Japanese GAAP” Are to Generally Accepted Accounting Principles in Japan
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Presentation of Financial and Other Information In this document: • References to “Japanese GAAP” are to generally accepted accounting principles in Japan. References to “U.S. GAAP” are to generally accepted accounting principles in the United States of America. References to “IFRS” are to the International Financial Reporting Standards. • There are no historical financial statements included in this document. All information presented in this document is unaudited. • References to “yen” and “¥” refer to the lawful currency of Japan and references to “dollars”, “U.S.$” and “$” are to the lawful currency of the United States of America. • We have rounded down certain financial and operational data amounts to the relevant digit, unless otherwise indicated. Therefore, figures in tables may not add up to totals. • Our fiscal periods cover every six months through the end of May and November of each year, except that our first fiscal period will be the period from November 7, 2012, the date of our incorporation, to May 31, 2013. • References to “we”, “our”, “us”, and similar references are to Nippon Prologis REIT, Inc. References to the “Asset Manager” are to Prologis REIT Management K.K. References to “Prologis Japan” are to ProLogis K.K., and references to the “Prologis Group” are to Prologis, Inc. and its group companies, including Prologis Japan, a Japanese subsidiary, as well as certain investment vehicles in which Prologis, Inc. or its other group companies have a minority interest. References to “Prologis Property Japan” are to Prologis Property Japan, Inc., Japan Branch, and references to “Prologis Property Japan SPC” are to Prologis Property Japan Special Purpose Company, each of which is an indirect subsidiary of Prologis, Inc. • References to the “Tokyo Stock Exchange” are to Tokyo Stock Exchange, Inc. • References to “tsubo” are to the Japanese unit of area measurement equal to the size of two standard tatami mats, or approximately 3.3058 m2 (35.58 ft2). • References to “tons” are to the metric unit of weight measurement equal to 1,000 kilograms. • References to the “ITA” are to the Act on Investment Trusts and Investment Corporations of Japan and the regulations thereunder. • References to “J-REIT” or “J-REITs” are generally to Japanese investment corporations (to¯shi ho¯jin) incorporated pursuant to the ITA that invest primarily in real estate or certain real-estate related assets. • References to “Class-A logistics facilities” are to our target logistics properties that meet the demands of logistics companies and other end-users with respect to operational efficiency and fulfill certain criteria with respect to size, location, state-of-the-art equipment, convenience and safety. In particular, a Class-A logistics facility must have all of the following features: a gross floor area of approximately 16,500 square meters (approximately 177,600 square feet) or more; a location in close proximity to population clusters, transportation hubs including expressway interchanges or major airports or seaports; a large warehouse floor space exceeding approximately 5,000 square meters (approximately 53,820 square feet) on a single floor, with a floor weight capacity of at least approximately 1.5 ton/square meter, an effective ceiling height of at least 1 approximately 5.5 meters and a span between columns of at least approximately 10 meters; spiral ramps or slopes that allow trucks direct access to upper floor warehouse space or sufficiently capable vertical conveyors; and structural and facility safety features such as seismic isolation and earthquake-proofing that can withstand natural disasters. See “Class-A Logistics Facilities”. • References to “multi-tenant logistics facilities” are to logistics facilities that offer critical design and functional features standard to Class-A logistics facilities and are capable of serving multiple customers and industries. References to “build-to-suit logistics facilities” are to Class-A logistics facilities that are developed to meet a customer’s specific requirements, while maintaining the flexibility to lease the space to future tenants or convert to a multi-tenant facility. • References to “3PL” are to third-party logistics. • References to the “greater Tokyo area” are to Tokyo, Chiba, Saitama and Kanagawa prefectures. References to the “greater Osaka area” are to Osaka and Hyogo prefectures. • References to the “Kanto area” are to Tokyo, Kanagawa, Chiba, Saitama, Ibaraki, Tochigi and Gunma prefectures. References to the “Kansai area” are to Osaka, Hyogo, Kyoto, Nara, Wakayama, Shiga and Mie prefectures. References to the “Chubu area” are to Aichi, Shizuoka, Niigata, Toyama, Ishikawa, Fukui, Yamanashi, Nagano and Gifu prefectures. References to the “Tohoku area” are to Aomori, Iwate, Miyagi, Akita, Yamagata and Fukushima prefectures. References to the “Kyushu area” are to Fukuoka, Saga, Nagasaki, Kumamoto, Oita, Miyazaki and Kagoshima prefectures. • References to “global markets” are to areas of Japan vital to international trade and logistics, specifically, the Kanto and Kansai areas, and references to “regional markets” are to areas of Japan vital to domestic trade and logistics, specifically the Chubu, Tohoku and Kyushu areas. • References to “LTV ratio” are to the loan-to-value ratio, or the ratio of aggregate principal amount of interest-bearing debt, including borrowed amounts and outstanding balances of long-term and short-term investment corporation bonds to the total assets of our portfolio. • References to “surplus cash distributions” are to distributions in excess of retained earnings. • References to “distribution LTV”, which is one of the factors we expect to analyze before making any surplus cash distributions, are to the loan-to-value ratio calculated pursuant to the following formula. Distribution LTV (%) = A/B x 100 A = interest-bearing debt (including investment corporation bonds) at the end of the fiscal period + balance of tenant leasehold deposits released at the end of the fiscal period. B = total appraised real estate value at the end of the fiscal period + the amount of cash deposits at the end of the fiscal period – the total amount of distributions (including surplus cash distributions). Forward-looking Statements This document includes forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “plan”, “potential”, “predict”, “seek”, “should”, “will”, by the negative of these terms or by other similar terminology. These statements discuss expectations, identify strategies, contain projections of our financial condition or results of operations or state other forward-looking information. In particular, this document contains our forecasts for our revenues, net income and the distributions to be made on our units in “Forecasts for the Fiscal Periods Ending May 31, 2013 and November 30, 2013”, all of which are highly speculative. The forward-looking statements in this document are subject to various risks, uncertainties and assumptions about our business. Potential risks and uncertainties that could cause our actual results to differ materially from our expectations include, without limitation: • our lack of operating history; • the Asset Manager’s limited experience in operating a J-REIT; 2 • lack of full financial statements for any of the 12 properties in our anticipated initial portfolio; • our ability to make surplus cash distributions; • adverse conditions in the Japanese economy; • our ability to close all or any of our anticipated acquisitions of properties; • our ability to complete the expected debt financing; • our ability to acquire properties to execute our growth and investment strategy; • the past experience of the Prologis Group in the Japanese real estate market being no indicator or guarantee of our future results; • our reliance on the Prologis Group; • potential conflicts of interest between us and the Prologis Group, including the Asset Manager; • competition in seeking tenants; • any natural or man-made disaster; • our concentration of properties in the Kanto area and the Kansai area; • our strategy of investing in Class-A logistics facilities, which may subject us to risks uncommon to other J-REITs that invest primarily in a broader range of real estate or real estate-related assets; • our ability to find replacement tenants for our properties that are customized for specific use; • unique risks associated with reclaimed land, on which certain properties in our anticipated initial portfolio are located; • illiquidity in the real estate market; • our ability to obtain financing for future acquisitions; • liquidity and other limitations on our activities under debt financing arrangements; • increased expenses due to increases in prevailing market interest rates; • decreases in rental revenues due to lease terminations, decreases in lease renewals or defaults; • our reliance on appraisals and other expert reports, which are subject to significant uncertainties; • the performance of the Asset Manager and any key third-party service providers to which we are required to assign our business, administrative and management functions; • tight supervision by the regulatory authorities; and • our failure to satisfy a complex series of requirements pursuant to Japanese and U.S. tax regulations. In addition to the foregoing, important risks and factors that could cause our actual results to differ materially from our expectations