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Annual Report 2015 日信工業株式会社|株主・投資家情報|Annual Report

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(1)

NISSIN KOGYO CO., LTD.

Annual Review 2015

(2)

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Financial Highlights

Nissin Kogyo Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2014 and 2015

Contents

00

Financial Highlights

01

Message from the President

02

New Adoptions of Our Products

04

Corporate Governance

05

Environmental Policies

06

Financial Review

08

Consolidated Balance Sheets (Unaudited) Consolidated Statements of

Changes in Net Assets (Unaudited)

10

Consolidated Statements of Income (Unaudited)

Consolidated Statements of Comprehensive Income (Unaudited)

11

Consolidated Statements of

Cash Flows (Unaudited)

12

Network

13

Corporate Data

Net Sales/Operating Income (¥ millions)

Total Assets/Net Assets (¥ millions)

Net Income (¥ millions)

Total Assets Net Assets Net Sales (left scale)

Operating Income (right scale)

M i l l i o n s o f y e n

T h o u s a n d s o f U .S . d o l l a r s

2014 2015 2015

For the year:

Net sales ¥220,868 ¥227,836 $1,895,947

Operating income 19,417 17,584 146,326

Income before income taxes and minority interests 21,845 19,995 166,389

Net income 12,200 10,446 86,927

At year-end:

Total assets ¥177,540 ¥199,171 $1,657,410

Net assets 129,591 148,844 1,238,612

Per share (yen and U.S. dollars):

Net income—primary ¥ 188.14 ¥ 160.93 $ 1.34

Cash dividends paid 40.00 40.00 0.33

(3)

Message from the President

Thank you to all of our

shareholders for your continuing encouragement and support.

The Nissin Kogyo Group is working to enhance its underlying competitiveness and establish a foundation for future growth by developing and providing products that are smaller and lighter, create cutting-edge value, and offer environmental friendliness and safety.

Business Results for the Year

Our business results for the year under review were as follows. In Japan, revenues decreased, reflecting the powerful impact of a fall-back in demand following a surge ahead of the consumption tax increase in April 2014. Profits were affected by the decline in revenues and an increase in R&D expenditures, tracking lower year on year despite the effect of lower costs and product warranty-related expenses. In North America, revenues increased year on year, owing mainly to the launch of new products and expansion of products for motorcycles, as well as the impact of foreign exchange rates. Profits also climbed year on year, thanks to the effects of higher revenues and foreign exchange rates, which outweighed the impact of starting a new plant in Mexico. In Asia, revenues and profits rose year on year, thanks to solid demand growth in Indonesia for motorcycles as well as increased auto mobile production by our customers. On the other hand, revenues fell in China due to the effect of intensifying competi-tion and in Thailand due to a drop in sales following the abolicompeti-tion of a tax rebate on automobile sales and a slowdown in economic growth. In South America and Europe, revenues and profits declined year on year, with sales decreasing in the lackluster Brazilian automobile market, a one-off extraordinary expense, and an increase in costs.

As a result, in the fiscal year ended March 31, 2015, consolidated net sales increased 3.2% year on year to ¥227,836 million, operating income fell 9.4% to ¥17,584 million, ordinary income fell 7.5% to ¥20,068 million, and net income fell 14.4% to ¥10,446 million.

Forecasts for the Fiscal Year Ending March 31, 2016 and Economic Conditions in Each Area

As regards the outlook for the economy in the coming fiscal year, for the U.S. economy, despite an underlying recovery trend, there are concerns over downside risks due to a deterioration in corporate confidence given restrained investment due to low oil prices and the appreciation of the dollar. In Europe, the economy is on a gradual recovery trajectory supported by the European Central Bank’s mon-etary easing initiatives. Nevertheless, there are concerns that factors such as the Greek debt crisis and the difficult situation in Ukraine could cause a downturn. In China, the government’s structural reform policies have maintained brisk consumption activity; however, eco-nomic growth is expected to falter as export growth is hampered by a decline in price competitiveness driven by factors such as rising labor costs and corporate earnings deteriorate. Nevertheless, the slowdown could be avoided by use of measures such as monetary easing. Look-ing at the ASEAN region, in Thailand, consumption continues to recover amid improving consumer sentiment and an ongoing favor-able employment environment. In Indonesia, expanded infrastructure investment is expected to support the economy. However, there are fears that household budgets may come under pressure from a rise in gasoline prices due to scrapping of subsidies and other rising prices.

In India, consumption and investment is improving due to the decline in oil prices and other factors; however, it will take time for infrastruc-ture upgrades and systematic reforms to be completed, and the pace of monetary easing has been cautious. As a result, the pace of real economic growth is expected to be mild at best. In Brazil, as the country rebuilds its finances, there are risks of an economic slump due to the removal of fuel tax exemptions and low prices for resource exports, as well as political turmoil due to corruption. The country will probably find it difficult to break free from low growth. The Japanese economy is expected to recover but only gradually. Internal demand will provide support as the effects of the consumption tax increase run their course and the employment environment is improving due to the weak yen and low oil prices boosting corporate earnings, as well as the effects of government policies. On the other hand, consumer sentiment continues to flag under the impact of price increases.

Automobile Markets

Automobile sales in the U.S. are expected to continue to be firm as the economy gradually improves, along with the effects of a drop in gasoline prices and low interest rates. In the European market, auto-mobile sales are expected to continue recovering gradually, with replacement demand beginning to emerge in reaction to the restraint that has dominated until recently. In the Chinese market, the sales trend will bear watching going forward, as competition intensifies while the pace of market growth slackens following the slowdown in the economy. In the ASEAN region, automobile sales in Thailand are expected to lack vigor, with the gradual recovery in the economy offset by the effects of increased household debt. In Indonesia, on the other hand, the market slump is forecast to continue due to the effects of the removal of a fuel subsidy and a rise in prices. In India, automo-bile sales are gradually beginning to recover now that the economy has bottomed out; however, the high policy interest rate and other factors are expected to limit the pace of recovery. In Brazil, sales of automobiles and motorcycles are expected to continue to lack luster due to the stagnating economy. In Japan, automobile sales are expected to decline from the previous fiscal year, the inevitable consequence of an increase in compact vehicle taxes and tightening of the standards for eco-car tax reductions.

Introduction of IFRS

The Group has decided to voluntarily introduce International Financial Reporting Standards (IFRS) from the fiscal year ending March 31, 2016. The new standards should make it easier for the capital markets to compare our financial information internationally and increase the quality of business management in our Group companies.

In light of this operating environment and the recent production trends of our main business partners, our business results forecast for the fiscal year ending March 31, 2016 under IFRS are for net sales of ¥220,000 million, operating income of ¥18,000 million, income before income taxes and minority interests of ¥19,000, net income of ¥14,500 million, and comprehensive income attributable to owners of parent of ¥10,500 million.

I would like to thank our shareholders for their continuing support.

August 2015

(4)

Honda’s Grace and Jade models employ our r

egenerative cooperative

brake systems, which impr

ove cars’ fuel economy.

The Nissin Kogyo Group constantly strives to keep one step ahead of changes in the world by conducting research and development activities in order to create new product families that can contribute to safety and envi-ronmental performance, while meeting the needs of customers and society. In Japan, Group efforts are centered on basic brake and mechatronics auto-mated control systems and aluminum products, primarily for motorcycles and automobiles. In these areas, we aim to

reduce weight, improve fuel efficiency, and develop products that contribute to better safety and comfort, as well as develop materials and manufacturing processes, all from a global perspec-tive. We are also responding to needs related to achieving a low-carbon soci-ety by developing products, materials and manufacturing processes that can help to reduce CO2 emissions.

We are enhancing our research and development platform to advance these activities more quickly.

Research and

Development Activities

Automobile Business

Regenerative cooperative brake: TMOC

Regenerative cooperative brake: BOS

Grace

Jade

New Adoptions of Our Products

(5)

Aluminum casting products from Nissin Brake Vietnam Co., Ltd. have been incorporated in the Honda Tact.

R&D Expenditures/ Ratio to Net Sales (¥ millions/%)

R&D Expenditures (left scale) Ratio to Net Sales (right scale) Specifically, as a form of computerized

assessment, we are working on development initiatives utilizing CAE analysis (strength, action confirmation, casting defects, brake screeching, etc.) and simulation technology (ABS using HILS and ESC program diagnostics).

In North America, we are develop-ing basic brake systems, mechatronics automated control systems and alumi-num products tailored to the needs of regional customers and society. In tandem, we are conducting market

surveys to identify needs and trends in this region.

Nissin Kogyo’s Development Division is the key driver of the Group’s research and development. R&D expenditures in the year under review were ¥8,605 million; by geographic segment, Japan accounted for ¥8,021 million and North America for ¥584 million.

Motorcycle Business

15 11 12 13 14

0 3,000 6,000 9,000

0

3.0 6.0 9.0

Front panel brake assembly

Lever Rear brake shoe set

Holder Bracket assembly for

interlocking brake

Cylinder head cover

Aluminum casting pr

oducts

(6)

The Corporate Governance Structure

(As of June 15, 2015) Board of Directors

Compliance Committee Corporate Ethics Improvement Proposal Office Board of Auditors

Management Committee

Business Management Division

Production and Purchasing Division

Development Division Quality Assurance Department

Marketing Division

Internal Auditing Office

Local Bases

Overview of Nissin Kogyo’s Organization and Development of Internal Control Systems

N i s s i n K o g y o ’s B o a r d o f D i rectors comprises 10 directors, and its role is to deliberate upon legal matters and major

management issues. The Management Committee comprises 9 directors, and its role is to conduct prior deliberation

on matters to be brought up for discussion in the Board of Directors meetings, as well as to sufficiently deliberate upon

important matters of management, share management issues and decide upon measures to solve those issues.

Nissin Kogyo has a Board of Auditors in accordance with the Companies Act. The Board of Auditors comprises four

corporate auditors, two of whom are outside auditors. Corporate auditors attend meetings of the Board of Directors

and the Management Committee, and it is their job to audit the status of management’s execution of duties.

The Internal Auditing Office appoints five full-time corporate auditors and concurrent corporate auditors elected

from the accounting field to form an Independent Operation Auditing Department. The job of this department is to

provide support in the execution of internal auditing and to respond to requests from corporate auditors. In internal

auditing, the Internal Auditing Office conducts audits of all domestic divisions on a twice-yearly basis, along with

conducting regular audits of overseas bases.

The system for execution of operations is modeled on a high standard of effectiveness and efficiency and utilizes

the cooperation of the four headquarters and overseas bases.

Basic Philosophy

The Group implements corporate governance based on its guidelines and rules of conduct, including its basic principle, “Rich in spirit. A company that contributes,” and its mission statement, “Always stay ahead of changes in the world and provide superior products, technologies and ideas to meet the needs of customers and society.”

Classiication Total compensation paid

(Millions of yen)

Total compensation paid by type (Millions of yen) Number of recipients (Persons)

Basic compensation Bonus

Directors 321 266 55 11

Corporate auditors

(Excluding outside corporate auditors) 47 37 10 2

Outside director and corporate auditors 6 6 — 3

Details of Director and Corporate Auditor Remuneration

(7)

Environmental Policy of Nissin Kogyo

In June 1998, Nissin Kogyo formulated its Environmental Policy to promote environmental protection activities. Every

member of the Group is working together toward the formation of a recycling-oriented, sustainable society.

Environmental Protection Activities

Aiming to establish environmental friendly plants that contribute to the reduction of CO2 emissions, Nissin Kogyo is

promoting the introduction of cogeneration facilities that use natural gas. This system generates electricity to be used

by our plants from natural gas. We also effectively utilize the hot water and heat produced by these systems. The first of

our factories to introduce a cogeneration facility was the Ueda Plant in July 2004. This was followed by the introduction

of the same system at the Naoetsu Plant and the Tobu Plant.

In addition to using the electricity generated by these systems for plant operations, we also effectively utilize the

hot water and heat produced for the cooling and heating systems of our Corporate Headquarters and the Ueda Plant.

At the Naoetsu Plant, the electricity generated is used at the new plant for automobile parts, with the hot water and

surplus heat utilized not only in alumite treatment and surface treatment processes, but also to melt snow in winter.

Environmental Initiatives

Nissin Kogyo positions environmental issues among management’s most important challenges, and has taken a progressive approach to environmental protection activities. Beyond providing customers with resource- and energy-saving products, the Nissin Kogyo Group concentrates wholeheartedly on the environment and safety, and is developing a framework for further environmental protection

Cogeneration facility of the Tobu Plant

Environment-Friendly Products

Nissin Kogyo develops and manufactures a wide range of environment-friendly products. For instance, we have successfully completed the following product development projects: 1) product modifications to improve fuel efficiency through weight reduction, 2) reduction of industrial waste through the use of recycled materials, 3) reduction of environmentally hazardous substances, 4) fuel-efficiency improve-ment through new devices, and 5) reduction of energy used in manufacturing.

(8)

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0 10,000

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Business Results

In the fiscal year ended March 31, 2015, consolidated net sales

increased 3.2% to ¥227,836 million. Operating income declined 9.4%

to ¥17,584 million, while ordinary income declined 7.5% to ¥20,068

million. Net income decreased 14.4% to ¥10,446 million.

Net income per share decreased from ¥188.14 in the previous

year to ¥160.93. Nissin Kogyo paid a year-end dividend of ¥20

(full-year dividend of ¥40) per share as planned.

Breakdown by Geographic Segment

Japan

In Japan, net sales declined by 4.0% year on year to ¥49,568 million,

mainly due to a decline in demand for automobile products, despite

the effects of an increase in production of regenerative cooperative

brake systems.

Operating income declined by 25.8% year on year to ¥3,977

million. The main contributing factors were a decline in sales and an

increase in R&D expenditures, despite a decrease in product

warranty-related expenses and the effect of lower costs.

North America

Net sales increased 14.7% year on year to ¥65,594 million, mainly

reflecting growth in sales of mechatronics and motorcycle products,

as well as foreign exchange effects.

Operating income also increased, rising 42.5% year on year to

¥1,022 million. This result primarily reflected an improved product

lineup and foreign exchange effects, despite higher costs and the

impact of starting operations at a plant in Mexico.

Asia

Net sales increased by 0.9% year on year to ¥97,294 million. The

increase was mainly due to growth in the motorcycle market and

expansion in automobile production among our customers in

Indonesia, as well as foreign exchange effects. These factors were

partially offset by the impact of a fallback in demand in reaction to

the abolition of a tax rebate on automobile sales and an economic

slowdown in Thailand.

Operating income climbed 5.0% year on year to ¥13,074 million.

This mainly reflected higher sales in Indonesia and lower costs,

despite the effects of a decline in revenue in Thailand and foreign

exchange effects associated with the Indonesian rupiah.

South America and Europe

Net sales declined 1.9% year on year to ¥15,380 million, mainly

reflecting the lackluster Brazilian automobile market as well as the

impact of foreign exchange rates, despite an increase in sales of

two-wheeled vehicles to Europe.

Net Income per Share—Primary

(¥)

Net Sales by Geographic Segment (¥ millions)

Capital Expenditures/ Depreciation and Amortization (¥ millions)

Japan North America Asia South America and Europe

(9)

15 11 12 13 14

0 40

20 60 80 100

15 11 12 13 14

0 5 10 15

15 11 12 13 14

–20,000 –10,000 0 10,000 20,000 30,000 Operating loss was ¥336 million, a decline of ¥933 million from

operating income recorded in the previous fiscal year. The main

factors were a one-off extraordinary expense and an increase in costs.

Capital Expenditures

The Nissin Kogyo Group makes investments primarily to augment

production capacity, reform business structure, conduct R&D, and

launch new products in business segments where longer-term growth

is anticipated. Capital expenditures in the year under review were

¥11,658 million. During the fiscal year under review, the Company sold

a factory site in Tomi City, Nagano Prefecture for ¥1,326 million.

Financial Position

Current assets as of March 31, 2015 were up ¥14,593 million from the

previous fiscal year-end to ¥114,744 million, primarily due to an

increase in cash and bank deposits. Non-current assets were up

¥7,038 million from the previous fiscal year-end to ¥84,427 million,

mainly due to an increase in property, plant and equipment. As a

result, total assets at the fiscal year-end came to ¥199,171 million, up

¥21,631 million from the previous fiscal year-end.

Current liabilities were up ¥161 million from the previous fiscal

year-end to ¥40,159 million. Long-term liabilities were up ¥2,217

million to ¥10,169 million from the previous fiscal year-end, mainly due

to an increase in reserve for retirement benefits. As a result, total

liabili-ties were ¥50,327 million, an increase of ¥2,379 million from the

previ-ous fiscal year-end.

Net assets were up ¥19,252 million from the previous fiscal

year-end to ¥148,844 million, principally due to increases in foreign

currency translation adjustments and retained earnings.

Cash Flows

Cash and cash equivalents (“cash”) as of March 31, 2015 stood at

¥35,440 million, up ¥5,190 million from the previous fiscal year-end. The

increase reflects an increase in income before income taxes and

minor-ity interests, as well as a decline in cash due to capital expenditures.

Net cash provided by operating activities was ¥18,325 million.

Principle items included income before income taxes and minority

interests and depreciation and amortization.

Net cash used in investing activities was ¥12,202 million. The

principal item was capital investment.

Net cash used in financing activities was ¥3,809 million. This was

mainly due to dividends paid.

The Company will allocate internal reserves to capital needs for

product development essential for future growth and business expansion.

Shareholders’ Equity Ratio

(%)

Return on Equity

(%)

Cash Flows

(¥ millions)

(10)

Millions of yen

Thousands of U.S. dollars

ASSETS 2014 2015 2015

Current assets:

Cash and bank deposits ¥ 31,129 ¥ 37,698 $ 313,706

Notes and accounts receivable 32,322 35,631 296,505

Marketable securities 6,000 6,213 51,702

Inventories 24,117 28,561 237,672

Deferred income taxes 1,996 1,472 12,249

Prepaid expenses and other current assets 4,601 5,174 43,056

Allowance for doubtful accounts (15) (6) (50)

Total current assets 100,151 114,744 954,847

Property, plant and equipment:

Land 6,423 6,353 52,867

Buildings and structures 24,790 29,149 242,565

Machinery and equipment 102,370 118,371 985,030

Vehicles and fixtures 23,115 26,196 217,991

Lease assets 237 141 1,173

Construction in progress 5,421 5,097 42,415

162,356 185,307 1,542,040

Accumulated depreciation (105,735) (120,439) (1,002,238)

Property, plant and equipment, net 56,620 64,868 539,802

Investments and other assets:

Investment securities 17,100 16,188 134,709

Deferred income taxes 231 238 1,981

Other assets 1,734 1,006 8,371

Allowance for doubtful accounts (0) — —

Total investments and other assets 19,066 17,432 145,061

Total assets ¥ 177,540 ¥ 199,171 $ 1,657,410

Note: U.S. dollar amounts have been translated from yen for convenience only, at the rate of ¥120.17=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2015.

Millions of yen

Shareholders’ equity Valuation, translation adjustments and others

Common

stock Capital surplus Retained earnings Treasury stock

Total shareholders’ equity

Net unrealized holding gain on investment securities

Deferred gains or losses on hedges

Foreign currency translation adjustments

Remeasure-ments of

defined benefit plans

Total valuation, translation adjustments

and others interestsMinority Total net assets

Balance as of March 31, 2014 ¥3,694 ¥3,451 ¥ 98,381 ¥(786) ¥104,740 ¥7,496 ¥ 11 ¥(3,511) ¥421 ¥ 4,417 ¥20,434 ¥129,591

Cumulative effects of changes in

accounting policies (1,883) (1,883) (1,883)

Restated balance 3,694 3,451 96,498 (786) 102,857 7,496 11 (3,511) 421 4,417 20,434 127,709

Changes in the period:

Dividends (2,596) (2,596) (2,596)

Net income 10,446 10,446 10,446

Purchase of treasury stock (0) (0) (0)

Cancellation of treasury stock 25 93 118 118

Increase (decrease) in treasury stock due to changes in equity among associates

accounted for by the equity method (132) (132) (132)

Net changes of items other than

shareholders’ equity 1,354 (11) 6,521 88 7,951 5,348 13,299

Total changes in the period — 25 7,718 93 7,836 1,354 (11) 6,521 88 7,951 5,348 21,135

Balance as of March 31, 2015 ¥3,694 ¥3,476 ¥104,216 ¥(693) ¥110,693 ¥8,850 — ¥ 3,010 ¥509 ¥12,369 ¥25,782 ¥148,844

Consolidated Balance Sheets

(Unaudited)

Consolidated Statements of Changes in Net Assets

(Unaudited)

Nissin Kogyo Co., Ltd. and Consolidated Subsidiaries March 31, 2014 and 2015

(11)

Millions of yen

Thousands of U.S. dollars

LIABILITIES AND NET ASSETS 2014 2015 2015

Current liabilities:

Notes and accounts payable ¥ 28,749 ¥ 28,388 $ 236,232

Short-term borrowings 4,826 6,215 51,718

Accrued expenses 1,718 735 6,116

Accrued income taxes 1,354 991 8,247

Other current liabilities 3,351 3.830 31,872

Total current liabilities 39,997 40,159 334,185

Long-term liabilities:

Deferred income taxes 5,560 5,206 43,322

Retirement benefits for directors and corporate auditors 142 170 1,415

Net defined benefit liability 800 3,048 25,364

Other long-term liabilities 1,449 1,744 14,513

Total long-term liabilities 7,951 10,169 84,622

Net assets:

Shareholders’ equity: Common stock:

Authorized: 150,000,000 shares Issued: 65,452,143 shares in 2014

Issued: 65,452,143 shares in 2015 3,694 3,694 30,740

Capital surplus 3,451 3,476 28,926

Retained earnings 98,381 104,216 867,238

Treasury stock, at cost:

466,900 shares in 2014 and 466,900 shares in 2015 (786) (693) (5,767)

Total shareholders’ equity 104,740 110,693 921,137

Valuation, translation adjustments and others:

Net unrealized holding gain on investment securities 7,496 8,850 73,646

Deferred gains or losses on hedges 11 — —

Foreign currency translation adjustments (3,511) 3,010 25,048

Remeasurements of defined benefit plans 421 509 4,236

Total valuation, translation adjustments and others 4,417 12,369 102,929

Minority interests 20,434 25,782 214,546

Total net assets 129,591 148,844 1,238,612

Total liabilities and net assets ¥177,540 ¥199,171 $1,657,410

Thousands of U.S. dollars

Shareholders’ equity Valuation, translation adjustments and others

Common

stock Capital surplus Retained earnings Treasury stock

Total shareholders’ equity

Net unrealized holding gain on investment securities

Deferred gains or losses on hedges

Foreign currency translation adjustments

Remeasure-ments of

defined benefit plans

Total valuation, translation adjustments

and others interestsMinority Total net assets

Balance as of March 31, 2014 $30,740 $28,718 $818,682 $(6,541) $871,599 $62,378 $ 92 $(29,217) $3,503 $ 36,756 $170,042 $1,078,397

Cumulative effects of changes in

accounting policies (15,669) (15,669) (15,669)

Restated balance 30,740 28,718 803,012 (6,541) 855,929 62,378 92 (29,217) 3,503 36,756 170,042 1,062,736

Changes in the period:

Dividends (21,603) (21,603) (21,603)

Net income 86,927 86,927 86,927

Purchase of treasury stock (0) (0) (0)

Cancellation of treasury stock 208 774 982 982

Increase (decrease) in treasury stock due to changes in equity among associates

accounted for by the equity method (1,098) (1,098) (1,098)

Net changes of items other than

shareholders’ equity 11,267 (92) 54,265 732 66,165 44,504 110,668

Total changes in the period — 208 64,226 774 65,208 11,267 (92) 54,265 732 66,165 44,504 175,876

Balance as of March 31, 2015 $30,740 $28,926 $867,238 $(5,767) $921,137 $73,646 — $ 25,048 $4,236 $102,929 $214,546 $1,238,612

(12)

Consolidated Statements of Income

(Unaudited)

Consolidated Statements of Comprehensive Income

(Unaudited)

Nissin Kogyo Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2014 and 2015

Nissin Kogyo Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2014 and 2015

Millions of yen

Thousands of U.S. dollars

2014 2015 2015

Net sales ¥220,868 ¥227,836 $1,895,947

Cost of sales 187,998 197,334 1,642,124

Gross profit 32,871 30,502 253,824

Selling, general and administrative expenses 13,454 12,918 107,498

Operating income 19,417 17,584 146,326

Other income (expenses):

Interest and dividend income 931 1,300 10,818

Interest expense (55) (71) (591)

Foreign exchange gain (loss), net 1,012 1,113 9,262

Gain on sale of securities 610 — —

Loss on disposal of fixed assets (130) (174) (1,448)

Equity in earnings of affiliates (106) (59) (491)

Other, net 167 302 2,513

Other income, net 2,428 2,410 20,055

Income before income taxes and minority interests 21,845 19,995 166,389

Income taxes:

Current 4,173 4,200 34,950

Deferred 1,311 804 6,691

Income before minority interests 16,360 14,991 124,748

Minority interests 4,160 4,545 37,821

Net income ¥ 12,200 ¥ 10,446 $ 86,927

Note: U.S. dollar amounts have been translated from yen for convenience only, at the rate of ¥120.17=U.S.$1, the approximate Tokyo foreign exchange market rate as of March 31, 2015.

Millions of yen

Thousands of U.S. dollars

2014 2015 2015

Income before minority interests ¥16,360 ¥14,991 $124,748

Other comprehensive income:

Net unrealized holding gain on investment securities 324 1,354 11,267

Deferred gains or losses on hedges 11 (11) (92)

Foreign currency translation adjustments 5,685 9,616 80,020

Remeasurements of defined benefit plans, net tax — 1 8

Share of other comprehensive income of associates accounted for

by the equity method 53 21 175

Total other comprehensive income 6,073 10,980 91,371

Comprehensive income ¥22,434 ¥25,971 $216,119

(Comprehensive income attributable to)

Comprehensive income attributable to owners of the parent ¥17,876 ¥18,397 $153,091

Comprehensive income attributable to minority interests 4,558 7,573 63,019

(13)

Consolidated Statements of Cash Flows

(Unaudited)

Nissin Kogyo Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2014 and 2015

Millions of yen

Thousands of U.S. dollars

2014 2015 2015

Cash flows from operating activities:

Income before income taxes and minority interests ¥ 21,845 ¥ 19,995 $ 166,389

Depreciation and amortization 8,032 9,474 78,838

Amortization of negative goodwill (1) — —

Decrease in allowance for doubtful accounts 11 (11) (92)

Increase (decrease) in allowance for directors’ bonuses 37 22 183

Increase in allowance for product warranties (1,129) (1,003) (8,347)

Increase in accrued retirement benefits (1,287) — —

Increase in retirement benefits for directors and corporate auditors 8 6 50

Decrease (increase) in retirement benefit assets (418) 418 3,478

Increase (decrease) in retirement benefit liabilities 1,574 (728) (6,058)

Interest and dividend income (931) (1,300) (10,818)

Interest expense 55 71 591

Foreign exchange gain, net (131) (20) (166)

Equity in earnings of affiliates 106 59 491

Loss on sales of property, plant and equipment (39) (101) (840)

Loss on disposal of property, plant and equipment 130 174 1,448

Impairment loss 376 — —

Loss (gain) on valuation of short-term and long-term investment securities (610) — —

Increase in notes and accounts receivable—trade (3,912) (235) (1,956)

Increase in inventories (752) (1,464) (12,183)

Increase in notes and accounts payable—trade 1,269 (3,039) (25,289)

Increase in accounts payable 1,002 (900) (7,489)

Other, net 407 464 3,861

Subtotal 25,642 21,883 182,100

Interest and dividends received 932 1,301 10,826

Interest paid (55) (71) (591)

Income taxes paid (4,118) (4,788) (39,844)

Net cash provided by operating activities 22,401 18,325 152,492

Cash flows from investing activities:

Decrease in time deposits (58) (1,161) (9,661)

Decrease in marketable securities (2,000) 0 0

Purchases of property and equipment (13,172) (11,663) (97,054)

Proceeds from sale of property and equipment 197 1,394 11,600

Purchases of intangible assets (299) (835) (6,948)

Purchases of investment securities (1,085) (71) (591)

Proceeds from the sale of investment securities 715 — —

Payments of loans receivable (1,133) — —

Other, net (103) 134 1,115

Net cash used in investing activities (16,940) (12,202) (101,539)

Cash flows from financing activities:

Decrease in short-term borrowings 1,819 468 3,894

Repayments of finance lease obligations (221) (25) (208)

Dividends paid (2,464) (2,596) (21,603)

Dividends paid to minority shareholders (1,853) (2,225) (18,515)

Other, net 494 568 4,727

Net cash used in financing activities (2,225) (3,809) (31,697)

Effect of exchange rate changes on cash and cash equivalents 684 1,743 14,504

Net increase in cash and cash equivalents 3,920 4,057 33,761

Cash and cash equivalents at beginning of year 26,331 30,251 251,735

Cash and cash equivalents from newly consolidated subsidiaries — 1,133 9,428

Cash and cash equivalents at end of year ¥ 30,251 ¥ 35,440 $ 294,916

(14)

Network

Naoetsu Plant

Corporate Headquarters and Ueda Plant Tobu Plant Nagano R&D Center Tochigi R&D Center

Nissin R&D Europe S.L.U.

Nissin Brake (Thailand) Co., Ltd. Nissin Brake Vietnam Co., Ltd.

Nissin R&D Asia Zhongshan Nissin Industry Co., Ltd.

Nissin R&D China‐Chongqing

Nissin R&D China‐Zhongshan Shandong Nissin Industry Co., Ltd.

Nissin Brake Philippines Corporation

P.T. Chemco Harapan Nusantara

Nissin Brake Ohio Inc.

Nissin Brake de Mexico, S.A. de C.V. Nissin R&D USA

Nissin Brake Georgia Inc.

Nissin Brake Do Brasil Ltda. (Manaus Plant)

[ Domestic ]

Corporate Headquarters and Ueda Plant

840 Kokubu, Ueda-city, Nagano 386-8505, Japan

Tel: +81-268-24-3111 Fax: +81-268-21-2533

Tobu Plant

801 Kazawa, Toumi-city, Nagano 389-0514, Japan

Tel: +81-268-62-1191 Fax: +81-268-62-1194

Naoetsu Plant

4370 Kamichihara, Jyoetsu-city, Niigata 942-0035, Japan

Tel: +81-255-43-1431 Fax: +81-255-43-1365

Nagano R&D Center

801 Kazawa, Toumi-city, Nagano 389-0514, Japan

Tel: +81-268-62-5293 Fax: +81-268-62-5285

Tochigi R&D Center

722-1 Fukuoka, Nasukarasuyama-city, Tochigi 321-0525, Japan

Tel: +81-287-88-1215 Fax: +81-287-88-1217

[ Overseas ]

SPAIN

Nissin R&D Europe S.L.U.

Ciencia, 33 08840

Viladecans (Barcelona), Spain

Tel: +34-902-410-999 Fax: +34-936-593-900 UNITED STATES

Nissin Brake Ohio Inc.

1901 Industrial Drive, Findlay, OH 45840, U.S.A. Tel: +1-419-425-6725 Fax: +1-419-425-6729

Nissin Brake Georgia Inc.

216 Thacker Drive, Rock Spring, GA 30739, U.S.A. Tel: +1-706-764-1239 Fax: +1-706-764-1086

Nissin R&D USA

25790 State Route 287, East Liberty, OH 43319-9500, U.S.A.

Tel: +1-937-642-7556 Fax: +1-937-642-2845 THAILAND

Nissin Brake (Thailand) Co., Ltd.

399 Mhutee 6 Chockchi-Ratchasrima Rd., Tambol Nongraveang, Amphur Muang Nakornratchasrima 30000, Thailand Tel: +66-4421-8375 Fax: +66-4421-8965

Nissin R&D Asia

Shinawatra Tower 3, 8th Floor, 1010 Viphavadi Rangsit Rd., Chatuchak, Chatuchak, Bangkok 10900, Thailand Tel: +66-2-967-7605 Fax: +66-2-967-7617 INDONESIA

P.T. Chemco Harapan Nusantara

Kawasan Industrial Jababeka Jl, Jababeka Raya Blok F No. 19-28 Cikarang 17530 Bekasi, Jawa Barat, Indonesia

Tel: +62-21-8934253 Fax: +62-21-8934256 PHILIPPINES

Nissin Brake Philippines Corporation

RBF L-2 Lot 30-B Phase 1B, First Philippines Industrial Park, Tanuan, Batangas, Philippines 4233 Tel: +63-49-576-5946 Fax: +63-43-405-6406 CHINA

Shandong Nissin Industry Co., Ltd.

273 Century Avenue, Rushan City, Shandong Province, China

Tel: +86-631-6681246 Fax: +86-631-6681325

Zhongshan Nissin Industry Co., Ltd.

No. 34.37. Jian Ye Road Torch Hi-tech Industrial Development Zone, Zhongshan City, Guangdong Province, China

Tel: +86-760-85338330 Fax: +86-760-85338331

Nissin R&D China‐Zhongshan

No. 34.37. Jian Ye Road Torch Hi-tech Industrial Development Zone, Zhongshan City, Guangdong Province, China

Tel: +86-760-85338330 Fax: +86-760-85338331

Nissin R&D China‐Chongqing

No. 204 Room, No. A Building, No. 9 Liangliu Road, BeiBU XinQu Chongqing City, China 401121 Tel: +86-0760‐23895999 VIETNAM

Nissin Brake Vietnam Co., Ltd.

Quat Luu Commune, Binh Xuyen District, Vinh Phuc Province, Vietnam

Tel: +84-211-386-6400 Fax: +84-211-386-6401 BRAZIL

Nissin Brake Do Brasil Ltda. (Manaus Plant)

AV. Dos Oitis, No. 534-Distrito Industrial, Manaus-Am, Brazil

Tel: +55-92-2121-4702 Fax: +55-92-3615-3979

Nissin Brake Do Brasil Ltda. (Sao Paulo Plant)

Rodovia Santos Dumont (SP 75), Km 23.5 Bairro Itaim Mirim, ITU-SP, Brazil

Tel: +55-11-3414-4001 Fax: +55-11-3414-4002 MEXICO

Nissin Brake de Mexico, S.A. de C.V.

Camino de acceso numero 652 Predio San Luis del Janamo

lrapuato, Guanajuato C.P.36835, Mexico Tel: Fax: +52-462-626-0308

INDIA

Nissin Brake India Pvt. Ltd.

SP-1-33-35, New Industrial Area, Phase-III, Neemrana 301705, Distt-Alwar (Rajasthan), India Tel: +91-1494-246733 Fax: +91-1494-246736

(15)

Corporate Data

(As of March 31, 2015)

Name:

Nissin Kogyo Co., Ltd.

Established:

October 1953

Paid-In Capital:

¥3,694 million

Employees:

10,592

Directors and Corporate Auditors:

(As of June 13, 2015)

President Eiji Okawara

Vice President Hideaki Yanagisawa

Senior Managing Director Naotoshi Tamai

Executive Managing Director Jyunya Takei

Directors Kenji Terada Kenji Shimizu Kazuya Sato Yuichi Ichikawa Takayoshi Shinohara Jiro Miyashita

Statutory Corporate Auditors Kiyoshi Sakashita

Makoto Horiuchi

Corporate Auditors Norimasa Oguchi Hiroyuki Negishi

Shareholdings by Shareholder Type:

◼ Other Corporations

◼ Financial Institutions ◼ Individuals and Others

◼ Foreign Companies

◼ Securities Companies

Total Shares Issued and Outstanding:

65,452,143

Number of Shareholders:

17,030

Stock Listing:

Tokyo Stock Exchange, First Section

Stock Code:

7230

Transfer Agent:

Sumitomo Mitsui Trust Bank, Limited 1-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan

40.81

11.80 21.89 24.55

0.95

Principal Shareholders:

Name

Holdings (Thousands of Shares)

Voting Rights (%)

Honda Motor Co., Ltd. 22,682 34.65

Daishin Sangyo Co., Ltd. 3,398 5.19

The Bank of New York, Mellon SA/NY 10 2,115 3.23

Naoya Miyashita 1,963 2.99

Japan Trustee Services Bank, Ltd.

(Trust Account) 1,393 2.12

The Master Trust Bank of Japan, Ltd.

(Trust Account) 1,074 1.64

CBNY-Government of Norway 981 1.50

Northern Trust Co. (AVFC)

Sub A/C Non-Treaty 820 1.25

State Street Bank & Trust Company 788 1.20 Nissin Kogyo Employee Shareholding

Association 732 1.11

(16)

NISSIN KOGYO CO., LTD.

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