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(1)

Year Ended March 31, 2017

ANNUAL REPORT 2017

(2)

1

2

4

6

8

9

10

12

13

15

16

51

Business Segments / Financial Highlights

Our Values

Special Feature

Top Message

Market Trends

Feature

Business Overview

Board Directors and Corporate Auditors

Corporate Governance

Business and Other Risks

Financial Section

Investor Information

Forward-Looking Statements: Projections of operating results and changes in the business environment provided in this report are based on information available to the management as of the date the report was prepared. As such, these projections are exposed to uncertainties and potential risks that may affect the projections, should they materialize. Readers are therefore cautioned that actual operating results and the business environment in the future may differ materially from the projections provided herein.

CONTENTS

Management Principle

Action Guidelines

At the Kyoei Steel Group, we strive to become a corporate group in harmony with society

through recycling operations that focus on the steel business and that contribute to the

development of the national economy and local communities.

SPIRIT OF CHALLENGE

We act with fairness and integrity in accordance with high ethical standards.

We cultivate a corporate culture imbued with a spirit of enterprise and innovation, eager to

embrace challenges, and enthusiastically committed to the accomplishment of ambitious goals.

We are practical and realistic.

(3)

Net sales

Operating

income

*

¥145,991

million

¥7,971

million

*Before the elimination of inter-segment transactions

0.2

%

4.5

%

31.9

%

78.2

%

10.8

%

11.0

%

63.4

%

BUSINESS SEGMENTS

FINANCIAL HIGHLIGHTS

FY2017

Domestic Steel Business

Material Recycling Business

Other Business

Overseas Steel Business

Net Sales 200,000 150,000 100,000 50,000 0 (Millions of yen)

2013 2014 2015 2016 2017

142,305 174,694 181,436 160,952 145,991 (FY)

Operating income &

Profit (loss) attributable to owners of parent

Cash dividends applicable to the year

2013

(Yen)

2014 2015 2016 2017

20 20 35 45 30 (FY) 50 40 30 20 10 0 2013

(Millions of yen)

2014 2015 2016 2017

4,343 2,0692,857 –795 11,796 6,923 13,792 7,971 8,467 4,783 (FY)

Capital expenditures & Depreciation and amortization

2013 16,000 12,000 8,000 4,000 0 (Millions of yen)

2014 2015 2016 2017

3,809 4,254 7,344 4,232 15,920 4,147 10,103 7,262 5,026 5,961 (FY)

ROA & ROE

ROA ROE

2013

(%)

2014 2015 2016 2017

2.9 2.1 6.6 5.5 –0.7 1.7 7.1 3.5 6.4 4.1 (FY)

Total assets & Net assets & Shareholders' equity to total assets

Total assets Net assets Operating Income

Profit (loss) attributable to owners of parent Shareholders' equity to total assets

Capital expenditures Depreciation and amortization

2013 250,000 200,000 150,000 100,000 50,000 0 100 50 0 (Millions of yen)

2014 2015 2016 2017

165,129 125,257 180,771 128,788 201,760 138,052 200,436 214,341 143,090 146,663 (FY) (%)

74.2 67.3 64.2 67.3 64.6

15,000 10,000 5,000 0 –5,000 8 6 4 2 0 –2

The steel business, which melts steel scrap in electric arc furnaces, transforming it into new steel products, is the core business of Kyoei Steel. The Company provides a stable supply of high-quality steel products by using its technological capabilities nurtured for more than half a century. Our mainstay product, concrete reinforcing bar (including threaded rebar), accounts for 80% of production volume.

Kyoei Steel became the first Japanese minimill steel company to succeed in melting and detoxifying potentially infectious medical and industrial waste, using the heat from electric arc furnaces that reach thousands of degrees Celsius. We have been developing it as a business since then for more than 25 years. Our MESSCUD System for completely detoxifying and melting medical waste is an integrated collection, transport and disposal method developed nationwide.

Domestic Steel

Business

Material Recycling

Business

Kyoei Steel is developing overseas business in Vietnam and the United States. We have two bases in Vietnam: Vina Kyoei Steel Co., Ltd. (VKS) in southern Vietnam and Kyoei Steel Vietnam Company Limited (KSVC) in the north. We are responding to increasing demand for steel in Vietnam as the economy grows. In the United States, we acquired Vinton Steel LLC in December 2016. Leveraging the experience we have gained in the US market over the past two fiscal years, we will use Vinton Steel as a bridgehead to expand our steel business in that country.

(4)

Strengths of Kyoei Steel

Kyoei Steel contributing to the

building of a recycling-oriented

society

OUR VALUES

COMPANY OUTLINE

Established

Head Office

Capital

Employees

Production and Sales Bases

August 21, 1947

1-4-16 Dojimahama, Kita-ku, Osaka 530-0004 Japan

¥18,516 million

2,341 (as of March 31, 2017)

VIETNAM

UNITED STATES

Vina Kyoei Steel

Co., Ltd.

Kyoei Steel

Vietnam Company

Limited

JAPAN

Kanto Steel Ltd.

Hirakata Division

Nagoya Division

Yamaguchi Division

The Company has the leading market share in Japan

for rebar, which is indispensable for construction and

civil engineering, especially high-rise buildings and

condominiums, roads and other social infrastructure.

The Kyoei Steel Group is the only steel minimill

company with production and sales bases in Kanto,

Chubu, Kansai and Kyushu; with these regions

accounting for 70% of the rebar market.

The material recycling business shares facilities with

our steel business, contributing to high margins and

stable profit that boosts Group performance.

By acquiring a mill in the United States in 2016, we

created a tri-polar structure, spanning Japan, Vietnam

and the United States. By developing our business in

different countries—Japan, our mainstay market;

Vietnam, which continues to develop; and the United

States, an advanced country—we intend

to achieve stable growth.

No. 1 market share of steel rebar

in Japan

Aiming for growth through a

tri-polar structure: Japan, Vietnam

and the United States

Material recycling business with

steel mills

Operating production and sales

bases in every major demand

region in Japan

Vinton Steel (Vinton Steel LLC)

(5)

Kyoei Steel’s

Metal Recycling

System

Steel Business

Material

Recycling

Business

Steel products

Steel scrap

Steelmaking line

Rolling line

Buildings / bridges,

etc.

Processing out-of-date

drinking water

Reuse of out-of-date

drinking water as

rolling process coolant

after treatment

Reuse of gas emitted

during the disposal of

industrial waste for heat

during the rolling process

Reuse of slag

generated from the

disposal process as

roadbed materials

Industrial waste

Medical waste

Roadbed material

Unwanted appliances

and equipment

(6)

1960 1970 1980 1948

1948

Founding of the People’s Republic of China

1964

Tokyo Olympics held

1971

World Exposition held in Osaka

1973

First oil shock

1979

Second oil shock

Founder Hideji Takashima

SPECIAL FEATURE

Aiming for Further Growth as We Look toward Becoming

a 100-Year Company

KYOEI STEEL was established in 1947, shortly after World War II, by Hideji Takashima in Furuichi in Osaka’s Joto

Ward. In the ensuing 70 years, the Company faced numerous challenges, including the economic stagnation

caused by oil shocks and increasingly severe global competition. Throughout, in keeping with our management

principle the Spirit of Challenge, we have grown while taking on repeated challenges as we fostered innovation in

electric arc furnace technology, developed overseas operations and made structural improvements in the electric

arc furnace industry. We look forward to continuing to meet every challenge as we aim at becoming a 100-year

company. We will do this based on our growth strategies: to prevail in the domestic steel market, promote the

overseas steel business and expand the material recycling business.

Kyoei Iron Ltd. is established.

Company name is changed to Kyoei Steel Ltd. Company establishes its first electric arc furnace mill in Osaka (Tsukuda Mill) and begins operating.

Tsukuda Mill branches off and becomes Kyoei Iron & Steel Ltd.

A new electric arc furnace mill is established in Hirakata City, Osaka.

A new rolling mill is established in Hirakata City, creating an integrated system of steelmaking and rolling (now the Hirakata Division).

Yamaguchi Kogyo Ltd. is established (name changed the following year to Yamaguchi Kyoei Industries Ltd.). Kumamoto Kyoei Industries Ltd. (now the Nishi-Nippon Kumamoto Works of Osaka Steel Co., Ltd.) is established in Uto City, Kumamoto Prefecture, to produce and sell rebar and merchant bar.

Auburn Steel Company Inc. is established in the US state of New York.

The steelmaking mill at Auburn Steel is completed, and production commences.

Management rights of Auburn Steel are transferred. Management rights of Kumamoto Kyoei Industries are transferred.

A capital tie-up is formed with Sumitomo Metal Industries, Ltd.,(now NIPPON STEEL & SUMITOMO METAL

CORPORATION) increasing capital to ¥100 million. Kyoei Steel aquires management rights of Daiichi Steel Ltd. (now the Nagoya Division of Kyoei Steel) are acquired.

1947 1948 1962 1963 1971 1972 1973 1975 1979 1982 1984

Yamaguchi Kyoei Industries begins MESSCUD business (disposal of medical waste using electric arc furnaces). Wakayama Kyoei Steel Ltd. (now Nippon Steel & Sumikin Shapes Corporation) is established to expand into the field of “junior” H-beams.

Kyoei Steel, Kyoei Iron & Steel, Yamaguchi Kyoei Industries, Daiichi Steel and Wakayama Kyoei Steel merge and operate as Kyoei Steel. Kyoei Iron & Steel, Yamaguchi Kyoei Industries, Daiichi Steel and Wakayama Kyoei Steel are reorganized and become the Osaka Division, Yamaguchi Division, Nagoya Division and Wakayama Division, respectively. As a result of the merger, capital is increased to ¥140 million. Kyoei Iron (now Nippon Steel & Sumikin Shapes Corporation) is established.

Business rights of the Wakayama Division are transferred to Kyoei Iron.

Kyoei Steel acquires management rights of US-based Florida Steel (name later changed to Ameristeel, Inc.) to expand business in North America.

1988 1990 1991 1992 1972 1972 Yamaguchi Kyoei Industories Ltd. is established. A new steelmaking

and rolling mill established in Hirakata City

(7)

1990 2000 2010 ( F Y )

1989

Nikkei average stock price reaches record high (closing at ¥38,915.87)

1995

Great Hanshin-Awaji Earthquake

Early 1990s

Economic bubble burst in Japan

2008

Collapse of Lehman Brothers in the U.S. (Lehman shock)

2011

Great East Japan Earthquake

Non-consolidated Consolidated

Net Sales

Aiming for Further Growth as We Look toward Becoming

Vina Kyoei Steel Ltd. (VKS) is established in southern Vietnam.

Kanto Steel Ltd. is established. The company starts operations with production facilities inherited from Aiba Steel Company’s Niihari Mill.

Vina-Japan Engineering Ltd. (a foundry) is established in Vietnam.

Management rights of Ameristeel are transferred to Gerdau S.A. of Brazil.

Kyoei Steel becomes one of the two largest shareholders of Nakayama Steel Products Co., Ltd. along side Godo Steel, Ltd. Capital is increased to ¥17,048 million, and the Company is listed on the First Section of the Tokyo Stock Exchange and the First Section of the Osaka Securities Exchange. Kyoei Steel Vietnam Co., Ltd. (KSVC) is established in northern Vietnam. (Operations begin the following March.) A steel making factory and the No.2 rolling mill is completed at VKS, establishing an integrated steelmaking and rolling operation.

Operations at the Hirakata Division’s Osaka Mill are suspended and the mill is closed.

The material recycling business undergoes organizational restructuring within the Group. (Kyoei Industrial’s recycling department is transferred to Kyoei Steel.)

The Company acquires BD Vinton Steel in the US state of Texas and changes the name to Vinton Steel LLC.

1994

1996

1999

2002

2006

2011

2015

2016

2016

A Steel making factory and No.2 rolling mill is completed at VKS.

1994 2006 2015

Kyoei Steel is listed on the First Section of the Tokyo Stock Exchange and the First Section of the Osaka Securities Exchange. Kanto Steel Ltd.

(8)

Sharply higher prices for steel scrap in the Kyoei Steel

Group’s core domestic steel business caused the metal

spread to shrink, compounding the difficulties in this

business. However, the overseas steel business that

we are developing in Vietnam was characterized by

robust demand for steel materials, leading to a

significant improvement in performance.

As a result, on a consolidated basis we achieved

net sales of ¥145,991 million, down 9.3% year on

year. Operating income fell 42.2%, to ¥7,971 million,

and profit attributable to owners of parent decreased

43.5%, to ¥4,783 million. We paid out dividends for

the year of ¥30, including a year-end dividend of ¥20.

2017 marks the Company’s 70th anniversary. I

sincerely thank our shareholders and investors for

their ongoing support, and ask for their continuing

guidance and encouragement.

Higher Profits from Overseas Partly Covered a

Profit Decline in the Domestic Steel Business

In the construction steel products market, demand for

steel products failed to grow in the area of primary

demand for the domestic steel business. Against this

backdrop, prices for the scrap steel used to make

these products rose sharply in the first and third

Kyoei Steel will

soon celebrate

the Company's

70th anniversary.

TOP MESSAGE

Mitsuhiro Mori

President and Representative Director

Net sales

Operating

income

Profit attributable to

owners of parent

¥

145,991

million

¥

7,971

million

¥

4,783

million

Operating Performance in the Fiscal Year

Ended March 31, 2017

(9)

integrated steelmaking and rolling line at VKS in

Vietnam is now capable of full production, VKS and

KSVC recorded a combined sales volume of around 1

million tons for the year, raising earnings for both

companies. To grow our global network and mitigate

business risk, in December 2016 we acquired all the

shares of BD Vinton LLC (now Vinton Steel LLC),

based in the US state of Texas, and converted that

company into a subsidiary.

Following this acquisition, the Kyoei Steel Group’s

steel business has become tripolar, with operations in

Japan, Vietnam and the United Sates. From next fiscal

year, we will be within range of total global

production capacity of 3 million tons, one of the goals

of our medium- to long-term business vision.

In the material recycling business, we revamped

the Group’s internal organization in the second half.

Our aims were threefold: (1) increase efficiency by

consolidating the sales functions within the Group, (2)

enter into strategic capital and business alliances, and

(3) reinforce the safety management system.

Net Sales Expected to Rise Substantially Due to

the Conversion of Vinton Steel in the US into a

Subsidiary

In the domestic steel business, large-scale products

are anticipated, due to demand related to the Tokyo

Olympics, as well as infrastructure projects. The

recovery in demand for steel materials, however, is

likely to occur from around the second half of the

fiscal year. Given the robust demand overseas, we

expect the price of steel scraps to remain high. We are

also concerned that production costs will increase as

quarters of the fiscal year. Prices were particularly high

from November on (third quarter), affected by

overseas market prices, notably in the United States

and China.

Faced with this situation, we endeavored to raise

our prices. However, as it takes some time for contract

prices to be reflected in delivery prices, the metal

spread shrank sharply, causing profits to fall year on

year.

In the overseas steel business, vigorous demand for

steel in Vietnam led to favorable production and sales,

prompting higher sales and profits in this business.

For the material recycling business, we focused on

acquiring projects characterized by materials that are

difficult to dispose of, but waste disposal volumes

were down due to the closure of the Osaka Mill and

problems with disposal equipment. Sales and profits

both declined year on year as a result.

Consequently, although sales and profits were

down on a consolidated basis, overseas steel business

compensated to some extent for slow performance in

Japan. This situation highlights one of the Kyoei Steel

Group’s strengths: diversity.

Backed by Economic Growth in Vietnam, Combined

Sales Volume for VKS and KSVC Reached

Approximately 1 Million Tons

In our medium- to long-term business vision, we

outlined three growth strategies: “prevail in the

domestic steel market,” “promote the overseas steel

business” and “expand the material recycling

business.” With these strategies, we are aiming for

further growth.

In the domestic steel business, to minimize the

impact of a shrinking metal spread, we are continually

working to cut costs through measures such as

improving production technologies. In particular, we

are striving to cut unit electric power consumption (the

amount of electricity needed to produce one ton of

product) at all our mills. During the year, these efforts

contributed to a substantial reduction in energy costs.

In the overseas steel business, partly because the

Three Growth Strategies

in the domestic Prevail steel market

Promote the overseas steel business

Expand the material

recycling business

Initiatives and Results during the Year

(10)

Signs of Small Rebar Demand Bottoming Out, Moving toward Recovery

Looking at recent trends in the Japanese steel market, demand fell for the three years from fiscal 2014, but showed signs of bottoming out on a half-year basis in the second half of fiscal 2016. Domestic demand for small rebar is expected to move toward a full-fledged recovery in fiscal 2018, due to demand related to the Olympics and the start of specific projects, such as the Hokuriku Shinkansen (bullet train), particularly from the second half.

Ongoing Expansion of Demand for Long Products, in Line with Vietnam's Economic Growth

Vietnam is expected to maintain high levels of economic growth, with GDP forecast to rise 6.5% in 2017. As in the previous year, demand for steel products remains robust. Demand outpaced Japanese levels in 2015 and quickly surpassed 10 million tons in 2016.

Material Recycling Business

Domestic Steel Business

Overseas Steel Business

MARKET TRENDS

Mitsuhiro Mori

President and

Representative Director

Joined Kyoei Steel in 1970. Appointed the first President of Vina Kyoei Steel Co., Ltd. (VKS), established in southern Vietnam in 1994. In 2000, appointed General Manager of the Overseas Business Department, then once again as president of VKS in 2010 after having been Deputy General Manager of the Hirakata Division, and others. In June 2015, appointed President of Kyoei Steel, Ltd.

PROFILE

electric power and other energy costs rise, along with

those of associated materials.

In the overseas steel business, competition is likely

to grow tougher, as supply volumes rise in tandem

with robust demand in Vietnam. By raising sales

volumes and strengthening cost competitiveness at

VKS and KSVC, we expect to see higher sales and

profits. We also aim to considerably boost earnings

through productivity improvements at Vinton Steel.

In the material recycling business, we will strive to

create a new growth trajectory by benefiting early on

from organizational restructuring.

For the Group as a whole, we anticipate a major

increase in net sales, to ¥180.0 billion, due to the

consolidation of Vinton Steel. We expect profits to be

down year on year, due mainly to a shrinking metal

spread in Japan and rising production costs, leading to

operating income of ¥5.9 billion and profit

attributable to owners of parent of ¥3.9 billion.

By promoting a global tripolar structure in the steel

business and expanding the material recycling

business, the Kyoei Steel Group plans to stabilize the

management base. Although the operating

environment is forecast to remain difficult, we aim to

achieve robust growth as a steel minimill company

with a presence.

The volume of industrial waste processing is trending downward in Japan, but processing fees are going up. The reason is that emissions from difficult-to-process waste are rising, requiring increasingly sophisticated processing techniques. In recent years, the emergence of large companies able to provide this sophisticated level of processing has made the competitive environment increasingly difficult.

0 3 6 9 15

12

(CY)

(Millions of tons)

Trends in Demand for Long Products in Vietnam

2010

6.3

2011

5.8

2012

5.5

2013

5.9

2014

7.0

2015

9.1

2016

10.5

2017

11.2

(11)

environment. By introducing Kyoei Steel’s

technologies, we believe we can lower the company’s

production costs. Furthermore, by expanding the sales

area we anticipate higher sales, leading to increased

profits.

This move marks the Kyoei Steel Group’s third foray

into the United States, following moves in the 1970s

and 1990s. Backed by stable demand in the United

States, an advanced country, we believe we can apply

the know-how we

have developed in

overseas businesses

to create a tripolar

global structure:

Japan, Vietnam and

the US.

Overview of Vinton Steel

Chairman Takashima (center) and President Mori (second from left) visiting Vinton Steel

Senior Vice President Hirotomi (left) and Executive Officer Kitada (right) at the agreement signing

* KYOEI STEEL America LLC is a wholly owned subsidiary of the Company, that oversees the steel business in the United States.

FEATURE

Kyoei Steel Enters the Steel Business in the United States,

Acquires Production and Sales Base

In December 2016, we acquired all the shares of

BD Vinton LLC, operating in the US state of Texas,

through Kyoei Steel America LLC, our

consolidated subsidiary. We converted the

company into a subsidiary called Vinton Steel LLC,

now the US base for the Kyoei Steel Group.

Located in Texas near the US border with Mexico,

Vinton Steel has been operating continually as a steel

minimill company for more than 50 years. The

company produces rebar and steel balls used for ore

crushers in mining applications. Vinton Steel has an

annual production capacity of 250,000 tons of steel,

can roll 200,000 tons of steel rebar and has the

capacity to forge 50,000 tons of steel balls for mine

ore crushers. The company has scrap facilities on-site,

covering integrated processes that span the handling

of raw materials through to making final products.

Annual US steel demand is currently around 8 million

tons, and the market is stable. Vinton Steel’s

commercial area covers the Texas region (demand of

around 1 million tons) to the West Coast, which has

demand of 2 million tons. Texas, where the company

is located, has the second largest population among

the states, and it continues to grow. Accordingly, we

expect steel demand to remain strong. Demand also

continues to grow in California, which is included in

the company’s sales area, creating a favorable business

Location Vinton, El Paso, Texas, US

Established 1962

Products Rebar, steel balls for crushing ore at mines

Production capacity 250,000 tons of steel, 200,000 tons for rolling (steel

rebar) and 50,000 tons for forging (steel balls)

Representative and president Masahiro Kitada (Executive Officer of Kyoei Steel)

Investor and ownership ratio KYOEI STEEL America LLC* 100%

Texas

(12)

BUSINESS OVERVIEW

TOPICS

In the domestic steel business segment, sales and income were both down due to a lack of robust demand and

lower sales of semi-finished products as a result of closing the Osaka Mill. In the overseas steel business segment,

we increased production because a new production line began operating at our base in southern Vietnam,

where business is growing.

Organizational Restructuring of the Group’s Material

Recycling Business

We are consolidating sales activities at all of our offices to respond more swiftly and

flexibly and to grow the business.

Domestic Steel Business

In this segment, the volume of product shipped increased 21,000

tons year on year to 1,662,000 tons. Of this amount, exports

were 61,000 tons. Although product prices fell ¥5,100 per ton

year on year, prices for scrap steel—our main raw material—rose

¥2,500 per ton. The metal spread, which is the source of the

Company’s profits, therefore decreased by ¥7,600 per ton.

As a result, segment sales were ¥92,525 million, a

year-on-year decrease of ¥15,117 million, or 14.0%, while operating

income fell ¥5,190 million, or 41.5%, to ¥7,317 million.

Net Sales

Operating Income

120,000

90,000

60,000

30,000

0

(Millions of yen)

2016

2017

107,642

92,525

(FY)

14,000

10,500

7,000

3,500

0

(Millions of yen)

2016

2017

12,507

7,317

(FY)

Down

14.0

%

Down

41.5

%

For one of our three growth strategies—to expand the material recycling business—on October 1, 2016 we began restructuring the Group’s organization. We consolidated at the headquarters the industrial waste mediation previously handled by Group company Kyoei Industrial Co., Ltd. We also integrated at the headquarters the sales activities that had been handled up to now by individual business offices, thereby strengthening the Group’s overall sales ability. By entering into business and capital alliances with other companies that have processing plants, we are also aiming to provide one-stop solutions to respond more broadly to customers’ increasingly diverse requirements. At the same time, amid a growing awareness of

compliance in industrial waste processing, we recognized the need to heighten our focus on compliance and safety. For this reason, we established a specialized auditing department. By reinforcing compliance and safety, we are creating higher-quality processing and striving to enhance awareness of the Kyoei Steel Group’s brand for industrial waste processing.

As one part of these activities, we have introduced a QR (quick response) code system for tracking industrial waste during processing. An industry breakthrough, this system boosts traceability beyond previous levels, which should lead to increased levels of trust in us.

(13)

Overseas Steel Business

For the fiscal year under review, there were three companies in this

segment: Vina Kyoei Steel Ltd. (VKS), located in southern Vietnam;

Kyoei Steel Vietnam Company Limited (KSVC), in the north of the

country; and Kyoei Steel America LLC (KSA), a US holding company. In

calendar 2016, the Vietnamese economy maintained a high level of

growth: real GDP rose 6.2%. Demand for long products, centered on

steel rebar, rose by around 15% year on year. Against this backdrop of

favorable demand, both VKS and KSVC enjoyed strong increases in

sales volume; the two companies recorded a combined output of

approximately 1 million tons. However, due to the introduction of

safeguards to counter an influx of inexpensive products from China,

the price rose and remains high for semi-finished products, the raw

materials for these two companies. Furthermore, product prices have

dropped because of a more competitive environment, causing profits

to fall in the second half. KSA, meanwhile, incurred expenses

associated with the acquisition of Vinton Steel in the United States.

As a result of these factors, segment sales rose ¥613 million year on

year, or 1.3%, to ¥46,648 million. Operating income surged ¥287

million, or 38.5%, to ¥1,031 million.

In this segment, the Company focused on acquiring projects with

difficult-to-process items. However, the closure of the Osaka Mill and

problems with processing equipment led to a decline in the amount

of waste being processed. As a result, segment sales fell ¥452

million, or 6.5%, to ¥6,504 million, and operating income declined

¥383 million, or 27.6%, to ¥1,006 million.

8,000

6,000

4,000

2,000

0

2016

2017

6,956

6,504

(FY)

1,600

1,200

800

400

0

2016

2017

1,389

1,006

(FY)

Net Sales

Operating Income

(Millions of yen)

(Millions of yen)

Down

6.5

%

Down

27.6

%

50,000 40,000 30,000 20,000 10,000 0

2016

2017

46,035

46,648

(FY)

1,200

800

400

0

2016

2017

744

1,031

(FY)

Net Sales

Operating Income

(Millions of yen)

(Millions of yen)

Up

38.5

%

Up

1.3

%

(14)

Board Director &

Senior Vice President Yasuyuki Hirotomi

Board Director & Senior Executive Managing Officer

Naoyoshi Goroku Marketing Planning & Coordination

Kazuyoshi Ota General Manager of Yamaguchi Division

Board Director & Executive Managing Officer

Toshimasa Zako Corporate Planning, Overseas Investment, Project Planning & Development

Haruo Hiraiwa Production Planning & CoordinationGeneral Manager of Nagoya Division

Board Director & Executive Officer

Kenji Ishihara Accounting & Financing, Information Systems, Material Recycling

Osamu Narumi General Manager of Hirakata Division

Shogo Sakamoto Deputy General Manager of Yamaguchi Division

Katashi Enomoto Compliance, Human Resources & General Affairs

Board Director (External Board Director)

Nobuhiko Arai Senior Adviser of TOYO TEC CO., LTD.

Tetsuya Yamao Partner of UMEDA SHINMICHI LAW OFFICEExternal Auditor of CYPRESSCLUB CO., LTD.

Standing Corporate Auditor Shuji Ichihara

Corporate Auditor (External Auditor)

Hiroshi Ito General Manager of Group Companies Planning Div. of Nippon Steel & Sumitomo Metal Corporation

Akira Kotani Chairman of Shijonawate Gakuen Chairman and Representative Director

President and Representative Director

Hideichiro Takashima

Mitsuhiro Mori

From top left to bottom right: Shuji Ichihara, Toshimasa Zako, Naoyoshi Goroku, Yasuyuki Hirotomi, Kazuyoshi Ota, Haruo Hiraiwa, Hideichiro Takashima and Mitsuhiro Mori

BOARD DIRECTORS AND CORPORATE AUDITORS

(15)

Kyoei Steel recognizes the importance of the following goals to coexist with society and contribute to the development of the Japanese economy and local communities as a corporate group: (1) build a management system capable of prompt and accurate responses to changes in the business environment; (2) strive for rational decision-making and efficient execution for sufficient fulfillment of the duty of accountability; (3) ensure transparent and fair decision-making; (4) seek to pursue sound ethics not only from a legal perspective but also more broadly in accordance with social norms; and (5) disclose information promptly and appropriately to stakeholders. We have systematically put in place and are enhancing our corporate governance framework to achieve these goals, and are working to achieve sustainable growth and enhance corporate value for Kyoei Steel and the Kyoei Steel Group.

Board of Directors

Our Board of Directors totals 13 members (with two external directors), including two representative directors and 11 board directors. The Board executes important decisions and oversees the execution of business by the board directors and executive officers. In addition to regular monthly meetings, extraordinary meetings of the board are convened when necessary.

Management Conferences are held concerning Board of Directors meeting agenda items or important matters for discussion, adjustment, or decision pertaining to management execution.

Management Conferences are attended by executive managing officers, standing corporate auditors, executive officers, and the president of Kanto Steel Ltd., as well as others designated by the chairman or president.

In addition to being held monthly, extraordinary Management Conferences may be convened when necessary. On June 15, 2016, we established the Nomination and Remuneration Advisory Committee as a voluntary advisory body to the Board of Directors. This committee is composed of independent external directors and board directors selected by resolution of the Board of Directors.

Board of Auditors

The Board of Auditors is has one standing corporate auditor and two corporate auditors for a total of three members (two of whom are external auditors), each thoroughly versed in the business of the Company and the industry, with one corporate auditor who is an independent executive posing no conflict of interest with general shareholders. Auditors monitor the effectiveness of governance and audit management performance, including the execution of duties by directors. The Articles of Incorporation limit the number of corporate auditors to five.

Sales & Marketing Committee

The president serves as the committee chairman, with other members being the director in charge of the Marketing Planning & Coordination Department, the general managers of the Sales & Marketing Department of each division, and others designated by the chairman. In principle, the committee meets monthly. In addition to the detailed sharing of information concerning the environment and situation surrounding steel

scrap (raw material) and product market conditions, the members propose business strategy plans. Exchanges of timely information concerning sales and purchasing are also

conducted via the Company intranet.

Corporate Risk Management Committee

This committee, chaired by the president, includes people in charge of risk and compliance in each department and is charged with the oversight of risk management and with promoting compliance for the Kyoei Steel Group. The

committee also spearheads education and awareness programs aimed at reducing risk across the Group, setting priority items and formulating annual plans, as well as determining the status and assessing initiatives.

Compliance System

The Internal Auditing Department has been established as a department to which the president is directly attached, and in addition to conducting regular business audits, it also audits the execution of work by the executive officers and employees. Also, when questions arise concerning compliance, executive officers and employees can report to the Compliance Committee or internally to the Compliance Consultation Desk, which has been established for that purpose. A system has been established whereby the details and proposals for resolution are relayed via the Compliance Committee to the Board of Directors and the corporate auditors, in the rare event that a compliance infraction has occurred.

Initiatives Targeting Affiliated Companies

Based on the Kyoei Steel Group’s management philosophy and code of conduct, we formulated basic rules concerning regulations for managing subsidiaries. We have also formulated a management structure by department for subsidiaries. By dispatching corporate auditors to affiliated companies, we audit their internal control systems, and the Company’s Internal Auditing Department performs regular internal audits. We also call on individual subsidiaries to establish compliance programs based on the Company’s programs, depending on the type and scale of their operations.

Elimination of Antisocial Forces

The Kyoei Steel Group maintains a basic policy of never associating with antisocial forces and organizations that threaten the order and safety of civil society, and resolutely opposes any injurious pressure or demands from them. Furthermore, we have joined with police, attorneys and other external specialist organizations to create a structure for the elimination of antisocial forces.

External Directors / External Auditors

Kyoei Steel has two external board directors and two external auditors.

We are working to strengthen our management oversight functions, and have appointed an external board directors and external auditors with assured independence for more sound,

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fair, and transparent management as well as to ensure fulfillment of our duty of accountability.

External Board Director Nobuhiko Arai has rich experience as manager at such companies as Resona Trust & Banking Co., Ltd. (the present Resona Bank, Ltd.) and TOYO TEC CO., LTD. and we have appointed him based on our belief that he will provide advice on overall management judgments.

External Board Director Tetsuya Yamao has significant experience and specialized knowledge as an attorney, as well as a robust spirit of compliance. We have appointed him based on our judgment that he will conduct his duties appropriately.

External Auditor Hiroshi Ito has many years of experience in the steel industry, and we have appointed him based upon our judgment that as a specialist his auditing will strengthen and improve our corporate group’s auditing structure.

External Auditor Akira Kotani has rich experience as a banker, and we have appointed him based upon our judgment that as a specialist his auditing will strengthen and improve our corporate group’s auditing structure.

Method for Deciding Executive Pay and Executive Pay Amounts

Executive compensation is within the remuneration range resolved at the General Meeting of Shareholders, and takes into consideration factors such as the management situation, the balance between executive compensation and employee salaries and degree of responsibility. Based on these factors, the Company’s policy is to pay amounts that are in line with its operating performance, as well as individual performance and

achievement. The Company’s executive compensation system and method of assessment of performance/determining executive compensation amounts employ a framework under which the Nomination and Remuneration Advisory

Committee—composed of independent external board directors and directors selected by resolution of the Board of Directors—deliberates these matters, which are then reviewed and resolved. In this way, the Company employs a highly transparent remuneration system from the standpoint of objectivity.

It has been resolved that compensation for all board directors shall not exceed ¥550 million annually, while compensation for all corporate auditors shall not exceed ¥60 million annually.

Risk Management

We classify potential risks as follows: (1) operational risks at our production sites; (2) product liability; (3) credit risk related to sales; (4) credit risk associated with investment and lending; and (5) risks related to natural disaters.

Our executives are always examining and sharing measures for preventing and hedging every type of risk. Moreover, the internal communication system for use in the event of an emergency is very well known, and in case of an emergency the department with jurisdiction immediately contacts the Headquarters Human Resources and General Affairs Department, whereupon the Headquarters Human Resources and General Affairs Department transmits the information via the prescribed network.

Corporate Governance Structure

Formulation and

supervision of management strategies

The Kyoei Steel Group Business Management Structure Audit Appointment Management and execution of operations Affiliates Divisions Corporate Lawyers Board Directors

Chairman of the Board President Consolidated Subsidiaries Nomination and Remuneration Advisory Committee Accounting Auditor (KPMG AZSA LCC) Management Conference Corporate Risk Management Committee Compliance Committee Sales & Marketing Committee Internal Auditing Dept. Board of Directors

Board Directors and Executive Officers Executive Officers

Shareholders’ Meeting

Corporate Auditors Standing Corporate Auditor

Board of Auditors

Division for Execution of Operations

Executive Officers Employees

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(1) Relationship with Nippon Steel & Sumitomo Metal Corporation

As of June 23, 2016, Nippon Steel & Sumitomo Metal Corporation (NSSMC) owned 25.8% of the outstanding shares in Kyoei Steel (26.7% of the voting rights) and is the Company’s largest shareholder. Kyoei Steel is an equity-method affiliate of NSSMC. The Company operates autonomously and conducts business independently, and intends to continue doing so in the future; provided, however, that as the top shareholder in our company, NSSMC is in a position to influence our operations by exercising its voting rights, and the interests of NSSMC may not necessarily coincide with those of the Company’s other shareholders.

(2) Selling Price Fluctuations Caused by Competition

There are a number of steel minimill companies competing in the main business of our Group, which is steel products for construction work, and excess production capacity is a structural issue that we face. Consequently, as demand for steel products fluctuates, competition to maintain sales volumes increases, and the resulting reductions in selling prices may influence the results of our Group.

(3) Fluctuations in Raw Materials Prices

Steel production is growing in the countries of Asia, which has experienced rapid economic growth in recent years, with consumption of steel scrap also trending upward. At the same time, semi-finished product exports from China to neighboring Asian countries have increased, significantly lowering steel scrap prices. These factors can cause the supply/demand environment for steel scrap, which is the principal raw material of our main products, to experience severe price fluctuations that may influence the results of our Group.

(4) Impact of the Downward Trend in Construction Demand

With the Japanese economy in a state of maturity, we believe that neither domestic public- nor private-sector demand is likely to expand significantly over the long term. Accordingly, we judge that demand for the Group’s mainstay product, rebar, is likely to decrease. If the Group’s efforts to supplement this demand are unsuccessful, the Group’s results could be affected.

(5) Effects of Power Supply Issues

Most nuclear power plants in Japan are currently not operating, causing a significant increase in the cost of electricity. This has resulted in Tokyo Electric Power, Kansai Electric Power, Chubu Electric Power, and other power companies raising their rates. Going forward, fluctuations in energy prices and exchange rates may be associated with further increases in electricity rates, though there was a temporary drop in the unit price adjusted for fuel costs, which is determined by the cost of thermal power plant fuel (liquefied natural gas and crude oil).

Also, the halt of nuclear power plant operations has been given as a reason for possible power shortages. Our Group mainly operates plants at night, when power demand is low, so we believe there is little chance of limits on power use being imposed directly, but broad limits imposed on power supplies in the future could make our operations difficult.

As a result, electricity rates and the power supply situation may influence Group results.

(6) Effects of Sharply Higher Energy Prices

If global energy prices (for oil, LNG, etc.) were to increase sharply, or if exchange rate trends were to cause a rise in energy import prices, the cost of the fuel used in our production processes (mainly those involving the reheat furnace) would also rise. In addition, against a backdrop of the cessation of operations of almost all nuclear power plants in Japan, higher energy prices are connected to a rise in electricity rates. Otherwise, a spike in oil prices could cause export costs to rise. An increase in energy prices that continues over the long term could indirectly cause a slowdown in the rate of Japanese economic growth, which may cause a contraction in construction demand. The above items may influence the results of our Group.

(7) Country Risk Regarding Our Subsidiaries

Kyoei Steel’s subsidiaries are located in the Socialist Republic of Vietnam and the United States. The results of those subsidiaries are influenced by the economic conditions there and their markets for steel products. If economic conditions or markets for steel products deteriorate in Vietnam and the US, this may adversely affect the results of those

subsidiaries. In addition, sudden political instability, a natural disaster or an industrial accident in those countries could lead to a cessation of operations or similar problems, and given that economic conditions and trade customs differ from those in Japan, recovery in these cases could take longer than expected.

The above items may influence the Group’s results.

(8) Impact of Natural Disasters

If a large-scale earthquake, typhoon or other natural disaster affects a site where the Group’s mills are located, damage to production equipment and infrastructure could result in a suspension of mill operations. Mills near the sea or rivers are particularly susceptible to tsunami, flooding and other types of water damage. Disaster prevention measures are in place at all mills on both the facility and personnel fronts. However, if hit by disaster, the Group’s results could be affected.

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2008

2009

2010

2011

2012

Product shipments (Thousands of tons):

Finished product 2,078 1,717 1,431 1,462 1,549

Billet (semi-finished products) 284 259 205 243 297

For the year (Millions of yen):

Net sales ¥ 181,576 ¥ 194,345 ¥ 111,485 ¥ 116,828 ¥ 130,650

Gross profit 27,456 36,672 19,999 8,124 12,780

Operating income (loss) 17,189 26,270 11,454 (206) 4,166

Income (loss) before income taxes 17,195 23,388 11,121 (386) 3,151

Profit (loss) attributable to owners of parent 11,070 14,009 6,691 (794) 1,692

Research and development expenses 26 152 44 43 29

Depreciation and amortization 4,738 4,869 4,992 4,806 4,644

Capital expenditures 5,550 5,173 4,815 2,706 4,991

Per share amounts (yen):

Net income (loss), basic 253.66 318.72 152.23 (18.22) 38.89

Net income (loss), diluted - - - -

-Cash dividends applicable to the year 30.00 40.00 40.00 20.00 20.00

At year-end:

Total assets ¥ 166,572 ¥ 153,711 ¥ 151,125 ¥ 146,453 ¥ 164,486

Working capital 28,316 43,120 50,334 51,265 61,950

Interest bearing debt 1,952 1,540 1,729 1,665 10,877

Net assets 107,846 119,154 124,905 119,973 122,725

Shareholders’ equity* 107,129 118,387 124,076 119,064 120,344

Ratios:

Return on equity (%) 10.8 12.4 5.5 (0.7) 1.4

Return on total assets (%) 10.4 16.6 7.7 (0.0) 2.8

Debt to equity ratio (times) 0.02 0.01 0.01 0.01 0.09

Shareholders' equity* to total assets (%) 64.3 77.0 82.1 81.3 73.2

Other statistics:

Number of shares outstanding (thousands) 44,899 44,899 44,899 44,899 44,899

Number of employees 1,049 1,045 1,061 1,077 1,299

Stock price (yen):

High ¥ 3,750 ¥ 2,590 ¥ 2,805 ¥ 2,082 ¥ 1,692

Low ¥ 1,532 ¥ 911 ¥ 1,544 ¥ 876 ¥ 1,011

Consolidated Ten-Year Summary

For the years ended March 31, 2008 through 2017

FINANCIAL SECTION

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2013

2014

2015

2016

2017

Products shipment (Thousands of tons):

1,603 1,720 1,680 1,641 1,662 Finished products

303 247 280 259 18 Billet (semi-finished products)

For the year (Millions of yen):

¥ 142,305 ¥ 174,694 ¥ 181,436 ¥ 160,952 ¥ 145,991 Net sales

13,256 12,293 21,900 23,889 18,726 Gross profit

4,343 2,857 11,796 13,792 7,971 Operating income

3,738 9 10,730 12,432 7,698 Income before income taxes

2,069 (795) 6,923 8,467 4,783 Profit (loss) attributable to owners of parent

95 188 231 104 119 Research and development expenses

4,254 4,232 4,147 5,026 5,961 Depreciation and amortization

3,809 7,344 15,920 10,103 7,262 Capital expenditures

Per share amounts (yen):

47.59 (18.28) 159.30 194.94 110.41 Net income (loss), basic

- - - - - Net income (loss), diluted

20.00 20.00 35.00 45.00 30.00 Cash dividends applicable to the year

At year-end:

¥ 165,129 ¥ 180,771 ¥ 201,760 ¥ 200,436 ¥ 214,341 Total assets

63,811 79,699 81,872 83,565 93,301 Working capital

11,231 26,530 32,810 33,149 41,414 Interest bearing debt

125,257 128,788 138,052 143,090 146,663 Net assets

122,515 121,622 129,546 134,886 138,365 Shareholders’ equity*

Ratios:

1.7 (0.7) 5.5 6.4 3.5 Return on equity (%)

2.9 2.1 6.6 7.1 4.1 Return on total assets (%)

0.09 0.22 0.24 0.23 0.28 Debt to equity ratio (times)

74.2 67.3 64.2 67.3 64.6 Shareholders' equity* to total assets (%)

Other statistics:

44,899 44,899 44,899 44,899 44,899 Number of shares outstanding (thousands)

1,327 1,611 1,741 1,806 2,341 Number of employees

Stock price (yen):

¥ 1,781 ¥ 2,220 ¥ 2,286 ¥ 2,455 ¥ 2,349 High

¥ 1,105 ¥ 1,372 ¥ 1,618 ¥ 1,584 ¥ 1,387 Low

*Shareholders’ equity = Net assets – Non-controlling interests

Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Net Assets Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

23 24 27 29

DATA SECTION

Consolidated Ten-Year Summary Financial Review (Consolidated) Consolidated Balance Sheets

Consolidated Statements of Operations

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Operating Results

In the fiscal year ended March 31, 2017, the Japanese economy recovered gradually despite the slow pace of improvements in some sectors. However, the economic outlook remained uncertain as geopolitical risk increased due to Britain’s

departure from the EU, the election of a new U.S. president and other events.

In the market for steel construction materials in Japan, the primary source of demand for the products of Kyoei Steel Group (“the Group”), there was general lackluster demand for steel. But there were steep increases in the price of steel scrap in the spring and fall of 2016 caused by overseas events. The price of steel scrap was particularly high starting in the fall of 2016 because of very strong demand for steel in the United States and China. Although the Group raised prices of its products, higher contractual prices were not immediately reflected in the prices of products that were shipped. This time lag caused a big decrease in the metal spread, which is the difference between prices of steel products and steel scrap. In the Overseas Steel Business, sales volumes increased at Vina Kyoei Steel Ltd. (VKS) in southern Vietnam and Kyoei Steel Vietnam Company Limited (KSVC) in northern Vietnam because of the strong demand for steel in Vietnam.

On December 21, 2016, the consolidated subsidiary Kyoei Steel America LLC (KSA), which is located in Delaware, U.S., acquired all the equity interests of BD Vinton LLC (now Vinton Steel LLC, hereafter “VS”), which is located in Texas. VS and its subsidiary became consolidated subsidiaries, Vinton Metal Processing LLC (MPI), through this acquisition. The acquisition was treated as having taken place on December 31, 2016 for accounting purposes. As a result, results of the operations of these two subsidiaries are not included in the consolidated statements of operations for the fiscal year ended March 31, 2017.

Overall, consolidated sales decreased 14,961 million yen ($133,366 thousand), or 9.3%, to 145,991 million yen ($1,301,399 thousand). Operating income decreased 5,821 million yen ($51,890 thousand), or 42.2%, to 7,971 million yen ($ 71,055 thousand), and profit attributable to the owners of parent decreased 3,684 million yen ($32,840 thousand), or 43.5%, to 4,783 million yen ($42,637 thousand).

Results by business segment are described below.

1) Domestic Steel Business

Shipments of finished products increased 21 thousand tons from one year earlier to 1,662 thousand tons, which included exports of 61 thousand tons. Product prices fell by 5,100 yen ($45.46) per ton from one year earlier, but the price of steel scrap, the primary raw material, increased 2,500 yen ($22.29) per ton. As a result, the difference between the price of steel products and steel scrap, the source of earnings in this segment, narrowed by 7,600 yen ($67.75) per ton. Segment

sales decreased 15,117 million yen ($134,757 thousand), or 14.0%, to 92,525 million yen ($824,791 thousand), and operating income was down 5,190 million yen ($46,265 thousand), or 41.5%, to 7,317 million yen ($65,226 thousand).

2) Overseas Steel Business

The Overseas Steel Business segment includes the operations of two companies in Vietnam, VKS in southern Vietnam and KSVC in northern Vietnam, and the U.S. holding company KSA. In 2016, Vietnam recorded strong GDP growth of 6.2% with an increase of about 15% in demand for long steel products, especially rebars. Sales volume at both VKS and KSVC increased, resulting in combined sales reaching about one million tons. However, prices of semi-finished steel products, the main raw material used by the two companies, increased and remained high because of the start of safeguard measures in Vietnam in response to inflows of cheap steel products from China. Lower prices caused by intense competition also created challenges. Due to these difficulties, profits at the subsidiaries in Vietnam decreased in the second half of 2016. At KSA, expenses associated with the acquisition of VS were accounted for. Segment sales increased by 613 million yen ($5,464 thousand), or 1.3%, to 46,648 million yen ($415,832 thousand), and operating income increased by 287 million yen ($2,558 thousand), or 38.5%, to 1,031 million yen ($9,191 thousand).

3) Material Recycling Business

In the Material Recycling Business, Company focused on measures to capture more orders for materials that are difficult to recycle. However, the volume of materials recycled decreased mainly because the Osaka Mill closed and there were problems with equipment. As a result, segment sales decreased by 452 million yen ($4,029 thousand), or 6.5%, to 6,504 million yen ($57,978 thousand), and operating income was down 383 million yen ($3,414 thousand), or 27.6%, to 1,006 million yen ($8,968 thousand).

4) Others

This category includes mainly the sales of civil engineering materials by a subsidiary and an insurance agent business. Sales decreased by 5 million yen ($45 thousand), or 1.4%, to 314 million yen ($2,798 thousand), and operating income was down 30 million yen ($267 thousand) to a loss of 10 million yen ($90 thousand) compared with operating income of 20 million yen in the previous fiscal year.

i. Status of Consolidated Assets, Liabilities and Net Assets (1) Assets

Current assets increased by 11,226 million yen ($100,071 thousand), or 10.7%, from the end of the previous fiscal year to 115,906 million yen ($1,033,215 thousand). This increase was attributable mainly to increases of 24,707 million yen ($220,244 thousand) in cash and time deposits,

Financial Review (Consolidated)

1 Consolidated Operating Results

2 Financial Situation

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3,650 million yen ($32,537 thousand) in notes and accounts receivable and 4,618 million yen ($41,166 thousand) in inventories and a decrease of 21,600 million yen ($192,548 thousand) in marketable securities.

Long-term assets increased by 2,679 million yen ($23,881 thousand), or 2.8%, from the end of the previous fiscal year to 98,435 million yen ($877,474 thousand). This increase was mainly attributable to a decrease of 4,060 million yen ($36,192 thousand) in accumulated depreciation, an increase of 445 million yen ($3,967 thousand) in intangible assets, an increase of 1,536 million yen ($13,692 thousand) in investments in securities and a decrease of 1,127 million yen ($10,046 thousand) in land.

Total assets increased by 13,905 million yen ($123,953 thousand), or 6.9%, from the end of the previous fiscal year to 214,341 million yen ($1,910,689 thousand).

(2) Liabilities

Current liabilities increased by 12,809 million yen ($114,183 thousand), or 34.4%, from the end of the previous fiscal year to 50,034 million yen ($446,017 thousand). This increase was attributable mainly to increases of 2,716 million yen ($24,211 thousand) in notes and accounts payable and 10,863 million yen ($96,835 thousand) in short-term loans, and a decrease of 1,026 million yen ($9,146 thousand) in income taxes payable.

Long-term liabilities decreased by 2,477 million yen ($22,081 thousand), or 12.3%, from the end of the previous fiscal year to 17,644 million yen ($157,282 thousand). This decrease was attributable mainly to an increase of 838 million yen ($7,470 thousand) in deferred tax liabilities and a decrease of 3,609 million yen ($32,172 thousand) in long-term debt. Total liabilities increased by 10,332 million yen ($92,102 thousand), or 18.0%, from the end of the previous fiscal year to 67,678 million yen ($603,299 thousand).

(3) Net Assets

Net assets increased by 3,573 million yen ($31,851

thousand), or 2.5%, from the end of the previous fiscal year to 146,663 million yen ($1,307,390 thousand). This was attributable mainly to a profit attributable to owners of parent of 4,783 million yen ($42,637 thousand), dividends of surplus of 1,955 million yen ($17,427 thousand) and an increase of 640 million yen ($5,705 thousand) in valuation difference on available for sale securities.

As a result, from the end of the previous fiscal year, net assets per share increased by 76.16 yen ($0.68) to 3,192.02 yen ($28.45), and shareholder’s equity to total assets declined from 67.3% to 64.6%.

ii. Cash Flow Status

Cash and cash equivalents at the end of the current fiscal year decreased by 2,856 million yen ($25,459 thousand) from the end of the previous fiscal year to 36,740 million yen ($327,509 thousand). The cash flow components during

the fiscal year and the main reasons for the changes are described below.

(1) Cash flows from operating activities

Net cash provided by operating activities was 6,889 million yen ($61,410 thousand). The major components were income before income taxes of 7,698 million yen ($68,622 thousand), depreciation and amortization of 5,961 million yen ($53,138 thousand), increases of 2,685 million yen ($23,935 thousand) in notes and accounts receivable, 2,150 million yen ($19,166 thousand) in notes and accounts payable, 2,747 million yen ($24,487 thousand) in inventories, a decrease of 651 million yen ($5,803 thousand) in accrued consumption taxes and income taxes paid of 2,968 million yen ($26,458 thousand).

(2) Cash flows from investing activities

Net cash used in investing activities was 16,016 million yen ($142,771 thousand). The major components were an increase in time deposits of 5,965 million yen ($53,173 thousand), payments of 5,612 million yen ($50,027 thousand) for the purchase of investments in subsidiaries resulting in a change in the scope of consolidation, 6,724 million yen ($59,939 thousand) for the purchase of property, plant and equipment and proceeds of 2,343 million yen ($20,886 thousand) from the sale of property, plant and equipment.

(3) Cash flows from financing activities

Net cash provided by financing activities was 6,572 million yen ($58,585 thousand). The major components included a net increase of 10,975 million yen ($97,834 thousand) in short-term loans payable, the repayment of long-term debt of 2,520 million yen ($22,464 thousand) and cash dividends paid of 1,955 million yen ($17,427 thousand).

It is our fundamental principle to reward our shareholders by increasing corporate value. Accordingly, we endeavor to distribute dividends rationally, while ensuring appropriate internal reserves for business growth and enhancing the corporate structure from a long-term perspective. Accordingly, we plan to pay a year-end dividend of 20 yen ($0.18) per share, initially planned for the fiscal year ended March 31, 2017, including an interim dividend of 10 yen ($0.09), resulting in a total dividend of 30 yen ($0.27) per share for the fiscal year.

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Millions of yen

Thousands of U.S. dollars

(Note 1)

KYOEI STEEL, LTD. and Consolidated Subsidiaries

Years ended March 31, 2017 and 2016

2017

2016

2017

ASSETS

Current assets:

Cash and time deposits (Note 12) ¥ 39,446 ¥ 14,739 $ 351,631

Notes and accounts receivable 35,584 31,934 317,204

Marketable securities 8,400 30,000 74,880

Inventories (Note 5) 29,237 24,619 260,626

Deferred tax assets (Note 10) 410 538 3,655

Other current assets 2,944 3,028 26,244

Allowance for doubtful accounts (115) (178) (1,025)

Total current assets 115,906 104,680 1,033,215

Property, plant and equipment:

Buildings and structures 43,014 44,381 383,437

Machinery and equipment 110,702 110,591 986,825

Land (Note 6) 23,993 25,120 213,879

Construction in progress 773 708 6,891

Other 2,349 2,373 20,940

Total 180,831 183,173 1,611,972

Accumulated depreciation (99,457) (103,517) (886,584)

Net property, plant and equipment 81,374 79,656 725,388

Investments and other assets:

Investments in securities (Note 17) 7,433 5,897 66,260

Unconsolidated subsidiaries and affiliated companies (Note 17) 3,683 4,772 32,831

Investments in long-term loans receivable 407 398 3,628

Net defined benefit asset (Note 13) 176 108 1,569

Intangible assets, net 1,659 1,214 14,789

Deferred tax assets (Note 10) 323 615 2,879

Other noncurrent assets (Note 17) 3,444 3,160 30,701

Allowance for doubtful accounts (64) (64) (571)

Total investments and other assets 17,061 16,100 152,086

Total assets ¥ 214,341 ¥ 200,436 $ 1,910,689

Consolidated Balance Sheets

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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Millions of yen

Thousands of U.S. dollars

(Note 1)

KYOEI STEEL, LTD. and Consolidated Subsidiaries

Years ended March 31, 2017 and 2016

2017

2016

2017

Liabilities and Net Assets Current liabilities:

Notes and accounts payable ¥ 11,967 ¥ 9,251 $ 106,677

Short-term loans (Note 7) 24,388 13,525 217,401

Long-term debt due within one year (Note 7) 3,041 2,585 27,108

Income taxes payable 949 1,975 8,460

Deferred tax liabilities (Note 10) 0 3 0

Accrued employees’ bonuses 701 714 6,249

Accrued directors’ bonuses 110 179 981

Provision for loss on business liquidation - 110

-Other current liabilities 8,878 8,883 79,141

Total current liabilities 50,034 37,225 446,017

Long-term liabilities:

Long-term debt (Note 7) 13,427 17,036 119,692

Deferred tax liabilities (Note 10) 920 82 8,201

Deferred tax liabilities for revaluation (Note 6) 2,433 2,592 21,688 Accrued directors’ severance and retirement benefits 9 8 80

Net defined benefit liability (Note 13) 76 88 677

Other long-term liabilities 779 315 6,944

Total long-term liabilities 17,644 20,121 157,282

Total liabilities: 67,678 57,346 603,299

Net assets (Note 9)

Shareholders’ equity

Common stock 18,516 18,516 165,056

Authorized – 150,300,000 shares in 2017 150,300,000 shares in 2016 Issued – 44,898,730 shares in 2017

44,898,730 shares in 2016

Capital surplus 21,493 21,493 191,594

Retained earnings 91,730 88,546 817,704

Treasury stock (1,916) (2,025) (17,080)

Total shareholders’ equity 129,823 126,530 1,157,274

Accumulated other comprehensive income

Valuation difference on available for sale securities 1,952 1,312 17,401

Deferred gains or losses on hedges 40 - 357

Revaluation reserve for land (Note 6) 4,618 4,974 41,166 Foreign currency translation adjustments 1,930 2,229 17,204

Remeasurement of defined benefit plans 2 (159) 18

Total accumulated other comprehensive income 8,542 8,356 76,146

Non-controlling interests 8,298 8,204 73,970

Total net assets 146,663 143,090 1,307,390

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Millions of yen

Thousands of U.S. dollars

(Note 1)

KYOEI STEEL, LTD. and Consolidated Subsidiaries

Years ended March 31, 2017 and 2016

2017

2016

2017

Net sales ¥ 145,991 ¥ 160,952 $ 1,301,399

Cost of sales 127,265 137,063 1,134,471

Gross profit 18,726 23,889 166,928

Selling, general and administrative expenses (Note 8) 10,755 10,097 95,873

Operating income 7,971 13,792 71,055

Other income (expenses):

Interest income 288 297 2,568

Dividend income 222 222 1,979

Interest expense (723) (578) (6,445)

Share of profit of entities accounted for using equity method 112 468 998

Foreign exchange losses (80) (161) (713)

Gain on sale and disposal of property, plant and equipment 566 18 5,045 Loss on sale and disposal of property, plant and equipment (520) (435) (4,635)

Impairment loss on fixed assets (Note 18) - (1,401)

-Reversal of provision for loss on business liquidation - 231 -Loss on liquidation of business (Note 19) (120) (122) (1,070)

Cash sales discount (25) (36) (223)

Loss on sales of investments in securities (94) - (838)

Other, net 101 137 901

Other income (expenses), net (273) (1,360) (2,433)

Income before income taxes 7,698 12,432 68,622

Income taxes (Note 10)

Current 1,835 3,850 16,358

Deferred 722 440 6,436

Total income taxes 2,557 4,290 22,794

Profit 5,141 8,142 45,828

Profit (loss) attributable to non-controlling interests 358 (325) 3,191

Profit attributable to owners of parent ¥ 4,783 ¥ 8,467 $ 42,637

Yen U.S. dollars (Note 1)

Amounts per share (Note 14)

2017

2016

2017

Net income

Basic ¥ 110.41 ¥ 194.94 $ 0.98

Diluted* - -

-Cash dividends applicable to the year ¥ 30.00 ¥ 45.00 $ 0.27

Consolidated Statements of Operations

* As there was no dilutive stock outstanding during the year, the computation of diluted net income per share was not calculated.

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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