December 14, 2012

Summary of Earnings Results for theThirteenth Fiscal Period(From May 1, 2012 to October 31, 2012)
Top REIT, Inc. (listed on the Tokyo Stock Exchange with securities code 8982) hereby announces its earnings
results for the fiscal period ended October 31, 2012 (thirteenth fiscal period).

1. Earnings Results for the Thirteenth Fiscal Period
Thirteenth Fiscal Period:
Twelfth Fiscal Period:

From May 1, 2012 to October 31, 2012
From November 1, 2011 to April 30, 2012

(1) Business Results
Thirteenth
Fiscal Period
TwelfthFiscal Period

Thirteenth
Fiscal Period
TwelfthFiscal Period

Operating
Revenue

Period-on-Period
ChangeOperating
IncomePeriod-on-Period
ChangeOrdinary
IncomePeriod-on-Period
Change¥5,636mn(1.0%)¥2,697mn(2.7%)¥2,002mn(1.3%)¥5,693mn(2.1%)¥2,772mn(0.3%)¥2,029mn

2.1%

Net
IncomePeriod-on-Period
ChangeNet
Incomeper Unit¥2,001mn

0.1%¥12,912

2.4%

1.1%

35.5%

¥1,999mn

0.7%¥12,899

2.4%

1.1%

35.6%

Ratio ofRatio ofRatio ofNet Income to
Ordinary Income to Ordinary Income toUnitholders’
Total Assets
Operating Revenue
Equity(Note) Net income per unit is rounded to the nearest yen.

(2) Dividends
Dividend
per Unit

Total Amount of
Dividends(excluding dividend inexcess of earnings)

Thirteenth
Fiscal Period
TwelfthFiscal Period

Dividend in
Excess ofEarnings
per Unit

Total Amount of
Dividends in
Excess ofEarnings

Dividend
Payout Ratio

Ratio of
Dividends to
Net Assets¥12,912¥2,001mn¥0¥–mn

100.0%

2.4%¥12,577¥1,949mn

¥0

¥–mn

97.5%

2.3%

(Note) As a part of unappropriated retained earnings had been allocated as internal reserve (¥49 million) for the twelfth fiscal period, total amount ofdividends was not equal with the amount of net income.

(3) Financial Position

Thirteenth
Fiscal Period
TwelfthFiscal Period

Total Assets

Net Assets

Ratio of
Unitholders’ Equity to
Total Assets

Net Assets per Unit

¥188,440mn¥84,304mn

44.7%¥543,900¥188,407mn¥84,259mn

44.7%¥543,610(Note) Net assets per unit is rounded to the nearest yen.

1(4) Cash Flows

Thirteenth
Fiscal Period
TwelfthFiscal Period

Net Cash
Provided by (Used in)Operating Activities

Net Cash
Provided by (Used in)Investing Activities

Net Cash
Provided by (Used in)
Financing Activities

Cash and
Cash Equivalents
at End of Period¥3,187mn(¥293mn)(¥2,016mn)¥6,845mn¥3,521mn(¥8,418mn)¥947mn¥5,968mn

2. Forecast of Earnings Results for the Fourteenth Fiscal Period
Fourteenth Fiscal Period: From November 1, 2012 to April 30, 2013

Fourteenth
Fiscal Period

Fourteenth
Fiscal Period

Operating
Revenue¥5,828mn(Note1)

Period-on-Period
ChangeOperating
IncomePeriod-on-Period
ChangeOrdinary
IncomePeriod-on-Period
Change3.4%¥2,407mn(10.7%)¥1,783mn(10.9%)Net
IncomePeriod-on-Period
Change(excluding dividend in excess of earnings)

Dividend in Excess of Earnings
per Unit¥1,782mn(10.9%)¥11,500¥0

Dividend per Unit

(Reference) Estimated net income per unit for the fourteenth fiscal period: ¥11,500(Note1) It is assumed that the amount of ¥451 million will be accrued in the fourteenth fiscal period as income equivalent to expenses for restoring theproperty to its original state in accordance with the relocation of a major tenant from Harumi Island Triton Square Office Tower Y.

3. Others(1) Changes in Accounting Policies, Changes in Accounting Estimates and Restatements of Revisions
a. Changes in accounting policies due to amended accounting standards: No
b. Changes in accounting policies due to other factors from a. above:Noc. Changes in accounting estimates:
Nod. Restatements of revisions:No(2) Number of Investment Units Issued and Outstanding
a. Number of investment units (including own investment units) issued and outstanding at end of fiscal period
Thirteenth Fiscal Period:
155,000 units
Twelfth Fiscal Period:
155,000 units
b. Number of own investment units issued and outstanding at end of fiscal period
Thirteenth Fiscal Period:
0 units
Twelfth Fiscal Period:
0 units*Statement on Implementation Status of Audit Procedure
This Summary of Earnings Results (“Kessan Tanshin” in Japanese) report is outside the scope of theauditing procedure under the Financial Instruments and Exchange Law. As of the publication of thisreport, no auditing procedure under the Financial Instruments and Exchange Law has been completed forthe earnings results.
*Explanation on the Appropriate Use of Earnings Results Forecasts, and Other Matters of Special Note
The earnings results forecasts and other forward-looking statements contained in this document are
based on information currently available to and certain assumptions deemed reasonable by Top REIT.
Accordingly, the actual results may differ materially due to a variety of factors. Moreover, the forecasts
should not be construed as a guarantee of the dividend amount.
This summary of earnings results is translated from the Japanese “Kessan Tanshin” report, dated December 14,
2012, which is prepared in accordance with generally accepted accounting principles in Japan and Japanese law.
Unless otherwise stated, fractions less than the specified unit are rounded down to the nearest specified
unit for monetary amounts and rounded to the nearest specified unit for percentage figures.
24. Asset Management Performance
A. Brief Background of Top REIT
Top REIT, Inc. (Top REIT) was founded on November 2, 2005 based on the Act on Investment Trusts andInvestment Corporations (Act No. 198 of 1951, as amended) with Top REIT Asset Management Co., Ltd.
(Asset Manager) as the incorporator, and listed on the Real Estate Investment Trust Section of the Tokyo
Stock Exchange (TSE) (Securities Code: 8982) on March 1, 2006 with the number of investment units issued
and outstanding totaling 145,500 units. Later, Top REIT issued additional investment units (9,500 units)
through a third-party allotment on March 23, 2006. As of the end of the thirteenth fiscal period (October 31,2012), the total number of investment units issued and outstanding stands at 155,000 units.
Top REIT works to conduct management with the aim of maximizing the investment value for its unitholders
by securing stable revenues over the medium to long term and achieving steady growth of its portfolio. To doso, Top REIT focuses on the two strategies of “skilled management of a diversified portfolio” and “optimal
application of the sponsors’ strengths.” As of the end of the thirteenth fiscal period, its portfolio consists of
18 properties with a total acquisition value of ¥184,345 million.
B. Investment Environment and Management Performance<Investment Environment>(a) Economy in General
The Japanese economy generally continued to be weak during the fiscal period due to the following
factors. Domestic demand maintained underlying strength with public investment and housing
investment on a recovery trend due to expansion of post-quake reconstruction demand. Meanwhile,
steady personal consumption was settling down because of the end of eco-car subsidies and other factors,
and exports and production moved downward due to concerns over the European debt problem andslowdown in the U.S. and Chinese economies, as well as the prolonged appreciation of the yen associatedwith these, and other factors.
The prospects of the Japanese economy are expected to gradually recover with the continued steadydomestic reconstruction demand, as well as overseas economic recovery and easing of the pressures on
the appreciation of the yen. However, recovery of the Japanese economy is likely to remain unpredictablewith downward swing risks due to the still high uncertainty over the European debt problem, further
downward swings in the global economy, fluctuations in the financial and capital markets, as well as
future trends in Japan-China relations.
(b) Real Estate Leasing Market[Office Buildings]
With respect to the office building leasing market in central Tokyo, the vacancy rate was hovering at ahigh level with the demand for quality large-scale newly built buildings expanding due to undervalued
rent levels, and their being equipped with high earthquake resistance performance, emergency powersystems and such, as well as relocation movements of tenants was appearing among office buildings due
to cost reductions at tenant firms and consolidation as a result of corporate reorganization, etc. However,the large volume supply of newly built office buildings in the first half of this year caused an imbalancein the supply-demand and an after-relocation vacancy problem. Going forward, the vacancy rate has been
showing signs of gradual improvement due to the decrease in the supply of new office buildings in theyear from the second half of this year, but full-fledged recovery is expected to require a little more time.
Recovery in the rent level, which is said to recover as the vacancy rate improves, will likely require asubstantial amount of time due in part to the uncertainty in the outlook of corporate earnings, as thebottoming out of rent levels will not be confirmed until recovery of corporate earnings.

3

[Retail Properties]
According to the Ministry of Economy, Trade and Industry’s Current Survey of Commerce, despite atemporary drop immediately after the earthquake in 2011, overall retail store sales headed for a gradual
recovery. Personal consumption remained steady, backed not only by the recovery in sales of necessities
due to post-earthquake demand, but also the steady consumption of elderly households. However,heightened economic uncertainty caused the current state to show a downturn in consumer confidence.
On the other hand, major retailers also focused on selling private brands, along with striving to improvebusiness profitability by pursuing the closure of unprofitable stores and cost reductions.
[Residential Properties]
With respect to the residential property leasing market in central Tokyo and Tokyo Metropolitan Area,
the number of households continued to increase due to the population influx from other areas andincrease of one-person and married-couple households, demand for rental residential properties is
expected to remain stable for the time being. Meanwhile, on the supply side, since the number of housing
starts has remained at a low level, the supply-demand conditions are expected to continue to be relatively
favorable. In addition, while residential properties such as those primarily comprised of highlyconvenient studio units maintain a relatively steady occupancy rate and stable rent level, rent leveladjustment continues to be underway in residential properties for foreigners and other high-rent
properties.
(c) Real Estate Transaction Market
Backed by the stable lending attitude of financial institutions, along with fund inflow to the J-REIT market
continuing with the recovery of the TSE REIT Index, the favorable financing environment continues.
Under such circumstances, the capital increase through public offering and new listings of J-REITs are on
the rise, resulting in an increase in the real estate transaction amount. However, buyers continue tomaintain harsh price perspectives reflecting the current status of the real estate leasing market, whilesellers continue to hold a bullish position in light of expectations of an economic and real estate market
conditions recovery as well as the favorable financing environment. As a result, with the gap in the priceperspective between sellers and buyers not narrowing, the supply-demand situation of blue-chip properties,
etc. remains tight and the number of transactions continues to be limited.
<Asset Management Performance >(a) Acquisition and Disposition of Assets
Top REIT began the thirteenth fiscal period with 18 properties (total acquisition value: ¥184,345 million)
and, with an aim to acquire highly competitive and highly profitable properties, investigated possible
acquisition of properties based on property sale information collected and carefully selected with a focus
on excellent office buildings located in central Tokyo and residential properties located in central Tokyoand Tokyo metropolitan area through not only the “optimal application of sponsors’ strengths,” but alsoutilizing established information channels, but none led to a decision to acquire properties. Thus, thenumber of properties owned by Top REIT remained unchanged from the twelfth fiscal period at 18
properties (total acquisition value: ¥184,345 million) as of the end of the thirteenth fiscal period.
(b) Management and Maintenance of Portfolio Assets
The basic asset management strategy of Top REIT centers on sustaining and increasing revenue over the
medium to long term by maintaining and improving tenant satisfaction (the “Tenants First” policy) andkeeping operational management costs at an appropriate level. Top REIT strived to improve tenantsatisfaction by sustaining relationships of trust with tenants and discerning tenant needs via property
management companies in order to maintain and improve high occupancy rates.
In the thirteenth fiscal period, successful solicitation of successor tenants to Akasaka Oji Building has
solidified the prospects of its leasable office space being fully occupied, except for a part of theunderground storage. In addition, Top REIT managed to maintain a high occupancy rate throughout theperiod for residential properties, with the average occupancy rate during the thirteenth fiscal period at
95.6%. As a result of such undertakings, the occupancy rate of Top REIT’s entire portfolio recovered from4the 98.5% at the end of the twelfth fiscal period to 99.2%. Furthermore, as lease agreement termination
notices with termination dates of January 31, February 28 and March 31 of 2013 were received from
Sumitomo Metal Industries, Ltd. (currently Nippon Steel & Sumitomo Metal Corporation), a tenant ofHarumi Island Triton Square Office Tower Y, on July 23 and September 28, 2012, Top REIT is currently
focusing on successor tenant solicitation and leasing activities.
Regarding maintenance, Top REIT followed up on ensuring that it had an appropriate grasp of theoperational management conditions and steady implementation of asset management plans for each
property. Top REIT also carried out renewal construction and repair work that contribute to enhancing thecompetitiveness of properties and maintaining and improving the functionality of properties based on asset
management plans, took steps to keep relevant costs at an appropriate level, and conducted efficientmanagement of resources.
C. Procurement of Funds
Top REIT procures funds by adopting a financial policy that is based on stable financial management. In
the thirteenth fiscal period, ¥17,500 million in borrowings was due for repayment on June 29, 2012, andTop REIT refinanced with long-term loans (repayment date: June 30, 2017) on the same date in order toextend the remaining period of interest-bearing liabilities, and fixed the interest rate for ¥8,500 million of the¥17,500 million through an interest rate swap transaction. Top REIT also repaid ¥67 million of the long-termloans payable as agreed using cash on hand on June 29, 2012.
As a result, at the end of the thirteenth fiscal period, the total amount of interest-bearing liabilities stands at¥96,902 million (¥88,402 million in long-term loans (including the current portion) and ¥8,500 million in
investment corporation bonds), and the ratio of interest-bearing liabilities to total assets is 51.4%. Moreover,
the ratio of long-term interest-bearing liabilities (including the current portion) is 100%, while interestbearing liabilities with fixed interest rates account for 50.9%.
Furthermore, ¥9,800 million in long-term loans payable due for repayment on November 30, 2012 wasrefinanced with ¥7,000 million in long-term loans payable (loan period: 2 years and 10 months, repayment
date: September 30, 2015) and ¥2,800 million in short-term loans payable (loan period: 4 months,
repayment date: March 27, 2013) on the same date. This changed the ratio of long-term interest-bearing
liabilities to 97.1%.
The credit ratings of Top REIT as of October 31, 2012 are as follows:
Credit Rating Agency
Moody’s Japan K.K.
(Moody’s)
Rating and Investment Information, Inc.
(R&I)

Rating [Outlook]
Issuer rating: Baa1 [Negative]
Senior unsecured long-term rating (No. 1 Unsecured
Investment Corporation Bonds): Baa1 [Negative]
Issuer rating: A+ [Stable]
Unsecured investment corporation bond rating (No. 1
Unsecured Investment Corporation Bonds): A+

Note: Rating and Investment Information, Inc. downgraded the issuer rating and the Unsecured investment
corporation bond rating (No 1 Unsecured Investment Corporation Bonds) of Top REIT to A+ [rating outlook:
Stable] as of October 10, 2012.

Moreover, Top REIT conducted shelf registration for investment corporation bonds, as indicated below, inorder to secure flexible procurement of long-term funds.
[Overview of Shelf Registration]
Object of Shelf Registration
Investment corporation bonds(excluding short-term corporation bonds)

Amount to be Issued

Scheduled Period of Issue¥100,000 million

From May 20, 2012 to May 19, 20145

D. Business Results and Dividends
As a result of the asset management and operations described above, Top REIT recorded asset management
performance during the thirteenth fiscal period of ¥5,636 million in operating revenue, ¥2,697 million in
operating income and ¥2,002 million in ordinary income after deducting expenses concerning borrowings,
etc., and net income was ¥2,001 million.
As for dividends, with the aim of having an amount equivalent to profit dividends deducted as expenses
based on the application of the special provision on taxation of investment corporations (Article 67-15 of the
Act on Special Measures Concerning Taxation [Act No. 26 of 1957, as amended; hereinafter, the “Special
Taxation Measures Act”]), Top REIT decided that the entire amount of unappropriated retained earnings ofthe thirteenth fiscal period, excluding fractions of the dividend per investment unit that are less than ¥1,
would be paid out. Consequently, Top REIT declared a dividend per investment unit of ¥12,912.
E. Change of Shareholder of the Asset Manager
All shares of the Asset Manager held by Nippon Steel City Produce, Inc. (currently Nippon Steel Kowa Real
Estate Co., Ltd.) were transferred to Sumitomo Mitsui Trust Bank, Limited (“Sumitomo Mitsui Trust Bank”)
as of September 28, 2012.
Nippon Steel Kowa Real Estate Co., Ltd. will no longer be a shareholder of the Asset Manager, sponsor of
Top REIT nor a pipeline support company due to this change in shareholder position.

5. Management Policy and Future Issues(a) Management Strategy for Existing Properties
Top REIT will continue to follow its basic asset management strategy that centers on sustaining andincreasing revenue over the medium to long term by maintaining and improving tenant satisfaction (the“Tenants First” policy) and keeping operational management costs at an appropriate level. Under thisstrategy, Top REIT will focus on sustaining relationships of trust with tenants, leasing vacant spaces andsuch, as well as striving to maintain stable occupancy rates over the medium to long term.
Positioning the successor tenant solicitation activities associated with the tenant exit at Harumi Island
Triton Square Office Tower Y as a top priority issue, Top REIT will focus on solicitation activities inorder to solidify the prospects of a successor tenant as early as possible by selecting from broad-ranging
and highly-potential candidates while continuing to approach candidates that are currently considering
tenancy.
Furthermore, Top REIT will also work to ensure an appropriate perception of the operational management
conditions for each property while steadily implementing such measures as to sustain and improve
revenues and keep operational management costs at an appropriate level. In addition, Top REIT will carryout systematic repair work and such to enhance the competitiveness of properties and to maintain andimprove the functionality of properties, in an aim to secure stable revenues over the medium to long term.
(b) Investment Strategy for New Properties
Top REIT aims to increase its dividends over the medium to long term by realizing external growththrough acquisitions of new properties. Along with continuing to further utilize pipeline support functions
from sponsor companies and utilizing various cultivated information channels, Top REIT will collectinformation on new properties from a wide range of sources. Based on this information, Top REIT willconsider investment targets centering on highly competitive office buildings in central Tokyo including
residential properties that are expected to have stable occupancy. By doing so, Top REIT aims to expand
the portfolio size while improving its quality.
6

Furthermore, Top REIT makes it a management policy to keep the ratio of the investment amount perproperty at less than 20% of the entire portfolio as a target over the medium to long term. For reference,
the acquisition value of the NEC Head Office Building accounts for 22.8% of the total acquisition value of
Top REIT’s properties as of the end of the thirteenth fiscal period. Going forward, Top REIT will work to
reduce the risk of concentration on specific properties by steadily advancing further external growth.
(c) Financial Strategy
Top REIT will continue to implement diversified and flexible fund procurement operations in preparation
for acquisition of new properties and refinancing of existing loans, etc. While securing mobility andflexibility in fund procurement, Top REIT will work to reduce the risk involved in fund procurement byextending borrowing periods and spreading out the repayment dates. At the same time, Top REIT will
manage the risk of interest rate fluctuations by taking into account the balance of borrowings at floating
and fixed interest rates, as it discerns the interest rate trends. Moreover, financial soundness will bemaintained by keeping the leverage at an appropriate level.
(d) Compliance and Risk Management, etc.
In addition to the supervision of the Executive Officer by Supervisory Directors at the Board of Directors
meetings and other occasions, Top REIT will continue its direction and supervision on the Asset Manager
that it can conduct management operations with full care given to market risks, including rent decreases,
and credit risks as well as with a focus on the protection of unitholders’ interests in conducting
transactions with interested parties and on other compliance issues.

6. Significant Subsequent Events
There are none applicable.

7. Outlook for the Fourteenth and Fifteenth Fiscal Periods
The earnings results forecasts for the fourteenth fiscal period (from November 1, 2012 to April 30, 2013)
and the fifteenth fiscal period (from May 1, 2013 to October 31, 2013) are as follows:
Furthermore, the following are expected as the main factors of decrease from the earning results of thethirteenth fiscal period.
(Decrease in operating income)① The decrease in operating income is attributable to lease agreement termination notices with January 31,
February 28 and March 31 of 2013 as termination dates being received from Sumitomo Metal Industries,
Ltd. (currently Nippon Steel & Sumitomo Metal Corporation), a major tenant of Harumi Island Triton
Square Office Tower Y, and vacancies being assumed for after the termination dates.
② Tenants reaching their rent revision period in the fourteenth fiscal period account for 24.2% (Note 2),
the main properties being Harumi Island Triton Square Office Tower Y in part and Z, as well as Kanda
Nishiki-cho 3-chome Building. In addition, tenants reaching their rent revision period in the fifteenthfiscal period account for 9.7% (Note 2), the main property being Sagamihara Shopping Center. The
decrease in operating income is attributable to taking into consideration current real estate leasing
market conditions and also taking into account factors that may cause fluctuations in such aspects asrisks of reductions in revenue due to decreased amounts of rent of tenants.

7

Fiscal Period

Fourteenth Fiscal Period

Fifteenth Fiscal Period[period of asset management][ 181 days][ 184 days]

Operating Revenue¥5,828mn (Note3)¥4,935mn

Operating Income¥2,407mn¥1,990mn

Ordinary Income¥1,783mn¥1,394mn

Net Income¥1,782mn¥1,422mn

Dividend per Unit
(excluding dividend in excess of earnings)¥11,500¥9,500 (Note 4)

Dividend in Excess of Earnings per Unit

¥0¥0

(Note 1) The earnings results forecasts represented above are the current estimated figures calculated based on
certain assumptions. Accordingly, the actual operating revenue, operating income, ordinary income,net income, dividend per unit and dividend in excess of earnings per unit may vary due to changes in
the circumstances. Moreover, the forecasts should not be construed as a guarantee of the dividend
amount.
(Note 2) The ratio of tenants reaching their rent revision period is the monthly rent (including common service
fees) before rent revision of tenants reaching their rent revision period in the respective fiscal period
expressed as a percentage of the monthly rent (including common service fees) received from all
tenants in October 2012, and is rounded to the first decimal place.
(Note 3) It is assumed that the ¥451 million as income equivalent to expenses for restoring the property to its
original state in accordance with the relocation of a major tenant from Harumi Island Triton Square
Office Tower Y will be recorded as operating income, and the same amount will be recorded as
operating expenses(Note 4) For the dividend per unit of the fifteenth fiscal period, it is assumed that Top REIT will reverse the allof the reserve for reduction entry of ¥49 million. In addition, the deferred tax liability will decrease intandem with the amount allocated for dividends from the reversal of the reserve for reduction entry; theapplicable amount of decrease will be a contributing factor to a rise in net income (income taxes
deferred).

8Preconditions for Forecast of Earnings Results for the Fourteenth Fiscal Period (from November 1, 2012
to April 30, 2013) and the Fifteenth Fiscal Period (from May 1, 2013 to October 31, 2013)
Item
Preconditions and Assumptions
Management
 Fourteenth fiscal period: November 1, 2012 – April 30, 2013 (181 days)
Period Fifteenth fiscal period: May 1, 2013 – October 31, 2013 (184 days) The forecast is based on 18 properties Top REIT owns as of December 14, 2012. The actualPortfolio Assets
circumstances may change depending on the acquisition or disposal of other properties.
Number of The number of investment units issued and outstanding is based on the number as ofInvestment
October 31, 2012, which is 155,000 units, and assumes that no issuance of new investment
Units Issued andunits will be made through October 31, 2013.
Outstanding It is assumed that the total amount of interest-bearing liabilities is ¥96,902 million, which isthe amount as of October 31, 2012.
 For the fourteenth fiscal period, the ¥9,800 million loan payable due for repayment on
November 30, 2012 was fully refinanced on the same date, of the ¥9,300 million long-termloan payable due for repayment on March 27, 2013, and the ¥2,800 million short-term loan
Interest-Bearing
payable, totaling ¥12,100 million, it is assumed that a part of the principal (¥2,000 million) will
Liabilities
be repaid using cash on hand and ¥10,100 million will be refinanced. Moreover, it is assumed
that the ¥67 million in long-term loans payable will be repaid on December 28, 2012 asagreed upon.
 For the fifteenth fiscal period, it is assumed that the ¥67 million in long-term loans payable
will be repaid on June 28, 2013 as agreed upon.
 For real estate rent revenue related to existing properties, Top REIT takes into consideration
execution of new agreements, early termination of agreements, etc. that have been finalized
as of December 14, 2012, along with current real estate leasing market conditions, and also
takes into account factors that may cause fluctuations in such aspects as risks of reductions
in revenue due to decreased amounts of rent of tenants when they reach their rent revisionperiod hereafter.
Operating
Revenue For Harumi Island Triton Square Office Tower Y, it is assumed that the spaces subject tolease agreement termination and not executed newly lease agreement with successor tenants
finalized as of Dec. 14, 2012 will be vacant.
 It is assumed that the amount of ¥451 million will be accrued in the fourteenth fiscal period
as income equivalent to expenses for restoring the property to its original state in accordancewith the relocation of a major tenant from Harumi Island Triton Square Office Tower Y.
 Top REIT adopts a method of treating property, city planning and depreciable asset taxes,
etc. on real estate, etc. it owns, as expenses related to the rent business in the amountcorresponding to the management period out of the assessed and determined taxation
amount. In addition, as for the acquisition of real estate or beneficiary interests in trust inreal estate, the adjustments equivalent to property tax for the acquired fiscal year paid to thetransferor will be included in acquisition costs, and thus will not be recorded as expenses in
the corresponding period.
 It is assumed that the amount of property tax, etc. will be ¥564 million for the fourteenthfiscal period and ¥580 million for the fifteenth fiscal period.
 It is assumed that the depreciation and amortization will be ¥1,121 million for the fourteenth
Operatingfiscal period and ¥1,108 million for the fifteenth fiscal period.
Expenses
 Repair expenses for buildings, etc. may vary greatly from the forecasted amount due tovarious reasons. For example, emergency repair expenses may possibly arise due to
unexpected factors causing building damage, etc. Another reason is that repair expenses are
expenses that are not accrued periodically and, rather, the variation in the amount largely
depends on the fiscal period.
 It is assumed that the amount of ¥451 million will be accrued in the fourteenth fiscal period
as expenses for restoring the property to its original state in accordance with the relocationof a major tenant from Harumi Island Triton Square Office Tower Y.
 Management operation fees are assumed by reflecting historical data, among other factors.
9Non-Operating
ExpensesDividend per
Unit

Dividend in
Excess ofEarnings per
Unit
Other

 It is assumed that non-operating expenses for the fourteenth fiscal period will be ¥624
million, of which interest on loans and interest expenses on investment corporation bonds(including related expenses) will be ¥617 million.
 It is assumed that non-operating expenses for the fifteenth fiscal period will be ¥596
million, of which interest on loans and interest expenses on investment corporation bonds(including related expenses) will be ¥592 million.
 Dividends (dividend per unit) are calculated based on the dividend policy stipulated in Top
REIT’s Articles of Incorporation.
 It is assumed that, with regard to the ¥49 million reserved for reduction entry that wasinternally reserved in the twelfth fiscal period from gain on transfer of land for Nittetsu
Honmachi Building that was transferred as of November 25, 2011 by applying the Special
Measures in Case Land or Other Property is Acquired in Advance in 2009 or 2010 (asstipulated in the Special Taxation Measures Act, Article 66-2), Top REIT will reverse thetotal amount of internal reserves for the fifteenth fiscal period.
 Top REIT does not currently anticipate dividends in excess of earnings (dividend in excessof earnings per unit).
 It is assumed that there will be no changes in legislation, taxation, accounting standards,
Tokyo Stock Exchange’s listing regulations, rules and requirements imposed by The
Investment Trusts Association, Japan that would impact the aforementioned forecasts.
 It is assumed that there will be no unpredictable material changes in general economic
trends and real estate market conditions, etc.

10

8. Financial Statements(1) Balance Sheets(Unit: thousand yen)
Twelfth Fiscal Period(as of April 30, 2012)
AssetsCurrent assets
Cash and deposits
Cash and deposits in trust
Operating accounts receivable
Prepaid expenses
Deferred tax assets
Income taxes receivable
Consumption taxes receivable
Other
Total current assets
Noncurrent assets
Property, plant and equipment
Buildings
Accumulated depreciation
Buildings, net
Structures
Accumulated depreciation
Structures, net
Machinery and equipment
Accumulated depreciation
Machinery and equipment, net
Tools, furniture and fixtures
Accumulated depreciation
Tools, furniture and fixtures, net
Land
Buildings in trust
Accumulated depreciation
Buildings in trust, net
Structures in trust
Accumulated depreciation
Structures in trust, net
Machinery and equipment in trust
Accumulated depreciation
Machinery and equipment in trust, net
Tools, furniture and fixtures in trust
Accumulated depreciation
Tools, furniture and fixtures in trust, net
Land in trust
Total property, plant and equipment
Intangible assets
Other intangible assets in trust
Other
Total intangible assets
Investments and other assets
Lease and guarantee deposits
Long-term prepaid expenses
Other
Total investments and other assets
Total noncurrent assets
Deferred assets
Investment corporation bond issuance costs
Total deferred assets
Total assets

11

Thirteenth Fiscal Period(as of October 31, 2012)

1,669,299
4,299,045
30,250234,094
16
150
608
1,845
6,235,311

2,306,624
4,538,595
35,841
261,404
16
－
－
1,830
7,144,313

1,145,185(161,620)
983,564
4,452(2,867)
1,584
17,235(9,825)
7,410
2,522
(846)
1,676
4,888,525
61,867,568(11,762,594)
50,104,973
696,187(238,906)
457,281
232,455(92,043)
140,412
237,583(98,037)
139,546
124,678,411
181,403,387

1,148,529(177,991)
970,537
4,760(3,012)
1,748
17,235(10,398)
6,837
4,058
(1,028)3,029
4,888,525
61,987,617(12,813,533)
49,174,083
697,367(259,630)
437,737
237,480(105,241)132,238
246,048(111,964)
134,083
124,695,656
180,444,479

2,096
148
2,245

1,850
127
1,977

10,000537,134
184,406
731,541
182,137,174

10,000613,286
197,185
820,471
181,266,928

34,90834,908
188,407,394

29,39629,396
188,440,638

(Unit: thousand yen)
Twelfth Fiscal Period(as of April 30, 2012)

Thirteenth Fiscal Period(as of October 31, 2012)

Liabilities
Current liabilities
Operating accounts payable
Current portion of long-term loans payable
Accounts payable – otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Advances received
Other
Total current liabilities

80,127

225,91136,735,000
233,949
221,849566―
804,500
3,877

19,235,000
252,992
174,072688
102,725
945,950
2,785

38,225,655

20,794,342

8,500,000
51,735,000
144,487
5,513,903
28,827―65,922,219
104,147,874

8,500,000
69,167,500
125,901
5,512,599
25,243
10,525
83,341,769
104,136,112

Unitholders’ capital
Surplus
Voluntary retained earnings
Reserve for reduction entry
Total Voluntary retained earnings

82,260,100

82,260,100――

49,95849,958Unappropriated retained earnings (undisposed loss)
Total surplus
Total unitholders’ equity

1,999,419
1,999,419
84,259,519

2,001,377
2,051,336
84,311,436――(6,909)(6,909)84,259,519
188,407,394

84,304,526
188,440,638

Noncurrent liabilities
Investment corporation bondLong-term loans payable
Tenant leasehold and security deposits
Tenant leasehold and security deposits in trust
Deferred tax liabilities
Derivatives liabilities
Total noncurrent liabilities
Total liabilities
Net Assets
Unitholders’ equity

Valuation and translation adjustments
Deferred gains or losses on hedges
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

12(2) Statements of Income(Unit: thousand yen)
Twelfth Fiscal Period(November 1, 2011 –April 30, 2012)

Thirteenth Fiscal Period(May 1, 2012 –October 31, 2012)

Operating revenue
Rent revenue – real estate
Other lease business revenue
Gain on sales of real estate properties
Total operating revenue

5,420,035

5,605,257

17,26530,966

256,002－

5,693,303

5,636,223

2,383,013

2,384,258

Operating expenses
Expenses related to rent business
Asset management fee

409,169

430,000

Asset custody fee

8,348

8,464

Administrative service fees

63,19963,979Directors’ compensations

6,300

6,300

Audit fee

10,00010,000

Other operating expenses

41,222

36,1952,921,252

2,939,198

2,772,050

2,697,025

2,880

1,448

800

606

Insurance income－

774

Reversal of provision for loss on disaster

391

－

Other

119

198

4,192

3,027

Interest expenses

553,431503,691

Interest expense on investment corporation bonds

42,26742,827

Total operating expenses
Operating income
Non-operating income
Interest income
Reversal of dividends payable

Total non-operating income
Non-operating expenses

Amortization of investment corporation bond issuance costs
Borrowing related expenses
Other

5,511

5,511

140,627

141,551

5,262

4,171

747,101

697,753

Ordinary income

2,029,141

2,002,299

Income before income taxes

2,029,141

2,002,299

962

949

Total non-operating expenses

Income taxes – current
Income taxes – deferred

28,833(0)Total income taxes

29,795948

1,999,346

2,001,351

73

26

1,999,419

2,001,377

Net income
Retained earnings brought forward
Unappropriated retained earnings (undisposed loss)13

(3) Statements of Changes in Net Assets (Unitholders’ Equity)(Unit: thousand yen)

Twelfth Fiscal Period(November 1, 2011 –April 30, 2012)
Unitholders’ equity
Unitholders’ capital
Balance at the beginning of the period
Changes of items during the period
Total changes of items during the period
Balance at the end of current period
Surplus
Voluntary retained earnings
Reserve for reduction entry
Balance at the beginning of the period
Changes of items during the period
Provision of reserve for reduction entry
Total changes of items during the period
Balance at the end of current period
Total Voluntary retained earnings
Balance at the beginning of the period
Changes of items during the period
Provision of reserve for reduction entry
Total changes of items during the period
Balance at the end of current period
Unappropriated retained earnings (undisposed loss)
Balance at the beginning of the period
Changes of items during the period
Provision of reserve for reduction entry
Dividends from surplus
Net income
Total changes of items during the period
Balance at the end of current period
Total surplus
Balance at the beginning of the period
Changes of items during the period
Provision of reserve for reduction entry
Dividends from surplus
Net income
Total changes of items during the period
Balance at the end of current period
Total unitholders’ equity
Balance at the beginning of the period
Changes of items during the period
Dividends from surplus
Net income
Total changes of items during the period
Balance at the end of current period
Valuation and translation adjustments
Deferred gains or losses on hedges
Balance at the beginning of the period
Changes of items during the period
Changes of items other than unitholders’ equity (net)Total changes of items during the period

14

Thirteenth Fiscal Period(May 1, 2012 –October 31, 2012)

82,260,100

82,260,100－
82,260,100－
82,260,100

－

－

－
－
－

49,95849,95849,958

－

－

－
－
－

49,95849,95849,9581,985,468

1,999,419－(1,985,395)
1,999,346
13,951
1,999,419(49,958)(1,949,435)
2,001,351
1,957
2,001,377

1,985,468

1,999,419－(1,985,395)
1,999,346
13,951
1,999,419－(1,949,435)
2,001,351
51,916
2,051,336

84,245,568

84,259,519(1,985,395)
1,999,346
13,951
84,259,519(1,949,435)
2,001,351
51,91684,311,436

－

－

－
－

(6,909)(6,909)Balance at the end of current period
Total valuation and translation adjustments
Balance at the beginning of the period
Changes of items during the period
Changes of items other than unitholders’ equity (net)Total changes of items during the period
Balance at the end of current period
Total net assets
Balance at the beginning of the period
Changes of items during the period
Dividends from surplus
Net income
Changes of items other than unitholders’ equity (net)Total changes of items during the period
Balance at the end of current period(4)－(6,909)

－

－

－
－
－

(6,909)(6,909)(6,909)84,245,568

84,259,519(1,985,395)
1,999,346－
13,951
84,259,519(1,949,435)
2,001,351(6,909)45,00684,304,526

Statements of Cash Dividend Distributions
For the period
from November 1, 2011
to April 30, 2012

For the period
from May 1, 2012
to October 31, 2012

Amount(yen) (Note 1)

Amount(yen) (Note 2)

I. Unappropriated retained earnings

1,999,419,960

2,001,377,610

II. Total Amount of Dividends

1,949,435,000

2,001,360,000(12,577)(12,912)49,958,494
26,466－
17,610(Dividend per unit)
III. Voluntary retained earnings
Provision of reserve for reduction entry
IV. Retained earnings brought forward

Note 1: In accordance with the “cash distribution policy” stipulated in Article 34 of the Articles of Incorporation, the amounts ofdividends are limited to the amounts of income. The article also stipulates the policy that “Top REIT shall distribute amount inexcess of the amount equivalent to 90% of its distributable profits as stipulated in Article 67-15 of the Special Taxation
Measures Act.” Based on these policies, Top REIT decided on a total distribution of ¥1,949,435,000 as distribution of income
for the period. This is the maximum value arrived at when the number of units issued and outstanding (155,000 units) is
multiplied by an integer, within the limit of the balance of unappropriated retained earnings after deducting the reserve for
reduction entry, which was reserved pursuant to Article 66-2 of the Special Taxation Measures Act, for the fiscal period.
Furthermore, Top REIT does not make cash distributions in excess of the profit as stipulated in Article 34-2 of the Articles ofIncorporation.
Note 2:

In accordance with the “cash distribution policy” stipulated in Article 34 of the Articles of Incorporation, the amounts ofdividends are limited to the amounts of income. The article also stipulates the policy that “Top REIT shall distribute amount inexcess of the amount equivalent to 90% of its distributable profits as stipulated in Article 67-15 of the Special Taxation
Measures Act.” Based on these policies, Top REIT decided on a total distribution of 2,001,360,000 yen as distribution ofincome for the period. This is the maximum value arrived at when the number of units issued and outstanding (155,000 units)
is multiplied by an integer, within the limit of unappropriated retained earnings for the fiscal period.
Furthermore, Top REIT does not make cash distributions in excess of the profit as stipulated in Article 34-2 of the Articles ofIncorporation.

15

(5) Statements of Cash Flows(Unit: thousand yen)
Twelfth Fiscal Period(November 1, 2011 –April 30, 2012)
Net cash provided by (used in) operating activities
Income before income taxes
Depreciation and amortization
Amortization of right of trademark
Amortization of investment corporation bond issuance costs
Interest income and interest on securities
Interest expenses
Reversal of provision for loss on disaster
Decrease (increase) in operating accounts receivable
Decrease (increase) in consumption taxes receivable
Decrease (increase) in income taxes receivable
Decrease (increase) in prepaid expenses
Decrease due to sale of property plant and equipment in trust
Increase (decrease) in operating accounts payable
Increase (decrease) in accounts payable – other
Increase (decrease) in accrued consumption taxes
Increase (decrease) in advances received
Decrease (increase) in long-term prepaid expenses
Other, net
Subtotal

Thirteenth Fiscal Period(May 1, 2012 –October 31, 2012)

2,029,141
1,072,349
21
5,511(2,880)595,699(391)（2,975）
（608）
168
2,410
1,001,145
7,256（11,901）（63,072）（137,486）（233,072）（106,072）
4,155,244

2,002,299
1,116,306
21
5,511(1,448)546,518―（5,590）608
150（27,309）―(14,939)
14,526
102,725
141,449（76,152）（23,270）
3,781,407

2,880（635,382）
（355）
（908）
3,521,477

1,448（594,264）―（826）
3,187,764

Net cash provided by (used in) investing activities
Payments into time deposits
Proceeds from withdrawal of time deposits
Purchase of property, plant and equipment
Purchase of property, plant and equipment in trust
Repayments of tenant leasehold and security deposits
Proceeds from tenant leasehold and security deposits in trust
Repayments of tenant leasehold and security deposits in trust
Net cash provided by (used in) investing activities――（3,190）（8,586,136）―
468,502（297,240）（8,418,065）(70,500)
70,500（10,058）（264,006）(18,586)
66,667（67,971）（293,955）

Net cash provided by (used in) financing activities
Proceeds from long-term loans payable
Repayment of long-term loans payable
Dividends paid
Net cash provided by (used in) financing activities

22,040,000（19,107,500）（1,985,395）
947,105

17,500,000（17,567,500）（1,949,435）(2,016,935)

Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period（3,949,482）
9,917,828
5,968,345

876,874
5,968,345
6,845,219

Interest income received
Interest expenses paid
Payment for Loss on disaster
Income taxes paid
Net cash provided by (used in) operating activities

169. Portfolio Data
Asset
Class

Area

Property Name(million yen)(million yen)

NEC Head Office Building

41,95049,450

28.5

Harumi Island Triton Square OfficeTower Y

33,00032,100

18.5

Akasaka Oji Building

9,660

7,990

4.6

Kanda Park Plaza

5,156

4,900

2.8

Shiba-Koen Building

5,770

3,420

2.0

20,00014,3008.2

12,70014,1008.1

Shinkawa Chuo Building

5,610

5,790

3.3

Faret East Building

2,091

2,390

1.4

135,937

134,440

77.4

Sagamihara Shopping Center

12,00010,400

6.0

Ito-Yokado Higashi-Narashino Store

8,900

5,610

3.2

Musashiurawa Shopping Square

4,335

3,860

2.2

25,23519,870

11.4

Top Residence Nihonbashi
Kayabacho

2,400

2,580

1.5

Fukasawa House Towers H&I

10,6357,060

4.1

Ecology Toyosu Procentury

5,160

4,970

2.9

Impress Musashi-Koganei

1,223

1,270

0.7

Top Residence Yoga

1,165

1,160

0.7

Subtotal (5 properties)

20,583

17,040

9.8

Central Tokyo

2,590

2,450

1.4

2,590

2,450

1.4

184,345

173,800

100.0

Central Tokyo
OfficeBuilding

Harumi Island Triton Square OfficeTower Z
Kanda Nishiki-cho 3-chome
Building
Tokyo
Metropolitan
Area

Subtotal (9 properties)

RetailPropertyTokyo
Metropolitan
Area

Subtotal (3 properties)
Central Tokyo

Residential Tokyo
Metropolitan
Property
Area

Other
Property

AcquisitionPrice

As of October 31, 2012
Appraisal
Investment
Value atBreakdown
End of Period(Note 1)OAK PLAZA

Subtotal (1 property)

Total (18 properties)(%)(Note 1) The investment breakdown is the ratio of the appraisal value at end of period for the applicableproperty or the applicable asset class to the sum total of the appraisal value at end of period for allproperties in the portfolio and is rounded to the first decimal place.
17

For more information, please visit our website http://www.top-reit.co.jp/english/
Contact for inquiries in Japanese:
Top REIT Asset Management Co., Ltd. (Asset Manager)
Shusaku Ohashi, Director, General Manager, Finance Department+81-3-3243-2181
Contact for inquiries in English:
Top REIT Asset Management Co., Ltd. (Asset Manager)
E-mail address: info-top@top-reit-am.co.jp

DISCLAIMER:
Top REIT, Inc. makes no assurance or warranty with respect to the completeness or accuracy of this English
translation. In the event of any discrepancy between the Japanese original and this English translation, theJapanese original shall prevail. For complete and accurate information, please refer to the Japanese original.

18