Votorantim Cement North America Inc.

Transcription

1 Condensed Consolidated Interim Financial Statements at September 30, 2017 and report on review

2 November 6, 2017 Report on Review of Condensed Consolidated Interim Financial Information To the Directors of Votorantim Cement North America Inc. Introduction We have reviewed the accompanying condensed consolidated interim statement of financial position of Votorantim Cement North America Inc. and its subsidiaries (together the group) as at September 30, 2017 and the related condensed consolidated interim statements of loss and comprehensive loss, changes in shareholders equity and cash flows for the three and nine-month periods then ended, and notes, comprising a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of these condensed consolidated interim financial statements in accordance with International Accounting Standard 34, Interim financial reporting, as issued by International Accounting Standards Board. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity. A review of interim financial statements 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 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. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements is not prepared, in all material respects, in accordance with International Accounting Standard 34, Interim financial reporting. (Signed) PricewaterhouseCoopers LLP Chartered Professional Accountants, Licensed Public Accountants PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2600, Toronto Ontario, Canada M5J 0B2 T: , F: PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

3 Condensed Consolidated Interim Statements of Financial Position Assets Note 30-Sep Dec-16 Current assets Cash and cash equivalents $ 160,988 $ 160,317 Accounts receivable 5 10,204 12,156 Inventories 145, ,897 Income taxes recoverable 2,383 - Assets classified as held for sale 6 271,472 - Prepaid expenses and other current assets 10,723 14, , ,649 Noncurrent assets Property, plant and equipment 7 583, ,568 Intangible assets 8 599, ,817 Deferred income tax asset 88, ,330 Investments accounted for using the equity method 9 22,359 94,488 Available-for-sale financial assets 4,552 4,227 Other non-current assets 10 72,096 77,447 1,369,550 1,565,877 Total assets 1,970,581 1,908,526 Liabilities Current liabilities Accounts payable and accrued liabilities 150, ,771 Income taxes payable - 6,214 Liabilities directly associated with assets classified as held for sale 6 26,554 - Short term debt and current portion of long term debt 11 7,019 9, , ,255 Noncurrent liabilities Long-term debt , ,995 Post-employment benefit obligations 39,324 35,567 Deferred income tax liability 28,183 22,827 Provisions and other long term liabilities 42,687 46, , ,202 Total liabilities 789, ,457 Shareholders Equity Share capital , ,910 Retained earnings 285, ,151 Accumulated other comprehensive income 200, , , ,159 Total shareholders equity 1,180,603 1,100,069 Total liabilities and shareholders equity $ 1,970,581 $ 1,908,526 Approved by the Board of Directors The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2 of 21

4 Unaudited Condensed Consolidated Interim Statements of Loss and Comprehensive Loss Column1 Co Note um 7/1/2017 to n4 7/1/2016 to Co 1/1/2017 to n6 1/1/2016 to Revenues $ 296,632 $ 276,833 $ 676,413 $ 642,722 Cost of sales 17 (191,038) (183,031) (499,246) (473,393) Gross profit 105,594 93, , ,329 Operating expenses Selling 18 (5,720) (5,098) (16,839) (16,157) General and administrative 18 (13,031) (13,561) (38,002) (39,288) Investment income from equity share in joint ventures 9 3,739 2,995 7,034 5,058 Other operating income 15 (198) 746 4,431 3,541 (15,211) (14,918) (43,376) (46,846) Operating income before financing expenses 90,383 78, , ,483 Financing expense - net 16 (9,859) (1,293) (28,815) (10,331) Income before income tax expense 80,522 77, , ,152 Provision for income tax expense Current (21,620) (15,692) (28,855) (22,917) Deferred 2,391 (6,639) 1,250 (5,150) (19,229) (22,331) (27,605) (28,067) Income from discontinued operations 6 3,931 1,144 11, Net income for the period 65,225 56,403 88,878 84,521 Other comprehensive loss: Accumulated foreign currency translation adjustment (44,054) 16,769 (81,583) (52,941) Unrealized gain (loss) on net investment hedge, net of tax 15, ,875 (3,174) Other comprehensive loss for the period (28,434) 17,453 (51,708) (56,115) Total comprehensive income (loss) for the period $ 36,791 $ 73,856 $ 37,170 $ 28,406 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3 of 21

5 Condensed Consolidated Interim Statements of Changes in Shareholders Equity Retained earnings Accumulated other comprehensive income Share capital Total equity Balance - December 31, 2015 $ 1,220,532 $ 66,771 $ 292,721 $ 1,580,024 Net income for the period - 84,521-84,521 Other comprehensive loss (net of tax) - - (56,115) (56,115) Comprehensive loss for the period - 84,521 (56,115) 28,406 Return of capital (110,000) - - (110,000) Foreign currency translation 68,277 6,857-75,134 Balance - September 30, ,178, , ,606 1,573,563 Net income for the period - 28,011-28,011 Other comprehensive income (net of tax) - - 9,401 9,401 Comprehensive income for the period - 28,011 9,401 37,412 Return of capital (538,975) - - (538,975) Foreign currency translation 34,076 (6,006) - 28,070 Transfer of remeasurements of post employment pension benefit obligations - (6,001) 6,001 - Balance - December 31, , , ,008 1,100,069 Net income for the period - 88,878-88,878 Other comprehensive loss (net of tax) - - (51,708) (51,708) Comprehensive income for the period - 88,878 (51,708) 37,170 Return of capital (30,000) - - (30,000) Foreign currency translation 50,970 22,394-73,364 Balance -September 30, 2017 $ 694,880 $ 285,423 $ 200,300 $ 1,180,603 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4 of 21

6 Condensed Consolidated Interim Statements of Cash Flows Cash flow from operating activities Note 7/1/2017 to 4 7/1/2016 to Co 1/1/2017 to n6 1/1/2016 to Profit before income tax and social contribution $ 80,522 $ 77,589 $ 104,976 $ 112,152 Adjustments of items that do not represent changes in cash and cash equivalents Depreciation, amortization and depletion 7 & 8 17,776 15,614 50,872 45,626 Equity in the results of associates and joint ventures 9 (3,739) (2,995) (7,034) (5,058) Loss (gain) on sale of property, plant and equipment and intangible assets 15 (542) (351) (3,136) (1,412) Gain on sales of investments, net (281) - Allowance for doubtful accounts, net of reversals (6) (733) 62 (98) Financial results, net 9,860 1,294 28,815 10, ,871 90, , ,542 Decrease (increase) in current assets Trade & other receivables 18,687 3,689 3,631 62,613 Inventories 7,986 (3,378) 12,592 (16,832) Related parties 3, (1,362) (3,966) Other current assets 2,307 4,107 2,286 5,392 Increase (decrease) in current liabilities Trade payables (2,048) 12,189 (21,814) (3,923) Salaries and social charges 4,330 3,869 (2,616) (2,841) Related parties 1, , Taxes payable (1,026) 734 2,519 1,137 35,200 22,045 (2,472) 41,757 Increase (decrease) in long term assets & liabilities Post-employment benefit obligations ,231 1,990 Other (1,710) (83) (2,205) (5,073) (902) (3,083) Cash provided by operational activities 138, , , ,217 Income tax and social contribution paid (7,272) (7,042) (23,348) (26,187) Net cash provided by operating activities 130, , , ,030 Cash flow from investment activities Proceeds from disposals of property, plant and equipment and intangible assets ,574 3,906 Proceeds from disposals of investments Dividends received 5,156 2,500 11,642 3,044 Capital returns/contributions (2,000) Acquisitions of property, plant and equipment (31,697) (36,290) (99,709) (66,374) Acquisitions of intangible assets (3,692) - (6,318) (12,062) Net cash used in investing activities (29,689) (33,365) (84,543) (73,487) Cash flow from financing activities New loans and financing ,588 4,800 Interest paid 11 (14,438) (190) (23,772) (347) Payments of loans and financing 11 (290) (2,093) (1,558) (32,484) Capital decrease 12 - (50,000) (30,000) (110,000) Related parties (9) (16) 967 (1,417) Financial costs, except interest (413) (464) (1,439) (1,397) Net cash provided by (used in) financing activities (15,150) (52,763) (52,214) (140,845) Increase (decrease) in cash and cash equivalents 86,055 20,019 11,724 (40,301) Increase (decrease) in cash and cash equivalents - discontinued operations 8,220 (164) 22,810 16,982 Effect of foreign exchange on cash 1,220 (119) 2,270 1,224 Cash and cash equivalents at the beginning of the period 101,624 94, , ,324 Ending Cash - discontinued operations (36,133) (13,212) (36,133) (13,212) Cash and cash equivalents at the end of the period $ 160,988 $ 101,010 $ 160,988 $ 101,017 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5 of 21

7 1 General information Votorantim Cement North America Inc. (VCNA) (or the Company ) was incorporated on June 28, 2006, and is a wholly owned subsidiary of Votorantim Cimentos EAA Inversiones S.L. ( VCEAA, merged with Votorantim Cimentos International (Spain) SE in 2015) and is indirectly controlled by Votorantim Cimentos S.A. ( VCSA or Parent ). VCSA (headquartered in the city and State of São Paulo) is directly controlled by Votorantim S.A., a privately held company fully controlled by the Ermírio de Moraes family. The primary activity of VCNA and its subsidiaries (together the Group ) is the manufacturing and distribution of cement and construction related materials. The Company has facilities in Canada and the United States. The address of its registered office is 55 Industrial St, Toronto, ON, Canada. These condensed consolidated interim financial statements for the nine months ended September 30, 2017 were approved by the Board of Directors of the Company on November 3, The financial statements have been reviewed, not audited. 2 Basis of preparation These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ) applicable to the preparation of interim financial statements including International Accounting Standard IAS 34 Interim Financial Reporting. These condensed consolidated interim financial statements do not contain all of the explanatory notes and disclosures required by the accounting standards applicable to the annual financial statements, since its purpose is to provide an update on the significant activities, events and circumstances compared to the annual financial statements. Accordingly, this report should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2016, approved by the board of Directors of the Company on March 7, These condensed consolidated interim financial statements have been prepared in a manner consistent with the accounting policies disclosed in Note 2 to the consolidated financial statement for the year ended December 31, Cement, ready-mix concrete and aggregate product shipments are highly seasonal in Ontario and the Great Lakes Region because of the general slowdown of construction activity in the winter months and the difficulty of pouring concrete in cold weather during the first and fourth quarters. In contrast, during the summer season the activity increases in the second and third quarters. Due to the seasonal nature of the business, the financial results for the first nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year. Income tax expense is recognized based on management s estimate of the weighted average effective annual income tax rate expected for the full financial year. 2.1 Accounting standards and amendments The standards, amendments to and interpretations of standards issued, but not adopted until the date of issue of the Company's interim condensed financial statements, are presented in the financial statements at December 31, The amendments made by IASB to standards IAS 7 Statements of Cash Flows and IAS 12 Income Taxes, effective as of January 1, 2017, do not have material impacts on the Company s financial statements. 6 of 21

8 3 Risk management 3.1 EBITDA The main source of information for assessment of the financial performance is the Adjusted EBITDA. The adjusted EBITDA is calculated from profit/loss, plus/less financial income and expenses, plus income tax and social contribution, plus depreciation, amortization and depletion, less equity in the results of investees, plus dividends received from investees and less exceptional non-cash items (non-cash items considered by Management as exceptional are excluded from the adjusted EBITDA measurement). The following table reconciles the quarterly, accumulated and Last twelve months adjusted EBITDA from the profit for the period: 7/1/2017 to 7/1/2016 to 1/1/2017 to 1/1/2016 to Last twelve months ended Last twelve months ended 12/31/2016 Net income 65,225 56,403 88,878 84, , ,532 Plus (less): Income tax 19,229 22,331 27,605 28,067 44,063 44,525 Income tax -discontinued operations (185) (37) (4) (374) Net financial results 9,859 1,293 28,815 10,331 39,357 20,875 Net financial results -discontinued operations ,757 1,027 2,088 1,357 Investment income from equity share in joint ventures (3,739) (2,995) (7,034) (5,058) (7,456) (5,480) Investment income from equity share in joint ventures - discontinued operations (2,095) (1,114) (5,617) (1,319) (8,129) (3,832) Depreciation, amortization and depletion 17,776 15,614 50,872 45,626 67,566 62,320 Depreciation, amortization and depletion - discontinued operations 2,637 2,739 7,922 8,267 10,663 11,007 EBITDA before results of investees 109,162 94, , , , ,930 Plus: EBITDA - discontinued operations (4,742) (3,081) (16,204) (8,674) (18,132) (10,602) Dividends received 5,156 2,500 11,642 3,044 15,786 7,189 Adjusted EBITDA 109,576 94, , , , , Capital management The company s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may amend or may propose to shareholders to amend, when their approval is required, the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The company monitors capital on the basis of the leverage ratio (which corresponds to net debt divided by Adjusted EBITDA for the last 12 months). Net debt is calculated as total borrowings (including bank indebtedness and long-term debt as shown in the consolidated statement of financial position) less cash and cash equivalents. The ratios at September 30, 2017 and December were as follows: 7 of 21

9 30-Sep Dec-16 Loans and financing (note 11) 502, ,265 Cash and cash equivalents (160,988) (160,317) Net debt - (A) 341, ,948 Adjusted EBITDA - (B) 262, ,517 Net debt / adjusted EBITDA - (A/B) Fair value estimates The carrying amounts for current financial assets and current financial liabilities on the condensed consolidated interim statements of financial position approximate fair value because of the short term of these instruments. 3.4 Fair value hierarchy The following are the levels in a hierarchy that is based on significance of the inputs used in making the measurements of financial assets and liabilities that are recognized on the balance sheet at fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The following table presents the group s financial assets and liabilities that are measured at fair value at September 30, Assets Available for sale financial assets Fair value measurements at 30 September using Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Equity securities -Industries related to cement production - 4,552 4,552 The following table presents the Group s financial assets and liabilities that are measured at fair value at December 31, of 21

10 Assets Available for sale financial assets Fair value measurements at 31 December using Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Equity securities -Industries related to cement production - 4,227 4,227 There were no transfers between levels 1, 2 and 3 during the first nine months of the year. (a) Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily NYSE equity investments classified as trading securities or available for sale. (b) Level 2 The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data, where it is available, and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. Specific valuation techniques used to value financial instruments include: Quoted market prices or dealer quotes for similar instruments; The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value; Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. 9 of 21

11 (c) Level 3 The following table presents the changes in Level 3 instruments for the nine months ended September 30, Equity securities Opening balance January 1, ,227 -Foreign currency translation 325 Closing balance September 30, ,552 In the absence of observable market data, revaluations recognized in other comprehensive income are based on qualifying triggering events, as determined by management, that give rise to a reliable estimate of market value. The following table presents the changes in Level 3 instruments for the year ended December 31, Equity securities Opening balance January 1, ,108 -Foreign currency translation 119 Closing balance December 31, ,227 The group s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. 4 Critical accounting estimates and assumptions In the period ended September 30, 2017, there have been no changes in estimates and assumptions that present a significant risk and probability of causing material adjustments to the carrying amounts of assets and liabilities for the current fiscal year, compared to those detailed in Note 4 to the financial statements as at December 31, Accounts receivable 30-Sep Dec-16 Trade accounts receivable 4,168 3,991 Non trade accounts receivable 6,468 8,411 Due from related parties - current portion (note 17) Allowance for doubtful accounts (627) (518) 10,204 12, of 21

12 The fair value of current accounts receivable approximates their carrying amount due to their short term nature. Movements on the group provision for impairment of trade receivables are as follows: 30-Sep Sep-16 Balance at the beginning of the period 518 6,473 Provision for receivables impairment 62 1,291 Receivables written off during the year as uncollectible - (941) Transfer to other non-current assets - - Other Total movement Balance at the end of the period 627 6,984 The creation and release of provision for impaired receivables have been included in selling, general and administrative expenses in the statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables were fully performing with no provisions against the balances. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. On March 31, 2016, the company entered into a revolving receivables securitization transaction with financial institutions for the sale of trade receivables to a special purpose entity (SPE) which was established specifically for this purpose and which is not controlled by the Company. The SPE finances the initial acquisition of the receivables by means of: (i) senior notes, (ii) intermediate subordinated certificates and (iii) junior subordinated certificates. The SPE acquires new receivables on a revolving basis, using mainly amounts paid for previously purchased receivables. The company manages, as a service provider on behalf of the SPE, the collections of the receivables included in the transaction. The SPE is not included in the consolidated financial statements since the company does not control the SPE for accounting purposes as determined in accordance with the criteria of IFRS 10, Consolidated Financial Statements. The company has neither transferred nor retained substantially all the risks and rewards of ownership of the transferred assets, and has retained control of the transferred assets as the SPE does not have the practical ability to sell the transferred assets. The receivables are recognized on the balance sheet to the extent of the company s continuing involvement and recognized an associated liability. The extent of the company s continuing involvement in the transferred assets is the extent to which it is exposed to changes in the value of the transferred assets. The net carrying amount of the partially transferred assets and associated liabilities reflects the rights and obligations that the company has retained. 11 of 21

13 Securitization recognized to the extent of continuing involvement Carrying amount of assets before transfer Carrying amount of assets continued to be recognized Carrying amount of continuing involvement liability Fair value of assets continued to be recognized Fair value of continuing involvement liability Net position 198,279 18,629 11,951 18,629 $11,951 6,679 6 Assets and liabilities of the disposal group classified as held for sale and discontinued operations The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at September 30, 2017: Assets 30-Sep-17 Cash and cash equivalents 36,133 Inventories 794 Prepaid expenses and other current assets 1,084 Property, plant and equipment 66,192 Intangible assets 98,737 Investments accounted for using the equity method 66,081 Other non-current assets 2, ,472 Liabilities Accounts payable and accrued liabilities 21,870 Due to related parties 4,684 26,554 The financial statements information presented are for the nine months ended September 30, 2017 and 2016: 1/1/2017 to n6 1/1/2016 to Revenue $ 146,275 $ 130,232 Expenses (134,134) (129,532) Income before income tax expense 12, Income tax expense (634) (263) Income from discontinued operations 11, of 21

14 7 Property, plant and equipment Land Land improvements & buildings Equipment Vehicles Construction in progress (*) 1/1/2017 to 1/1/2016 to Balance at the beginning of the period Cost 103, , , , ,269 1,309,607 1,216,050 Accumulated depreciation - (124,904) (484,401) (115,734) - (725,039) (707,087) Net balance 103, , ,988 44, , , ,963 Acquisitions 2,640 2,017 56,442 11,771 27, ,560 71,456 Disposals (2,728) (1,682) (361) (5,189) - (9,960) (2,534) Depreciation (i) - (8,292) (27,621) (10,903) - (46,816) (41,841) Adjustments & transfers (ii) (1,492) 3,951 (441) 2,152-4,170 (9) Assets classified as held for sale (note 6) (25,623) (17,838) (5,755) (12,384) (4,592) (66,192) - Translation differences 2,252 4,336 3,915 4,489 1,771 16,763 11,370 Balance at the end of the period 78,215 98, ,167 34, , , ,405 Cost 78, , , , ,138 1,312,276 1,308,150 Accumulated depreciation - (130,133) (486,188) (112,862) - (729,183) (760,745) Balance at the end of the period 78,215 98, ,167 34, , , ,405 (i) Depreciation expense of $44.6 million is included in cost of sales and $2.2 million is included in general and administrative expenses. (ii) Adjustments relate primarily to the transfer of a parcel of land owned by CBM aggregates, from exploration rights $5 million (Note 8). (*) Mainly expansion of the cement production capacity of Charlevoix plant, located in Michigan/USA. Ongoing project with start-up estimated for 2018 and with main processes and industrial equipment including raw mill, kiln, cyclone tower, calciner and cement grinding. 13 of 21

15 8 Intangible assets Goodwill Computer software Exploration rights ARO Customer relationships and noncompete 1/1/2017 to 1/1/2016 to Balance at the beginning of the period Cost 361,122 22, ,835 20, , , ,621 Accumulated amortization - (20,036) (47,209) (11,015) (79,761) (158,021) (139,921) Net balance 361,122 1, ,626 9,566 43, , ,700 Acquisitions , ,318 12,063 Amortization (i) - (1,099) (4,858) (599) (5,422) (11,978) (12,052) Adjustments (5,035) - - (4,449) (1) Assets classified as held for sale (note 6) (83,747) (5) - - (14,985) (98,737) - Translation differences , ,273 3,005 Balance at the end of the period 277,375 2, ,333 9,261 23, , ,716 Cost 277,375 23, ,186 21,318 69, , ,303 Accumulated amortization - (21,131) (53,853) (12,057) (46,080) (133,121) (153,588) Balance at the end of the period 277,375 2, ,333 9,261 23, , ,715 (i) Amortization expense of $11.5 million is included in cost of sales and $0.5 million is included in general and administrative expenses. The customer relationships have a remaining estimated useful life of up to 7 years. 9 Investments accounted for using the equity method The amounts recognized in the balance sheet are as follows: 30-Sep Dec-16 Joint ventures 22,359 94,488 The amounts recognized in the income statement are as follows: 30-Sep Sep-16 Investment income from equity share in joint ventures 7,034 5,058 The joint ventures listed below have share capital consisting solely of common shares, which are held directly by the group. 14 of 21

16 Nature of investment in joint ventures at September 30, 2017, and December 31, 2016 Name of entity Place of business / incorporation Ownership % Nature of relationship Measurement method Ready mix production, strategic partnership Superior Materials Holdings, LLC Michigan, USA 50% with local producer Equity Ready mix production, strategic partnership Midway Group, LLC Michigan, USA 50% with local producer Equity Hutton Transport Limited Ontario, Canada 25% Equity Transportation services At September 30, 2017, the joint ventures above have commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 30-Sep Dec-16 No later than 1 year 2,200 1,710 Later than 1 year and no later than 5 years 4,973 3,821 Total 7,173 5,531 The Company, together with its joint venture partner, has an obligation to make additional funding contributions to its joint venture Superior Building Materials, LLC, if there is a shortfall between the joint venture s credit agreement earnings level and its projected earnings. Any potential payment would not be material in nature. 10 Other assets 30-Sep Dec-16 Prepaid royalties 6,259 6,331 Prepaid rent 1,119 1,153 Due from related parties - long term portion (note 17) 1,582 2,549 Notes related to SPE (note 5) 58,218 60,857 Other 4,918 6,557 72,096 77, Loans and financing 30-Sep Dec-16 Non-current Bond payable net of financing costs 488, ,512 Mortgages payable (b) 7,549 5, , ,995 Current Interest payable 4,951 6,948 Reclassified financing costs (1,045) - Mortgages payable (b) 3,113 2,322 7,019 9, of 21

17 The schedule of repayments of the Company s loans and financings is as follows: 30-Sep Dec-16 6 months or less 6,485 7, months 534 1, years 4,935 2,794 Over 5 years 490, , , ,265 The carrying amounts of the Company s borrowings approximate their fair values, as the impact of discounting is not significant. The fair values, are based on cash flows discounted using market rates, consistent with the terms of borrowing, as at the balance sheet date and are within level 2 of the fair value hierarchy. The carrying amounts of the Company s borrowings are denominated in the following currencies: 30-Sep Dec-16 C $ 13,301 10,495 US $ Equivalent 10,664 7,805 US $ 492, , , ,265 The changes for the period are as follows: (a) Credit Line 1/1/2017 to 1/1/2016 to Balance at the beginning of the period 501,265 33,611 New borrowings 3,588 4,800 Exchange rate variations 818 2,293 Interest accruals 21, Interest paid (23,772) (347) Amortization of funding costs, net of additions Payments (1,558) (32,484) Balance at the end of the period 502,869 8,188 On June 2015, VCSA and its main subsidiaries, including the Company, entered into a Revolving Credit Facility in the amount of $ 700 million and maturing on June Borrowings can be made by any of its main subsidiaries U.S. funds, repaid and reborrowed at the borrower s discretion. As of September 30, 2017, the Company had $nil cash borrowings (Dec 31, 2016: $nil) under the Revolver Credit Facility. In addition, VCNA has a Revolving Credit Facility to support the company with short term liquidity in the amount of $ 230 million and maturing on October Borrowings under it can be in either U.S. or Canadian funds, repaid and reborrowed at company s discretion. The agreement includes a provision for the adjustment of interest rate subject to the credit rating of the guarantor VCSA and the amount withdrawn. As of September 30, 2017, the Company had $nil cash borrowings (Dec 31, 2016: $nil) under the Revolver Credit Facility. 16 of 21

18 (b) Mortgages payable The mortgages payable relate to the purchase of several aggregate properties between 2004 and The agreements allow the company to defer a portion of the payments until such time as the aggregate is extracted from the ground. The agreements have various maturity dates ranging up to (c) Guarantee to a third party On June , VCNA along with its subsidiary, St. Mary s Cement US LLC, signed a construction loan agreement as guarantors of Port City Barge INC, a third-party Special Purpose Entity (SPE) (Borrower) to fund the purchase, conversion and retrofitting of a barge to move products along the Great Lakes. The guarantee amounts to $45 million and will be required during the barge construction, maturing on November 30, Once construction is done, the barge will be chartered to VCNA and its subsidiaries. 12 Share capital Share capital consists of the following: Authorized Unlimited common shares Unlimited preference shares Common shares issued and outstanding 30-Sep-17 Numbers of shares $ 31-Dec-16 Numbers of shares $ Shares issued and outstanding at January 1, 1,679,783, ,032 1,679,783,138 1,391,007 Return of capital during the period / year - (30,000) - (598,975) Shares issued and outstanding at end of period / year, 1,679,783, ,032 1,679,783, ,032 Preference shares issued and outstanding Shares issued and outstanding at January 1, 12,000,000 10,447 12,000,000 10,447 Reclassification of shares to liabilities - (10,447) - (10,447) Shares issued and outstanding as at end of period / year, 12,000,000-12,000,000 - Total share capital at June 30, 2017 / December 31, , ,032 Foreign currency translation (67,152) (118,122) 694, ,910 In January of 2017, VCNA returned the capital amount of $30 million, to its parent Votorantim Cimentos EAA Inversiones S.L.U. No shares previously issued and outstanding were redeemed and or cancelled in relation to the return of capital payment. 17 of 21

19 13 Contingencies The company has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities other than those already provided for. 14 Commitments At September 30, 2017, the Company had commitments under machinery, equipment and real estate operating leases requiring future annual rental payments as follows: 30-Sep Dec-16 No later than 1 year 12,429 11,460 Later than 1 year and no later than 5 years 26,919 24,285 Later than 5 years 22,538 22,677 61,886 58, Other operating income 7/1/2017 to 7/1/2016 to 1/1/2017 to 1/1/2016 to Gain on sale of property, plant and equipment ,136 1,412 Rental income ,027 1,159 Gain on sale of investment Purchase CO2 credit (491) - (491) - Other (536) (198) 746 4,431 3, Financing expense - net 7/1/2017 to 7/1/2016 to 1/1/2017 to 1/1/2016 to Financing expense: Interest expense on third party loans (7,962) (100) (23,582) (1,125) A/R securitization fees - net 112 (999) 296 (6,218) Amortization of prepaid financing costs (722) (461) (2,087) (1,092) (8,572) (1,561) (25,373) (8,435) Financing income: Net foreign exchange loss (1,498) 543 (4,139) (1,930) Interest income from related parties 211 (275) (1,287) 268 (3,442) (1,896) (9,859) (1,293) (28,815) (10,331) 18 of 21

20 17 Related party transactions During the nine months ended September 30, 2017, September 30, 2016 and as at December 31, 2016, the company entered into the following transactions with related parties: The Company has various transactions with joint ventures (which are accounted for using the equity method) including: 1) Long term notes receivable, interest payments are made quarterly at specified rates. Terms of repayment vary up to 20 years. 2) Trade sales and purchases 3) Miscellaneous payments made on behalf of joint ventures including insurance, taxes, benefits, payroll and other. No impairment provisions have been recorded in relation to any related party balances. The fair value of the due to and from related parties approximates their carrying amount, as the impact of discounting is not significant. Due from related parties - current portion 30-Sep Dec-16 At January ,598 Net advances/repayments (77) (5,326) At September 30, 2017 and December 31, 2016 (Note 5) Due from related parties - long term portion 30-Sep Dec-16 At January 1 2,549 1,117 Net advances/repayments (967) 1,432 At September 30, 2017 and December 31, ,582 2,549 Due to related parties - current portion 30-Sep Dec-16 At January 1 10,017 10,404 Net advances/repayments (5,965) (387) At September 30, 2017 and December 31, ,052 10,017 Sales to related parties: 7/1/2017 to 7/1/2016 to 1/1/2017 to 1/1/2016 to St Marys Cement Inc. (US) to Superior Materials Holdings, LLC 4,630 4,717 12,582 12,430 St Marys Cement Inc. (US) to Midway Group, LLC 2,432 1,688 4,662 2,023 7,063 6,405 17,244 14,453 The Company paid amounts related to share capital transactions to its parent Votorantim Cimentos EAA Inversiones S.L.U. 1/1/2017 to 1/1/2016 to Votorantim Cimentos EAA Inversiones S.L.U. 12/31/2016 Return of share capital (Note 12) 30, , of 21

21 Votorantim Cimentos Guarantee The company has guaranteed Votorantim Cimentos S.A. s (VCSA) obligations under a certain credit agreement dated February 18, 2016, by and among VCSA, as borrower and VCNA, as guarantor, in the amount of $100.0 million. As of September 30, 2017, the company guaranteed $100.0 million of VCSA s outstanding indebtedness. The loan matures on February 26, On November 6, this credit agreement was prepaid (Note 19 (ii)). Suwannee Guarantee The company has guaranteed Suwannee s obligations under a certain term loan agreement dated December 23, 2015, by and among Suwannee American Cement, LLC (Suwannee), as borrower and VCNA, as guarantor, in the amount of $38.0 million. As of September 30, 2017, the outstanding amount company guaranteed under this facility was $29.0 million of Suwannee s outstanding indebtedness. The loan matures on December 23, Expense by nature 7/1/2017 to 6/1/2016 to 6/30/2016 (*) 1/1/2017 to 1/1/2016 to (*) Depreciation and amortization (Note 7,8) 17,776 15,614 50,872 45,626 Freight cost 30,792 28,607 67,843 65,074 Employee benefit expense 61,451 60, , ,434 Taxes, fees and contributions 4,273 4,728 12,832 12,570 Services, miscellaneous 9,957 11,220 25,751 27,753 Maintenance 9,865 10,197 45,365 47,175 Insurance 1,019 1,090 3,088 3,313 Rents and leases 4,221 3,461 11,065 8,937 Raw materials and consumables 28,407 29,523 67,220 69,229 Fuel costs 10,674 9,082 25,892 26,203 Electric power - consumption 10,348 11,134 27,962 29,829 Provision for loss 1, ,008 3,166 Utilities ,152 1,933 Other expenses 19,213 15,120 37,189 20, , , , ,838 Reconciliation Cost of sales 191, , , ,393 Selling 5,720 5,098 16,839 16,157 General and administrative 13,031 13,561 38,002 39, , , , ,838 (*) Expenses by nature categories are reclassified for comparative purposes 20 of 21

22 19 Subsequent event (i) On October 27, 2017 the company approved a return of capital in the amount of $110 million to its parent company, Votorantim Cimentos EAA Inversiones S.L.. (ii) On November , VCSA early repaid in full the $100 million credit agreement issued on February 18, 2016, which the Company acts as guarantor. (iii) In 2017, management commenced the process to divest of its Florida Ready-Mix and Cement Business (Florida Business), which includes VCNA Prestige Concrete Products Inc. and VCNA Prestige Gunite Inc. (including its 100% subsidiary Sacramento Prestige Gunite Inc.), as well as their 50% ownership interest in Suwanee American Cement LLC ( SAC ) and Sumter Cement Co. LLC. As of September 30, 2017, VCNA still had ownership of the Florida Business and these assets were concluded to meet the criteria to be classified as a disposal group held for sale. As a result of the classification of the Florida Business as held for sale, management performed an impairment assessment under IAS 36 and concluded that carrying value of the Florida Business was recoverable based on the expected fair value less costs to sale of the Florida Business. The Florida Business was concluded to meet the definition of discontinued operations as of September 30, As a result, in the unaudited financial statements for the nine months ended September 30, 2017, management has presented the results of its Florida Business as a single amount on the face of the consolidated interim statement of profit (loss), comprising the post-tax results of discontinued operations. On October 1, 2017, the company and Anderson Columbia Group ("Anderson Columbia") entered into an agreement to sell the Florida Business to one international group of building materials. 21 of 21