Votorantim Industrial. 1. Message from the Management. Management Report 2011

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1 Votorantim Industrial Management Report 2011 We are submitting for appreciation, the Management Report and respective Consolidated Financial Statements ( FS ) for Votorantim Industrial S.A. ( VID or Votorantim Industrial ), for the year ended on December 31, These FS were prepared in accordance with the IFRS issued by the International Accounting Standards Board (IASB) and Brazilian accounting practices. Additional information and details of the operating and financial performance are available on our Investor Relations website ( along with the full FS, the accompanying Footnotes and the Independent Auditors Report. 1. Message from the Management Economic scenario At the end of 2010, the market expected 2011 to be a good year for the world economy. Emerging countries, including Brazil, had recovered from the crisis some time before, and economic activity in the more developed nations was showing signs of consistent improvement. During the first half of the year, however, this optimistic scenario was dashed by factors which had not been anticipated, such as the earthquake in Japan and the social and political upheaval in the Middle East. Added to this, the structural problems of countries in Europe came to the fore again and confidence in the USA was severely shaken, resulting in the downgrade of US Treasury Notes. The European sovereign crises thus reached much more serious proportions, affecting countries such as Spain, Italy and Portugal, with consequences for banks throughout the region, and as a result, economic activity in Europe contracted. In Brazil, the debate at the beginning of 2011 was focused on the government s ability to control the inflationary pressure resulting from the expansionary monetary, fiscal and credit policies adopted in In order to deal with this situation, the government opted for a less expansionist fiscal management, with macro prudential containment measures. As the year progressed, these initiatives in combination with international financial contagion led to a downturn in the economic activity in Brazil, which expanded less than expected, and well below its potential. The effects seen in Brazil were common to most other emerging countries, including China, with the result that the world economy also grew less than initial estimates, especially in the second half of the year. 1

2 2012 looks more promising. The year began without major inflationary pressures in Brazil, and the government has been relaxing its monetary policy. Such course of action indicates that it will try to adjust its fiscal policy and use less conventional instruments, enabling the country s interest rates to be reduced to levels more in line with the international average. On the international front, USA s economic fundamentals have been gradually improving, the European Central Bank has started using quantitative easing and the Chinese economy is showing signs that it will achieve a soft landing, implying that its growth, though slowing down, will remain at a relatively high level. This set of factors should allow more developed countries to continue to make a slow recovery. Business overview This global scenario has affected worldwide demand and commodity prices, in addition to a great deal of volatility to the markets. The favorable environment at the beginning of the year, along with our policy of hedging metals on a rolling basis, gave us relative stability and reduced the volatility of our cash generation, even though market conditions deteriorated in the second half of the year. Therefore, these economic uncertainties did not have a significant impact on our businesses. Our operational performance showed itself to be resilient, in spite of the high level of market uncertainty and the increase in the price of some inputs needed for the manufacturing process. Our EBITDA margin fell, but it was limited by our focus on competitiveness, operating efficiency, high productivity and our continuing success in operating cost reduction. The 2011 results also benefited by our balanced business portfolio, with operations in different markets that bear very little correlation between each other. The economic growth that is occurring in Brazil at present, especially in the areas of housing and infrastructure, and the continued investment in expanding the cement business, counterbalanced our business operations affected by the commodity prices fall off, including the metals prices on the London Metal Exchange (LME), particularly in the last four months of We have been diligent in our investment decisions, seeking to balance investment against cash generation and financial leverage. Our annual expenditures in maintenance, safety and the environment, which account for approximately 7% of our net revenues, give us flexibility in deciding on expand business towards projects showing the best returns in our portfolio. In 2011, our investments totaled R$ 4.3 billion, of which 53% in maintenance and 47% in expansion. In 2012, we are still focusing on investments intended for expansion, primarily towards increasing cement production capacity in Brazil. In regards to financial management, we strive to be always ready to access markets and we continue to actively improve our debt profile, in order to achieve a longer debt amortization schedule without concentrating maturities in any single year. In this respect we have benefited from certain favorable market situations, in spite of increased volatility, 2

3 and we have been successful in tapping the local capital market, joining the select group of companies which are able to issue 30-year bonds, and we have completed a syndicated long-term export pre-payment transaction. Proceeds were used to pay in advance certain debts with shorter maturities and less attractive costs. As a result, our average debt maturity has been increased to 7.1 years, compared to 5.5 years at the end of In line with our strategy of continually reassessing our investment portfolio, we announced in November 2011 that we were selling our shares in the controlling group of Usiminas. In regards to steel, the companies we control are all in the long steel market. Usiminas was the only asset which we did not actively manage and which was focused on flat steel. With this move, we have reinforced even more our highly liquid position, which is supported by a revolving credit facility contracted in August, in the amount of US$1.5 billion, available for immediate drawings. We continue to strive for operational excellence allied to an active debt management, a strong liquidity position and financial discipline in investment decisions; and all these factors make us capable of carrying out our strategy for growth as well as facing whatever market difficulties may arise. 2. Financial and Operating Performance In spite of a more adverse global situation, influenced particularly by the European crisis, our results have benefited from our diversified business portfolio, mainly those whose performance is related to the Brazilian market. VID s net revenues totaled R$ 23.7 billion, with the cement segment accounting for 38%, metals 38%, steel 13%, pulp 7% and others 4%. Exports amounted to R$5.8 billion, a decrease of 4% against EBITDA totaled R$ 5.3 billion, remaining stable as compared to The cement segment accounted for 52% of EBITDA, metals 32%, pulp 12% and steel 4%. Net income was R$ 1.3 billion against R$ 3.2 billion in 2010, due to an increase in financial expenses in the amount of R$ 0.8 billion, mainly due to the non-cash FX variation caused by the 13% devaluation of the Real during the year and non-recurring gains recorded in Such gains relate to profit ascertained upon recognition at fair value of assets transacted in the acquisitions of Cimentos de Portugal (Cimpor) and Compañia Minera Milpo (Milpo), in the amount of R$ 1.7 billion and R$ 0.8 billion, respectively In addition to operating performance, other factors should be taken into consideration when comparing the statement of income and balance sheet for 2011 and First and foremost, it is important to emphasize the corporate transactions carried out in 2010 so that VID could hold full control of the cement, metals, steel and pulp business, as well as of the trading operating abroad, in addition to the transfer of our agribusiness to our parent company Votorantim Participações S.A. (VPar). Acquisition of control of Milpo in August 2010, and its full consolidation in our results is another important factor influencing this 3

4 comparison. Finally, we disposed of our equity interest in Usiminas, Companhia Nitro Química Brasileira, Conpacel and KSR, and, following the new accounting standards, we excluded these operations from 2010 and 2011 results. EBITDA (R$ billion) Capex (R$ billion) Net Revenues breakdown EBITDA breakdown 38% 4% 7% 38% 13% 52% 12% 32% 4% Cement Metals Steel Pulp Other Segments: Cement As a result of our investment plans for increasing cement production capacity in Brazil, with the expansion of existing plants and the construction of new ones, sales volume grew by 4%, from 22.7 million tons to 23.6 million tons. Net revenues reached R$ 8.9 billion, up by 5% against Electricity and petroleum coke costs went up during the year, resulting in a 2% fall in EBITDA, which amounted to R$ 2.8 billion at the end of With a positive outlook for housing and infrastructure projects in Brazil, we will continue to invest in the sector, expanding and inaugurating plants, building up our production capacity, with the aim of sustaining our growth in this sector and maintaining our leading position in the market. In 2011, we opened new production units in Poty (PE), Sepetiba (RJ), Imbituba (SC), Vidal Ramos (SC), São Luis (MA) and Salto (SP), which together added 5.2 million tons of annual production capacity. Additionally, we have planned for the next couple of years the opening and expansion of cement plants in Cuiabá (MT), Rio Branco (PR), Edealina (GO) and Primavera (PA), increasing our production capacity by 4

5 5.8 million tons. By expanding cement production, we are getting ready to meet the greater growth demand projected for the next few years, as we reaffirm our commitment to the development of Brazil. Our cement operation in North America is located in the region of the Great Lakes and in Florida, where we operate five cement plants and two milling units. In 2011, even in view of a less favorable scenario for this sector in the US, we maintained our operating performance stable and recorded a positive operating margin. Metals Net revenues amounted to R$ 8.9 billion, up by 13% against 2010, due mainly to the effect of the full consolidation of Milpo mining house, compared to its partial consolidation in 2010, for only 5 months. EBITDA totaled R$ 1.7 billion, up 2% over the previous year, explained by the following results in each different metal sector: Aluminum: Net revenues amounted to R$ 2.9 billion, 7% up over the previous year. During 2011, an unscheduled technical maintenance operation caused a temporary reduction in the production capacity of primary aluminum, with the corresponding impact on EBITDA. In comparison with 2010, EBITDA fell by 49% to R$ 0.3 billion. Zinc: Net revenues for zinc, including Milpo s results, were R$ 4.3 billion, up 21% over the year before, while EBITDA increased 49%, from R$ 0.7 billion to R$ 1.0 billion in Nickel: Net revenues for nickel increased 5% and totaled R$ 1.5 billion throughout the year. EBITDA remained stable at R$ 0.2 billion. Steel Although demand for steel improved in the Brazilian market, the drop in world consumption of long steel products, mainly in the more developed countries, led to over-supply; and this, along with an over-valued Real during most of the year, encouraged imports and affected prices in the domestic market. This state of affairs cut margins throughout the steel industry, including those for our long steel products. Net revenues were R$ 3.1 billion and EBITDA fell by 72%,totaling R$ 0.2 billion, as a result of the lower sales price and a hike in the cost of the main input, scrap metal, which resulted indirectly from the increase in the cost of iron ore. Prices in the domestic market recovered during the last quarter of Our project for building a new laminating plant for the manufacture of steel rods in Três Lagoas (MS) Sitrel ended the year with about 70% of the work completed. The start-up will beat the end of Its production capacity will be 400 thousand tons. Pulp During 2011, the European crisis reduced the list price of pulp, but firm demand in the last few months of the year stabilized prices. Taking 100% of Fibria s results, net revenues 5

6 were R$ 5.9 billion and EBITDA amounted to R$ 2.1 billion in the year, fall of 7% and 18% against 2010, respectively. These results are due mainly to lower pulp prices in BRL and to the sale of the Piracicaba mill. On the back of its operational excellence, Fibria maintained status as a lower production cost manufacturer and broke its pulp production and sales records. Accumulated earnings resulting from synergies obtained since Fibria was created, in 2009, and up to the close of 2011, amounted to about R$ 4.5 billion at net present value, an improvement over target set. This result was achieved by adjusting structures, simplifying procedures and improving operational performance, thus generating significant earnings by increasing production and reducing costs. Fibria remains focused on actions intended to increase liquidity by disposing of non-strategic assets and adapting investments, which will be directed mainly towards operation sustaining. 3. Liquidity and Indebtedness Our cash at the end of the year totaled R$ 4.8 billion, R$ 2.2 billion less than a year earlier, due to our investment in expanding the cement plants and in the early repayment of debt. To compensate for the lower cash position, we contracted a revolving credit facility, provided by a group of banks, amounting to US$ 1.5 billion. This gave us total liquidity of R$ 7.6 billion. This credit facility has not been used and the full amount remains available for immediate drawing. At the beginning of 2012 we received R$ 2.4 billion from the sale of our share in Usiminas, thus reducing our net debt position. Total debt at the end of the year remained practically stable at R$ 22.4 billion against the previous year, given that our decision to early repay certain debts was offset by the effect of the Real devaluation against the US Dollar. During the year, we also took active steps to manage our indebtedness, with the principal objective of extending its average maturity and reducing its cost. Among the transactions completed in 2011 were the issue of R$ 600 million in 10-year debentures, the issue of a US$ 750 million 30-year bond and a syndicated pre-payment export credit, amounting to US$ 1.15 billion, in two series maturing in seven and eight years. Liquidity e Amortization Schedule (R$ billion) Average Debt Maturity (years) 3.1 Dec % % 8% 6% 1.8 8% % 1.4 6% % % 9% 1.5 7% Dec Cash Sale of Usiminas RCF 6

7 Our target is to attain and to maintain a net debt to EBITDA ratio not exceeding two times. By managing costs, seeking continually to improve productivity at our units and by financial discipline in our investments, we have made consistent efforts to reduce this indicator in the direction of our target. However, the devaluation of the Real with effect from August on diverted us temporarily from our target. At the end of the year, net debt totaled R$ 17.7 billion and the ratio of net debt to EBITDA reached 3.36 times. At the beginning of 2012, however, this ratio decreased when we received the proceeds from the sale of our shareholding in Usiminas, at the same time as the exchange rate changed direction from the end of 2011, and the BRL started to appreciate again. For the purposes of comparison, if the proceeds of the sale of Usiminas had been received before the end of the year, and the dollar had been quoted at R$ 1.75, net debt to EBITDA ratio would have been 2.56 times. Financial statements report and credit rating We are reporting the consolidated financial statements of Votorantim Industrial for the first time. As with our shareholder Votorantim Participações S.A. (VPAR), we have been assigned investment grade, with BBB, Baa3 and BBB- ratings from Standard & Poor s, Moody s and Fitch, respectively. In line with VPAR s policy, we manage VID in such a way as to maintain credit metrics compatible with those required for keeping investment grade status. 4. Social and Environmental Responsibility A focus on sustainability is a feature of our business strategy, of our relationship with our stakeholders, of our operations and of our organizational culture. The underlying assumption that sustainable development is the essential path for our lasting growth finds fresh vigor in our operation, always aligned with our essential directives, based on Mission, Values, Principles of Sustainability and Management Beliefs and is publicly disclosed through our Sustainability Report. Driven by our Values, we adopted the Votorantim Code of Conduct, which expresses our commitment to ethics in relationship with clients, employees, shareholders, suppliers, public authorities, media, communities and society as a whole. Our corporate website ( gives more details of these directives. People management The highlight for 2011 was the disclosure of our Management Beliefs, a set of leadership principles that, jointly with our Values, represent our identity, Votorantim s DNA. We carry out leadership training programs and we develop these principles for the teams, with the primary aim of making these Management Beliefs part of the daily routine of every 7

8 employee. In the 2011 edition of the Hay survey, we recorded an important evolution of six points in the favorability index, against the 2009 survey. We strengthened the Functional Committees, which comprise leaders of the various business of VID. They act in key processes such as maintenance, investment and others, which promote the sharing of the best practices, define training programs to increase technical skills and propose the transfer of staff. The School for Challenges, run by Votorantim s Academy of Excellence and created to accelerate employees skills development had another edition in Four groups worked on relevant issues for our businesses and this initiative is showing itself to be an efficient way of professionally developing the participants. The volume of enrolments in the academy increased 25% over 2010, including LATAM initiatives, which are focused on the Technical Centers.Another important initiative in 2011 was the major revamp of the Movimenta program, an internal job rotation incentive program enabling employees to be exposed to new challenges, whether inside or outside their business units, thus offering opportunities for professional development and contributing for talent retention in the group. In order to increase attractiveness to the labor market and promote the image of Votorantim among the young public, the Talent Attraction department now takes a stronger approach towards social media and works closer to universities, developing networking initiatives primarily intended for the trainee program. In 2011, this program hosted 83 young adults, who spent the year going through a training process at the same time as developing their skills in their allocated working areas. Social investment in the communities We believe that contributing to the social and economic development of the communities where we operate is fundamental for the perpetuity of our business and for the generation of shared value with society. All our businesses therefore aim at encouraging the local development of these communities, always in partnership with other sectors of society. This includes action plans with integrated initiatives aimed at territorial development, investments in projects directed to the young public (in the areas of education, creation of jobs and income, sports and culture), in addition to initiatives involving dialogue with society, support to public management and incentive to local production chains. The Votorantim Institute is the instrument for bringing social focus and our business strategies together, and for managing our external social investment. In 2011, the Institute adopted a new procedure for supervising the implementation of undertakings and projects for expanding the organization, a guideline that has been included in the Capex Manual. This measure is intended to enable a better understanding of the impact of these operations and thus proposing more effective management plans. The ReDes program, in partnership with the BNDES, was one of the highlights. Benefitting 25 cities, the Program s first phase entails the creation of Community Councils and the identification of partnerships that, in 2012, will submit proposals seeking support. The Community Councils are responsible for stimulating dialogue with the communities: their operations were strengthened and 8

9 extended in order to identify needs and demands and to contribute towards the implementation of projects in support of local development. External social investment in 2011 amounted to R$59.4 million, with a total of 154 projects which benefited 1,404,038 people. Of this total, 72% corresponds to our own resources and 28% to investment from incentive funds. Environment In our operations we reiterate our commitment and our responsibility towards the environment, investing continually in research, studies, innovation and the application of new technology. In 2011 we allocated R$497 million in environmental management initiatives and projects. We maintain an Environment Thematic Team, which discusses working plans for subjects such as emissions, waste, water and biodiversity in all areas of our business. A risk matrix methodology has been developed to manage and monitor our actions, using a license control and conditions system. The matters handled by the Thematic Team are chosen in accordance with VID s priority themes. These themes were announced in our first Sustainability Report, which was published in May Bureau Veritas carried out an audit of the Report to consider to what extent it meets the Bureau s standard requirements, and awarded a B+ mark (the document is available on our Investor Relations website). This was also confirmed by Global Report Initiative (GRI). Among our chosen themes, we would like to emphasize particularly our undertaking to maintain or even reduce our Greenhouse Gas Emissions (GGEs). We have drawn up an annual inventory of emissions and we are working on seven projects for generating carbon credits. We also have an Energy Thematic Team, focusing on projects and actions towards energy efficiency. There are more than 70 projects being developed. 5. Acknowledgments The results and 2011 achievements reflect the strong effort and commitment of all those who every day devote their time and dedication to building Votorantim s history of success. As we continue to grow, our work is aimed at contributing to Brazil s development. We thank our shareholders, staff, suppliers, clients, other partners and society in general for the fact that together we are building the Votorantim we believe in. Votorantim, in action towards the future! São Paulo, March 8, The Management Votorantim Industrial S.A. 9