22 nd Fiscal Period Business Report (Statement of Financial Performance) June 1, 2016 – November 30, 2016 6-2-1 Ginza, Chuo Ward, Tokyo http://www.daiwa-of_ce.co.jp/en/ I. Overview of Daiwa Office Investment Corporation To Our Investors We would like to express our deep gratitude to all our unitholders for your support of Daiwa Office Investment Corporation (DOI). In the 22nd Fiscal Period, DOI posted operating revenues of 12,853 million yen and operating income of 6,143 million yen. Our distribution per unit for the 22nd Fiscal Period is 10,695 yen, an increase by 187 yen from the 21st Fiscal Period See page 4 for financial and management highlights Average contract rent at the end of the 22nd Fiscal Period increased 114 yen from the end of the previous fiscal period to 19,219 yen, indicating an increase for the fourth consecutive fiscal period. Rent revisions contributed to 8.7 million yen increase in monthly contracted rents from the end of the previous fiscal period, which was a 6.1% rate of increase for average monthly rent. Furthermore, the rate of increase for average monthly rent stood at 7.2% due to replacement of tenants, and the occupancy rate was 97.7%. We will realize sustainable internal growth through the thorough implementation of the hands-on approach that continuously applies “Bonji-Tettei” as the code of conduct. See page 8 for details of internal growth During the 22nd Fiscal Period, DOI acquired Heiwa Higashi-nihonbashi Building on June 1, 2016, Square Daikanyama Building on June 29, 2016, Shinjuku West Building and Ogikubo TM Building on July 21, 2016 (total acquisition price: 13,392 million yen) using funds obtained through the public offering announced in July 2016. DOI will continue to selectively acquire office properties centering on the five central wards of Tokyo in an effort to further improve the value of its portfolio. See page 12 for details of external growth In financial matters, DOI promoted diversification of repayment dates by taking out long-term borrowings. DOI will continue striving to further strengthen financial structure while working to reduce future refinancing risks. See page 15 for details of financial conditions DOI will continue to increase the competitiveness of its properties and aim to achieve its medium- to long-term goal of continuous growth through the utilization of investment capacity from capital increase, etc., while increasing long-term EPS (net income after deducting gain on sales of properties). We wish for the continued success of our unitholders and ask for your continued support of DOI. Yoshimi Murakami Executive Director of Daiwa Office Investment Corporation Table of Contents I. Overview of Daiwa Office Investment Corporation To Our Investors……………………………………………… 2 II. Asset Management Report…………………………… 17 III. Balance Sheets… ……………………………………… 22 Characteristics and Strategies of Daiwa Office Investment Corporation ………………………… 3 Financial and Management Highlights………………………… 4 IV. Statements of Income and Retained Earnings…… 24 V. Statements of Changes in Net Assets……………… 25 Overview of Portfolio (portfolio list)…………………………… 5 Overview of Portfolio (portfolio distribution)…………………… 6 Internal Growth Measures… ………………………………… 8 External Growth Measures…………………………………… 12 Financial Conditions… ……………………………………… 15 Description of Asset Manager………………………………… 16 2 VI. Statements of Cash Flows… ………………………… 26 VII. Notes to Financial Statements……………………… 27 VIII. Independent Auditor’s Report… …………………… 41 IX. Investor Information… ………………………………… 42 Characteristics and Strategies of Daiwa Office Investment Corporation Characteristics of Daiwa Office Investment Corporation Office Specialized REIT REIT Focused on the Five Central Wards of Tokyo Effective application of operational knowhow specialized in office buildings Places priority on owning office buildings in favorable locations for which there is high demand Office buildings 100.0% Major Regional Cities 3.1% Greater Tokyo Five Central Wards of Tokyo 88.6% 8.3% Based on acquisition price (Note) Please note that the percentages in the above graphs are as of December 21, 2016. Growth Strategies Activities for solid growth ・Continue acquiring properties Achievement of a 500 billion yen asset size ・Leverage borrowing capacity Keep the medium-to-long term, upper-limit LTV target range within 40%~50% (billion yen) 500 400 Investment in selectively-chosen competitive properties 364.0 387.5 413.2 445.7 500.0 467.7 458.3 300 Establishment of stable revenue base ・Property management activities Continuation of “Bonji-Tettei” Thorough implementation of hands-on approach Further strengthen relations with tenants ・Maintain and improve property value Capture tenant needs by reinforcing ties with property managers Strategic renewals and lease-up activities ・Financial activities Reduce refinancing risk by extending borrowing periods and diversifying repayment dates Distribution per Unit 200 100 0 Fiscal period Fiscal period Fiscal period Fiscal period Fiscal period Fiscal period Medium-term ended ended ended ended ended ended goal May 2014 November 2014 May 2015 November 2015 May 2016 November 2016 Fiscal period ended November 2016 (22nd Fiscal Period) Fiscal period ending May 2017 (Note) The forecasts on distribution are calculated based (23rd Fiscal Period) on certain assumptions and may vary due to changes in the status and other factors. Moreover, the forecasts set forth herein should not be construed as a guarantee of distribution amounts. Fiscal period ending November 2017 (24th Fiscal Period) 10,695 yen 10,700 yen 10,710 yen (actual) (forecast) (forecast) I. Overview of Daiwa Office Investment Corporation 3 Financial and Management Highlights Steady increase of distributions due to progress in internal growth ■ Operating Revenues ■ Operating Income (million yen) 13,000 (million yen) 7,000 11,837 10,000 9,763 ■ Net Income (million yen) 6,000 12,853 12,363 10,387 6,108 5,614 5,000 7,000 5,250 6,143 4,770 4,438 3,641 3,000 5,324 4,688 4,000 4,031 2,000 4,000 0 0 0 18th Period 19th Period 20th Period 21st Period 22nd Period 18th Period 19th Period 20th Period 21st Period 22nd Period 18th Period 19th Period 20th Period 21st Period 22nd Period ■ Changes in Rental Revenues (million yen) 11,000 External growth (acquisition/full contribution from properties sold) (Note 1) 10,000 9,000 External growth (acquisition/during-the-period contribution from properties sold) (Note 2) 267 Internal growth (increase/decrease of rents of existing properties) 839 176 349 8,000 261 7,000 511 6 115 227 27 229 117 154 282 148 215 64 –55 6,000 0 17th Period 18th Period 19th Period 20th Period 21st Period 22nd Period ■ Distribution per Unit (yen) 12,000 Forecast from one year earlier 10,000 8,000 6,000 Forecast from six months earlier 5,500 6,250 6,542 5,350 5,500 5,986 Actual dividends 6,550 7,200 7,478 7,300 7,540 7,621 16th Period 17th Period 8,328 8,700 9,142 7,570 7,820 8,256 (Note 1) Amount obtained by subtracting rents and common area fees income in the previous fiscal period of properties sold in the previous fiscal period from the amount of rents and common area fees income increased compared to the previous period due to full year contribution from properties acquired in the previous fiscal period. (Note 2) Amount obtained by subtracting rents and common area fees income decreased in the current fiscal period due to sales of properties in the current fiscal period from the amount of rents and common area fees income increased in the current fiscal period due to acquisition of properties in the current fiscal period. 9,900 10,550 10,695 9,750 9,850 10,508 9,000 9,350 9,688 10,560 10,700 10,710 4,000 2,000 0 14th Period 15th Period Operating revenues (million yen) 18th Period 19th Period 20th Period 21st Period 22nd Period 23rd Period 24th Period 22nd Period 21st Period 20th Period 19th Period 18th Period (November 2016) (May 2016) (November 2015) (May 2015) (November 2014) 12,853 12,363 11,837 10,387 9,763 Operating income (million yen) 6,143 6,108 5,614 4,770 4,438 Ordinary income (million yen) 5,325 5,326 4,689 4,032 3,642 Net income (million yen) 5,324 5,250 4,688 4,031 3,641 Total number of units issued (units) 497,869 484,000 484,000 441,000 441,000 Net assets per unit (yen) 515,230 511,818 511,777 505,566 504,746 Distribution per unit (yen) 10,695 10,508 9,688 9,142 8,256 483,450 476,690 460,705 432,232 399,555 42.3 43.3 41.7 44.3 40.2 53 50 50 47 46 467.7 458.3 445.7 413.2 387.5 336,722.04 328,027.44 325,313.01 288,833.07 286,088.89 97.7 98.7 98.3 97.3 97.2 Total assets (million yen) Loan-to-value (LTV) (based on total asset value) (%) Number of investment properties Asset size (billion yen) Total rentable area (m2) Occupancy rate (%) (Note) Distribution per unit for the 22nd fiscal period is calculated by dividing the amount obtained by subtracting provision for reserve for reduction entry (164 million yen) from unappropriated retained earnings by the total number of investment units issued. 4 Overview of Portfolio (portfolio list) (as of December 21, 2016) Property Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 Address Five Central Wards of Tokyo (Note 1) Daiwa Ginza Ginza, Chuo-ku, Tokyo Daiwa Ginza Annex Ginza, Chuo-ku, Tokyo Daiwa Shibaura Shibaura, Minato-ku, Tokyo Daiwa Minami-Aoyama Minami Aoyama, Minato-ku, Tokyo Daiwa Sarugakucho Sarugakucho, Chiyoda-ku, Tokyo Daiwa A Hamamatsucho Hamamatsucho, Minato-ku, Tokyo Daiwa Jingumae Jingumae, Shibuya-ku, Tokyo Daiwa Shibadaimon Shibadaimon, Minato-ku, Tokyo Daiwa Misakicho Misakicho, Chiyoda-ku, Tokyo Daiwa Shimbashi 510 Shinbashi, Minato-ku, Tokyo Daiwa Tsukijiekimae Tsukiji, Chuo-ku, Tokyo Daiwa Tsukiji Tsukiji, Chuo-ku, Tokyo Daiwa Tsukishima Tsukishima, Chuo-ku, Tokyo Daiwa Nihonbashi Horidomecho Nihombashi-Horidomecho, Chuo-ku, Tokyo Daiwa Azabudai Azabudai, Minato-ku, Tokyo Daiwa Kyobashi Hatchobori, Chuo-ku, Tokyo Daiwa Kojimachi 4-chome Kojimachi, Chiyoda-ku, Tokyo Daiwa Onarimon Shinbashi, Minato-ku, Tokyo Shinjuku Maynds Tower (Note 5) Yoyogi, Shibuya-ku, Tokyo SHIBUYA EDGE Udagawacho, Shibuya-ku, Tokyo Daiwa Kodenmacho Nihombashi-Odenmacho, Chuo-ku, Tokyo Daiwa Jimbocho Kanda-Jimbocho, Chiyoda-ku, Tokyo Daiwa Nishi-Shimbashi Nishi-Shimbashi, Minato-ku, Tokyo Daiwa Kayabacho Building Nihombashi-Kayabacho, Chuo-ku, Tokyo Daiwa Jinbocho 3-chome Kanda-Jimbocho, Chiyoda-ku, Tokyo E SPACE TOWER Maruyamacho, Shibuya-ku, Tokyo Daiwa Nihonbashi Hongokucho Nihombashi Hongokucho, Chuo-ku, Tokyo shinyon curumu Shinjuku, Shinjuku-ku, Tokyo Daiwa Akasaka Akasaka, Minato-ku, Tokyo Daiwa Shibuya Miyamasuzaka Shibuya, Shibuya-ku, Tokyo Azabu Green Terrace Minami Azabu, Minato-ku, Tokyo Daiwa Ebisu 4-chome Ebisu, Shibuya-ku, Tokyo LAQUAS Higashi Shinjuku Okubo, Shinjuku-ku, Tokyo Concept Aoyama Jingumae, Shibuya-ku, Tokyo Shinsen Place Shinsen-cho, Shibuya-ku, Tokyo Glass City Shibuya Nanpeidaicho, Shibuya-ku, Tokyo River Gate Nihonbashi Hakozakicho, Chuo-ku, Tokyo Daiwa Hatchobori ekimae Hatchobori, Chuo-ku, Tokyo Daiwa Hatchobori ekimae West Hatchobori, Chuo-ku, Tokyo Nikko Building Nishishinjuku, Shinjuku-ku, Tokyo Kirin Nihonbashi Building Nihonbashi Koami-cho, Chuo-ku, Tokyo Heiwa Higashi-nihonbashi Building Higashi Nihonbashi, Chuo-ku, Tokyo Square Daikanyama Building Daikanyamacho, Shibuya-ku, Tokyo Shinjuku West Building Nishishinjuku, Shinjuku-ku, Tokyo Shin Kanda Mikuracho Building Kanda Mikura-cho, Chiyoda-ku, Tokyo Subtotal Greater Tokyo Area (Note 1) Daiwa Higashi-Ikebukuro Higashi-Ikebukuro, Toshima-ku, Tokyo Daiwa Shinagawa North Kita-Shinagawa, Shinagawa-ku, Tokyo Daiwa Osaki 3-chome Osaki, Shinagawa-ku, Tokyo Daiwa Kamiooka Kamiooka Nishi, Konan-ku, Yokohama City, Kanagawa Integral Tower Kamiogi, Suginami-ku, Tokyo Meguro Place Tower Meguro, Meguro-ku, Tokyo Ogikubo TM Building Ogikubo, Suginami-ku, Tokyo Subtotal Major Regional Cities (Note 1) Daiwa Meieki Meieki-Minami, Nakamura-ku, Nagoya City, Aichi Kitahama Grand Building Awaji-cho, Chuo-ku, Osaka City, Osaka Subtotal Total Acquisition Appraisal Execution Rentable Structure and Price Value at End Area (m2) No. of Floors Completion of Major of Period Share (Note 2) (Note 3) Repairs mm yen (%) (mm yen) (Note 4) 8,179.62 2,032.11 9,619.67 2,715.54 3,657.43 3,663.38 2,198.61 2,386.48 2,137.53 2,641.56 2,659.59 1,487.44 8,426.28 2,850.81 1,697.88 3,265.83 2,690.90 11,614.92 45,543.97 2,480.65 2,379.31 3,164.26 4,815.84 5,899.11 2,889.34 13,960.87 2,143.08 6,751.31 8,739.17 6,327.95 13,234.39 2,885.64 7,498.33 4,421.15 2,811.35 8,566.73 32,063.06 2,622.42 1,723.15 6,967.61 5,630.17 5,015.88 1,588.35 1,120.58 1,732.42 276,901.67 SRC B3/12F SRC B3/8F SRC B1/12F S SRC B2/5F SRC 8F SRC B2/10F RC B1/4F SRC RC B1/7F S 8F SRC B1/8F SRC 10F SRC B1/7F S 5F SRC B2/7F SRC B2/9F SRC B1/8F SRC B2/9F SRC 9F S SRC B3/34F RC B1/9F SRC 8F S B1/8F SRC B1/10F S SRC B1/8F S 9F S SRC B1/15F S 8F S RC B2/11F SRC B2/7F S B1/12F S RC B1/6F SRC B1/9F S10F S RC B1/7F RC B1/9F S SRC B1/11F S SRC RC B2/20F S SRC B1/10F SRC B1/9F SRC RC S B2/11F S SRC 7F S 7F S 6F RC 4F SRC S B1/7F July 1963 Aug. 1972 Oct. 1987 Sept. 1990 June 1985 July 1993 Dec. 1997 Nov. 1996 July 1996 Apr. 1974 Jan. 1996 Jan. 1990 July 1996 Apr. 1993 Apr. 1984 Oct. 1974 Oct. 1987 Apr. 1973 Sept. 1995 Aug. 2006 Mar. 1985 Mar. 1997 July 1993 Apr. 2010 Feb. 2010 Oct. 2002 May 2010 Jan. 2012 Sept. 1990 Dec. 1988 Sept. 2009 Dec. 1997 Aug. 2010 Nov. 2001 Sept. 2001 Feb. 2004 Feb. 1994 Feb. 2006 Feb. 1996 Aug. 1991 Feb. 1999 Mar. 2008 Mar. 2001 Mar. 1989 Jan. 1991 4,461.47 6,548.17 1,786.06 2,630.30 17,778.14 3,519.50 3,849.63 40,573.27 SRC S B1/9F SRC B1/11F S RC B1/6F S SRC B3/7F S SRC B2/18F S SRC B2/14F SRC B1/7F June 1993 July 1991 Sept. 2007 May 2011 June 1993 July 2009 Nov. 1990 7,461.90 S 12F Dec. 2007 13,517.62 S SRC B1/16F Feb. 2008 20,979.52 338,454.46 2003 2003 14,100 3.0 3,050 0.6 8,265 1.8 4,550 1.0 3,190 0.7 2,865 0.6 2,800 0.6 2,578 0.5 2,346 0.5 2006 2,080 0.4 1,560 0.3 1,240 0.3 7,840 1.7 2,520 0.5 1,600 0.3 2005 3,460 0.7 2,910 0.6 2003 13,860 3.0 133,800 28.5 5,900 1.3 2,460 0.5 4,150 0.9 5,000 1.1 5,600 1.2 3,550 0.8 24,000 5.1 1,721 0.4 9,650 2.1 9,200 2.0 7,000 1.5 14,000 3.0 4,135 0.9 8,450 1.8 9,800 2.1 4,800 1.0 16,000 3.4 28,000 6.0 2,871 0.6 1,647 0.4 13,710 2.9 8,180 1.7 6,370 1.4 2,280 0.5 942 0.2 1,592 0.3 415,622 88.6 2,958 7,710 1,650 2,000 15,220 5,600 3,800 38,938 Ownership Type Land Building simple and 16,700 Feeleasehold Fee simple 3,500 Fee simple Fee simple 7,670 Fee simple Fee simple 4,410 Fee simple Fee simple 3,340 Fee simple Fee simple 3,380 Fee simple Compartmentalized ownership 2,320 Fee simple Fee simple 2,960 Fee simple Fee simple 2,730 Fee simple Fee simple 2,470 Fee simple Fee simple 1,650 Fee simple Fee simple 1,430 Fee simple Fee simple 9,230 Fee simple Fee simple 2,530 Fee simple Fee simple 1,860 Fee simple Fee simple 3,290 Fee simple Compartmentalized ownership (100%) 2,750 Fee simple Compartmentalized ownership (100%) 13,400 Fee simple Compartmentalized ownership (100%) 122,000 Co-ownership Co-ownership 4,870 Fee simple Fee simple simple and 2,150 Feeleasehold Fee simple 3,470 Fee simple Fee simple 6,000 Fee simple Fee simple 7,710 Fee simple Fee simple 4,620 Fee simple Fee simple 32,800 Fee simple Fee simple 2,310 Fee simple Fee simple 13,700 Right of site Compartmentalized ownership (100%) 12,900 Fee simple Fee simple 8,660 Fee simple Fee simple 15,900 Fee simple Fee simple 5,380 Fee simple Fee simple 10,200 Fee simple Compartmentalized ownership (100%) 11,800 Fee simple Fee simple 6,260 Fee simple Fee simple 17,800 Fee simple Fee simple 30,100 Fee simple Fee simple 3,210 Fee simple Fee simple 1,800 Fee simple Fee simple 14,800 Fee simple Fee simple 8,230 Fee simple Fee simple 6,560 Fee simple Fee simple 2,470 Fee simple Fee simple 1,160 Fee simple Fee simple 1,680 Fee simple Fee simple 444,160 0.6 1.6 0.4 0.4 3.2 1.2 0.8 8.3 3,650 6,010 2,320 2,600 18,500 6,410 4,300 43,790 Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Fee simple Compartmentalized ownership (100%) 5,300 1.1 9,481 2.0 14,781 3.1 469,341 100.0 7,660 11,500 19,160 507,110 Fee simple Fee simple Fee simple Fee simple PML (%) 4.53 3.97 3.82 9.19 7.14 3.79 13.33 3.72 4.24 5.51 4.23 4.98 4.87 4.68 6.64 4.51 6.19 3.89 2.03 1.56 4.19 5.05 3.76 4.50 5.33 3.11 3.80 4.44 7.14 5.64 2.67 2.44 4.46 4.42 6.21 1.61 1.76 5.89 7.03 4.32 5.76 4.37 6.21 8.28 6.01 3.55 7.19 6.14 6.29 1.18 1.68 6.41 10.31 3.48 (Note 1) The Five Central Wards of Tokyo are Chiyoda, Chuo, Minato, Shinjuku and Shibuya Wards (or ku). The Greater Tokyo Area is Tokyo (excluding the Five Central Wards), and Kanagawa, Chiba and Saitama Prefectures. Major Regional Cities are the Osaka area (Osaka, Kyoto and Hyogo prefectures), Nagoya area (Aichi, Mie and Gifu prefectures) and ordinance designated cities and core cities set forth in the Local Autonomy Act. (Note 2) The Rentable Area is indicated as of November 30, 2016 (end of 22nd Fiscal Period). (Note 3) Structure acronyms are S for steel, RC for reinforced concrete and SRC for steel-reinforced concrete. (Note 4) The values entered in the Appraisal Value at End of Period column are the appraisal values in the real estate appraisal reports with a pricing point of December 1, 2016 for Shin Kanda Mikuracho Building and of November 30, 2016 (end of 22nd Fiscal Period) for other properties. (Note 5) The entrusted real estate corresponding to trust beneficiary interests that DOI owns regarding Shinjuku Maynds Tower is a co-ownership interest equal to 6/7 of the entire property. The figure shown for the Rentable Area is the figure equivalent to 6/7 of the total rentable area of the entire building. I. Overview of Daiwa Office Investment Corporation 5 Overview of Portfolio (portfolio distribution) DOI concentrates its investment in the Five Central Wards of Tokyo (Chiyoda, Chuo, Minato, Shinjuku and Shibuya) Shibuya-ku 7 Daiwa Jingumae 20 SHIBUYA EDGE 30 Daiwa Shibuya Miyamasuzaka 32 Daiwa Ebisu 4-chome 46 Daiwa Higashi-Ikebukuro Ikebukuro Sta. 46 19 Shinjuku Maynds Tower 26 E SPACE TOWER 50 34 Concept Aoyama Suginami-ku 35 Shinsen Place 36 Glass City Shibuya 43 Square Daikanyama Building Nakano Sta. 52 Ogikubo Sta. 50 Integral Tower Toshimaku 33 Higashi Shinjuku Sta. Shinjuku-ku Shinjuku-ku 44 40 Shinjuku Sta. 28 19 Yotsuya Sta. Honancho Sta. 52 Ogikubo TM Building Tokyo Metro Ginza Line Marunouchi Line Hibiya Line Tozai Line Chiyoda Line Yurakucho Line Hanzomon Line Namboku Line Fukutoshin Line Toei Subway 28 shinyon curumu 33 LAQUAS Higashi Shinjuku 40 Nikko Building 44 Shinjuku West Building Shibuya-ku Minato-ku 34 20 26 3 Daiwa Shibaura 4 Daiwa Minami-Aoyama 35 6 Daiwa A Hamamatsucho 36 ine hi L Tos n e Den yu Tok Lin e To kyu To yok o JR 8 Daiwa Shibadaimon 10 Daiwa Shimbashi 510 30 Shibuya Sta. 43 Naka-meguro Sta. 6 32 Ebisu Sta. 15 Daiwa Azabudai 51 Main investment area: Five Central Wards of Tokyo Focused investment area: Greater Tokyo Major Regional Cities Gaienmae Sta. 4 Omotesando Sta. Oedo Line Asakusa Line Mita Line Shinjuku Line Yamanote Line Saikyo Line Chuo Line Sobu Line Keiyo Line Yokosuka Line and Sobu Rapid Line Aoyamaitchome Sta. 7 18 Daiwa Onarimon 23 Daiwa Nishi-Shimbashi 29 Daiwa Akasaka 31 Azabu Green Terrace 51 Meguro Place Tower Meguro Sta. Osaki Sta. 48 (as of December 21, 2016) Chuo-ku 1 Daiwa Ginza 37 River Gate 2 Daiwa Ginza Annex 11 Daiwa Tsukijiekimae 12 Daiwa Tsukiji 13 Daiwa Tsukishima 14 Daiwa Nihonbashi Horidomecho 16 Daiwa Kyobashi 21 Daiwa Kodenmacho 24 Daiwa Kayabacho Building Asakusa Sta. Oshiage Sta. Suidobashi Sta. 9 Akihabara Sta. 5 Kinshicho Sta. 25 22 Kudanshita Sta. 27 Daiwa Nihonbashi Hongokucho 38 Daiwa Hatchobori ekimae 39 Daiwa Hatchobori ekimae West 42 45 27 21 14 Otemachi Sta. Chiyoda-ku 17 Ningyocho Sta. Nihombashi Sta. Tokyo Sta. Akasakamitsuke Sta. Hibiya Sta. Akasaka Sta. 12 Toranomon Sta. 29 Shimbashi Sta. 23 10 18 Shibakoen Sta. Chuo-ku 16 Ginza Sta. 12 6 15 24 Suitengumae37 41 Kirin Nihonbashi Building 42 Heiwa Higashi-nihonbashi Building Sta. 41 Chiyoda-ku 39 38 Hatchobori Sta. 11 Tsukishima Sta. 13 5 Daiwa Sarugakucho 9 Daiwa Misakicho 17 Daiwa Kojimachi 4-chome 22 Daiwa Jimbocho 25 Daiwa Jinbocho 3-chome 45 Shin Kanda Mikuracho Building 53 Daiwa Meieki 54 Kitahama Grand Building 8 Minato-ku 31 3 Shinagawa Sta. 47 Shinagawaku 47 Daiwa Shinagawa North 48 Daiwa Osaki 3-chome 54 53 49 49 Daiwa Kamiooka I. Overview of Daiwa Office Investment Corporation 7 Internal Growth Measures Realizing rent increases upon contract renewal and tenant replacement while working to heighten tenant satisfaction Office Market Trends Further improvements in vacancy rate are observed and rent levels are showing signs of recovery. ■ Office Building Rental Market of Tokyo ■ Office Building Rental Market of 23 Wards of Tokyo (yen/tsubo) 24,000 (%) 10.0 Average rents of existing buildings (left axis) Vacancy rate of existing buildings (right axis) 22,000 (tsubo) 400,000 6.0 18,319 18,000 3.29 16,000 6.0 100,000 4.5 0 3.0 -100,000 1.5 Floor area of new supplies Floor area of new demands -200,000 0.0 Vacancy rate (right axis) (Source) Miki Shoji (Source) CBRE “Mid-term Office Market Outlook 2016~2020” ■ Occupancy Rate ■ Rate of New Leases and Cancellations* (%) 100.0 (%) 20.0 97.7 95.0 0.0 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 95.9 7.5 200,000 4.0 2.0 14,000 Predicted figures 300,000 8.0 20,000 (%) 9.0 96.3 96.4 96.4 95.4 97.2 97.3 98.3 98.7 97.7 97.5 95.0 97.3 97.6 13.4 10.0 96.8 9.8 7.2 7.4 3.9 94.3 8.2 3.3 3.2 5.7 4.4 6.1 6.2 2.0 4.3 0.0 92.8 92.4 90.0 -3.4 -3.9 -3.9 Occupancy rate (actual) Occupancy rate (forecast) Occupancy rate (forecast) (as of disclosure in July 2016) -10.0 -5.9 -5.3 -7.3 -6.3 -12.0 85.7 85.0 End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of 7th 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd 23rd 24th Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period -2.4 -1.7 -1.6 -2.8 -6.1 -5.7 Rate of new leases Rate of cancellations -14.7 -20.0 3.5 1.8 2.9 2.6 -3.8 -3.2 -2.8 Expected rate of new leases Expected rate of cancellations End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of 7th 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd 23rd 24th Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period *Transition of rate of new leases and cancellations areas to the total rentable area. Rental Business Status ■ Average Contract Rent and Market Rent ■ Attribution Analysis/Monthly Contract Rent* (Million Yen) (yen/tsubo) 30,000 100 2,000 27,000 90 1,950 80 1,900 78.85 80.16 78.52 79.53 24,000 21,000 70 18,674 18,000 15,000 19,105 18,738 19,219 60 Average contract rents* Unit rent index (Period-on-period comparison, right axis)** 50 +59 1,863 +8 Decrease by Rent Revisions Increase by Rent Revisions –68 +57 Decrease by Transfer –15 1,905 0 Increase by New Leases Increase by New Acquisition 1,800 1,750 40 12,000 End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of 4th 5th 6th 7th 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period (Note) Average contract rent of the existing 49 properties at the end of November 2016 is 19,331 yen (amount of change from the previous period: +209 yen) * Average contract rents are average monthly contracted rents with tenants at the end of each fiscal period. ** Unit rent index is the earning rates of unit rent of individual properties indexed with the 7th Fiscal Period as 100. 8 1,850 Decrease by Tenants’ Cancellations 1,700 End of 21st FP Monthly Contract Rent End of 22nd FP Monthly Contract Rent * Monthly Contact Rent is a total of final rent from tenants contracting at the end of the Fiscal Period. Monthly Contract Rent for Shinjuku Maynds Tower was adjusted to 6/7 of the total. Status of Contract Renewal ■ Monthly Rent Increase Due to Contract Renewal/New Lease Contract Renewal (Note 1) (thousand yen / month) 19th Fiscal Period (ended May 2015) 20th Fiscal Period (ended November 2015) 21st Fiscal Period (ended May 2016) 22nd Fiscal Period (ended November 2016) New Lease Total (Note 2) (thousand yen / month) (thousand yen / month) 3,157 6,438 766 3,988 9,020 14,376 14,246 12,747 5,862 7,938 13,479 8,759 Increased Rent as Percentage of Rents and Common Area Fees Income (Note 3) Increased Rent as Percentage of Net Income (Note 4) 6-month conversion 12-month conversion 6-month conversion 12-month conversion 0.7% 1.0% 0.8% 0.7% 1.3% 2.0% 1.7% 1.5% 1.5% 2.1% 1.8% 1.5% 3.0% 4.3% 3.6% 2.9% (Note 1) “Contract renewal” indicates, for the portion of which lease contract was renewed during each fiscal period, the total of net increase in monthly rent calculated by subtracting the total of monthly rents before renewal from the total of monthly rents at the end of the relevant fiscal period. (Note 2) “New lease” indicates, for the portion for which a lease contract was concluded with a new tenant in each fiscal period, the total of net increase in monthly rent calculated by subtracting the total of monthly rents under the lease contract with the immediately preceding tenant from the total of monthly rents at the end of the relevant fiscal period. (Note 3) The figures are calculated by dividing the amount obtained by multiplying the total of net increase in monthly rents due to contract renewal and new lease by 6, by rents and common area fees income in the immediately prior fiscal period, rounded to the first decimal place. (Note 4) The figures are calculated by dividing the amount obtained by multiplying the total of net increase in monthly rents due to contract renewal and new lease by 6, by net income in the immediately prior fiscal period, rounded to the first decimal place. ■ Changes in Ratios of Areas with Rent Increase/Decrease/ Unchanged and Cancellation upon Contract Renewal ■ Changes in Rent Increase/Decrease Rate of Contract Renewal Tenants (sections) (%) 22nd Period 42.6 53.4 3.9 15.0 0.2 21st Period 49.0 20th Period 50.1 37.5 19th Period 61.1 26.5 18th Period 4.8 0.7 70.8 8.6 8.5 16th Period 10.0 4.6 7.9* 5.0 2.7 66.7 17th Period 0.0 19.9 14.1* 9.0 10.0 57.4 12.1 77.1 0.0 4.5 -5.2 -5.0 -7.0 8.2 -10.0 15th Period 14.4 14th Period 3.1 18.9 13th Period 40.6 0.8 20.0 40.0 0.0 9.8 4.3 1.4 70.3 12.3 67.3 13.8 54.6 60.0 5.0 1.0 2.5 5.2 5.2 0.0 -6.5 -7.0 9.0 7.3 7.2 0.0 0.0 -4.9 6.1 6.1 -5.1 -10.2 -15.0 Increase rate 4.0 80.0 -20.0 100.0 (%) -25.0 Decrease rate -22.7 -22.7 Rent increase / decrease rate * Of the increase in the 17th FP, 14.1% is due to some tenants switching from sublease agreements to master lease agreements and 7.9% is due to negotiations with tenants. 14th 15th 16th 17th 18th 19th 20th 21st 22nd Period Period Period Period Period Period Period Period Period (Note 1) “Increase rate” and “Decrease rate” indicate the simple average of rent increase/decrease against contract rents before renewals for lease contracts whose contract renewal periods have arrived in the above periods and whose rent renewals have been agreed, rounded to the first decimal place. (Note 2) “Rent increase / decrease rate” are obtained by dividing the total of contract rents after renewal for lease contracts whose contract renewals have been agreed by the total of contract rents before renewal, rounded to the fist decimal place. ■ Increase/Decrease in Monthly Rent due to New Lease and Increase/Decrease Rate (compared to the previous tenant for the same section) ■ Area of which Contract Ended/Will End In and After the Fiscal Period Ended November 2016 (the 22nd fiscal period) (based on rentable area) Decrease (Thousand yen) 60,000 Increase New tenant (left axis) Previous tenant (left axis) Unchanged Cancellation Increase/decrease rate (right axis) 55,054 52,580 50,000 59,042 (%) 22.5 (%) 30.0 Scheduled 25.0 40,000 30,000 32,188 35,345 15.0 14.0 29,203 29,970 9.8 20,000 20.0 24.6 23.6 46,142 18.1 17.6 18.2 24th Period 25th Period 15.0 7.2 7.5 10,000 10.0 5.0 2.6 0 0.0 19th Period 20th Period 21st Period 22nd Period (Note) “New tenant” refers to the tenant who concluded a new lease contract in the respective fiscal period, and “Previous tenant” refers to the tenant, for the same section for which the new tenant concluded a lease contract, which had been under a lease contract immediately before the new tenant. 0.0 22nd Period 23rd Period 26th Period (Note) The ratio of areas of which lease contracts are scheduled to be renewed in each fiscal period to the total rentable area (329,312.48m2) as of the end of November 2016 is indicated. I. Overview of Daiwa Office Investment Corporation 9 Internal Growth Measures “Bonji-Tettei” Continuous internal growth and maximization of asset value through “Bonji-Tettei” “Bonji-Tettei” Accurate grasp of present situations ◦In depth understanding of the leasing market ◦Capturing real opinions of occupying tenants ◦ Understanding of features of portfolio properties ◦ Determined budget control Activities for internal growth ◦Proactive interactions with brokers ◦Accompanying new tenant candidate viewings ◦Frequent visit on tenants ◦ Conducting tenant satisfaction surveys ◦ Thorough examination of properties ◦ Solid numerical analysis in detail Realization of internal growth ◦Prompt and appropriate strategic lease-up ◦Realizing stable revenue over a long-term by building up solid relationships with tenants ◦Reliable cost control based on rigorous repair plans, etc. Aims to maximize asset value Office Management Team (7 members) Aims to maximize asset value through the organization of the investment corporation’s portfolio by assigning personnel in charge and specialist groups to each property. Hiroshi Udagawa Takafumi Ushiku Kotaro Ishii Jun Arai Chie Kamimura Investment Planning Team Middle office work: Budget and performance management for the portfolio Construction Management Team (4 members) Engineering: Formulation and implementation of construction planning for assets (3 members) Yuuki Kobatake Jun Iwasaki Asset management Asset management Asset management Asset management Asset management Asset management Asset management work history: work history: work history: work history: work history: work history: work history: 1 month 10 years 4 months 12 years 2 months 10 years 7 months 10 years 7 months 10 years 5 months 4 years 1 month (Note) “Asset Management work history” is the number of years engaged in the relevant work (as of end of Nov. 2016) and does not indicate the number of years employed at the asset management company. Occupancy Status of Properties Subject to Leasing Improvement in the Fiscal Period Ended November 2016 (22nd FP) ■ Daiwa Tsukishima (Acquisition Price: 7,840 million yen) 100.0(%) ■ Daiwa Shimbashi 510 (Acquisition Price: 2,080 million yen) 100.0 100.0 99.6 100.0(%) 99.6 100.0 90.0 13.2 ‘15/11 ‘16/2 ‘16/5 ‘16/8 88.0 ‘15/11 • Promoted to increase inquiries by holding property viewings before and after the major renewal work and raising recognition of the property among brokers. • Visited brokers separately considering business categories/styles that would match the property characteristics and explained the property. 90.0 80.0 * (82.2) 78.9 78.9 ‘16/5 ‘16/8 70.0 ‘16/2 ‘16/5 ‘16/8 ‘15/11 ‘16/11 • Captured floor expansion motive of the existing tenants through constant and good relationships and succeeded in concluding a floor expansion agreement without creating any downtime. ‘16/2 ‘16/11 • With the property’s high scarcity value due to its relatively new age and proximity to the station, succeeded in drawing out the needs of major companies by tapping into the needs for sub-offices/relocation of 100 companies with rent-paying capacity. • As a result of negotiations, contracts were concluded at an 90 early stage with favorable terms and conditions to realize full occupancy. 100 Properties Subject to Leasing Improvement in the Fiscal Period ending May 2017 (23rd FP) 80 80 70 70 100 *Without the floor expansion from the existing tenant, the occupancy rate would have fallen to 88.2%. 50 ■ Daiwa Tsukishima (Acquisition Price: 7,840 million yen) • Aim for securing tenants centering on companies based in the area, etc. by taking advantage of favorable access to central Tokyo and relatively low rent level for the size and grade of the property. • Aim for early leasing of the remaining vacancies by launching campaigns targeting tenants and brokers. 10 100.0 88.0 70.0 ‘16/11 100.0 100.0 80.0 0.0 100.0(%) 99.6 56.7 50.0 ■ Daiwa Osaki 3-chome (Acquisition Price: 1,650 million yen) 0 ■ Concept Aoyama (Acquisition Price: 9,800 million yen) • With the move-out of the main tenant, implemented renovation of facilities (air-conditioning, plumbing-related) to enhance the value of the building, which had been left undone since completion. • Aim to take in needs of creative businesses and/or needs from Shibuya area where vacancies are decreasing, capitalizing on the brand strength of the Aoyama area. ■ River Gate (Acquisition Price: 28,000 million yen) • Aim for early securement of tenants by taking advantage of the property feature capable of securing 600 tsubos or larger area per floor at a reasonable rent in Tokyo’s major three wards. • For leasing sections scheduled to be vacated but still occupied (cancellation dates yet to arrive), aim to conclude leasing contracts before the cancellation dates by conducting a property viewing using currently vacant sections. 90 Measures to Increase Portfolio Value ■ Strategic Renewal Work ■ Coexistence with Local Societies Daiwa Tsukishima Shinjuku Maynds Tower Entrance Before After Elevator Hall Before Shinjuku Maynds Tower participated in “Shinjuku Minamirumi” (annual event held for the fourth time) organized by Odakyu Electric Railway Co, Ltd., Takashimaya Co., Ltd., East Japan Railway Company, Asahi Mutual Life Insurance Company and Daiwa Securities, and arranged a delightful space featuring shooting stars and snow crystals displayed in a row from the snow-covered Christmas tree to the pedestrian deck and to the main entrance. Pedestrian Deck Christmas Tree Plants Entrance After Restroom Before After Concept Aoyama Restroom Before After Period: November 9, 2016 – February 14, 2017 Environmental Efforts ■ Progress in Introduction of Green Leasing at Shinjuku Maynds Tower As part of measures to protect the environment and raise tenant satisfaction, the Investment Corporation has taken initiatives in which it concludes green leasing agreements with tenants and promotes installation of LED lighting in areas exclusively occupied by the tenants since 2014. Around 40% of areas exclusively occupied by the tenants are expected to have LED lighting in the fiscal period ending May 2017. Benefits for Tenants •Reduction of utility charges and maintenance costs •Improvement of working environment in offices •Contribution to corporate social responsibility (CSR) •Enhancement of the company’s image Benefits for the Investment Corporation •Reduction of maintenance costs •Enhancement of property value by making energy-saving investments •Receiving green lease fees Ratio of Areas with LED Lighting Installed* (%) 40.0 Shinjuku Maynds Tower 36.3 35.0 30.0 25.0 20.0 18.2 15.0 10.0 5.0 6.9 3.4 10.3 3.4 0.0 19th 20th 21st 22nd 23rd 18th Period Period Period Period Period Period *Forecast figure is indicated for the 23rd FP. ■ Acquired “Green Star” Rating for 5th Consecutive Year at GRESB 2016 Daiwa Real Estate Management participated in the Global Real Estate Sustainability Benchmark (GRESB)’s GRESB Real Estate Assessment in 2016, targeting Daiwa Office Investment Corporation, and received a high evaluation on sustainability in both “management and policy” and “implementation and measurement” and acquired Green Star, the highest category, for the fifth consecutive year. I. Overview of Daiwa Office Investment Corporation 11 External Growth Measures Investment in selectively-chosen, high-quality competitive properties even in a harsher acquisition environment Current Portfolio and Acquisition Policy DOI will invest in competitive properties based on in-depth data analysis upon careful selection from among the vast information on properties obtained through diverse sourcing. ■ Distribution Chart of Portfolio Properties ■ Acquisition Policy * Distance to station is indicated by calculating 80m as one minute Building age (years) 60 • Place priority on the Five Central Wards of Tokyo and equivalent areas. • Thoroughly select properties in view of actual demand toward location (distance to station, station power, crowd attraction, surrounding environment), building specs, etc. 55 • Target properties to improve stability and profitability of our existing portfolio. 50 Properties acquired in the 23rd FP Properties acquired in the 22nd FP Properties acquired after the sponsor change Properties acquired before the sponsor change Properties sold in the 22nd FP • Invest in buildings with an age of less than 25 years. 45 ■ Sale Policy 40 • Consider replacement of properties if necessary through sale in light of properties’ future competitiveness, profitability, etc. 35 Daiwa Kudan 30 Ogikubo ■ Number of Properties Reviewed for Acquisition (cases) 500 400 300 300 268 200 25 100 0 * Number of gross proposals (cases) Number of properties reviewed (left axis) Number of properties reviewed 416 in detail (right axis) 100 393 356 264 28 17 296 289 15 26 23 9th Period 40 10th Period Daiwa Daiwa Kudan Nishi-Shimbashi Square Daikanyama Building 15 18 Heiwa Higashi-nihonbashi Building 10 20 5 0 0 Property Acquisitions after Sponsor Change Daiwa Jimbocho 20 60 31 12 Shinjuku West Building 80 344 14th Fiscal 15th Fiscal 16th Fiscal 17th Fiscal 18th Fiscal 19th Fiscal 20th Fiscal 21st Fiscal 22nd Fiscal Period Period Period Period Period Period Period Period Period Time of Acquisition Shin Kanda Mikuracho Building TM Building 25 0 1 2 3 4 5 6 7 11 8 9 10 Distance to station (minutes) Total acquisition price: 244,199 million yen 11th Period Daiwa Daiwa Kayabacho Building Jinbocho 3-chome 12th Period 13th Period Daiwa Nihonbashi Hongokucho 14th Period Daiwa Osaki 3-chome Shibuya Ward, Tokyo 24,000 million yen Chuo Ward, Tokyo 1,721 million yen Shinagawa Ward, Tokyo 1,650 million yen Tokyu Land Corporation Endeavor Realty Fund YK (Note 1) Tosei Corporation MCR Six GK July 8, 2011 May 11, 2012 Sept. 18, 2012 E SPACE TOWER Property name Acquisition price Chiyoda Ward, Tokyo 4,150 million yen Minato Ward, Tokyo 5,000 million yen Chiyoda Ward, Tokyo 4,000 million yen Chuo Ward, Tokyo 5,600 million yen Seller ORIX JREIT Inc. Japan Core Asset 2 YK (Note 1) Shining Nova No. 5 B (SPC) Daiwa Property Co., Ltd. Acquisition date Mar. 10, 2010 Aug. 13, 2010 Sept. 2, 2010 Mar. 25, 2011 Mar. 29, 2011 shinyon curumu Daiwa Meieki Daiwa Kamiooka Daiwa Shibuya Dougenzaka Daiwa Akasaka Daiwa Shibuya Miyamasuzaka Integral Tower Shinjuku Ward, Tokyo 9,650 million yen Nagoya City, Aichi 5,300 million yen Yokohama City, Kanagawa 2,000 million yen Shibuya Ward, Tokyo 4,500 million yen Minato Ward, Tokyo 9,200 million yen Shibuya Ward, Tokyo 7,000 million yen Suginami Ward, Tokyo 15,220 million yen Seller Two domestic industrial companies Domestic special purpose company Shimizu Corporation Domestic special purpose company Hakuba Capital 1 TMK (Note 1) E Buildings Limited Liability Company Ogikubo Building YK (Note 1) Acquisition date Dec. 3, 2012 Apr. 12, 2013 Feb. 1, 2013 Mar. 1, 2013 July 3, 2013 Aug. 9, 2013 Sept. 27, 2013 May 29, 2014 Area 15th Period Time of Acquisition Chiyoda Ward, Tokyo 3,550 million yen 16th Period 17th Period Property name Area Acquisition price (Note 1) "YK" stands for limited liability company and TMK (tokutei mokuteki kaisha) stands for special purpose company. (Note 2) The sum of i) the total acquisition price from the time of the above sponsor change on December 21, 2016 and ii) prices for additional acquisition of owned properties or of the site in owned properties during the same period, is 244,619 million yen. 12 Changes in Asset Size and Trading Performance Aim to achieve medium-term goal of an asset size of 500 billion yen by utilizing acquisition capability earned through capital increase (billion yen) 550 80.0 (%) Total Acquisition Price LTV (based on total assets) (right axis) 500 Investment for competitive properties after thorough selection 445.7 450 458.3 469.3 413.2 400 350 313.2 311.3 300 250 500.0 467.7 269.1 265.0 278.1 314.9 332.0 287.3 34.2 34.0 34.4 37.5 60.0 387.5 364.0 352.7 50.0 44.3 43.0 40.6 41.7 40.2 43.3 Acquisition properties 42.3 40.0 Acquisition properties • River Gate • Heiwa Higashi Daiwa Hatchobori ekimae nihonbashi Building • Azabu Green Terrace • • Square Daikanyama • Daiwa Hatchobori ekimae • Kitahama 25.5 Acquisition properties 25.3 Building West Grand Building Acquisition property • Daiwa Shibuya Dougenzaka • Shinjuku West Building 150 • Ogikubo TM Building • Daiwa Akasaka Acquisition properties Acquisition property • Daiwa Osaki • Daiwa Shibuya Miyamasuzaka Acquisition properties 3-chome • Daiwa Nishi-Shimbashi • E SPACE TOWER • Daiwa Ebisu 4-chome • Daiwa Kudan Acquisition property 100 • LAQUAS Higashi Shinjuku Acquisition properties • Nikko Building • Shin Kanda • Concept Aoyama Acquisition properties Acquisition property • Kirin Nihonbashi Mikuracho Building • Shinsen Place Acquisition property Acquisition properties Acquisition property • shinyon curumu • Integral Tower Building • Glass City Shibuya 50 • Daiwa Jimbocho • Daiwa Kayabacho • Daiwa Nihonbashi • Daiwa Meieki • Meguro Place Tower • Daiwa Kamiooka • Daiwa Jinbocho 3-chome Hongokucho 28.1 200 70.0 Acquisition properties 28.9 30.0 20.0 10.0 0.0 0 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd As of Dec. Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period Fiscal Period 31, 2016 18th Period Kitahama Grand Building Azabu Green Terrace 19th Period Mediumterm goal 20th Period Daiwa Ebisu 4-chome LAQUAS Higashi Shinjuku Concept Aoyama Shinsen Place Glass City Shibuya Meguro Place Tower River Gate Minato Ward, Tokyo 14,000 million yen Osaka City, Osaka 9,481 million yen Shibuya Ward, Tokyo 4,135 million yen Shinjuku Ward, Tokyo 8,450 million yen Shibuya Ward, Tokyo 9,800 million yen Shibuya Ward, Tokyo 4,800 million yen Shibuya Ward, Tokyo 16,000 million yen Meguro Ward, Tokyo 5,600 million yen Chuo Ward, Tokyo 28,000 million yen Azabu Green Terrace GK GK North Beach Domestic industrial company Higashi Shinjuku Building TMK (Note 1) Domestic special purpose company Domestic special purpose company Glass City TMK (Note 1) Meguro Place TMK (Note 1) Thames TMK (Note 1) July 4, 2014 Aug. 1, 2014 Dec. 1, 2014 Dec. 3, 2014 Mar. 2, 2015 Mar. 2, 2015 May 1, 2015 May 1, 2015 June 2, 2015 Ogikubo TM Building 23rd Period Shin Kanda Mikuracho Building 20th Period Daiwa Daiwa Hatchobori Hatchobori ekimae ekimae West 21st Period Kirin Nihonbashi Building Nikko Building 22nd Period Heiwa Higashi Square Daikanyama Shinjuku West nihonbashi Building Building Building Chuo Ward, Tokyo 2,871 million yen Chuo Ward, Tokyo 1,647 million yen Shinjuku Ward, Tokyo 13,710 million yen Chuo Ward, Tokyo 8,180 million yen Chuo Ward, Tokyo 6,370 million yen Shibuya Ward, Tokyo 2,280 million yen Shinjuku Ward, Tokyo Suginami Ward, Tokyo Chiyoda Ward, Tokyo 942 million yen 3,800 million yen 1,592 million yen Domestic industrial company Domestic industrial company Overseas company Kirin Beer Marketing Domestic special purpose company Hulic GK TC1 GK TC1 OH Real Estate Management Sept. 11, 2015 Sept. 11, 2015 Mar. 29, 2016 May 26, 2016 June 1, 2016 June 29, 2016 July 21, 2016 July 21, 2016 Dec. 21, 2016 (Note 3) Total acquisition price above includes acquisition prices of Daiwa Shibuya Dougenzaka divested in the 21st fiscal period and Daiwa Kudan divested in the 22nd fiscal period. I. Overview of Daiwa Office Investment Corporation 13 External Growth Measures Newly Acquired Properties ■ 22nd Fiscal Period Heiwa Higashi-nihonbashi Building [Acquired on June 1, 2016] Location Higashi-nihonbashi, Chuo-ku, Tokyo Site Area 1,213.24m2 Square Daikanyama Building [Acquired on June 29, 2016] Location Site Area Structure/Floor Total Floor Area Acquisition Price Structure/Floor S/7F Total Floor Area 6,724.10m2 Acquisition Price 6,370 million yen Daikanyama-cho, Shibuya-ku, Tokyo 503.72m2 S/6F 1,989.40m2 2,280 million yen Appraisal Value 2,420 million yen (as of June 1, 2016) Appraisal Value 6,450 million yen (as of April 30, 2016) Construction Date March 2008 Construction Date March 2001 Occupancy Rate 100.0% (as of June 1, 2016) Occupancy Rate 100.0% (as of June 29, 2016) Number of Tenants 5 (as of June 1, 2016) Number of Tenants 1 (as of June 29, 2016) • Located a 2-minute walk from Higashi-Nihonbashi Station on the Toei Asakusa Subway Line and Bakuro-Yokoyama Station on the Toei Shinjuku Subway Line and 3-minute walk from Bakurocho Station on the JR Sobu Line (Rapid). • Since the Horidomecho and Higashi-Nihonbashi area flourished centering on textile industry for a long time, specific demands from apparel companies and such are expected. • Exterior with a modern façade mostly covered with glass. • Located a 7-minute walk from Daikanyama Station on the Tokyu Toyoko Line and Shibuya Station on the JR Yamanote Line. • Faces Hachiman Dori which is a very busy street and an exclusive residential area and apparel shops are located in the surrounding areas. • Highly flexible layout and efficient use is possible, and features exterior with a modern façade mostly covered with glass. Shinjuku West Building [Acquired on July 21, 2016] Ogikubo TM Building [Acquired on July 21, 2016] Location Site Area Structure/Floor Total Floor Area Acquisition Price Nishishinjuku, Shinjuku-ku, Tokyo 623.78m2 RC/4F 1,438.16m2 942 million yen Location Site Area Structure/Floor Total Floor Area Acquisition Price Ogikubo, Suginami-ku, Tokyo 970.53m2 SRC/B1/7F 5,116.78m2 3,800 million yen Appraisal Value 1,140 million yen (as of July 1, 2016) Appraisal Value 4,230 million yen (as of July 1, 2016) Construction Date March 1989 Construction Date November 1990 Occupancy Rate 100.0% (as of July 21, 2016) Occupancy Rate 100.0% (as of July 21, 2016) Number of Tenants 7 (as of July 21, 2016) Number of Tenants 11 (as of July 21, 2016) • Located a 2-minute walk from Nishi-Shinjuku Station on The Tokyo Metro Marunouchi Line and a 7-minute walk from Shinjuku Station which is the largest terminal station in Tokyo. • Location amidst a concentration of various shop-visit type service related industries such as temporary staffing businesses and financial businesses for end users of insurance, etc. • Can also accommodate the office needs for a sales base that requires loading/unloading as flat parking in the premises as well as warehouse sections on each floor are provided. • Located a 1-minute walk from Ogikubo Station on the JR Chuo/Sobu Lines and the Tokyo Metro Marunouchi Line. • The property has high locational appeal among local residents to service-related companies such as banks and securities companies, cram schools and clinics since it is excellent in terms of proximity to Ogikubo Station. Also, back office demands of large companies in central Tokyo such as call centers are also assumed. • Highly flexible layout and efficient use is possible, and it is well-lit. ■ 23rd Fiscal Period Shin Kanda Mikuracho Building [Acquired on December 21, 2016] • Located a five-minute walk from Kanda Station on the JR Yamanote/Keihin Tohoku/Chuo Lines and the Tokyo Metro Ginza Line and a four-minute walk from Shin-Nihonbashi Station on the JR Sobu Line. • Located a seven-minute walk from Mitsukoshimae Station on the Tokyo Metro Ginza/Hanzomon Lines and Kodenmacho Station on the Tokyo Metro Hibiya Line, and Iwamotocho Station on the Toei Shinjuku Line. • Rectangular-shaped (regular-shaped) rental space with no pillars with highly flexible layout, so efficient use is possible. 14 Location Site Area Structure/Floor Total Floor Area Acquisition Price Kanda Mikuracho, Chiyoda-ku, Tokyo 365.65m2 SRC/S/B1/7F 2,167.76m2 1,592 million yen Appraisal Value 1,680 million yen (as of December 1, 2016) Construction Date January 1991 Occupancy Rate 43.4% (as of December 21, 2016) Number of Tenants 3 (as of December 21, 2016) Financial Conditions Reduce refinancing risk by extending borrowing periods and diversifying repayment dates Status of Interest-Bearing Liabilities (as of November 30, 2016) During the 22nd Fiscal Period, DOI took out short-term loans of 8 billion yen in total to raise funds for the acquisition of new properties, and also conducted early repayment of existing loans (10 billion yen in total) including part of the aforementioned short-term loans. In addition, DOI refinanced matured existing loans (1.5 billion yen), successfully diversifying repayment dates. DOI will continue to focus on stable financial management. ■ Interest-Bearing Liabilities ■ Change in Remaining Years at Time of Procurement of Interest-Bearing Liabilities 70.0 (%) (years) 10.0 (billion yen) 280 Interest-bearing liabilities (left axis) 240 60.0 LTV (based on acquisition price) (Note) (right axis) 200 50.0 Medium-to-long term, upper-limit LTV target range 160 40.0 9.0 8.0 7.0 Average year remaining at the period end (right axis) Average remaining years at the time of procurement during the 22nd Fiscal Period (left axis) 10.0 5.0 (years) 4.5 4.5 4.1 4.0 7.1 6.0 3.5 3.0 5.0 2.5 120 30.0 4.0 2.0 80 20.0 3.0 1.5 2.0 40 10.0 0 0.0 End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of End of 7th 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period (Note) LTV (based on acquisition price): Total interest-bearing liabilities / Total acquisition price of properties ■ Diversification of Repayment Dates 2.4 1.0 0.5 0.0 0.0 8th 9th 10th 11th 12th 13th 14th 15th 16th 17th 18th 19th 20th 21st 22nd Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period (Note) Dotted line indicates average remaining years at the time of procurement during the 22nd Fiscal Period excluding short-term borrowings ■ Balance of Borrowings by Financial Institution (million yen) 25,000 Financial institution Investment Corporation Bond 20,000 15,000 10,000 5,000 0 23rd 24th 25th 26th 27th 28th 29th 30th 31st 32nd 33rd 34th 35th 36th 37th 38th 39th 40th 41st 42nd Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period Period ■ Ratio of Fixed- to Floating-Rate Borrowings ■ Ratio of Long- to Short-Term Liabilities End of 22nd Fiscal Period 19.6% End of 22nd Fiscal Period 80.4% 1.0 14.3 % 85.7% Fixed interest rates Long-term loans payable, etc. Floating interest rates Short-term loans payable, etc. Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Trust Bank Development Bank of Japan Mizuho Bank The Bank of Tokyo-Mitsubishi UFJ Shinsei Bank Resona Bank Mitsubishi UFJ Trust and Banking Mizuho Trust and Banking The Bank of Fukuoka Kansai Urban Banking Corporation Aozora Bank Nishi-Nippon City Bank ORIX Bank Corporation The Gunma Bank The 77 Bank The Musashino Bank Tokio Marine & Nichido Fire Insurance The Yamaguchi Bank The Higashi-Nippon Bank Nippon Life Insurance Company The Kagawa Bank The Hiroshima Bank Taiyo Life Insurance Company Fukoku Mutual Life Insurance Investment Corporation Bonds Total Balance (mm yen) 41,400 24,850 21,750 19,400 16,000 14,000 12,500 8,500 6,000 5,500 5,000 3,000 3,000 2,500 2,500 2,000 2,000 2,000 2,000 1,500 1,300 1,000 1,000 300 200 5,100 204,300 Share 20.3% 12.2% 10.6% 9.5% 7.8% 6.9% 6.1% 4.2% 2.9% 2.7% 2.4% 1.5% 1.5% 1.2% 1.2% 1.0% 1.0% 1.0% 1.0% 0.7% 0.6% 0.5% 0.5% 0.1% 0.1% 2.5% 100.0% ■ Status of Rating Rating agency Rating and Investment Information, Inc. (R&I) Japan Credit Rating Agency, Ltd. (JCR) Target rating Rating Rating outlook Issuer rating A+ Stable Long-term issuer rating AA− Stable I. Overview of Daiwa Office Investment Corporation 15 Description of Asset Manager Organization of Asset Manager (as of December 31, 2016) ■ Description ■ Directors and Auditors Company Name Daiwa Real Estate Asset Management Co., Ltd President and Representative Director Akira Yamanouchi Address 6-2-1 Ginza, Chuo-ku, Tokyo Established October 21, 2004 Vice President and Representative Director Yuji Shinotsuka Paid-in Capital 200 million yen Akira Yamanouchi Vice President and Representative Director Yoshiki Nishigaki President Director Naoyuki Owa Director (non-executive) Mikita Komatsu Director (non-executive) Akihiko Ogino Auditor Tamaki Shibayama Auditor (non-executive) Morimasa Matsuda Auditor (non-executive) Shinji Kiso 9 Executive directors: 4; Executive auditors: 1 Non-executive directors: 2; Non-executive auditors: 2 Board of Directors No. of Employees 69 (excluding dispatched employees) Registration of Financial Instruments Business Operator Registration No. 355 (Financial Instruments), Director-General, Kanto Local Finance Bureau (Kinsho) Building Lots and Buildings Transaction Business License License No. (3)-83920, Governor of Tokyo Discretionary Agent for Real Estate Transaction Approval License No. 34, Minister of Land, Infrastructure, Transport and Tourism Association Membership Member of The Investment Trusts Association, Japan Member of Japan Investment Advisers Association Member of Type II Financial Instruments Firms Association ■ Organizational Chart Shareholders’ Meeting Corporate Auditors Board of Directors Compliance Committee Investment Committee(*) President and Representative Director Compliance Officer Internal Control Office Acquisition Department Office Investment Team Origination Department Asset Management Department Office Management Team Private Fund Management Department Customer Relations Department Finance Department Administration Department Corporate Planning Department Finance Team Residential Investment Team Residential Management Team Accounting Team Healthcare Investment Team Healthcare Management Team Management Team Infrastructure Investment Team Investment Planning Team Construction Management Team *Set up separately for each investment corporation Structure Asset Manager General Administrator related to the operation of the administrative instruments Daiwa Real Estate Asset Management Co., Ltd ④ ① Investment Corporation ② General Administrator Asset Custodian Sumitomo Mitsui Trust Bank, Limited General Meeting of Unitholders Officers Executive Director: Yoshimi Murakami Supervisory Director: Takayuki Hiraishi Supervisory Director: Hiroshi Sakuma Supporting Company Accounting Auditor Daiwa Securities Group Inc. KPMG AZSA LLC ① Asset management contract/General administration affairs contract related to operation of administrative instruments ② General administrative affairs contract/Asset custodian contract ③ Unitholder register, etc. management contract/Special account management contract ③ ⑤ Manager of Unitholder Registry, etc. Special Account Management Institution Sumitomo Mitsui Trust Bank, Limited General Administrator (Investment Corporation Bonds) Sumitomo Mitsui Banking Corporation Resona Bank, Ltd. ④ Sponsor support agreement ⑤ Fiscal agency agreement (Note) The specified affiliated juridical person (meaning a specified affiliated juridical person as provided in Article 12, Paragraph 3 of the Cabinet Office Ordinance on Disclosure of Information, etc. on Specified Securities (Ordinance of the Ministry of Finance No. 22 of 1993; including amendments thereto)) of DOI is Daiwa Securities Group Inc. Daiwa Securities Group Inc. is the Asset Management Company’s parent company (meaning a parent company as stipulated in Article 8, Paragraph 3 of the Ordinance on Terminology, Forms and Preparation Methods of Financial Statements, etc. (Ordinance of the Ministry of Finance No. 59 of 1963; including amendments thereto)) 16 II. Asset Management Report 1. Management Status and Other Performance Highlights Data Fiscal Period 22nd Period 21st Period 20th Period 19th Period 18th Period June 1, 2016 From Dec. 1, 2015 From June 1, 2015 From Dec. 1, 2014 From June 1, 2014 ( From To Nov. 30, 2016 )( To May 31, 2016 )( To Nov. 30, 2015 )( To May 31, 2015 )( To Nov. 30, 2014 ) (1) Operating Performance (Millions of yen, except per unit data or where otherwise indicated) Operating revenues 12,853 12,363 11,838 10,387 9,764 Rental revenues 12,687 11,948 11,777 10,112 9,693 Operating expenses 6,710 6,255 6,223 5,617 5,325 Property-related expenses 5,433 5,014 5,026 4,487 4,325 Operating income 6,143 6,108 5,615 4,770 4,439 Ordinary income 5,325 5,327 4,690 4,032 3,642 Net income 5,325 5,250 4,689 4,032 3,641 (2) Properties, etc. (as of end of period) Total assets 483,451 476,690 460,706 432,233 399,555 [period-on-period percentage changes] [+1.4%] [+3.5%] [+6.6%] [+8.2%] [+4.9%] Interest-bearing liabilities 204,300 206,300 192,300 191,300 160,800 Net assets 256,517 247,720 247,700 222,955 222,593 [period-on-period percentage changes] [+3.6%] [+0.0%] [+11.1%] [+0.2%] [+10.4%] Unitholders’ capital 251,552 243,404 243,404 219,156 219,156 (3) Distributions Total distribution amount 5,325 5,086 4,689 4,032 3,641 Dividend payout 100.0% 96.9% 100.0% 100.0% 100.0% (4) Per Unit Information Total number of units issued (units) 497,869 484,000 484,000 441,000 441,000 Net assets per unit (yen) 515,231 511,819 511,778 505,566 504,746 Distribution per unit (yen) 10,695 10,508 9,688 9,142 8,256 Distribution amount from earnings per unit (yen) 10,695 10,508 9,688 9,142 8,256 Distribution amount in excess of earnings per unit (yen) – – – – – (5) Financial Indicators 1.1% 1.1% 1.1% 1.0% 0.9% ROA Notes 2 and 3 [annual rate] [2.2%] [2.3%] [2.1%] [1.9%] [1.9%] 2.1% 2.1% 2.0% 1.8% 1.7% ROE Notes 3 and 4 [annual rate] [4.2%] [4.2%] [4.0%] [3.6%] [3.4%] Capital ratio 53.1% 52.0% 53.8% 51.6% 55.7% [period-on-period percentage changes] [+1.1%] [−1.8%] [+2.2%] [−4.1%] [+2.7%] LTV (loan to value) 42.3% 43.3% 41.7% 44.3% 40.2% Note 5 Property leasing cash flows (NOI) 9,004 8,660 8,455 7,180 6,866 (6) Other Referential Information Number of investment properties 53 50 50 47 46 Note 6 558 543 558 450 479 Number of tenants 336,722.04 328,027.44 325,313.01 288,833.07 286,088.89 Total rentable area (m2) Note 7 97.7% 98.7% 98.3% 97.3% 97.2% Occupancy rate Depreciation 1,750 1,726 1,704 1,554 1,497 Capital expenditures 993 517 1,087 905 570 (Note 1) Operating revenues, etc. do not include consumption taxes, etc. (Note 2) ROA: Ordinary income ÷ [(Total assets at beginning of period + Total assets at end of period) ÷ 2] × 100 (Note 3) Figures for the 18th Fiscal Period are the annualized figures calculated based on 183 days of management. Figures for the 19th Fiscal Period are the annualized figures calculated based on 182 days of management. Figures for the 20th Fiscal Period are the annualized figures calculated based on 183 days of management. Figures for the 21st Fiscal Period are the annualized figures calculated based on 183 days of management. Figures for the 22nd Fiscal Period are the annualized figures calculated based on 183 days of management. (Note 4) ROE: Net income ÷ [(Net assets at beginning of period + Net assets at end of period) ÷ 2] × 100 (Note 5) Property leasing cash flows (NOI): Rental revenues − Property-related expenses + Depreciation (Note 6) Number of tenants is the number of end tenants. When there is a tenant occupying multiple buildings, the concerned tenant is counted and stated for each individual building. (Note 7) Occupancy rate: Total leased area ÷ Total rentable area II. Asset Management Report 17 2. Developments in Asset Management in the Fiscal Period under Review (1) Brief History of the Investment Corporation Daiwa Office Investment Corporation (the former DA Office Investment Corporation; hereinafter referred to as “DOI”) was established on July 11, 2005 in accordance with the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951; including amendments thereto) with Daiwa Real Estate Asset Management Co., Ltd. (former name K.K. daVinci Select) (the “Asset Manager”) as the organizer. After its establishment, DOI implemented an additional issuance of investment units through a public offering (99,600 units) on October 18, 2005 and then listed on the Tokyo Stock Exchange, Inc. (TSE) Real Estate Investment Trust Section (stock code: 8976) on the following day. Though initial assets under management were 79,573 million yen (sum total of acquisition price), subsequent activities, such as additional acquisition of properties and replacement of portfolio properties, resulted in the assets under management amounting to 467,750 million yen as of the last day of November 2016. DOI strives to secure stable revenue and sustained growth of the investment assets based on a clear portfolio development policy of specializing in investment in office buildings, with a particular focus on investment in a total floor area of more than about 2,000m2 situated in downtown Tokyo, as well as through dedicated efforts to heighten tenant satisfaction levels. (2) Investment Environment and Management Performance (A)Investment Environment (from June 2016 to November 2016) The Japanese economy during the fiscal period under review continued to show a modest recovery trend with real GDP growth rate (Second Preliminary Estimates) for July to September 2016 at an annual rate of 1.3%, recording a positive figure for three consecutive quarters under the ongoing quantitative/ qualitative monetary easing policy by the Bank of Japan. In the office building leasing market in central Tokyo, with new supply having settled down, the vacancy rate took a turn after peaking in June 2013, dropping to 3.75% at the end of November 2016. Led by improvement in the vacancy rate for large buildings, the overall vacancy rate that includes small- to medium-sized buildings also continues to be on an improving trend. The drop in the vacancy rate has led to an increase in office rent in some areas, and the market as a whole continues to see increase in rent, albeit slight. For the office building transaction market, an appetite for property acquisitions continued to be strong among real estate companies, funds (including J-REITs) and overseas investors with the continuing proactive lending attitude by financial institutions backed by the forecast of an increase in property prices in accordance with expectations for economic recovery. (B)Management Performance In view of increasing the long-term EPS (EPS (net income per unit) after deducting gain on sales of properties) over the medium to long term, DOI continued to work on “external growth,” which aims to boost revenue through acquisition of properties, and “internal growth,” which aims to maximize income generating from owned properties. Concerning external growth, DOI acquired “Heiwa Higashi-nihonbashi Building” (acquisition price: 6,370 million yen) and “Square Daikanyama Building” (acquisition price: 2,280 million yen) in June 2016, and “Ogikubo TM Building” (acquisition price: 3,800 million yen) and “Shinjuku West Building” (acquisition price: 942 million yen) in July 2016. In addition, DOI sold 1 property (Daiwa Kudan) during the fiscal period under review. As a result, DOI’s assets under management as of the end of the 22nd Fiscal Period (November 30, 2016) totaled 53 properties, the sum total of acquisition prices of which amounted to 467,750 million yen. Concerning internal growth, while the office leasing market trended, DOI conducted proactive leasing, such as capturing needs for floor expansion within the same property through strengthening relationships with existing tenants and reinforcing collaboration with leasing brokers and property managers. As a result, the occupancy rate as of the end of the 22nd Fiscal Period (November 30, 2016) was 97.7%. 18 (3) Overview of Capital Procurement (A) Procurement of Capital for New Property Acquisitions (a) In the 22nd Fiscal Period, DOI made the following borrowings and issued the following investment units to fund the acquisition of new properties. ・DOI took out short-term loans of 6,000 million yen in total from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. on June 1, 2016 to partially fund the acquisition of a new property (Heiwa Higashi-nihonbashi Building) acquired on the same day. ・DOI took out a short-term loan of 2,000 million yen from Sumitomo Mitsui Banking Corporation on June 29, 2016 to partially fund the acquisition of a new property (Square Daikanyama Building) acquired on the same day. ・A public offering with the payment date on August 2, 2016 (12,700 issued units, paid-in price of 587,489 per unit, a total paid-in price of 7,461,110,300 yen) and a third-party allotment with the payment date on August 31, 2016 (1,169 issued units, paid in price of 587,489 per unit, a total paid-in price of 686,774,641 yen) were implemented to repay part of the aforementioned short-term loans totaling 8,000 million yen and to allocate the funds to cash on hand which decreased after being used to acquire new properties (Ogikubo TM Building and Shinjuku West Building) acquired on July 21, 2016. (B) Procurement of Capital for Repayment of Borrowings In the 22nd Fiscal Period, DOI made the following borrowings to fund the repayment of borrowings that were due for repayment. ・A total amount of 1,500 million yen was borrowed from Yamaguchi Bank Ltd. on August 31, 2016 to fund the repayment of the same amount borrowed from Aozora Bank, Ltd. due the same day. DOI made an early repayment on September 30, 2016 of 10,000 million yen out of 11,000 million yen in total borrowings (long-term loans from Sumitomo Mitsui Banking Corporation and Sumitomo Mitsui Trust Bank, Ltd. taken out on May 26, 2016; short-term loans from Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. taken out on June 1, 2016; and a short-term loan from Sumitomo Mitsui Banking Corporation taken out on June 29, 2016). (C) Status of Interest-Bearing Liabilities at End of the Fiscal Period under Review As a result of the above, the balance of interest-bearing liabilities outstanding as of the end of the 22nd Fiscal Period (November 30, 2016) stood at 204,300 million yen (short-term debt: 1,000 million yen; longterm debt: 198,200 million yen; investment corporation bonds: 5,100 million yen). The balance of the current portion of long-term debt stood at 28,250 million yen. The average remaining period of interest-bearing liabilities as of the end of the 22nd Fiscal Period stands at 4.1 years. (4) Capital Expenditures during the 21st Fiscal Period The following summarizes the primary construction work that constitutes capital expenditures implemented during the 22nd Fiscal Period. Capital expenditures for the 22nd Fiscal Period amounted to 992 million yen and, when combined with the 456 million yen in repair expenses charged to the 22nd Fiscal Period expenses, totals 1,449 million yen in construction work were implemented. Name of real estate properties (Location) Daiwa Tsukishima (Chuo-ku, Tokyo) Shinjuku Maynds Tower (Shibuya-ku, Tokyo) Daiwa Shibaura (Minato-ku, Tokyo) Purpose Renovation work of common areas Repair work of mechanical parking facility Upgrading of elevators Other Total Period From: To: From: To: From: To: From: To: Apr. 2016 Jul. 2016 Jul. 2016 Oct. 2016 Aug. 2016 Nov. 2016 Jun. 2016 Nov. 2016 Construction amount paid (Millions of yen) 70 69 64 790 993 II. Asset Management Report 19 (5) Overview of Financial Performance and Distributions As a result of the management described above, DOI posted financial performance for the 22nd Fiscal Period of 12,583 million yen in operating revenues, 6,143 million yen in operating income, 5,325 million yen in ordinary income and 5,325 million yen in net income. Concerning distributions, it is planned that the amount equivalent to distributions from earnings would be included in the amount of tax-deductible expenses based on application of special provisions for taxation of corporation tax (Article 67-15 of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957; including amendments thereto) (the “Special Taxation Measures Act”)). Accordingly, DOI decided to distribute the entire amount of unappropriated retained earnings (excluding fractions of the distribution amount per unit that are less than 1 yen), and declared a distribution amount per unit of 10,695 yen. 3. Outlook for the Next Fiscal Period (1) Investment Environment The Japanese economy going forward is expected to see a moderate economic recovery through recovery in personal spending against the backdrop of favorable employment environment and the improved income environment while various economic measures, centering on the public works projects and financial policies promoted by the Abe administration and the monetary easing policy implemented by Bank of Japan continue. However, factors, such as policies to be set out by the U.S. President-elect Donald Trump, the downward swing of the Chinese economy, upset in emerging markets accompanying the U.S. “exit strategy,” drop in stock prices around the world due to geopolitical risks and downturn of the European economy, pose potential risks of disrupting the Japanese real economy and financial environment, and are thus thought to require attention. In the Tokyo office building leasing market, while new supply is on a low note, factors such as improvement in employment are stimulating demand, resulting in the vacancy rate dropping. Improvement in corporate performance is forecasted to increase demand for office floor space and rent is expected to improve as a consequence. In the office building transaction market, backed by the favorable financing environment and expectations of rent rising, among other factors, property acquisition appetite among investors overseas, real estate companies and funds (including J-REITs) is thought to grow even stronger. (2) Future Management Policy and Tasks (A) Strategy for Managing Existing Properties Despite such office leasing market conditions as described above, the tenant side is also expected to become more heavily selective with properties in terms of software such as crime/disaster prevention measures and operations/management on top of location and building specifications. Consequently, DOI will carry out operational management under the following policy with an aim to enhance the competitiveness of existing properties and thereby increase the normal EPS over the medium to long term. (a) Maintain and raise occupancy rates Concerning existing tenants, strive to reduce vacancy risks by improving the quality of buildings, equipment and management system. In addition, concerning new tenants, strive to maintain and raise occupancy rates through the provision of services that are of higher satisfaction levels than competing properties through proactive participation in the market. (b) Maintain and raise profitability Aim to secure stable revenue over the medium to long term through further strengthening good relationships with existing tenants, as well as proactively tapping the needs of new tenants by discerning the market environment. (c) Lower operational management costs Strive to lower operational management costs based on maintaining office environments of high tenant satisfaction levels by implementing efficient operational management and reviewing systematic construction work by optimally leveraging the economies of scale achieved from proactively realizing external growth. 20 (B) Strategy for New Property Investments DOI will invest in office buildings that have a total floor area of about 2,000m2 or more based on various external growth strategies, while maintaining a balance with the asset acquisition environment and financing situation. In principle, considerations will focus on Tokyo as the investment target area, but DOI will also consider investing in competitive properties in cities other than Tokyo from a viewpoint of territorially-distributed investments. As pipeline support, in addition to expanding its own information-sourcing channels, DOI will continue to search for properties that meet its investment criteria by proactively gathering real estate transaction market information through greater collaboration with the Asset Manager and Sponsor Group and utilizing the Group’s extensive network of clients, partners, etc. Furthermore, in the 22nd Fiscal Period, DOI acquired “Heiwa Higashi-nihonbashi Building,” “Square Daikanyama Building,” “Shinjuku West Building” and “Ogikubo TM Building” which are located in Tokyo. DOI believes that acquisition of these properties will contribute to further stabilization and enhancement of the portfolio. DOI will continue to strive to acquire properties in line with the investment strategy described above. (C) Financial Strategy DOI will conduct disciplined financial management of the following basic content. (a)Control leverage by keeping the ratio of interest-bearing liabilities to total assets (LTV) within the range of 40% to 50% at maximum, taking into consideration also the real LTV, etc., as a principle. (b)Diversify repayment deadlines, targeting 30.0 billion yen as the maximum amount of interest-bearing liabilities that shall become due during any single fiscal period as a principle. (c)Aim to have long-term loans account for at least 70% of total loans as a principle. (d)Achieve diversification of lenders, which shall mainly be Japanese financial institutions. (e)Pursuant to its fund management rules, maintain stability in its financial standing by managing necessary funds, such as the amount equivalent to distributions paid, separately from working capital. (D) Schedule of Capital Expenditures The following are the principal capital expenditures arising from renovation construction work, etc. currently planned for existing portfolio properties. Please note that the expected construction amount includes portions that are expensed as a separate account item of accounting costs. Expected construction amount (Millions of yen) Name of real estate properties (Location) Purpose Scheduled implementation period Total amount Amount paid during current period Total amount already paid Daiwa Akasaka (Minato-ku, Tokyo Upgrading of air-conditioning system From: Nov. 2016 To: Jun. 2018 1,091 – – Ogikubo TM Building (Suginami-ku, Tokyo) Upgrading of air-conditioning equipment From: Feb. 2017 To: May 2017 88 – – Shinjuku Maynds Tower Changing lighting in exclusive (Shibuya-ku, Tokyo) areas to LED (green leasing) From: Dec. 2016 To: May 2017 60 – – Daiwa Akasaka (Minato-ku, Tokyo) Upgrading of mechanical parking From: Oct. 2016 facility To: May 2017 55 – – Daiwa Shibadaimon (Minato-ku, Tokyo) Upgrading of individual airconditioning equipment 54 – – From: Feb. 2017 To: May 2017 II. Asset Management Report 21 III. Balance Sheets As of May 31, 2016 and November 30, 2016 (Thousands of yen) As of May 31, 2016 As of November 30, 2016 Assets Current Assets: Cash and cash equivalents (Notes 3 and 4) 23,038,218 20,667,865 174,843 145,235 - 55,305 427,960 369,096 307 12 Other current assets 188,383 16,773 Total Current Assets 23,829,711 21,254,286 12,302,227 12,302,227 3,146,315 3,219,522 18,958 19,126 3,449 2,661 Land in trust accounts 351,272,600 359,306,652 Buildings and structures in trust accounts 102,387,897 104,787,007 Machinery and equipment in trust accounts 756,802 886,637 Tools, furniture and fixtures in trust accounts 187,063 228,556 42,086 399,430 4,337 4,337 (21,675,860) (23,137,885) 2,407,102 2,398,276 306,884 306,884 451,159,860 460,723,430 596 542 113,685 113,684 Long-term prepaid expenses 1,189,162 1,074,159 Deferred tax assets (Note 13) 355,230 165,910 - 80,483 Deferred investment corporation bond issuance costs 29,436 26,482 Others 12,353 11,944 1,700,462 1,473,204 476,690,033 483,450,920 Tenant receivables Consumption taxes receivable Prepaid expenses Deferred tax assets (Note 13) Investment Properties, at cost (Notes 5 and 6): Land Buildings and structures Tools, furniture and fixtures Construction in progress Construction in progress in trust accounts Other tangible fixed assets in trust accounts Less: accumulated depreciation Leasehold rights Leasehold rights in trust accounts Total Investment Properties, net Other Assets: Trademark Lease and guarantee deposits in trust Derivative assets (Note 4) Total Other Assets Total Assets The accompanying notes are an integral part of these financial statements. 22 (Thousands of yen) As of May 31, 2016 As of November 30, 2016 Liabilities Current Liabilities: Accounts payable 988,221 1,996,737 - 1,000,000 21,200,000 28,250,000 494,490 456,273 970 831 534,191 89,141 2,051,728 2,028,281 Other current liabilities 365,653 264,660 Total Current Liabilities 25,635,253 34,085,923 5,100,000 5,100,000 180,000,000 169,950,000 16,870,266 16,952,100 1,364,329 845,574 203,334,595 192,847,674 228,969,848 226,933,597 243,403,874 251,551,759 - 164,163 5,250,226 5,324,776 248,654,100 257,040,698 Deferred gains or losses on hedges (933,915) (523,375) Total valuation and translation adjustments (933,915) (523,375) Total Net Assets 247,720,185 256,517,323 Total Liabilities and Net Assets 476,690,033 483,450,920 Short-term debt (Notes 4 and 9) Long-term debt due within one year (Notes 4 and 9) Accounts payable – other Income taxes payable Accrued consumption taxes Rent received in advance Long-Term Liabilities: Investment corporation bonds (Notes 4 and 9) Long-term debt (Notes 4 and 9) Tenant security deposits including trust accounts (Note 4) Derivative liabilities (Note 4) Total Long-Term Liabilities Total Liabilities Net Assets (Notes 8 and 14) Unitholders’ Equity: Unitholders’ capital Units authorized: 2,000,000 units Units issued and outstanding: 484,000 units as of May 31, 2016 and 497,869 units as of November 30, 2016, respectively Reserve for reduction entry Retained earnings Total Unitholders’ Equity Valuation and translation adjustments The accompanying notes are an integral part of these financial statements. III. Balance Sheets 23 IV. Statements of Income and Retained Earnings For the fiscal periods ended May 31, 2016 and November 30, 2016 (Thousands of yen) For the fiscal periods ended May 31, 2016 Operating Revenues: Rental revenues (Note 7) Other revenues related to property leasing (Note 7) Gain on sale of investment properties (Note 11) Total Operating Revenues Operating Expenses: Property-related expenses (Note 7) Asset management fees Asset custody fees Administrative service fees Trust fees Directors’ compensation Other operating expenses Total Operating Expenses Operating Income Non-Operating Revenues: Interest income Reversal of distribution payable Other non-operating revenues Total Non-Operating Revenues Non-Operating Expenses: Interest expense Interest expense on investment corporation bonds Borrowing expenses New investment units issuance costs Other non-operating expenses Total Non-Operating Expenses For the fiscal periods ended November 30, 2016 11,947,802 91,981 323,700 12,687,269 63,616 102,139 12,363,483 12,853,024 5,014,202 994,954 23,183 73,682 5,433,014 1,043,441 24,159 82,492 19,720 5,400 123,887 18,936 6,300 101,197 6,255,028 6,108,455 6,709,539 6,143,485 132 689 4,902 45 624 10,357 5,723 11,026 597,307 16,892 166,855 603,225 16,708 173,072 31,339 4,738 - 6,154 787,208 829,082 Ordinary Income Income Before Income Taxes Income taxes – current Income taxes – deferred 5,326,970 5,326,970 5,325,429 5,325,429 978 75,798 837 6 Total Income Taxes (Note 13) Net Income Retained Earnings Brought Forward 76,776 5,250,194 32 5,250,226 843 5,324,586 190 5,324,776 Retained Earnings at End of Period The accompanying notes are an integral part of these financial statements. 24 IV. Statements of Income and Retained Earnings V. Statements of Changes in Net Assets For the fiscal periods ended May 31, 2016 and November 30, 2016 Number of Units (Units) Balance as of November 30, 2015 Cash distributions declared Net income Net changes of items other than unitholders’ equity Balance as of May 31, 2016 Issuance of new investment units Provision of reserve for reduction entry Cash distributions declared Net income (Thousands of yen) Unitholders’ Equity Reserve for Unitholders’ Retained Reduction Capital Earnings Entry Deferred Gains or Losses on Hedges Total Net Assets 484,000 243,403,874 - 4,689,024 (392,515) 247,700,383 - - - (4,688,992) - (4,688,992) - - - 5,250,194 - 5,250,194 - - - - (541,400) (541,400) 484,000 243,403,874 - 5,250,226 (933,915) 247,720,185 13,869 8,147,885 - - - 8,147,885 - - 164,163 (164,163) - - - - - (5,085,873) - (5,085,873) - - - 5,324,586 - 5,324,586 410,540 410,540 (523,375) 256,517,323 Net changes of items other than - - - - unitholders’ equity Balance as of 497,869 251,551,759 164,163 5,324,776 November 30, 2016 The accompanying notes are an integral part of these financial statements. V. Statements of Changes in Net Assets 25 VI. Statements of Cash Flows For the fiscal periods ended May 31, 2016 and November 30, 2016 (Thousands of yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 Income before income taxes 5,326,970 5,325,429 Depreciation and amortization 1,726,590 1,750,179 Amortization of bond issuance costs 2,954 2,954 New investment units issuance costs - 31,339 614,199 619,933 Decrease in tenant receivables 63,993 29,608 (Decrease) increase in accounts payable (93,048) 382,297 110,704 (23,447) 9,127,507 3,795,174 Interest payments (614,107) (620,025) Decrease (increase) in consumption taxes receivable 515,291 (55,305) Other, net 582,002 (81,115) 17,363,055 11,157,021 (22,669,418) (14,558,212) - (82,008) Proceeds from tenant security deposits 882,544 1,152,741 Refunds of tenant security deposits (549,537) (1,070,907) Net Cash Used in Investing Activities (22,336,411) (14,558,386) Proceeds from short-term debt - 8,000,000 Repayments of short-term debt (5,500,000) (7,000,000) Proceeds from long-term debt 21,700,000 1,500,000 Repayments of long-term debt (2,200,000) (4,500,000) - 8,116,546 (4,688,696) (5,085,534) Net Cash Provided by Financing Activities 9,311,304 1,031,012 Net Change in Cash and Cash Equivalents 4,337,948 (2,370,353) Cash and Cash Equivalents at Beginning of Period 18,700,270 23,038,218 Cash and Cash Equivalents at End of Period (Note 3) 23,038,218 20,667,865 Cash Flows from Operating Activities: Interest expense Increase (decrease) in rent received in advance Decrease in investment properties due to sale Net Cash Provided by Operating Activities Cash Flows from Investing Activities: Payments for purchases of investment properties Payments for purchases of intangible assets Cash Flows from Financing Activities: Proceeds from issuance of new investment units Distributions paid The accompanying notes are an integral part of these financial statements. 26 VI. Statements of Cash Flows VII. Notes to Financial Statements For the fiscal periods ended May 31, 2016 and November 30, 2016 Note 1 – Organization and Basis of Presentation Organization Daiwa Office Investment Corporation (the former DA Office Investment Corporation; hereinafter referred to as “DOI”) was established on July 11, 2005 as an investment corporation under the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, including subsequent revisions, hereinafter referred to as the “Investment Trust Act”) by the founder (the former daVinci Select; now, Daiwa Real Estate Asset Management (hereinafter referred to as the “Asset Manager”)). DOI is an externally managed real estate fund, established as an investment corporation. The Asset Manager, as DOI’s asset management company, is engaged in acquiring, managing, leasing, and renovating office properties. Daiwa Securities Group Inc. currently owns 100% of the shares of the Asset Manager. On October 18, 2005, DOI had raised approximately 49,498,710 thousand yen through an initial public offering of units. Those units were listed on the J-REIT section of the Tokyo Stock Exchange. As of November 30, 2016, DOI had ownership or trust beneficiary interests in 53 office properties with approximately 336,722m2 of rentable office space and had leased office space to 558 tenants engaged in a variety of businesses. The occupancy rate for the office properties was approximately 97.7%. Basis of Presentation The accompanying financial statements have been prepared in accordance with the provisions set forth in the Investment Trust Act, the Financial Instruments and Exchange Act and their related accounting regulations, and in conformity with accounting principles generally accepted in Japan (“Japanese GAAP”), which are different in certain respects as to application and disclosure requirements of International Financial Reporting Standards or accounting principles generally accepted in the United States of America. The accompanying financial statements have been reformatted and translated into English from the financial statements of DOI prepared in accordance with Japanese GAAP and filed with the appropriate Local Finance Bureau of the Ministry of Finance as required by the Financial Instruments and Exchange Act. In preparing the accompanying financial statements, relevant notes have been expanded and certain reclassifications have been made from the Japanese GAAP financial statements. Certain supplementary information included in the statutory Japanese GAAP financial statements, but not required for fair presentation, is not presented in the accompanying financial statements. DOI maintains its accounting records in Japanese yen. DOI’s fiscal period is a six-month period ending at the end of May and November of each year. VII. Notes to Financial Statements 27 Note 2 – Summary of Significant Accounting Policies (a) Cash and Cash Equivalents Cash and cash equivalents consist of cash, demand deposits, and short-term investments which are highly liquid, readily convertible to cash and with insignificant risk of market value fluctuation, with maturities of three months or less from the date of acquisition. (b) Investment Properties Investment properties are recorded at cost, which includes the allocated purchase price, related costs and expenses for acquisition of the office properties and the trust beneficiary interests in trust. Investment property balances are depreciated using the straight-line method over the estimated useful lives as follows: As of May 31, 2016 As of November 30, 2016 Buildings and structures 2-64 years 2-64 years Machinery and equipment 4-23 years 7-23 years Tools, furniture and fixtures 5-18 years 5-15 years Cost related to the renovation, construction improvement of properties is capitalized. Expenditures for repairs and maintenance which do not add to the value or prolong the useful life of property, are expensed as incurred. (c) Deferred Investment Corporation Bond Issuance Costs Deferred investment corporation bond issuance costs are amortized on a straight-line basis over the respective terms of the bonds. (d) New Investment Units Issuance Costs The issuance costs of new investment units are expensed when incurred. (e) Income Taxes Deferred tax assets and liabilities are computed based on the difference between the financial statements and income tax bases of assets and liabilities using the statutory rate. (f) Real Estate Taxes Investment properties are subject to various taxes, such as property taxes and city planning taxes. Owners of the properties are registered by records maintained in each jurisdiction by the local government. The taxes are imposed on the registered record owner as of January 1 of each year, based on an assessment made by the local government. When a property is purchased within the calendar year, the taxes for corresponding calendar year are imposed on the seller. DOI pays the seller the corresponding amount of the taxes for the period from property acquisition date to December 31 of the calendar year and capitalizes these amounts as acquisition costs of the property, rather than expensing them. In subsequent calendar years, such taxes on investment properties are charged as operating expenses in each fiscal period. The following is a summary of capitalized real estate taxes. (Thousands of yen) Capitalized real estate taxes For the fiscal periods ended May 31, 2016 53,870 For the fiscal periods ended November 30, 2016 39,921 (g) Consumption Taxes Consumption taxes are excluded from transaction amounts. Generally, consumption taxes paid are offset against the balance of consumption taxes withheld. As such, the excess of payments over amounts withheld is included in the current assets while the excess of amounts withheld over payments is included in the current liabilities. Non-deductible consumption taxes relating to investment properties are amortized equally over five years. (h) Hedge Accounting DOI enters into derivative transactions for the purpose of hedging risks in the Articles of Incorporation of DOI in accordance with its general risk management policy. DOI uses interest-rate swaps as hedging instruments in order to hedge the risk of interest rate fluctuations related to borrowings. Pursuant to Japanese GAAP, DOI applies the special accounting treatment to interest-rate swaps which qualify for hedge accounting and meet specific criteria. Under the special accounting treatment, the related differentials paid or received under such swap contracts can be recognized and included in interest expense or income of the hedged assets or liabilities, and the interest-rate swaps are not required to be measured at fair value separately. The assessment of hedge effectiveness has been made each fiscal period except for interest-rate swaps which meet the special criteria. 28 (i) Revenue Recognition Operating revenues consist of rental revenues including base rents and common area charges, and other operating revenues such as utility charge reimbursements, parking space rental revenues and other income. Rental revenues are generally recognized on an accrual basis over the life of each lease. Utility charge reimbursements are recognized when earned and their amounts can be reasonably estimated. (j) Accounting Treatment of Trust Beneficiary Interests in Real Estate For trust beneficiary interests in real estate, all assets and liabilities with respect to assets in trust, as well as all income generated and expenses incurred with respect to assets in trust, are recorded in the relevant balance sheet and income statement accounts of the accompanying financial statements. Note 3 – Cash and Cash Equivalents Cash and cash equivalents stated on the accompanying balance sheets and statements of cash flows as of May 31, 2016 and November 30, 2016 consisted of the following: (Thousands of yen) Cash and deposits Cash and deposits in trust Cash and cash equivalents As of May 31, 2016 20,940,425 2,097,793 23,038,218 As of November 30, 2016 19,070,683 1,597,182 20,667,865 Note 4 – Financial Instruments (a) Qualitative Information for Financial Instruments Policy for Financial Instrument Transactions DOI raises funds through borrowings, issuance of investment corporation bonds and issuance of investment units for acquisition and renovation of investment properties, cash distributions of dividends and repayment of bank borrowings. In financing through interest-bearing debt, DOI raises funds with longer term, fixed-rate and welldiversified maturities to secure stable financing capacity and avoid potential risk of rising interest rates. Surplus funds are managed considering risk and liquidity, by investing in highly liquid monetary assets and securities (in principle, deposits). DOI enters into derivative transactions only for the purpose of hedging interest rate risks arising from liabilities. Nature and Extent of Risks arising from Financial Instruments and Risk Management Proceeds from borrowings and investment corporation bonds are used mainly to acquire investment properties and repay or redeem outstanding borrowings and bonds. These borrowings and bonds are exposed to liquidity risk. Such risk is managed in ways such as maintaining the LTV ratio at low levels, diversifying maturities, keeping the ratio of long-term debt to total debt at high levels, and diversifying lenders. For the floating-rate borrowings exposed to the risk of future interest rate fluctuations, DOI uses derivative transactions (interest-rate swap) as hedging instruments, in order to avoid interest rate fluctuations and to fix the amount of interest payments for floating-rate borrowings. DOI evaluates the effectiveness of hedges by the correlation between the change in aggregated amount of cash flow of the hedging instruments and the change in aggregated amount of cash flow of the hedged items. The assessment of hedge effectiveness is omitted for the interest-rate swaps which meet the specific criteria under the special accounting treatment. Derivative transactions are executed and monitored in compliance with the rules and procedures set forth in the risk management policy of DOI. Tenant security deposits including trust accounts are exposed to liquidity risk arising from refunding deposits in the event of vacating of properties by tenants. Such risk is managed by reserving some parts of the funds. Bank deposits are used for investing DOI’s surplus funds. These bank deposits are exposed to credit risks such as bankruptcy of the depository financial institutions. DOI manages credit risk by investing only in short-term deposit and setting a minimum credit rating requirement for the depository financial institutions (excluding deposits for settlement purposes). Supplemental Explanation regarding Fair Value of Financial Instruments The fair value of financial instruments is based on their quoted market price. When there is no quoted market price available, fair value is reasonably estimated. Since certain assumptions and factors are reflected in estimating the fair value, different assumptions and factors could result in a different value. Also, the contractual amounts of derivative transactions do not represent the market risk involved in these derivative transactions. VII. Notes to Financial Statements 29 (b) Estimated Fair Value of Financial Instruments Book value, fair value and difference between the two as of May 31, 2016 and November 30, 2016 were as follows: (Thousands of yen) As of May 31, 2016 Assets Book value Fair value Cash and cash equivalents Total 23,038,218 23,038,218 23,038,218 As of November 30, 2016 Difference Book value Fair value Difference – 20,667,865 20,667,865 – 23,038,218 – 20,667,865 20,667,865 – – – – 1,000,000 1,000,000 – 21,200,000 21,292,250 92,250 28,250,000 28,320,007 70,007 5,100,000 5,221,170 121,170 5,100,000 5,184,930 84,930 Long-term debt 180,000,000 180,362,802 362,802 169,950,000 170,032,843 82,843 Total 206,300,000 206,876,222 576,222 204,300,000 204,537,780 237,780 (1,365,242) (1,365,242) – (765,091) (765,091) – Liabilities Short-term debt Long-term debt due within one year Investment corporation bonds Derivative transactions (*) (*)The value of assets and liabilities arising from derivatives is shown at net value and with the amount in parenthesis indicating the net liability position. The financial instruments whose fair value is deemed extremely difficult to determine are excluded from the above table (See Note 2 below). Notes: 1. Methods to estimate fair value of financial instruments and derivative transactions Assets: (1) Cash and cash equivalents Due to the short maturities, the book value of these assets is deemed a reasonable approximation of the fair value. Liabilities: (1) Short-term debt, long-term debt due within one year and long-term debt For short-term debt and long-term debt with floating interest rates, their fair value and book value are nearly identical and there are no significant changes in DOI’s credit risk after borrowing. Therefore, for these items, their book value is assumed as their fair value. For short-term debt and long-term debt with fixed interest rates, their fair value is calculated based on the present value of principle and interest cash flows discounted at the current interest rate which is estimated to be applied if similar new debt is entered into. However, the fair value of certain floating-rate long term debt that qualifies for the special treatment of interest-rate swaps is calculated based on the present value of principle and interest cash flows which are processed as a single unit with the interest-rate swap. (2) Investment corporation bonds The fair value of investment corporation bonds are based on their quoted market price. 30 Derivative Transactions: The Company applies the hedge accounting for all derivative transactions. Contractual amount and fair value were as follows: (Thousands of yen) Hedge accounting method Type of derivative transaction Hedged item As of May 31, 2016 Contracted amount Fair value (*1) Due after one year Total Deferral hedge accounting method Interest-rate swap Receive floating/ Pay fixed Long-term debt 82,800,000 81,300,000 (1,365,242) Special treatment for interest-rate swaps Interest-rate swap Receive floating/ Pay fixed Long-term debt 28,350,000 19,850,000 – (*2) 111,150,000 101,150,000 (1,365,242) (Thousands of yen) Hedge accounting method Type of derivative transaction Hedged item As of November 30, 2016 Contracted amount Fair value (*1) Due after one year Total Deferral hedge accounting method Interest-rate swap Receive floating/ Pay fixed Long-term debt 99,600,000 99,600,000 (765,091) Special treatment for interest-rate swaps Interest-rate swap Receive floating/ Pay fixed Long-term debt 28,350,000 14,350,000 – (*2) 127,950,000 113,950,000 (765,091) (*1)The fair value is provided by financial institutions. (*2)Fair values of interest-rate swaps with the special treatment are included in fair values of related long-term debt as the interest-rate swaps are processed as single unit with the hedged long-term debt. 2. Financial instruments whose fair value is deemed extremely difficult to determine Tenant security deposits including trust accounts (with a book value of 16,870,266 thousand yen as of May 31, 2016 and 16,952,100 thousand yen as of November 30, 2016) that have been deposited by tenants were excluded from the scope of fair value disclosure because they are not marketable, and the actual deposit period is not estimable, which in turn makes it difficult to reasonably estimate the future cash flows. VII. Notes to Financial Statements 31 3. Redemption schedule for monetary claims (Thousands of yen) As of May 31, 2016 Cash and cash equivalents Total Due after Due after Due after Due after one to two two to three three to four four to five years years years years 23,038,218 – – – – 23,038,218 – – – – Due within one year Due after five years – – (Thousands of yen) As of November 30, 2016 Cash and cash equivalents Total Due after Due after Due after Due after one to two two to three three to four four to five years years years years 20,667,865 – – – – 20,667,865 – – – – Due within one year Due after five years – – 4. Redemption schedule for short-term debt, investment corporation bonds and long-term debt (Thousands of yen) As of May 31, 2016 Investment corporation bonds Long-term debt Total Due within one year Due after Due after Due after Due after one to two two to three three to four four to five years years years years Due after five years – – – 3,000,000 – 2,100,000 21,200,000 19,400,000 21,500,000 25,000,000 33,300,000 80,800,000 21,200,000 19,400,000 21,500,000 28,000,000 33,300,000 82,900,000 (Thousands of yen) As of November 30, 2016 Short-term debt Investment corporation bonds Long-term debt Total 32 Due within one year Due after Due after Due after Due after one to two two to three three to four four to five years years years years Due after five years 1,000,000 – – – – – – – 3,000,000 – – 2,100,000 28,250,000 17,350,000 22,000,000 31,600,000 24,200,000 74,800,000 29,250,000 17,350,000 25,000,000 31,600,000 24,200,000 76,900,000 Note 5 – Tangible Fixed Assets of Investment Properties Investment properties as of May 31, 2016 and November 30, 2016 consisted of the following: As of May 31, 2016 Acquisition cost Land Accumulated depreciation (Thousands of yen) As of November 30, 2016 Book value Acquisition cost Accumulated depreciation Book value 12,302,227 – 12,302,227 12,302,227 – 12,302,227 3,146,315 (1,807,702) 1,338,613 3,219,522 (1,895,482) 1,324,040 Tools, furniture and fixtures 18,958 (9,261) 9,697 19,126 (10,007) 9,119 Construction in progress 3,448 – 3,448 2,661 – 2,661 Land in trust accounts 351,272,600 – 351,272,600 359,306,652 – 359,306,652 Buildings and structures in trust accounts 102,387,898 (19,378,467) 83,009,430 104,787,007 (20,718,843) 84,068,164 Machinery and equipment in trust accounts 756,802 (389,890) 366,912 886,637 (411,720) 474,917 Tools, furniture and fixtures in trust accounts 187,063 (86,203) 100,860 228,556 (97,496) 131,060 Construction in progress in trust accounts 42,086 – 42,086 399,430 – 399,430 Other tangible fixed assets in trust accounts 4,337 (4,337) – 4,337 (4,337) – 470,121,734 (21,675,860) 448,445,873 481,156,155 (23,137,885) 458,018,270 Buildings and structures Total VII. Notes to Financial Statements 33 Note 6 – Fair Value of Investment and Rental Properties The book value, net changes in the book value and the fair value of the investment and rental properties were as follows: (Thousands of yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 439,123,699 451,114,325 11,990,626 9,207,014 Balance at end of period 451,114,325 460,321,339 Fair value (Note 3) 483,390,000 505,430,000 Book value: (Note 1) Balance at beginning of period Change during the period (Note 2) (Notes) 1. The book value represents the acquisition cost less accumulated depreciation. 2. Significant changes For the fiscal period ended May 31, 2016, the major reasons of increase are acquisitions of two assets (21,890,000 thousand yen). The major reason of decrease is sale of two assets (9,127,507 thousand yen) and depreciation (1,726,073 thousand yen). For the fiscal period ended November 30, 2016, the major reasons of increase are acquisitions of four assets (13,392,000 thousand yen). The major reason of decrease is sale of “Daiwa Kudan Building” (3,795,174 thousand yen) and depreciation (1,749,716 thousand yen). 3. The fair values as of May 31, 2016 and November 30, 2016 were determined by the sum of appraisal values provided by external real estate appraisers. Note 7 – Rental Revenues and Expenses Rental revenues and expenses for the fiscal periods ended May 31, 2016 and November 30, 2016 were as follows: (Thousands of yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 11,947,802 12,687,269 91,981 63,616 12,039,783 12,750,885 868,700 942,415 1,051,127 1,068,009 895,930 1,045,891 17,250 17,056 403,759 456,738 1,726,073 1,749,716 51,363 153,189 Total rental expenses 5,014,202 5,433,014 Income from property leasing 7,025,581 7,317,871 Revenues from property leasing: Rental revenues Other revenues related to property leasing Total revenues from property leasing Rental expenses: Consignment expenses Utilities expenses Taxes and dues Insurance expenses Repair expenses Depreciation Other 34 Note 8 – Net Assets DOI issues non-par value units in accordance with the Investment Trust Act and all of the amounts issued are designated as stated capital. DOI maintains a minimum of 50 million yen of net assets as required by the Investment Trust Act. Note 9 – Short-Term Debt, Long-Term Debt Due Within One Year, Long-Term Debt and Investment Corporation Bonds Short-term debt, long-term debt due within one year, long-term debt and investment corporation bonds as of May 31, 2016 and November 30, 2016 consisted of the following: (Thousands of yen) As of May 31, 2016 Unsecured loans due 2017 to 2026, principally from banks and insurance companies with interest rates mainly ranging from 0.2% to 1.0% As of November 30, 2016 201,200,000 199,200,000 0.4% unsecured bond due 2019 3,000,000 3,000,000 1.0% unsecured bond due 2024 2,100,000 2,100,000 206,300,000 204,300,000 Total (Note) The interest rates presented are daily weighted average interest rates. As for long-term debts which were hedged by interest-rate swaps for the purpose of avoiding interest rate fluctuation risk, the swapped interest rates are used to calculate daily weighted average interest rates. The annual maturities of short-term debt, long-term debt and investment corporation bonds as of November 30, 2016 were as follows: (Thousands of yen) Due within one year Due after Due after Due after Due after one to two two to three three to four four to five years years years years Due after five years Short-term debt, long-term debt 29,250,000 17,350,000 25,000,000 31,600,000 24,200,000 76,900,000 and investment corporation bonds Note 10 – Leases As Lessor The future minimum rental revenues under existing non-cancelable operating leases as of May 31, 2016 and November 30, 2016 were as follows: (Thousands of yen) As of May 31, 2016 As of November 30, 2016 Due within one year 10,461,097 9,765,206 Due after one year 17,018,806 16,105,193 Total 27,479,903 25,870,399 VII. Notes to Financial Statements 35 Note 11 – Gain on Sale of Investment Properties Gain on sale of investment properties for the fiscal period ended May 31, 2016 was as follows: (Thousands of yen) For the fiscal period ended May 31, 2016 Daiwa Shibuya Dogenzaka Building: Proceeds from sale of investment property 6,400,000 Cost of selling investment property (4,474,587) Other expenses related to sale Gain on sale of investment property (225,505) 1,699,908 Daiwa Minami-Senba Building: Proceeds from sale of investment property 3,335,062 Cost of selling investment property (4,652,920) Other expenses related to sale Loss on sale of investment property (58,350) (1,376,208) Gain on sale of investment properties for the fiscal period ended November 30, 2016 was as follows: (Thousands of yen) For the fiscal period ended November 30, 2016 Daiwa Kudan Building: Proceeds from sale of investment property 4,048,485 Cost of selling investment property (3,795,174) Other expenses related to sale (151,172) Gain on sale of investment property 102,139 Note 12 – Reduction of Investment Properties Purchased with Government Subsidies Government subsidies of 32,898 thousand yen were deducted from the acquisition cost of the buildings in trust as of May 31, 2016 and November 30, 2016. 36 Note 13 – Income Taxes DOI is subject to Japanese corporate income taxes on all of its taxable income. However, DOI may deduct the amount distributed to its unitholders from its taxable income when certain requirements, including a requirement to distribute in excess of 90% of distributable profit for the fiscal period, are met under the Special Taxation Measure Act of Japan. If DOI does not satisfy all of the requirements as specified in the Act, the entire taxable income of DOI will be subject to regular corporate income taxes in Japan. DOI has made distribution in excess of 90% of its distributable profit for each fiscal period in order to be able to deduct such amount from taxable income. The following table summarizes the significant difference between the statutory tax rate and DOI’s effective tax rate for financial statement purposes. (%) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 Statutory tax rate 32.31% 31.74% Deductible cash distributions (30.85) (31.74) Others (0.02) 0.02 Effective tax rate 1.44% 0.02% The significant components of deferred tax assets and liabilities as of May 31, 2016 and November 30, 2016 were as follows: (Thousands of yen) As of May 31, 2016 As of November 30, 2016 Deferred tax assets: Accrued enterprise tax Deferred losses on hedges Total deferred tax assets 17 12 431,326 267,141 431,343 267,153 75,806 75,806 – 25,425 75,806 101,231 355,537 165,922 Deferred tax liabilities: Reserve for reduction entry Deferred gains on hedges Total deferred tax liabilities Net deferred tax assets VII. Notes to Financial Statements 37 Note 14 – Per Unit Information Information about earnings per unit for the fiscal periods ended May 31, 2016 and November 30, 2016 and net assets per unit as of May 31, 2016 and November 30, 2016 were as follows: (Yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 10,847.51 10,800.73 484,000 492,984 Earnings per Unit: Net income per unit Weighted average number of units outstanding (units) (Yen) As of May 31, 2016 Net Assets per Unit 511,819 As of November 30, 2016 515,231 The computation of earnings per unit is based on the weighted average number of units outstanding during the period. The computation of net assets per unit is based on the number of units outstanding at each period end as stated on the balance sheets. The diluted net income per unit is not stated as there are no diluted investment units. There is no amount that is not available to ordinary unitholders. Note 15 – Distribution Information DOI’s Articles of Incorporation stipulate that DOI is required to make cash distribution in excess of 90% of distributable profit as defined in the Special Taxation Measure Act of Japan for each fiscal period. Therefore, the total amount of dividends that DOI has determined to pay out is 5,085,872,000 yen for the fiscal period ended May 31, 2016 and 5,324,708,955 yen for the fiscal period ended November 30, 2016 that are the largest integral multiple of 484,000 and 497,869, the number of units outstanding as of May 31, 2016 and November 30, 2016, respectively, after deducting provision of reserve for reduction entry as stipulated in Article 66-2 of the Special Taxation Measure Act of Japan. Furthermore, DOI does not pay out dividends that exceed accounting profits as outlined in Article 32-2 of DOI’s Articles of Incorporation. (Yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 Ⅰ Unappropriated retained earnings 5,250,225,912 5,324,776,691 Ⅱ Cash distributions declared 5,085,872,000 5,324,708,955 164,162,797 – 191,115 67,736 Ⅲ Voluntary Retained Earnings Provision of reserve for reduction entry Ⅳ Retained earnings brought forward 38 Cash distributions are declared by the board of directors after the end of each period. Such distributions are payable to unitholders of record at the end of each period. Information of cash distributions per unit and the board of directors meeting dates when the distributions were proposed and approved were as follows: (Yen) For the fiscal periods ended May 31, 2016 For the fiscal periods ended November 30, 2016 10,508 10,695 July 15, 2016 January 20, 2017 Cash distributions per unit Board of directors meeting dates Note 16 – Related-Party Transactions Not applicable. Note 17 – Segment Information For the fiscal periods ended May 31, 2016 and November 30, 2016 Segment Information Segment information has been omitted as DOI has only one segment, which is property leasing business. Related Information Information about Products and Services Disclosure of this information has been omitted as operating revenues to external customers for a single product/service category account for more than 90% of the operating revenues on the statements of income and retained earnings. Information about Geographic Areas (1) Operating revenues Disclosure of this information has been omitted as domestic operating revenues account for more than 90% of total operating revenues. (2) Investment properties Disclosure of this information has been omitted as domestic investment properties account for more than 90% of the book value of the total investment properties. Information about Major Tenants Disclosure of this information has been omitted as there is no tenant that accounts for 10% or more of the operating revenues recorded in the statements of income and retained earnings. VII. Notes to Financial Statements 39 Note 18 – Significant Subsequent Events Acquisition of Asset DOI acquired the trust beneficial interest in real estate on December 21, 2016 as described below. Overview of the asset 40 Asset type Trust beneficial interest in domestic real estate Property name Shin Kanda Mikuracho Building Location 5-1 Kanda Mikura-cho, Chiyoda-ku, Tokyo Acquisition price 1,592,000 thousand yen (excluding acquisition-related costs, consumption taxes, etc.) Agreement date December 15, 2016 Acquisition date December 21, 2016 Seller OH Real Estate Management Co., Ltd. VIII. Independent Auditor’s Report VIII. Independent Auditor’s Report 41 IX. Investor Information History of Investment Unit Price 18,000 (units) (yen) 900,000 Investment unit price (left axis) 800,000 Trading volume (right axis) 16,000 700,000 14,000 600,000 12,000 500,000 10,000 400,000 8,000 300,000 6,000 200,000 4,000 100,000 2,000 0 0 2014 2015 Dec. Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. 2016 Dec. Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Overview of Investment Units and Unitholders (as of November 30, 2016) ■ No. of Investment Units by Investor Type 22nd Fiscal Period Individuals/others 22,035 units (4.4%) Financial institutions 218,952 units (44.0%) ■ No. of Unitholders by Investor Type Foreigners 61,792 units (12.4%) Total: 497,896 units Other domestic corporations 191,428 units (38.4%) 21st Fiscal Period Individuals/others 20,292 units (4.2%) Financial institutions 212,202 units (43.8%) Securities firms 3,662 units (0.7%) Foreigners 53,390 units (11.0%) Total: 484,000 units Other domestic corporations 191,340 units (39.5%) Name of Investor 1. Daiwa Investment Management Inc. 128,905 25.89% 2. Japan Trustee Services Bank, Ltd. (Trust Account) 70,700 14.20% 3. Daiwa Securities Group Inc. 59,321 11.91% 5. The Master Trust Bank of Japan, Ltd. (Trust Account) 6. The Nomura Trust and Banking Co., Ltd. (Investment Trust Account) 52,849 10.62% 51,052 10.25% 17,676 3.55% 7. STATE STREET BANK AND TRUST COMPANY 505012 5,786 1.16% 8. CBLDN STICHTING PENSIOEN FONDS METAAL EN TECHNIEK 4,295 0.86% BNP PARIBAS SECURITIES SERVICES SYDNEY/JASDEC/AUSTRALIAN RESIDENTS 4,217 0.85% STATE STREET BANK - WEST PENSION 10. FUND CLIENTS - EXEMPT 505233 3,643 9. 0.73% (Note) The percentage share figures are rounded to the second decimal place 42 101 (1.1%) Other domestic corporations 163 (1.8%) Foreigners 216 (2.4%) Securities firms 15 (0.2%) Total 9,186 IR Calendar Number of Percentage Units Owned Share (units) Trust & Custody Services Bank, Ltd. (Securities Investment Trust Account) Financial institutions Securities firms 6,776 units (1.4%) Top Ten Unitholders (as of November 30, 2016) 4. 8,691 (94.6%) Individuals/others January 20, 2017 : Announcement of financial results 22nd Fiscal Period February 14, 2017 : Sending of Japanese version Business Report for 22nd Fiscal Period (Statement of Financial Performance) February 15, 2017 : Start paying distributions for 22nd Fiscal Period Nov. End of fiscal period Aug. July Jan. End of fiscal period Feb. May July 2017: Announcement of financial results for 23rd Fiscal Period August 2017 : Sending of Japanese version Business Report for 23rd Fiscal Period (Statement of Financial Performance) August 2017 : Start paying distributions for 23rd Fiscal Period Investor Memo End of fiscal period May 31 and November 30 of each year General Meeting of Unitholders Held at least once every two years Date for finalizing Unitholders with voting rights for the General Meeting of Unitholders Date publicly announced beforehand Reference date for finalizing payment of distributions May 31 and November 30 of each year (distributions are paid within three months of this reference date) Listed financial instruments exchange Tokyo Stock Exchange (securities code: 8976) Newspaper in which notice is posted Nikkei Inc. Manager of Unitholder Registry, etc. Sumitomo Mitsui Trust Bank, Limited, 1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233 Office handling administrative affairs Transfer Agency Department of Sumitomo Mitsui Trust Bank, Limited, 2-8-4 Izumi, Suginami-ku, Tokyo 168-0063 Phone 0120-782-031 (toll-free in Japan) Service counter Head Office and All branches of the Sumitomo Mitsui Trust Bank nationwide Provision of Information via Website Daiwa Office Investment Corporation conducts information distribution via its website as an important tool for IR activities. DOI also provides an e-mail delivery service, “IR mail Delivery Service,” which informs the subscribers of updates in website content such as press release announcements via e-mail free of charge. The website will be continually enhanced and enriched so that the current situation and future strategies of DOI are clearly communicated. Daiwa Office Investment Corporation http://www.daiwa-office.co.jp/en/ Important information is distributed via e-mail. Please access and follow the simple steps if you wish to receive our IR mail Delivery Service. IX. Investor Information 43 The Daiwa Office Investment Corporation logo symbolizes hospitality with an open door and the desire to be a bright and open investment corporation. We will continue to aim to be a highly-transparent investment corporation that is further cherished and trusted by our investors and tenants.
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