ANNUALREPORT

For the year ended
March 31, 2014

2014

475

452

489 497 448

500

Financial Highlights
400

Featured Project of 2014

Kyobashi Trust Tower

300

Kyobashi Trust Tower is a building complex containing offices anda hotel as well as restaurants, cafes and bars. With plenty of open
space and places to walk, it was built to blend in with the local
historic buildings and scenery. Created with the aim of promoting
multi-generational community building, it is an ideal place to live forpeople of all ages. In addition, it offers high structural anti-disaster
performance through the utilization of hybrid vibration-control
construction and high strength construction materials to ensure
greater seismic performance. Kyobashi Trust Towers contributes tothe local community by both offering a space to relax and for serving
as a crucial neighborhood disaster shelter.
Ensuring greater seismic performance
In order to achieve highly efficient seismic vibration control, Toda
utilizes hybrid vibration-control mechanism based on viscousdampers and high strength construction materials to maintainadequate building strength and rigidity. This will enable ourbuildings to not just withstand a major earthquake but also to
remain in use even after undergoing an earthquake.
Supporting customers’ BCP by providing a simplified
monitoring system for building safety
Toda has improved its existing simplified building monitoring
diagnosis system to include a building wellness system, whichenables users to monitor information relating to building soundness
and safety at the time of a disaster. In this way, Toda is supportingits customers’ business continuity planning (BCP).

Toda Corporation and Consolidated Subsidiaries—Years ended March 31
Millions of yen

2010

2011

2012

Consolidated
Net sales¥475,653¥452,499¥489,385

Ordinary income (loss)

7,460

7,265

(6,690)Net income (loss)

2,906

3,567

(19,872)¥497,048

Message from Management

Toda Corporation, therefore, wishes to cautionthat readers should not place undue reliance on
forward-looking statements and, further, that Toda
Corporation undertakes no obligation to update
any forward-looking statements as a result of new
information, or other future developments.

...................................................................

63,976(45,581)2010 2011 6,584
2012 2013 2014

(17,167)(41,516)

16,874

163,954

171,537

128,095

141,880

1,378,548

Total assets

501,189

499,111487,160

500,199473,5104,600,758

Per share of common stock:(in yen and U.S. dollars)		

2.9
475 452489 497 448¥ 537.53¥ 602.35¥ 617.42

Net assets

		

Net income (loss)		Cash dividends applicable to the year500

Net cash provided by (used in) operating activities

400¥

Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Number of employees¥ 397.18
10

Overseas Businesses...........................................................................

7

Corporate Governance...........................................................................

8

Board of Directors, Corporate Auditors and Executive Officers ...... 9

3.5 -19.8 -65.2 10.2

¥ 443.32$ 4.307

9.36

11.53

(64.28)(209.70)

		

32.87

		

0.319

7.00

7.00

6.00

5.00

		

5.00

		

0.048

32,152¥ 10,379(48)¥ 5(17,757)¥ 12,171$118,262(7,948)(5,278)(7,837)(445)

11,441

111,169¥(3,089)(3,754)(1,557)

13,834(10,248)(99,573)

60,45961,65452,024

0 48,015

62,061

603,007

5,051

5,034

5,101

5,091

4,912

¥402,755¥452,122¥411,691¥346,775¥462,626

300

Cash and cash equivalents at end of period
200

Non-consolidated
Orders received

2
6

99,385(2,586)1..................................................................

10,228(65,285)

189,581100

2010 2011 2012 2013 2014

Net income (loss)

Orders received(Consolidated)(Non-consolidated)(Billions of yen)(Billions of yen)(Billions of yen)452

489 497 448$4,495,0072010 2011 2012 2013 2014

(Consolidated)

475

Focus: The creation of new values .......................................................... 4
Business Review by Segment$4,362,485–

Net sales

This report contains forward-looking statements
regarding Toda Corporation’s corporate plans,
strategies, forecasts and other statements thatare not historical facts. They are based on current
expectations, estimates, forecasts and projections
about the industries in which Toda Corporation
operates. As the expectations, estimates, forecasts
and projections are subject to a number of risks,
uncertainties and assumptions, including andwithout limitation, changes in economic conditions;fluctuations in currency exchange rates; changes
in the competitive environment; the outcome ofpending and future litigation; and the continued
availability of financing, financial instruments andfinancial resources, actual results may differ materially from those presented in these forward-looking
statements.

¥448,987

0

194,859

Contents...................................................................................

2014

Total net assets

Comprehensive income (loss)

0

Financial Highlights

2014

2013
100

Note: The rate of ¥102.92=US$1.00, the foreign exchange rate on March 31, 2014, has been used for translation.

Forward-looking Statements

Thousands of
U.S. dollars (Note )

200

2.9

3.5 -19.8 -65.2 10.2

500

402

452

411 346 462

500
10

400

400
5

300

300

— Financial Section —Consolidated Balance Sheets................................................................ 10

Consolidated Statements of Income200.................................................... 12

Consolidated Statements of Changes in Net Assets
Consolidated Statements of Cash Flows........................ 13

100

100

............................................. 14

Notes to Consolidated Financial Statements
Independent Auditor’s Report

0200..................................... 1502010 2011 2012 2013 20142010 2011 2012 2013 201402010 2011 2012 2013 2014................................................................ 28

Corporate Information / History ............................................................... 29
Annual Report 20141

Message from Management

New reforms
making Toda Corporation
		stronger than everOperating income (loss) (Billions of yen)

Recorded loss for two
consecutive years

2

Toda Corporation

Turns positive

34.4

4.7
(1.1%)- 7.9- 46.9(- 1.6%)(- 9.5%)29.1
Improved

24.7

FY 2011Masanori Imai
President

Equity ratio (%)

Operating income ratio in parentheses

FY 2012FY 2013

FY 2011

Profits secured through the implementationof thorough measures for improvement

Structural reforms and group company
realignment for the creation of new values

The Japanese economy underwent a gradual recovery during
the fiscal year ended March 31, 2014 (fiscal 2013), as evidenced by improvements in areas such as capital investments,
the employment environment, and personal consumption. In
the construction industry, there was a significant increase inboth public sector construction and private sector construction as a result of factors including reconstruction demand
from the Great East Japan earthquake and the last-minute risein demand before the increase in the consumption tax. Nonetheless, the operating environment remains difficult overall
as a result of deepening concerns towards soaring prices formaterials and shortage of construction workers.
Under these circumstances, the results for the Toda
Corporation Group on a consolidated basis were as follows.
Consolidated net sales decreased 9.7% year on year to 448.9
billion yen mainly due to the decrease in completed construction contracts by the Company and domestic subsidiaries.
In terms of operating income and loss, while the businessenvironment for the Group’s core construction businessremained challenging, the Group recorded operating incomeof 4.7 billion yen (compared to an operating loss of 46.9 billion yen during the previous fiscal year). This is mainly a resultof an improvement in the gross profit margin on completed
construction contracts achieved through a shift to a policy offocusing on getting profitable orders and making careful estimates to ensure profitable construction. In addition, cutbacks
in selling, general and administrative expenses contributed
to the profit. Consequently, the Group recorded net incomeof 10.2 billion yen (compared to a net loss of 65.2 billion yen
during the previous fiscal year) on account of the posting of
4.1 billion yen in gains on sales of investment securities as
extraordinary income as a result of sales of investment securities after a review of holdings. Our equity ratio rose to 29.1%,
which was an increase of 4.4% from the previous fiscal year.

Settings its Medium-Term Management Plan with a target of
400 billion yen in consolidated net sales and a minimum 2.0%
operating margin for the fiscal year ending March 31, 2016,
the Toda Group is working to strengthen its overall revenue
base, which includes an improvement in its construction
revenues. To realize this strategy, the Group has implemented
a group-wide reorganization as well as reforms to its parent
company structures.
To begin with, reforms to parent company operations
were implemented through the establishment of the following new divisions in January 2014: the Values Creation Promotion Office, the Investment and Development Project Office,and the Group Control Office. In addition, a new Overseas
Business Department was established in April 2014. These
new divisions were established to put in place a system forpromoting strategic business development, such as strengthening overseas business, investment projects, and environment and energy issues; as well as to promote better groupwide operations.
Toda Corporation initiated further group-wide reorganization through the merger of Toda Reform Co., Ltd. andFY 2012FY 2013

Identifying
challenges

Returning
to profit• Ensuring stringent selection of orders• Reinforcing order management system• Close supervision on construction business profits

Operatingmargin-9.5 %

1.1 %FY 2013

Chiyoda Tochi Tatemono Co., Ltd.; establishing Toda Bldg.
Partners Co. in April 2014. This will thereby enable the company to offer a fully integrated service to customers frombuilding management and maintenance to building renovation. Pursuing better group synergy by promoting cooperation
with the sales divisions of the group companies, Toda Corporation aims to create new values in all stages of constructionindustry services.
Through the implementation of these reforms, Toda
Corporation aims to be stronger than ever starting fromthe current fiscal year (ending March 31, 2015). Despite thebacklash felt against the rapid increase in demand before
the consumption tax hike in April 2014, its effects are notexpected to gain momentum and a gradual recovery is on
the horizon. However, issues surrounding material prices andlabor continue to negatively affect the construction industry,
having become even more serious. In light of this situation,
the Toda Group is anticipating the following numbers during
the fiscal year ending March 31, 2015 (fiscal 2014): 427 billion
yen in consolidated net sales (down 4.9 % from the previousyear); 3.9 billion yen in operating income (down 18.5%); 5.3
billion yen in ordinary income (down 19.5%), and a 4.6 billion
yen net income (down 54.1%).

FY 2014

FY 2015

Reviewing/improving
business processes
Profits
restored

Measures for improvement

FY 2012Maintaining
stable profits

Implementing business reforms

Establishinga strongbusiness base

• Well-planned marketing strategies• Business process re-engineering• Human capital management

0.9 %(Forecast)

2.0 %(Medium-term target)

Annual Report 20143

Focus: The creation of new values

Developing strategic areas
and enacting business reforms
to enhance corporate value

Development of Strategic Areas
In order to generate growth, Toda will continue to focus management resources on overseas business opportunities,
investment opportunities and environment and energy businesses.

Aiming to enhance our corporate value (both in terms of social responsibility and for performance improvements), Toda is currently
promoting a variety of initiatives under the following three banners: “boosting customer value,” “productivity,” and “humancapital management.” For the fiscal year ending March 31, 2015 (fiscal 2014), we will focus on the further development of strategicareas and streamlining business reforms toward improved earnings as quickly as possible. At the same time, we will be focusing on
the creation of new values.

Our Future Direction = Creating New Values
Enhancing Corporate Value (CSR; business performance improvement)

Boosting Customer Value

Human Capital Management

Productivity

Profitable Orders

Employee Capacity Building

Reviewing Business Operations- More stringent order selection- Providing solutions to customers- Human capital development- Right person for the right place- Business process re-engineering- Utilizing operation support tools

Implementing BPR
Toda is engaged in vigorous business process re-engineering (BPR) to realize a management resources shift thatwill enable new growth.

Our BPR project
Established in January 2014, the Value Creation Promotion
Office is playing a central role in Toda’s BPR project, which
was started to help streamline the business process andhelp rebuild the company’s information and communication
technologies (ICT). The project is being conducted with thefollowing three themes in mind: “Realizing visualization in
management,” “Avoid risk, avoid waste,” and “Promoting
more active communication.” Set for completion in three
years, the project is aiming to shift more than 20% of Toda
Group administrative staff, comprising over 200 personnel,
to construction, sales, design, and solutions; as well as tosuch strategic areas as overseas business and real estate,
to realize business opportunities and reduce costs, as wellas to see a profit contribution equivalent to 2 billion yen or
more.

Toda’s BPR project
Reviewing the business process and further streamlining it by ICT
Realizing visualizationin management

3 themes
Avoid risk, avoid waste

Promoting more active
communication

Project is initiated by:

The Value Creation Promotion Office(ICT Strategy Unit)
Reviewing Operations
From scratch

Rebuilding ICT
Developing/implementing
the medium-term plan

Overseas BusinessWorking to increase business in Brazil andSoutheast Asia
Aiming to expand overseas sales, Toda is working to increase its activities in Southeast Asia (Thailand, Vietnam,
China, and the Philippines) and Brazil. In Brazil, until recently our activities were mainly to support the needs ofJapanese companies’ overseas facilities construction. Now,
however, we are working on local projects in Brazil, such as
new hospital and school construction for local companies
and production facilities for non-Japanese companies. Witha view toward M&A, we are also planning to expand into
civil engineering in the medium-term. In addition, in Southeast Asia, Toda is working to tap the potential needs ofJapanese companies expanding in that part of the world.

Investment BusinessWorking to promote new investments and PPP as
well as more effective use of existing assets
Along with the useful utilization of assets, Toda is engaging
regularly in new real estate investments under strict investment parameters. In addition, the company will continue toactively participate in private financial initiatives as well as
public-private partnerships.

Net sales of overseas
construction business (Consolidated)

25.0

Net sales (Billions of yen)Orders received (Billions of yen)

15.3
23.2

FY 2013

19.5
The exchange rate for FY 2014 isforecasted as: US$1 = JPY103.0.

FY 2014(Forecast)

Income from real estate, etc.
(Billions of yen)(Consolidated)

3.3

FY 2013

3.6

FY 2014(Forecast)Environment and Energy
Providing Toda expertise for the spread andcommercialization of renewable energy
Toda is working to promote the spread and commercialization of renewable energy, which is gaining attention amidst
rising worldwide concerns over global warming. For example, from 2007 we have been working on the developmentof floating offshore wind turbine power generation technology. In October 2013, the installation of the demonstration
model mounting 2,000-kW wind turbine was completed
and power generation has started off Kabashima Island,
in Goto City (Nagasaki Prefecture). This is the first grindconnected floating offshore wind turbine in Japan.

Floating offshore wind turbine demonstration project
Ministry of the Environment, Government of JapanTo be completed in 3 years

4

Toda Corporation

Annual Report 20145

Business Review by Segment (Consolidated)

Overseas Businesses

Building Construction
Net sales for the construction business were 347.0 billion yen (down 13.0% year
on year). The segment recorded operating income of 5.8 billion yen (compared toan operating loss of 41.8 billion yen during the previous fiscal year). On a non-consolidated basis, revenues from domestic private-sector orders received increased by
46.3% year on year, which was largely contributed by a large-scale urban redevelopment project. Overall revenues from orders received (including overseas) grewby 39.6% year on year to 357.2 billion yen.

Net sales (Billions of yen)
Operating income (Billions of yen)
Percentage of total sales

398.9

Toda’s overseas business activities were kicked off in earnest in 1972, with the founding ofConstrutora Toda do Brasil in Sao Paulo, Brazil and Toda America Inc. in New York City. This wasfollowed by a variety of business activities in Asia, South America, and Africa. The company’s
overseas business is now one of its strategic business areas, and in April 2014 a new Overseas
Business Department was established to further strengthen Toda’s overseas businesses.

347.0
5.8

76.5%
Saitama Cancer Center New Hospital Osaka Psychiatric Medical Center
Renewal PFI Project
Location: Saitama, Japan
Location: Osaka, Japan
Client: Saitama Prefecture
Client: Osaka Heart Care Partners

2013

2014

Thailand Bangkok / Chiang Mai
Thai Toda Corporation Ltd.

-41.8

West Africa
Construction Management Office

Civil Engineering
Net sales for the civil engineering business were 90.6 billion yen (up 2.4% year
on year). The segment recorded operating income of 3.9 billion yen (compared
to an operating loss of 0.9 billion yen during the previous fiscal year). On a nonconsolidated basis, the segment had steady orders from both the domestic private and the public sectors, resulting in an increase in overall revenues (including
overseas) by 16.8% year on year to 97.1 billion yen.

Vietnam Ho Chi Minh / Hanoi
Toda Vietnam Co., Ltd.

Percentage of total sales

Net sales (Billions of yen)
Operating income (Billions of yen)

88.5

China Shanghai / Guangzhou / Shenzhen
Toda Construction (Shanghai) Co., Ltd.

U.S.A. San Francisco
Toda America, Inc.

Philippines Makati City (near Manila)
Toda Philippines, Inc.

Indonesia Jakarta
Representative OfficeBrazil São Paulo
Construtora Toda do Brasil

90.6
3.9

20.0 %
Chubu Odan Expressway
Daigoyama Tunnel
Location: Minobu-cho, Yamanashi, Japan
Client: Kanto Regional Development
Bureau of the Ministry of Land,
Infrastructure, Transport and Tourism-0.9

Shichiyama Bypass
Fukube Sakyu Tunnel
Location: Tottori, Japan
Client: Chugoku Regional Development
Bureau of the Ministry of Land,
Infrastructure, Transport and Tourism

2013

2014

Real Estate
The segment recorded net sales of 14.6 billion yen (up 3.5% year on year)
and operating income of 2.4 billion yen (up 60.4% year on year).

Percentage of total sales

Operating income (Billions of yen)

3.2%

6

Toda Corporation

Net sales (Billions of yen)

14.1

14.6

1.4

2.4

2013

2014

Annual Report 20147

Corporate Governance

Board Of Directors, Corporate Auditors and Executive Officers

At Toda Corporation, dynamic corporate governance that consistently raises corporate value isa top management priority. We have put in place a management structure and implemented
the measures needed to ensure that we do business properly and efficiently monitored by anauditing system, practice transparent and sound management, and exercise robust compliance.

Toda Corporation has a corporate auditing system. Auditor
duties include seats on the Board of Directors, where they
oversee auditing to ensure the legality and propriety of management operations. In June 2008, oversight of management
was further bolstered by adding an additional external auditor
so that there are now two internal auditors and three external
auditors.
To ensure that the auditing system maintains its independence from the Board of Directors and Executive Officers,
personnel and organizational changes to the Corporate Auditor Office that assists corporate auditors are determined by
the Board of Corporate Auditors or according to the advice ofauditors designated by the Board.

Toda Corporation has an executive officer system that separates decision making by the Board of Directors from business
operations conducted by the Executive Officers. This clearly
defines the scope of roles and responsibilities and strengthens
the management and executive functions of each.
The Board of Directors has eight members (as of June27, 2013). As a general rule, it meets once a month to deliberate on important management issues and exercise oversightof executive management. The one-year terms that directors
serve both emphasize their management responsibilities andenable a prompt response to changes in the management
environment.
Executive Officers are appointed by the Board of Directors and execute business in accordance with the management policy set by the Board of Directors. Moreover, regularly
held management and Executive Committee meetings deliberate and report on important management and company
matters. At these meetings, executive management delegates
responsibilities and establishes the scope of responsibility andprocedures for the rules and regulations for company organization, division of duties, management authority, formal
approval procedures, and other management-related matters.

President and Representative Director
Masanori Imai
Representative Directors
Yushi Kikutani
Yasushi Miyazaki
Shunichi Akiba

An enhanced auditing structure

The board of directors and stronger
executive management

Directors

Corporate Auditors
Directors
Morimichi Toda
Makoto Hayakawa
Yutaka Nishizawa
Toshihiro Otomo
Hiroshi Uekusa
Setsuhiro Shimomura
Shunsuke Amiya

Standing Corporate Auditors
Etsuo Nonoguchi
Takeshi Nishimaki
Corporate Auditors
Yoshiaki Kaji
Katsutoshi Suzuki
Fumiyuki Akikusa

Executive Officers
President and Chief Executive Officer
Masanori Imai
Senior Managing Executive Officers
Yushi Kikutani
Yasushi Miyazaki
Shunichi Akiba
Morimichi Toda
Managing Executive Officers
Makoto Hayakawa
Yutaka Nishizawa
Toshihiro Otomo
Hiroshi Uekusa
Katsuaki Fukushima
Kaoru Mitsumochi

Corporate governance structure

As of June 27, 2014

Executive Officers
Hiroyuki Yamada
Teruo Sahashi
Koji Tada
Hiroyuki Miyazaki
Keiichi Ebihara
Yuji Yokomizo
Tetsuo Ota
Toshio Hirata
Kenichi Okabe
Takao Fukashiro
Hideo Takamasu
Yoshihiko Yamamoto
Kouichi Takahashi
Takanori Matsushima
Yoshinori Shibuya
Atsushi Ouchi
Noriaki Isemoto
Toshiaki Gunji
Masato Miyake
Kouichi Kubota
Hitoshi Asano

General Meeting of Shareholders
Appointment

Appointment
Audit

Board of Directors
Appointment/
Oversight

Appointment/
Oversight

Board of Corporate Auditors

Reporting
Coordination

President (Representative Director)
Strategic Meeting

Direction

Corporate Auditor Office

Accounting audit

Management Meeting

Coordination

Accounting Auditors

ReportingCommittees

Direction

ReportingDirection

ReportingExecutive Officers

Internal audit

Audit Department(Managers of Headquarters, Supervisory Department and Branch Offices)

Coordination

Corporate Ethics Committee

ReportingDirection

Appointment
Coordination

Executive Committee
Departments

Training
Training

Reporting(internal contacts)

ReportingGroup Control OfficeInternal
audit
Direction

ReportingAffiliates

Reporting (internal contacts)

8

Toda Corporation

Annual Report 20149

Consolidated Balance Sheets
Toda Corporation and Consolidated Subsidiaries—As of March 31, 2013 and 2014
Thousands of
U.S. dollars (Note1)

Millions of yen

2014

2013

Thousands of
U.S. dollars (Note1)

Millions of yen

2014

ASSETSLIABILITIESCurrent assets:

Current liabilities:

2013

2014

2014

Cash and deposits (Notes 8 and 10)¥ 38,782¥ 44,296$ 430,399

Notes and accounts payable-trade (Note 10)¥155,148¥117,656$1,143,185

Notes and accounts receivable-trade (Note 10)

164,719

124,056

1,205,365

Short-term loans payable (Note 10)

41,76552,353508,679

11,000

–

–

607

798

7,756

Short-term investment securities (Notes 10 and 11)

9,900

18,050175,378

Commercial paper (Note 10)

Real estate for sale

24,845

21,385

207,788

Income taxes payable (Note 10)

Costs on uncompleted construction contracts (Note4.8))

20,17922,629219,877

Advances received on uncompleted construction contracts

34,34137,455363,929

463

801

7,788

Provision for bonuses

1,072

2,863

27,824

1,471

2,773

26,94623,195

15,545151,047

985

435

4,233

Deposits received

11,58915,936

154,843

Other

12,814

12,933

125,661

Total current liabilities

293,993258,752

2,514,108

Long-term loans payable (Note 10)20,652

13,206

128,320

Deferred tax liabilities (Note 14)

22,372

25,102

243,899

Deferred tax liabilities for land revaluation (Note 14)

9,557

9,418

91,514

Provision for retirement benefits (Note 13)

21,355––

Provision for directors’ retirement benefits

181

172

1,673

-

21,824

212,048

145

149

1,452

Other inventories
Deferred tax assets (Note 14)
Other
Allowance for doubtful accounts
Total current assets

61

72

706

Provision for warranties for completed construction

13,87813,517

131,340

Provision for loss on construction contracts (Note 4.8))(1,018)(795)(7,733)271,811

244,0142,370,912

Noncurrent liabilities:

Noncurrent assets:
Property, plant and equipment: (Notes 4.1) and 15)
16,354

14,022

136,245

724

765

7,437

		 Land (Note 4.7))

60,87860,613588,935

		 Lease assets, net

185

191

1,858

		 Construction in progress

53

10

99

78,19675,602734,576

		 Buildings and structures, net
		 Machinery, vehicles, tools, furniture and fixtures, net

Total property, plant and equipment

Provision for loss on litigation

Net defined benefit liability (Note 13)
Asset retirement obligations
Other

3,844

3,004

29,191

Total noncurrent liabilities

78,11072,877708,100

372,103

331,629

3,222,209

Capital stock

23,001

23,001

223,490

Capital surplus

25,50225,504

247,808

Retained earnings

36,72345,472441,826

Treasury stock(5,987)(6,007)(58,366)

Total shareholders’ equity

79,24087,971

854,758

40,04645,477

441,870

Total liabilities
Intangible assets:
316

–

–

		 Other (Note 4.7))

2,721

2,868

27,875

		 Total intangible assets

3,037

2,868

27,875

		 Goodwill

Investments and other assets:

NET ASSETS
Shareholders’ equity:

		 Investment securities (Notes 4.2), 3) , 10 and 11)

143,300

147,572

1,433,860

		 Long-term loans receivable (Notes 4.3) and 10)

1,336

1,325

12,877

Accumulated other comprehensive income (Note 6) :

213

169

1,643

Valuation difference on available-for-sale securities

		 Other

3,786

3,184

30,942

Deferred gains on hedges

1

–

–

		 Allowance for doubtful accounts(1,483)(1,227)(11,928)

Revaluation reserve for land (Note 4.7))

5,940

5,722

55,606

		 Total investments and other assets

147,154

151,024

1,467,394

Foreign currency translation adjustments(1,611)(700)(6,808)228,387

229,495

2,229,846

		 Deferred tax assets (Note 14)

Remeasurements of defined benefit plans (Note 13)
Total noncurrent assets

Total accumulated other comprehensive income
Minority interests

Total assets¥500,199¥473,510$4,600,758

-

(522)

(5,072)

44,37649,977

485,596

4,478

3,930

38,194

Total net assets

128,095

141,880

1,378,548

Total liabilities and net assets¥500,199¥473,510$4,600,758

See accompanying notes to consolidated financial statements.

10 Toda Corporation

Annual Report 201411

Consolidated Statements of Income

Consolidated Statements of Changes in Net Assets

Toda Corporation and Consolidated Subsidiaries—For the years ended March 31, 2013 and 2014

Toda Corporation and Consolidated Subsidiaries—For the years ended March 31, 2013 and 2014
Thousands of
U.S. dollars (Note1)

Millions of yen

2014

2013
Net sales:
Net sales of completed construction contracts
Net sales of real estate business and otherTotal net sales
Cost of sales:
Cost of sales of completed construction contracts (Notes 5.1) and 4))
Cost of sales of real estate business and other (Note 5.2))
Total cost of sales
Gross profit:
Gross profit (loss) on completed construction contracts
Gross profit (loss) on real estate business and otherTotal gross profit (loss)
Selling, general and administrative expenses (Notes 5.3) and 4))
Operating income (loss)
Non-operating income:Interest income
Dividend income
Dividend income of insurance
Other
Total non-operating income
Non-operating expenses:
Interest expenses
Commission fee
Provision for allowance for doubtful accounts
Other
Total non-operating expenses
Ordinary income (loss)
Extraordinary income:Gain on sales of noncurrent assets (Note 5.5))
Gain on sales of investment securities (Note 11)
Gain on negative goodwill
Reversal of provision for loss on litigation
Other
Total extraordinary income
Extraordinary loss:
Loss on sales of noncurrent assets (Note 5.6))
Impairment loss (Note 5.7))
Loss on sales of investment securities (Note 11)
Loss on valuation of investment securities (Note 11)
Provision for loss on litigation
Other
Total extraordinary losses
Income (loss) before income taxes and minority interests
Income taxes—current
Income taxes—deferred
Total income taxes (Note 14)
Net income (loss) before minority interests
Minority interests in income
Net income (loss) (Note 18)

Millions of yen

2014¥483,649
13,399497,048¥434,958
14,028448,987$4,226,180
136,304
4,362,485

510,774
10,917
521,691

412,916
10,644
423,561

4,012,014
103,426
4,115,440(27,124)2,481(24,643)
22,354(46,997)

22,042
3,383
25,425
20,643
4,782

214,166
32,878247,045
200,577
46,467

263
1,856
221
317
2,657

272
1,928
269
426
2,897

2,645
18,742
2,615
4,147
28,151

785
155
227
73
1,242
(45,581)

855
188
–
51
1,095
6,584

8,310
1,832
–
498
10,642
63,976

242
1,812
–
–
51
2,107

490
4,161
133
550
1
5,336

4,766
40,433
1,294
5,343
14
51,853

95
919
454
1,822
985
125
4,402
(47,876)713
16,42017,134(65,010)274¥ (65,285)

15
684
2
139
–
36
879
11,041
732
(194)
538
10,503274¥ 10,228

155
6,653
19
1,358
–
359
8,546
107,283
7,120(1,892)
5,227
102,055
2,669$ 99,385

Capitalstock

Balance at March 31, 2012

Thousands of
U.S. dollars (Note1)

Millions of yen

Income (loss) before minority interests
Other comprehensive income (loss) (Note 6):
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Total other comprehensive income
Comprehensive income (loss)
Comprehensive income (loss) attributable to:Shareholders of the Company
Minority interests¥25,502 ¥103,746¥(5,956) ¥146,293 ¥17,007

Treasury
stock

Total
Foreign
Remeasure- accumulated
Revaluation currency
ments ofother
reserve for translation
definedcomprehenlandadjustments benefit plans sive income

Minority
interests¥57¥6,073¥(2,066)¥4,172 ¥171,537¥–¥21,071

Total net
assets––(1,868)–(1,868)

–

–

–

–

–

–

–

(1,868)Net loss––(65,285)–(65,285)

–

–

–

–

–

–

–

(65,285)

Purchase of treasury stock

–

–

-

(30)

(30)

–

–

–

–

–

–

–

(30)

Reversal of revaluation
reserve for land

–

–

133

–

133

–

–

–

–

–

–

–

133

Other

–

–

(2)

–

(2)

–

–

–

–

–

–

–

(2)

Net changes of items otherthan shareholders’ equity

–

–

–

–

–

23,039

(56)

(133)

455

–

23,305306

23,611

Total changes of items
during the period––(67,022)(30)(67,052)

23,039

(56)

(133)

455

–

23,305306(43,441)¥23,001¥25,502¥36,723¥(5,987) ¥79,240¥40,046¥1¥5,940¥(1,611)–¥44,376

Dividends from surplus––(1,556)–(1,556)

–

–

–

–

–

–

–

(1,556)

Net income––

10,228–

10,228

–

–

–

–

–

–

–

10,228Purchase of treasury stock

–

–

–

(19)

(19)

–

–

–

–

–

–

–

(19)

Reversal of revaluation
reserve for land

–

–

217

–

217

–

–

–

–

–

–

–

217

Other

–

1

(140)

–

(138)

–

–

–

–

–

–

–

(138)

Net changes of items otherthan shareholders’ equity

–

–

–

–

–

5,431

(1)

(217)

910

(522)

5,600

(547)

5,053

Total changes of items
during the period

–

1

8,749

(19)

8,731

5,431

(1)

(217)

910

(522)

5,600

(547)

13,784¥23,001¥25,504¥45,472¥(6,007) ¥87,971¥45,477¥ –¥5,722¥(700)

Balance at March 31, 2013

Balance at March 31, 2014¥¥(522) ¥49,977¥4,478 ¥128,095¥3,930 ¥141,880

Thousands of U.S. dollars (Note1)
Valuationdifference
Total
on availableshareholders' for-sale
equitysecurities

Deferred
gains orlosses onhedges$223,490 $247,790 $356,815 $(58,173) $769,922 $389,099$ 13

Capitalstock

Balance at March 31, 2013

Toda Corporation and Consolidated Subsidiaries—For the years ended March 31, 2013 and 2014

¥23,001

Retainedearnings

Deferred
gains orlosses onhedgesDividends from surplus

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

Capitalsurplus

Valuationdifference
Total
on availableshareholders' for-sale
equitysecurities

CapitalsurplusRetainedearnings

Treasury
stock

Total
Foreign
Remeasure- accumulated
Revaluation currency
ments ofother
reserve for translation
definedcomprehenlandadjustments benefit plans sive income$57,718 $(15,654)$

Minority
interests

Total net
assets– $431,176 $43,516 $1,244,615

Dividends from surplus––(15,120)–(15,120)

–

–

–

–

–

–

–

(15,120)

Net income––

99,385–99,385

–

–

–

–

–

–

–

99,385Purchase of treasury stock

–

–

–

(193)

(193)

–

–

–

–

–

–

–

(193)

2013

2014

2014

Reversal of revaluation
reserve for land

–

–

2,112

–

2,112

–

–

–

–

–

–

–

2,112

¥(65,010)¥10,503$102,055

Other

–

18

(1,368)–(1,349)

–

–

–

–

–

–

–

(1,349)23,063(56)486
23,494(41,516)

5,423
(1)
948
6,370
16,874

52,694(13)
9,217
61,898
163,954

Net changes of items otherthan shareholders’ equity

–

–

–

–

–

52,771(13)(2,112)

8,846(5,072)

54,419(5,322)49,097

Total changes of items
during the period–

18

85,010(193)

84,83552,771(13)(2,112)

8,846(5,072)

54,419(5,322) 133,932$223,490 $247,808 $441,826 $(58,366) $854,758 $441,870$ –$55,606

Balance at March 31, 2014
(41,847)¥
330¥

16,569305$

160,990
2,964$(6,808) $(5,072) $485,596 $38,194 $1,378,548

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

12 Toda Corporation

Annual Report 201413

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Toda Corporation and Consolidated Subsidiaries—For the years ended March 31, 2013 and 2014

Toda Corporation and Consolidated Subsidiaries
Thousands of
U.S. dollars (Note1)

Millions of yen

Net cash provided by (used in) operating activities:
Income (loss) before income taxes and minority interests
Depreciation and amortization
Impairment loss
Amortization of goodwill
Increase (decrease) in allowance for doubtful accounts
Decrease in provision for retirement benefits
Increase in net defined benefit liability
Increase (decrease) in other provision
Gain on negative goodwill
Loss on valuation of investment securities
Loss (gain) on sales of investment securities
Loss (gain) on sales of property, plant and equipment
Interest and dividend income
Interest expenses			
Decrease (increase) in notes and accounts receivable—trade
Decrease (increase) in costs on uncompleted construction contracts
Decrease in real estate for sale
Increase (decrease) in notes and accounts payable—trade
Increase (decrease) in advances received on uncompleted construction contracts
Other, net
SubtotalInterest and dividend income received
Interest expenses paid
Income taxes paid
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities:
Payments into time deposits
Proceeds from withdrawal of time deposits
Purchase of property, plant and equipment
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
Purchase of investment securities
Proceeds from sales and redemption of investment securities
Payments of loans receivableCollection of loans receivable
Other, net
Net cash provided by (used in) investing activities

2013

2014

2014

¥(47,876)
2,038
919
55
(45)
(739)
–
8,978
–
1,822
(1,358)(147)(2,119)785(321)
10,811
3,256
22,082(6,965)(9,476)(18,299)
2,120
(771)
(807)
(17,757)¥11,041
1,875
684
27
(478)
(21,356)
21,824(5,128)(133)
139(4,159)(474)(2,201)855
41,009(2,445)3,470(37,952)
3,078
1,739
11,416
2,204
(863)
(586)
12,171$107,283
18,227
6,653
271(4,647)(207,509)
212,048(49,826)(1,294)
1,358(40,413)(4,611)(21,387)
8,310
398,456(23,763)
33,723(368,759)
29,906
16,898110,924
21,419(8,385)(5,697)
118,262(450)763(2,934)1,288(300)(2,297)
3,239
(81)
151
175
(445)

(193)
707
(1,626)
3,119
(411)
(475)
10,117(71)
78
196
11,441(1,884)
6,874(15,802)30,310(3,998)(4,617)98,306
(689)
763
1,909
111,169

Net cash provided by (used in) financing activities:
Net increase (decrease) in short-term loans payable
Net increase (decrease) in commercial paper
Proceeds from long-term loans payable
Repayment of long-term loans payable
Cash dividends paid
Cash dividends paid to minority shareholders
Purchase of treasury stock
Payment for purchase of treasury stock by consolidated subsidiaries
Other, net
Net cash provided by (used in) financing activities

5,810
11,0003,020(3,991)(1,868)
(34)
(30)
–
(70)
13,834(2,812)(11,000)
8,865(2,910)(1,556)
(19)
(19)
(715)
(79)
(10,248)(27,330)(106,879)
86,134(28,278)(15,120)
(189)
(193)
(6,947)(770)(99,573)

Effect of exchange rate change on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of current period
Cash and cash equivalents at the end of current period (Note 8)360(4,008)52,02448,015680
14,04548,01562,061

6,612
136,471466,536
603,007

1. Basis of Presenting Consolidated Financial Statements
The consolidated financial statements presented herein of Toda Corporation(the “Company”) and its consolidated subsidiaries (together, the “Companies”) are prepared in accordance with the provisions set forth in the
Financial Instruments and Exchange Law of Japan, and in conformity withaccounting principles generally accepted in Japan.
These consolidated financial statements incorporate certain modifications in format so as to make the financial statements more meaningful toreaders outside Japan.
These modifications have no effect on total assets, net sales, retained
earnings or net income.

(U.S. Dollar Amounts)
The U.S. dollar amounts are included solely for convenience and have beentranslated, as a matter of arithmetical computation only, at the rate of¥102.92 = US$1, the exchange rate prevailing on the Tokyo foreign exchange
market on March 31,2014, and have been then rounded down to the nearest
thousand. This translation should not be construed as a representation thatthe yen amounts actually represent, have been or could be converted into U.S.
dollars at this or any other rate.

2. Summary of Significant Accounting Policies
1) Scope of consolidation
The accompanying consolidated financial statements include the accountsof Toda Corporation and 15subsidiaries, namely Toda Road Co., Ltd.,
Toda Reform Co., Ltd., Chiyoda Kenkou Co., Ltd., Chiyoda Staff Service
Co., Ltd., APEC Engineering Co., Ltd., Chiyoda Tochi Tatemono Co., Ltd.,
Toda Finance Co., Ltd., Towa Kanko Kaihatsu Co., Ltd., Toda America, Inc.,
Construtora Toda do Brasil S/A, Toda Construction(Shanghai) Co., Ltd.,
Thai Toda Corporation Ltd., Toda Vietnam Co., Ltd., ABTD, INC. and Toda
Philippines, INC. Other subsidiaries were not consolidated, as they were
not significant in terms of the effect on total assets, net sales, net income
or retained earnings of the consolidated financial statements.
2) Application of the equity method
All non-consolidated subsidiaries and affiliates were not accounted forusing the equity method, as these companies were not significant interms of the effect on net income or retained earnings of the consolidated
financial statements.
3) Fiscal year of consolidated subsidiaries
Of the consolidated subsidiaries, Toda America, Inc., Construtora Toda do
Brasil S/A, Toda Construction (Shanghai) Co., Ltd., Thai Toda Corporation
Ltd., Toda Vietnam Co., Ltd., ABTD, INC. and Toda Philippines, INC. close
their fiscal year on December 31 each year. In preparing the consolidated
financial statements, the Company used financial statements as of December 31 of all these subsidiaries.
			 However, adjustments necessary for the purpose of consolidation
have been made for fiscal year-end.
			 The fiscal year-end of all other consolidated subsidiaries is the sameas the consolidated fiscal year-end.
4) Standards and evaluation methods for important assets(a) Short term investment securities and investment securities
			 Held-to-maturity debt securities
			 Amortized cost method (straight-line method)
			 Available-for-sale securities			 • Securities with a fair value:
Stated at fair value, determined by the market price at the consolidated fiscal year-end date (the difference between the book value andthe fair value is recorded as a component of net assets, while the costof securities sold is computed using the moving-average method)			 • Securities with no fair value:
Stated at cost, determined by the moving-average method(b) Inventories
			 Costs on uncompleted construction contracts
Stated at cost, determined by the specific identification cost method
			 Real estate for saleStated at cost, determined by the specific identification cost method(The book value on the consolidated balance sheets is presented after
write-down for decline in profitability.)5) Methods of depreciation and amortization
depreciable assets(a) Property, plant and equipment (excluding lease assets)
The declining-balance method is primarily used. However, the straight-line
method is used for buildings (excluding building fixtures) acquired on andafter April 1, 1998.
			 Standards Identical to regulations in the Corporate Income Tax Law
are utilized to determine expected lifetime and residual value.
(b) Intangible fixed assets (excluding lease assets)
The straight-line method is used.
			 Standards identical to regulations in the Corporate Income Tax Law
are utilized to determine expected lifetime and residual value.
			 However, the amortization of software used by the companies is computed using the straight-line method based on the estimated useful life.
(c) Lease assets
Leased assets under finance leases other than those that are deemed totransfer ownership to lessees.
			 Depreciation is based on the straight-line method over the lease termof the leased assets with no residual value.
6) Allowances and provisions(a) Allowance for doubtful accounts
The allowance for doubtful trade receivables and loans has been provided
based on historic loss experience for general accounts and also includes
the aggregate amount of the estimated loss for the accounts for which
concern actually exists for collectability.
(b) Provision for bonuses
This is provided for the payment of bonuses for employees, based on
expected payment amount.
(c) Provision for warranties for completed construction
To cover expenses for defects claimed concerning completed work, this isprovided based on the estimated amount of compensation in the future
for the work completed during the consolidated fiscal year.
(d) Provision for loss on construction contracts
The provision for loss on construction contracts is provided at the estimated amount for the future losses on contract backlog at the fiscal year-end
which will be probably incurred and which can be reasonably estimated.
(e) Provision for directors’ retirement benefits
To prepare for the payment of retirement benefits for executive officers
and subsidiaries’ directors, the provision is provided at the amount to be
paid according to internal regulations if they had retired at the consolidated fiscal year-end.
(f) Provision for loss on litigation
The provision for loss on litigation is provided at the estimatedamount for a possible future loss arising from litigation.

See accompanying notes to consolidated financial statements.

14 Toda Corporation

Annual Report 201415

Notes to Consolidated Financial Statements7) Accounting policies of retirement benefits
The provision for retirement benefits for employees is calculated based on
estimated amounts of retirement benefit obligations and pension assets
as of the consolidated fiscal year-end.
			 Regarding lump-sum severance indemnity plan for the consolidated
subsidiaries, the amount is calculated based on simplified method (method
to assume required payment amount based on voluntary termination of
employment on the closing date as retirement benefit obligations).
			 The estimated amount of retirement benefit is allocated to periods ofservice according to straight-line allocation.
			 Actuarial differences are amortized commencing the following year
after the difference is recognized primarily by the straight-line method
over a period of five years.
			 Prior service cost is amortized by the straight-line method over a
period of five years.
8) Recognition of net sales from construction contracts andrelated costs
The Companies apply the percentage of completion method to thosecontracts in which the percentage of completion at the consolidated fiscal year-end can be reliably estimated, and other contracts are recorded
under the completed contract method.
9) Translation of foreign currency assets and liabilities
All monetary assets and liabilities denominated in foreign currencies
are translated into Japanese yen at the exchange rates prevailing at theconsolidated fiscal year-end. The resulting gains and losses are included in
net income or loss for the consolidated fiscal year.
			 Assets and liabilities accounts of foreign consolidated subsidiaries aretranslated into Japanese yen at the exchange rate prevailing at the fiscal
year-end.
			 Income and expense accounts of foreign consolidated subsidiaries aretranslated into Japanese yen at the average annual exchange rate.
			 The resulting translation adjustments are included in foreign currencytranslation adjustment and minority interests in the net assets of theconsolidated balance sheets.

10) Hedge accounting
The Companies apply hedge accounting as follows:(a) Method of hedge accounting adopted
Deferral hedge accounting
If the interest rate swap contracts are used as hedge and meet certain
hedging criteria, net amounts to be paid or received under the interest
rate swap contracts are added to or deducted from the interest or liabilities for which the swap contract were executed.
(b) Measure and objects
1. Measures: Forward foreign exchange contracts
			 Objects: Transactions to be paid in foreign currencies in cases of				overseas construction of work and overseas procurement
				of materials
2. Measures: Interest rate swap
			 Objects: Borrowings(c) Hedging principles:
Based on internal regulations which stipulate the execution authority
regarding on derivative transactions and those for transaction limits, theCompanies utilize hedges to minimize the risk of currency exchange rateand interest rate fluctuations associated with the hedge objects.
(d) Evaluation method of effectiveness of hedging:
During the period from the time when the hedging first started until the
consolidated fiscal year-end, the Companies have been assessing thehedge effectiveness primarily by comparing, in terms of variation amounts,(1) cumulative cash flow changes or exchange rate changes of the hedge
objects and (2) cumulative cash flow changes or exchange rate changesof the hedge measures.
			 However, the evaluation of hedge effectiveness is omitted for interest
swaps as they meet certain hedging criteria for the exceptional treatment.
11) Cash and cash equivalents
For the consolidated statements of cash flows, cash and cash equivalents
are defined as cash on hand, deposits that can be withdrawn at any timeand highly liquid short-term investments with a maturity date within threemonths after acquisition.

3. Change in Accounting Method
On May 17, 2012 ASBJ issued ASBJ Statement No.26 “Accounting Standard
for Retirement Benefits” and ASBJ Guidance No.25 “Guidance on AccountingStandard for Retirement Benefits” have been applied from the beginning offiscal year ended March 31, 2014 except as Accounting Standard for Retirement Benefits 35th term and Guidance on Accounting Standard for Retirement Benefits 67th term. It follows that actuarial differences, prior service
costs and transitional obligation that are yet to be recognized in profit or loss

are not recognized in the balance sheet, and the difference between retirement benefit obligation and pension assets, adjusted by such unrecognizedamounts, is recognized as a net defined benefit liability.
The effects of applying the standard was appropriated in accumulated
other comprehensive income as remeasurement of defined benefit plans.
As a result, accumulated other comprehensive income decreased ¥522
million (US$50,720thousand) for the year ended March 31, 2014.

7) Land revaluation
Based on the Land Revaluation Law, the Company has revaluated land held for business use and has recorded any discrepancies in the consolidated balance sheets as revaluation reserve for land.
8) Provision for loss on construction contracts included in costs on uncompleted construction contracts

As of March 31

2013

2014

2014

Costs on uncompleted construction contracts¥2,149¥4,136$40,191

5. Notes to Consolidated Statements of Income
2014

2013

For the years ended March 31

1) Provision for loss on construction contracts included in costs of sales¥
2) Valuation loss on real estate for sale included in costs of sales¥
3) Principal components of selling, general and administrative expenses:
Employees’ salaries and allowances¥
Provision for bonuses		Retirement benefit expenses
		Provision (reversal) of allowance for doubtful accounts
		4) Research and development expenditures included in selling, generaland administrative expenses and construction costs¥5) Gain on sales of noncurrent assets:
Buildings and structures
¥
Land
		
Other
		
Total
¥
6) Loss on sales of noncurrent assets:
Buildings and structures
¥
Land
		
Other
		
Total
¥

2014

19,205
516

¥
¥

8,808
16

$85,585$ 164

10,891
344
984
(163)

¥
		
		
		

9,546
1,609
996
(453)

$92,757
15,642
9,680

1,346

¥

1,201

$11,678

1
235
6
242

¥
		
		
¥

153
335
2
490

$ 1,489
3,256
21$ 4,766

56
39
0
95

¥
		
		
¥

10
5
0
15

98
56
0
155

(4,408)$7) Impairment loss on fixed assets
The group puts its assets for business purposes, primarily into main office and branch office. And other assets are put each properties. Impairment loss on
fixed assets was as follows.
For the fiscal year ended March 31, 2013
Location

PurposeType

Rental locations

Buildings, structures and land

Impairment loss
(Millions of yen)¥919

The recoverable value of assets or assets group is primarily estimated from the net sale value based on real estate appraisal standards.

4. Notes to Consolidated Balance Sheets

Thousands of
U.S. dollars

Millions of yen

2013

As of March 31

16 Toda Corporation

Thousands of
U.S. dollars

Millions of yen

Chuo-ku, Kumamoto City, and other1) Accumulated depreciation of property, plant and equipment
2) Investments in non-consolidated subsidiaries and affiliates
included in investment securities
3) Assets pledged as collateral:
Investment securities
Long-term loans receivable
Total4) Contingent liabilities (guarantee liabilities)5) Discounts on notes receivable6) Loan commitment agreement:
Maximum limit under the agreement
Loan balance outstanding
Difference (unused portion)

Thousands of
U.S. dollars

Millions of yen

For the fiscal year ended March 31, 2014

2014

2014

Location¥

32,436¥ 33,317$323,724

¥

1,386

¥

$ 13,515

1,390

		
		
¥
¥
¥

558
652
1,211
356
421

		
		
¥
¥
		

637
597
1,235
210
–

6,196
5,804
$ 12,001$ 2,040–¥		
¥

30,000–30,000¥ 30,000		–¥ 30,000$291,488–$291,488

Impairment loss

Impairment loss

(Millions of yen)(Thousands of U.S. dollars)

PurposeType

Kasukabe City, and other

Business property

Buildings, structures and land¥396

$3,851––

Goodwill¥288$2,801

The recoverable value is mainly the net sale value. The net sale value is computed by withholding the cost of disposal from the sale value.
Impairment of goodwill is caused by business environment and yieldability of APEC Engineering Co., Ltd.

Annual Report 201417

Notes to Consolidated Financial Statements

6. Notes to Consolidated Statements of Comprehensive Income

9. Lease Transactions
Thousands of
U.S. dollars

Millions of yen

Reclassification and tax effect of comprehensive income for the years ended March 31

Valuation difference on available-for-sale securities:
AccrualReclassification
Before adjust tax effectTax effect
Valuation difference on available-for-sale securities
Deferred gains (losses) on hedges:
AccrualReclassification
Before adjust tax effectTax effect
Deferred gains (losses) on hedges
Foreign currency translation adjustments:
Accrual
Total of other comprehensive income

2014

2013

2014

¥12,344		 (4,126)
		 8,217		 (2,794)¥ 5,423$ 119,945
		 (40,097)
		 79,848
		 (27,153)$ 52,694

¥
		
		
		
¥

¥
		
		
		
¥

(1)

$
		
		
		
$

948
¥
¥ 6,370$$¥486¥ 23,494

15
(17)
(2)
0

149
(170)
(21)

Issued stock
Treasury stock

April 1, 2012

Increase

March 31, 2013

Decrease

Common stock

322,656,796––

322,656,796

Common stock

11,298,677

120,057–

11,418,734

Issued stock
Treasury stock

Class of shares

April 1, 2013

Increase

March 31, 2014

Decrease$ 1,247
1,687$ 2,935

Future minimum lease income under non-cancelable operating leases:
Due within one year
Due after one year
Total

¥1,495
5,905¥7,401¥ 1,869
		 5,724¥ 7,594$18,166
55,622$73,789

10. Fair Value of Financial Instruments
Millions of yen

As of March 31, 2013

Book value

Fair value(1) Cash and deposits¥ 38,782¥ 38,782¥ –(2) Notes and accounts receivable—trade

164,719

164,692(27)(3) Short-term investment securities,
investment securities (Note)

143,577

143,690112(4) Long-term loans receivable
Assets total

322,656,796––

322,656,796(3) Income taxes payable

11,418,734

63,355–

11,482,089(4) Long-term loans payable
Liabilities total

Total dividends

Dividends per share

Record date

Effective dateJune 28, 2012 resolution by annual
general meeting of shareholders

Common stock¥1,868 million¥6.00

March 31, 2012

June 29, 2012

June 27, 2013 resolution by annual
general meeting of shareholders

Common stock¥1,556 million¥5.00

March 31, 2013

June 28, 2013

Number of sharesClass of shares

Total dividends

Dividends per share

Record date

Effective dateJune 27, 2013 resolution by annual
general meeting of shareholders

Common stock¥1,556 million¥5.00

March 31, 2013

June 28, 2013

June 27, 2014 resolution by annual
general meeting of shareholders

Common stock¥1,555 million¥5.00

March 31, 2014

June 30, 2014($15,117 thousand)8. Notes to Consolidated Statements of Cash Flows
Reconciliation between cash and deposits on the consolidated balance sheets andcash and cash equivalents at the fiscal year-end:

Thousands of
U.S. dollars

Millions of yen

As of March 31

2013

Cash and deposits of the consolidated balance sheets(Less) time deposits with maturities of more than three months
Short-term investment securities
Cash and cash equivalents of the consolidated statements of cash flows¥38,782(666)
9,900¥48,0152014		 ¥44,296
		(235)
		 18,000		 ¥62,061

948

998

49

¥348,163¥135¥155,148¥155,148¥ –52,76552,765

–

607

607

–

20,652

20,67320¥229,174¥229,195

¥20

¥

¥

¥ –

0

0

Notes:
1. The fair value of unlisted stocks is considered to be extremely difficult to calculate, as there are no market prices and no valuations of future cash flow.
Therefore, these stocks are not included in “Short-term investment securities and investment securities.”
2. The value of assets and liabilities arising from derivative is shown at net value, and with the amount in parentheses representing net liability position.
3. Long-term loans receivable are equivalent to the carrying amount after deduction of allowance for doubtful accounts.

Unlisted stocks:

For the fiscal year ended March 31, 2014($15,120 thousand)

Derivative transactions

Difference¥348,028(2) Short-term loans payable andcommercial papers

Common stock

Class of shares

18 Toda Corporation

128
173
302

Common stock

Number of shares

For the fiscal year ended March 31, 2013¥
		¥(1) Notes and accounts payable—trade

Number of shares

For the fiscal year ended March 31, 2014

2014

¥ 139
110
¥ 249

9,217

61,898

Number of sharesClass of shares

2014

Future minimum lease payments under non-cancelable operating leases:
Due within one year
Due after one year
Total

7

(13)

7. Notes to Consolidated Statements of Changes in Net Assets
For the fiscal year ended March 31, 20132013

As of March 31¥ 35,402
		
412
		 35,814
		 (12,751)¥ 23,063
(36)
(53)
(90)
34
(56)

Thousands of
U.S. dollars

Millions of yen

As of March 31, 2013 (stated at book value)

Millions of yen

Stocks of non-consolidated subsidiaries and affiliated companies
which are not accounted for by the equity method:

Stocks of subsidiaries
Stocks of affiliated companies
Unlisted preferred equity securities
Other investment securities:
Unlisted stocks
Unlisted preferred equity securities
Others

¥

114
217
1,055
¥5,840
2,386
9

2014
$430,399(2,285)

174,893$603,007

Annual Report 201419

Notes to Consolidated Financial Statements

Millions of yen

As of March 31, 2014

Book value

Fair value(1) Cash and deposits¥ 44,296¥ 44,296(2) Notes and accounts receivable—trade124,056(3) Short-term investment securities,
investment securities (Note)

Millions of yen

Book value

Fair value–$ 430,399$ 430,399

124,035(20)

1,205,365

1,205,166(199)

156,532

156,693160

1,520,918

1,522,475

1,557

			Stocks¥113,256

935

983

48

9,091

9,558

466

			Bonds102		¥325,821¥326,009¥187$3,165,776$3,167,600$1,824			Others

1,035

		

1,002

32

			Subtotal

114,394		

51,11963,27416,086

		17,152(1,066)(4) Long-term loans receivable
Assets total

Available-for-sale securities with a fair value:

Thousands of U.S. dollars
Difference¥

Difference$–

As of March 31, 2013

Book value

Acquisition cost

Difference

Securities with a book value thatexceeds the acquisition cost:		 ¥50,016¥63,2392

100(1) Notes and accounts payable—trade117,656

117,656–

1,143,185

1,143,185–(2) Short-term loans payable

52,35352,353–508,679

508,679

–

798

798

–

7,756

7,756

–

			Stocks

13,206

13,214

7

128,320

128,395

75

			Bonds

122

		

150

(27)

9,900

		

9,900

–

26,108

		

27,202(1,094)		 ¥78,322¥62,180(3) Income taxes payable(4) Long-term loans payable
Liabilities total

Derivative transactions

Securities with a book value that does
not exceed the acquisition cost:¥184,015¥184,022¥ 7$1,787,942$1,788,017$

75

			Others

¥

¥

¥ –

$

$

$

–

			Subtotal

–

–

–

Notes:
1. The fair value of unlisted stocks is considered to be extremely difficult to calculate, as there are no market prices and no valuations of future cash flow.
Therefore, these stocks are not included in “Short-term investment securities and investment securities.”
2. Long-term loans receivable are equivalent to the carrying amount after deduction of allowance for doubtful accounts.

Unlisted stocks:
As of March 31, 2014 (stated at book value)

Millions of yen

Thousands of
U.S. dollars–

			Total¥140,502

Note: The Companies recognized losses on write-downof ¥1,812 million for available-for-sale securities.

Millions of yen

For the year ended March 31, 2013

Sales amount

Total gain on sales

Total loss on sales

Available-for-sale securities sold¥4,053¥1,812¥454

Held-to-maturity debt securities:
Millions of yen

Stocks of non-consolidated subsidiaries and affiliated companies
which are not accounted for by the equity method:

Stocks of subsidiaries
Stocks of affiliated companies
Unlisted preferred equity securities
Other investment securities:
Unlisted stocks
Unlisted preferred equity securities
Others

¥

109
221
1,055

$ 1,060
2,155
10,250¥5,3852,303
9$52,326
22,38494

As of March 31, 2014

Securities with a fair value that exceeds
the book value
Securities with a fair value that does notexceed the book value
Total

Book value

Fair value¥2,761Thousands of U.S. dollars
Difference¥2,921

Book value¥160

Fair value$26,827

As of March 31, 2014

339

339

(0)

3,302

3,299

(3)

¥3,261¥160$30,130$31,687$1,557

Total

Book value

Acquisition costThousands of U.S. dollars
DifferenceBook value

Acquisition cost

Difference

Securities with a book value that exceeds
the acquisition cost:

Held-to-maturity debt securities:

Securities with a fair value that does
not exceed the book value$1,560Available-for-sale securities with a fair value:

11. Marketable Securities and Investment Securities

Securities with a fair value that exceeds
the book value$28,387¥3,101Millions of yen

As of March 31, 2013

DifferenceBook value

Millions of yen

		 Stocks¥123,145¥52,236¥70,909$1,196,517$507,543$688,973

Fair value

		 Bonds

–

–

–

–

–

–

Difference¥2,434¥2,558

¥124

639

628

(11)

¥3,074¥3,187¥112

		 Others

1,065

1,002

62

10,3539,741

611

		 Subtotal

124,211

53,23970,972

1,206,870

517,285

689,584

		 Stocks

11,17011,718(547)

108,538

113,860(5,322)

		 Bonds

50

50

–

485

485

–

		 Others

18,00018,000–174,893

174,893–

		 Subtotal

29,22029,768(547)

283,917289,239(5,322)¥153,431¥83,007¥70,424$1,490,787$806,525$684,262

Securities with a book value that does notexceed the acquisition cost:		 Total

Note: The Companies recognized losses on write-down of ¥139 million (US$1,358 thousand) for available-for-sale securities.
Write-down losses are recognized in each of following cases.
Case of securities with a fair value• Fair value of fiscal year end and quarter settlement day in a row decline more than 30% compared to book value in succession.
• Fair value declined more than 50% compared to book value.
Case of securities without a fair value• Net worth of equivalent of Equity declines more than 50% compared to acquisition cost.

20 Toda Corporation

Annual Report 201421

Notes to Consolidated Financial Statements

For the fiscal year ended March 31, 2014

Available-for-sale securities sold

13. Retirement Benefits

Thousands of U.S. dollars

Millions of yen
Sales amount

Total gain on sales

Total loss on sales

Sales amount

Total gain on sales

Total loss on sales¥8,096¥4,161¥2$78,667$40,433$19

Retirement benefit obligation
Pension assets
Unfunded retirement benefit obligation
Unrecognized actuarial differences
Unrecognized prior service costs
Provision for retirement benefits

For the year ended March 31, 2013

Derivative transactions to which the hedge accounting method is not applied:
None.
Derivative transactions to which the hedge accounting method is applied:

Service cost
Interest cost
Expected return on pension assets
Amortization of actuarial differences
Amortization of prior service costs
Retirement benefit costs

Millions of yen
Measures

Objects

Contract
amountMore than
1 yearEstimated
fair value

¥290

–

¥0

¥290

–

¥0

Forward foreignexchange contracts
		 Buy EUR

Forecasted purchasingtransaction

Total(2) Interest-related transactions

Periodic allocation method of projected retirement benefit obligation

Exceptional treatment
of interest rate swaps

Discount rate
Expected return on pension assets
Amortization period of prior service costs
Amortization period of actuarial differences

Millions of yen
Measures

Objects

Contract
amountMore than
1 yearEstimated
fair value			 			
¥1,960¥1,960*

Payment fixed,
Receive floating

Long-term loans
payableThe Company had a defined benefit plan that consists of a defined benefit pension plan and a lump-sum benefit plan. Some of the foreign consolidated
subsidiaries have defined contribution plans. And the other consolidated subsidiaries have lump-sum benefit plans.

For the year ended March 31, 2014

Millions of yen

Thousands of
U.S. dollars¥45,602
1,856
531
(177)
(3,696)1¥44,118

		 $443,085
		 18,037
		
5,168
		
(1,725)
		 (35,915)
		
12
		 $428,663

Millions of yen

Thousands of
U.S. dollars¥22,342
267
569
1,182
(2,067)¥22,293

		 $217,089
		
2,595
		
5,533
		 11,488
		 (20,092)
		 $216,614

Millions of yen

Thousands of
U.S. dollars

Net amount of liabilities and assets recognized in consolidated balance sheet¥44,118(22,293)
21,824
21,824

		 $428,663
		 (216,614)
		 212,048
		 212,048

Net defined benefit liability
Net amount of liabilities and assets recognized in consolidated balance sheet

21,824¥21,824

		 212,048
		 $212,048

As of April 1, 2013
Service cost
Interest cost
Actuarial losses
Benefit paid
Other
As of March 31, 2014

Derivative transactions to which the hedge accounting method is not applied:
None.
Derivative transactions to which the hedge accounting method is applied:(1) Currency-related transactions
None.

The schedule of the pension assets(2) Interest-related transactions
Thousands of U.S. dollars

Millions of yen
Measures

Objects

Contract
amountMore than
1 yearEstimated
fair value

Interest rate swaps
Payment fixed,
Receive floating

Long-term loans
payable			 			
¥3,960¥1,800* These interest rate swaps, subject to the exceptional treatment, are treated en bloc with the relevant long-term loans payable.
Therefore, the fair value of the contracts is included in the fair value of the relevant long-term loans payable.

*

Contract
amountMore than
1 year				 		$38,476$17,489

Estimated
fair value*

As of April 1, 2013
Expected return on pension assets
Actuarial losses
Contributions by the employer
Benefit paid
As of March 31, 2014
The reconciliation of the defined benefit obligations and pension assets to the liabilities
and assets on retirement benefits recognized in the consolidated balance sheet
Funded defined benefit obligations
Pension assets

22 Toda Corporation

1.20%
1.20%
5 years
5 years

For the year ended March 31, 2014

The schedule of the defined benefit obligation

Exceptional treatment
of interest rate swaps

Straight-line
methodInterest rate swaps* These interest rate swaps, subject to the exceptional treatment, are treated en bloc with the relevant long-term loans payable.
Therefore, the fair value of the contracts is included in the fair value of the relevant long-term loans payable.

Method of processing¥1,672
861
(269)
691
(296)
¥2,659Basis of calculating retirement benefit obligation:

Estimated fair value was calculated based on price information provided by the counterparty financial institution.

Method of processing¥(45,602)
22,342(23,259)
2,497
(593)
¥(21,355)
Millions of yen(1) Currency-related transactions

Method in principle

The Company had a defined benefit plan that consists of a defined benefit pension plan and a lump-sum benefit plan. Some of the foreign consolidated
subsidiaries have defined contribution plans. And the other consolidated subsidiaries have lump-sum benefit plans.
Millions of yen

12. Derivative Transactions

Method of processing

For the year ended March 31, 2013

Annual Report 201423

Notes to Consolidated Financial Statements

Millions of yen

Thousands of
U.S. dollars

Service cost
Interest cost
Expected return on pension assets
Amortization of actuarial differences
Amortization of prior service costs
Retirement benefit costs¥1,856
531
(267)
931
(296)
¥2,756

		 $18,037
		
5,168
		
(2,595)
		
9,054
		
(2,885)
		 $26,778

Remeasurements of defined benefit plans

Millions of yen

Thousands of
U.S. dollars

The breakdown of items in retirement benefit costs

Unrecognized prior service cost
Unrecognized actuarial loss
Total¥(296)
818
¥ 522

		
		
		

Reconciliation between the statutory tax rate and the effective tax rate
Statutory tax rate
Expenses not deductible for income tax purposes
Non-taxable income
Gain on negative goodwill
Inhabitant taxes (per capita levy)
Valuation allowance
Other
Effective tax rate$(2,885)
7,957$5,072

15. Investment and Rental Properties

Millions of yen

As of March 31, 2013

21%
12%
64%
3%
100%

Book value

Fair value

Real estate for rent

¥50,596

As of March 31, 2014

Book value

Fair value

Real estate for rent

¥49,103¥69,437¥65,787
Thousands of U.S. dollars

Millions of yen

The items of actuarial assumptions
Discount rate
Expected long-term return on pension assets

38.0%
4.5%
–8.4%
–0.5%
2.3%
–30.5%
–0.5%
4.9%

–
–
–
–
–
–
–
–

Note: The difference between the statutory tax rate and the Company’s effective tax rate for the year ended March 31, 2013 is not disclosed because of the loss before income taxes and minority interests.

The breakdown of pension assets by major category
Bonds
Equities
General account
Other
Total

2014

2013

Book value

Fair value$477,101$674,671

Adjustments

Consolidated

1.20%
1.20%

16. Segment Information
Millions of yen

14. Deferred Tax Accounting
The tax effects of temporary differences which gave rise to deferred tax assets andliabilities at March 31, 2013 and 2014 are as follows:
As of March 31

Deferred tax assets:
Real estate for sale
Buildings and structures
Investment securities
Allowance for doubtful receivables
Provision for bonuses
Provision for loss on construction contracts
Provision for retirement benefits
Net defined benefit liability
Tax loss carryforwards
Other
Subtotal
Less: valuation allowance
Deferred tax assets
Deferred tax liabilities:
Valuation difference on available-for-sale securities
Other
Deferred tax liabilities
Net deferred tax assets (liabilities)

Thousands of
U.S. dollars

Millions of yen

2013

2014

2014

¥

80
860
1,812
1,034
402
8,715
7,718
–
21,323
3,631
45,579(45,232)
¥
347

¥

296
1,378
2,187
727
1,019
5,523
–
7,593
20,493
2,946
42,167(41,885)282

		 $ 2,883
		 13,395
		 21,254
		
7,073
		
9,908
		 53,665
		–		 73,782
		 199,117
		 28,631
		 409,712
		 (406,966)
		
2,746

(22,146)(298)(22,445)¥(22,097)(24,940)(202)(25,142)¥(24,860)

		 (242,331)
		
(1,964)
		 (244,295)
		$(241,549)

In addition to the above, the Companies recognized deferred tax liabilities of ¥9,557 million and ¥9,418 million (US$91,514 thousand) related to revaluation reserve for land at March 31,
2013 and 2014, respectively.

For the year ended
March 31, 2013

Net sales:
Customers
Inter-segment
Total
Segment profit (loss)
Depreciation and amortization
Amortization of goodwill

Building construction¥ 396,553
		 2,413
		 398,967¥ (41,877)¥¥

Civil engineering¥ 87,096
		 1,411
		 88,507
¥
(919)

348
55

¥
¥

39
–

Real estate¥ 12,845
		 1,327
		 14,172¥ 1,498¥ 1,018
¥
–

Other

Total

¥ 554
		 685
		 1,239¥ (36)¥¥¥ 497,048¥ 497,048¥––
		 5,838 		 (5,838) 		
		 502,887 		 (5,838) 		 497,048¥ (46,997)¥ (41,334)¥ (5,662)

13
–

¥
¥

1,419
55

¥
¥

¥
¥

619
–

2,038
55

Millions of yen

For the year ended
March 31, 2014

Net sales:
Customers
Inter-segment
Total
Segment profit (loss)
Depreciation and amortization
Amortization of goodwill

Reporting segments
Building construction¥345,812
		 1,281
		 347,094¥ 5,864¥¥

Civil engineering

Real estate

Other

Total

¥ 89,145
		 1,523
		 90,669¥ 3,905¥ 13,471
		 1,203
		 14,674¥ 2,404¥ 557
		 525
		 1,082
¥
6

¥
¥

¥
¥

¥
¥

364
27

47
–

999
–

Adjustments

Consolidated¥ 448,987¥ 448,987¥––
		
4,534 		 (4,534) 		
		 453,521 		 (4,534) 		 448,987¥ 4,782¥ 12,180¥(7,398)

13
–

¥
¥

1,425
27

¥
¥

450
–

¥
¥

1,875
27

Thousands of U.S. dollars

For the year ended
March 31, 2014

Net sales:
Customers
Inter-segment
Total
Segment profit (loss)
Depreciation and amortization
Amortization of goodwill

24 Toda Corporation

Reporting segments

Reporting segments
Building construction

Civil engineering

Real estate

Total

Other

Adjustments

Consolidated$ 5,415$ 4,362,485$ 3,360,013$ 866,167$ 4,362,485$–$ 130,889–
		
12,456 		 14,804 		 11,693 		 5,101 		
44,054 		 (44,054) 		
		 3,372,469 		 880,971 		 142,583 		 10,516 		 4,406,540 		 (44,054) 		 4,362,485$
62$ 46,467$ 56,982$ 37,948$ 118,352$ (71,884)$ 23,359
$
$

3,542
271

$
$

459
–

$
$

9,713
–

$
$

132
–

$
$

13,846
271

$
$

4,380
–

$
$

18,227271

Annual Report 201425

Notes to Consolidated Financial Statements• Adjustments of segment profit (loss) includes negative \46million and negative ¥24million (US$240 thousand) elimination of intersegment transactions andnegative ¥5,615million and negative ¥7,373million (US$71,644thousand) corporate expenses which are not allocated to the reporting segments for theyears ended March 31, 2013 and 2014, respectively. The corporate expenses mainly consist of selling, general and administrative expenses which do notbelong to the reporting segments.
• Segment profit (loss) is adjusted in accordance with operating income as recorded in the consolidated statements of income.
The Companies operate in the following four reporting segments:
Building construction …….... Research, planning, design, management and execution of building construction work, and architectural andcomprehensive engineering and consulting related thereto.
Civil engineering ….....…...... Research, planning, design, management and execution of civil engineering work, such as tunnel construction, andarchitectural and comprehensive engineering and consulting related thereto.
Real estate ………............... Resale, rent and intermediating of real estate and building management.
Other business .………......... Worker dispatching and hotel business, and financing and leasing mainly for the group companies.

17. Related Party Transactions
1. Related party transactions between the Corporation and related parties
Parent Company and major shareholders (Company, etc. only), etc., of the Corporation
For the year ended March 31, 2013
Relatedparty

Category

Address

Capital orinvestment

Type ofbusiness(Millions of yen)Mainshareholder

DaichiChuo-ku,
ShokusanTokyo
Co.,Ltd.*1

12

Percentage ofvoting rights held

Relationship

Nature oftransaction

Amounts of transaction

Realestatebusiness

Direct:(11.77%)

Interlocking
directors

Account

Balance at the end of the year

Millions of yen(Held by others)

Rental ofland*2–

Address

Capital orinvestment

Type ofbusiness(Millions of yen)Mainshareholder

DaichiChuo-ku,
ShokusanTokyo
Co.,Ltd.*1

12

Percentage ofvoting rights held

Relationship

Nature oftransaction(Held by others)Realestatebusiness

Direct:(11.77%)

Interlocking
directors

Amounts of transaction
Millions of yen

Account

Thousands of
U.S. dollars

Balance at the end of the year
Millions of yen

Thousands of
U.S. dollars

Rental of land*2

¥21

$211

–

–

–

Purchase of golf
membership

¥55

$534

–

–

–

* 1. 51.4% of voting rights are held by our director and his close family.
2. About rental lands, the rental charge is decided by vicinal state.
3. About accept golf membership, trading price is decided by trader’s quoting prices and considering normal market prices.

2. Related party transactions between subsidiaries and related parties
Parent Company and major shareholders (Company, etc. only), etc., of the Corporation

For the year ended March 31, 2014
Relatedparty

Address

Capital orinvestment

Type ofbusiness(Millions of yen)Mainshareholder

DaichiChuo-ku,
ShokusanTokyo
Co.,Ltd.*1

2014¥443.32
32.87$4.3070.319
Thousands of
U.S. dollars

Millions of yen

Years ended March 31

Basis for calculation of net assets per share:
Total net assets
Amount attributable to items other than common stock
Net assets attributable to common stock
Number of shares of common stock outstanding at fiscal year-end
Basis for calculation of net income (loss) per share:
Net income (loss)
Net income (loss) attributable to common stock
Average number of shares of common stock outstanding during the fiscal year

2013

2014

2014

¥128,095¥141,880

4,478

3,930

38,194¥123,617¥137,949$1,340,354

311,238,062
shares311,174,707
shares¥ (65,285)¥ 10,228$

99,385¥ (65,285)¥ 10,228$

99,385

311,323,066
shares311,205,385
shares$1,378,548(1) Purpose of the business combination
To improve general building management technology by enhancement of business competitiveness and management foundation, while theCompanies aim to enhance building aftercare management business which accompanies our construction business.
(2) Outline of the business combination(a) Date of the business combination
		 April 1, 2014(b) Scheme of the business combination
		 Absorption-type Merger: Chiyoda Tochi Tatemono Co., Ltd. is the continuing company and Toda Reform Co., Ltd. is the merged company.
(c) Name of the company after transaction
		 Toda Bldg. Partners Co., Ltd.
(3) Accounting for the transaction
The transaction will be accounted as transaction under common control in accordance with ASBJ Statement No.21, “Accounting Standard forBusiness Combinations” and ASBJ Guidance No.10, “Guidance on Accounting Standard for Business Combinations and Accounting Standard forBusiness Divestitures”(both issued by ASBJ on December 26, 2008).
2. Purchase of treasury stock
The Board of Directors of the Company resolved at its meeting held on June 25, 2014 matters concerning the Company’s purchase of treasury stock
pursuant to Article 156 of the Business Corporation Law as applied pursuant to Article 165, Paragraph 3 thereof, as detailed below.

For the year ended March 31, 2013

Not applicable.

Category

2014¥397.18(209.70)

1. Transaction under common control
The Board of Directors of the Company resolved at its meeting held on November 26, 2013 matters concerning the business combination of
consolidated subsidiaries Chiyoda Tochi Tatemono Co., Ltd. and Toda Reform Co., Ltd.
The consolidated subsidiaries made a merger contract on January 31, 2014.

For the year ended March 31, 2014
Related
party

2013

Net assets per share of common stock
Net income (loss) per share of common stock

19. Subsequent Events*1. 50.4% of voting rights are held by our four board members, chairman (including any equivalent person) Junosuke Toda, and the other three board members.
*2. About rental lands, the rental charge is decided by vicinal state.

Category

U.S. dollars

Yen

As of March 31

Millions of yen–¥21

18. Per Share Information

12

Percentage ofvoting rights held

Relationship

Nature oftransaction

Thousands of
U.S. dollars

Interlocking
directors
Acquisition price¥715

		$6,947

Gain on negative
goodwill¥133

		$1,294(Held by others)Realestatebusiness

Direct:(11.77%)

Amounts of transaction
Millions of yen

Account

Balance at the end of the year
Millions of yen

Thousands of
U.S. dollars

–

–

–

–

–

–

Consolidated
subsidiary’s stockacquisition*2(1) Reason for purchase of treasury stock
To improve capital flexibility in response to the business environment.
(2) Class of shares to be purchased
Common stock(3) Total number of shares that may be purchased
8,000,000 shares (maximum) (2.57% of issued shares (excluding treasury stock))(4) Aggregate purchase price¥3,000 million ($29,148 thousand) (maximum)(5) Period of purchase
From July 1, 2014 to August 29, 2014.
(6) Method of purchaseMarket Purchases on Tokyo Stock Exchange* 1. 51.4% of voting rights are held by our director and his close family.
2. Trading price is decided by accordance with fair appraisal prices and consultation between both parties.

26 Toda Corporation

Annual Report 201427

Independent Auditor’s Report

Corporate Information

Toda Corporation and Consolidated Subsidiaries

As of June 27, 2014

Independent Auditors’ ReportCompany Name:TODA CORPORATIONFounded:January 5, 1881

Company Headquarters:
7-1, Kyobashi 1-chome, Chuo-ku, Tokyo 104-8388, Japan

Stock Listings:
Tokyo Stock Exchange andOsaka Securities Exchange

Areas of Business:
1. Research, planning, design, management and execution
associated with all aspects of architectural and civilengineering together with related comprehensive
engineering and consulting
2. Research, planning, design, management and execution
associated with local development, urban development
and other comprehensive engineering and consulting
3. Real estate sale and purchase, rental, intermediary services,management and appraisal

Capital Stock:¥23.0 billion (as of March 31, 2014)
Number of Employees:
4,912 (Consolidated)
3,918 (Non-consolidated)(as of March 31, 2014)

History

28 Toda Corporation

1881

Foundation: Toda-kata Construction was founded by Rihei Toda, who became the first president.

1908

Company renames itself from Toda-kata to Toda-gumi.

1909

Toda participates in the building of facilities for the Anglo-Japanese Fair in London.

1914

Company participates in the construction of facilities for the Taisho Exhibition (Tokyo) and for the Panama-Pacific
Exhibition (San Francisco).

1936

Incorporation: Company is reorganized as Toda-Gumi Co., Ltd.

1958

Technology Research Dept. (now Toda Institute of Construction Technology) is established.

1962

Company is renamed Toda Corporation.

1963

The company’s stock is listed on the Second Section of the Tokyo Stock Exchange.

1969

Company builds nine pavilions, including the Swiss pavilion, for Expo ‘70 in Osaka.

1970

The company’s stock is transferred to the First Section of the Tokyo Stock Exchange.

1971

Construtora Toda do Brasil and Toda America, Inc., is established.

1972

Company celebrates its 100th anniversary and fully introduces TQC for corporate improvements through quality control.

1981

Toda Construction (Shanghai), Ltd. is established.

1987

Company participates in the construction of the Pacific Convention Plaza Yokohama, Japan’s first building project
involving foreign contractors (completed in 1991).

1988

Thai Toda Corporation Ltd. is established.

1991

Toda announces its policy of providing the best quality in Japan for the same price.

1993

The Hanoi Representative Office opens in Hanoi, Vietnam.

1994

Toda announces its Global Environment Charter.

1995

Toda becomes Japan’s first general contractor to acquire ISO 9001 certification.

1999

Toda acquires ISO 14001 certification.

2000

Toda agrees to form a business alliance with Nishimatsu Construction Co. Ltd.

2006

Toda becomes Japan’s first company to achieve zero emissions at construction sites.

2009

The Overseas Division is established.

Annual Report 201429

7-1, Kyobashi 1-chome, Chuo-ku, Tokyo 104-8388, Japan
Phone: +81-3-3535-1591 Fax: +81-3-3561-5745

CONSTRUTORA TODA DO BRASIL S.A.
Rua Manuel da Nobrega, 1280-3° Andar. São Paulo, Brasil
Phone: +55-11-3886-5844 Fax: +55-11-3885-0705
TODA CONSTRUCTION (SHANGHAI) CO., LTD.
6A, 9 Joy Tower, 9 Zhenning Road, Changning District, Shanghai, China, 200050
Phone: +86-21-6252-0777 Fax: +86-21-6252-5030
THAI TODA CORPORATION LTD.
199 Column Tower 20th Floor, Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand
Phone: +66-2-261-6544 Fax: +66-2-261-6545
TODA VIETNAM CO., LTD.
10th Floor, Star Building, 33ter-33bis Mac Dinh Chi Street, Da Kao Ward, District 1, Ho Chi Minh City, Vietnam
Phone: +84-8-6291-4127 Fax: +84-8-6291-4126
TODA PHILIPPINES, INC.
2nd Floor, 6788 Ayala Avenue Building, 6788 Ayala Ave.
Oledan Square, Makati City, Philippines
Phone: +63-2-478-6625 Fax: +63-2-886-8137
TODA AMERICA, INC.
600 Townsend Street, Suite 115W, San Francisco, CA 94103, U.S.A.
Phone: +1-415-800-8054 Fax: +1-415-932-6198

Paper used in this annual report is produced using fiber sourced from well-managed forests and other forests where
unacceptable sources have been excluded, as defined by the Forest Stewardship Council.
Printed using soy ink made from plants containing minimal volatile organic compound