INNOVATION AND DYNAMISM

Transcription

1 INNOVATION AND DYNAMISM 2014 ANNUAL REPORT

2 A Company Focused on Innovation 2014 Consolidated Financial Statements The digital version of this Annual Report and the corresponding 2014 Consolidated Financial Statements with accompanying notes for Rassini, S.A.B. de C.V. is available on the following websites: 2014 Annual Report (pdf) Consolidated Financial Statements with accompanying notes (pdf) Notes: Financial highlights (1) EBITDA = Operating profit plus depreciation, amortization, other expenses and income and workers profit sharing (2) EBITDA +/- Change in Working Capital minus taxes. (3) Income before taxes, minority interest and other non-recurring income. (4) Net Worth Rassini, S.A.B. de C.V. (5) Does not include working capital financing. Figures based on nominal values. Design: FechStudio.com Rassini is a leading designer and producer of suspension and brake components used in light and heavy vehicles in the automotive industry. Rassini constantly innovates in product and process engineering for leaf springs, coil springs and brake rotors, focusing on markets where it serves most of the Original Equipment Manufacturers (OEMs). Rassini is the world s largest producer of suspension components for light commercial vehicles, and the leader in leaf spring design and manufacturing in the North and South American markets. The Brakes Division is recognized as a technology leader for designing and manufacturing discs and drums for braking systems. Rassini is the only fully integrated brake rotor producer in the Americas, with foundry, machining, coating, stress relief and corrosion resistance (FNC, or Ferritic Nitro-Carburizing) processes under one roof. Rassini maintains strong client relationships based on innovation, performance, precision, advanced

3 RASSINI EMPLOYS MORE THAN 5,300 COLLABORATORS IN MEXICO, THE U.S. AND BRAZIL AND HAS EIGHT PRODUCTION PLANTS AS WELL AS FOUR TECH CENTERS. engineering, service, quality, tailored technology and integrated services that include design, engineering, technical support, and close collaboration in order to stay one step ahead of the customer s needs. Rassini s products are used in all types of vehicle, from high-performance sports cars to heavy duty trucks, light trucks, CUVs and SUVs; its suspension components are to be found on almost all pickup trucks produced in North America. Rassini supplies General Motors, Ford, Fiat Chrysler Automobiles, Volkswagen, MAN, Mercedes-Benz, Nissan, Toyota, Maserati, Scania and Mitsubishi, among others. Rassini employs more than 5,300 people in Mexico, the U.S. and Brazil. It has eight manufacturing facilities as well as four technical centers at strategic locations in those countries Annual Report Rassini 1

4 Company Profile SALES BY DIVISION SALES BY CUSTOMER 20% 20% 28% 28% 52% 13% 13% 3% 3% 3% 3% 4% 4% 6% 6% 7% 7% 37% 27% 27% Suspensions Suspensions Division Division North North America America Suspensions Suspensions Division Division Brazil Brazil Brakes Brakes Division Division North North America America General General Motors Motors Ford Ford Fiat Chrysler Fiat Chrysler Automobiles Automobiles Volkswagen Volkswagen / MAN / / MAN Scania / Scania Toyota Toyota Mercedes-Benz Nissan Nissan Others Others NET SALES (Millions of pesos) EBITDA (Millions of pesos) EBITDA / SALES MARGIN (%) ,723 6,707 7,846 6,958 5,459 7, ,058 1,178 1,203 1, ,353 9,392 10,362 1, , Rassini 2014 Annual Report

5 Financial Profile FINANCIAL HIGHLIGHTS % Change 13/14 Sales Mill. Pesos 10,362 11,900 15% EBITDA (1) Mill. Pesos 1,343 1,568 17% EBITDA to Sales % Net Operating Cash Flow (2) Mill. Pesos 1,512 1,164 (23%) Average Used Capital Mill. Pesos 4,821 4,818 - Operating Profitability % Operating Turnover Times % Net Debt Mill. Pesos 2,241 2,133 5% Gross Debt Mill. Pesos 2,866 2,977 (4%) Cash Mill. Pesos % Gross Debt / EBITDA Times % Net Debt / EBITDA Times % EBITDA / Net Interest Times % Net Income (3) Mill. Pesos % Net Worth (4) Mill. Pesos 9,166 9,650 5% NET DEBT (Millions of pesos) NET DEBT / EBITDA (Times) DEBT PROFILE (%) (5) ,627 2,241 2, ,599 3,449 3,307 3, ,237 4,414 4, Annual Report Rassini 3

6 Always at the forefront worldwide U.S.A. Ohio: Coil springs. Plymouth, Michigan: Sales and tech center. Flint, Michigan: Brakes. MEXICO Coahuila: Leaf springs, coil springs and tech center. Puebla: Rotors, drums, assemblies and tech center. Mexico City: Corporate Headquarters Xalostoc: Leaf springs. Queretaro: Elastomers and stamping. 4 Rassini 2014 Annual Report

7 RASSINI IS A GLOBAL LEADING DESIGNER AND PRODUCER OF SUSPENSION AND BRAKE COMPONENTS BRAZIL São Paulo: Leaf springs, coil springs and tech center. Rio de Janeiro: Leaf springs. Resende: Distribution center. JAPAN Tokio: Liaison office Annual Report Rassini 5

8 Report of the Board of Directors Dear Shareholders: I am pleased to share with you the results of Rassini, S.A.B. de C.V., and its subsidiary companies (Rassini) for the year 2014, another record year for our company: The year 2014 has been Rassini s best in terms of sales, reaching $11,900 million pesos, in EBITDA which increased to $1,568 million pesos, and in income before taxes, minority interest and other non-recurring income, which was $832 million pesos. Consolidated sales in 2014 increased 15% and EBITDA grew 17% compared to Growth of sales and EBITDA outpaced the growth of light vehicle production in North America as we increased our market penetration with new products and platforms within the markets we serve (North America and Brazil). Income before taxes, minority interest and other non-recurring income reached $832 million pesos this year, 38% higher than At the end of December 2014, Consolidated Net Debt / EBITDA ratio was 1.2 times compared to 1.7 times in 2013, while EBITDA / Net Interest Expense was 5.8 times, compared to 4.4 times in the previous year. 6 Rassini 2014 Annual Report

9 Sales in North America represented 80% of our consolidated revenues, reaching a total of $9,505 million pesos, which was an increase of 29% against the previous year. This is a compound annual growth rate (CAGR) of 22% over the last five years, much higher than the 15% CAGR growth of the industry. We attribute this to strong market penetration achieved in the brake business and the launch of new platforms. Sales in the Brakes Division increased 55% in 2014 from the year before well above the recovery rate of the automotive industry in North America due to the launch of our second production facility in the United States, dedicated to manufacturing brake discs, as well as the launch of two new platforms for our customers Ford and General Motors, and the ramp-up in production for other platforms launched during According to automotive industry analysts, vehicle sales in the United States will continue to grow over the coming years, based on the following factors: fleet average age continues to be above 11 years; employment and consumer confidence are positive, and GDP growth in the United States is above 3%; a new vehicle generation has appeared, with more efficient engines and improved electronic equipment; fuel prices are low and interest rates are still attractive Annual Report Rassini 7

10 Due to a significant slowdown in the Brazilian economy in 2014, sales for the Suspensions Division Brazil, which represents 20% of our consolidated revenue, decreased 21% against 2013 in terms of Mexican pesos, or 17% in local currency. The decrease in commercial vehicle production was 25%, including the heavy trucks and buses that are our main focus in Brazil. The downturn in the market was partially offset thanks to increased Rassini market penetration in During 2014, Rassini was awarded new contracts in North America that will generate additional sales estimated at more than $8,400 million pesos during the next 5 years, which will enable us to maintain growth rates well above the industry s predicted growth. During 2014, Audi awarded us a contract to cover all of its brake disc requirements for a new plant being built in Puebla. This is a testament to our ability to generate new business and growth paths while maintaining those we already have. Rassini reached its highest level of EBITDA, a total of $1,568 million pesos in 2014, which was an increase of 17% on The increase in North America was of 36%, while in Brazil there was a reduction of 40%, or 38% in local currency, compared to the previous year. Net income before taxes, minority interest and other non-recurring income rose to $832 million pesos, which represents an increase of 38% in a year-over-year basis, 8 Rassini 2014 Annual Report

11 while the net income for majority interest was $864 million pesos or $2.70 pesos per share. Net operating cash flow reached $1,164 million pesos, which means that 74% of the EBITDA is converted into cash flow, and was mainly used to improve the financial position of the business by continuing with accelerated pre-payments of the debt at the Suspensions Division North America. In addition to the prepayments made during the year with our internal cash flow generation, on December 1, 2014, we issued a syndicated loan for the Suspensions Division North America, which was used to prepay the outstanding balance of the Suspensions Division North America credit and debt balances at the holding level. This initiative reduced the financing costs by more than 50%, optimized the amortization schedule over the next five years, and canceled restrictions on the use of funds generated by our subsidiaries and holding. Our cash position at the end of 2014 rose to $845 million pesos, while consolidated net debt continued to shrink, closing the year at a level of $2,133 million pesos or 1.2 times consolidated EBITDA. In total, the reduction of the net debt expressed in terms of dollars as of December 31st, 2014, in comparison with the same date of the previous year, was 16%. The interest coverage ratio at the end of 2014 was 5.8 times consolidated EBITDA to net interest Annual Report Rassini 9

12 At the beginning of September, Standard & Poor s Rating Services (S&P) raised Rassini s corporate credit rating from B+ to BB- with a stable outlook based on improved financial policy and performance, as well as the substantial decline in debt. All these improvements have been recognized by the financial community and are reflected in the company s valuation. At the end of 2014, our market capitalization reached $8,297 million pesos, a 443% increase over the end of the previous year, which is a clear recognition on the part of investors of the excellent operational and financial performance of Rassini, as well as its prospects. In an evolving and highly competitive industry, Rassini has always been able to reinvent itself constantly and adapt to the environment in order to maintain a leadership position in everything we do, strengthening our identity as a proudly Mexican company: dynamic, agile and focused on innovation, precision and high performance. Rassini continues diversifying its portfolio of products and clients, and has grown consistently to become a global firm, undisputed leader in technology and market share in the design and production of suspension components and high performance brake rotors. This was demonstrated during 2014, when we successfully launched the operation of our second production facility in the US with impeccable execution and in a record time. The facility is located in Flint, Michigan, and is dedicated to manufacturing brake discs. 10 Rassini 2014 Annual Report

13 The expansion to our brake foundry in Puebla, Mexico, started in 2013, was likewise completed at the end of the year. With this we consolidate our ability to fulfill contracts that will start production in 2015, and which were the main reason for this expansion, to better serve our current and future customers. At present, Rassini has eight production facilities and four tech centers strategically located in the Americas to satisfy demand from customers such as General Motors, Ford, FCA, Toyota, Nissan, VW, Mercedes-Benz, Audi, Maserati, MAN and Suspensys, among others. We have a highly qualified team made up of outstanding and talented individuals who are constantly developing products with greater added value, optimizing processes, and providing the quality, customer service and competitiveness that characterize us in the industry. This has been recognized by our clients over the years with significant business opportunities as well as distinctions such as the General Motors Supplier Quality Excellence Award 2014, which our Suspensions Division Brazil recently won, or the Fiat-Chrysler Certificate of Achievement recognizing the coil spring business at the Suspensions Division North America. In addition to these noteworthy accolades from our customers, in 2014 the Brakes Division received the National Export Award, the highest honor awarded by the Mexican President to companies involved in international trade Annual Report Rassini 11

14 Within the context of operational excellence, for many years the Rassini name has resonated loudly with major global OEMs as a synonym for innovation, performance, accuracy, advanced engineering, service and quality. Our name is our emblem in the automotive industry and is widely recognized by our large global base of customers, suppliers, investors, employees, authorities and community. This is why in 2014 we capitalized the strength of our brand by making it consistent with the name of the company, which in November changed its name to Rassini, S.A.B. de C.V. We are convinced that this is a natural step that faithfully reflects our business identity, within and beyond our organization. This new Company name and image represent a new phase that will serve as the perfect link between the Rassini that our customers recognize and the future that we must go on building in order to continue our successful trajectory. In order to further enhance this new phase, on February 19th the Board of Directors approved my proposal to appoint Eugenio Madero as President of Rassini, S.A.B. de C.V., effective March 16th, 2015, reporting directly to the Executive Chairman of the Board. This appointment recognizes the experience and skills acquired during Eugenio Madero s 20 years of service for Rassini, and we are confident that he will guide Rassini successfully into the future, undertaking new projects and initiatives with energy and enthusiasm, which will undoubtedly enhance business value creation for all our shareholders. 12 Rassini 2014 Annual Report

15 Rassini is thus well positioned to take advantage of the expected growth in the automotive industry in North America. Mexico has become an increasingly important player in this arena, as the seventh largest producer of light vehicles, the fourth largest producer of automotive parts and the fourth largest exporter of vehicles in the world. Mexico is also the second biggest source of imports to the automobile industry in the US, and will soon overtake Canada. At the same time, Rassini will benefit from the future recovery of the market for trucks and buses in Brazil, and the planned globalization of our sales in coming years. At Rassini, we are convinced that by innovating in each and every one of the activities we undertake, we will continue creating value for customers, shareholders, employees and the communities we operate in, achieving success in every aspect of our business and in each one of the markets in which we are present. Sincerely, Antonio Madero Chairman of the Board & CEO Mexico City, March 13, Annual Report Rassini 13

16 Performance The North American automotive industry, Rassini s primary market, continued its strong performance reaching an annual production of 17.0 million light vehicles, the highest in more than 11 years and 4.9% higher than Rassini 2014 Annual Report

17 TOTAL SALES OF LIGHT VEHICLES IN THE U.S. ROSE TO 16.4 MILLION VEHICLES IN 2014, AN INCREASE OF 6% COMPARED TO Annual Report Rassini 15

18 The Industry The prospects for vehicle sales and production in North America during 2015 are optimistic for various macroeconomic and demographic reasons, as well as for the obsolescence of the fleet and the efficiency of the new models. 16 Rassini 2014 Annual Report

19 LIGHT TRUCKS CONTINUED TO BE THE MAIN DRIVER OF GROWTH. The North American automotive industry, Rassini s primary market, continued its strong performance, reaching an annual production of 17.0 million light vehicles, the highest in more than 11 years and 4.9% higher than Light trucks, including pick-up trucks carrying Rassini suspension and brake components, continued to be the main driver of growth, producing 10.0 million units during 2014, an 8.6% increase on Passenger cars production recorded 7.0 million units, matching the highest level in the past 10 years. Total sales of light vehicles in the U.S., Rassini s principal business segment, rose to 16.4 million vehicles in 2014, an increase of 6% on 2013, while sales of light vehicles in North America, including Canada and Mexico, rose to 19.4 million units, a 6% increase on the previous year Annual Report Rassini 17

20 In Brazil, as a consequence of economic slowdown, vehicle sales in 2014 were 3.4 million units, 11% down on the previous year, and total vehicle production was 3.1 million units, a 15% reduction from the previous year. This was caused in part by an inventory adjustment made by the OEMs. The decrease in production was more marked in the truck and buses segments, Rassini s main market in that region, where the reduction in 2014 was of 25%. A WAVE OF NEW VEHICLES WITH MORE EFFI- CIENT ENGINES AND VALUE-ADDING GADGETS ARE PULLING POTENTIAL CUSTOMERS INTO SHOWROOMS. The prospects for vehicle sales and production in North America during 2015 are promising, for various reasons: the number of vehicles on the road that are at least eleven years old has increased by almost 28% over the last eight years; employment and consumer confidence is strong; U.S. GDP growth is expected to return to levels above 3%, despite a complex global environment; a wave of new vehicles with more efficient engines and value-adding gadgets are pulling potential customers into showrooms; fuel prices are low; and consumer financing rates remain attractive. 18 Rassini 2014 Annual Report

21 THE NUMBER OF VEHICLES ON THE ROAD AT LEAST ELEVEN YEARS OLD HAS INCREASED BY 28% IN RECENT YEARS Annual Report Rassini 19

22 Growth In 2014 Rassini s growth well outpaced that of the industry, thanks to its greater market penetration and presence in all the regions it operates in. 20 Rassini 2014 Annual Report

23 RASSINI HAS SECURED ADDITIONAL CONTRACTS SUCH AS THE ONE TO COVER 100% OF THE BRAKE DISCS REQUIREMENTS AT AUDI S NEW PLANT IN MEXICO Annual Report Rassini 21

24 Commercial Review Rassini was awarded with new contracts in North America that represent additional sales of more than $8,400 million pesos during the next 5 years. 22 Rassini 2014 Annual Report

25 In 2014, Rassini s growth well outpaced that of the industry, thanks to its greater penetration of the market and presence in all the regions it operates in. In the Suspensions Division North America, Rassini continued to be the absolute leader in the segment of light vehicles utilizing leaf springs, and in 2014 Rassini successfully penetrated the medium and heavy truck market segments by launching two air suspension links, for the Daimler Cascadia truck and the Navistar TerraStar. In 2014 the coil springs business in North America attained a market share of 15%. In order to meet the growing demands of the automotive market, Rassini strengthened its coil springs business unit by bringing experienced talent to the team, which will help position Rassini as one of the market leaders in the Americas. In 2014 Annual Report Rassini 23

26 IN THE BRAKES DIVISION, RASSINI HAS CONTINUED DRIVING ITS MISSION TO BECOME THE MAIN SUPPLIER OF BRAKES COMPONENTS IN NORTH AMERICA. 24 Rassini 2014 Annual Report

27 the Brakes Division, Rassini has continued driving its mission to become the main supplier of brakes components in North America, increasing its market participation to 21% of the accessible market and securing additional contracts such as one to cover 100% of the brake discs requirements at Audi s new plant in Mexico. In 2014, Rassini increased its market participation in the Suspensions Division Brazil, attaining 65% of the OEM leaf spring market and 20% of the coil spring market. This was achieved through the beginning of operations of the contract with VW s heavy truck division, MAN and sales success of vehicles carrying Rassini s coil springs, such as the Toyota Etios, the GM Onix and the Ford Ecosport. Innovation continues to be Rassini s main driver as is evidenced by the introduction of new technology and product improvement as the OEMs offer new vehicles to the market: Rassini designed and developed a 15% lighter leaf spring for the suspension of Ford s new full-size F-150 pick-up truck with aluminum frame. Rassini was named the Global Lead Designer of the rear suspension for Ford s completely redesigned Transit van and initiated deliveries of the rear leaf and front coil springs. The new Lincoln MKC features Rassini s brake rotors. General Motors full-size SUV line (Suburban, Tahoe, Yukon and Escalade), which was launched in early 2014, includes Rassini s redesigned front and rear coil springs as well as brake rotors. The Heavy Duty versions of the Sierra and Silverado pick-ups include the value added process of anticorrosive treatment for the brake rotors made in Rassini s brakes facility. In November 2014 Nissan launched the new Frontier, which carries coil and leaf springs from Rassini. THE CONTRACTS OBTAINED BY RASSINI ARE EVIDENCE OF ITS FOCUS ON INNOVATION, PRODUCT AND PROCESS QUALITY, ON-TIME DELIVERY, CUS- TOMER SERVICE AND ADVANCED ENGINEERING SUPPORT Annual Report Rassini 25

28 Innovation Focused on operating innovation, the Engineering, Quality and Operations teams successfully completed projects and activities that have resulted in the overall plant efficiency improvement. 26 Rassini 2014 Annual Report

29 THE DEVELOPMENT OF NEW COMPONENTS WITH TIGHTER TOLERANCES RAISES INTERNATIONAL STANDARDS KEEPING RASSINI AT THE FOREFRONT Annual Report Rassini 27

30 Operations Summary The operations continue performing extremely well, while keeping strict control over costs and investment projects. 28 Rassini 2014 Annual Report

31 DURING 2014 THE BRAKES DIVISION STARTED OPERATIONS AT ITS NEW FACILITY IN FLINT, MICHIGAN, CAPABLE TO PRODUCE 2.5 MILLION ROTORS PER YEAR. Focused on operating innovation, the Engineering, Quality and Operations teams successfully completed projects and activities that have resulted in a 3.4% overall plant efficiency improvement for the Suspensions Division North America in Some of the most relevant are 10 Six Sigma projects in key production areas to reduce waste, the capital expenditure applied in the automation of four key processes, as well as the integration of five in-line gages with new laser technology. All of these initiatives allow Rassini to produce suspension components with tighter tolerances, raising international standards for leaf springs manufacturing and keeping the company at the forefront. During 2014, the Brakes Division started operations at its new facility in Flint, Michigan, able to produce 2.5 million rotors per year, and concluded the expansion of the foundry capacity in San 2014 Annual Report Rassini 29

32 55% increase in sales of the Brakes Division from 2013 to Martin Texmelucan, Puebla (Mexico). Both of these expansions were achieved without any hitch and in record time. The Suspensions Division Brazil reinforced their project for increased productivity with the automation of several production lines, to offset increases in labor and energy costs in Brazil. It is taking further steps at the operating level to mitigate negative impacts and preserve margins: these include capacity and operating adjustments at both of the plants, as well as the reduction of fixed costs in line with market conditions. In summary, operations continue performing extremely well, while keeping strict control over costs and investment projects. Initiatives to improve productivity will continue to provide good results while they maintain a low breakeven point by controlling cost structure. 30 Rassini 2014 Annual Report

33 INITIATIVES TO IMPROVE PRODUCTIVITY WILL CONTINUE TO GENERATE GOOD RESULTS Annual Report Rassini 31

34 Record The year 2014 was another record year for Rassini in terms of revenue and EBITDA. Sales reached $11.9 billion pesos and EBITDA totaled $1.6 billion pesos, representing an increase of 15% and 17% respectively from to Rassini 2014 Annual Report

35 NET OPERATING CASH FLOW FOR 2014 REACHED $1,164 MILLION PESOS, 74% OF EBITDA Annual Report Rassini 33

36 Financial Performance Strong growth and momentum in recent years, as Rassini has maintained a 17% compound annual growth rate of sales and 26% of EBITDA between 2009 and Rassini 2014 Annual Report

37 THE NET INCOME BEFORE TAXES, MINORITY INTEREST AND OTHER NON-RECURRENT INCOME ROSE IN 2014 TO $832 MILLION PESOS, UP 38% FROM was another record year for Rassini in terms of revenue and EBITDA. Sales reached $11.9 billion pesos and EBITDA totaled $1.6 billion pesos, representing 15% and 17% rises, respectively, compared to This extends the record of strong growth and momentum in recent years, as Rassini has maintained a 17% compound annual growth rate of sales and 26% of EBITDA between 2009 to In addition, the net income before taxes, minority interest and other non-recurrent income rose in 2014 to $832 million pesos, up 38% from 2013 and the highest in Rassini s history. Net income for majority interest rose to $864 million pesos in 2014, equivalent to $2.70 pesos per share. Working capital requirements increased in 2014 to support the start of operations at the Rassini s second U.S. manufac Annual Report Rassini 35

38 THE NET INTEREST COVERAGE RATIO AT THE END OF THE YEAR WAS 5.8 TIMES. turing site, located in Flint, Michigan with the goal of producing brake rotors for customers in the region. Operations in Brazil also required working capital to adjust the size of the operations. Consolidated net operating cash flow for 2014 reached $1,164 million pesos, down 23% from the prior year due to the above factors. In addition to debt prepayments made during the year using internal cash generation, in December 2014 Rassini announced a new syndicated loan for the Suspensions Division North America used to prepay other remaining debt balances at the holding company level with a reduction in debt costs by more than 50% and optimizing its amortization schedule over the next five years. The new US$120 million syndicated loan was arranged by BBVA Bancomer as the lead underwriter for the transaction, with Comerica Bank, Sabadell Capital, Bancomext, and Banco Monex acting as joint underwriters. The consolidated net debt continued to decrease, closing the year at $2,133 million pesos or 1.2 times consolidated EBITDA, while the cash balance increased to $845 million pesos. The interest coverage ratio at the end of the year was 5.8 times consolidated EBITDA to interest expense. $864 million pesos of net income for majority interest in Rassini 2014 Annual Report

39 THE CONSOLIDATED NET DEBT CONTINUED TO DECREASE AND THE LEVERAGE RATIO WAS 1.2 TIMES NET DEBT TO EBITDA Annual Report Rassini 37

40 Technology Product and process innovations are developed in Rassini s four tech centers located in the U.S., Mexico and Brazil. 38 Rassini 2014 Annual Report

41 RASSINI IS EQUIPPED WITH STATE OF THE ART TESTING EQUIPMENT, ADVANCED ANALYTICAL SOFTWARE, MATERIAL DEVELOPMENT LABS AND A TALENTED TEAM OF ENGINEERS Annual Report Rassini 39

42 Technology Leadership and Customers Recognition The engineering teams are focused on the constant development of new products that exceed customers needs 40 Rassini 2014 Annual Report

43 THE MATERIALS LAB EXPANDED ITS EQUIPMENT TO INCORPORATE IN-HOUSE CAPABILITIES FOR MATERIAL MODIFICATION. Product and process innovations are developed in Rassini s four technical centers located in the U.S., Mexico and Brazil, which are equipped with state of the art testing equipment, advanced analytical software, material development labs and a talented team of engineers focused on the constant development of new products that exceed customers needs. The materials lab expanded its equipment to incorporate in-house capabilities for material modification in order to develop new steels and to optimize their processing. Rassini continues to follow its Strategic Technology Map to meet the evolving needs of customers and market trends. The dedicated Advanced Product and Process Engineering group is focused on lighter weight materials and more efficient processes to develop projects in less time through design and validation innovations. This group completed over 50 projects, 2014 Annual Report Rassini 41

44 published five technical papers and developed six process manuals to make improvements in accuracy, efficiency and value. Product and process engineers collaborated in a program to accelerate the validation and implementation of new technologies: one of those was a composite hybrid leaf spring which provides a weight saving of over 40%. In order to continue being one step ahead of customers needs, more than 20 engineers were trained in both product design and process engineering. This new team was able to develop 42 programs with 225 part numbers during The proprietary RDDP (Rassini Digital Design Process) continues evolving and improving with the optimization in predicting the life of the products by modeling process variations. This resulted in a 25% reduction in the number of iterations to develop a program. The Brakes Division continued to capitalize on the recently-added anticorrosive process capabilities (FNC, Ferritic Nitro-Carburizing), and, as this process helps to prevent corrosion and extends the life of the brake rotors, it is increasingly generating more and more interest with customers. Rassini has therefore started working on the next phase to add capacity to the FNC process to support new contracts. This expansion will be concluded in All the advances in product technology and commitment to improve the equipment in order to better serve customers have been recognized by Rassini s customers, and they have bestowed world class accolades on the Company, including the GM Supplier Quality Excellence Award 2014, which recently went to the Suspensions Division Brazil, Fiat-Chrysler Certificate of Achievement, given in recognition of the Suspensions Division North America s coil spring business. 42 Rassini 2014 Annual Report

45 RASSINI CONTINUES TO FOLLOW ITS STRATEGIC TECHNOLOGY MAP TO MEET THE EVOLVING NEEDS OF CUSTOMERS AND MARKET TRENDS Annual Report Rassini 43

46 Commitment Rassini employs over 5,300 collaborators in Mexico, the United States and Brazil and together they make up a magnificent team. 44 Rassini 2014 Annual Report

47 RASSINI HAS A COMPETITIVE TEAM, COMMITTED, WITH HIGH HUMAN QUALITY AND EXCEPTIONAL PERFORMANCE Annual Report Rassini 45

48 Human Talent and Corporate Social Responsibility Relationships of trust and credibility between collaborators and their leaders, the respect and justice according to which collaborators feel they are treated; and the level of pride we feel about the organization, are essential components which distinguish us. 46 Rassini 2014 Annual Report

49 RASSINI WAS CERTIFIED AS A GREAT PLACE TO WORK IN MEXICO DURING THE TERM OF MAY 2014 TO APRIL Rassini employs over 5,300 collaborators in Mexico, the United States and Brazil. Together they make up a magnificent team: competitive, committed to the company, with high standards and exceptional performance that are evidenced in Rassini s Culture of Excellence (CER). GREAT PLACE TO WORK Quality of life is considered by the company to be one of the pillars of our policy of corporate social responsibility, and Rassini was certified as a Great Place to Work@ in Mexico during the term of May 2014 to April This effort has been built day to day through relationships of trust and credibility between collaborators and their leaders, the respect and justice according to which collaborators feel they are 2014 Annual Report Rassini 47

50 treated; and the level of pride we feel about the organization, are essential components which distinguish us. EDUCATION AND PERSONNEL DEVELOPMENT We continue strengthening our e-learning system My Training at Rassini, through which our collaborators training and development process is optimized, offering several educational mechanisms. In 2014 five Introduction to Rassini courses and a Diploma course in Management and Directive Skills were developed, to foster the personnel s constant growth and the company s continuous transformation for the benefit of our shareholders, customers, collaborators, suppliers and the community. PERCENTAGE OF TRAINING HOURS PER INDIVIDUAL PER YEAR During 2014, an average over 2% labor hours of training were imparted. Rassini aspires to be an example of Corporate Social Responsibility 2% of working hours dedicated to training 48 Rassini 2014 Annual Report

51 RASSINI ASPIRES TO BE AN EXAMPLE OF CORPORATE SOCIAL RESPONSIBILITY Annual Report Rassini 49

52 Board of Directors 2014 DIRECTORS Antonio Madero Bracho (Chairman and CEO) Carlos Autrey Maza (Independent) Javier Bours Castelo Enrique Bours Muñoz Everardo Elizondo Almaguer (Independent) James Robert Jones (Independent) Ernesto López de Nigris Antonio Madero Pinson Eugenio Madero Pinson Arturo Pérez Arredondo (Independent) Javier Pérez Rocha (Independent) Luis Rebollar Corona (Independent) Fernando Ruiz Sahagún (Independent) Alberto Saavedra Olavarrieta (Independent) Guillermo Francisco Vogel Hinojosa (Independent) ALTERNATE DIRECTORS Fernando Del Castillo Elorza (Independent) Vicente Grau Alonso (Independent) Juan Pablo Sánchez Kanter Enrique Villaseñor Ezcurdia Sergio Visintini Freschi SECRETARY OF THE BOARD Juan Pablo Rosas Pérez EXECUTIVE COMMITTEE PROPRIETARIES Antonio Madero Bracho (President) Javier Bours Castelo Eugenio Madero Pinson Fernando Ruiz Sahagún Javier Pérez Rocha ALTERNATES Antonio Madero Pinson Enrique Bours Muñoz Carlos Autrey Maza Alberto Saavedra Olavarrieta AUDIT COMMITTEE Fernando Ruiz Sahagún (President) Alberto Saavedra Olavarrieta Enrique Bours Muñoz CORPORATE PRACTICES COMMITTEE Javier Pérez Rocha (President) Javier Bours Castelo Everardo Elizondo Almaguer Antonio Madero Bracho Alberto Saavedra Olavarrieta SHARE REPURCHASE SUBCOMMITTEE Antonio Madero Bracho (President) Javier Bours Castelo Javier Pérez Rocha COMPENSATION SUBCOMMITTEE Javier Pérez Rocha (President) Javier Bours Castelo Everardo Elizondo Almaguer Antonio Madero Bracho 50 Rassini 2014 Annual Report

53 Consolidated Financial Statements Annual Report Rassini 51

54 Independent Auditor s Report Mexico, D.F., March 18, 2015 To the Stockholders Meeting of Rassini, S. A. B. de C. V. (formerly SANLUIS Corporación, S. A. B. de C. V.) We have audited the accompanying consolidated financial statements of Rassini, S. A. B. de C.V. and subsidiaries, which comprise the consolidated balance sheets as at December 31, 2014 and 2013, and the consolidated statements of comprehensive income, of changes in stockholders equity and of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management s responsibility for the consolidated financial statements The management of the Company and its subsidiaries is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of 52 Rassini 2014 Annual Report

55 the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. financial statements present fairly, in all material respects, the consolidated financial position of Rassini, S. A. B. de C. V. and subsidiaries at December 31, 2014 and 2013, and their financial performance and their cash flows for the years then ended, in accordance with International Financial Reporting Standards. PricewaterhouseCoopers, S. C. Opinion In our opinion, the accompanying consolidated C.P.C. Raúl Téllez González Audit Partner 2014 Annual Report Rassini 53

56 To the Board of Directors RASSINI, S.A.B. de C.V. and Subsidiaries: Mexico City, March 18, 2015 In compliance with the provisions of the New Mexican Securities and Exchange Law (Nueva Ley del Mercado de Valores) and in my capability as President of the Audit Committee at Rassini, S.A.B. de C.V., (Rassini), we hereby present this report in order that, in due course, it may be submitted to the General Ordinary Shareholders Meeting for consideration. In order to analyze the operations of the 2014 fiscal period, the Audit Committee held five meetings on the following dates: April 10th, July 16th and October 14th, 2014, and February 18th and March 18th, In addition to the committee members, these sessions were attended by the Chairman of the Board and CEO, the external auditors, the Chief Financial Officer and the Internal Audit Director, as well as the Rassini officers whose presence was required by the Committee. The activities and resolutions adopted were approved in the corresponding minutes. The main issues raised in these meetings are as follows: I. Internal Control System Assessment: This Committee, taking into consideration the results of the Internal Control System operational assessments issued by the Internal Auditor, the External Auditor and the Company s CEO, in compliance with the applicable legal provisions, considers that Rassini internal accounting control system satisfies the Management s control objectives and offers reasonable security in all significant aspects to prevent or detect errors or irregularities in the normal course of operations. II. Internal Audit Function Assessment: The Audit Committee has been aware of the Internal Audit area s needs in order for this area to have the human and material resources required to correctly perform its function. In this regard, work programs and activities during the 2014 fiscal period were satisfactorily carried out and the Work Plan for the 2015 fiscal year was also approved. Furthermore, the committee members have met with the Internal Audit staff, in the absence of other corporate officers, to receive the information deemed necessary. III. External Audit s Performance Assessment: The hiring terms for the external auditing services to review the financial statements for the fiscal year ended on December 31, 2014, were discussed, and the fees were approved. The Audited Financial Statements as of December 31, 2014, were received from the External Auditor with a clean opinion and no observations. Additionally, the work of the External Auditors, PricewaterhouseCoopers S.C. and Mr. Raúl Téllez González, C.P.A. in charge of said audit, were evaluated and deemed satisfactory. Moreover, the External Auditors confirmed their independence. 54 Rassini 2014 Annual Report

57 The Committee members have met with the external auditor in the absence of corporate officers, having received their full collaboration to receive their additional information regarding pertinent issues, when such it was requested. IV. Financial Information: The company s financial statements were discussed with the executives in charge of their preparation and review; additionally, we were informed by the Internal Audit that there were no observations or differences with respect to the financial information corresponding to the quarters ended in March, June, September and December 2014,; which were approved by the Committee and later delivered to the Mexican Stock Exchange. In order to prepare this report, we have listened to the relevant corporate directors, and there has been no difference of opinion among them. V. Financial Debt refinancing of the Group: In the various meetings of the Audit Committee, the Administration gave information about activities related to the issuance of US$120.0 million financing to Rassini Suspensiones, S.A. de C.V.., the efforts made in this regard by the Administration, under the competence of the Committee members, were approved. This refinancing allowed the company to prepay the Notes issued by RASSINI maturing in 2017; the Notes issued by Rassini Co -Inter, S.A. de C.V. and the credit agreement called the Restructured Credit Agreement; obtaining benefits the terms of the interest rate, of lower financial limitations and of operational flexibility. VII. Legal Report: The legal reports prepared by Rassini s Legal Department regarding the status of current matters and litigation were received. VIII. PROPOSAL Based on the work performed, we hereby recommend that the Board of Directors submits the Financial Statements of Rassini for the fiscal year ended on December 31, 2014, to the Shareholders Meeting for approval. Finally, I hereby certify that during the abovementioned period none of the operations mentioned in article 28, section III, subsections (a), (b) and (c) of the New Mexican Securities and Exchange Law took place. Sincerely, VI. CEO s Report: The Report prepared by the Chairman and CEO of the Company on the activities for the 2014 fiscal year was received and approved. Fernando Ruiz Sahagún 2014 Annual Report Rassini 55

58 Glossary of terms 1. Aftermarket: Service part components for the resale market. 2. Asian and European: Common auto industry nomenclature regarding the combined brands of Toyota, Nissan, Honda, BMW, Renault, Mercedes-Benz, and Volkswagen, mainly. 3. Coil springs: A steel rod wound in a spiral pattern or shape. It cushions and absorbs the shocks and bumps and provides easier control as the vehicle is driven. 4. CUVs (Crossover Utility Vehicle): Compact and mid-sized vehicles built on a unibody platform with a passenger car s drive train and suspension but higher ground clearance. 5. Detroit Three: Common auto industry nomenclature for Chrysler, Ford and General Motors. 6. Drums: Cast iron housing bolted to the wheel that rotates around the brake shoes. When the shoes are expanded, they rub against the machined inner surface of the brake drum and exert a braking effect upon the wheel to slow or stop the vehicle. 7. Ductile Iron: This iron is obtained by adding magnesium to melted iron, carbon deposits as spheroids graphite and is more ductile, resistant and elastic than gray iron. 8. Elastomers: Rubber components or subcomponents used to reduce noise and vibration. 9. Foundry: Chemical process through which scrap steel and ferroalloys are casted to obtain a piece of iron cast. 10. Gray Iron: Ferrous material with carbon in flake graphite which foster hardness properties to resist high wear and vibration damping. Ideal for the friction area of a rotor. 11. Leaf spring: A suspension system component designed to cushion and absorb shocks and bumps and to keep a vehicle Information for investors and media level on turns. There are two main types of leaf springs: a. Multi-leaf spring: Two or more flat spring steel plates bent in an arch, usually with curled ends to allow mounting to the frame. These springs are normally used in cargo truck suspensions and pickups because they have the unique capability of being designed to change rate as a function of suspension travel. b. Parabolic leaf spring: They get their name from the mid span change in thickness which is built into each plate. This changing cross section allows the material to maintain constant strength which is not possible in a flat plate multileaf design. The result is that a parabolic spring may be up to 30% lighter than an equivalent flat-plate leaf spring design. 12. Light Trucks: Automotive segment made up of SUVs, CUVs, vans and pick-ups. 13. Light Vehicles: Automotive segment that includes cars and light trucks. 14. Machining: The piece of grey iron cast is physically treated and refined. 15. Platform: Primary technical components (suspension, transmission, brake system) shared by a family of motor vehicles. 16. Rotor: A cast grey iron brake system component that operates in conjunction with the wheels. When the brake is applied, the caliper is actuated forcing the friction material against the spinning disc imparting a braking force. 17. SUV (Sport Utility Vehicle): A recreational vehicle, such as an all terrain 4x Van: Light vehicle with rear-end leaf springs or coil springs for transporting cargo or passengers. Shares Issued RASSINI A 178,175,772 RASSINI CPO 70,983,776 * * Each CPO represents one B share and one C share Stock: Bolsa Mexicana de Valores (BMV) Symbol RASSINI Headquarters Monte Pelvoux 220-8th Floor Lomas de Chapultepec Mexico City, Mexico P.: 52 (55) Legal Department Juan Pablo Rosas Pérez T.: 52 (55) jprosas@rassini.com Auditors PricewaterhouseCoopers Mariano Escobedo 573 Rincón del Bosque México, D.F. T.: 52 (55) F: 52 (55) Rassini 2014 Annual Report

59 A Company Focused on Innovation 2014 Consolidated Financial Statements The digital version of this Annual Report and the corresponding 2014 Consolidated Financial Statements with accompanying notes for Rassini, S.A.B. de C.V. is available on the following websites: 2014 Annual Report (pdf) Consolidated Financial Statements with accompanying notes (pdf) Notes: Financial highlights (1) EBITDA = Operating profit plus depreciation, amortization, other expenses and income and workers profit sharing (2) EBITDA +/- Change in Working Capital minus taxes. (3) Income before taxes, minority interest and other non-recurring income. (4) Net Worth Rassini, S.A.B. de C.V. (5) Does not include working capital financing. Figures based on nominal values. Design: FechStudio.com Rassini is a leading designer and producer of suspension and brake components used in light and heavy vehicles in the automotive industry. Rassini constantly innovates in product and process engineering for leaf springs, coil springs and brake rotors, focusing on markets where it serves most of the Original Equipment Manufacturers (OEMs). Rassini is the world s largest producer of suspension components for light commercial vehicles, and the leader in leaf spring design and manufacturing in the North and South American markets. The Brakes Division is recognized as a technology leader for designing and manufacturing discs and drums for braking systems. Rassini is the only fully integrated brake rotor producer in the Americas, with foundry, machining, coating, stress relief and corrosion resistance (FNC, or Ferritic Nitro-Carburizing) processes under one roof. Rassini maintains strong client relationships based on innovation, performance, precision, advanced

60 Monte Pelvoux 220, 8th floor Lomas de Chapultepec Mexico City T.: 52 (55)