This document has been translated from the original document in Japanese ("Yukashouken Houkokusho"), which is legally required for Recruit Holdings as a listed company in Japan to support investment decisions by providing certain information about the Company for the fiscal year ended March 31, 2023 ("FY2022"), under Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of Japan.

The Japanese original document was filed to the Director-General of the Kanto Local Finance Bureau in Japan on June 27, 2023. Please refer to "Note Regarding Reference Translation" below as a general warning for this translation document.

Document Name

Annual Report translated from Yukashouken Houkokusho

Filing Date

June 27, 2023

Fiscal Year

FY2022 (From April 1, 2022 to March 31, 2023)

Company Name in English

Recruit Holdings Co., Ltd.

Title and Name of

Hisayuki Idekoba

Representative

Representative Director, President and CEO

Address of Head Office

1-9-2 Marunouchi, Chiyoda-ku, Tokyo, Japan

Telephone Number

+81-3-3511-6383

Contact Person

Junichi Arai

Senior Vice President

Contact Location

1-9-2 Marunouchi, Chiyoda-ku, Tokyo, Japan

Definition of Abbreviations

Abbreviation

Definition

Recruit Holdings, the Holding Company

Recruit Holdings Co., Ltd. on a standalone basis

the Company, Recruit Group, We, Our

Recruit Holdings Co., Ltd. and its consolidated subsidiaries

SBU

Strategic Business Unit

BIP Trust

Board Incentive Plan Trust

Q1

Three-month period from April 1 to June 30

Q2

Three-month period from July 1 to September 30

Q3

Three-month period from October 1 to December 31

Q4

Three-month period from January 1 to March 31

FY2021

Fiscal year from April 1, 2021 to March 31, 2022

FY2022

Fiscal year from April 1, 2022 to March 31, 2023

FY2023

Fiscal year from April 1, 2023 to March 31, 2024

Definition of Financial Measures

Financial Measures

Adjusted EBITDA

Adjusted EPS

Adjusted profit

Non-recurring income/losses

Definition

Operating income + depreciation and amortization (excluding depreciation of right-of-use assets) + share-based payment expenses ± other operating income/expenses

Adjusted profit / ((number of issued shares at the beginning of the period + number of issued shares at the end of the period)/2 - (number of treasury stock at the beginning of the period +number of treasury stock at the end of the period)/2)

Profit attributable to owners of the parent ± non-recurring income/losses (excluding non-controlling interests) ± tax reconciliation related to certain non-recurring income/losses

Gains or losses from disposals of shares of associates, expenses relating to company restructuring, gains or losses from the sale or impairment of property and equipment, and income and expense items that the Company believes are unusual or non-recurring in nature which do not reflect the Company's underlying results of operations

Effective from Q1 FY2022, the Company has changed the adjustment items for adjusted EBITDA and adjusted EPS.

Supplementary Information

All comparisons in this report are year over year unless otherwise stated. The current definitions of adjusted EBITDA and adjusted EPS are applied retroactively to FY2021. Please refer to "Definition of the Financial Measures" for the current definitions.

Average Exchange Rate During The Period

(In yen)

FY2021

FY2022

US dollar

112.39

135.50

Euro

130.55

140.99

Australian dollar

83.06

92.66

Forward-Looking Statements

This document contains forward-looking statements, which reflect the Company's assumptions, estimates and outlook for the future based on the Company's plans and expectations as of March 31, 2023 unless the context otherwise indicates. There can be no assurance that the relevant forward-looking statements will be achieved. Please note that significant differences between such forward-looking statements and actual results may arise due to various factors, many of which are outside the Company's control, including changes in economic conditions, changes in individual users' preferences and enterprise clients' needs, competition, changes in the legal and regulatory environment including changes in laws and regulations or guidance, interpretation, enforcement or practice relating to laws and regulations, fluctuations in foreign exchange rates, climate change or other changes in the natural environment, the impact of the spread of COVID-19, the occurrence of large-scale natural disasters, and other factors. Accordingly, readers are cautioned against placing undue reliance on any such forward-looking statements. The Company has no obligation to update or revise any information contained in this document based on any subsequent developments except as required by applicable law or stock exchange rules and regulations.

Note Regarding Reference Translation

This document has been translated from the Japanese language original for reference purposes only and may not be used or disclosed for any other purpose without the Company's prior written consent. In the event of any conflict or discrepancy between this translated document and the Japanese language original, the Japanese language original shall prevail in all respects. The Company makes no representations regarding the accuracy or completeness of this translation and assumes no responsibility for any losses or damages arising from the use of this translation.

Third-Party Information

This document includes information derived from or based on third-party sources, including information about the markets in which we operate. These statements are based on statistics and other information from third-party sources as cited herein, and the Company has not independently verified and cannot assure the accuracy or completeness of any information derived from or based on third-party sources.

U.S. Disclaimer - Unsponsored American Depositary Receipt ("ADR")

The Company does not support or encourage, and has not consented to, the creation of any unsponsored ADR facilities in respect of its securities and in any event disclaims any liability in connection with an unsponsored ADR. The Company does not represent to any depositary institution, bank or anyone nor should any such entity rely on a belief that the Web site of the Company includes all published information in English, currently, and on an ongoing basis, required to claim an exemption under U.S. Exchange Act Rule 12g3-2(b).

Table of contents

Company Overview

1

Key Performance Indicators

1

History

3

Business

8

Major Subsidiaries and Associates

13

Employees

16

Business Overview

20

Management Philosophy and Strategies

20

Sustainability Policy and Actions

32

Risk Factors

45

Management's Discussion and Analysis of Financial Position, Results of Operations,

71

and Cash Flows

Material Contracts

78

Research and Development

78

Facilities

79

Overview of Capital Expenditures

79

Status of Major Facilities

79

Facility Establishment and Disposal Plans

80

Status of Shares, Acquisition of Treasury Stock and Dividend Policy

81

Status of Shares

81

Status of Acquisition of Treasury Stock

99

Basic Policy on Profit Distribution and Dividends

101

Corporate Governance

102

Corporate Governance Overview

102

Leadership

127

Status of Audits

153

Compensation

159

Stocks Held by the Company

167

Financial Information

173

Consolidated Financial Statements and Notes

174

Non-consolidated Financial Statements and Notes

235

Other Information

251

Outline of Share-related Administration of the Company

251

Information on the Parent Company of the Holding Company

252

Other Reference Information

252

Information on the Guarantor of the Holding Company

256

Independent Auditor's Reports

257

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Recruit Holdings Co. Ltd. published this content on 27 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2023 06:19:16 UTC.