Financial Report 2015Year Ended March 31, 2015

TBK Group Management PhilosophyThe TBK Group is a major player in the development, production and sales of components such as

brakes, water pumps for engine cooling and oil pumps for engine lubrication. These components are

essential to the safety and efficiency of light-duty to heavy-duty vehicles and buses. In the recent

years, the TBK group expanded the product line to other engine components such as engine cam-

shafts, cylinder head, cylinder blocks, and turbocharger bearing housings. TBK upholds its flagship

policy of producing customer-oriented products while contributing to the well-being of society. Since

our customers demand high levels of environmental friendliness, consumer safety and affordability,

TBK realizes the need for adding value through its quality assurance policy of "providing customers

with products excelling in safety and reliability."

Fulfilling our corporate social responsibility allows TBK to enhance business and management.

This in turn enables TBK to meet the requirements of all its stakeholders.

Contents

Consolidated Financial Highlights .................................................... 1

Message from the President ............................................................ 2

TBK Business Segment .................................................................... 6

Corporate Governance System ........................................................ 8

Management Discussion and Analysis ........................................... 10

Consolidated Financial Statements................................................ 12

The Risk Factors for Our Corporate Group .................................... 18

Corporate Data ............................................................................... 19

Consolidated Financial HighlightsTBK Co., Ltd. and Consolidated Subsidiaries

For the years ended March 31, 2015, 2014 and 2013

Thous;ands of Millions of yen U.S. dollars (Note) 2015 2014 2013 2015

For the years ended March 31,

Net Sales ..................................................................... ¥ 47,058 ¥45,607 ¥43,008 $391,595

Operating Income ......................................................... 2,934 3,422 3,240 24,415

Net Income ................................................................... 2,152 2,675 2,042 17,907

As of March 31,

Total Net Assets ............................................................. 32,079 28,435 25,852 266,946

Total Assets .................................................................... 61,399 53,026 48,132 510,934

Per share data:

Net Income ................................................................... ¥ 73.40 ¥ 91.20 ¥69.62 $0.610

Net Assets ..................................................................... 1,050.58 931.93 851.00 8.742

Cash Dividends (Non-Consolidated) ............................. 16.00 14.00 10.00 0.133

Key ratios:

Equity Ratio .................................................................. 50.2% 51.6% 51.9% —

Net Income to Equity ................................................... 7.4% 10.2% 8.6% —

Note: U.S. dollars amounts are translated, for convenience only, at U.S.$1= ¥120.17, the rate prevailing on March 31, 2015.

2011 ’13’12 ’14 ’15 2011 ’13’12 ’14 ’15 2011 ’13’12 ’14 ’15

Consolidated Net Sales(¥ millions)

Operating Income(¥ millions)

Equity Ratio(%)

41,673

44,91443,008

45,60747,058

46.4

42.3

51.9 51.6 50.23,502

3,921

3,2403,422

2,934

1TBK Co., Ltd.

Yen U.S. dollars

Business PerformanceFor the period under review, Fiscal 2014 (ended March 31, 2015), the perfor-mance of TBK and its consolidated subsidiaries showed net sales up 3.2% com-pared to the previous period, to ¥47,058 million ($391.5 million). Operating income, however, was down 14.3% to ¥2,934 million ($24.4 million), and there was a drop in net income after taxes as well, by 19.5% to ¥2,152 million ($17.9 million). The overall increase in net sales includes a decline in net sales of parts and products for truck and bus business, down 2.0% to ¥24,700 million, and in engine components, down 1.4% to ¥7,000 million, while there has also been a rise in sales at our overseas business, totaling 15.8% over the previous period, to ¥15,400 million.

Market TrendsTBK Group tends to be infl uenced by trends in foreign production systems in the truck manufacturing and construction equipment industries. Domestically, as a result of the rising demand for replacement vehicles that has occurred with the economic upturn, registrations for medium-duty trucks with payloads of four tons or more increased by 39,315 units in the fi rst half of the fi scal year and by 48,320 units in the second half, for a total of 87,635 units for the entire period. This is an increase of 9.6% compared to the previous one-year period. On the other hand, there was a slight downturn in exports, mainly to member countries of ASEAN. The construction equipment industry also experienced a slight downturn in exports, mainly to emerging countries. In every instance, there has been an accelerating trend of shifting toward overseas production and procurement in regions close to locations where there is demand. Today, as the real global GDP growth rate itself makes abundantly clear, economic growth in emerging nations is driving the world economy and creating the largest consumer market the world has ever known. In the medium-to-long term, distribution quantities in emerging nations are predicted to continue to grow, and a rising trend in truck demand is expected as well. Therefore, in order to continue developing our businesses as a vehicle components manu-facturer on a global scale, we are establishing our price competitiveness both domestically and overseas, and focusing on the expansion of production systems in Thailand, China, India and U.S.A.

Message from the President

2TBK Co., Ltd.

2014 20142015

24.7 (-2.0%)

15.4 (+15.8%)

7.0 (-1.4%)

47.1 (+3.2%)

25.2

13.3

7.1

45.6

Net sales (breakdown) (¥ billion) Operating income (¥ billion)

3.4

2015

2.9 (-14.3%)

Truck and bus business

Engine components

Overseas business

3TBK Co., Ltd.

In order to make steady progress with this course of action, we are relocating TBKK (Thai-land) to a new plant and are currently moving forward with procedures for the transition of production systems.

TBK Group Basic Management ActivitiesEnvisioning itself becoming a center of long-term economic growth in Asia and emerging countries, and of manufacturing activities worldwide, TBK Group is focusing on the following four basic policies in order to realize continued growth.

1) Acquisition of new “commercial rights”TBK Group has been engaged in aggressive business activities targeting domestic and foreign manufacturers of trucks, industrial equipment, construction equipment and vehicle engines, and has continued in the period under review to acquire new orders for commercial rights.

2) Overall cost reductionIn an ongoing effort to reduce overall costs, TBK Group is engaging in thorough cost manage-ment, using a three-pronged approach of reducing the cost of materials, improving production efficiency and curtailing expenditures.

3) Focus on development of market-appropriate products and environmentally friendly productsIn response to the needs of today’s markets, TBK Group has been engaged in active develop-ment and marketing of product models for emerging nations with substantial cost-minimiza-tion needs, electric pumps and other items for energy-saving applications, and environmentally friendly products, and this focus has led to an increase in new orders.

4) Expansion of operations in other countriesTBK continues to focus on the acquiring of new commercial rights outside of Japan, especially in Asia, and is also endeavoring to expand its business operations and range of activities at its subsidiaries and affiliates in Thailand, China, India and the U.S.A. In particular, at our base of operations in Thailand, the construction of a new plant is moving forward in tandem with an expansion in order-processing and production projects.

02010

World economy

The real global GDP growth

Advanced nations

Emerging nations

7.4

6.2

2.5

4.7 4.4

2011 2012 2013 2014

2.0

4.0

6.0

8.0

3.0

1.71.2 1.3

1.8

5.1

3.9

3.1

3.3 3.3

(%)

4TBK Co., Ltd.

TBKK (Thailand) (New Plant) TBK India TBK America

Medium-Term Management PoliciesAt TBK, we are moving forward with our 12th Medium-Term Business Plan (“TBK Evolu-tion Plan” (TEP), through March 2016), so as to be able to respond to imminent changes in the business environment, such as the slowing of growth of the domestic marketplace in Japan in the medium and long term, the expansion of markets in emerging nations in Asia and else-where, and the tightening of environmental regulations both domestically and overseas. The basic policies in this plan are as follows:

1) Expansion of consolidated net salesWith growth in the domestic marketplace slowing down in the medium and long term, and emerging markets in Asia and elsewhere expected to continue showing robust growth, we are aiming to expand our net sales and realize a foreign sales ratio of at least 40%.

2) Strengthening TBK’s global competitivenessOverseas we are acquiring new commercial rights in the Asian region with a focus on Thailand, carrying out investment in production-increase systems in order to respond to local production expansion by Japanese-affiliated truck manufacturers, and constructing a new plant in Thailand.In Japan, we are engaged in development and order-taking activities for environmentally friendly products such as electric pumps and self-generating retarders, and are endeavoring to strengthen our competitiveness by making investments in production optimization.

3) Establishing corporate reliabilityWe will maintain and deepen healthy, favorable relationships with all parties with interests in TBK Group by engaging in business activities that are founded on compliance and risk man-agement, and we will endeavor to contribute to the sustainable development of society and fulfill our social responsibilities as a corporation.

5TBK Co., Ltd.

Outlook for the FutureThe truck manufacturing industry, which is TBK Group’s client base, is going through a transi-tion in which domestic demand will tend either to shrink and exports have been in decline as well. On the other hand, the shift toward overseas production and procurement is expected to accelerate. In particular, it is predicted that emerging nations will soon be driving the world economy, with distribution quantities rising in those regions, and truck demand also increas-ing in the medium- and long-term. In light of this situation, it is our intention to maintain our focus on sales promotion both do-mestically and in the Asian region, and to work toward improved production efficiency, cost reduc-tion and overall performance. Consequently, our consoli-dated financial outlook for com-ing Fiscal 2015 (ending March 31, 2016) aims for an increase in consolidated net sales of 4.1% or over ¥49,000 million compared to the period under review, but we are anticipating a drop in operating income of 21.6% to ¥2,300 million, and in net income of 30.3% to ¥1,500 million. TBK Group’s estimated consolidated net sales breakdown indicates a drop in net sales of truck and bus business of 2.4% to ¥24,100 million, and a rise in overseas net sales of 18.2% to ¥18,200 million.

Regarding Distribution of Profits and Raising of Corporate ValueAt TBK Group, return on profits to our shareholders is treated as a vital management concern, and strengthening both earning power and financial structure while maintaining stable dividend distribution is a fundamental aspect of company policy. Furthermore, with regard to imple-menting distribution, we take into consideration both performance trends and the business environment, and carry out comprehensive evaluation and decision-making. For the period under review, the September 2014 interim dividend was set at ¥8.00/share, while the March 2015 year-end dividend was ¥8.00 and the annual dividend was ¥16.00/share. Similar levels are expected for the coming fiscal year. Furthermore, with the changes in business environment that lie ahead, we will strive to strengthen both our earning power and our financial base, and we are planning to build up our internal reserves and allocate funds for future investment in facility and development projects in order to raise our corporate value.

Takaaki Kishi President

Net sales(¥ billion)

Operating income(¥ billion)

2015 (Japan) (Asia) (U.S.A.) 2016

(Increased prior

investment)

(Increased prior

investment)

(Declined export to

Asia)

(Expanded Asian

business)

(Expanded sales)47.1

2.9 -0.3-0.3 0.0 2.3

-0.9

+2.5+0.3 49.0

Drum brakes

TBK has 71% of the market share in drum brakes for the domestic truck industry, and is expanding into development and production of friction material linings and disk pads as well.

TBK Group develops and manufactures important safety parts for medium-to-heavy com-mercial and passenger vehicles, such as brakes, water pumps for engine cooling, oil pumps for lubrication, and a wide range of engine components and other products. As a major supplier to automotive manufacturers, we control a large share of the market for such products in Japan, especially in the brakes and pumps sectors. In fulfilling our duties as a vehicle components manufacturer, we prioritize product reli-ability, safety and durability. With manufacturing bases in Japan, Thailand, China, India and the U.S.A., TBK responds to the needs of automotive and construction equipment manufacturers worldwide. Manufactured in TBK’s plants in Japan in compliance with ISO/TS16949 and the company’s own TPM (Total Productive Maintenance) production system, our products have gained our customers’ trust. TPM is a production system built by TBK to optimize work ef-ficiency and avert disasters, defects, accidents and losses of all kinds.

TBK Business Segment

Drum brakes

6TBK Co., Ltd.

Brake linings

Brake pads

Water pumps and oil pumps

TBK has 65% of the market share of engine-area water pumps for the domestic truck industry, and 85% of oil pumps. Production by aluminum die-casting is underway at TBK, and through joint development efforts with engine manufac-turers, we are realizing a more efficient product supply chain.

Water pumps

71%

Shares in Japan

Shares in Japan

Shares in Japan

65% 85%

71%

Shares in Japan

Shares in Japan

Shares in Japan

65% 85%71%

Shares in Japan

Shares in Japan

Shares in Japan

65% 85%

Oil pumps

Electromagnetic Retarders

7TBK Co., Ltd.

Power saving pumpsElectric pumps

Allowing for layout-independent designs, these pumps maintain cooling and ensure hydraulic pressure even while the engine is stopped, and enable lubricating oil application.

Retarders

As our retarders are electromagnetic, there is no time lag, and ABS integration is easy to carry out. We offer a full line of self-generating retarders that operate without electricity.

Self-generating retarders

Other products

Engine camshaftsTurbocharger bearing housings Cylinder heads Hub drums

Outline of Corporate Governance SystemTBK’s basic conception of corporate governance places emphasis on expediting management decision-making, carrying out smooth execution of business operation activities, ensuring transparency in decision-making and execution processes, and eliminating illegality via mutual checks and balances. TBK has adopted a Board of Corporate Auditors system, featuring three corporate auditors who are all outside auditors. Each month, the corporate auditors convene for the meeting of the board of corporate auditors, and attend the meeting of the board of directors as well. The statutory auditor is present at meetings of the executive officers and other committees, and per-forms audits of the Executive Operations Division, including subsidiary operations, on a regular basis. In addition, in order to carry out supervision of the directors’ performance of duties from an independent standpoint, and enhance the functioning of the board of directors, we are ap-pointing two outside directors at the annual shareholders meeting held in June 2015. It is hoped that the presence of outside directors will create opportunities for obtaining advice in managerial decision-making and judgment processes. The board of directors convenes on a monthly basis, holding ad hoc meetings when neces-sary, and in addition to carrying out discussions and decisions on important executive opera-tions, supervises the directors’ performance and issues reports on the status of duties performed by the representative director and the managing executive directors. The company auditors attend board of directors meetings and state their opinions as appropriate. Executive officer meetings are held twice per month for carrying out discussions and deci-sions on individual management issues that pertain to executive operations. The statutory audi-tor participates in executive officer meetings and states his opinions as appropriate.

Reasons for adopting corporate governance systemWe believe that in addition to providing for rapid, strategic decision-making and supervision by a board of directors that is well-acquainted with the vehicle components manufacturing indus-try and the management concerns of this company, a two-tier system of supervision and audit-ing by outside directors and outside corporate auditors will be an effective and efficient way to ensure the trust of our shareholders and investors. As such, we have decided that the Company with Board of Corporate Auditors model is suitable for TBK, and we are moving forward to en-hance our corporate governance in line with this kind of system. Furthermore, in addition to the three-year medium-term business plan we have drawn up and implemented, separate medium-term business plan meetings are held whenever necessary with the participants of the executive officer meetings.

Implementation status of internal control systemTBK is building an internal control system founded on compliance promotion and risk man-agement. In addition, three times per half-year we hold group management meetings, at which we receive reports on the status of executive planning and operations at our subsidiaries, take into account the management situations and concerns of all TBK Group companies, and work toward a system of internal controls for the entire corporate group.

Implementation status of compliance structureIn order to improve actual compliance effectiveness, TBK is reconfiguring its compliance pro-motion structure to enable company officers and all employees to act in accordance with laws,regulations, articles of incorporation and management principles. Specifically, this structure

8TBK Co., Ltd.

Corporate Governance System

entails the appointment of an overall risk and compliance manager, the assignment of manag-ers from each division and office as risk and compliance managers, and section managers as risk and compliance promoters, as well as the conducting of research and analysis of the laws and regulations relevant to the duties performed by each division, along with a reassessment of internal company rules. In addition, we will be responsible for preparing necessary documents and carrying out communications and training internally for the appropriate departments.

Implementation status of risk management systemIn order to implement our risk management system, we have established a set of risk manage-ment rules. Risk status is ascertained on a twice-yearly basis by identifying, addressing and managing each risk individually, and carrying out appropriate measures and verification upon reporting this information to the board of directors.

Internal Auditing and Auditing by Corporate AuditorsInternal auditing at TBK is carried out primarily by the Operation Audit Office, and with regard to issues of legality, effectiveness and efficiency of the operations of each division and at domestic and foreign subsidiaries, audits that include measures for product quality and the environment are performed. Concerning legality, we are also paying special attention to the Subcontract Act, the Antimonopoly Act and other laws so as to best fulfill our social responsi-bility as a publicly listed company. With regard to auditing by corporate auditors, all corporate auditors are present at the monthly board of corporate auditors meeting, and also participate in the meeting of the board of directors and state their opinions as appropriate. The statutory auditor participates in execu-tive officer meetings and other committees and states his opinions as appropriate, and performs audits of operations division and the subsidiaries on a regular basis. Pursuant to audit policy and planning, in addition to auditing the performance of the directors and operations division, audits of the building and usage status of the internal control system are carried out as well.

The Outside Directors and the Outside Corporate Auditors TBK has two outside directors and three outside corporate auditors. There are no personal or other relationships, whether capital, transactional or of vested interest, between TBK and the outside director or outside corporate auditors. Moreover, on the occasion of appointing the outside director and outside corporate auditors, selections are made from a standpoint indepen-dent of TBK’s administration, bearing in mind the character and insight of the candidates, who must possess objective, expert perspectives in order to execute management auditing functions.

9TBK Co., Ltd.

Statutory auditor

Sadao Suzuki

Auditors

Teruyuki MaeharaMitsunori Matsumoto

Board of Directors, Executive Officers and Corporate Auditors (As of June 18, 2015) PresidentTakaaki Kishi

Member of Board, Managing Executive OfficerHiroaki Katayama

Member of Board, Executive OfficersSatoshi NimiyaKenji Yamada

Member of Boards

Hiroshi TakahashiMasayuki Yamazaki

Executive Officers

Kunihiko YasumuraYasushi KikuchiHiromichi FurukawaDing XuweiTakeshi HojiSatoshi AzuhataShigeru MachidaTsutomu Sato

Management Discussion and Analysis

10TBK Co., Ltd.

Business PerformanceTBK Group’s consolidated net sales for Fiscal 2014 (ended March 31, 2015) increased 3.2% compared to the previous period, to ¥47,058 million ($391.5 million). However, there was a drop in operating income of 14.3% compared to the previous period, stopping at ¥2,934 mil-lion ($24.4 million), and net income after taxes fell 19.5%, to ¥2,152 million ($17.9 million).

Net Sales by Product Segment98.9% of TBK Group’s consolidated net sales is in the vehicle component manufacturing business (¥46,520 million), and the remaining 1.1% (¥538 million) is in the real estate lending business. The breakdown of vehicle component manufacturing business sales is 43.9% in brakes businesses, 49.4% engine components businesses (primarily water pumps and oil pumps), and 5.5% other vehicle components businesses.

Millions of yen Thousand ofU.S. dollars

Brakes: For vehicles ¥20,518 43.6 ¥20,524 45.0 $170,741 For Construction Equipment 175 0.4 175 0.4 1,264 Sub-total 20,670 43.9 20,699 45.4 172,006Engine Components Pumps: For vehicles 12,290 26.1 12,374 27.1 102,271 For Construction Equipment 3,115 6.6 2,967 6.5 25,921 Other Engine Components: For vehicles 4,400 9.4 3,386 7.4 36,614 For Construction Equipment 3,456 7.3 3,301 7.2 28,759 Sub-total 23,261 49.4 22,030 48.3 193,567Other 2,589 5.5 2,339 5.1 21,544Real Estate 538 1.1 538 1.2 4,476 Total ¥47,058 100.0 ¥45,607 100.0 $391,595

2015 (%) 2014 2015(%)

Net Sales and Profits by Regional SegmentJapan (Domestic)Net sales in our domestic vehicle components manufacturing business increased 0.2% to ¥35,328 million compared to the previous period, with segment profits also up 3.1% to ¥2,133 million. Net sales in our real estate lending business, which is solely domestic, remained at ¥538 million, the same level as the previous period, while segment profits rose by 0.4% to ¥213 mil-lion.

Asian regionNet sales in the Asian region, including Thailand and China, rose 9.6% to ¥12,186 million com-pared to the previous period, and segment profits fell 52.6% to ¥549 million.

North american regionIn North America, net sales rose 31.3% to ¥1,764 million, and segment profits were four times greater than the previous period, reaching ¥174 million.

11TBK Co., Ltd.

2011 ’12 ’13 ’14 ’15

Total Assets(¥ billions)

46.2 48.2

2011 ’12 ’13 ’14 ’15

Liabilities(¥ billions)

25.9 25.1

2011 ’12 ’13 ’14 ’15

Net Assets(¥ billions)

20.2

23.048.153.0

61.3

22.224.5

29.325.8

28.4

32.0

Financial PositionTotal assets at year-end rose 15.8% or ¥8,373 million compared to the previous period, reaching ¥61,399 million. Some of the primary factors contributing to this growth were increases of ¥984 million in cash and deposits, ¥1,325 million in notes and accounts receivable, ¥299 million in in-ventory assets, acquisition of tangible assets totaling ¥5,163 million, and ¥1,106 million in invest-ment securities. The year-end balance of liabilities rose 19.2% or ¥4,729 million, to a total of ¥29,319 million.This rise was in large part due to increases in short-term loans payable of ¥786 million, notes payable-equipment of ¥285 million, long-term debt of ¥3,203 million and lease obligations of ¥458 million. Net assets rose 12.8% or ¥3,643 million compared to the previous period, reaching ¥32,079 million. This was in large part due to increases in the period under review of ¥1,519 million in re-tained earnings resulting from the appropriation of net income, and of ¥1,015 million in currency translation adjustment due to the effect of the weak yen. As a result, the capital-to-equity ratio fell, albeit only slightly, from 51.6% at the end of the previous period to 50.2% at the end of Fiscal 2014.

Cash FlowsAt the end of the period under review, cash and cash equivalents were up ¥984 million from the previous period, to a total of ¥3,043 million. Of that total, while there was a net increase in operat-ing cash flows of ¥4,560 million during the period, investing cash flows showed a net decrease of ¥6,947 million and financing cash flows had a net increase of ¥3,245 million, resulting in a total net increase of ¥858 million, which, added to a ¥125 million effect of exchange rate changes on cash and cash equivalents, yielded a net increase of ¥984 million, thus arriving at the period-end balance of ¥3,043 million.

Cash flows from operating activitiesFunds generated by operating activities during the period under review were 7.0% lower than the previous period, totaling ¥4,560 million. This was in large part due to there being ¥2,906 million in net income before income taxes, and on the other hand, factors such as depreciation totaling ¥3,068 million and ¥799 million in income tax paid.

Cash flows from investing activitiesFunds used for investment activities during the period under review were 33.8% higher than the previous period, totaling ¥6,947 million. This was in large part due to outlays of ¥6,673 million for acquisition of tangible assets in relation to capital investment, which includes a total of ¥4,438 mil-lion invested in the construction of the new plant in Thailand and other projects.

Cash flows from financing activitiesFunds generated from financing activities amounted to ¥3,245 million, approximately six times the previous period total. This was in large part due to a total increase in ¥3,393 million in long-term loans and other bank borrowing, which includes an increase in borrowing of ¥3,126 million neces-sitated by the construction of the new plant in Thailand.

Thousands of Millions of yen U.S. dollars (Note) ASSETS 2015 2014 2015Current Assets: Cash on hand and at bank .................................................................. ¥ 3,043 ¥ 2,059 $ 25,322 Notes and accounts receivable ............................................................ 11,674 10,349 97,145 Merchandise and finished goods ......................................................... 1,102 1,057 9,170 Work in process .................................................................................. 954 902 7,938 Raw materials and supplies ................................................................. 1,682 1,480 13,996 Corporate tax receivable .................................................................... 10 — 83 Deferred tax assets ............................................................................. 405 421 3,370 Other ............................................................................................... 644 728 5,359 Reserve for possible loan losses ........................................................... (5) (25) (41)

Total current assets ........................................................................ 19,513 16,973 162,378

Property, Plant and Equipment: Tangible Fixed Assets: Buildings and structures ................................................................ 8,982 8,713 74,744 Machinery and equipment ............................................................ 9,400 7,927 78,222 Land ............................................................................................. 11,529 9,959 95,939 Construction in progress ............................................................... 3,423 1,642 28,484 Other ........................................................................................... 949 876 7,897

34,285 29,121 285,304 Intangible Fixed Assets: Software ....................................................................................... 416 474 3,461 Other ........................................................................................... 79 94 657 495 569 4,119 Investment and Other Assets: Investment securities ..................................................................... 4,533 3,426 37,721 Corporate bond of affiliate company ............................................. 683 683 5,683 Investment in capital ..................................................................... 634 725 5,275 Long-term loans ........................................................................... 1,036 999 8,621 Deferred tax assets ......................................................................... 257 467 2,138 Others .......................................................................................... 138 152 1,148 Allowance for possible loan losses .................................................. (12) (15) (99) Reserve for possible investment losses ........................................... (165) (76) (1,373)

7,104 6,362 59,116

Total property, plant and equipment .................................................. 41,885 36,053 348,547

Total Assets ......................................................................................... ¥61,399 ¥53,026 $510,934

Note: U.S. dollars amounts are translated, for convenience only, at U.S.$1= ¥120.17, the rate prevailing on March 31, 2015.

Consolidated Balance SheetsTBK Co., Ltd. and Consolidated SubsidiariesAs of March 31, 2015 and 2014

12TBK Co., Ltd.

Thousands of Millions of yen U.S. dollars (Note) LIABILITIES AND NET ASSETS 2015 2014 2015Current Liabilities: Notes and accounts payable ................................................................ ¥ 6,273 ¥ 6,035 $ 52,201 Short-term debt ................................................................................. 3,669 2,882 30,531 Lease obligations ................................................................................ 145 112 1,206 Accrued income taxes ........................................................................ 159 384 1,323 Accrued bonuses to employees ........................................................... 674 760 5,608

Accrued bonuses to board of directors ................................................ 70 80 582 Notes payable — equipment ................................................................ 650 365 5,409 Other ............................................................................................... 2,085 1,849 17,350

Total current liabilities................................................................... 13,728 12,471 114,238

Non-Current Liabilities: Long-term debt .................................................................................. 5,412 2,208 45,036 Lease obligations ................................................................................ 982 524 8,171 Deffered tax liabilities ......................................................................... 589 480 4,901 Deferred tax liabilities on revaluation of land ...................................... 2,440 2,694 20,304 Net defined benefit liability ................................................................ 2,812 2,686 23,400 Other ............................................................................................... 3,353 3,524 27,902

Total non-current liabilities ........................................................... 15,591 12,119 129,741

Total liabilities ............................................................................... 29,319 24,590 243,979

Net Assets: Shareholders' equity: Common stock .................................................................................. 4,617 4,617 38,420 Capital surplus .................................................................................... 250 250 2,080 Retained earnings .............................................................................. 18,183 16,664 151,310 Treasury stock, at cost ......................................................................... (35) (33) (291) 23,015 21,497 191,520

Revaluation adjustment: Valuation difference on available-for-sale securities ............................. 1,330 657 11,067 Revaluation reserve for land ............................................................... 5,262 5,008 43,787 Foreign currency translation adjustment .............................................. 1,412 396 11,750 Remeasurements of defined benefit plans ........................................... (208) (224) (1,730)

7,797 5,837 64,883 Minority interests .................................................................................. 1,266 1,099 10,535

Total net assets .............................................................................. 32,079 28,435 266,946

Total liabilities and net assets ........................................................ ¥61,399 ¥ 53,026 $510,934

13TBK Co., Ltd.

Thousands of Millions of yen U.S. dollars (Note) 2015 2014 2015

Net sales .................................................................................................... ¥47,058 ¥45,607 $391,595

Cost of sales ............................................................................................... 40,555 38,620 337,480 Gross profit .............................................................................................. 6,503 6,986 54,115

Selling, general and administrative expenses ......................................... 3,569 3,564 29,699 Operating income .................................................................................... 2,934 3,422 24,415

Other income (expenses): Interest income (expenses)........................................................................ (143) (105) (1,189) Dividend income ..................................................................................... 55 34 457 Transfer to reserve for possible investment losses ....................................... — 0 — Provision of allowance for investment loss ............................................... (88) — (732) Foreign exchange gains (losses) ................................................................. 25 28 208 Gain (loss) on sale and disposal of property, plant and equipment, net ...................................................................... (5) (13) (41) Gain on liquidation of subsidiaries and affiliates ....................................... 42 — 349 Others, net ............................................................................................... 87 72 723 Total .................................................................................................. (28) 16 (233)

Income before income taxes and minority interests ............................ 2,906 3,439 24,182

Income taxes: Current .................................................................................................... 561 814 4,668 Deferred .................................................................................................. 159 (170) 1,323 720 644 5,991Income before minority interests ............................................................. 2,186 2,794 18,190Minority interests ...................................................................................... 33 119 274Net income ............................................................................................... ¥ 2,152 ¥ 2,675 $ 17,907

Consolidated Statements of IncomeTBK Co., Ltd. and Consolidated SubsidiariesFor the years ended March 31, 2015 and 2014

14TBK Co., Ltd.

Thousands of Millions of yen U.S. dollars (Note) 2015 2014 2015

Income before minority interests .................................................................. ¥2,186 ¥2,794 $18,190Other comprehensive income (loss): Net unrealized holding gain on securities ................................................. 672 0 5,592 Difference in revaluation of land ............................................................. 254 — 2,113 Translation adjustments ............................................................................ 1,173 394 9,761 Remeasurements of defined benefit plans ................................................ 16 — 133 2,117 394 17,616Comprehensive income ................................................................................. ¥4,303 ¥3,189 $35,807

Comprehensive income attributable to shareholders of the Company ............. ¥4,112 ¥2,948 $34,218Comprehensive loss attributable to minority interests ..................................... 191 241 1,589

Consolidated Statements of Comprehensive IncomeTBK Co., Ltd. and Consolidated SubsidiariesFor the years ended March 31, 2015 and 2014

Consolidated Statements of Changes in EquityTBK Co., Ltd. and Consolidated SubsidiariesFor the years ended March 31, 2015 and 2014

15TBK Co., Ltd.

Millions of yen

Shareholders' equity

Total Retained Trearusy stock, shareholders' Common stock Capital surplus earnings at cost equity

Balance at April 1, 2013 ¥4,617 ¥250 ¥14,340 ¥(30) ¥19,177

Cumulative effect of changes in accounting policies —Restated balance 4,617 250 14,340 (30) 19,177Changes during the year: Cash dividends (352) (352) Net income 2,675 2,675 Purchases of treasury stock (3) (3) Net changes in items other than shareholders' equity Total changes during the year — 0 2,323 (2) 2,320

Balance at March 31, 2014 ¥4,617 ¥250 ¥16,664 ¥(33) ¥21,497

Cumulative effect of changes in accounting policies (193) (193)Restated balance 4,617 250 16,470 (33) 21,304Changes during the year: Cash dividends (439) (439) Net income 2,152 2,152 Purchases of treasury stock (2) (2) Net changes in items other than shareholders' equity Total changes during the year — — 1,712 (2) 1,710Balance at March 31, 2015 ¥4,617 ¥250 ¥18,183 ¥(35) ¥23,015

Millions of yen

Accumulated other comprehensive income (loss)

Net Remeasurements Total accumulated unrealized of defined other holding gain Revaluation Translation benefit plans, comprehensive Minority Total net on securities adjustment adjustments net of taxes income, net interests assets

Balance at April 1, 2013 ¥656 ¥5,008 ¥123 — ¥5,788 ¥886 ¥25,852 Cumulative effect of change in accounting policies —Restated balance 656 5,008 123 — 5,788 886 25,852Changes during the year: Cash dividends (352) Net income 2,675 Purchases of treasury stock (3) Net changes in items other than shareholders' equity 0 — 272 (224) 48 213 262 Total changes during the year 0 — 272 (224) 48 213 2,582

Balance at March 31, 2014 ¥657 ¥5,008 ¥396 ¥(224) ¥5,837 ¥1,099 ¥28,435 Cumulative effect of changes in accounting policies (193)Restated balance 657 5,008 396 (224) 5,837 1,099 28,242 Changes during the year: Cash dividends (439) Net income 2,152 Purchases of treasury stock (2) Net changes in items other than shareholders' equity 672 254 1,015 15 1,959 166 2,126 Total changes during the year 672 254 1,015 15 1,959 166 3,837 Balance at March 31, 2015 ¥1,330 ¥5,262 ¥1,412 ¥(208) ¥7,797 ¥1,266 ¥32,079

16TBK Co., Ltd.

Thousands of U.S. dollars

Shareholders' equity

Total Retained Trearusy stock, shareholders' Common stock Capital surplus earnings at cost equity

Balance at April 1, 2014 $38,420 $2,080 $138,670 $(274) $178,888

Cumulative effect of change in accounting policies (1,606) (1,606)

Restated balance 38,420 2,080 137,055 (274) 177,282

Changes during the year:

Cash dividends (3,653) (3,653)

Net income 17,907 17,907

Purchases of treasury stock (16) (16)

Net changes in items other than shareholders' equity

Total changes during the year — — 14,246 (16) 14,229

Balance at March 31, 2015 $38,420 $2,080 $151,310 $(291) $191,520

Thousands of U.S. dollars

Accumulated other comprehensive income (loss)

Net Remeasurements Total accumulated unrealized of defined other holding gain Revaluation Translation benefit plans, comprehensive Minority Total net

on securities adjustment adjustments net of taxes income, net interests assets

Balance at April 1, 2014 $5,467 $41,674 $3,295 $(1,864) $48,572 $9,145 $236,623

Cumulative effect of change in accounting policies (1,606)

Restated balance 5,467 41,674 3,295 (1,864) 48,572 9,145 235,017

Changes during the year:

Cash dividends (3,653)

Net income 17,907

Purchases of treasury stock (16)

Net changes in items other than

shareholders' equity 5,592 2,113 8,446 124 16,301 1,381 17,691

Total changes during the year 5,592 2,113 8,446 124 16,301 1,381 31,929

Balance at March 31, 2015 $11,067 $43,787 $11,750 $(1,730) $64,883 $10,535 $266,946

Thousands of Millions of yen U.S. dollars (Note) 2015 2014 2015Cash flows from operating activities: Income before income taxes ............................................................................. ¥2,906 ¥ 3,439 $24,182 Adjustment: Depreciation ................................................................................................. 3,068 2,792 25,530 Increase (decrease) in allowance for employee bonuses .................................. (109) 128 (907) Increase (decrease) in allowance for board of director bonuses ......................... (10) — (83) Decrease in net defined benefit liability ......................................................... (148) (235) (1,231) Interest and dividend income ........................................................................ (87) (61) (723) Interest expenses ........................................................................................... 174 132 1,447 Loss (gain) on sales of property, plant and equipment ..................................... (2) 4 (16) Loss on disposal of property, plant and equipment ......................................... 8 9 66 Loss on liquidation of subsidiaries and affiliates ........................................... (42) — (349) Changes in assets and liabilities: (Increase) in receivables ............................................................................ (858) 94 (7,139) (Increase) decrease in inventories .............................................................. (137) (595) (1,140) Increase (decrease) in notes and accounts payable ...................................... 29 235 241 (Increase) in consumption taxes receivable ................................................ (168) (36) (1,398) (Decrease) in consumption taxes payable................................................... 318 (15) 2,646 (Decrease) in account payable ................................................................... 57 (64) 474 Others, net ............................................................................................... 404 (397) 3,361 Sub-total ............................................................................................. 5,404 5,431 44,969 Interest and dividend received ....................................................................... 87 61 723 Interest paid .................................................................................................. (132) (89) (1,098) Income tax paid ............................................................................................ (799) (497) (6,648) Net cash provided by operating activities ............................................. 4,560 4,906 37,946

Cash flows from investing activities: Payment for purchases of property, plant and equipment .................................... (6,673) (3,520) (55,529) Proceeds from sales of property, plant and equipment ......................................... 47 8 391 Payment for purchases of intangible assets .......................................................... (46) (338) (382) Payment for perchase of investments in securities ............................................... (148) (1,112) (1,231) Payment for subscription ................................................................................... 133 — 1,106 Payment by loans .............................................................................................. (103) (49) (857) Proceeds from collection of loans ...................................................................... 13 1 108 Payment for refunding of the long-term security deposits .................................. (180) (180) (1,497) Others, net ........................................................................................................ 9 0 74 Net cash used in investing activities ..................................................... (6,947) (5,190) (57,809)

Cash flows from financing activities: Increase in short-term loans, net ........................................................................ (34) 457 (282) Increase (decrease) in long-term loans, net ......................................................... 3,427 800 28,517 Repayment of redemption of corporate bonds................................................... — (200) — Payment of dividend ......................................................................................... (440) (351) (3,661) Others, net ........................................................................................................ 292 (173) 2,429 Net cash provided by (used in) financing activities ............................... 3,245 531 27,003

Effect of exchange rate changes on cash and cash equivalents ................... 125 59 1,040Net increase (decrease) in cash and cash equivalents ................................... 984 306 8,188Cash and cash equivalents at beginning of the year ..................................... 2,059 1,752 17,134

Cash and cash equivalents at end of year ....................................................... ¥3,043 ¥ 2,059 $25,322

Consolidated Statements of Cash FlowsTBK Co., Ltd. and Consolidated SubsidiariesFor the years ended March 31, 2015 and 2014

17TBK Co., Ltd.

18TBK Co., Ltd.

The following factors regarding our business activities and operations have the potential to affect inves-tors’ decisions. Any forecasts that appear in the following were judgments made by our corporate group as of the end of the year under review.

1) Global economic trendsThe rapid deceleration of the global economy has resulted in a sharp sales decline of trucks in Europe, the United States, Thailand, China, and Japan, which has a direct impact on our group’s business. There has also been a major sales decline for construction machinery worldwide. The result has been a decline in our own sales. Therefore, it is likely that global economic trends in the future will have an impact on our sales.

2) Trends in the domestic truck marketThe Group has implemented measures aimed at lowering the share of consolidated net sales occupied by sales to the domestic ordinary truck market. Despite such efforts, the ratio remains high, and we have an overwhelming market share in this sector. For this reason, trends in this sector are likely to have a significant impact on consolidated net sales. However, as demand for trucks in the domestic market has peaked, we are currently implementing strategies to lower this dependence by increasing sales in over-seas markets and the construction equipment market. But, further contraction of the domestic truck market could still have an adverse impact on consolidated net sales.

3) Risk from reliance on customer marketsTBK Group’s main customers are domestic manufacturers of trucks with payloads of four tons or more. Changes in technical development trends and procurement policies at any of these companies, and sud-den shifts in the marketplace and industry environment, may influence TBK’s performance.

4) Reliance on interest-bearing debtThe Group mainly procures funds by borrowing from financial institutions, and makes scheduled repay-ments. Changes to the financial environment or the Groupﾕs inability to raise funds in line with its plans could impact negatively on its performance and financial position.

5) Risk from defective productsTBK Group is accredited with ISO/TS16949 and conducts quality assurance activities in line with these standards. Despite this, there is a risk of an end-user of a product experiencing problems in un-foreseen circumstances. TBK recognizes that this would have a major impact on costs and evaluation of the Company. Such an occurrence would have a detrimental effect on the results and financial position of the Group.

6) Risk of supply of materialsCurrently, TBK Group experiences no problems with the supply of materials and components for its production activities, with both materials and components sufficiently procured. However, fluctuations in peripheral sectors may hinder suppliers and in turn effect TBK’s production operations. Additionally, price hikes for materials and components may have an adverse effect on the results and financial posi-tion of the Group.

7) Risk from natural disastersTBK Group has positioned its plants in industrial areas where the risk of flood damage is assessed as being minimal. With respect to earthquakes, TBK feels that the impact of any event would be minimal because its facilities are located in places that would be largely unaffected by damage from shaking or earth movement. In the event of a fire, TBK has produced an emergency response manual and regularly conducts checks on its fire-fighting equipment. However, TBK cannot completely remove the risk of disaster and in the event of a calamity plant operations may be reduced.

8) Regional risk of global operationsTBK Group has its main production and sales centers in Thailand, China and other Asias. In the event of sudden changes in laws, regulations and taxes as well as infrastructure-related obstacles such as power supply, in addition to social unrest caused by political instability and other social issues, TBK may see these factors have an adverse effect on Group earnings and financial position.

The Risk Factors for Our Corporate Group

Corporate Data

Corporate Information (As of March 31, 2015)

TBK Co., Ltd.Head Office4-21-1, Minami Naruse, Machida, Tokyo 194-0045, JapanTEL: 042-739-1471 FAX: 042-739-1477

Paid in Capital: ¥4,617 million Number of authorized shares: 76,000,000 shares Number of shares issued: 29,424,635 shares Share units: 100 shares Number of shareholders: 4,397 Stock Listing: Tokyo Stock Exchange

Fukushima No. 1 PlantFukushima No. 2 PlantFukushima No. 3 PlantTokachi Proving Ground

19TBK Co., Ltd.

Type of Shareholders

Financial Institutions30.32 %

Individuals and Others21.66 %

Domestic Institutional Investors25.64 %

Foreign Institutional Investors22.05 %

Treasury Stock0.33 %

Major Shareholders (As of March 31, 2015)

Isuzu Motors Limited 2,798 9.54BBH for Fidelity Puritan Fidelity Series Intrinsic Opportunity Fund 1,800 6.14Asahi Mutual Life Insurance Company 1,610 5.49Sumitomo Mitsui Banking Corporation 1,423 4.85The Bank of Yokohama, Ltd. 1,423 4.85Mitsubishi Heavy Industries, Ltd. 1,341 4.57BBH for Fidelity Low Priced Stock Fund (Principal All Sector Subportfolio) 1,065 3.63Japan Trustee Services Bank, Ltd.(Trust Account) 909 3.10 CBNY DFA INTL SMALL CAP VALUE PORTFOLIO 592 2.02Teikyo University 561 1.91

*percentage of held is calculated exclusive of 95,645 treasury stocks.

Percentage of shares held

(%)

Number of shares held(thousands)

Group Companies:Tokyo Seiko Co., Ltd. (Japan)TBR Co., Ltd. (Japan)TBK Sales Co., Ltd. (Japan)

TBK America, Inc. (U.S.A.)TBKK (Thailand) Co., Ltd. (Thailand)Full Win Developments Ltd. (Hong Kong)Qiaotou TBK Co., Ltd. (China)TBK China Co., Ltd. (China)Chang’an TBK Co., Ltd. (China)Changchun TBK SHILI Auto Parts Co., Ltd. (China)Changchun FAWSN TBK Co., Ltd. (China)TBK India Private Ltd. (India)

TBK Co., Ltd.4-21-1, Minami Naruse, Machida, Tokyo 194-0045, JapanURL: http://www.tbk-jp.com/