MAHLE Metal Leve S.A. Quarterly Information (ITR) at September 30, 2013 and Report on Review of Quarterly Information

Transcription

1 MAHLE Metal Leve S.A. Quarterly Information (ITR) at September 30, 2013 and Report on Review of Quarterly Information

2 Report on Review of Quarterly Information To the Board of Directors and Shareholders MAHLE Metal Leve S.A. Introduction We have reviewed the accompanying parent company and consolidated interim accounting information of MAHLE Metal Leve S.A., included in the Quarterly Information Form (ITR) for the quarter ended September 30, 2013, comprising the balance sheet as at that date and the statements of operations and comprehensive income for the quarter and nine-month period then ended, and the statements of changes in equity and cash flows for the nine-month period then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of the parent company interim accounting information in accordance with the accounting standard CPC 21 (R1), Interim Financial Reporting, of the Brazilian Accounting Pronouncements Committee (CPC), and of the consolidated interim accounting information in accordance with CPC 21 (R1) and International Accounting Standard (IAS) 34, Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as the presentation of this information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim accounting information based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Reviews of Interim Financial Information (NBC TR 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 2

3 MAHLE Metal Leve S.A. Conclusion on the parent company interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying parent company interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM. Conclusion on the consolidated interim information Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim accounting information included in the quarterly information referred to above has not been prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of the Quarterly Information, and presented in accordance with the standards issued by the CVM. Other matters Statements of value added We have also reviewed the parent company and consolidated statements of value added for the ninemonth period ended September 30, These statements are the responsibility of the Company's management, and are required to be presented in accordance with standards issued by the CVM applicable to the preparation of Quarterly Information (ITR) and are considered supplementary information under IFRS, which do not require the presentation of the statement of value added. These statements have been submitted to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they have not been prepared, in all material respects, in a manner consistent with the parent company and consolidated interim accounting information taken as a whole. Audit and review of the prior year's figures The Quarterly Information (ITR) referred to in the first paragraph includes accounting information relating to operations and comprehensive income for the quarter and nine-month period ended September 30, 2012, and to changes in equity, cash flows and value added for the nine-month period then ended, obtained from the quarterly information (ITR) for the quarter ended September 30, 2012, and relating to the balance sheet as at December 31, 2012, obtained from the financial statements for the year ended December 31, 2012, originally prepared prior to the adjustments described in Note 3 that were applied to restate the financial information for 2012, presented for comparison purposes. The review of the Quarterly Information (ITR) for the quarter ended September 30, 2012 and the audit of the financial statements for the year ended December 31, 2012, as originally prepared, were conducted by other independent auditors who issued unmodified review and audit reports dated November 5, 2012 and March 11, 2013, respectively. 3

4 MAHLE Metal Leve S.A. As part of our review of the financial information for the quarter ended September 30, 2013, other independent auditors were engaged to review the adjustments described in Note 3 that were applied to restate the financial information included in the Quarterly Information (ITR) for the quarter ended September 30, 2012 and the financial statements for the year ended December 31, 2012, presented for comparison purposes. Based on such review, nothing has come to the attention of the other independent auditors to indicate that said adjustments were not appropriate or were not properly applied, in all material respects. We were not engaged to audit, review, or apply any other procedures to the 2012 Quarterly Information (ITR) of the Company and, accordingly, we do not express an opinion or any other form of assurance on the 2012 financial information as a whole. Campinas, November 7, 2013 PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5 "F" Mauricio Colombari Contador CRC 1SP195838/O-3 4

5 Registration Form Version: 5 Contents Information General information 1 Address 2 Auditor 3 Share registrar 4 Investor relations officer or equivalent 5 Shareholders' department 6

6 Registration Form Version: 5 1. General Information Corporate name Date of adoption of the 9/14/1998 corporate name Type Previous corporate name Publicly traded company Metal Leve S.A. Indústria e Comércio Date of establishment 3/3/1950 Federal Corporate Taxpayers' Registration Number (CNPJ) Brazilian Securities Commission (CVM) code / CVM registration date 7/20/1977 CVM registration status Active Date of effectiveness of status 7/20/1977 Home country Country in which the securities are held in custody Brazil Brazil Other countries in which the securities can be traded Country Date of admission Activity sector Machinery, Equipment, Vehicles and Parts Description of activities Issuer category Date of registration in the current category Issuer status Manufacture and marketing of parts and components for combustion engine Category A 1/1/2010 Operating phase Date of effectiveness of status 3/3/1950 Type of ownership control Private Date of last change in 6/11/1996 ownership control Date of last change of the fiscal year Month/day of the end of 12/31 the fiscal year Issuer's website on the Internet Newspapers in which the issuer Name of newspapers in which the issuer discloses its information State discloses its information Diário Oficial do Estado (State Official Gazette) São Paulo Gazeta Guaçuana Valor Econômico São Paulo São Paulo 1 of 6

7 Registration Form Version: 5 2. Address Mail address Av. Ernst MAHLE, 2000, Mombaça, Mogi Guaçu, SP, Brasil, CEP , Telephone (19) , Fax (19) , relacoes.investidores@br.mahle.com Headquarters' address Av. Ernst MAHLE, 2000, Mombaça, Mogi Guaçu, SP, Brasil, CEP , Telephone (19) , Fax (19) , relacoes.investidores@br.mahle.com 2 of 6

8 Registration Form Version: 5 4. Auditor Does the Issuer have an auditor? YES CVM code Type of auditor National Name/Corporate name PricewaterhouseCoopers Auditores Independentes Individual Taxpayers' Registration Number (CPF)/ Federal Corporate Taxpayers' Registration Number (CNPJ) / Period of services 1/1/2013 Partner responsible Period of services CPF Mauricio Colombari 1/1/ of 6

9 Registration Form Version: 5 5. Share Registrar Does the Company have a service provider? Corporate name YES Itaú Corretora de Valores S.A. CNPJ / Period of services 8/22/2002 Service address Av. Engenheiro Armando de Arruda Pereira, 707, 9o. andar, Jabaquara, São Paulo, SP, Brasil, CEP , Telephone (11) , Fax (11) , rosana.souza@itau-unibanco.com.br 4 of 6

10 Registration Form Version: 5 6. Investor Relations Officer or Equivalent Name Caio Gonçalves de Moraes Investor Relations Officer CPF/CNPJ Mail address Av. Ernst MAHLE, 2000, Mombaça, Mogi Guaçu, SP, Brasil, CEP , Telephone (19) , Fax (19) , caio.moraes@br.mahle.com Date when the person assumed the position 8/8/2013 Date when the person left the position Name Heiko Pott Investor Relations Officer CPF/CNPJ Mail address Av. Ernst MAHLE, 2000, Mombaça, SP, Brasil, CEP , Telephone (19) , Fax (19) , heiko.pott@br.mahle.com Date when the person assumed the position 5/6/2011 Date when the person left the position 8/7/ of 6

11 Registration Form Version: 5 7. Shareholders' Department CONTACT Date when the person assumed the position Itaú Corretora de Valores S.A. 8/22/2002 Date when the person left the position Mail address Av. Engenheiro Armando de Arruda Pereira, 707, 9o. andar, Jabaquara, São Paulo, SP, Brasil, CEP , Telephone (11) , Fax (11) , rosana.souza@itau-unibanco.com.br 6 of 6

12 Contents Company information Capital composition 1 Parent company financial statements Balance sheet - assets 2 Balance sheet - liabilities and equity 3 Statement of operations 4 Statement of comprehensive income 5 Statement of cash flows - indirect method 6 Statement of changes in equity 1/1/2013 to 9/30/ /1/2012 to 9/30/ Statement of value added 9 Consolidated financial statements Balance sheet - assets 10 Balance sheet - liabilities and equity 11 Statement of operations 12 Statement of comprehensive income 13 Statement of cash flows - indirect method 14 Statement of changes in equity 1/1/2013 to 9/30/ /1/2012 to 9/30/ Statement of value added 17 Comments on company performance 18 Notes to the quarterly information 33 Reports Report on review of quarterly information - without exceptions 104 Representation by Officers on the financial statements 106 Representation by Officers on the independent auditor's report 107

13 Company information / Capital composition Number of shares Current quarter (In thousands) 9/30/2013 Paid-up capital Common shares 128,308,500 Preferred shares 0 Total 128,308,500 Treasury shares Common shares 0 Preferred shares 0 Total 0 Page 1 of 107

14 Parent company financial statements / balance sheet - assets (R$ thousand) 1 - Code 2 - Description Current quarter 9/30/2013 Prior year 12/31/ Total assets 2,369,677 2,148, Current assets 958, , Cash and cash equivalents 268, , Accounts receivable 384, , Trade receivables 384, , Customers 307, , Related parties 77,243 54, Inventories 227, , Taxes recoverable 31,770 59, Current taxes recoverable 31,770 59, Other current assets 45,474 41, Other 45,474 41, Dividends and interest on capital receivable from subsidiary 10,239 21, Unrealized gains on derivative financial instruments 8,581 2, Other receivables 26,654 17, Non-current assets 1,411,648 1,416, Long-term receivables 65,456 45, Loans to related parties 39,480 27, Loans to subsidiaries 39,480 27, Other non-current assets 25,976 17, Current taxes recoverable 14,041 8, Other receivables 11,935 9, Investments 132, , Investments in subsidiaries 132, , Investments in subsidiaries 132, , Other investments Property, plant and equipment 632, , Property, plant and equipment in operation 630, , Property, plant and equipment in progress 1,391 5, Intangible assets 581, , Intangible assets 581, , Concession agreement 7,256 3, Intangible asset 5,553 10, Goodwill 568, ,612 Page 2 of 107

15 Parent company financial statements / balance sheet - liabilities and equity (R$ thousand) 1 - Code 2 - Description Current quarter 9/30/2013 Prior year 12/31/ Total liabilities 2,369,677 2,148, Current liabilities 308, , Salaries, vacation pay and social charges payable 91,209 63, Social charges 8,762 9, Salaries and vacation pay 82,447 53, Suppliers 90,551 61, Domestic suppliers 58,690 41, Third parties 54,102 39, Related parties 4,588 2, Foreign suppliers 31,861 19, Third parties 16,440 11, Related parties 15,421 8, Taxes payable 25,459 31, Federal taxes payable 13,430 17, Income tax and social contribution payable 3,075 3, Other 10,355 14, State taxes payable 12,029 14, Borrowings 7, , Borrowings 7, , Local currency 7, , Other liabilities 54,346 50, Other 54,346 50, Dividends and interest on capital payable 761 7, Advances from customers 3,668 5, Unrealized losses on derivative financial instruments 19,793 8, Other payables 30,124 28, Provisions 39,260 34, Other provisions 39,260 34, Provisions for warranties 13,430 11, Sundry provisions 25,830 23, Non-current liabilities 623, , Borrowings 387, , Borrowings 387, , In local currency 387, , Other liabilities 22,486 19, Other 22,486 19, Provision for subsidiary's net capital deficiency 15,922 13, Social contribution payable 6,499 6, Other payables Deferred taxes 57,160 40, Deferred income tax and social contribution 57,160 40, Provisions 156, , Provisions for tax, social security, labor and civil contingencies 148, , Provisions for tax contingencies 42,853 52, Provisions for social security and labor contingencies 136, , Judicial deposits -31,449-27, Other provisions 8,246 8, Provisions for environmental and decommissioning liabilities 8,246 8, Equity 1,437,472 1,349, Paid-up capital 966, , Revenue reserves 271, , Legal reserve 87,610 79, Proposed additional dividend 0 44, Reserve for expansion and modernization 184, , Retained earnings/ accumulated losses 140, Carrying value adjustments 64,052 79, Cumulative translation adjustments -5,425-5,049 Page 3 of 107

16 Parent company financial statements / statement of operations (R$ thousand unless otherwise stated) Accumulated - current year 1/1/2013 to 9/30/2013 Same quarter of prior year 7/1/2012 to 9/30/2012 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description Current quarter 7/1/2013 to 9/30/ Sales and/or services revenue 522,471 1,479, ,076 1,391, Cost of sales and/or services -353,136-1,043, ,495-1,029, Gross profit 169, , , , Operating expenses/ income -60, ,062-60, , Selling expenses -30,318-93,253-27,656-79, General and administrative expenses -19,248-61,741-20,417-61, Other operating income 22,132 57,966 9,552 30, Other operating expenses -37, ,559-23,824-78, Technology and product development costs -16,073-47,758-14,329-44, Other expenses -21,505-52,801-9,495-34, Equity in the results of investees 4,986 11,525 2,142 6, Equity in the results of subsidiaries 6,026 14,175 2,990 10, Provision for impairment of investment -1,040-2, , Profit before finance result and taxation 109, ,692 79, , Finance result 1,111-8,452-4,509-2, Finance income 30,065 73,880 11,021 67, Finance costs -28,954-82,332-15,530-69, Profit before taxation 110, ,240 74, , Income tax and social contribution -31,754-72,049-19,832-49, Current -17,399-51,780-15,338-30, Deferred -14,355-20,269-4,494-18, Profit from continuing operations 78, ,191 55, , Profit / loss for the period 78, ,191 55, , Earnings per share - (reais / share) Basic earnings per share Registered common shares Diluted earnings per share Registered common shares Page 4 of 107

17 Parent company financial statements / statement of comprehensive income (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Same quarter of prior year 7/1/2012 to 9/30/2012 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description Current quarter 7/1/2013 to 9/30/ Profit for the period 78, ,191 55, , Other comprehensive income 3,980-6, , Translation adjustments for the period -1, , Adjustments of financial instruments 8,002-9,447 1,181 4, Taxes on adjustments of financial instruments -2,722 3, , Comprehensive income for the period 82, ,579 55, ,717 Page 5 of 107

18 Parent company financial statements / statement of cash flows - indirect method (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description 6.01 Net cash provided by operating activities 209, , Cash provided by operations 267, , Profit for the period 170, , Depreciation and amortization 71,358 74, Equity in the results of investees -14,175-10, Provision for impairment of investment 2,650 3, Interest and exchange and monetary variations, net 20,734 30, (Profit) loss on disposal of property, plant and equipment Deferred income tax and social contribution 20,269 18, Provision for impairment of trade receivables Provision for contingencies and legal obligations -8,620 2, Provision for warranties 5,280 6, Sundry provisions 2,784 3, Realized losses on derivative financial instruments -4,290-5, Provision for impairment of property, plant and equipment and intangible assets , Provision for inventory loss 2,072 1, Prescribed dividends Capital increase in subsidiary -2, Changes in assets and liabilities -57,425 10, Accounts receivable from customers and related parties -80,106-49, Inventories -35,241 18, Taxes recoverable 41,492 28, Other receivables -11,681-7, Accounts payable to suppliers and related parties 29,218 12, Salaries, vacation pay and social charges payable 27,300 14, Taxes and contributions payable -6,026 2, Other payables 1, Income tax and social contribution paid -18,914-2, Provision for warranties -3,003-4, Advances from customers -2,189-1, Net cash provided by (used in) investing activities -20,648-54, Dividends and interest on capital received from subsidiary 28,049 11, Additions to property, plant and equipment -47,902-66, Additions to intangible assets -1,158-1, Proceeds from disposal of property, plant and equipment Net cash provided by (used in) financing activities -50, , Proceeds from borrowings 381, , Payments of principal on borrowings -333, , Payment of interest on borrowings -16,474-25, Dividends and interest on capital paid -81,997-63, Exchange variation on cash and cash equivalents 7,464 2, Increase (decrease) in cash and cash equivalents 146,181-37, Cash and cash equivalents at the beginning of the period 122, , Cash and cash equivalents at the end of the period 268, ,831 Page 6 of 107

19 Parent company financial statements / statement of changes in equity - 1/1/2013 to 9/30/2013 (R$ thousand) Capital reserves, stock options and treasury shares Retained earnings or accumulated losses Other comprehensive income 1 - Code 2 - Description Paid-up capital Revenue reserves Equity 5.01 Opening balances 966, , ,606 1,349, Adjusted opening balances 966, , ,606 1,349, Equity transactions with partners ,992-30, , Interest on capital , , Proposed additional dividends , , Prescribed dividends/ interest on capital Total comprehensive income ,558-15, , Profit for the period , , Other comprehensive income ,367-15,979-6, Adjustments of financial instruments ,447-9, Taxes on adjustments of financial instruments ,211 3, Translation adjustments for the period Realization of net deemed cost ,367-9, Internal changes in equity 0 0 8,510-8, Legal reserve 0 0 8,510-8, Closing balances 966, , ,853 58,627 1,437,472 Page 7 of 107

20 Parent company financial statements / statement of changes in equity - 1/1/2012 to 9/30/2012 (R$ thousand) Capital reserves, stock options and treasury shares Retained earnings or accumulated losses Other comprehensive income 1 - Code 2 - Description Paid-up capital Revenue reserves Equity 5.01 Opening balances 966, , ,978 1,328, Adjusted opening balances 966, , ,978 1,328, Equity transactions with partners ,961-38, , Interest on capital , , Proposed additional dividends , , Prescribed dividends/ interest on capital Total comprehensive income ,079-8, , Profit for the period , , Other comprehensive income ,685-8,362 4, Adjustments of financial instruments ,829 4, Taxes on adjustments of financial instruments ,642-1, Translation adjustments for the period ,136 1, Realization of net deemed cost ,685-12, Internal changes in equity 0 0 6,370-6, Legal reserve 0 0 6,370-6, Closing balances 966, ,638 95,185 79,616 1,401,694 Page 8 of 107

21 Parent company financial statements / statement of value added (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description 7.01 Revenue 1,851,828 1,728, Sales of goods, products and services 1,866,347 1,728, Other revenue -14, Provision for /reversal of impairment of trade receivables Inputs acquired from third parties -1,032, , Cost of sales and services -573, , Materials, energy, outsourced services and other -463, , Impairment/ recovery of assets 4,873-14, Gross value added 819, , Less -71,358-74, Depreciation, amortization and depletion -71,358-74, Net value added generated by the entity 748, , Value added received through transfer 85,474 73, Equity in the results of investees 11,525 6, Finance income 73,949 67, Total value added to distribute 833, , Distribution of value added 833, , Personnel 260, , Salaries and wages 195, , Benefits 45,892 44, Government severance indemnity fund for employees (FGTS) 18,874 17, Taxes and contributions 320, , Federal 255, , State 64,984 53, Municipal Providers of capital 82,102 68, Interest 17,576 20, Other 64,526 48, Shareholders 170, , Interest on capital 30,234 38, Retained profits / loss for the period 139,957 88,832 Page 9 of 107

22 Consolidated financial statements / balance sheet - assets (R$ thousand) 1 - Code 2 - Description Current quarter 9/30/2013 Prior year 12/31/ Total assets 2,576,292 2,370, Current assets 1,156, , Cash and cash equivalents 278, , Accounts receivable 460, , Trade receivables 460, , Customers 410, , Related parties 50,671 48, Inventories 327, , Taxes recoverable 52,550 79, Current taxes recoverable 52,550 79, Other current assets 36,901 22, Other 36,901 22, Unrealized gains on derivative financial instruments 8,581 3, Other receivables 28,320 19, Non-current assets 1,419,980 1,428, Long-term assets 35,129 23, Deferred taxes 3,955 4, Deferred income tax and social contribution 3,955 4, Loans to related parties 2, Loans to other related parties 2, Other non-current assets 28,304 19, Current taxes recoverable 16,203 9, Other receivables 12,101 9, Investments Property, plant and equipment 748, , Property, plant and equipment in operation 746, , Property, plant and equipment in progress 1,879 5, Intangible assets 636, , Intangible assets 13,542 14, Concession agreement 7,424 3, Intangible assets 6,118 11, Goodwill 622, ,523 Page 10 of 107

23 Consolidated financial statements / balance sheet - liabilities and equity (R$ thousand) 1 - Code 2 - Description Current quarter 9/30/2013 Prior year 12/31/ Total liabilities 2,576,292 2,370, Current liabilities 473, , Salaries, vacation pay and social charges payable 110,052 78, Social charges 12,911 14, Salaries and vacation pay 97,141 64, Suppliers 116,295 87, Domestic suppliers 69,884 56, Third parties 69,884 56, Foreign suppliers 46,411 31, Third parties 26,818 18, Related parties 19,593 13, Taxes payable 32,822 38, Federal taxes payable 18,590 23, Income tax and social contribution payable 4,259 5, Other 14,331 17, State taxes payable 14,178 15, Municipal taxes payable Borrowings 106, , Borrowings 106, , In local currency 105, , In foreign currency 1,185 1, Other liabilities 60,311 59, Other 60,311 59, Dividends and interest on capital payable 824 7, Advances from customers 4,337 6, Unrealized losses on derivative financial instruments 19,793 9, Other payables 35,357 35, Provisions 47,753 41, Other provisions 47,753 41, Provisions for warranties 16,623 14, Sundry provisions 31,130 26, Non-current liabilities 665, , Borrowings 418, , Borrowings 418, , In local currency 418, , Other liabilities 21,501 22, Other 21,501 22, Social contribution payable 7,284 7, Taxes payable (Refis MAHLE Forjas) 14,152 15, Other payables Deferred taxes 60,413 43, Deferred income tax and social contribution 60,413 43, Provisions 164, , Provisions for tax, social security, labor and civil contingencies 156, , Provisions for tax contingencies 42,963 52, Provisions for social security and labor contingencies 145, , Judicial deposits -32,584-27, Other provisions 8,438 9, Provisions for environmental and decommissioning liabilities 8,438 9, Consolidated equity 1,437,656 1,352, Paid-up capital 966, , Revenue reserves 271, , Legal reserve 87,610 79, Proposed additional dividend 0 44, Reserve for expansion and modernization 184, , Retained earnings / accumulated losses 140, Carrying value adjustments 64,052 79, Cumulative translation adjustments -5,425-5, Non-controlling interests 184 3,335 Page 11 of 107

24 Consolidated financial statements / statement of operations (R$ thousand unless otherwise stated) Accumulated - current year 1/1/2013 to 9/30/2013 Same quarter of prior year 7/1/2012 to 9/30/2012 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description Current quarter 7/1/2013 to 9/30/ Sales and/or services revenue 640,670 1,823, ,760 1,735, Cost of sales and/or services -439,799-1,301, ,795-1,289, Gross profit 200, , , , Operating expenses/ income -85, ,505-81, , Selling expenses -40, ,000-38, , General and administrative expenses -25,025-75,911-25,304-79, Other operating income 22,756 60,663 10,046 34, Other operating expenses -42, ,257-27,858-90, Technology and product development costs -17,042-51,671-16,791-49, Other expenses -25,245-61,586-11,067-41, Profit before financial result and taxation 115, ,752 89, , Finance result -5,604-27,606-11,261-18, Finance income 35,536 88,118 15,787 79, Finance costs -41, ,724-27,048-97, Profit before taxation 109, ,146 77, , Income tax and social contribution -32,208-73,488-23,096-54, Current -17,234-53,250-16,596-34, Deferred -14,974-20,238-6,500-19, Profit from continuing operations 77, ,658 54, , Consolidated profit/ loss for the period 77, ,658 54, , Attributable to owners of the Parent 78, ,191 55, , Attributable to non-controlling interests -1,012-2, , Earnings per share - (reais / share) Basic earnings per share Registered common shares Diluted earnings per share Registered common shares Page 12 of 107

25 Consolidated financial statements / statement of comprehensive income (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Same quarter of prior year 7/1/2012 to 9/30/2012 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description Current quarter 7/1/2013 to 9/30/ Consolidated profit for the period 77, ,658 54, , Other comprehensive income 3,980-6, , Translation adjustments for the period -1, , Adjustments of financial instruments 8,002-9,447 1,181 4, Taxes on adjustments of financial instruments -2,722 3, , Consolidated comprehensive income for the period 81, ,046 54, , Attributable to owners of the Parent 77, ,513 55, , Attributable to non-controlling interests 4,054 2, ,274 Page 13 of 107

26 Consolidated financial statements / statement of cash flows - indirect method (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description 6.01 Net cash provided by operating activities 268, , Cash provided by operations 302, , Profit for the period 167, , Depreciation and amortization 82,819 86, Interest and exchange and monetary variations, net 31,287 42, (Profit) loss on disposal of property, plant and equipment Deferred income tax and social contribution 20,238 19, Provision for impairment of trade receivables Provision for contingencies and legal obligations -7,778 1, Provision for warranties 5,638 8, Sundry provisions 4,779 8, Realized loss on derivative financial instruments -4,223-5,437 Provision for impairment of property, plant and equipment and intangible assets , Provision for inventory loss 2,691 2, Non-controlling interests in dividends and interest on capital Prescribed dividends Changes in assets and liabilities -34,252-40, Accounts receivable from customers and related parties -71,613-64, Inventories -18,417 15, Taxes recoverable 40,390 29, Other receivables -11,048-5, Accounts payable to suppliers and related parties 28,344-19, Salaries, vacation pay and social charges payable 31,444 16, Taxes and contributions payable -7,082 2, Other payables , Income tax and social contribution paid -19,791-3, Provision for warranties -4,149-4, Advances from customers -2,009-3, Net cash provided by (used in) investing activities -65,974-78, Additions to property, plant and equipment -65,217-78, Additions to intangible assets -1,240-1, Proceeds from disposal of property, plant and equipment 483 1, Net cash provided by (used in) financing activities -69, , Proceeds from borrowings 603, , Payments of principal on borrowings -561, , Payment of interest on borrowings -29,435-32, Dividends and interest on capital paid -82,375-63, Exchange variation on cash and cash equivalents 8,283 3, Increase (decrease) in cash and cash equivalents 141,492-25, Cash and cash equivalents at the beginning of the period 137, , Cash and cash equivalents at the end of the period 278, ,911 Page 14 of 107

27 Consolidated financial statements / statement of changes in equity - 1/1/2013 to 9/30/2013 (R$ thousand) Capital reserves, stock options and treasury shares Retained earnings or accumulated losses Other comprehensive income Noncontrolling interests 1 - Code 2 - Description Paid-up capital Revenue reserves Equity Consolidated equity 5.01 Opening balances 966, , ,606 1,349,080 3,335 1,352, Adjusted opening balances 966, , ,606 1,349,080 3,335 1,352, Equity transactions with partners ,992-30, , , Interest on capital , , , Obligations assumed by the parent company Proposed additional dividends , , , Prescribed dividends / interest on capital Total comprehensive income ,558-15, ,579-2, , Profit for the period , ,191-2, , Other comprehensive income ,367-15,979-6, , Adjustments of financial instruments ,447-9, , Taxes on adjustments of financial instruments ,211 3, , Translation adjustments for the period Realization of net deemed cost ,367-9, Internal changes in equity 0 0 8,510-8, Legal reserve 0 0 8,510-8, Closing balances 966, , ,853 58,627 1,437, ,437,656 Page 15 of 107

28 Consolidated financial statements / statement of changes in equity - 1/1/2012 to 9/30/2012 (R$ thousand) Capital reserves, stock options and treasury shares Retained earnings or accumulate d losses Other comprehensive income Noncontrolling interests 1 - Code 2 - Description Paid-up capital Revenue reserves Equity Consolidated equity 5.01 Opening balances 966, , ,978 1,328,462 11,061 1,339, Adjusted opening balances 966, , ,978 1,328,462 11,061 1,339, Equity transactions with partners ,961-38, , , Interest on capital , , , Proposed additional dividends , , , Prescribed dividends Obligations assumed by the parent company Total comprehensive income ,079-8, ,717-3, , Profit for the year , ,394-3, , Other comprehensive income ,685-8,362 4, , Adjustments of financial instruments ,829 4, , Taxes on adjustments of financial instruments ,642-1, , Translation adjustments for the period ,136 1, , Realization of net deemed cost ,685-12, Internal changes in equity 0 0 6,370-6, Legal reserve 0 0 6,370-6, Closing balances 966, ,638 95,185 79,616 1,401,694 7,657 1,409,351 Page 16 of 107

29 Consolidated financial statements / statement of value added (R$ thousand) Accumulated - current year 1/1/2013 to 9/30/2013 Accumulated - prior year 1/1/2012 to 9/30/ Code 2 - Description 7.01 Revenue 2,249,825 2,132, Sales of goods, products and services 2,263,736 2,133, Other revenue -13, Provision for/ reversal of impairment of trade receivables Inputs acquired from third parties -1,269,853-1,221, Cost of sales and services -735, , Materials, energy, outsourced services and other -536, , Impairment/ recovery of assets 2,240-13, Gross value added 979, , Less -82,819-86, Depreciation, amortization and depletion -82,819-86, Net value added generated by the entity 897, , Value added received through transfer 88,186 79, Finance income 88,186 79, Total value added to distribute 985, , Distribution of value added 985, , Personnel 331, , Salaries and wages 257, , Benefits 52,492 50, Government severance indemnity fund for employees (FGTS) 21,508 20, Taxes and contributions 370, , Federal 288, , State 81,574 68, Municipal Providers of capital 115,304 99, Interest 24,274 27, Rentals Other 90,216 71, Shareholders 167, , Interest on capital 30,234 38, Retained profits/ loss for the period 139,957 88, Non-controlling interest in retained profits -2,533-3,274 Page 17 of 107

30 Comments on company performance 1. Macroeconomic Scenario In the third quarter of 2013 economic activity continued to expand at a moderate pace. A significant increase in the consumer price level over the past 12 months has contributed to the persistent inflation. According to the Brazilian Institute of Geography and Statistics (IBGE), the annualized rate of industrial production for the last 12 months showed a growth of 0.7% in August 2013, continued its upward trend started in December last year, and reached the most positive result since October 2011 (+1.4%). The variation in the Extended Consumer Price Index (IPCA) in the period from January to September 2013 was 3.79% (3.77% in the same period of 2012). Considering the last 12 months (October, 2012 to September, 2013), the index reached 5.86%, down from 6.09% for the 12 months of 2012 (October, 2011 to September 2012), within the tolerance interval established by the National Monetary Council (CMN). In July, the Brazilian Monetary Policy Committee (Copom) unanimously decided to raise Selic rate to 8.50% per year, going ahead with the process of adjusting monetary conditions aiming at controlling inflationary pressures. In August and October, Copom approved two consecutive increases of 0.50% per year, and Selic is at present at 9.50% per year. From January to September 2013, Brazil s trade balance reported a deficit of US$ 1.6 billion, reversing the surplus of US$ 15.7 billion in the same period last year. This result came from exports of US$ billion and imports of US$ billion, with changes of -1.6% and +8.7%, respectively, compared to the same period of the previous year. The table below shows average exchange rates for the U.S. dollar and the euro (using the PTAX exchange offer rate published by the Central Bank of Brazil - Bacen). Currency Exchange rate variations for the USD (US$) and EUR ( ) Year Average exchange rate in the quarter Exchange rate on R$/US$ R$/ Source: Bacen. 1Q 2Q 3Q 4Q 15-Oct Page 18 of 107

31 Comments on company performance 1.1 Evolution of the Brazilian automotive industry A noteworthy event in the third quarter of 2013 was the publication of the regulation for investment in research and development under the Inovar-Auto program (Rule 772 of the Ministry of Science, Technology and Innovation and the Ministry of Development, Industry and Foreign Trade). The regulation provides guidance from the first step of the research to the implementation of the projects, including the qualification of the labor force needed. The rule that established the Follow-up System for the Technological Innovation Incentive program was also published. This system is called traceability (Rule 280 of the Ministry of Development, Industry and Foreign Trade). The Ministry of Finance decided to extend until 2014 the Investment Support Program ( Finame BNDES PSI ), which is currently the main financing instrument for trucks, buses and agricultural machinery. However, new conditions for the program will be announced in the future. The table below shows the performance of the Brazilian automotive industry in the period from January to September 2013 in relation to the same period of the previous year. Page 19 of 107

32 Comments on company performance Brazilian automotive industry Jan - Sep Jan - Sep Vehicle Sales B/A (locally-manufactured and imported) Passenger Cars B 2,041,169 A 2,100, % Light Commercials 600, , % Total of Light vehicle 2,641,254 2,666, % Trucks 115, , % Buses 24,034 21, % Total Trucks and Bus 139, , % Agricultural 63,864 51, % Total of medium and heavy vehicle 202, , % Total vehicle sales 2,844,249 2,840, % Export LV 403, , % Export Trucks 18,223 18, % Export Buses 6,803 6, % Export Trucks + Buses 25,026 25, % Export Agricultural 11,523 12, % Export MH 36,549 37, % Total Export 439, , % Import LV 516, , % Import MH 2,556 3, % Total Imports 519, , % Automotive trade balance LV (113,735) (293,071) -61.2% Automotive trade balance MH 15,770 14, % Automotive trade balance Total (79,742) (296,707) -73.1% Vehicle inventory variation in the period (*) 152,980 (22,891) % Total vehicle production 2,917,487 2,557, % Production of Light vehicle 2,660,794 2,370, % Production Trucks 149,142 98, % Production Buses 31,667 25, % Production Trucks and Buses 180, , % Agricultural 75,884 63, % Production of medium and heavy vehicle 256, , % (*) Vehicle inventory variation = production -(sales + exports - imports). Source: Anfavea Part of the difference in the growth rates of production and sales is due to the improvement of the trade balance and the restocking of inventory that was at a low level at the end of In addition, please note that the calculation of the total vehicle production comprises some new models of vehicle manufacturers that are not yet producing engines in Brazil. Considering only vehicles with engines manufactured in Brazil, the increase in vehicle production would be approximately 8.0%. Page 20 of 107

33 Comments on company performance Total vehicle Sales (locally-manufactured and imported) to the domestic market The table below presents the month-by-month sales performance for domestic and imported vehicles in the period from January to September 2013 and in relation to the previous two years. In the period from January to September 2013, the Brazilian automotive industry sales posted a slight growth of 0.1% (+4.0% when comparing the same period in 2012 with 2011), including the agricultural machinery segment. The share of imported vehicles in sales fell from 23.6% in 2011 to 18.7% in the period from January to September 2013, due to the new automotive regime and the Inovar Auto program announced in April and October 2012, respectively. In addition to the high comparison basis set in the same period last year, certain factors contributed to stabilizing sales, such as a resilient domestic demand and a positive foreign exchange effect. Truck sales grew by 13.6% in the period from January to September 2013 compared to the same period in the prior year mainly as a result of a 41.6% increase in sales of heavy-duty trucks compared to the same period of the prior year. Page 21 of 107

34 Comments on company performance Vehicle production The table below presents the month-by-month performance of vehicle production in the period from January to September 2013 and in relation to the previous two years. In the period from January to September 2013 the Brazilian vehicle production grew 14.1% compared to the same period of the prior year (-5.7% when compared to the same period in 2012 with 2011), with a new record high for vehicle production in the nine-month period. The increase in vehicle production during the period can be attributed to two factors: replacement of imported vehicles by domestic vehicles in sales to the domestic market and increase in vehicle exports. The performance of the truck segment was one of the highlights for the period. Truck production from January to September 2013 grew 50.9% compared to the same period of the prior year, affected by the switchover from Euro 3 to Euro 5 standards that occurred in January Evolution of the Argentinean automotive industry In the period from January to September 2013 the Argentinean automotive industry posted an increase of 19.0% in sales and of 10.9% in vehicle production compared to the same period last year, as shown in the table below. These figures show an upward trend seen since the beginning of At this pace, it is very likely that the Argentinean market will hit a new record high in sales this year, exceeding the current record of 858 thousand units sold in As Argentina imports from Brazil most of the internal combustion engines, the Company as an auto parts company that manufactures engine components for internal combustion engines in Brazil also benefits from this performance. Page 22 of 107

35 Comments on company performance Argentinian automotive industry Jan - Sep Jan - Sep Vehicle Sales B/A (locally-manufactured and imported) B A Passenger Cars 513, , % Light Commercials 179, , % Total of Light vehicle 693, , % Trucks 20,476 15, % Buses 4,725 4, % Total of medium and heavy vehicle 25,201 19, % Total vehicle sales 718, , % Exports 332, , % Imports 448, , % Automotive trade balance (115,761) (73,728) 57.0% Vehicle inventory variation in the period (*) (6,736) 7, % Total vehicle production 595, , % Production of Light vehicle 588, , % Production Trucks 4,511 3, % Production Buses 2,627 2, % Production of medium and heavy vehicle 7,138 5, % (*) Vehicle inventory variation = production -(sales + exports - imports). Source: Adefa 1.3 Evolution Summary of automotive industry in the MERCOSUR and evolution of the main markets in which the Company operates The table below consolidates the figures of vehicle production in the Common Southern Market (MERCOSUR), considering Brazil and Argentina only. This region corresponds to the domestic market in which the Company operates. Vehicle production in MERCOSUR (*) Jan - Sep Jan - Sep Vehicle production in MERCOSUR (*) B/A B A Production of Light vehicle 3,249,477 2,901, % Production Trucks 153, , % Production Buses 34,294 27, % Production Trucks and Buses 187, , % Production Agricultural 75,884 63, % Production of medium and heavy vehicle 263, , % Total Vehicle Production 3,513,308 3,095, % (*) Considering Brazil and Argentina. Source: Anfavea and Adefa The table below shows data of vehicle production in the Company s major export markets in the period from January to September 2013 compared to the same period of the previous year. Page 23 of 107