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Notice of Convocation of the 31st Ordinary General
Meeting of Shareholders
Shareholders’ Meeting Information
■ Date and Time
Tuesday, June 21, 2016
10:00 a.m.
■ Place
4-1, Shibaura 3-chome, Minato-ku, Tokyo
Granpark Plaza Bldg. 3F Conference Room
■ Matters to be resolved
First Item Distribution of Surplus as Dividends
Second Item Partial Amendment of the Articles of Incorporation
Third Item Election of Fourteen Directors
NTT Urban Development Corporation
(Cord: 8933, First Section of TSE)
Table of contents
P2 Notice of Convocation
P4 (Reference) Exercising Your Voting Rights
P5 Reference Materials for the Ordinary General
Meeting of Shareholders
【Attachments to the Notice of Convocation】
P15 Business Report
P43 Consolidated Financial Statements
P48 Financial Statements (Non-consolidated)
P51 Auditors’ Report
(Reference)
P57 【Topics】
Urbannet Nihonbashi 2-Chome Building (Chuo-ku, Tokyo)
1
May, 2016
To Our Shareholders
Please let me take this opportunity to thank our shareholders for your continued generous support.
We celebrated the 30th anniversary of our founding on January 21, 2016. I would like to take this
opportunity to express my sincere gratitude for the long-standing support of our shareholders and many
other stakeholders. We will continue to seek to enhance the corporate value of the Company by fully
adopting a customer and market-centered orientation, pursuing innovations in accordance with the
Medium-Term Vision 2018 - For Further Growth.
Looking back on business in the fiscal year under review, the leasing business enjoyed higher revenue and
income primarily due to an increase in rent income associated with an improvement in vacancy rates of
existing properties and the sale of properties. In the fiscal year under review, Urbannet Nihonbashi
2-Chome Building and Urbannet Ginza 1-Chome Building were completed, and contracts have been
settled on all the floors in the both buildings.
In the residential business, sales remained generally firm, and both revenue and income increased, thanks
mainly to the contribution of high-end properties in central Tokyo, which offset a rise in sales prices
associated with higher construction costs and concerns about the adverse effects of data manipulation
problems in the piling works of some condominiums.
We will aim to achieve steady growth by promoting the development of mixed-used properties of offices,
housing and commercial facilities and the acquisition of profitable properties overseas. We will also enter
into the hotel and resort business and the used house renovation market and continue to work on
developing serviced senior housing in cooperation with the NTT Group.
Sadao Maki
President and Chief Executive Officer
2
May 27, 2016
To Shareholders
NTT Urban Development Corporation
(Code: 8933, First Section of TSE)
14-1, Sotokanda 4-chome, Chiyoda-ku, Tokyo
Sadao Maki
President and Chief Executive Officer
Notice of Convocation of the 31st Ordinary General Meeting of Shareholders
You are hereby notified that the 31st Ordinary General Meeting of Shareholders will be held as stated
below.
Your attendance is respectfully requested.
In the event you are unable to attend the meeting, it is possible to exercise your voting rights using
either of the methods outlined below. You are requested to study the attached Reference Materials
for the Ordinary General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on
Monday, June 20, 2016 (Japan Standard Time).
[Voting via mail]
Please indicate your approval or disapproval of the resolutions on the enclosed voting right exercise form
and return it, so that it arrives before the deadline indicated above.
[Voting via the Internet, etc.]
Please access the designated website “Voting Exercise Website” (http://www.it-soukai.com/) using the
voting exercise code and password printed on the enclosed voting right exercise form, and indicate your
approval or disapproval of the resolutions by following the instructions on the screen by the deadline
indicated above.
If you exercise your voting rights via the Internet, etc., please refer to “Exercising your voting rights via
the Internet, etc.” on pages 4.
If you exercise your voting rights both via mail and via the Internet, only the vote placed via the Internet
will be treated as valid. If you vote more than once via the Internet, only the last vote placed will be
treated as valid.
NTT Urban Development Corporation (the “Company”) utilizes the electronic voting rights exercise
platform operated by ICJ, Inc. for institutional investors.
3
Particulars
1. Date and Time: 10:00 a.m. on Tuesday, June 21, 2016
2. Place: 4-1, Shibaura 3-chome, Minato-ku, Tokyo
Granpark Plaza Bldg. 3F Conference Room
3. Purpose of the Meeting:
Matters to be reported
1. Report on the business report, consolidated financial statements and audit results of
the consolidated financial statements by the independent auditors and the Board of
Corporate Auditors for the 31st fiscal year (from April 1, 2015 to March 31, 2016)
2. Report on the non-consolidated financial statements for the 31st fiscal year (from
April 1, 2015 to March 31, 2016)
Matters to be resolved
First Item Distribution of Surplus as Dividends
Second Item Partial Amendment of the Articles of Incorporation
Third Item Election of Fourteen Directors
End
1. When attending the meeting in person, you are kindly requested to submit the enclosed voting right
exercise form to the receptionist at the place of the meeting.
2. Since the Company has posted “Notes to Consolidated Financial Statements” and “Notes to
Non-Consolidated Financial Statements” on its website (http://www.nttud.co.jp/english/) pursuant to
the provisions of relevant laws and regulations and Article 15 of its Articles of Incorporation, it has
not included these in the documents attached to the convocation notice for the 31st Ordinary
Shareholders’ Meeting.
Consolidated financial statements and non-consolidated financial statements audited by the
accounting auditor are the documents stated in those attached to the convocation notice for the 31st
Ordinary Shareholders’ Meeting, as well as the “Notes to Consolidated Financial Statements” and the
“Notes to Non-Consolidated Financial Statements” posted on the Company’s website.
3. Any subsequent revisions to the Reference Materials for the Ordinary General Meeting of
Shareholders, the business report, the consolidated financial statements and the non-consolidated
financial statements will be posted on our website on the Internet.
4
(Reference) Exercising your voting rights via the Internet, etc.
1. Exercising your voting rights via the Internet
(1) Instead of exercising your voting rights in writing, you can exercise your rights via the designated website, Voting
Exercise Website, (see the URL below). If you prefer to exercise your voting rights via the website, you can log in,
entering your voting exercise code and password, which are provided on the right side of the enclosed voting right
exercise form, and enter the necessary information, following the instructions on the screen. For security reasons,
you will need to change the password when you log in for the first time.
http://www.it-soukai.com/
(2) The deadline for exercising your voting rights is 5:30 p.m., Monday, June 20, 2016, and you are requested to
complete your entry by that time. We ask you to exercise your rights early.
(3) If you exercise your voting rights both via mail and via the Internet, only the vote placed via the Internet will be
treated as valid. If you exercise your voting rights more than once, only the last vote placed will be valid.
(4) Your passwords (including the one with which you will replace the initial password) will only be valid for the
upcoming general meeting of shareholders. A new password will be issued for the next general meeting of
shareholders.
(5) Internet connection costs are payable by the shareholder.
(Note)
・The password is provided as a means to confirm the identification of the voter. The Company will never ask you for
your password.
・If you enter the wrong password more than a certain times, the screen will be locked. If the screen is locked, please
follow the on-screen instructions.
・We have confirmed the operation capabilities of the Voting Exercise Website, using devices widely used to connect to
the Internet. However, you may not be able to use the website depending on the device you use.
2. Inquiries
If you have any questions, please contact the Stock Transfer Agency Department of Mizuho Trust & Banking, the
shareholder register administrator, at the telephone numbers below.
(1) Inquiries about the operation of the Voting Exercise Website:
0120-768-524 (toll free; 9:00 a.m. to 9:00 p.m. on weekdays)
(2) Inquiries about other administrative stock-related matters:
0120-288-324 (toll free; 9:00 a.m. to 5:00 p.m. on weekdays)
(For reference)
Institutional investors will be able to use the electronic voting rights exercise platform operated by ICJ,
Inc.
End
5
Reference Materials for the Ordinary General Meeting of Shareholders
Resolutions and matters for reference
First Item Distribution of Surplus as Dividends
In addition to increasing corporate value over the medium- and long-term, the Company has identified the
return of profits to shareholders as an important management goal.
In determining the level of dividends, the company, while giving consideration to stability and
sustainability, takes into account a full range of factors, including business performance, financial standing
and dividend payout ratio.
Under the policy, the Company proposes to distribute year-end dividends as stated below.
1. Type of asset to be distributed: Cash
2. Matters relating to allotment of dividends and total amount of dividends to be distributed:
Per one share of common stock: 9 yen
Total amount of dividends: 2,962,080,000 yen
In addition to the interim dividend of ¥8 per share, an annual dividend will be ¥17 per share.
3. Date on which the dividend becomes effective: June 22, 2016
6
Second Item Partial Amendment of the Articles of Incorporation
1. Reasons of amendment
The Company decided to add provisions describing business purposes in case of future business
diversification and to amend provisions describing purposes according to the current status of the business
lines of the Company and its subsidiaries.
2. Details of the amendment
(Underlined part indicates amendments)
Before Amendment After Amendment
(PURPOSES) (PURPOSES)
Article 2. The purpose of the Company shall be to
engage in the following businesses:
Article 2. The purpose of the Company shall be to
engage in the following businesses:
(a) through (g) (Provisions omitted) (a) through (g) (Same as the current Articles of
Incorporation)
(h) Type 2 financial instruments and exchange
business and investment advisory and agency business
pursuant to the Financial Instruments and Exchange
Act;
(h) Type 2 financial instruments and exchange business
and investment advisory and agency business and
investment management business pursuant to the
Financial Instruments and Exchange Act;
(i) (Provisions omitted) (i) (Same as the current Articles of
Incorporation)
(Newly established) (j) Fee-based homes for the elderly business, and home
care service business and preventive long-term care
service business pursuant to the Long-Term Care
Insurance Act;
(j) Any and all businesses incidental or related to any
of the preceding items.
(k) Any and all businesses incidental or related to any
of the preceding items.
7
Third Item Election of Fourteen Directors
The term of office for all Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company is seeking approval for the election of fourteen Directors.
The candidates for Directors are as follows:
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
1
Sadao Maki
(August 19, 1952)
<Reappointed>
Apr. 1975 Joined Nippon Telegraph and Telephone Public Corporation
Jun. 2004 Executive Manager, Corporate Planning, NTT Communications Corporation
Jun. 2005 Senior Vice President, First Sales Division, NTT Communications
Corporation
Aug. 2006 Senior Vice President, First Sales Division of Enterprise Business Division,
NTT Communications Corporation
Apr. 2007 Senior Vice President, Enterprise Business Division, First Sales Division,
NTT Communications Corporation
Jun. 2007 Senior Vice President, Enterprise Business Division, First Sales Division, and
Global Business Division, NTT Communications Corporation
Jun. 2008 Executive Vice President, Global Business Division, NTT Communications
Corporation
Jun. 2010 Senior Executive Vice President, Global Business Division, in charge of
Corporate Affairs, NTT Communications Corporation
Aug. 2011 Senior Executive Vice President, in charge of Global Business Division, in
charge of Corporate Affairs, NTT Communications Corporation
Jun. 2012 Senior Executive Vice President, NTT Urban Development Corporation
Jun. 2013 President and Chief Executive Officer, NTT Urban Development Corporation
(present post)
17,097
(Reason for the Selection of Candidate Director)
He has been leading the management of the Company as the President and Chief Executive Officer since 2013 and has
been strongly advancing management reforms, including the strengthening of corporate governance, by actively taking on
new challenges such as revamping the corporate philosophy and creating and expanding into new business domains,
without being bound by old approaches and business models. The Company has determined that his extensive knowledge
and capability in management will be indispensable to its sustainable growth and the enhancement of its corporate value
and has made him a candidate for Director.
2
Hiroshi Nakagawa
(March 24, 1955)
<Newly appointed>
Apr. 1978 Joined Nippon Telegraph and Telephone Public Corporation
Jul. 2006 Executive Manager, General Affairs and Personnel Department, Medical and
Health Administration Center of General Affairs and Personnel, Nippon
Telegraph and Telephone East Corporation
Jun. 2007 Senior Vice President, General Affairs and Personnel Department, Medical
and Health Administration Center of General Affairs and Personnel, Nippon
Telegraph and Telephone East Corporation
Jun. 2008 Senior Vice President, Corporate Strategy Planning Department, General
Affairs and Personnel Department, Medical and Health Administration Center
of General Affairs and Personnel, Nippon Telegraph and Telephone East
Corporation
Jun. 2009 Senior Vice President, Corporate Strategy Planning Department, Accounts
and Finance Department, Nippon Telegraph and Telephone East Corporation
(retired on Jul. 2010)
Jun. 2011 Executive Vice President, Corporate Strategy Planning Department, Nippon
Telegraph and Telephone East Corporation
Jun. 2012 Senior Executive Vice President, Consumer Business Headquarters, Nippon
Telegraph and Telephone East Corporation
Jun. 2012 President, NTT EAST PROPERTIES, INC. (scheduled to retire on June 16,
2016)
Jun. 2012 President, NTT VIETNAM CORPORATION (scheduled to retire on June 16,
2016)
Jul. 2013 Senior Executive Vice President, Corporate Strategy Planning Department,
Nippon Telegraph and Telephone East Corporation
Jun. 2015 Senior Executive Vice President, Nippon Telegraph and Telephone East
Corporation(scheduled to retire on June 17, 2016)
0
8
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
(Reason for the Selection of Director Candidates)
He has been engaging in management at the NTT Group companies for many years and has extensive knowledge and
experience in fields such as finance, corporate planning and human affairs. He was also an outside director of the
Company from 2005 to 2006 and has been leading the management of a real estate company by concurrently serving as
President and Chief Executive Officer of NTT East Properties, Inc. since 2012. Anticipating that his extensive and
broad-based knowledge, experience and achievements will be utilized for its management, the Company made him a
candidate for Director.
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
3
Masayuki
Kusumoto (August 19,
1955)
<Reappointed>
Apr. 1979 Joined Nippon Telegraph and Telephone Public Corporation
Apr. 2004 Director, Property Development, NTT Urban Development Corporation
Apr. 2009 Senior Vice President, Commercial Properties Development, NTT Urban
Development Corporation
Jun. 2011 Senior Vice President, Commercial Properties Development, NTT Urban
Development Corporation
Feb. 2013 Senior Vice President, Commercial Properties Development, Global Business,
NTT Urban Development Corporation
Jun. 2013 Senior Vice President, Commercial Properties Development, Global Business,
Regional Businesses (Chugoku and Kyushu) , NTT Urban Development
Corporation
Jun. 2014 Senior Vice President, Commercial Properties Development, Global Business
Office, Regional Businesses (Chugoku and Kyushu), NTT Urban
Development Corporation
Jul. 2014 Senior Vice President, Commercial Properties Development, Global Business,
Regional Businesses (Chugoku and Kyushu), NTT Urban Development
Corporation
Oct. 2014 Senior Vice President, Commercial Properties Development, Global Business,
NTT Urban Development Corporation
Jun. 2015 Executive Vice President, Commercial Business, Global Business, NTT
Urban Development Corporation
Oct. 2015 Executive Vice President, Commercial Business Headquarters, Hotel and
Resort Business, Design Management Office, Global Business, NTT Urban
Development Corporation (present post)
14,830
(Reason for the Selection of Director Candidates)
He has supported the business base of the Company by starting up the development and property management business
of urban commercial properties as the Executive Vice President of Commercial Business Headquarters and expanding
global business as the Senior Vice President of the Global Business. He also contributes to creating innovations in
business with high capability and expertise in the fields of technology and design as the Chief Design Officer. The
Company has determined that his extensive and broad-based knowledge, experience and achievements will be
indispensable to its management and has made him a candidate for Director.
4
Akiyoshi Kitamura (May 26, 1957)
<Reappointed>
Apr. 1981 Joined Nippon Telegraph and Telephone Public Corporation
Jun. 2000 Senior Manager, Human Resource Management, NTT Communications
Corporation
Jun. 2006 General Manager, Kanto Hospital of Medical and Health Administration
Center of General Affairs and Personnel, Nippon Telegraph and Telephone
East Corporation
Jun. 2011 Senior Vice President, Solution Business Headquarters, Solution Business 1
and 2 of the Solution Business Headquarters, Regional Businesses (Tokai,
Chugoku, Kyushu and Hokkaido), NTT Urban Development Corporation
Jul. 2011 Senior Vice President, Assets Solution Promotion, Regional Businesses
(Tokai, Chugoku, Kyushu and Hokkaido)
Jun. 2012 Senior Vice President, Residential Development, NTT Urban Development
Corporation
Oct. 2015 Senior Vice President, Residential Business Headquarters, NTT Urban
Development Corporation (present post)
9,840
(Reason for the Selection of Director Candidates)
He contributes to the expansion of the revenue base of the Company, holding positions as the Vice President of Assets
Solution Promotion and the Senior Vice President of Residential Business Headquarters at the Company and steadily
developing business in the fields of real estate solutions and residential development such as condominiums, residential
rots and senior residences. The Company has determined that his extensive knowledge, experience and achievements will
be indispensable to its management and has made him a candidate for Director.
9
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
5
Kanya Shiokawa (April 16, 1958)
<Reappointed>
Apr. 1984 Joined Nippon Telegraph and Telephone Public Corporation
Apr. 2003 Senior Manager, Real Estate Planning Office, General Affairs Department,
Nippon Telegraph and Telephone West Corporation
Apr. 2005 General Manager, Building Engineering, Kansai Regional Headquarters, NTT
FACILITIES CO., LTD.
Jul. 2008 General Manager, Real Estate Planning Office, Accounts and Finance
Department, Nippon Telegraph and Telephone East Corporation
Apr. 2010 Director, Property Development, NTT Urban Development Corporation
Jun. 2012 Kansai Regional Business (General Manager of Kansai Branch), NTT Urban
Development Corporation
Jun. 2013 Senior Vice President, Kansai Regional Business (General Manager of Kansai
Branch), NTT Urban Development Corporation (present post)
5,325
(Reason for the Selection of Director Candidates)
He plays an important role in developing business in the fields of urban development and redevelopment, engaging in a
number of real estate development and other key projects at the Company. The Company has determined that his
extensive and broad-based knowledge, experience and achievements will be indispensable to its management and has
made him a candidate for Director.
6
Shigehito Katsuki (January 11, 1960)
<Reappointed>
Apr. 1984 Joined Nippon Telegraph and Telephone Public Corporation
Apr. 2001 Senior Manager, Department IV, Nippon Telegraph and Telephone
Corporation
May 2005 General Manager, Investor Relations Office, Department IV, Nippon
Telegraph and Telephone Corporation
Aug. 2007 General Manager, Strategic Technology Investment Department, International
Business Department, NTT FINANCE CORPORATION
Jul. 2010 Executive Manager, Accounts and Finance Department, Nippon Telegraph
and Telephone East Corporation
Jul. 2013 Senior Manager, Accounting and Finance Department, NTT Urban
Development Corporation
Jun. 2014 Senior Vice President, Accounting and Finance Department, NTT Urban
Development Corporation (present post)
3,808
(Reason for the Selection of Director Candidates)
He has extensive experience and broad-based knowledge in overall finance, serving for many years as the senior manager
of the finance department at the Company and the NTT Group companies. He has also been making a significant
contribution to strengthening the financial standing of the Company as the Senior Executive Manager of the Accounting
and Finance Department. The Company has determined that his knowledge, experience and achievements will be
indispensable to its management and has made him a candidate for Director.
10
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
7
Yoshihito Kichijo (May 14, 1960)
<Reappointed>
Apr. 1984 Joined Nippon Telegraph and Telephone Public Corporation
Apr. 2001 General Manager, Strategy Planning, Gifu Branch, Nippon Telegraph and
Telephone West Corporation
May 2002 General Manager, Marketing Planning, Gifu Branch, Nippon Telegraph and
Telephone West Corporation
Jun. 2003 Senior Manager, Personnel, Nippon Telegraph and Telephone East
Corporation (seconded to NTT Urban Development Corporation)
Apr. 2004 Senior Vice President, Accounting Department, NTT Urban Development
Corporation
Jul. 2005 Director, Corporate Strategy and Planning Department, NTT Urban
Development Corporation
Sep. 2009 Director, Residential Development Department, NTT Urban Development
Corporation
Jun. 2013 Senior Vice President, Real Estate Investment Department, NTT Urban
Development Corporation
Jun. 2014 Senior Vice President, General Affairs, Real Estate Investment Department,
NTT Urban Development Corporation
Oct. 2014 Senior Vice President, General Affairs, Real Estate Investment, NTT Urban
Development Corporation
Jul. 2015 Senior Vice President, General Affairs, Real Estate Investment Department,
NTT Urban Development Corporation
Nov. 2015 Senior Vice President, General Affairs, NTT Urban Development Corporation
(present post)
13,333
(Reason for the Selection of Director Candidates)
He has extensive knowledge in overall corporate strategies through his many years of work experience at the corporate
strategy and planning and accounting department of the Company and the NTT Group companies. He has also been
advancing human resource management reforms as the Senior Vice President of General Affairs at the Company. In
addition, he also has practical experience in business divisions of the Company, such as promoting the securitization of
real estate and the residential business. The Company has determined that his extensive knowledge, experience and
achievements will be indispensable to its management and has made him a candidate for Director.
8
Hideyuki
Yamasawa
(April 17, 1960)
<Reappointed>
Apr. 1983 Joined Nippon Telegraph and Telephone Public Corporation
Oct. 2000 Senior Manager, Global Division, NTT Communications Corporation (second
to NTT Europe Ltd.)
Deputy Managing Director, NTT Europe Ltd.
Jul. 2004 Vice President, Public Relations Office, NTT Communications Corporation
Jul. 2007 Senior Vice president, General Affairs, NTT Communications Corporation
Jul. 2010 Senior Manager, Global Business, NTT Communications Corporation (second
to NTT America, Inc.)
Senior Executive Director, NTT America, Inc.
Apr. 2015 Senior Manager, Global Business, NTT Urban Development Corporation
Jun. 2015 Senior Vice President, Global Business, NTT Urban Development
Corporation (present post)
1,716
(Reason for the Selection of Director Candidates)
He has extensive and broad-based knowledge and experience in global business as he served as the senior manager of
global business at the Company and the NTT Group companies as well as local subsidiaries for many years. He has also
been making a contribution to the promotion and expansion of business of the Company as the Senior Vice President of
Global Business of the Company. The Company has determined that his knowledge, experience and achievements will be
indispensable to its management and has made him a candidate for Director.
11
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
9
Hirotoshi
Shinohara (December 30, 1960)
<Reappointed>
Apr. 1987 Joined Nippon Telegraph and Telephone Public Corporation
Apr. 2008 Senior Manager, Real Estate Planning Office, Accounts and Finance
Department, Nippon Telegraph and Telephone West Corporation
Jul. 2010 General Manager, Chugoku Branch, NTT FACILITIES, INC.
Jul. 2013 Senior Vice President, Office Building Business Headquarters and Disaster
Risk Management Office, NTT Urban Development Corporation
Jun. 2014 Senior Vice President, Office Building Business Headquarters, Disaster Risk
Management Office and Project Management, NTT Urban Development
Corporation
May. 2015 Senior Vice President, Office Building Business Headquarters and Project
Management, NTT Urban Development Corporation
Jun. 2015 Senior Vice President, Project Management, NTT Urban Development
Corporation
Jul. 2015 Senior Vice President, Project Management, Aoyama Development, NTT
Urban Development Corporation (present post)
(Major concurrent posts)
Representative Director, Harumi 4-chome City Planning Design Co.
1,098
(Reason for the Selection of Director Candidates)
He has extensive and board-based knowledge and experience in real estate business cultivated through his work at the
Company and the NTT Group companies for many years. He has also been making a contribution to urban development
by engaging in a number of real estate development and leading various projects as the Senior Vice President of the
Project Management Department. The Company has determined that his knowledge, experience and achievements will be
indispensable to its management and has made him a candidate for Director.
10
Nobuyuki Fukui (March 28, 1963)
<Newly appointed>
Apr. 1986 Joined Nippon Telegraph and Telephone Public Corporation
Dec. 2006 Director, Financial Sales Department of First Sales Division of Enterprise
Business Division, NTT Communications Corporation
Jun. 2009 Director, Global Business Division, NTT Communications
Corporation(second to NTT Singapore Pte LTD)
President, NTT Singapore Pte
Jul. 2010 Senior Manager, First Sales Department and Third sales Department of First
Sales Division of Enterprise Business Division, First Sales Division of
Enterprise Business Division
Jul. 2012 Deputy Senior Vice President, Third Sales Division, NTT Communications
Corporation
Jul. 2013 Senior Vice President, Office Building Business Headquarters, NTT Urban
Development Corporation (present post)
1,181
(Reason for the Selection of Director Candidates)
He has extensive and broad-based knowledge and experience in real estate solutions and the fields of corporate sales and
global business cultivated through this work at the Company and the NTT Group companies for many years. The
Company has determined that his knowledge, experience and achievements will be used to its management and has made
him a new candidate for Director.
12
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
11
Tomoyuki Sakaue (December 27,1964)
<Newly appointed>
Apr. 1989 Joined Nippon Telegraph and Telephone Public Corporation
Oct. 2008 Director, Property Development, NTT Urban Development Corporation
Apr. 2009 Senior Vice President, Property Development Department of Kansai Branch,
NTT Urban Development Corporation
Jul. 2011 Director, Property Development, NTT Urban Development Corporation
Oct. 2013 Director, Project Management, NTT Urban Development Corporation
Jul. 2014 Senior Vice President, Project Management, NTT Urban Development
Corporation
Oct. 2014 Senior Vice President, Project Management, Commercial Properties
Development, NTT Urban Development Corporation
Oct. 2015 Senior Vice President, Project Management, Design Management Office,
NTT Urban Development Corporation (present post)
0
(Reason for the Selection of Director Candidates)
He has extensive and broad-based knowledge and experience in the fields of architecture, design and real estate
development cultivated through this work at the Company and the NTT Group companies for many years. The Company
has determined that his knowledge, experience and achievements will be used to its management and has made him a
new candidate for Director.
12
Akira Komatsu (March 24, 1948)
< Reappointed >
<Outside Director> <Independent
Officer>
Apr. 1972 Research Associate, Faculty of Economics, Saitama University
Jan. 1989 Professor, Faculty of Economics, Saitama University
Apr. 1992 Professor, Faculty of Commerce and Management, Hitotsubashi University
Apr. 2000 Professor, Graduate School of Commerce and Management, Hitotsubashi
University
Apr. 2011 Professor Emeritus, Hitotsubashi University (present post)
Professor, Department of Political Science and Economics, Faculty of
Political Science and Economics, Musashino University, Professor, Graduate
School of Political Science and Economics, Musashino University (present
post)
Apr. 2012 Professor, Department of Business Administration, Faculty of Political
Science and Economics, Musashino University
Jun. 2013 Senior Vice President, NTT Urban Development Corporation (present post)
Apr. 2014 Professor, Department of Business Administration, Faculty of Economics,
Musashino University (present post)
(Major concurrent posts)
Professor Emeritus, Hitotsubashi University
Professor, Department of Business Administration, Faculty of Economics, Musashino
University
Professor, Graduate School of Political Science and Economics, Musashino University
0
(Reason for the Selection of Outside Director Candidates)
He is currently an Outside Director of the Company and has extensive knowledge in the fields of business structure,
management finance and management philosophy as a business administration professor at universities and a graduate
school. The Company has determined that his high degree of expertise and extensive and broad-based knowledge and
experience will continue to strengthen the supervisory function over the execution of business from an independent
standpoint and has made him a candidate for Outside Director.
Although he does not have experience in company management beyond becoming an outside director, the Company has
determined that he will be able to execute his duties as an outside director appropriately for the reasons above.
He will have held the post as director of the Company for three years after taking office at the conclusion of this general
meeting of shareholders.
13
Candi-
date No.
Name
(Date of birth) Resume and major concurrent posts
Number of shares held
13
Toshio Koujitani
(March 7, 1944)
< Reappointed >
<Outside Director> <Independent
Officer>
Jun. 1982 Joined JGC CORPORATION
Feb. 1994 Deputy General Manager, Construction Project, No.2 Business Division, JGC
CORPORATION
Jul. 1999 Chief Engineer, No.2 Business Division, JGC CORPORATION
Jul. 2002 Chief Engineer, Industrial Project Management Division, JGC
CORPORATION
Jul. 2007 Principal Architect, No.2 Business Division, JGC CORPORATION
Jun. 2011 Principal Architect, Project Division, JGC CORPORATION
Jul. 2014 Principal Architect, Business Development Department, No.3 Business
Division, JGC CORPORATION (present post)
Jun. 2015 Senior Vice President, NTT Urban Development Corporation (present post)
Apr. 2016 Corporate Adviser, Principal Architect, CM Plus Corporation (present post)
(Major concurrent posts)
Corporate Adviser, Principal Architect, CM Plus Corporation (present post)
0
(Reason for the Selection of Outside Director Candidates)
He is currently an Outside Director of the Company and has profound expertise in both the hardware and software of
architecture and extensive knowledge and experience in planning and design through his participation in many projects in
Japan and overseas as the principal architect at JGC CORPORATION, etc. The Company has determined that his high
degree of expertise and extensive and broad-based knowledge and experience will continue to strengthen the supervisory
function over the execution of business from an independent standpoint and has made him a candidate for Outside
Director.
Although he does not have experience in company management beyond becoming an outside director, the Company has
determined that he will be able to execute his duties as an outside director appropriately for the reasons above.
He will have held the post as director of the Company for one year after taking office at the conclusion of this general
meeting of shareholders.
14
Koichi Takami
(August 19, 1964)
< Reappointed >
Apr. 1988 Joined Nippon Telegraph and Telephone Corporation
Jun. 2007 Senior Manager, Corporate Management Strategy Division, Nippon
Telegraph and Telephone Corporation
Jun. 2008 Senior Manager, Corporate Strategy Planning Department, Nippon Telegraph
and Telephone Corporation
Jul. 2011 Senior Manager, General Affairs and Personnel Department, Nippon
Telegraph and Telephone East Corporation (second to NTT Solco
Corporation)
Jun. 2012 Senior Vice President, Executive Manager, Corporate Strategy Planning
Department, NTT Solco Corporation
Jul. 2014 Vice President of Business Planning, Nippon Telegraph and Telephone
Corporation(present post)
Jun. 2015 Senior Vice President, NTT Urban Development Corporation (present post)
(Major concurrent posts)
Vice President of Business Planning, Nippon Telegraph and Telephone Corporation
0
(Reason for the Selection of Director Candidates)
He has extensive and broad-based knowledge and experience in corporate planning and overall strategies cultivated
through his work at the NTT Group companies for many years and now actively gives the Company useful advice on
business and corporate strategies from the standpoint of a director of the Company. The Company has determined that his
expertise, experience and achievements will be indispensable to its management and has made him a candidate for
Director.
(Note 1) Nippon Telegraph and Telephone Corporation is the parent company of the Company, and NTT
Communication Corporation, Nippon Telegraph and Telephone East Corporation, NTT EAST
PROPERTIES, INC., NTT VIETNAM CORPORATION,NTT America, Inc., NTT FACILITIES, INC.,
and NTT Solco Corporation are subsidiaries of Nippon Telegraph and Telephone Corporation.
(Note 2) The Company does not have any special interests with the candidates.
(Note 3) The Company has notified Tokyo Stock Exchange, Inc. that Mr. Akira Komatsu and Mr. Toshio Koujitani
are Independent Officers set out in the provisions of Tokyo Stock Exchange, Inc. If the two persons are
reappointed, the Company will continue to make them Independent Officers. They have not have any
kind of relationship with the Company that may present a conflict of interest risk with shareholders,
including personal relationship, capital relationship, business relationship or any other interests. (Note 4) The Company has concluded liability limitation with Mr. Akira Komatsu, Mr. Toshio Koujitani and Mr.
Koichi Takami within th limits prescribed by law under the provision of Article 427, Paragraph 1 of the Companies Act. If the three persons are reappointed, the Company will continue the contract with them. An outline of the contract is as follows: If the Outside Director is without knowledge and is not grossly negligent in performing his duties, he will
14
be liable for up to the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act in relation to the liability specified in Article 423, Paragraph 1 of the Companies Act.
15
(Attached Materials)
Business Report (from April 1, 2015 to March 31, 2016)
1. Matters concerning the current state of the NTT Urban Development Group (the
“Group”)
(1) Business development and results
During the fiscal year under review, the Japanese economy continued to follow a moderate recovery trend,
albeit with continued weakness. Looking ahead, the economy is expected to continue to recover modestly,
reflecting the ongoing improvements in the employment and income environments, thanks partly to
government policies. However, concerns remain in overseas economies, and weaker-than-expected
economies in emerging countries in Asia, including China and resource-rich countries, could place
downward pressure on the Japanese economy. Given these conditions, attention needs to be paid to rising
uncertainty over political and economic situations overseas and the effects of negative interest rates
adopted by the Bank of Japan and changes in the financial and capital markets.
In the office leasing market, the vacancy rate continued to improve, and market rents have bottomed out,
with some rents showing an upward trend. In the condominium sales market, sales remained generally
firm, despite concerns about the adverse effects of data manipulation problems in piling works of some
condominiums.
In this environment, the Company and its subsidiaries (collectively, the Group) operated their business
steadily, aiming for sustainable growth based on the Group’s Medium-Term Vision 2018 – For Further
Growth. In the leasing business, revenue and income increased, mainly due to a rise in rent income
associated with the improved vacancy rate of existing buildings and the sales of buildings. In the
residential business, revenue and income also increased, primarily reflecting the contribution of high-end
properties in central Tokyo.
As a consequence, operating revenue amounted to ¥183,016 million (up ¥30,964 million, or 20.4% year
on year). Operating income was ¥37,771 million (up ¥12,934 million, or 52.1%), and ordinary income was
¥33,832 million (up ¥13,437 million, or 65.9%). Profit attributable to owners of parent was ¥16,557
million (up ¥322 million, or 2.0%).
16
(2) Status of each segment
Operating revenue by business
Business segment Amount Year-on-year
Percentage of
operating
revenue
Leasing 120,966 million yen Up 29,226 million yen, or 31.9% 63.9%
Residential property sales 48,865 million yen Up 2,239 million yen, or 4.8% 25.8%
Other 19,600 million yen Up 774 million yen, or 4.1% 10.3%
Eliminations (6,416 million yen) – –
Total 183,016 million yen Up 30,964 million yen, or 20.4% –
(Note) “Eliminations” refers to intra-group revenues and transfers of funds duplicated in more than one segment.
17
Leasing Business
In the leasing business, the Company worked to acquire new properties, including Shinagawa Season
Terrace (Minato-ku, Tokyo), and improve the vacancy rate of existing properties.
Operating revenue increased ¥29,226 million, or 31.9% year on year, to ¥120,966 million, mainly due to
the contribution of new properties, the improved vacancy rate of existing buildings and the expansion in
sales of property. Operating income rose ¥13,155 million, or 55.8%, to ¥36,722 million, reflecting an
improvement in revenue and expenditure of existing buildings and property sales, despite an increase in
costs such as depreciation due to the completion of new buildings.
In the fiscal year under review, Urbannet Nihonbashi 2-Chome Building (Chuo-ku, Tokyo) and Urbannet
Ginza 1-Chome Building (Chuo-ku, Tokyo), among others, were completed, and contracts have been
settled on all the floors in the both buildings. Ongoing development projects include Otemachi 2-Chome
Area Urban Redevelopment Project Type 1 Building A (Chiyoda-ku, Tokyo). For the hotel business for
which demand is increasing, the Company strengthened its efforts for small luxury hotels based on the
business alliance with Hiramatsu Inc. as well as measures for Universal City Station Project (Osaka-shi,
Osaka) and Shinpukan Redevelopment Project (Kyoto-shi, Kyoto), etc.
Urbannet Ginza 1-Chome Building
Building
* For new buildings, the leased floors counted on contract base.
Percentage of Operating Revenue of the Company
Photographed by Forward Stroke Inc.
Urbannet Nihonbashi 2-Chome Building
Photographed by SS Tokyo Co., Ltd.
18
Residential Business
In the residential property sales business, sales remained generally firm and both the number of
condominiums delivered (1,054 units) and the average per-unit price (¥41 million) remained almost
unchanged from the previous fiscal year, despite a rise in sales prices associated with higher construction
costs and concerns about the adverse effects of data manipulation problems in the piling works of some
condominiums
Operating revenue amounted to ¥48,865 million (up ¥2,239 million, or 4.8% year on year) in the fiscal
year under review. Operating income stood at ¥5,074 million, an increase of ¥669 million, or 15.2%,
thanks to the impact of highly profitable properties in central Tokyo such as Wellith Ginza 2-Chome.
Wellith Ginza 2-Chome Building
Percentage of Operating Revenue of the Company
19
Other Business
Operating revenue in other business (commissioned interior construction for tenants and building
management, etc.) in the fiscal year under review increased ¥774 million, or 4.1% year on year, to
¥19,600 million, and operating income declined ¥285 million, or 11.5%, to ¥2,199 million chiefly due to a
fall in consulting revenue.
(3) Status of capital investments
Capital investment was ¥47,799 million for the fiscal year under review.
The main investments were ¥9,659 million (79 million US dollar) for Two Oliver Street, ¥5,064 million
for Otemachi 2-Chome Area 1st Class Urban Redevelopment Project Building A, ¥4,412 million for
Urbannet Nihonbashi 2-Chome Building, ¥3,730 million for Urbannet Ginza 1-Chome Building and
¥5,561 million for building renovations.
The Company also acquired investment securities of ¥6,764 million mainly associated with the acquisition
of overseas properties. The amount of investments including investment securities, etc. was ¥54,563
million.
Percentage of Operating Revenue of the Company
20
(4) Status of financing
The Company raised funds of ¥56.3 billion by Long-term loans payable for the repayment of loans, and
capital investment.
(5) Issues Facing the Group
In response to changes in the economic environment in Japan and overseas, the Group will aim to enhance
its corporate value by providing customers with valuable real estate services by fully adopting a customer
and market-centered orientation, pursuing innovation based on the Medium-Term Vision 2018 – For
Further Growth and increasing the satisfaction of stakeholders. The Group will also strive to improve and
strengthen its management system in light of the corporate governance code.
(i) Strengthening the revenue base in the leasing business
In the office business, the Group will continue working to strengthen the leasing sales capability and
cost competitiveness, including the reinforcement of relationships with existing tenants in preparation
for the expected supply of large volume of offices in central Tokyo. The Group will also seek to
strengthen its revenue base by proposing corporate real estate (CRE) strategies to the NTT Group and
implementing a strategic renewal to respond to business continuity plans (BCP) in flagship buildings.
In addition, the Group will work actively on more diversified and sophisticated developments by
participating in regional redevelopment projects, collaborating with other companies and undertaking
the mixed-use property development of offices and commercial facilities.
(ii) Strengthening and reviewing the residential business
In the residential business, the Group will review the business strategies and processes of the past to
provide dependable condominiums of high quality that meet the needs of customers dealing with
issues such as an increase in vacancies associated with the aging population combined with the
declining birth rate, rising demand for high-quality condominiums as a result of the data manipulation
issue in piling works of condominiums, and higher sales prices linked to increasing construction costs.
In addition, the Group will continue working to expand its business domains by entering into business
for senior citizens, such as serviced senior housing as represented by the Tsunagu (Connecting) Town
Project in cooperation with the NTT Group and the used house renovation market.
(iii) Further expanding the commercial property business
In the commercial property business, the Group will address new areas in response to the increasing
consumption of the inbound tourism through collaboration with suitable partners for each project,
including the provision of hotels in urban areas such as Osaka and Kyoto in addition to central Tokyo
and small luxury hotels at resort spots such as Kashikojima and Atami. With respect to the operation
of commercial facilities in office buildings, the Group will aim to create attractive facilities that satisfy
customers by strengthening and expanding these facilities.
21
(iv) Promoting the global business
In the global business, the Group will continue to work on diversifying its portfolio and increasing
income by acquiring and enhancing the value of office buildings in New York, Boston and
Washington in the United States, in addition to London in the United Kingdom, while maintaining a
close watch on movements in the foreign exchange market and overseas markets. The Group will also
seek to create business opportunities in Southeast Asian countries where future growth looks
promising.
(v) Enforcing comprehensive financial control
The Group intends to carefully select investments for future growth, giving due consideration to
market trends. The Group will also implement asset replacement in accordance with the asset portfolio
strategy set forth in the Medium-Term Vision 2018, including the sale of assets to a private REIT
which the Group organized in February 2016 to secure funds for future development. The Group will
strengthen its financial base by keeping tight control on interest-bearing debt, while taking into
account the effects of negative interest rates adopted by the Bank of Japan, among others.
22
(6) Financial position and results of operations in recent years
Section 28th term
(FY2012)
29th term
(FY2013)
30th term
(FY2014)
31st term (term
under review)
(FY2015)
Operating revenue (million yen) 163,168 189,186 152,052 183,016
Ordinary income (million yen) 22,016 24,865 20,395 33,832
Profit attributable to owners of
parent (million yen) 12,073 11,343 16,235 16,557
Net income per share (yen) 36.68 34.46 49.33 50.31
Total assets (million yen) 941,050 985,507 1,033,220 1,033,557
Net assets (million yen) 213,835 228,591 245,641 251,905
Net assets per share (yen) 535.43 563.98 610.45 626.02
(Note 1) The Company implemented the 100-for-one stock split for its common shares with October 1, 2013. Net
income per share and Net assets per share are calculated as if the stock split had been implemented at the
beginning of the 28th term (FY2012).
(Note 2) Net income per share and net assets per share are calculated based on the average number of issued and
outstanding shares during the period excluding treasury shares and the number of issued and outstanding
shares at the end of the period excluding treasury shares.
(Note 3) Adopted the Accounting Standard for Business Combinations (Accounting Standards Board of Japan
(ASBJ) Statement No. 21 on September 13, 2015), etc., and changed “Net income” to “Profit attributable
to owners of parent” from the fiscal year under review.
23
(7) Status of material parent company and subsidiaries
(i) Relationship with the parent company
The Company’s parent company is Nippon Telegraph and Telephone Corporation (“NTT”), which
holds 221,481,500 shares in the Company (representing an ownership interest of 67.3%).
The Company has business relationships including building lease agreements with NTT.
(ii) Relationship with material subsidiaries
Company name Capital Ownership
percentage Principal business
UDX Tokutei
Mokuteki Kaisha 14,100 million yen 61.0% Owing Akihabara UDX
(iii) Other
The Company has 22 consolidated subsidiaries and 14 equity method affiliates.
In the fiscal year under review, the Company conducted an absorption-type merger which the
surviving company was NTT Urban Development Builservice Co., and the company that ceased to
exist was NTT Urban Development West BS Co..
The Company also made an investment in Seragaki Resort Tokutei Mokuteki Kaisha to develop
resort hotels in Okinawa and invested in properties in the United States to develop its Global
Business.
NTT Urban Development Asset Management Corporation, which was established in the previous
fiscal year, began asset management for NTT Urban Development Private Investment Corporation,
Inc., a private placement REIT, in the fiscal year under review.
24
(8) Principal businesses
The table below shows the principal businesses of the Group
Classification Principal businesses
The Company
(1) Acquisition, disposal and management of real estate
(2) Leasing, brokerage and appraisal of real estate
(3) Building design, construction and supervision of
construction, and contracted business
(4) Sale and leasing of office equipment, communication
equipment, and other furniture and fixtures, and
interior equipment for buildings and houses
(5) Construction and sale of residential properties
Subsidiaries
NTT Urban Development
Builservice Co.
(1) Building and building equipment design, construction
and supervision of construction
(2) Consulting relating to the management of buildings
and building equipment
NTT Urban Development
Hokkaido Co.
(1) Building and building equipment design, construction
and supervision of construction
(2) Consulting relating to the management of buildings
and building equipment
Otemachi First Square Inc. Management of the Otemachi First Square building and its
site
DAY・NITE Co., Ltd. Operation of restaurants, halls and conferences, etc.
Knox Twenty-One Co., Ltd. Operation of the NTT Group’s convention facilities
Motomachi Parking Access
Co., Ltd.
Maintenance of underground passages in the Motomachi
area of Hiroshima-shi
Premier REIT Advisors Co.,
Ltd.
Investment management business under the Financial
Instruments and Exchange Act
Shinagawa Season Terrace
Building Management
Corporation
Management of Shinagawa Season Terrace and its land
NTT Urban Development
Asset Management
Corporation
Investment management business under the Financial
Instruments and Exchange Act
UD EUROPE LIMITED Investment in and management of real estate in the UK
UD AUSTRALIA PTY
LIMITED Investment in and management of real estate in Australia
UD USA Inc. Investment in and management of real estate in the USA
(Note) On October 1, 2015, the Company conducted an absorption-type merger which the surviving company was
NTT Urban Development Builservice Co., and the company that ceased to exist was NTT Urban
Development West BS Co..
25
(9) Principal offices
The Company
Head Office Chiyoda-ku, Tokyo
Kansai Branch Osaka-shi, Osaka
Tokai Branch Nagoya-shi, Aichi
Kyoto Branch Kyoto-shi, Kyoto
Chugoku Branch Hiroshima-shi, Hiroshima
Kyushu Branch Fukuoka-shi, Fukuoka
Subsidiaries
NTT Urban Development Builservice Co. Chiyoda-ku, Tokyo
NTT Urban Development Hokkaido Co. Sapporo-shi, Hokkaido
Otemachi First Square Inc. Chiyoda-ku, Tokyo
DAY・NITE Co., Ltd. Chiyoda-ku, Tokyo
Knox Twenty-One Co., Ltd. Minato-ku, Tokyo
Motomachi Parking Access Co., Ltd. Hiroshima-shi, Hiroshima
Premier REIT Advisors Co., Ltd. Minato-ku, Tokyo
Shinagawa Season Terrace Building
Management Corporation Minato-ku, Tokyo
NTT Urban Development Asset Management
Corporation Chiyoda-ku, Tokyo
UD EUROPE LIMITED London, UK
UD AUSTRALIA PTY LIMITED Melbourne, Australia
UD USA Inc. New York City, USA
(10) Status of employees
(i) Group Employees
Number of employees
Change from end of
previous consolidated
fiscal year
800 (265) Up 15 (Down 3)
(Note) The number of employees is the number of people employed by the Group. The number of temporary
employees is shown in parentheses.
(ii) Company Employees
Number of employees Change from end of
previous fiscal year Average age
Average length of
service
402 (9) Down 5 (Down 4) 43.3 years old 17.3 years
(Note 1) The number of employees is the number of people employed by the Group. The number of temporary
employees is shown in parentheses.
(Note 2) Workers seconded from other companies to the Company (10 workers) are included in the number of
employees, while workers seconded from the Company (193 workers) are excluded.
(Note 3) Length of service at NTT or any other company in the NTT Group is added to the length of service of the
employees who worked for these companies when calculating the average length of service. Workers
seconded from other companies (10 workers) are excluded from the calculation.
26
(11) Principal lenders
Lenders Amount borrowed
NTT FINANCE CORPORATION 73,004 million yen
Syndicated loan 71,300 million yen
Sumitomo Mitsui Trust Bank, Limited 42,000 million yen
Mizuho Bank, Ltd. 32,917 million yen
NIPPON LIFE INSURANCE COMPANY 22,000 million yen
Meiji Yasuda Life Insurance Company 19,000 million yen
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 15,000 million yen
Mitsubishi UFJ Trust and Banking Corporation 15,000 million yen
THE NISHI-NIPPON CITY BANK, LTD. 15,000 million yen
The Dai-ichi Life Insurance Company, Limited 13,000 million yen
SUMITOMO LIFE INSURANCE COMPANY 12,000 million yen
(Note) The syndicated loan is a loan syndication led by Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ,
Ltd. and Sumitomo Mitsui Banking Corporation.
27
2. Matters concerning shares of the Company
(1) Total number of shares authorized to be issued by the Company: 1,050,000,000
(2) Number of issued and outstanding shares: 329,120,000
(Including treasury shares 77)
(3) Number of shareholders: 12,470
(Of the above, less than one unit shareholders 73)
(4) Status of top ten shareholders
Shareholder Number of
shares held
Shareholding
ratio (%)
Nippon Telegraph and Telephone Corporation 221,481,500 67.30
Japan Trustee Services Bank, Ltd. (Trust Account) 7,291,100 2.22
GOLDMAN,SACHS& CO.REG 6,316,775 1.92
The Master Trust Bank of Japan, Ltd. (Trust Account) 5,224,800 1.59
NORTHERN TRUST CO.(AVFC) RE U.S. TAX EXEMPTED
PENSION FUNDS 3,746,700 1.14
STATE STREET BANK AND TRUST COMPANY 505223 2,075,369 0.63
MELLON BANK, N.A. AS AGENT FOR ITS CLIENT MELLON
OMNIBUS US PENSION 1,985,400 0.60
STATE STREET BANK AND TRUST COMPANY 505225 1,929,895 0.59
STATE STREET BANK - WEST PENSION FUND CLIENTS -
EXEMPT 505233 1,888,600 0.57
THE BANK OF NEW YORK 133522 1,883,473 0.57
(Note) The shareholding ratio is calculated by excluding treasury shares (77 shares).
(5) Other material matters concerning shares
Not applicable.
3. Matters concerning stock acquisition rights of the Company
Not applicable.
28
4. Matters concerning officers of the Company
(1) Directors and Corporate Auditors
Title Name Responsibility Major concurrent posts
President and Chief
Executive Officer Sadao Maki
Senior Executive
Vice President
Yoshiharu
Nishimura
Representative Director,
Otemachi Town Planning
Co., Ltd.
Executive Vice
President Satoshi Shinoda
Corporate Strategy and
Planning, IT Innovation
Executive Vice
President Kazuhiro Hasegawa Office Building Business
President and Chief Executive
Officer, NTT Urban
Development Builservice Co.
Executive Vice
President Masayuki Kusumoto
Commercial Business
Headquarters, Hotel and
Resort Business, Design
Management Office, Global
Business
Senior Vice
President Akiyoshi Kitamura
Residential Business
Headquarters
Senior Vice
President Kanya Shiokawa
Kansai Regional Business
(General Manager of Kansai
Branch)
President and Chief Executive
Officer, NTT Urban
Development West BS Co.
(retired on October 1,2015)
Senior Vice
President Shigehito Katsuki Accounting and Finance
Senior Vice
President Yoshihito Kichijo General Affairs Headquarters
Senior Vice
President Hideyuki Yamasawa Global Business
Senior Vice
President Hirotoshi Shinohara
Project Management, Aoyama
Development
Representative Director,
Harumi 4-chome City
Planning Design Co.
Senior Vice
President Akira Komatsu
Professor Emeritus,
Hitotsubashi University
Professor, Department of
Business Administration,
Faculty of Economics,
Musashino University
Professor, Graduate School of
Political Science and
Economics, Musashino
University
Senior Vice
President Toshio Koujitani
Principal Architect, Business
Development Department,
No.3 Business Division, JGC
CORPORATION
(resigned from office on
29
Title Name Responsibility Major concurrent posts
March 31, 2016)
Senior Vice
President Koichi Takami
Vice President of Business
Planning, Nippon Telegraph
and Telephone Corporation
Corporate Auditor
(full-time) Mitsuhiro Watanabe
Corporate Auditor
(full-time) Shunichi Okazaki
Corporate Auditor Hisako Kato
Representative , Kato
Accounting Office
Outside Corporate Auditor,
JSR Corporation
Corporate Auditor Harunobu Takeda
Senior Manager, Finance and
Accounting Department,
Nippon Telegraph and
Telephone Corporation
(Note 1) Mr. Hideyuki Yamasawa, Mr. Hirotoshi Shinohara, Mr. Toshio Koujitani and Mr. Koichi Takami were
newly elected as Directors at the Ordinary General Meeting of Shareholders for the 30th term held on June
23, 2015, and assumed office.
(Note 2) Mr. Shunichi Okazaki and Mr. Harunobu Takeda were newly elected as Corporate Auditors at the
Ordinary General Meeting of Shareholders for the 30th term held on June 23, 2015, and assumed office.
(Note 3) Of the Directors, Mr. Akira Komatsu, Mr. Toshio Koujitani and Mr. Koichi Takami are Outside Directors.
(Note 4) Of the Corporate Auditors, Mr. Mitsuhiro Watanabe, Mr. Shunichi Okazaki, Ms. Hisako Kato and Mr.
Harunobu Takeda are Outside Auditors.
(Note 5) Corporate Auditor (full-time) Mr. Mitsuhiro Watanabe worked for the accounting division of Nippon
Telegraph and Telephone Corporation, and has substantial knowledge about finance and accounting.
(Note 6) Corporate Auditor Ms. Hisako Kato has worked as a certified public accountant and a certified tax
accountant, and has considerable knowledge about finance and accounting.
(Note 7) Corporate Auditor Mr. Harunobu Takeda worked for the finance division of Nippon Telegraph and
Telephone Corporation, and has substantial knowledge about finance and accounting.
(Note 8) The Company notify Tokyo Stock Exchange, Inc. of Mr. Akira Komatsu and Mr. Toshio Koujitani, Senior
Vice President, Mr. Shunichi Okazaki and Ms. Hisako Kato, Outside Corporate Auditor, as Independent
Officers set out in the provision of Tokyo Stock Exchange, Inc. The Company does not have any personal,
capital, or business relationships, or other interests with the four persons that could cause any conflict of
interest with general stockholders.
30
(Note 9) The table below shows changes in titles and the roles of Directors during the fiscal year under review.
Name After change Before change Date of change
Yoshiharu
Nishimura Senior Executive Vice President
Senior Executive Vice President
Project Management
CSR
June 23, 2015
Masayuki
Kusumoto
Executive Vice President
Commercial Business
Global Business
Senior Vice President
Commercial Properties
Development
Global Business
June 23, 2015
Executive Vice President
Commercial Business
Headquarters, Hotel and Resort
Business Department, Design
Management Office, Global
Business
Executive Vice President
Commercial Business
Global Business
October 1, 2015
Akiyoshi
Kitamura
Senior Vice President
Residential Business
Headquarters
Senior Vice President
Residential Development October 1, 2015
Yoshihito
Kichijo
Senior Vice President
General Affairs
Real Estate Investment
Department
Senior Vice President
General Affairs
Real Estate Investment
July 1, 2015
Senior Vice President
General Affairs
Senior Vice President
General Affairs
Real Estate Investment
Department
November 1,
2015
Hirotoshi
Shinohara
Senior Vice President
Project Management
Aoyama Development
Senior Vice President
Project Management July 1, 2015
31
(Note 10) The table below shows Directors and a Corporate Auditor who retired during the fiscal year under review.
Title at the time of resignation Name Date of retirement
Senior Vice President Shiro Nakahara June 23, 2015 (resigned from office)
Senior Vice President Masaki Mitsumura June 23, 2015 (resigned from office)
Senior Vice President Kou Ikeda June 23, 2015 (resigned from office)
Corporate Auditor (full-time) Hiroshi Ikegawa June 23, 2015 (resigned from office)
Corporate Auditor Shinji Kume June 23, 2015 (term of office expired)
(2) Policies concerning remuneration of Directors and Corporate Auditors, and the amount
(i) Policies
The matters concerning remuneration for Directors are decided at the meeting of the Board of
Directors.
The remuneration for Directors (except Outside Directors) consists of monthly compensation and
bonuses. The monthly compensation is provided based on the extent of roles and the scope of
responsibilities for each position. The bonuses are provided by taking into account the Company’s
performance and other matters during the fiscal year under review. In addition, from the perspective
of reflecting the medium-to long-term performance of the Company, Directors purchase the
Company shares through the Directors’ stock accumulation plan by contributing over the certain
amount of the monthly compensation, and hold all of the purchased shares during the term of office.
For Outside Directors, from the perspective of ensuring a high independency, only the monthly
compensation is provided without gearing the amount to the Company’s performance.
The remuneration for Corporate Auditors is decided upon discussion by the Corporate Auditors, and
from the perspective of ensuring a high independency, only the monthly compensation is provided
without gearing the amount for the Company’s performance.
(ii) Remuneration of Directors and Corporate Auditors
Title Number of people receiving
remuneration Amount of remuneration
Director 15 297 million yen
Corporate Auditors 4 46 million yen
Total 19 343 million yen
(Note 1) The Ordinary General Meeting of Shareholders for the 22nd term held on June 21, 2007 resolved that
annual remuneration for Directors shall not exceed ¥480 million and annual remuneration for Corporate
Auditors shall not exceed ¥80 million.
(Note 2) The numbers for Directors and Corporate Auditors include two Directors and one Corporate Auditors who
retired as at the conclusion of the Ordinary General Meeting of Shareholders for the 30th term held on June
23, 2015.
(Note 3) The amount of Directors’ remuneration includes bonuses of ¥40 million for the fiscal year under review.
(Note 4) Other than the above, executive bonuses in the amount of ¥21 million were paid to Directors who also hold
executive management positions.
32
(3) Matters concerning outside officers
(i) Major partner companies for concurrent posts and their relationship with the Company
Title Name Partner company Concurrent post
Relationship with the
Company
Senior Vice
President
Akira Komatsu Hitotsubashi
University
Professor Emeritus There is no special
relationship with the
Company
Musashino University Professor,
Department of
Business
Administration,
Faculty of
Economics
Professor, Graduate
School of Political
Science and
Economics
There is no special
relationship with the
Company
Senior Vice
President
Toshio
Koujitani
JGC CORPORATION Principal Architect,
Business
Development
Department, No.3
Business Division
(resigned from
office on March 31,
2016)
There is no special
relationship with the
Company
Senior Vice
President
Koichi Takami Nippon Telegraph and
Telephone Corporation
Vice President of
Business Planning
Parent company
Corporate
Auditor
Hisako Kato Kato Accounting
Office
Representative There is no special
relationship with the
Company
JSR Corporation Outside Corporate
Auditor
There is no special
relationship with the
Company
Corporate
Auditor
Harunobu
Takeda
Nippon Telegraph and
Telephone Corporation
Senior Manager,
Finance and
Accounting
Department
Parent company
33
(ii) Main activities in the fiscal year under review
a. Attendance at meetings of the Board of Directors and Board of Corporate Auditors
Title Name
Board of Directors Board of
Corporate Auditors
Meetings
attended
Attendance
rate
Meetings
attended
Attendance
rate
Senior Vice President Akira Komatsu 13/13 100.0% - -
Senior Vice President Toshio Koujitani 10/10 100.0% - -
Senior Vice President Koichi Takami 9/10 90.0% - -
Corporate Auditor
(full-time) Mitsuhiro Watanabe 13/13 100.0% 17/17 100.0%
Corporate Auditor
(full-time) Shunichi Okazaki 10/10 100.0% 11/11 100.0%
Corporate Auditor Hisako Kato 13/13 100.0% 17/17 100.0%
Corporate Auditor Harunobu Takeda 9/10 90.0% 10/11 90.9%
(Note 1) Mr. Toshio Koujitani and Mr. Koichi Takami were appointed Director on June 23, 2015. The denominators
in the “Meetings attended” columns is the numbers of meetings of the Board of Directors that were held
after his appointment.
(Note 2) Mr. Shunichi Okazaki and Mr. Harunobu Takeda were appointed Corporate Auditor on June 23, 2015. The
denominators in the “Meetings attended” columns is the numbers of meetings of the Board of Directors and
Board of Corporate Auditors that were held after his appointment.
b. Statements at Board of Directors and Board of Corporate Auditors meetings
(a) Director, Mr. Akira Komatsu made suggestions and proposals to ensure the adequacy and
fairness of decisions made by the Board of Directors, and expressed opinions about agenda
items and the deliberations relating thereto, from the objective viewpoint of an Independent
Officer, which is independent of management, making the most of his extensive knowledge
and experience as a university professor of business administration.
(b) Director, Mr. Toshio Koujitani made suggestions and proposals to ensure the adequacy and
fairness of decisions made by the Board of Directors, and expressed opinions about agenda
items and the deliberations relating thereto, from the objective viewpoint of an Independent
Officer, which is independent of management, making his profound knowledge of software and
hardware in the field of architecture and extensive expertise and experience in planning and
designing in the field of architecture by participated in a number of projects both in Japan and
overseas mainly as principal architect at JGC CORPORATION.
(c) Corporate Auditor, Mr. Koichi Takami stated his opinions based on his considerable experience
at Nippon Telegraph and Telephone Corporation and made suggestions and proposals to ensure
the adequacy and fairness of decisions made by the Board of Directors, and expressed opinions
about agenda items and the deliberations relating thereto, from the objective viewpoint of an
Independent Officer.
34
(d) Corporate Auditor (full-time), Mr. Mitsuhiro Watanabe made statements from the perspective
of an experienced business manager, to ensure the adequacy and fairness of decisions made by
the Board of Directors and establishment of a high quality corporate governance system that
will enable the sound and sustainable growth of the Company.
(e) Corporate Auditor (full-time), Mr. Shunichi Okazaki made statements from the perspective of
an Independent Officer, making the most of the broad insight that he developed mainly through
his extensive experience in government administration, to ensure the adequacy and fairness of
decisions made by the Board of Directors and for the establishment of a high quality corporate
governance system that will enable the sound and sustainable growth of the Company.
(f) Corporate Auditor, Ms. Hisako Kato made statements necessary from the perspective of an
Independent Officer, with viewpoints of a certified public accountant and a certified tax
accountant, to ensure the adequacy and fairness of decisions made by the Board of Directors
and for the establishment of a high quality corporate governance system that will enable the
sound and sustainable growth of the Company.
(g) Corporate Auditor, Mr. Harunobu Takeda made statements necessary based on his
considerable experience at Nippon Telegraph and Telephone Corporation, to ensure the
adequacy and fairness of decisions made by the Board of Directors and for the establishment of
a high quality corporate governance system that will enable the sound and sustainable growth
of the Company.
35
(iii) Outline of agreements for the limitation of liability
The Company has concluded agreements with its Outside Directors and Outside Corporate Auditors
pursuant to Article 427, Paragraph 1 of the Companies Act for the limitation of liability as stipulated in
Article 423, Paragraph 1 of the Companies Act. For both Outside Directors and Outside Corporate
Auditors, liability for damages under the agreements is limited to the minimum liability amount stipulated
in Article 425, Paragraph 1 of the Companies Act.
(iv) Remuneration of outside officers
Number of people receiving
remuneration Amount of remuneration
Remuneration of outside officers 6 57 million yen
(Note) The amount of remuneration of outside officers is included in “Remuneration of Directors and Corporate
Auditors” on page 31.
36
5. Status of accounting auditors
(1) Name of the accounting auditor
KPMG AZSA LLC
(2) Remuneration payable to accounting auditor in the fiscal year under review
¥88 million
(Note1) The audit contract between the accounting auditor and the Company does not distinguish between
remuneration for audits under the Companies Act and remuneration for audits under the Financial
Instruments and Exchange Act, as it is not practically possible to distinguish between the two types of
remuneration. The amount above therefore is the sum of the amounts of the two types of remuneration.
(Note 2) In light of the Practical Guidelines for Cooperation with Accounting Auditors published by the Japan Audit
& Supervisory Board Members Association, the Board of Corporate Auditors of the Company examined the
adequacy of the audit time, the staffing plan and the amount of remuneration in the audit plan for the fiscal
year under review by comparing the audit results in the previous fiscal year and the audit plan for the fiscal
year under review. As a result, the Board of Corporate Auditors has determined that remuneration payable to
the accounting auditor, etc. is appropriate and agreed with it.
(3) Total amount of cash and other income payable by the Company and subsidiaries
¥126 million
(4) Content of non-audit services
The Company compensates the accounting auditor for the advisory service related to the International
Financial Reporting Standards (IFRS) in addition to the services stipulated in Article 2, Paragraph 1 of the
Certified Public Accountants Act.
(5) Policy concerning decisions to dismiss or change the accounting auditor
If it is determined that any of the conditions set out in items of Article 340, Paragraph 1 of the Companies
Act applies to the accounting auditor, the Board of Corporate Auditors shall dismiss the accounting
auditor upon unanimous consent of its members.
In other cases when it is deemed that the accounting auditor is no longer able to perform its duties in a fair
manner, the Board of Corporate Auditors shall determine a proposal to dismiss or change the accounting
auditor to be submitted to the general meeting of shareholders.
37
6. Systems and policies of the Company
(1) Mechanisms to ensure appropriate business operations
The following is an outline of the Company’s Internal Control Systems Basic Policy, which sets out
systems and procedures to ensure that the Directors’ performance of their duties will comply with laws
and regulations and the Articles of Incorporation, and other systems to ensure appropriate operations of
the Group:
(i) A system to ensure that Directors and employees adhere to laws and regulations and the
Company's Articles of Association in the execution of their duties. This system requires that:
a. Employees carry out their respective duties in a diligent and conscientious manner in
accordance with laws, regulations and instructions in an effort to ensure appropriate and
efficient business operations as stipulated in the Company's Rules of Employment and related
documents;
b. All Directors and employees of NTT Urban Development Group companies engage in
activities that promote the highest standards in corporate ethics and compliance in accordance
with the NTT Group's Code of Corporate Ethics;
c. The Corporate Ethics Promotion Committee is established and preventive measures initiated
with regard to illegalities and misconduct in accordance with compliance related regulations;
d. The Company establishes a corporate ethics and compliance helpline to provide the necessary
support infrastructure for all Directors and employees of the Group to report corporate ethics
and compliance matters, anonymously or by name, both inside and outside the Company using
attorneys. The Company will ensure that any person who makes reports to the corporate ethics
and compliance helpline is not treated unfairly;
e. NTT Urban Development establishes a framework to ensure information is concentrated in the
relevant department and an appropriate response is formulated in the event of potential and
actual non-compliance and unethical act;
f. Education and training with regard to corporate ethics and compliance is implemented on a
continuous basis for all Directors and employees of the Group;
g. The Internal Audit Office is inaugurated as a means to evaluate the efficacy and management
of the Internal Control Systems, and an audit review program is initiated for areas of
particularly high risk to facilitate necessary and appropriate improvement;
h. A legal structure and framework, coordinated by the Legal Department, is maintained to ensure
the appropriate checks and balances are in place. In addition, the Legal Department shall
centrally coordinate the Company's legal consultation with lawyers;
i. With respect to the financial instruments business operated by the NTT Urban Development
Group, NTT Urban Development ensures appropriate business management and human
resources structures, and develops structures to enforce the compliance with laws and
ordinances, and risk management structures, and manages appropriate customer protection and
38
customer information control;
j. NTT Urban Development appropriately develops and manages internal control associated with
financial reports to ensure the credibility of financial reports in accordance with the Financial
Instruments and Exchange Act; and
k. NTT Urban Development is committed to not being associated, by any means, with antisocial
forces or organizations that pose a threat to the order and safety of society, and to act decisively
against these antisocial activities in cooperation with the appropriate authorities, such as the
police.
(ii) A structure for storing and managing information pertaining to the execution of duties by
Directors. Under this structure:
a. Minutes of meetings, associated documents and other information relating to the execution of
duties by Directors are stored and managed by the relevant department in accordance with
internal rules and regulations; and
b. Directors and Corporate Auditors regularly review the aforementioned documentation and
information.
(iii) Provisions and other structures concerning administration of the danger of losses. In this context:
a. By establishing the Risk Management Committee and formulating regulations related to risk
management, the Company shall regularly identify and assess the Group’s risks as a whole and
shall prevent and handle risks appropriately;
b. Careful consideration of investment risks and other factors by the Management Council in
connection with investment projects is preceded by due diligence by the Investment
Deliberation Council;
c. NTT Urban Development conducts risk management education and training in order to raise
awareness among all Directors and employees of the Group; and
d. NTT Urban Development develops systems that enable it to take appropriate measures in the
event of disaster by taking the necessary measures, such as establishing the Disaster Risk
Management Promotion Committee and the Disaster Risk Management Promotion Office,
developing a basic policy and a manual to respond to the occurrence of a major earthquake,
and holding seminars and training in disaster management.
(iv) A framework to ensure the efficient execution of duties by Directors. Under this framework, the
Company:
a. Clarifies department responsibilities, authority and decision-making procedures, based on
internal rules and regulations that define the structure and scope of internal organizations as
well as the division of duties, responsibilities and authority;
b. Formulates rules and regulations for the Board of Directors. In principle, the Board of
Directors meets once a month to decide on important matters relating to the management of the
39
Company in accordance with related legal requirements, decision-making principles and
recommendations based on due diligence. In addition, the Board of Directors periodically
reports on the status of business execution. Moreover, the Company formulates rules and
regulations for the Management Council, an organization that in principle meets once a week
and reports to the Board of Directors; and
c. Strives to enhance efficiency in the execution of business. To this end, the Board of Directors
formulates medium-term management policies and business plans of the Group and closely
reviews performance on a monthly and quarterly basis.
(v) A statement concerning the establishment of a system to ensure that the corporate group conducts
activities appropriately. This system ensures that:
a. Associated with the affiliate management regulations of the NTT Urban Development Group,
etc., the Company requests that the Group companies deliberate with or report to the Company
regarding important matters, including corporate ethics, compliance and risk management;
b. The internal control departments periodically call on the Group companies with the aim of
monitoring and supervising the companies’ operations;
c. Periodic meetings are convened for the Group companies to report to the Company the status
of operations and their financial standing. This process enables the Company to maintain a
comprehensive understanding of the Group companies activities and statuses and to ensure that
the Group companies activities are conducted in an appropriate manner; and
d. Transactions between the parent company and the Group companies are conducted in an
appropriate manner by examining contracts on the same terms and conditions as those with
third parties.
(vi) Items concerning the independence from Directors of employees who are appointed to assist
Corporate Auditors in their duties and to secure the effectiveness of instructions to the employees.
These items provide for:
a. The establishment of the Corporate Auditors Office that reports directly to the Corporate
Auditors and the appointment of full-time, specialist employees to support Corporate Auditors
in the conduct of their duties.
b. Employees appointed to support Corporate Auditors do not engage in concurrent activities.
c. Assistants to Corporate Auditors conduct their duties based on the directions and orders of
Corporate Auditors.
d. The opinions of Corporate Auditors are respected in handling the personnel changes,
evaluations, and so on of employees who belong to the Corporate Auditors’ Office.
(vii) A system for Directors and employees to report to Corporate Auditors and for other reporting to
Corporate Auditors. Under this system:
a. A comprehensive reporting system is maintained in which Corporate Auditors attend not only
40
the Board of Directors meetings but also the Management Council and other important
meetings;
b. Directors and employees are required to report to Corporate Auditors on matters relating to the
execution of their duties including the following; and
- Matters that have led to significant damage or have the potential to lead to significant damage
to the Company
- Monthly business reports
- The status of internal audits
- Any risk of a breach of laws and regulations, the Company's Articles of Association and
related rules and regulations
- The status of reports made under the corporate ethics and compliance helpline
- Important items reported by the Group companies
- Important issues relating to corporate ethics and compliance other than those previously
identified
c. Directors are required to report to the Board of Directors on the status of the establishment and
management of the Internal Control Systems through the Internal Audit Office.
(viii) Other structures to ensure that audits are performed effectively by Corporate Auditors. Based on
this structure:
a. Corporate Auditors conduct meetings with representative directors and related personnel on a
quarterly basis to promote an exchange of opinions and ensure appropriate communication
channels are maintained; and
b. The Company will provide every support to Corporate Auditors in connection with any request
for the use of external advisors including attorneys and certified public accountants.
c. Corporate Auditors may charge expenses as necessary for the execution of their duties, and the
Company shall make payments based on their expense claims.
(Note) In accordance with a resolution at a meeting of the Board of Directors held on November 4, 2015, the Company
has revised descriptions on the strengthening of internal control as the NTT Urban Development Group and the
development of the affiliate management regulations of the NTT Urban Development Group with respect to the
financial instruments business. The Basic Policy above reflects the revisions.
(2) Outline of the management of the mechanisms to ensure appropriate business operations
An outline of the management of the mechanisms to ensure appropriate business operations in the fiscal
year under review is as follows.
(i) Initiatives for corporate ethics and compliance
The Company posts its Rules of Employment and the NTT Group’s Code of Corporate Ethics on its
website so that they can be reviewed regularly.
The NTT Urban Development Group provided training, etc. on corporate ethics and compliance to all
41
directors and employees of the Group.
The Company held the Corporate Ethics Promotion Committee meetings five times and deliberated
on matters reported to the corporate ethics and compliance helpline, among others.
The Internal Audit Office, which is an internal control department of the Company, audited the
execution of duties to determine whether they adhered to laws and regulations and the Company’s
Articles of Association and reported the audit results to representative Directors and Corporate
Auditors on a quarterly basis.
(ii) Initiatives for risk management
The Company held quarterly Risk Management Committee meetings to identify important risks that
should be managed by the Group as a whole and checked if new risks had emerged.
The Company established business continuity management (BCM) guidelines for large-scale
earthquakes, etc. and conducted anti-disaster training, etc. based on the BCM guidelines.
(iii) Initiatives for ensuring the efficient execution of duties
The Company has clarified departmental responsibilities, authority and decision-making procedures
based on internal rules and regulations that define the structure and scope of internal organizations as
well as the division of duties, responsibilities and authority.
The Company held the Board of Directors meetings on 13 occasions based on the rules and
regulations for the Board of Directors. It also held Management Council meetings on 43 occasions
based on the rules and regulations for the Management Council.
(iv) Initiatives for ensuring that the corporate group conducts activities appropriately
In accordance with the formulation of the affiliate management regulations of the NTT Urban
Development Group, etc., the Group companies reported important matters to the Company and
deliberated on them with the Company.
The Internal Audit Office implemented audits on the Group companies and reported the audit results
to the representative Directors and Corporate Auditors on a quarterly basis.
(v) Initiatives for ensuring the effectiveness of audits by Corporate Auditors
Corporate Auditors attended important meetings such as the Board of Directors meetings and the
Management Council meetings and received reports and explanations about the status of the
execution of duties, etc. from Directors, etc.
Corporate Auditors exchanged opinions with representative Directors on a quarterly basis and
received the necessary reports from the independent accounting auditor.
The Company established the Corporate Auditors Office that reports directly to Corporate Auditors
and appointed full-time, specialist employees who do not engage in concurrent activities. The said
employees conducted their duties based on the directions and instructions of the Corporate Auditors.
(3) Basic policy on the control of the Company
Reflecting the parent company’s ownership of more than 50% of the Company’s shareholder voting rights,
42
the Company has not established a detailed basic policy on control of the Company and, at present, does
not maintain takeover defense measures.
________________________________________________________________________________
Amounts of money and volumes of sales in the Business Report are rounded down to the nearest unit.
Ratios and other figures are rounded to the nearest unit.
43
Consolidated Balance Sheet (As of March 31, 2016)
(Unit: million yen)
Account item Amount Account item Amount
Assets Liabilities
Current assets Current liabilities
Cash and deposits 14,846 Notes and operating accounts payable–trade 9,182
Notes and operating accounts receivable 9,170 Lease obligations 40
Real estate for sale 41,736 Short-term loans payable 6,530
Real estate for sale in process 99,374 Current portion of long-term loans payable 36,775
Costs on uncompleted construction contracts 248 Current portion of bonds 19,999
Raw materials and supplies 58 Income taxes payable 1,064
Lease investment assets 2,224 Deferred tax liabilities 380
Deposits paid 1,360 Other 41,488
Deferred tax assets 425 Total current liabilities 115,462
Other 8,665 Non-current liabilities
Allowance for doubtful accounts (0) Bonds payable 110,975
Total current assets 178,110 Long-term loans payable 371,739
Non-current assets Lease obligations 87
Property, plant and equipment Lease and guarantee deposits received 69,424
Buildings and structures 279,458 Negative goodwill 22,951
Machinery, equipment and vehicles 1,557 Deferred tax liabilities 58,658
Land 494,722 Provision for directors' retirement benefits 27
Lease assets 92 Net defined benefit liability 8,215
Construction in progress 3,604 Asset retirement obligations 2,424
Other property, plant and equipment 2,459 Other 21,684
Total property, plant and equipment 781,895 Total non-current liabilities 666,189
Intangible assets 25,994 Total liabilities 781,651
Investments and other assets Net assets
Investment securities 24,311 Shareholders’ equity
Long-term prepaid expenses 15,072 Capital stock 48,760
Net defined benefit asset 147 Capital surplus 31,648
Deferred tax assets 556 Retained earnings 118,437
Other 7,468 Treasury shares (0)
Total investments and other assets 47,557 Total shareholders’ equity 198,846
Total non-current assets 855,447 Accumulated other comprehensive income
Valuation difference on available-for-sale
securities 3,003
Deferred gains or losses on hedges (9)
Foreign currency translation adjustment 5,261
Remeasurements of defined benefit plans (1,066)
Total accumulated other comprehensive
income 7,187
Non-controlling interests 45,871
Total net assets 251,905
Total assets 1,033,557 Total liabilities and net assets 1,033,557
(Note) All amounts have been rounded down to the nearest million yen.
44
Consolidated Statement of Income
(From April 1, 2015 to March 31, 2016)
(Unit: million yen)
Account item Amount
Operating revenue 183,016
Operating cost 127,078
Operating gross profit 55,938
Selling, general and administrative expenses 18,166
Operating income 37,771
Non-operating income
Interest income 11
Dividends income 93
Contributions 262
Gain on donation of non-current assets 22
Amortization of negative goodwill 1,926
Equity in earnings of affiliates 251
Other 68 2,635
Non-operating expenses
Interest expenses 5,936
Other 637 6,573
Ordinary income 33,832
Extraordinary income
Gain on sales of non-current assets 3,285
Other 13 3,298
Extraordinary losses
Loss on sales of non-current assets 8,020
Loss on retirement of non-current assets 1,073
Impairment loss 4,917 14,011
Income before income taxes and minority interests 23,120
Income taxes-current 3,861
Income taxes-deferred 265 4,127
Profit 18,993
Profit attributable to non-controlling interests 2,435
Profit attributable to owners of parent 16,557
(Note) All amounts have been rounded down to the nearest million yen.
45
Consolidated Statement of Changes in Net Assets
(From April 1, 2015 to March 31, 2016)
(Unit: million yen)
Shareholders’ equity
Capital stock Capital surplus Retained earnings Treasury shares Total shareholders’
equity
Balance as of April 1,
2015 48,760 34,109 108,264 ― 191,134
Cumulative effects of
changes in accounting policies
(2,461) (1,118)
(3,579)
Restated balance 48,760 31,648 107,145 ― 187,554
Total changes of items
during the year
Dividends from surplus (2,632)
(2,632)
Interim dividends (2,632)
(2,632)
Profit attributable to
owners of parent 16,557
16,557
Purchase of treasury
shares (0) (0)
Net changes of items
other than
shareholders’ equity
Total changes of items
during the year ― ― 11,292 (0) 11,291
Balance as of March 31,
2016 48,760 31,648 118,437 (0) 198,846
46
Accumulated other comprehensive income
Non-controllin
g interests
Total net
assets
Valuation
difference on available-for-
sale securities
Deferred
gains or
losses on hedges
Foreign
currency
translation adjustment
Remeasure
ments of
defined benefit plans
Total
accumulated
other
comprehensive income
Balance as of April 1,
2015 2,837 ― 6,429 509 9,776 44,730 245,641
Cumulative effects of
changes in accounting policies
(3,579)
Restated balance 2,837 ― 6,429 509 9,776 44,730 242,061
Total changes of items
during the year
Dividends from surplus
(2,632)
Interim dividends
(2,632)
Profit attributable to
owners of paren
16,557
Purchase of treasury
shares
(0)
Net changes of items
other than shareholders’ equity
165 (9) (1,168) (1,575) (2,588) 1,140 (1,447)
Total changes of items
during the year 165 (9) (1,168) (1,575) (2,588) 1,140 9,844
Balance as of March 31,
2016 3,003 (9) 5,261 (1,066) 7,187 45,871 251,905
(Note) All amounts have been rounded down to the nearest million yen.
47
(Reference)
Consolidated Statements of Cash Flows
(From April 1, 2015 to March 31, 2016)
(Unit: million yen)
Account item Amount
Net cash provided by (used in) operating activities 17,430
Net cash provided by (used in) investing activities (14,570)
Net cash provided by (used in) financing activities (6,781)
Effect of exchange rate change on cash and cash equivalents (125)
Net increase (decrease) in cash and cash equivalents (4,046)
Cash and cash equivalents at beginning of period 20,153
Cash and cash equivalents at end of period 16,106
(Note) All amounts have been rounded down to the nearest million yen.
48
Balance Sheet (Non-Consolidated)
(As of March 31, 2016)
(Unit: million yen)
Account item Amount Account item Amount
Assets Liabilities
Current assets Current liabilities
Cash and deposits 53 Operating accounts payable 6,907
Operating accounts receivable 6,500 Short-term loans payable 2,459
Real estate for sale 29,359 Lease obligations 20
Real estate for sale in process 91,208 Current portion of long-term loans payable 32,000
Costs on uncompleted construction contracts 225 Current portion of bonds 19,999
Raw materials and supplies 22 Accounts payable-other 25,272
Prepaid expenses 954 Accrued expenses 1,163
Lease investment assets 2,159 Income taxes payable 572
Deferred tax assets 515 Advances received 5,477
Other 7,930 Deposits received 8,477
Allowance for doubtful accounts (0) Other 3,052
Total current assets 138,929 Total current liabilities 105,403
Non-current assets Non-current liabilities
Property, plant and equipment Bonds payable 109,975
Buildings 214,074 Long-term loans payable 291,300
Structures 3,586 Lease obligations 41
Machinery and equipment 1,542 Long-term accounts payable-other 21,345
Tools, furniture and fixtures 2,250 Lease and guarantee deposits received 68,245
Land 310,813 Deferred tax liabilities 14,582
Lease assets 40 Provision for retirement benefits 5,981
Construction in progress 3,602 Assets retirements obligations 2,408
Total property, plant and equipment 535,910 Other 62
Intangible assets Total non-current liabilities 513,942
Leasehold right 20,110 Total liabilities 619,346
Software 375 Net assets
Software in progress 2,002 Shareholders’ equity
Lease assets 0 Capital stock 48,760
Other 100 Capital surplus
Total intangible assets 22,588 Legal capital surplus 34,109
Investments and other assets Total capital surplus 34,109
Investment securities 16,630 Retained earnings
Stocks of subsidiaries and affiliates 22,774 Legal retained earnings 3,437
Investments in other securities of 30,222
Other retained earnings 84,833
subsidiaries and affiliates Voluntary retained earnings 45,815
Investments in capital 0 Retained earnings brought forward 39,018
Long-term prepaid expenses 14,787 Total retained earnings 88,270
Prepaid pension cost 288 Treasury shares (0)
Lease and guarantee deposits paid 9,414 Total shareholders’ equity 171,140
Other 1,942 Valuation and translation adjustments
Total investments and other assets 96,060 Valuation difference on available-for-sale 3,003
Total non-current assets 654,560 securities
Total valuation and translation 3,003
adjustments
Total net assets 174,143
Total assets 793,489 Total liabilities and net assets 793,489
(Note) All amounts have been rounded down to the nearest million yen.
49
Statements of Income (Non-Consolidated)
(From April 1, 2015 to March 31, 2016)
(Unit: million yen)
Account item Amount
Operating revenue
Operating revenues from leasing business 111,535
Operating revenues from residential property sales business 47,968
Operating revenues from other businesses 1,121 160,626
Operating cost
Operating cost for leasing business 71,650
Operating cost for residential property sales business 36,978
Operating cost for other businesses 590 109,219
Operating gross profit 51,406
Selling, general and administrative expenses 17,251
Operating income 34,155
Non-operating income
Interest income 2
Dividends income 424
Contributions 254
Gain on donation of non-current assets 22
Other 70 774
Non-operating expenses
Interest expenses 3,604
Interest on bonds 1,648
Other 633 5,886
Ordinary income 29,043
Extraordinary income
Gain on sales of non-current assets 3,285
Other 13 3,298
Extraordinary loss
Loss on sales of non-current assets 8,034
Loss on retirement of non-current assets 1,058
Impairment loss 4,917 14,010
Income before income taxes 18,330
Income taxes-current 3,045
Income taxes-deferred 2,913 5,958
Profit 12,372
(Note) All amounts have been rounded down to the nearest million yen.
50
Statement of Changes in Net Assets (Non-Consolidated)
(From April 1, 2015 to March 31, 2016)
(Unit: million yen)
Shareholders’ equity
Valuation and
translation adjustments
Total net
assets
Capital stock
Capital surplus
Retained earnings
Treasury shares
Total sharehold
ers’
equity
Valuation difference on
available-for-s
ale securities
Legal capital
surplus
Legal retained
earnings
Other retained earnings
Voluntary retained
earnings
Retained earnings
brought forward
Balance as of April 1,
2015 48,760 34,109 3,437 35,606 42,121 - 164,034 2,837 166,871
Changes of items during
the year
Dividends from surplus (2,632) (2,632) (2,632)
Interim dividends (2,632) (2,632) (2,632)
Provision of reserve for
advanced depreciation of non-current assets
12,120 (12,120) - -
Reversal of reserve for
advanced depreciation of non-current assets
(2,138) 2,138 - -
Provision of reserve for
special account for
advanced depreciation of non-curreut assets
1 (1) - -
Provision of reserve for
special depreciation 341 (341) - -
Reversal of reserve for
special depreciation (116) 116 - -
Profit 12,372 12,372 12,372
Purchase of treasury shares
(0) (0) (0)
Net changes of items
other than shareholders' equity
165 165
Total changes of items
during the year ― ― ― 10,209 (3,103) (0) 7,106 165 7,272
Balance as of March 31,
2016 48,760 34,109 3,437 45,815 39,018 (0) 171,140 3,003 174,143
(Note) All amounts have been rounded down to the nearest million yen.
51
Independent Auditor’s Report
May 9, 2016
The Board of Directors
NTT Urban Development Corporation
KPMG AZSA LLC
Masashi Oki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Koji Fukai (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yutaka Terada (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, comprising the consolidated balance sheet, the
consolidated statement of income, the consolidated statement of changes in net assets and the related notes
of NTT Urban Development Corporation as at March 31,2016 and for the year from April 1, 2015 to
March 31, 2016 in accordance with Article 444-4 of the Companies Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as
independent auditor. We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures selected depend on our judgement, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, while the objective of the financial statement audit is
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
52
also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position and the results of operations of NTT Urban Development Corporation and
its consolidated subsidiaries for the period, for which the consolidated financial statements were prepared,
in accordance with accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.
53
Independent Auditor’s Report
May 9, 2016
The Board of Directors
NTT Urban Development Corporation
KPMG AZSA LLC
Masashi Oki (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Koji Fukai (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yutaka Terada (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income, the
statement of changes in net assets and the related notes, and the supplementary schedules of NTT Urban
Development Corporation as at March 31, 2016 and for the 31st business year from April 1, 2015 to
March 31, 2016 in accordance with Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for
such internal control as management determines is necessary to enable the preparation of financial
statements and the supplementary schedules that are free from material misstatements, whether due to
fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementary schedules
based on our audit as independent auditor. We conducted our audit in accordance with auditing
standards generally accepted in Japan. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and the supplementary schedules are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements and the supplementary schedules. The procedures selected depend on our
judgement, including the assessment of the risks of material misstatement of the financial statements and
the supplementary schedules, whether due to fraud or error. In making those risk assessments, we
consider internal control relevant to the entity’s preparation and fair presentation of the financial
statements and the supplementary schedules in order to design audit procedures that are appropriate in the
54
circumstances, while the objective of the financial statement audit is not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial statements and the
supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements and the supplementary schedules referred to above present fairly,
in all material respects, the financial position and the results of operations of NTT Urban Development
Corporation for the period, for which the financial statements and the supplementary schedules were
prepared, in accordance with accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to
the provisions of the Certified Public Accountants Law of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.
55
BOARD OF CORPORATE AUDITORS’ REPORT
(English Translation)
Based on reports from each Corporate Auditor, and following discussion at meetings, the Board of
Corporate Auditors has prepared this report regarding the execution of the duties of the Board of Directors
in the 31st fiscal year from April 1, 2015, to March 31, 2016.
The Board of Corporate Auditors reports as follows:
1. Outline of Audit Methodology
(1) The Board of Corporate Auditors established auditing policies, assignment of duties, etc., and received
reports from each Corporate Auditor on the status of the implementation of audits and the results thereof,
as well as reports from the Board of Directors and the Independent Auditors regarding the execution status
of their duties, and requested explanations as necessary.
(2) On the basis of the Board of Corporate Auditors Rules, etc. established by the Board of Corporate
Auditors, and in accordance with its auditing policies, assignment of duties and other relevant matters, the
Corporate Auditors sought mutual understanding with the Directors, employees of the internal auditing
department and other departments, and other persons in their efforts to collect information and achieve an
environment conductive to audits, and carried out audits by the following methods.
i. Attended meetings of the Board of Directors and other important meetings, received reports from
Directors and employees regarding performance of their duties, requested explanations as necessary,
perused important statements regarding decisions and approvals made and investigated the status of
operations and assets at the head office and other principal business locations. Regarding the
subsidiaries, the Board of Corporate Auditors sought to achieve a mutual understanding and exchange
of information with directors and corporate auditors and other persons of the subsidiaries, and where
necessary received business reports from the subsidiaries.
ii. As for the particulars of Board of Directors resolutions relating to the establishment, as set forth in
Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act, of
structures stated in the business report as necessary to ensure that the Directors’ performance of their
duties is in conformity with laws and regulations and their company’s Articles of Incorporation and
to otherwise ensure the appropriateness of the business of a kabushiki kaisha and a corporate group
consisting of a kabushiki kaisha and its subsidiaries, as well as the structures established pursuant to
such resolutions (internal control system), the Board of Corporate Auditors regularly received reports
from Directors, employees and other persons, requested explanations from them as necessary and
expressed opinions.
iii. The Board of Corporate Auditors audited and verified whether the Independent Auditor maintained
its independence and carried out its audits appropriately, received reports from the Independent
Auditor regarding the execution of its duties and, where necessary, requested explanations. Also, the
Board of Corporate Auditors received notification from the Independent Auditors to the effect that a
“structure to ensure that duties are executed appropriately” (the matters listed in Article 131 of the
56
Accounting Principles for Enterprises) had been established in accordance with “Quality Control
Standards for Auditing” (Business Accounting Council, October 28, 2005), and where necessary
requested explanations.
Based on the above methodology, the Board of Corporate Auditors audited the non-consolidated financial
statements related to the fiscal year under review (the Balance Sheet, Income Statement, Statement of
Changes in Net Assets, and the individual notes thereto), related supplementary statements, as well as the
consolidated financial statements (Consolidated Balance Sheet, Consolidated Income Statement,
Consolidated Statement of Changes in Net Assets and the consolidated notes thereto).
2. Audit Results
(1) Results of the audit of the Business Report
i. We find that the Business Report and its supplementary statements accurately reflect the conditions
of the Company in accordance with law and the Articles of Incorporation.
ii. No inappropriate conduct concerning the execution of duties by Directors or material facts in
violation of law or the Articles of Incorporation were found.
iii. We find that the particulars of Board of Directors’ resolutions concerning the internal control
system are appropriate. Further, no matters worthy of note were found with respect to Directors’
execution of duties and status of this Business Report in regards to the internal control system.
(2) Results of the audit of the financial statements and supplementary statements
We find that the methodology and results of the audit by the Independent Auditor, KPMG AZSA
LLC are appropriate.
(3) Results of the audit of the consolidated financial statements
We find that the methodology and results of the audit by the Independent Auditor, KPMG AZSA
LLC are appropriate.
May 11, 2016
NTT Urban Development Corporation
Board of Corporate Auditors
Corporate Auditor (full-time) Mitsuhiro Watanabe
Corporate Auditor (full-time) Shunichi Okazaki
Corporate Auditor Hisako Kato
Corporate Auditor Harunobu Takeda
Note: Corporate Auditors are Outside Corporate Auditors as prescribed in the Companies Act.
END
57
(Reference)
Topics
Completion of Urbannet Nihonbashi 2-Chome Building and Urbannet Ginza
1-Chome Building
Urbannet Nihonbashi 2-Chome Building and Urbannet Ginza 1-Chome Building, two buildings located in
Chuo-ku, Tokyo, were completed in January 2016 and February 2016, respectively.
Both buildings have introduced the latest environmental performance and business continuity plan (BCP)
measures.
◆ Urbannet Nihonbashi 2-Chome Building
Urbannet Nihonbashi 2-Chome Building is located one-minute walk from Nihombashi Station and was
developed with the tradition and stately atmosphere of Nihonbashi as the theme. This is seen, for instance,
in the comfortable entrance piloti space and an eave that gives an impression of the eave of a
long-established store.
◆ Urbannet Ginza 1-Chome Building
Urbannet Ginza 1-Chome Building is a three-minute walk from Takaracho Station and a five-minute walk
from Ginza-itchome Station. It was developed with a sense of openness in the city center, such as the
entrance piloti with a ceiling height of about six meters and the roof terrace.
Location; Chuo-ku, Tokyo
Site area; 1,687 m2
Total floor space; 14,795 m2
Building scale; 10 floors above ground and 1 below
Main use; Office
Location; Chuo-ku, Tokyo
Site area; 1,737 m2
Total floor space; 11,720 m2
Building scale; 8 floors above ground and 1 below
Main use; Office
Entrance Hall
Photographed by Forward Stroke Inc.
Upper: Roof terrace
Left: Exterior view
Photographed by SS Tokyo Co.,
Ltd.Inc.
58
Development of small luxury hotels in capital and business alliance with
Hiramatsu Inc.
Concluding a capital and business alliance agreement
with Hiramatsu Inc. in November 2015, we are
working on the hotel business jointly and developing
small residential-type luxury hotels (auberge) with
10 to 20 rooms. At present, we are developing the
business in Kashikojima, Mie, Atami, Shizuoka and
Hakone, Kanagawa. The Hiramatsu Hotels & Resorts
Kashikojima, the first hotel, is to open on July 15,
2016. We are also considering development in other
areas.
Sold out at Wellith Tsudanuma, the first condominium in the “Tsunagu
TOWN Project”
As the “Tsunagu TOWN Project”, we are developing a condominium while developing serviced housing
for seniors on an adjacent lot, with the creation of a permanent residence for multiple generations as the
theme.
We will propose a new form of permanent residences for multiple generations, leveraging the strong
expertise we have been cultivating and the comprehensive strength of the NTT Group.
At Wellith Tsudanuma, the first condominium in the “Tsunagu TOWN Project”, all condominium units
were sold out for the sales period of five months in May 2015, and Wellith Olive Tsudanuma, an adjacent
serviced housing for seniors, opened in March 2016.
Currently we are promoting the “Tsunagu TOWN Project” in Nerima-ku, Tokyo and Machida, Tokyo.
Image of the project in Atami
Wellith Olive Tsudanuma
Left: Exterior view Under: Tsunagu cafe
59
Development of global business
After acquiring our first property overseas in London, the United Kingdom in 2009, we have been actively
developing our overseas business in the United Kingdom and the United States, among other countries.
We will continue to work on diversifying our portfolio and increasing income by acquiring office
buildings and enhancing the value of office buildings through their renewal and other means. We will also
continue seeking to create business opportunities in Southeast Asian countries where future growth looks
promising.
In our 31st fiscal year, we acquired three properties in Boston, the United States, and a property in
Washington D.C., the U.S. capital.
Two Oliver Street
(Boston)
Acquired on July, 2015
575 Lexington Avenue
(New York)
Joined to business on August, 2015
1015 18th Street
(Washington D.C.)
Acquired on December, 2015
60
Major financial indicators (Consolidated)
Section 28th term
(FY2012)
29th term
(FY2013)
30th term
(FY2014)
31st term (term
under review)
(FY2015)
Return on assets (ROA) (%) 3.1 3.4 2.6 3.9
Return on equity (ROE) (%) 7.1 6.3 8.4 8.2
Full-year dividend per share(yen) 16.00 16.00 16.00 (Note 2)
17.00
Dividend payout ratio (%) 43.6 46.4 32.4 (Note 2)
33.8
Net interest-bearing debt /
EBITDA (X) 9.6 8.9 10.9 8.6
Net D/E ratio (X) 2.30 2.14 2.15 2.10
(Note1) On October 1, 2013, we conducted a 100-for-1 common stock split and have calculated the annual dividend per share as if the stock split
had been conducted at the beginning of the 28th term (FY2012).
(Note2) The full-year dividend per share and dividend payout ratio for the 31st term (term under review / FY2015) are stated on the assumption
that First Item (Distribution of Surplus as Dividends) of the ordinary general meeting of shareholder is approved. We have already
distributed a dividend per share of 8 yen of which the record date is September 30, 2015.
・Return on assets (ROA) = (Operating income + Equity in earnings of affiliates + Amortization of negative goodwill) / { (Total assets at the
beginning of the fiscal year under review + Total assets at the end of the fiscal year under review) / 2 } ×100
・Return on equity (ROE) = Profit attributable to owners of parent / { (Shareholders' equity at the beginning of the fiscal year under review +
Shareholders' equity at the end of the fiscal year under review) / 2 } ×100
・Dividend payout ratio = Full-year dividend per share / Net income per share
・Net interest-bearing debt = Interest-bearing debt - Cash and deposits - Short-term (less than 3 months) investments included in other current
assets
・EBITDA = Operating income + Depreciation and amortization
・Net D/E ratio = Net interest-bearing debt / Net assets
61
Corporate Slogan
Corporate Philosophy(UD-Statement)
We will contribute to sustainable urban development through our real estate services. What we value most
is seeing the satisfaction of our customers and members of the wider public, and bringing smiles to their
faces.
For this, we will pay close attention to the changing needs of our customers and society, and thoroughly
understand our customers’ perspectives.
We make it a promise to continue our challenge of generating innovative services, where all of our
management and employees will act with integrity and without fearing failure.
This challenge is fueled by a corporate culture conducive to all of our management and employees freely
and proactively voicing opinions, where all of us may respect and value one another, and go about our
jobs with a smile.
The cover is photographed by Forward Stroke.
NTT Urban Development Corporation
Akihabara UDX, 14-1, Sotokanda 4-chome, Chiyoda-ku, Tokyo 101-0021
http://www.nttud.co.jp/english/