_Auditor's Report 2015

【COVER PAGE】 【Submitted documents】 Financial reports 【Law of ground】 article 24 chapter 1 of securities and exchange law 【Submitted to】 Kanto Regional Finance Bureaus 【Date of issue】 27th JUNE 2016 【Period of fiscal year】 Fiscal year the 102th (From 1st APRIL 2015 to 31st MARCH 2016) 【Name of company】 Yurtec corporation 【Name of company in English】 Yurtec corporation 【Representative of company】 SATAKE Tsutomu :President-Director 【Address of head office】 4-1-1, Tsutsujigaoka, Miyagino-ku, Sendai-shi, Japan 【Telephone number】 +81-22-296-2111 【Person in charge】 AIHARA Hideyuki, Manager of consolidated accounts section 【Representative office】 4-1-1, Tsutsujigaoka, Miyagino-ku, Sendai-shi, Japan 【Telephone number】 +81-22-296-2111 【Person in charge】 AIHARA Hideyuki, Manager of consolidated accounts section 【Location of inspection presented】Yurtec corporation Tokyo Head Quarter office (2-2-1, Ote-machi, Chiyoda-ku, Tokyo Japan) Aomori branch office (63-1, Okabe, Shinmachino, Aomori-shi, Japan) Iwate branch office (4-10-53, Mitake, Morimoka-shi, Japan) Akita branch office (233-9, Azaohkawazori, Kawajiri-cho, Akita-shi, Japan) Yamagata branch office (3-5-7, Ohnome, Ymakagata-shi, Japan) Fukushima branch office (35-1, Oki, hukuhai, Fukusima-shi, Japan.) Niigata branch office (9-16, higashibandai-machi, Chuo-ku, Niigata-shi,Japan) Hokkaido branch office (16-1, kitashijonishi, Chuo-ku, Sapporo-shi,Japan) Yokohama branch office (2-10-27, Kitasaiwai, Nishi-ku, Yokohama-shi, Japan) Osaka branch office (2-2-8, Hirano-machi, Chuo-ku, Osaka-shi, Japan) Tokyo Stock Exchange, Inc (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo Japan) "(remarks) It is also presented inspection for shareholders at some of above branch office which is not bound by SECURITIES and EXCHANGE LAW." 2 【HISTORY】 This company was established as the TOHOKU ELECTRICAL CONSTRUCTION CO., LTD on 10th October 1944 with a capital of 800,000 Yen under support of the TOHOKU ELECTRICAL POWER co.,inc, by merger of 9 major electrical construction companies in northeast region of Japan, in accordance of "The guideline for restructuring of electrical construction company" issued by MINISTRY of MUNITIONS on April 1944. Major event is written below. Oct, 1944 Starting operation for construction of distribution line Jul, 1945 Starting operation for installation work of electrical facilities Jan, 1947 Move head office to 29-1, Minamimachi, Sendai, Japan. (Address transcribe was change to 2-6-22, Ichibancho, Sendai, Japan 0n Feb,1970) (Address transcribe was change to 2-6-21, Ichibancho, Aobaku, Sendai, Japan on Apr 1989) Aug, 1949 Authorized from the minister of Construction. Aug, 1953 Starting operation for construction of transmission line Mar, 1955 Starting operation for construction of power station and sub-station. Apr, 1956 Starting operation for construction of communication facilities. May, 1963 Starting operation for installation work of Air-conditioning & Plumbing and Civil work. May, 1964 Starting operation for Architecture. Oct, 1970 Starting operation for Flow-rate survey. Apr, 1971 Starting operation for Soil quality analysis May, 1972 Establish the MIYAGI DENSETSU CORPORATION (consolidated) Oct, 1973 Obtained official permission for operations of construction by revise of the construction law. Dec, 1977 Listed in the second section of Tokyo stock exchange Sep, 1983 Listed in the first section of Tokyo stock exchange Apr, 1986 "Establish the TECS YAMAGATA CORPORATION (changed as YURETC SERVICE CORPORATION on 2009) and TECS YAMAGATA CORPORATION (consolidated)" Feb, 1989 Establish the TOHCS CORPORATION and TECS MIYAGI CORPORATION (consolidated) Jun, 1989 Establish the NEW LEASE CORPORATION (consolidated) Aug, 1989 Establish the TECS NIIGATA CORPORATION (Merged with YURTEC SERVICE CORPORATION) Sep, 1989 Listed in the Niigata Stock Exchange (combined with Tokyo stock exchange on Mar 2000) Apr, 1990 "Establish the TECS IWATE CORPORATION and TECS AKITA CORPORATION (Merged with YURTEC SERVICE CORPORATION on 2009)" Aug, 1990 "Establish the TECS AOMORI CORPORATION (Merged with YURTEC SERVICE CORPORATION on 2009)" Feb, 1991 Establish the YUTOS CORPORATION (consolidated) Apr, 1991 Changed company name to YURTEC CORPORATION Jun, 1992 Built and move Head office to 4-1-1, Tsutsujigaoka, Miyaginoku, Sendai, Japan Apr, 2001 Establish the SHONAI TECHNO DENSETSU CORPORATION (consolidated) May, 2001 Establish the GREEN RECYCLE CORPORATION (Consolidated) Oct, 2002 Establish the AQUA CLARA TOHOKU CORPORATION (consolidated) Jul, 2009 Establish the YURTEC SERVICE CORPORATIN by way to merge TECS AOMORI, TECS IWATE, TECS AKITA,TECS NIIGATA and SHONAI TECHNO DENSETSU with TECS YAMAGATA. Oct, 2010 Acquire stock of DAUYUDENKO,CO.,LTD (consolidated) Apr, 2011 Starting operation the YURTEC VIETNAM Co., LTD (non-consolidated) Apr, 2013 Establish the YUR SOLAR TOMIYA Company., LTD.(consolidated) Mar, 2014 Establish the YUR SOLAR HOBARA Company., LTD.(consolidated) 1. Consolidated Financial Statement (1) Consolidated Financial Statement ① Consolidated Balance Sheets (Unit: Million ¥) Consolidated fiscal year March 31, 2015 Consolidated fiscal year March 31, 2016 Assets Current assets Cash and deposit 25.598 21,193 Deposit with Bank 8,680 10,800 Notes receivable, accounts receivable from completed construction contracts and other 65,462 76,428 Electronically recorded monetary 3,118 4,747 Lease receivables and investment assets 3,608 4,363 　Short-term investment securities 10,000 3,000 Costs on uncompleted construction contracts 2,864 2,667 Deferred tax asset 3,376 2,211 Other 3,293 3,600 Allowance for doubtful accounts △142 △167 Total current assets 125,858 128,844 Noncurrent assets Tangible fixed assets(PP&E) Buildings and Structures 39,785 41,448 Machinery, equipment and vehicles 18,278 18,257 Land 15,929 16,243 Other asset 1,178 1,212 Accumulated depreciation △35,543 △35,127 Total tangible fixed assets(PP&E) 39,629 42,034 Intangible fixed assets 1,116 1,619 Investments and other assets Investment security 7,662 9,229 Net defined benefit asset 1,237 - Deferred Tax Assets 4,200 4,928 Other assets 1,434 1,354 Allowance for doubtful accounts △416 △412 Total investment and assets 14,118 15,099 Total noncurrent assets 54,864 58,753 Total asset 180,723 187,598 (Unit: Million ¥) Consolidated fiscal year March 31, 2015 Consolidated fiscal year March 31, 2016 Liabilities Current liability Notes payable, accounts payable for construction contracts and other 34,682 39,993 Electronically recorded obligations-operating 10,891 9,547 Short-term loan 2,210 2,375 Income taxes payable 3,333 3,551 Provision for loss on construction contracts 3,623 92 Provision for directors' bonuses 69 77 Provision for loss on disaster 122 66 Other 12,782 10,698 Total current liability 67,714 66,400 Non-current liabilities Long-term loan 4,378 4,968 Deferred tax liabilities for land revaluation 1,530 1,436 Provision for directors' retirement benefits 125 101 Net defined benefit liability 13,977 14,445 Other 433 446 Total non-current liabilities 20,444 21,396 Total liability 88,158 87,797 Net assets Shareholders' equity Capital stock 7,803 7,803 Capital surplus 7,813 7,813 Retained earnings 79,081 88,548 Treasury stock △719 △752 Total shareholders' equity 93,978 103,413 Accumulated other comprehensive income Valuation difference on available-for-sale securities 346 177 Revaluation reserve for land △2,404 △2,359 Foreign currency translation adjustment 32 17 Remeasurements of defined benefit plans 80 △1,481 Total accumulated other comprehensive income △1,945 △3,646 Non-controlling interests 531 34 Total net assets 92,564 99,801 Total Liabilities and net assets　 180,723 187,598 ② Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (Consolidated Statements of Income) (Unit: Million ¥) Consolidated fiscal year from April 1, 2014 to March 31, 2015 Consolidated fiscal year from April 1, 2015 to March 31, 2016 Revenue 217,712 227,067 Cost of sales 191,052 195,450 Gross profit 26,659 31,617 Selling, general and administrative expenses 15,419 16,360 Operating income(△) 11,240 15,256 Non-Operating income Interest income 177 227 Rent income 184 179 Foreign exchange gain 351 - Other income 426 273 Total non-operating income 1,139 681 Non-operating expense Foreign exchange loss - 196 Expenses for idle assets 26 31 Other expense 28 31 Total Non-operating expense 55 260 Ordinary income(△) 12,324 15,677 Extraordinary income Profit from sales of shares of subsidiaries - 369 Gain on redemption of investments 73 - Profit from transfer of business - 178 Received Compensation of Damages 21 103 Insurance proceeds - - Other 3 19 Total Extraordinary income 97 671 Extraordinary loss Impairment loss 85 96 Loss on disaster - - Loss on disposal of fixed assets 23 62 Loss on removal of fixed assets 38 52 Expenses for business alinement - 154 Other 17 17 Total Extraordinary loss 165 383 Income before income taxes(△) 12,256 15,965 Income taxes-current 3,381 4,350 Income taxes-deferred △3,298 1,113 Total Income taxes-current 82 5,463 Net income (△) 12,173 10,501 Profit attributable to non-controlling interests 12 31 Profit attributable to owners of parent 12,160 10,470 (Consolidated Statements of Comprehensive Income) (Unit: Million ¥) Consolidated fiscal year from April 1, 2014 to March 31, 2015 Consolidated fiscal year from April 1, 2015 to March 31, 2016 Net income 12,173 10,501 Other comprehensive income Valuation difference on available-for-sale securities 214 △169 Revaluation reserve for land 162 75 Foreign currency translation adjustment 20 △14 Remeasurements of defined benefit plans 1,517 △1,562 Total other comprehensive income 1,915 △1,670 Comprehensive income 14,088 8,831 (Details) Comprehensive income attributable to owners of the parent 14,075 8,800 Comprehensive income attributable to non-controlling interests 12 31 ③ Consolidated Statements of Changes in Shareholders’ Equity The previous consolidated fiscal year (from April 1, 2014 to March 31, 2015) （Unit: million yen） Shareholder’s equity Capital stock Capital surplus Retained earnings Treasury stock Total shareholder’s equity Balance at the beginning of current period 7,803 7,813 62,867 △704 77,780 Cumulative impact due to amendment account policy - - 4,939 - 4,939 Opening balance afar amend of policy 7,803 7,813 67,806 △704 82,719 Change of items during the period Changes in equity of the parent company related to transactions with non-controlling shareholders Dividends from surplus - - △955 - △955 Profit attributable to owners of parent 12,160 12,160 Reversal of revaluation reserve for land - - 3 - 3 Purchase of treasury stock - - - △15 △15 Disposal of treasury stock - 0 - 0 0 Change of scope of consolidation 65 65 Net changes of items other than shareholder’s equity Total changes of items during the period - 0 11,274 △15 11,253 Balance at the end of current period 7,803 7,813 79,081 △719 93,978 Accumulated Other Comprehensive Income Non-controlling interest Total Net asset Valuation difference on available-for-sale securities Revaluation reserve for land Foreign currency translation adjustment Remeasurements of defined benefit plans Total Balance at the beginning of current period 132 △2,563 - △1,437 △3,868 520 74,431 Cumulative impact due to amendment account policy 4,939 Opening balance after amend of policy 132 △2,563 - △1,437 △3,868 496 79,371 Change of items during the period Changes in equity of the parent company related to transactions with non-controlling shareholders - Dividends from surplus - - - - △955 Profit attributable to owners of parent 12,160 Reversal of revaluation reserve for land 3 Purchase of treasury stock - - - - △15 Disposal of treasury stock - - - - - 0 Change of scope of consolidation 65 Net changes of items other than shareholder’s equity 214 158 32 1,517 1,922 11 1,934 Total changes of items during the period 214 158 32 1,517 1,922 11 1,934 Balance at the end of current period 346 △2,404 32 80 △1,945 531 92,564. The current consolidated fiscal year (from April 1, 2015 to March 31, 2016) （Unit: million yen） Shareholder’s equity Capital stock Capital surplus Retained earnings Treasury stock Total shareholder’s equity Balance at the beginning of current period 7,803 7,813 79,081 △719 93,978 Cumulative impact due to amendment account policy - Opening balance after amend of policy 7,803 7,813 79,081 △719 93,978 Change of items during the period Changes in equity of the parent company related to transactions with non-controlling shareholders 0 0 Dividends from surplus △1,034 - △1,034 Profit attributable to owners of parent 10,470 10,470 Reversal of revaluation reserve for land 30 30 Purchase of treasury stock - - - △32 △32 Disposal of treasury stock - 0 - 0 0 Change of consolidation account - Net changes of items other than shareholder’s equity Total changes of items during the period - 0 9,466 △32 9,434 Balance at the end of current period 7,803 7,813 88,548 △752 103,413 Accumulated Other Comprehensive Income Non-controlling interest Total Net asset Valuation difference on available-for-sale securities Revaluation reserve for land Foreign currency translation adjustment Remeasurements of defined benefit plans Total Balance at the beginning of current period 346 △2,404 32 80 △1,945 531 92,564 Cumulative impact due to amendment account policy - Opening balance after amend of policy 346 △2,404 32 80 △1,945 531 92,564 Change of items during the period Changes in equity of the parent company related to transactions with non-controlling shareholders 0 Dividends from surplus - - - - - △1,034 Profit attributable to owners of parent - - - - - 10,470 Reversal of revaluation reserve for land 30 Purchase of treasury stock △32 Disposal of treasury stock 0 Changes of consolidation - Net changes of items other than shareholder’s equity △169 44 △14 △1,562 △1,701 △497 △2,198 Total changes of items during the period △169 44 △14 △1,562 △1,701 △497 7,236 Balance at the end of current period 177 △2,359 17 △1,481 △3,646 34 99,801 ④ Consolidated Statements of Cash Flows (Unit: Million ¥) Consolidated fiscal year from April 1, 2014 to March 31, 2015 Consolidated fiscal year from April 1, 2015 to March 31, 2016 Net cash provided by (used in) operating activities Income before income taxes 12,256 15,965 Depreciation 3,138 3,178 Impairment loss 85 96 Increase in allowance for doubtful accounts (△ means decrease) 8 19 Increase in liabilities due to retirement benefits (△ means decrease) △760 △479 Increase in provision for loss on construction contracts(△ means decrease) 918 △3,531 Increase in provision for loss on disaster(△ means decrease) △35 △55 Interest and dividends income △208 △261 Interest expenses 15 11 Foreign exchange loss (△ means gain) △318 191 Equity in (earnings) losses of affiliates (△means gain) △63 - Loss (gain) on sales of property, plant and equipment (△ means gain) △2 △1 Gain on sales of subsidiaries and affiliates' stocks(△ means gain) - △355 Gain on transfer of business(△ means gain) - △178 Decrease in notes and accounts receivable-trade (△ means increase) △5,357 △12,637 Decrease in costs on uncompleted construction contracts(△means increase) 459 170 Increase in notes and accounts payable-trade (△ means decrease) 1,399 4,473 Increase in advances received on uncompleted construction contracts (△means decrease) 2,837 △1,741 Others 2,665 △1,171 Sub-total 17,036 3,694 Interest and dividends income received 201 269 Interest expenses paid △15 △11 Income taxes paid △516 △4,170 Net cash provided by (used in) operating activities 16,706 △218 Net cash provided by (used in) investment activities Payments into time deposits △1,200 △1,100 Proceeds from withdrawal of time deposits 1,110 1,400 Payments into deposits △7,300 △15,000 Proceeds from withdrawal of deposits 3,800 18,500 Purchase of short-term investment securities △5,997 - Proceeds from sales and redemption of securities 1,998 4,000 Purchase of property, plant and equipment △2,666 △6,026 Proceeds from sales of property, plant and equipment 30 15 Purchase of intangible assets △598 △1,177 Purchase of investment securities △6,001 △3,021 Proceeds from sales and redemption of investment securities 2,509 1,000 Purchase of stocks of affiliates accounted for by equity method　 - - Payments of long-term loans receivable △3 △3 Collection of long-term loans receivable 19 18 Collection of long-term deposit 1,080 80 Proceeds from sales of stocks of affiliates - 629 Proceeds from transfer of Business - 270 Others 115 △92 Net cash provided by (used in) investment activities △13,104 △508 (Unit: Million ¥) Consolidated fiscal year from April 1, 2014 to March 31, 2015 Consolidated fiscal year from April 1, 2015 to March 31, 2016 Net cash provided by (used in) financing activities Proceeds from short-term loans payable 40 - Repayments of short-term loans △95 △15 Repayments of lease obligations △10 △20 Proceeds from long-term loans payable 2,730 3,100 Repayment of long-term loans payable △2,302 △2,330 Payments of minority shareholders - - Proceeds from sales of treasury stock 0 0 Purchase of treasury stock △15 △32 Cash dividends paid △954 △1,034 Cash dividend paid to minority shareholders △1 △1 Increase (decrease) in cash and cash equivalents resulting from not without change of scope of consolidation - △527 Net cash provided by (used in) financing activities △609 △861 Effect of exchange rate change on cash and cash equivalents 309 △196 Net increase (decrease) in cash and cash equivalents (△means decrease) 3,301 △1,784 Cash and cash equivalents at beginning of period 32,153 35,494 Net increase(decrease) in cash and cash equivalents due to change of consolidation subsidiaries 39 - Cash and cash equivalents at end of period 35,494 33,709 Report of Independent Auditors and Internal Control Audit Report June 27, 2016 To the board of Directors Yurtec Corporation Ernst & Young ShinNihon LLC WATANABE Masaaki Limited partner and Engagement partner, CPA (Seal) OGAWA Takahiro Limited partner and Engagement partner, CPA (Seal) <Audit of consolidated financial statements> We have audited the accompanying consolidated financial statements, i.e. the consolidated balance sheets, the consolidated statements of income, the consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity, the consolidated statements of cash flows, a summary of significant accounting policies, and the notes to the consolidated financial statements, of YURTEC CORPORATION for the year which starts from April 1, 2015 to March 31, 2016, regarding their “status of accounting,” in order to conduct audit certification pursuant to provisions of Paragraph 1, Article 193-2 of the Financial Instruments and Exchange Law. Management’s Responsibility for the Consolidated Financial statements The group’s management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material misstatements, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit of the consolidated financial statements is not to express an opinion on the effectiveness of the entity’s internal control, but in marking these risk assessments the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We have evaluated that the audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of YURTEC CORPORATION and consolidated subsidiaries as of March 31, 2016 and the result of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in Japan. <Report on the Management’s report> We have audited the accompanying Management’s Report on internal control over financial reporting for the consolidated financial statements as at March 31, 2016, in order to conduct audit certification pursuant to provisions of Paragraph 2, Article 193-2 of the Financial Instruments and Exchange Law. Management’s Responsibility for the Management’s Report The group’s management is responsible for designing and operating internal control over financial reporting, and the preparation and fair presentation of the internal control audit report. Internal control over financial reporting may not prevent or detect misstatements. Auditors Responsibility Our responsibility is to express an opinion on the internal control audit report based on our audit. We conducted our internal control audit in accordance with auditing standards for internal control over financial reporting generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the internal control audit report are free from material misstatement. An internal control audit involves performing procedures to obtain audit evidence about the management’s assessment on internal control over financial reporting in the internal control audit report. The procedures selected depend on the auditor’s judgment, including materiality of effect on the reliability of financial reporting. An internal control audit includes examining the overall presentation of the internal control audit report, including disclosures on scope, procedures and conclusions of management’s assessment of internal control over financial reporting. We have evaluated that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our internal control audit opinion. Opinion In our opinion, the Management’s Report referred to above, which represents that internal control over financial reporting of the internal control audit report as at March 31, 2016 is effective, presents fairly, in all material respects, management’s assessment on internal over financial reporting for the consolidated financial statements in conformity with standards for assessment of internal control over financial reporting generally accepted in Japan. Particular Interest There are no interest relationships between the Company and us that need to be noted pursuant to the provisions of the Certified Public Accountants Law. The subject ends herewith Report of Independent Auditors June 27, 2016 To the board of Directors Yurtec Corporation Ernst & Young ShinNihon LLC WATANABE Masaaki Limited partner and Engagement partner, CPA (Seal) OGAWA Takahiro Limited partner and Engagement partner, CPA (Seal) We have audited the accompanying non-consolidated financial statements, i.e. the statements of income, the balance sheets, statements of changes in shareholders’ equity, a summary of significant accounting policies, and the notes to non-consolidated financial statements, of YURTEC CORPORATION for the 102th fiscal year which starts from April 1, 2015 to March 31, 2016, regarding their “status of accounting,” in order to conduct audit certification pursuant to provisions of Paragraph 1, Article 193-2 of the Financial Instruments and Exchange Law. Management’s Responsibility for Financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal control as management determine is necessary to enable the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. The purpose of an audit of the financial statements is not to express an opinion on the effectiveness of the entity’s internal control, but in marking these risk assessments the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We have evaluated that the audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of YURTEC CORPORATION as of March 31, 2016, and the result of its operations for the years then ended in conformity with accounting principles generally accepted in Japan. Particular Interest There are no interest relationships between the Company and us that need to be noted pursuant to the provisions of the Certified Public Accountants Law. The subject ends herewith