases
Cash outflow for leases is as follows:(Millions of yen)
Year ended 31 August 2021
Total Cash outflow for leases

219,331－116－

Year ended 31 August 2022
219,052

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

356,539

16,25527,148399,944

contracts, reassessment oflease liabilities, etc.

116,494

18,0792,955

137,528

Depreciation(116,943)(4,411)(9,020)(130,376)

Impairment losses(13,260)-(149)(13,410)

Expiration, cancellation, etc.

(10,931)(148)(1,229)(12,310)

6,656

-

2,504

9,161

At 31 August 2021

338,553

29,774

22,209390,537

Additions due to new lease
contracts, reassessment of

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

At 1 September 2020
Additions due to new lease

Otherslease liabilities, etc.

C. Expenses relating to Leases
A breakdown of expenses relating to Leases is as follows:(Millions of yen)
Year ended 31 August 2021
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 2022

55,42961,453

6,617

15,418149

90(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 2022 amounted to 6,353 million yen, compared with 40,109 million yen during the year ended 31
August 2021.
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.
－ 117 －

(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 2021

Year ended 31 August 2022

Carrying amounts at the beginningof period

4,474

3,897

Increases due to finance lease contracts

3,088

2,362

Decreases due to repayments(2,020)(1,389)Others(1,644)

(823)

3,897

4,046

Carrying 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 2021

Year ended 31 August 2022

Undiscounted lease payments to bereceived
Due within one year

1,514

863

Due after one year through two years

1,305

815

Due after two years through three years

443

660

Due after three years through four years

305

544

Due after four years through five years

171

407

Due after five years

207

814

3,948

4,106

Unearned finance income

51

59

Net investment in the lease

3,897

4,046

Total

－

118

－

(iii) Amount pertaining to lease receivables recognized in the Consolidated statement of profit or loss
(Millions of yen)
Year ended 31 August 2021
Finance income from net investment in theleaseYear ended 31 August 2022
18

22

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 2021

Year ended 31 August 2022

Income on variable lease payments

88

96

Income on fixed lease payments

1,324

1,281

(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 2021

Year ended 31 August 2022

Undiscounted lease payments to bereceived
Due within one year

1,212

635

Due after one year through two years

572

519

Due after two years through three years

236

383

Due after three years through four years

236

309

Due after four years through five years

236

205

Due after five years

236

120

2,733

2,174

Total

－

119

－

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
2020

Recognizedin profit or loss
(Note)

Recognizedin othercomprehensive
incomeRecognizeddirectly inequityAs at
31 August 2021

Accrued business tax

1,484

780

-

-

2,265

Accrued for bonuses

3,982

645

-

-

4,627

5

5

-

-

11

1,919

4,651

-

-

6,570

(169)

-

104

-

(64)

Depreciation

7,640

1,512

-

-

9,152

Net gains / (losses) onrevaluation of cash flow hedges(5,405)-(12,513)

4,221(13,697)

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

10,870

1,455

-

-

12,326

Others

14,202(9,351)

-

-

4,851

Subtotal

32,636(299)(12,408)

4,221

24,149Tax losses carried forward

5,049(1,934)

-

-

3,115

Net deferred tax assets / (liabilities)

37,686(2,234)(12,408)

4,221

27,265

Temporary differences

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

－

120

－

(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.
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 2021

As at
31 August 2022

Unrecognized tax losses carried forward

41,382

43,636

Deductible temporary differences

12,766

21,70554,14865,342

Total

－

121

－

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 2021

As at
31 August 2022

First year

167

229

Second year

289

283

Third year

266

958

Fourth year

3,183

1,167

Fifth year and thereafter

37,47540,99941,382

43,636

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 temporary differences associated with undistributed retained earnings of subsidiaries for which
deferred tax liabilities have not been recognized as at 31 August 2021 and 31 August 2022 were 430,902 million yen and595,819 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.
B. Income taxes(Millions of yen)
Year ended
31 August 2021

Year ended
31 August 2022

Current tax

87,800126,502

Deferred tax

2,388

2,331

90,188

128,834

Total

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 2021

Year ended
31 August 2022

Statutory income tax rate

30.6%

30.6%

Unrecognized deferred tax assets

4.0%

2.7%

Difference in statutory income tax rates of subsidiaries(3.0)%(3.7)%

Undistributed earnings of foreign subsidiaries

1.5%

0.7%

Foreign withholding tax

1.4%

1.7%

Others(0.6)%(0.8)%

Effective tax rate

33.9%

31.2%

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122

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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 2021

As at
31 August 2022

Trade payables

179,988299,917

Notes payables

13

15

Other payables

40,05550,360220,057

350,294Total
20. Provisions
The breakdown of provisions as at each year end is as follows:(Millions of yen)
As at
31 August 2021

As at
31 August 2022

41,19550,362

41,19550,362Current liabilities

2,149

2,581

Non-current liabilities

39,04647,780Asset 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 2021

41,195Additional provisions

8,567

Amounts utilized(1,988)

Increase in discounted amounts arising from passage of time

685

Others1,901

Balances as at 31 August 2022

50,362

Please 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.

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21. Equity and Other Equity Items
A. Share Capital

Balances as at 1 September
2020

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

300,000,000

Increase / (decrease) (Note)
Balances as at 31 August
2021

Capital stock(Millions ofyen)

Capital surplus(Millions ofyen)

102,100,543

10,27323,365-44,128-1,995

106,073,656

102,144,671

10,27325,36045,012-

2,473

102,189,683

10,273

27,834

Increase / (decrease) (Note)
Balances as at 31 August
2022

300,000,000

106,073,656(Note) The primarily factor for the increase / (decrease) in the number of shares in circulation was the increase / (decrease) in thenumber of treasury stock as indicated below.
B. Treasury Stock and Capital Surplus(1) Treasury Stock
Number of shares(Shares)Amount(Millions of yen)

3,973,113

15,129160

12(44,288)(168)

3,928,985

14,973169

12(45,181)(172)

3,883,973

14,813

Balances as at 1 September 2020
Acquisition of treasury stock less than one unit
Exercise of stock options
Balances as at 31 August 2021
Acquisition of treasury stock less than one unit
Exercise of stock options
Balances as at 31 August 2022
(2) Capital surplus(Millions of yen)
Capital reserve

Gain / (loss) on
disposalof treasury stock

Stock options

Others

Total

Balances as at 1 September
2020

4,578

7,980

7,246

3,559

23,365

Disposal of treasury stock

-

1,836

-

-

1,836

Share-based payments

-

-

159

-

159

4,578

9,816

7,405

3,559

25,360

Disposal of treasury stock

-

2,089

-

-

2,089

Share-based payments

-

-

384

-

384

4,578

11,906

7,789

3,559

27,834

Balances as at 31 August
2021

Balances as at 31 August
2022

Please refer to “29. Share-based Payments” for details of share-based payments (stock options).
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124

－

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 2021

Year ended
31 August 2022

Exchange differences on translation of foreign operations

1,921

7,386

Cash flow hedges

(175)

2,612

Other comprehensive income

1,745

9,999

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 2021
Amount ofdividends(Millions of yen)

Dividends per share(Yen)

Board of Directors’ meeting held on 4 November 2020

24,504

240

Board of Directors’ meeting held on 8 April 2021

24,511240

Amount ofdividends(Millions of yen)

Dividends per share(Yen)

Resolutions

Year ended 31 August 2022
Resolutions
Board of Directors’ meeting held on 2 November 2021

24,514

240

Board of Directors’ meeting held on 14 April 2022

28,608280

Dividend which effective date is after fiscal 2022 is as follow:
Resolutions
Board of Directors’ meeting held on 1 November 2022

Amount ofdividends(Millions of yen)

Dividends per share(Yen)

34,744340

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.

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125

－

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.
Year ended 31 August 2021
Revenue(Millions of yen)

Percent of Total
(%)

Japan

842,628

39.5

Greater China

532,249

25.0

Other parts of Asia & Oceania

202,472

9.5

North America & Europe

195,4299.2

1,772,780

83.1

GU (Note 2)

249,438

11.7

Global Brands (Note 3)

108,204

5.1

2,569

0.1

2,132,992

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
Other parts of Asia & Oceania:

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(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.

－

126

－

Year ended 31 August 2022
Revenue(Millions of yen)

Percent of Total
(%)

Japan

810,261

35.2

Greater China

538,564

23.4

Other parts of Asia & Oceania

307,981

13.4

North America & Europe

272,21711.8

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:
Other parts of Asia & Oceania:

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

North America & Europe:

Australia, Vietnam, India
United States of America, Canada, 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.
B. Liabilities arising from contracts with customers are as stated below.
(Millions of yen)
Year ended
31 August 2021

Year ended
31 August 2022

Advances received from customers

1,572

2,152

Refund liabilities

1,558

1,882

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.

－

127

－

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 2021

Year ended
31 August 2022

Advertising and promotion

66,576

79,267

Lease expenses

62,49478,347

Depreciation and amortization

177,910

180,275

Outsourcing

50,32055,420

Salaries

285,361

318,618

Distribution

91,375

93,122Others84,38995,102

818,427

900,154

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 2021

Year ended
31 August 2022

2,912

4,727

8,708

-

6,617

12,223

18,238

16,951Other income
Foreign exchange gains (Note 1)
Gain on reclassification of foreign exchange differences on translation offoreign operations (Note 2)
Others
Total(Millions of yen)
Year ended
31 August 2021

Year ended
31 August 2022

985

1,136

Impairment losses

16,90823,150

Others

7,421

3,104

25,31527,391Other expenses
Loss on retirement of property, plant and equipment

Total(Note 1) Currency adjustments incurred in the course of operating transactions are included in “Other income”.
(Note 2) The amount represents gain reclassified to profit and loss due to the liquidation of J Brand, Inc. during the year ended 31
August 2021.

－

128

－

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 2021

Year ended
31 August 2022

Foreign exchange gains (Note)

19,222

114,324

Interest income

4,589

9,469

47

26

23,859123,820

Finance income

Others
Total(Millions of yen)
Year ended
31 August 2021

Year ended
31 August 2022

6,990

7,560

7

-

6,998

7,560

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

－

129

－

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 2021
(Millions of yen)Amountrecordedduring the year

Reclassification
adjustment

Amount before
income taxes

Income taxes

Amount after
income taxes

436

-

436

104

541

436

-

436

104

541

28,975(8,708)20,266-

20,266

38,644203

38,847(12,513)

26,333

65

-

65

-

65

67,684(8,505)59,179(12,513)

46,665

68,121(8,505)59,616(12,408)

47,207

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 exchange differences on translation of foreign operations reclassification adjustment of (8,708) million yen is the amounttransferred to profit or loss due to the liquidation of J Brand, Inc. during the year ended 31 August 2021.
In addition, the cash flow hedge reclassification adjustment of 203 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. There is notransfer amount for the previous consolidated fiscal year.

－

130

－

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. There is notransfer amount for the previous consolidated fiscal year.

－

131

－

27. Earnings per ShareYear ended 31 August 2021

Year ended 31 August 2022

Equity per share attributable to ownersof the Parent (Yen)

10,930.42

Equity per share attributable to ownersof the Parent (Yen)

15,281.90

Basic earnings per share for the year (Yen)

1,663.12

Basic earnings per share for the year (Yen)

2,675.30

Diluted earnings per share for the year (Yen)

1,660.44

Diluted earnings per share for the year (Yen)

2,671.29(Note) The basis for calculation of basic earnings per share and diluted earnings per share for the year is as follows:Year ended
31 August 2021

Year ended
31 August 2022

169,847

273,335--

Profit attributable to common shareholders (Millions of yen)

169,847

273,335

Average number of common stock during the year (Shares)

102,125,851

102,170,095--

Increase in number of common stock (Shares)

164,744

153,113(share subscription rights)(164,744)(153,113)

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)

－

132

－

28. Cash Flow Information
A. Liabilities of financing activities
Liabilities of financing activities are as follows:Year ended 31 August 2021
(Millions of yen)
Variation without cash flow
Balances as at
1 September
2020

Variation withcash flow

Foreigncurrencytranslation
reserve

New lease
contracts

Balances as at
31 August
2021

OthersShort-term borrowings

15,154(3,556)

1,565

-

-

13,163

Corporate bonds

469,342(100,000)

-

-

128

369,471

Lease liabilities

466,179(148,248)

10,082

142,346(9,700)460,658

Total

950,675(251,805)

11,648142,346(9,571)

843,292(Note) 100,000 million yen in 2nd non-collateralized corporate bonds (interest rate: 0.291%; date of maturity: 18 December 2020)
have been redeemed.
Year ended 31 August 2022
(Millions of yen)
Variation without cash flow
Balances as at
1 September
2021

Variation withcash flow

Foreigncurrencytranslation
reserve

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

B. Important non-cash transactions
Year ended 31 August 2021
The amount of increase or decrease in right-of-use assets is listed in "17. Leases."
Year ended 31 August 2022
The amount of increase or decrease in right-of-use assets is listed in "17. Leases."

－

133

－

Balances as at
31 August2022

OthersC. Information on corporate bonds as at 31 August 2021 and 2022 is as follows:(Millions of yen)Company name

FAST RETAILING CO.,LTD.
FAST RETAILING CO.,As at
31 August
2021

As at
31 August2022

Interest
rate (%)

Date ofmaturity

49,97649,9950.491

December
2022

69,91569,9350.749

December
2025

79,943

79,9750.110

6 June2018

29,95529,9670.220

6 June2025

6 June2018

99,813

99,841

0.405

6 June2028

39,86739,8750.880

369,471369,589-

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

-

-

－

134

－

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
2nd share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Groupsubsidiaries:

2nd share subscription rights
B type14

4Employees of theCompany:
Employees of Groupsubsidiaries:

139

584

Number of stock options by type of shares(Note)

Common stock:maximum 13,894 shares

Common stock:maximum 51,422 shares

Grant date

15 November 201115 November 2011

To serve continuously until thevesting date (14 November 2014)

To serve continuously until thevesting date (14 December 2011)

after the grant date (15 November
2011)

after the grant date (15 November
2011)

From 15 November 2011 to
14 November 2014

From 15 November 2011 to
14 December 2011

From 15 November 2014 to

From 15 December 2011 to

14 November 2021

14 November 2021

Equity settlement

Equity settlement

Vesting conditions

Eligible service period
Exercise period
Settlement

－

135

－

3rd share subscription rights
A typeEmployees of theCategory and number of grantees

Company:
Employees of Group

3rd share subscription rights
B type18

subsidiaries:

8

Employees of theCompany:
Employees of Groupsubsidiaries:

136

615

Number of stock options by type of shares

Common stock:

Common stock:(Note)

maximum 10,793 sharesmaximum 39,673 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

Common stock:

Common stock:(Note)

maximum 7,564 sharesmaximum 29,803 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

136

－

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

Common stock:

Common stock:(Note)

maximum 21,732 sharesmaximum 33,062 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

Common stock:

Common stock:(Note)

maximum 2,847 sharesmaximum 25,389 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

－

137

－

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

Common stock:

Common stock:(Note)

maximum 2,821 sharesmaximum 31,726 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

Employees of theCompany:
Employees of Groupsubsidiaries:

8th share subscription rights
B type19

27

Employees of theCompany:
Employees of Groupsubsidiaries:

395

1,152

Number of stock options by type of shares(Note)

Common stock:maximum 5,454 shares

Common stock:maximum 48,178 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

－

138

－

9th share subscription rights
A typeCategory and number of grantees

Employees of theCompany:
Employees of Groupsubsidiaries:

9th share subscription rights
B type17

32

Employees of theCompany:
Employees of Groupsubsidiaries:

419

1,267

Number of stock options by type of shares

Common stock:

Common stock:(Note)

maximum 4,057 sharesmaximum 36,275 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

－

139

－

9th share subscription rights
C typeCategory and number of grantees

Employees of the10th share subscription rights
A type40

Company:

Employees of theCompany:
Employees of Groupsubsidiaries:

11

46

Number of stock options by type of shares(Note)

Common stock:maximum 4,733 shares

Common stock:maximum 3,548 shares

Grant date

9 November 2018

8 November 2019

To serve continuously until the

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

vesting date (7 November 2022)
after the grant date (8 November

2018)

2019)

From 9 November 2018 to

From 8 November 2019 to

8 November 2021

7 November 2022

Exercise period

9 November 2021

From 8 November 2022 to
7 November 2029

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

10th share subscription rights
B typeCategory and number of grantees

Employees of theCompany:
Employees of Groupsubsidiaries:528

10th share subscription rights
C typeEmployees of theCompany:

40

1,389

Number of stock options by type of shares(Note)

Common stock:maximum 37,424 shares

Common stock:maximum 3,666 shares

Grant date

8 November 20198 November 2019

To serve continuously until the

To serve continuously until thevesting date (7 December 2019)
after the grant date (8 November

vesting date (7 November 2022)
after the grant date (8 November

2019)

2019)

From 8 November 2019 to

From 8 November 2019 to

7 December 20197 November 2022

Exercise period

From 8 December 2019 to
7 November 2029

8 November 2022

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

－

140

－

11th share subscription rights
A typeCategory and number of grantees

Employees of theCompany:
Employees of Groupsubsidiaries:

11th share subscription rights
B type18

47

Employees of theCompany:
Employees of Groupsubsidiaries:

694

1,435

Number of stock options by type of shares

Common stock:

Common stock:(Note)

maximum 2,175 sharesmaximum 22,306 shares

Grant date

13 November 2020

13 November 2020

To serve continuously until the

To serve continuously until thevesting date (12 November 2023
after the grant date (13 November

vesting date (12 December 2020)
after the grant date (13 November

2020)

2020)

From 13 November 2020 to

From 13 November 2020 to

12 November 2023

12 December 2020

Exercise period

From 13 November 2023 to
12 November 2030

From 13 December 2020 to
12 November 2030

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period

11th share subscription rights
C typeCategory and number of grantees

Employees of theCompany:

12th share subscription rights
A type41

Employees of theCompany:
Employees of Groupsubsidiaries:

19

47

Number of stock options by type of shares

Common stock:

Common stock:(Note)

maximum 3,777 sharesmaximum 2,907 shares

Grant date

13 November 2020

12 November 2021

To serve continuously until the

To serve continuously until thevesting date (12 November 2023)
after the grant date (13 November

vesting date (11 November 2024)
after the grant date (12 November

2020)

2021)

Eligible service period

From 13 November 2020 to
12 November 2023

From 12 November 2021 to
11 November 2024

Exercise period

13 November 2023

From 12 November 2024 to
11 November 2031

Settlement

Equity settlement

Equity settlement

Vesting conditions

－

141

－

12th share subscription rights
B typeCategory and number of grantees

Employees of theCompany:
Employees of Groupsubsidiaries:

12th share subscription rights
C type736

Employees of the

39

Company:
1,521

Number of stock options by type of shares

Common stock:

Common stock:(Note)

maximum 30,757 sharesmaximum 3,108 shares

Grant date

12 November 2021

12 November 2021

To serve continuously until the

To serve continuously until thevesting date (11 December 2021)
after the grant date (12 November

vesting date (11 November 2024)
after the grant date (12 November

2021)

2021)

From 12 November 2021 to

From 12 November 2021 to

11 December 2021

11 November 2024

Exercise period

From 12 December 2021 to
11 November 2031

12 November 2024

Settlement

Equity settlement

Equity settlement

Vesting conditions

Eligible service period(Note) The number of stock options is equivalent to the number of shares.
Expenses recognized as share-based payments are as follows:(Millions of yen)
Year ended
31 August 2021

Year ended
31 August 2022

2,179

2,703

Expenses recognized
Share-based payments

－

142

－

(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 2021

Year ended
31 August 2022

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

24,561

20,015Granted

28,24836,751

Forfeited

(815)

(930)

Vested(31,979)(38,345)

20,015

17,491

Non-vested at end of the year

Year ended
31 August 2021

Year ended
31 August 2022

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

VestedOutstanding at beginning of the year

148,450

135,352

Vested31,97938,345

Exercised(44,288)(45,181)

Forfeited

(789)

(412)

135,352

128,104

Outstanding at end of the year

All stock options are granted with an exercise price of 1 yen per share.
(b) Stock price on exercise date
Stock options exercised during the year ended 31 August 2022 are as follows:
Number of shares(Shares)

Type
Stock options

Weighted-average stock priceon exercise date (Yen)45,181

69,342(c) Expected life of stock options
The weighted-average expected life of outstanding stock options as at 31 August 2022 was 5.60 years.
In addition, the weighted-average expected life of outstanding stock options as at 31 August 2021 was 5.52 years.

－

143

－

B. Methods of estimating fair value of stock options, etc.
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.

－

144

－

Also, the methods of estimating fair value of 11th share subscription rights A type, B type, and C type granted during the year
ended 31 August 2021, were as follows:(1) Valuation model: Black-Scholes model(2) The following table lists the inputs to the model used:
11th share subscription rights
A type11th share subscription rights
B typeFair value

77,559 yen

78,236 yen

Share price80,620 yen

80,620 yen

Exercise price

1 yen

1 yen

Stock price volatility (Note 1)

34%

35%

6.5 years

5.04 years

480 yen / share

480 yen / share(0.0835%)(0.09188%)

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

11th share subscription rights
C typeFair value

79,192 yen

Share price80,620 yen

Exercise price

1 yen

Stock price volatility (Note 1)

31%

Expected life of options (Note 2)

3 years

Expected dividends (Note 3)

480 yen / share

Risk-free interest rate (Note 4)(0.13%)

Notes: 1. Stock price volatility is computed based on the actual results of 6.5 years for A type (from June 2014 to November 2020),
5.04 years for B type (from December 2015 to November 2020), and 3.0 years for C type (from December 2017 toNovember 2020).
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.

－

145

－

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 2021

As at
31 August 2022

Interest-bearing borrowings

382,634

371,496

Lease liabilities

460,658

480,725

Cash and cash equivalents

1,177,736

1,358,292

Net interest-bearing borrowings(334,443)(506,069)

Equity1,162,298

1,615,402

Interest-bearing borrowings includes corporate bonds and borrowings. As at 31 August 2021 and 2022, the Group maintained aposition where the carrying amount of cash and cash equivalents exceeded the total amounts of interest-bearing borrowings andlease liabilities.
As at 31 August 2022, 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.

－

146

－

C. Categories of financial instruments(Millions of yen)
As at
31 August 2021

As at
31 August 2022

Trade and other receivables

50,54660,184

Other current financial assets

56,157

123,446

Other non-current financial assets

66,113

163,849

1,008

490

209

94

49,446258,697

Trade and other payables

220,057

350,294

Other current financial liabilities

104,969

209,286

Current lease liabilities

117,083

123,885

Non-current financial liabilities

370,799

241,022

Non-current lease liabilities

343,574

356,840

280

1,204

3,256

353

Financial assets
Loans and receivables

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 throughprofit 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, available-for-sale investments 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 entered 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.

－

147

－

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 1,631,305 million yen as at 31 August 2022.
(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 over variable factors are constant. Furthermore, this does not include the effect ofconversion of financial instruments denominated the functional currencies, and revenue, expenses, assets, and liabilities ofoverseas sales entities into presentation currency.
Year ended
31 August 2021

Year ended
31 August 2022

USD

106.96120.52EUR

128.01133.29USD(4,318)(3,762)

EUR

(209)

(189)

USD

(10,693)(16,751)

EUR

(187)

(242)

Average exchange rate (Yen)

Impact on profit before income taxes (Millions of yen)

Impact on other comprehensive income (Millions of yen)

－

148

－

(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 August2021

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022-

125.57

-

4

-

577

-

58

(EUR/$)(EUR/$)

0.84(EUR/$)(EUR/$)

27

-

2,932

-

24

-

(£/$)

5

-

628

-

(25)

-

(sell GBP)

0.76
(£/$)

Buy USD(sell KRW)

1,147.18

-

43

-

4,725

-

69

-

(KRW/$)(KRW/$)

Buy USD(sell TWD)

27.86

29.98

18

20

2,033

2,730

(6)

36

(TWD/$)(TWD/$)

1.35(SGD/$)(SGD/$)

2

-

221

-

(1)

-

(THB/$)

1

-

166

-

6

-

(sell THB)

31.12
(THB/$)

Buy USD(sell RUB)

-

77.93

-

51

-

9,183

-

(1,204)(RUB/$)(RUB/$)
8

-

927

-

(11)

-

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

Buy USD(sell SGD)
Buy USD

Buy USD(sell VND)

23,142.72-(VND/$)(VND/$)

Buy EUR

1.22($/EUR)($/EUR)

22

-

2,967

-

(88)

-

1.42
($/£)

($/£)

4

-

659

-

(17)

-

0.00
($/KRW)($/KRW)

50,620

-

4,800

-

(21)

-

(sell USD)
Buy GBP(sell USD)
Buy KRW(sell USD)

－

149

－

(ii) Derivative transactions to which hedge accounting is applied
Foreign currencies
Average exchange rates(Millions ofrespective currency)
31 August2021

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022

111.87
(¥/$)

6,034

8,094

634,094

905,578

21,481126,083(sell JPY)

105.09(¥/$)

Buy USD

0.82

0.83

324

210

34,57924,319

(327)

3,876

(sell EUR)

(EUR/$)(EUR/$)

Buy USD(sell GBP)

0.73

0.72

110

72

12,215

7,330

(306)

1,474

(£/$)

(£/$)

Buy USD(sell KRW)

1,116.47(KRW/$)

1,243.00(KRW/$)

108281

11,42335,884502

2,379

Buy USD

1.39(SGD/$)

0

5

22

701

0

(0)

(sell SGD)

1.36
(SGD/$)

Buy USD

32.46

34.43

5

11

551

1,444

0

40

(sell THB)

(THB/$)(THB/$)

Buy USD(sell MYR)

4.25

4.41

6

8

674

1,162

(2)

2

(MYR/$)(MYR/$)

Buy USD(sell AUD)

1.32
(AUD/$)

1.43(AUD/$)

24

37

2,617

5,148

103

72

Buy USD

1.29(CAD/$)

6

11

652

1,499

7

28

(sell CAD)

1.25
(CAD/$)

Buy USD

49.34

55.46

5

21

632

2,876

15

59

(sell PHP)

(PHP/$)(PHP/$)

Buy USD(sell SEK)

-

8.75

-

8

-

10,704-191(SEK/$)(SEK/$)

Buy EUR(sell USD)

8.35($/EUR)($/EUR)

13-

12,107-36-

Foreign currency forward contracts
Over 1 year
Buy USD－150－

Average exchange rates

Foreign currencies(Millions ofrespective currency)

Contract principal(Millions of yen)

Fair value(Millions of yen)

31 August2021

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022

31 August2021

31 August2022

Buy USD

102.79108.33

3,756

4,124

386,147446,764

25,643111,043(sell JPY)

(¥/$)

(¥/$)

Buy USD(sell EUR)

0.84

0.83

224

233

24,39026,983

(17)

5,025

(EUR/$)(EUR/$)

0.74

0.77

96

112

10,81512,087

(287)

1,578

Within 1 year

Buy USD(sell GBP)

(£/$)

(£/$)

Buy USD(sell KRW)

1,146.97(KRW/$)

1,199.99(KRW/$)

117

241

12,69029,700208

3,302

Buy USD

1.34(SGD/$)

1.37(SGD/$)

56

73

6,150

10,016

7

199

30.93
(THB/$)

33.98(THB/$)

49

107

5,142

13,869

244

844

48

100

5,324

13,524

44

310

89

105

9,843

13,890

0

591

88

-

10,363

-

(387)

-

(sell SGD)
Buy USD(sell THB)
Buy USD

4.17

4.36

(sell MYR)

(MYR/$)(MYR/$)

Buy USD(sell AUD)

1.37

1.38

(AUD/$)(AUD/$)

Buy USD(sell RUB)

78.40

-

(RUB/$)(RUB/$)

Buy USD(sell CAD)

1.29
(CAD/$)

1.27(CAD/$)

52

67

5,926

9,100

(120)

286

Buy USD

14,721.74(IDR/$)

14,889.75(IDR/$)

65

98

7,377

13,605

(131)

12

53.61
(PHP/$)

57

110

6,375

14,644(16)749(sell PHP)

50.23
(PHP/$)

Buy USD

7.76

-

95

-

10,427-21-(sell HKD)

(HKD/$)(HKD/$)

Buy USD(sell CNY)

6.75

-

138

-

15,833

-

(544)

-

(CNY/$)(CNY/$)

Buy USD(sell SEK)

-

8.43

-

9

-

11,603-273(SEK/$)(SEK/$)

Buy EUR(sell USD)

2.30($/EUR)

1.06($/EUR)

24

11

6,070

1,663

16

(80)

Buy GBP

1.38
($/£)

1.18
($/£)

14

9

2,252

1,636

(7)

(20)

($/KRW)

0.00($/KRW)

-

4,226

-

482

-

16

(sell USD)
Buy IDR

0.00

0.00

72,826272,672

549

2,537

9

6

(sell USD)($/IDR)($/IDR)

Buy HKD(sell USD)

0.13

-

23

-

329

-

0

-

($/HKD)($/HKD)

Buy SEK(sell USD)($/SEK)

0.10($/SEK)

-

4

-

55

-

(2)

(sell IDR)
Buy USD(sell USD)
Buy KRW(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.
－

151

－

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.

(1) Credit risk exposure
Time-frame analysis for trade receivables and other financial assets is as stated below.
－

152

－

Year ended 31 August 2021
(Millions of yen)
Items measured in an amount equivalent to the
expected credit losses for the entire period

Number of days elapsed
after due dateFinancialassetsfor which theallowancefor doubtful
accounts isalwaysmeasuredas an amountequivalent to
expected losses
for the whole
periodFinancialassetsfor which thecredit risk hassignificantly
increased sinceinitialrecognition

Creditimpaired
financial assets

127,637

44,543

40-

172,221

51

180

0

-

232

317

7

2

-

327

386

237

46

28

697

128,392

44,9698928

173,479

Items recorded
in an amountequivalent to
12 months of
expected credit
losses

Before due date has elapsed
Within 90 days
Over 90 days but within
one yearOver one year
Term-end balance

Total

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-

212,037

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

Items recorded
in an amountequivalent to
12 months of
expected credit
losses

Before due date has elapsed

Term-end balance

Total(2) Allowances for Doubtful Accounts
Changes in allowances for doubtful accounts for trade receivables and other financial assets are as stated below.
－ 153 －

Year ended 31 August 2021
(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

64

1,284

46

-

1,395

Increase during period

8

55

19

28

111

Decrease during period(intended use)

(0)

(699)

-

-

(699)

(28)

(106)

(46)

-

(181)

Other changes

15

22

-

-

37

Term-end balance

59

557

19

28

664

Decrease during period(reversals)

－

154

－

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

(0)

(11)

(3)

0

(15)

Decrease during period(reversals)

(19)

(258)

(7)

(1)

(287)

Other changes

60

42

0

-

102

Term-end balance

99

526

13

26

666

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.

－

155

－

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)More than More than More than
2 years but 3 years but 4 years but
withinwithinwithin3 years
4 years
5 years

Carrying
amountContractual Less thancash flows
1 year1 to 2years

Over
5 years

Trade and other payables

220,057

220,057

220,057

-

-

-

-

-

Short-term borrowings

13,163

13,163

13,163

-

-

-

-

-

Corporate bonds

369,471370,000-

130,000-

30,00070,000140,000

343,574

360,474-

86,41761,48946,86228,000137,705

117,083

120,492

120,492

-

-

-

-

-

91,80591,80591,805

-

-

-

-

-

3,536

3,536

2,493

553

489

-

-

-

1,158,693

1,179,530

448,013

216,971

61,97876,862

98,000277,705

Trade and other payables

350,294

350,294

350,294

-

-

-

-

-

Short-term borrowings

1,764

1,764

1,764

-

-

-

-

-

Corporate bonds

369,589

370,000

130,000-

30,00070,000-140,000

Long-term finance lease
Liabilities

356,840

373,047-

89,926

66,99049,00434,410132,714

Short-term finance lease
Liabilities

123,885

127,767

127,767

-

-

-

-

-

Deposits

77,55077,55077,550

-

-

-

-

-

1,557

1,557

1,513

43

1

-

-

-

1,281,482

1,301,981

668,890

89,96996,991

119,004

34,410272,714

As at 31 August 2021
Non-derivative financial
Liabilities

Long-term finance lease
Liabilities
Short-term finance lease
Liabilities
Deposits
Derivative financial liabilities
Foreign currency forward
Contracts
Total
As at 31 August 2022
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.

－

156

－

H. Fair value of financial instruments(Millions of yen)
As at 31 August 2021
Carrying
amounts

As at 31 August 2022

Fair value

Carrying
amounts

Fair value

Financial assets
Bonds

-

-

135,214134,264

64,50265,35868,626

69,09364,50265,358203,840

203,357

369,471375,144369,589

370,513369,471375,144369,589

370,513

Security deposits / guarantees
Total
Financial liabilities
Corporate bonds
Total(Note) The amount above includes the outstanding balance of bonds corporate 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.

－

157

－

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 2021

Level 1

Financial assets measured at fair value throughother comprehensive income
Net financial assets and financial liabilities

As at 31 August 2022

other comprehensive income
Net financial assets and financial liabilities

199

1,008

-

(71)

-

(71)

-

46,190-46,190808

46,118

199

47,127

Level 2

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

Total

-

Level 1

Financial assets measured at fair value throughLevel 3808

measured at fair value through profit or loss
Net financial assets and financial liabilities
designated as hedging instruments — Fair value
Net amount

Level 2For 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 the immediately preceding figures available for eachquarter.
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.

－

158

－

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 2021

Year ended
31 August 2022

Short-term employee benefits

837

833

Share-based payments

31

52

869

885

Total

Transactions with officers and major shareholders (individuals only), etc. of the reporting entity submitting these consolidated
financial statements.
Year ended 31 August 2021 (from 1 September 2020 to 31 August 2021)
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

428

Lease
liabilities

6,744

Store renting

109

Lease
liabilities

3,971

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.
Current consolidated accounting year (From 1 September 2021, through 31 August 2022)

Type

Company
in which
officers
and close
relatives
hold amajorityof votingrightsName ofCompany,
etc., orpersonal
nameLocation

TTY
Amsterdam,
Management
Netherlands
B.V.

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

－

159

Transaction
Details

Transaction
Amount(millions of
yen)

Item

Term-end
Balance(millions ofyen)Store renting

746

Lease
liabilities

6,349

Rent of store
properties
by oursubsidiary
Servesconcurrently
as an officer－

Company
in which
officers
and close
relatives
hold amajorityof votingrights546
Broadway,
LLC

New York

Rent of store
properties
by oursubsidiary

Assetsholdings,
managing,
etc.

-

-

Store renting

Leaseliabilities

482

4,644

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 2021

As at
31 August 2022

Commitment for the acquisition of property, plant and equipment

21,492

32,926

Commitment for acquisition of intangible assets

1,487

2,202

22,97935,128Total

34. Contingent Liabilities
Year ended 31 August 2021
Not applicableYear ended 31 August 2022
Not applicable
35. Subsequent Events
Not applicable
E. Others
Quarterly information for the year ended 31 August 2022
(Cumulative period)First quarter

Second quarter

Third quarter

627,391

1,218,977

1,765,106

2,301,122

134,208

212,566

349,255

413,584

Quarterly net income (Millions of yen)

93,592

146,844

237,836

273,335

Earnings per share (Yen)916.21

1,437.41

2,327.96

2,675.30

First quarter

Second quarter

Third quarter

Fourth quarter

916.21521.23890.52347.40

Revenue (Millions of yen)
Quarterly income before income taxes andnon-controlling interests (Millions of yen)

(Accounting period)
Quarterly earnings / (losses) per share (Yen)

－

160

－

Fiscal year

10. Financial statements(1) Balance Sheet(Millions of yen)
As at 31 August 2021

As at 31 August 2022

ASSETS
Current assets
Cash and deposits
Operating accounts receivable

589,833

543,933※1 40,936※1 38,363

Securities
Short-term loans receivable from subsidiaries and associates

146,449
38,039149,496
65,664

Accounts receivable from subsidiaries and associates
Others

24,778
5,772

22,368
7,624

Allowance for doubtful accounts(4,747)(7,552)

Total current assets

841,061

819,900

30,762※3 (10,608)

30,754※3 (12,978)20,154

17,776

Non-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

375

389

※3 (273)※3 (288)

102

100

3,204
※3 (2,030)

9,057※3 (2,670)

1,174

6,387

1,123
1,306

1,123
379

※3 (1,086)※3 (290)

219

88

5

26

22,77925,50347,17447,949Software in progress
Others

3,106
10

10,66910

Total intangible assets

50,291

58,629Investments and other assets
Investment securities

969

450

Shares of subsidiaries and associates
Investments in capital of subsidiaries and associates

140,8489,251

420,3629,251

Long-term loans receivable from subsidiaries and associates
Leases and guarantee deposits

14,779
6,202

7,213
5,732

Deferred tax assets
Lease receivables

4,847
15,587

4,997
14,136

OthersAllowance for doubtful accounts

46(6,265)

1(3,900)Total investments and other assets

186,265458,244

Total property, plant and equipment
Intangible assets
SoftwareTotal non-current assets
Total assets

－

161

－

259,336542,378

1,100,398

1,362,278

(Millions of yen)
As at 31 August 2021

As at 31 August 2022

LIABILITIESCurrent liabilities
Current portion of corporate bonds-

130,000

6,335
5,463

7,063
6,380

Deposits received
Provision for bonuses※1 21,156※1 33,004

3,193

3,501

Income taxes payable
Others598
2,548

40,012
2,344

Total current liabilities

39,295

222,306

Non-current liabilities
Corporate bonds payable

370,000

240,000

15,6803,395

14,186
3,385

435
341

1,324

3,679

3,801

393,532

262,698

432,828

485,005

10,273

10,273

Accounts payable
Accrued expenses

Lease obligations
Guarantee deposits received
Provision for loss on guarantees
Provision for loss on business of subsidiaries and associates
OthersTotal non-current liabilities
Total liabilities
NET ASSETS
Shareholders’ equity
Capital stock
Capital surplus
Legal capital surplus

4,578

4,578

Other capital surplus

9,587

11,668

Total capital surplus

14,166

16,247818

818

185,100
465,122

185,100
670,202651,040

856,120

Retained earnings
Legal retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Total retained earnings
Treasury stock(14,973)(14,813)

Total shareholders’ equity

660,507867,828

(338)

1,660

(338)

1,660

7,400

7,784

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

－

162

－

667,569

877,273

1,100,398

1,362,278

(2) Statement of Income(Millions of yen)
Year ended
31 August 2021
Operating revenue
Management income from operating companies

Year ended
31 August 2022

※1 79,345※1 82,428※1 199,259※1 200,737

278,605

283,165

11,3609,430

Bonuses
Allowance for bonuses

1,584
2,141

1,677
3,269

Rental expenses
Depreciation

10,34818,754

10,093
21,301

Outsourcing expenses
Others

27,481
15,49032,155
18,409※1 87,162※1 96,337

Operating profit / (loss)

191,442

186,828

Non-operating income
Interest income

1,054

2,877

16
17,59057
108,106

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

115

178

※1 18,776※1 111,220

1,951
46

1,988
102

※1 1,997※1 2,091

208,221295,957

739

159

125

-

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
Total extraordinary income
Extraordinary 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

-

435

864

594

4

112

19,432

1,651

6,876

1,721

330

11

40

983
-

Total extraordinary losses

26,684

4,479

Income/(loss) before income taxes

Provision for loss on business of subsidiaries and associates
Others

182,401

292,072

Income taxes － current
Income taxes － deferred

8,540(1,424)

34,839(970)

Total income taxes

7,115

33,868

175,286

258,203

Profit / (loss)

－

163

－

(3) Statement of changes in net asset
Year ended 31 August 2021
(Millions of yen)
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Capital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplusLegalretainedearnings

10,273

4,578

7,786

12,364

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

338,851524,769---(49,015)(49,015)

-

-

-

-

175,286

175,286

-

-

-

-

-

-

-

-

-

1,801

1,801

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1,801

1,801

-

-

126,270

126,270

10,273

4,578

9,587

14,166818

185,100

465,122651,040

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(15,129)532,279

(566)

(566)

7,241

538,954

Dividends-(49,015)---(49,015)

Net income-

175,286---

175,286

Acquisition of treasury stock

(12)

(12)

-

-

-

(12)

Disposal of treasury stock

168

1,970

-

-

-

1,970

-

-

227

227

159

386

Net changes during the year155

128,228

227

227

159

128,614

Balance at the end of year

(14,973)

660,507

(338)

(338)

7,400

667,569

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

－

164

－

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

Total valuationand translation
adjustments(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 net assets

Changes during the year

Net changes of items other thanthose in shareholders’ equity

－

165

－

(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

5-10 years

Machinery, vehicle, furniture, and fixtures(b) Intangible assets (other than leased 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) Provisions for loss on guarantees
To prepare for losses related to loan guarantees for associated companies, the Company considers the financial position of theguarantee, and records an anticipated loss figure.
(d) 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.
6. Other significant matters for the preparation basis of non-consolidated financial statements(a) Application of the consolidated taxation system
－

166

－

The consolidated taxation system is applied for the Company.
(b) Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax Sharing System
Effective from the next fiscal year and onward, the Company will transition from the Consolidated Taxation System to theGroup Tax Sharing System. However, with regard to the transition to the Group Tax Sharing System as established in the Act
for Partial Revision of the Income Tax Act, etc. (Act No. 8 of 2020) and items for which the non-consolidated taxation system
was revised in conjunction with the transition to the Group Tax Sharing System, the amounts of deferred tax assets anddeferred tax liabilities are recorded based on the provisions of the tax law before revision, without applying of the provisionsof Paragraph 44 of the Implementation Guidance on Tax Effect Accounting (ASBJ Guidance No. 28, February 16, 2018)
pursuant to Paragraph 3 of the Practical Solution on the Treatment of Tax Effect Accounting for the Transition from theConsolidated Taxation System to the Group Tax Sharing System (ASBJ PITF No. 39, March 31, 2020). Furthermore, effectivefrom the beginning of the next fiscal year, the Company plans to apply the Practical Solution on the Accounting andDisclosure Under the Group Tax Sharing System (ASBJ PITF No. 42, August 12, 2021), which provides for the treatment ofaccounting and disclosures regarding income taxes, local income taxes and tax effect accounting when applying the Group Tax
Sharing System.
(Changes in accounting policy)(a) Application of the Accounting Standards for Revenue Recognition, etc.
The Accounting Standard for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020. Hereinafter, the "Revenue
Recognition Accounting Standard") was adopted in the beginning of the current fiscal year, and the Company has beenrecognizing revenue as the amount expected to be received in exchange for promised goods or services at the point in time
when control of said goods or services is transferred to the customer.
The application of the Revenue Recognition Accounting Standard, etc. is in accordance with the transitional treatment set forthin the proviso of Paragraph 84 of the Revenue Recognition Accounting Standard. However, the application of said accounting
standard has no effect on neither profit and loss nor retained earnings at the beginning of the current fiscal year.
(b) Application of the Accounting Standard for Fair Value Measurement
Accounting Standard for Fair Value Measurement (ASBJ Statement No. 30, July 4, 2019. Hereinafter, the "Fair Value
Measurement Standard") was adopted in the beginning of the current fiscal year and has been applied in accordance with thetransitional treatment set forth in the provisions of Paragraph 19 of the Fair Value Measurement Standard and Paragraph 44-2of the Accounting Standard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019). As such the Company will adopt
the new accounting policies set forth in the Fair Value Measurement Standard for the future.
This will have no impact on the financial statement.
(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 2021

As at 31 August 2022

Trade accounts receivable

40,92638,349Deposits received

20,77732,673

2. Contingent liabilities(Millions of yen)
As at 31 August 2021
Guarantees for office and retail store leases
Guarantees on loans payable to financial institutions

22,219
5,089

－

167

－

As at 31 August 2022
22,6191,792

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 2021

Year ended
31 August 2022

Ordinary revenue:
Management income from operating companies
Dividends income from subsidiaries and associates
Ordinary expense
Non-operating income

77,352
199,259

80,402200,740

2,161
545

2,859
532

83

90

Non-operating expenses (including Extraordinary
losses)(Marketable securities)

As at 31 August 2021
The fair values of the shares of subsidiaries and associates (subsidiaries 122,881 million yen and associates 17,966 million yen
on the balance sheet) are not described as they do not have a market price and the fair value is extremely difficult to determine.
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.
(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.

－

168

－

(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 2021

As at
31 August 2022

Deferred tax assets:
Provisions for bonuses
Depreciation

982
957

1,127
1,201

Loss on shares of subsidiaries and associates
Impairment losses

58,668259

57,395259

Allowance for doubtful accounts
Valuation differences on available-for-sale securities

3,372
221

3,506

Unused tax losses carried forward
Software

3,543
3,632

651
2,982

Others

5,531

7,054

Subtotal
Valuation allowance pertaining to tax loss carried forward

77,168(3,543)74,178(651)

Valuation allowance pertaining to total of future deductible
temporary difference(66,010)(65,167)

Valuation allowance subtotal(69,554)(65,818)

7,614

8,359

(1,893)(873)(1,893)(1,468)

Total deferred tax liabilities(2,766)(3,361)

Net deferred tax liabilities

4,847

4,997

Total deferred tax assets
Deferred tax liabilities:
Temporary differences on shares of subsidiaries
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 2021

As at
31 August 2022

Statutory income tax rate

30.6%

30.6%

(adjustments)
Non-taxable dividend income(33.0)(20.4)

Increase/(decrease) in valuation allowance
Foreign withholding tax

4.3
2.1

(1.3)
2.4

Others

(0.1)

0.3

3.9

11.6

Effective tax rates after applying tax effect accounting(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)
Capital Increase of a Subsidiary Company
Based on a resolution of the Board of Directors meeting held on 14 July 2022, the Company completed a capital increase payment
to Fast Retailing USA, Inc., a consolidated subsidiary of the Company, on 16 September 2022.

－

169

－

(1) Rationale for the Capital Increase
The aim is to achieve long-term growth of the US business through investing by the consolidated subsidiary.
(2) Corporate Information
Name:

Fast Retailing USA, Inc.

Location:
Capital stock:

New York, USA
USD 3,790,621 thousand (before capital increase)

Capital contribution ratio:

100% (before capital increase)(3) Summary of Capital Increase
Capital stock after capital increase:

USD 4,741,621 thousand

Payment amount:
Payment date:

USD 951,000 thousand
16 September 2022

Capital contribution ratio after capital increase:

100%Not applicable

－

170

－

(5) Supplementary schedule
Details of fixed asset

Types of assets

Balances as at
1 September
2021

Increase(Millions of yen)
Accumulated
depreciation or
Depreciation, Balances as atamortizationamortization
31 Augustas at 31during the year2022
August2022

Decrease

Property, plant and equipment
Buildings

20,154

130

36

2,471

17,776

12,978Structures

102

13

-

14

100

288

1,174

5,853

-

640

6,387

2,670

1,123

-

-

-

1,123

34

219

-

-

130

88

290

5

282

260

-

26

-

22,779

6,279

297

3,257

25,503

16,261

Software47,174

18,82810

18,04347,949-Software in progress

3,106

25,83018,267-

10,669

-

10

-

-

0

10

-

50,29144,65918,27718,04358,629-Tools, furniture, andequipment
Land
Leased assets
Construction in progress
Total property, plantand equipment
Intangible assets

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

18,828Construction cost for new system

Software in progress

25,830Construction 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

18,267－171－

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
2021

Allowance for doubtful accounts (current)
Allowance for doubtful accounts(non-current)
Provision for bonuses
Provision for loss on guarantees
Allowances for Affiliated Company Operating
LossesIncrease

Decrease

Balance as at
31 August
2022

4,747

7,552

4,747

7,552

6,265

1,076

3,442

3,900

3,193

3,501

3,193

3,501

435

-

435

-

341

1,029

46

1,324

(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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172

－

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 (the“Group”), which comprise the consolidated statement of financial position as at 31 August 2022, consolidated statement of profit orloss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
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 2022, 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
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We
are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics forProfessional 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 believe that 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 a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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173

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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
statements, the Group’s total inventories as at 31 August 2022

Our audit procedures related to this key audit matter included
the following, among others:

were JPY 453,258 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 14.2% of the Group’s
total assets. In addition, the amount of write-down of

inventory valuation approaches established by management,
including compliance with IFRSs.

inventories to net realizable value was JPY 8,283 million forthese segments.

• Assessment of the design and operating effectiveness of

The sales pattern for inventories starts with establishing an

relevant controls in place addressing the accuracy andcompleteness of inputs for selling price and cost of

initial price, and then subsequently adjusting the price based on
the season, weather and customer preferences and demand.

inventories.

Inventories are valued at the lower of cost or net realizablevalue. Selling price, a component of net realizable value, is• Involvement of our professionals with expertise in
information technology (“IT experts”) to evaluate thefrequently adjusted in response to fast-changing market
conditions, economic conditions and fashion trends. The

accuracy and completeness of inventory valuation reports by
testing the system interface controls, the report logic andadjusted selling price is reflected and maintained in IT systems.

input parameters, as well as general IT controls over the IT
system, including testing of user access controls, change

Given the nature of the Group’s businesses, changes toinventory, such as adjustments to selling prices, are frequently

management controls and IT operations controls.

made to large volumes of inventory at a Stock Keeping Units(“SKUs”) level. Inventory management is therefore highly• Evaluation of the determination of net realizable value, thejudgment regarding whether a write-down is required anddependent on the IT systems. In addition, the accuracy of theinventory valuation reports is also dependent upon the IT

the amount of write-down of inventories to net realizablevalue calculated within the inventory valuation report on asystem. As such, due to the potential impact it may have on theaccounting for the write-down of inventories to net realizable

representative sample basis.

value, there are increased risks around the appropriateness ofthe system configurations (e.g., calculation formula, report
logic, parameters, etc.), in addition to the overall maintenanceof 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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174

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Assessment of impairment indicators on store assets and assumptions used in business plan under COVID-19 pandemic
Key Audit Matter Description

How the Key Audit Matter Was Addressed in the Audit

As disclosed in Note 15 to the consolidated financial
statements, the Group had store assets attributable to

Our audit procedures related to this key audit matter included
the following, among others:

UNIQLO Japan, UNIQLO International and the GU segment
amounting to JPY 114,710 million, JPY 245,459 million and• Evaluation of management’s assessment of Impairment

JPY 29,116 million, respectively, which in the aggregate
represents 12.2% of the Group’s total assets as at 31 August

Indicators, identification of CGUs and allocation method of
relevant headquarter costs to each CGU used by2022. In addition, as disclosed in Note 6 and 15 to theconsolidated financial statements, the Group’s impairment

management, including compliance with IFRSs.

losses attributable to store assets were JPY 21,842 million forthe year ended 31 August 2022.

• Involvement of our IT experts to evaluate the accuracy andcompleteness of the impairment indicators identification

Each segment operated 799, 1,585 and 449 stores as at 31
August 2022, respectively, and the performance results ofreports by testing source data of store performance results
along with the report logic to allocate headquarter costs,

each store are maintained in an IT system. In principle, eachstore is considered as an individual cash-generating unit

report logic used to identify impairment indicators, andinput parameters, as well as the general IT controls over the(“CGU”). Management uses the performance results of stores(IT system-generated reports) as a key input when assessing

IT system, including testing of user access controls, change
management controls and IT operations controls.

whether there is any indication that store assets may be
impaired (“Impairment Indicators”). As such, due to the• Examination of the Impairment Indicators identification

potential impact it may have on the assessment of the
Impairment Indicators, there are increased risks around thereport for the completeness of stores for proper inclusion.

appropriateness of the system configurations (e.g., report
logic, parameters, etc.), in addition to the overall maintenance• Assessment of the design and operating effectiveness of therelevant controls in place to develop business plans of eachof the IT system.

store.

In particular, stores were temporarily closed and the numberof customer visits declined as people refrained from going out• Evaluation of the reasonableness of assumptions used, inparticular those relating to business plans of stores byin response to the COVID-19 pandemic, which continuously
worsened performance results of certain stores. As a result,

performing inquiries with management, evaluating thehistorical accuracy of the management’s estimates andthere are potential risks around the existence of material
impairment losses. In addition, there are risks that thecomparing those assumptions with market forecasts andobservable external information.

assessments of the Impairment Indicator and the measurement
or impairment losses may be misstated due to increased• Involvement of our valuation experts to assess the discountuncertainties on the recovery from the COVID-19 pandemic
in particular, with regards to business plans of each store used

rate used in management’s impairment assessment.

in management’s assessment.

• Evaluation of the adequacy of disclosures relating to theuncertainties of COVID-19 impact under Note to the

We identified this matter as a key audit matter given that thevalue of store assets is material, the creation of information

consolidated financial statements 2. (E) Use of Estimatesand Judgments.

used in assessment of the impairment indicators is highly
dependent on the IT system, the increased possibility that the
impairment losses may be misstated due to COVID-19 andthe increased inherent uncertainty in business plans of storesused in management’s estimates and judgements.

－

175

－

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 doingso, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Statutory Auditors and the Board of Statutory Auditors for the Consolidated
Financial Statements
Management is responsible for the preparation of the consolidated financial statements that gives a true and fair view in accordancewith 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 unlessmanagement either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Statutory Auditors and the Board of Statutory Auditors 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 frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level 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 theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with 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 to provide 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 of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events 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, andwhether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
－ 176 －

presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Groupto express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance ofthe group audit. We remain solely responsible for our audit opinion.
We communicate with Statutory Auditors and the Board of Statutory Auditors regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide Statutory Auditors and the Board of Statutory Auditors with a statement that we have complied with relevant ethicalrequirements 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 Statutory Auditors and the Board of Statutory Auditors, we determine those matters that were ofmost 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
25 November 2022

－

177

－

(TRANSLATION)
INDEPENDENT AUDITOR’s REPORT
25 November 2022
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 2022, and the nonconsolidated statement of income, and nonconsolidated statement of changes in net
asset for the 61st fiscal year from 1 September 2021 to 31 August 2022, 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 2022, 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.

－

178

－

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

How the Key Audit Matter Was Addressed in the Audit

The Fast Retailing group consists of 128 consolidated
subsidiaries and 3 associates accounted for using the equity

Our audit procedures related to this key audit matter included
the following, among others:

method.
The shares of subsidiaries and associates were JPY 420,362• Assessment of the design and operating effectiveness of themillion, represented 30.8% of the Company’s total assets on
the balance sheet as at 31 August 2022.

relevant controls over the investments in subsidiaries andassociates to address the appropriateness of the net realizable

The shares of subsidiaries and associates do not have a market

value calculated by management in accordance with the internal
policies, including review and approval. In addition, the testing

price and the valuation method is described in "Notes(Marketable securities)".

of accuracy and completeness of the financial information ofsignificant subsidiaries used in the controls.

The impairment of the shares of subsidiaries and associates• Valuation of the reliability regarding the financial information

without market price is determined by comparing the costwith the net realizable value calculated based on the net assetsof significant subsidiaries used as a basis of calculating the net
assets per share, by examining the audit procedures and audit

per share of respective subsidiaries and associates. An
impairment loss is recognized if the net realizable value isresults of respective subsidiaries performed by their auditors.

less than 50% of the cost.

• Examination of the appropriateness of management's valuationof the shares of subsidiaries and associates by comparing the

We identified this matter as a key audit matter given that thevalue of the shares of subsidiaries and associates without

cost with the net realizable value of respective subsidiaries andassociates.

market price is material on the balance sheet.

Other Information
Management is responsible for the other information. Statutory Auditors and the Board of Statutory Auditors are responsible foroverseeing the Directors' execution of duties relating to the design and operating effectiveness of the controls over the otherinformation. 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, weconclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to reportin this regard.

Responsibilities of Management and Statutory Auditors and the Board of Statutory Auditors 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.

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179

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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.
Statutory Auditors and the Board of Statutory Auditors are responsible for overseeing the Directors' execution of duties relating to thedesign 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, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events
or conditions may cause the Company to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance withaccounting principles generally accepted in Japan, as well as the overall presentation, structure and content of the nonconsolidated
financial statements, including the disclosures, and whether the nonconsolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with Statutory Auditors and the Board of Statutory Auditors regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide Statutory Auditors and the Board of Statutory Auditors with a statement that we have complied with relevant ethicalrequirements 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.
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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 2022, 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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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 61st fiscal year (1 September 2021 – 31 August 2022), and confirm they are true,
based on the Financial Instruments and Exchange Law.
2. Special items
None

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