TUPY. Global reference in castings Quarterly Financial Report September 30, 2017 Release Financial Information Explanatory Notes Independent auditor s report www.tupy.com.br
TUPY Worldwide reference in casting Z 3Q17 Highlights Consistent growth and margin recovery Earnings conference call Date: November 14 th, 2017 Portuguese/English 12:30 p.m. (Brasília time) / 09:30 a.m. (EST) Dial in Brasil: +55 11 3193-1001 Dial in Brasil: +55 11 2820-4001 Dial in EUA: +1 646 828-8246 Toll free EUA: + 1 800 492-3904 Code: Tupy Webite: www.tupy.com.br/ri Investor Relations Thiago Fontoura Struminski Finance and Administration VP Investor Relations Officer Sales Volume: 141.7 Thousand tonnes, up 19.4% from 3Q16, due to sales growth in domestic and foreign markets. Revenues: R$962,7 million, a 26.2% increase against 3Q16 due to volume growth and the improved mix of products reducing the effects of a 2.8% appreciation of the BRL against the USD when compared to the same period of the previous year. Adjusted EBITDA: R$163.4 million, up 64.0% from the same period of the previous year and equivalent to 17.0% of revenues in 3Q17, corresponding to 3.9 percentage points increase against 3Q16. Cash flow from operations: Generation of R$96.3 million in 3Q17, against consumption of R$9.2 million in 3Q16. Net income: R$76.4 million in 3Q17, a significant increase compared to 3Q16 net income ofr$9.0 million. Payment of dividends and interest on equity (IoE): R$50.0 million to be paid in November. This amount plus the amounts paid in June and August totals R$150.0 million, corresponding to a dividend yield* of 6.5%. Hugo Zierth IR Manager dri@tupy.com.br +55 (11) 2763-7844 Considering the closing stock price at the end of each quarter Note: Except when stated otherwise, the comparisons shown in percentage variations are based on the same period of 2016.
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT MAIN INDICATORS (R$ thousand) SUMMARY 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Revenues 962,664 763,047 26.2% 2,738,851 2,473,571 10.7% Cost of goods sold (778,212) (655,917) 18.6% (2,287,307) (2,108,930) 8.5% Gross profit 184,452 107,130 72.2% 451,544 364,641 23.8% % on revenues 19.2% 14.0% 16.5% 14.7% Operating expenses (73,196) (61,798) 18.4% (224,666) (198,880) 13.0% Other operating expenses (13,975) (23,492) -40.5% (84,313) (85,521) -1.4% Income before financial results 97,281 21,840 345.4% 142,565 80,240 77.7% % on revenues 10.1% 2.9% 5.2% 3.2% Net financial result (13,415) (10,970) 22.3% (39,964) (45,677) -12.5% Income before taxes 83,866 10,870 671.5% 102,601 34,563 196.9% % on revenues 8.7% 1.4% 3.7% 1.4% Income tax and social contribution (7,506) (1,869) 301.6% 36,866 (37,034) - Net income 76,360 9,001 748.4% 139,467 (2,471) - % on revenues 7.9% 1.2% 5.1% -0.1% EBITDA (acc. Inst. CVM 527/12) 159,627 93,599 70.5% 335,760 301,731 11.3% % on revenues 16.6% 12.3% 12.3% 12.2% Adjusted EBITDA 163,384 99,632 64.0% 388,850 330,176 17.8% % on revenues 17.0% 13.1% 14.2% 13.3% Average Exchange rate (BRL/USD) 3.16 3.25-2.8% 3.18 3.55-10.4% Average Exchange rate (BRL/EUR) 3.72 3.62 2.8% 3.54 3.95-10.4% TUPY S.A. Release 2
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT SALES VOLUME (tons) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Domestic market 30,651 26,274 16.7% 84,150 76,248 10.4% Automotive 25,599 21,966 16.5% 69,221 62,998 9.9% Hydraulics 5,052 4,308 17.3% 14,929 13,250 12.7% Foreign market 111,010 92,370 20.2% 332,533 291,571 14.0% Automotive 105,846 88,569 19.5% 320,222 281,350 13.8% Hydraulics 5,164 3,801 35.9% 12,311 10,221 20.4% Total sales volume 141,661 118,644 19.4% 416,684 367,819 13.3% Sales volume increased by 19.4% against 3Q16, chiefly due to the following factors: 16.5% increase in sales to the automotive segment in the domestic market, primarily due to indirect exports of applications for commercial vehicles, along with sales in off road segments. 19.5% increase in the volume of sales to the automotive segment in the foreign market, reflecting the increase in applications for commercial and off road vehicles compared to the same period of the previous year. Significant growth in the hydraulics segment, particularly in the Brazilian and US markets. The automotive segment portfolio comprised 19% of partially or fully machined products (vs. 21% in 3Q16). The breakdown of automotive products by type of material shows that Compacted Graphite Iron CGI accounted for a sales volume of 12% (vs. 15% in 3Q16). The drop in the quarterly comparison was due to higher growth in the volume of products made of gray or nodular iron. TUPY S.A. Release 3
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT REVENUES Revenues increased by 26.2% compared to 3Q16. In the domestic market, the 27.7% growth was due to the increase in revenues from all automotive segment, highlighting commercial vehicles, which increased by 55.5% in the period. In the foreign market, net revenues increased by 25.8%, particularly due to the applications for commercial and off road vehicles. The 2.8% appreciation of the Real against the U.S. Dollar in the period (average exchange rate of approximately R$3.16 in 3Q17 against R$3.25 in 3Q16) was offset by a more favorable mix of products. (R$ thousand) 3Q17 3Q16 Var.[%] 9M17 9M16 Var.[%] Revenues by market 962,664 763,047 26.2% 2,738,851 2,473,571 10.7% Domestic market 184,933 144,849 27.7% 489,547 423,895 15.5% % share 19.2% 19.0% 17.9% 17.1% Foreign market 777,731 618,198 25.8% 2,249,304 2,049,676 9.7% % share 80.8% 81.0% 82.1% 82.9% Revenues by segment 962,664 763,047 26.2% 2,738,851 2,473,571 10.7% Automotive 902,712 713,282 26.6% 2,584,817 2,324,354 11.2% % share 93.8% 93.5% 94.4% 94.0% Hydraulics 59,952 49,765 20.5% 154,034 149,217 3.2% % share 6.2% 6.5% 5.6% 6.0% TUPY S.A. Release 4
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Revenues by market and performance in the period In the reporting period, 61.9% of revenues came from North America. In turn, South and Central America accounted for 20.1%, and Europe for 10.9% of total revenues. The remaining 7.1% came from Asia, Africa and Oceania. (R$ Mil) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Revenues 962,664 763,047 26.2% 2,738,851 2,473,571 10.7% Domestic market 184,933 144,849 27.7% 489,547 423,895 15.5% Automotive 152,887 115,717 32.1% 399,686 332,558 20.2% Passenger cars 51,731 48,621 6.4% 141,649 118,621 19.4% Commercial vehicles 81,188 52,214 55.5% 200,221 170,541 17.4% Off road 19,968 14,882 34.2% 57,816 43,396 33.2% Hydraulics 32,046 29,133 10.0% 89,861 91,338-1.6% Foreign market 777,731 618,198 25.8% 2,249,304 2,049,676 9.7% Automotive 749,825 597,564 25.5% 2,185,131 1,991,795 9.7% Passenger cars 98,490 122,548-19.6% 289,455 406,188-28.7% Light commercial vehicles 280,507 213,006 31.7% 853,196 717,666 18.9% Medium and heavy commercial vehicles 130,332 105,529 23.5% 409,047 352,093 16.2% Off road 240,496 156,481 53.7% 633,433 515,848 22.8% Hydraulics 27,906 20,633 35.2% 64,173 57,880 10.9% Note: The division between commercial and off road vehicles takes into account our best assumptions on the same product for these applications. TUPY S.A. Release 5
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT DOMESTIC MARKET (DM) Passenger Cars Revenues from sales of components for passenger cars increased by 6.4% in 3Q17 compared to the same period of the previous year, particularly due to the increase in sales of products that will be exported from Brazil by our customers (indirect exports). Commercial Vehicles Revenues from applications for commercial vehicles rose by 55.5% compared to the same period of the previous year. Just as it happened with passenger cars, this growth was chiefly due to indirect exports opportunities. TUPY S.A. Release 6
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Off Road Tupy s revenues from off road rose by 34.2% in 3Q17, driven by the strong volume demanded by our customers and ramp up of parts. Hydraulics In 3Q17 revenues from hydraulics segment increased by 10.0% against the same period in 2016. This growth is chiefly due to the increase in demand and increasing market share in iron bars market. TUPY S.A. Release 7
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT FOREIGN MARKET (FM) Passenger Cars Revenues from passenger cars decreased by 19.6% compared to 3Q16, due to the appreciation of the Real compared to the same period of the previous year, as well as to the phase-out of products. Light Commercial Vehicles Sales for this application were positively impacted in the period by the increase in demand from US market and phase in of projects, which reduced the adverse effect of the appreciation of the Real in the period. We have also counted on a more favorable comparison base, due to production stoppage of a client in 3Q16. TUPY S.A. Release 8
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Medium and Heavy Commercial Vehicles The 23.5% increase in revenues is mainly due to the performance of the North-American market. Just as in the case of light commercial vehicles, we noticed a favorable comparison base due to production stoppage of a client in 3Q16. Off Road Sales for off road applications in 3Q17 increased by 53.7% compared to the same period in 2016, due to the recovery in demand against weak markets in previous years. TUPY S.A. Release 9
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Hydraulics In 3Q17, net revenues from sales of pipe fittings, steel shots and iron bars increased by 35.2%. This growth was chiefly due to the performance of the North-American market. COST OF GOODS SOLD AND OPERATING EXPENSES The cost of goods sold (COGS) in 3Q17 amounted to R$778.2 million, up by 18.6% compared to 3Q16, resulting in gross margin of 19.2%. Operating expenses amounted to R$73.2 million, up 18.4% from 3Q16. Consolidado (R$ Mil) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Revenues 962,664 763,047 26.2% 2,738,851 2,473,571 10.7% Cost of goods sold (778,212) (655,917) 18.6% (2,287,307) (2,108,930) 8.5% Raw-material (399,375) (321,431) 24.2% (1,167,456) (1,035,013) 12.8% Labor, profit sharing and social benefits (186,708) (164,121) 13.8% (542,669) (537,717) 0.9% Maintenance and third parties (86,525) (65,817) 31.5% (251,606) (214,573) 17.3% Energy (55,149) (47,876) 15.2% (161,344) (153,959) 4.8% Depreciation (48,991) (51,361) -4.6% (152,566) (155,401) -1.8% Others* (1,464) (5,311) -72.4% (11,666) (12,267) -4.9% Gross profit 184,452 107,130 72.2% 451,544 364,641 23.8% % on revenues 19.2% 14.0% 16.5% 14.7% Operating expenses (73,196) (61,798) 18.4% (224,666) (198,880) 13.0% *Reclassifications of costs were made among raw-material, maintenance and third parties to reflect better accuracy about productive process. TUPY S.A. Release 10
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT The changes in COGS between 3Q17 and 3Q16 were mainly due to the following factors: 24.2% increase in raw material costs, driven by the increase in production volumes and raw material prices compared to 3Q16. On the other hand, we noticed a 2.2% decrease in the cost per kilo of raw materials compared to the previous quarter (2Q17). Labor costs up 13.8% due to increase in headcount caused by volume growth in Mexican operations. Year over year comparison was also affected by collective bargain agreement. 31.5% increase in maintenance materials and third parties. In addition to the growth in volumes and increase in outsourced services, the annual comparison was also affected by an unfavorable base, due to extremely low maintenance levels carried out in 3Q16 (fall of 18.9% compared to 2Q16). 15.2% rise in energy costs, resulting from the increase in production volumes and higher tariffs compared to the previous year. These effects were offset by the partial closing of the Mauá unit. Operating expenses, which encompass administrative and commercial expenses, grew by 18.4%, chiefly due to higher freight expenses from increasing sales volume and the development of research projects. Additionally, as from January 2017, the Company started to record research & development, final shipments, and technical assistance services, among others, as operating expenses, rather than cost of goods sold. OTHER OPERATING EXPENSES Other net operating expenses amounted to R$14.0 million in 3Q17, against R$23.5 million in 3Q16, corresponding to 40.5% decrease. (R$ thousand) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Depreciation of non-operating assets (176) (188) -6.4% (532) (1,027) -48.2% Amortization of intangibles assets (10,042) (17,271) -41.9% (30,691) (56,049) -45.2% Restructuring of the Mauá plant 1,517 - (44,141) - Others* (5,274) (6,033) -12.6% (8,949) (28,445) -68.5% Other net operating expenses (13,975) (23,492) -40.5% (84,313) (85,521) -1.4% *Includes legal provisions, PP&E write offs, and income from the sale of unserviceable assets This drop was chiefly due to lower amortization expenses, because of the impairment of intangible assets in 4Q16. TUPY S.A. Release 11
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT NET FINANCIAL INCOME In 3Q17, the Company recorded net financial expenses of R$13.4 million, compared to expenses of R$11.0 million in 3Q16. (R$ thousand) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Financial expenses (36,817) (41,958) -12.3% (114,573) (134,962) -15.1% Financial income 23,845 32,219-26.0% 88,504 103,813-14.7% Net monetary and Exchange variation (443) (1,231) -64.0% (13,895) (14,528) -4.4% Net financial income (13,415) (10,970) 22.3% (39,964) (45,677) -12.5% The reduction in financial expenses is chiefly due to net amortizations in the past twelve months, which amounted R$212.8 million, and to the appreciation of the BRL against the USD (average exchange rate of R$3.16 in 3Q17 vs. R$3.25 in 3Q16), which affected the recognition of interest on borrowings denominated in dollars. Drop of 26.0% in financial revenues, mainly because of the 9.7% decrease in the balance of cash and investments in Brazil (R$717.1 million in 3Q17 vs. R$793.8 million in 3Q16), and lower financial earnings due to lower interest rates, with an average equivalent to 11.12% p.a. in 3Q17 vs. 14.44% p.a. in 3Q16. The reduction in expenses from net exchange and net monetary variations resulted from the appreciation of the BRL and MXN against the USD in 3Q17, as well as from marking to market of hedge transactions (zero cost collar). EARNINGS BEFORE TAXES AND NET INCOME (R$ thousand) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Net income before income taxes 83,866 10,870 671.5% 102,601 34,563 196.9% Tax effects before foreign Exchange impacts (6,490) 4,796-14,085 (17,665) - Tax rates before foreign Exchange effects -8% 44% 14% -51% Net income before foreign Exchange effects on tax base 77,376 15,666 393.9% 116,686 16,898 590.5% Foreign Exchange effects on tax base (1,016) (6,665) -84.8% 22,781 (19,369) - Net income 76,360 9,001 748.4% 139,467 (2,471) - % on revenues 7.9% 1.2% 5.1% -0.1% Tax effects before exchange impacts came to R$6.5 million, as a result of the difference in expenses at the rate of (34%) on profit before tax effects and the effects of permanent additions/exclusions, highlighting the effects of the payment of interest on shareholders equity and higher tax benefits from reintegra (from 0.1% in 2016 to 2% in 2017). The effect of exchange rates on the tax base (deferred income tax in Mexican operations) is calculated in Mexican Pesos (MXN). The translation into the functional currency, the U.S. Dollar, resulted in a reduction of R$1.0 million due to the devaluation of the Mexican Peso against the U.S. Dollar in 3Q17. The net income from these effects amounted to R$76.4 million in 3Q17, or 7.9% of revenues. TUPY S.A. Release 12
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT EBITDA The combination of the factors mentioned above resulted in adjusted EBITDA of R$163.4 million in 3Q17, with 17.0% margin on revenues. Adjusted EBITDA in 9M17 was R$388.9 million, an increase of 17.8% against the same period of the previous year. (R$ thousand) RECONCILIATION OF NET INCOME TO EBITDA 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] Net income 76,360 9,001 748.4% 139,467 (2,471) - (+) Net financial result 13,415 10,970 22.3% 39,964 45,677-12.5% (+) Income tax and social contribution 7,506 1,869 301.6% (36,866) 37,034 - (+) Depreciation and amortization 62,346 71,759-13.1% 193,195 221,491-12.8% EBITDA (according to CVM 527/12) 159,627 93,599 70.5% 335,760 301,731 11.3% % on revenues 16.6% 12.3% 12.3% 12.2% (+) Other net operating expenses* 5,274 6,033-12.6% 8,949 28,445-68.5% (+/-) Restructuring of the Mauá plant (1,517) 44,141 Adjusted EBITDA 163,384 99,632 64.0% 388,850 330,176 17.8% % on revenues 17.0% 13.1% 14.2% 13.3% * Other net operating expenses are presented net of amortization and depreciation expenses. In 3Q17, EBITDA was positively impacted by R$11.0 million non-recurring revenues from services provided in past periods. Excluding this amount, the Company s Adjusted EBITDA was R$152.4 million, or 16.0% of adjusted revenues of R$951.7 million. TUPY S.A. Release 13
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT INVESTMENTS IN PROPERTY, PLANT AND EQUIPMENT, AND INTANGIBLE ASSETS Total investment in property, plant and equipment and intangible assets was R$32.6 million in 3Q17, down 6.6% against 3Q16. This amount resulted in 3.4% on revenues of 3Q17. Investments in 9M17 amounted to R$92.2 million, a 8.9% reduction against the same period of the previous year. (R$ thousand) 3Q17 3Q16 Var. [%] 9M17 9M16 Var. [%] PP&E Strategic investments 10,099 5,268 91.7% 29,745 15,549 91.3% Maintenance and sustenance 17,850 27,867-35.9% 49,832 77,336-35.6% Environment 1,617 643 151.5% 5,445 2,797 94.7% Interest and financial expenses 409 858-52.3% 1,116 2,317-51.8% Intangible assets Software 1,645 295 457.6% 2,617 3,153-17.0% Research and development 1,001 - - 3,403 - - 32,621 34,931-6.6% 92,158 101,152-8.9% WORKING CAPITAL Balance sheet (R$ thousand) 3Q17 2Q17 1Q17 4Q16 3Q16 Accounts receivable 549,627 571,454 533,036 418,963 455,013 Inventories 354,009 338,776 373,649 409,713 371,830 Accounts payable 389,578 369,959 324,696 302,497 301,855 Sales outstanding [days] 57 63 60 47 50 Inventories outstanding [days] 44 43 49 54 48 Payables outstanding [days] 48 48 43 39 38 Cash conversion cycle [days] 53 58 66 62 60 Main working capital lines recorded the following variations against the previous quarter (2Q17): Reduction of R$21.8 million (corresponding to 6 sales days in accounts receivable), as a result of a more favorable product mix; Inventories increased by R$15.2 million, corresponding to 1 day increase (relating to the cost of goods sold) against 2Q17. The number of inventory days returned to regular levels after increases caused by the development of reserve inventories in 4Q16 and 1Q17 (54 and 49 days respectively), as a result of the partial reduction of the Mauá unit; Increase of R$19.6 million in accounts payable, due to production volume growth in the period. This indicator improved significantly against the same period of the previous year (10 days), due to several actions intended to stretch payment terms with the current suppliers. TUPY S.A. Release 14
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT CASH FLOW (R$ thousand) CASH FLOW SUMMARY 3Q17 3Q16 Var.[%] 9M17 9M16 Var.[%] Cash at the beginning of period 1,046,217 1,237,064-15.4% 1,203,940 1,524,622-21.0% Cash flow from operating activities 96,326 (9,189) - 151,695 162,004-6.4% Cash flow from investing activities (30,025) (29,436) 2.0% (89,902) (95,215) -5.6% Cash flow from financing activities (140,142) (13,439) 942.8% (293,801) (318,298) -7.7% Effect of Exchange variation on cash (27,576) 4,883 - (27,132) (83,230) -67.4% Increase (decrease) in cash (101,417) (47,181) 115.0% (259,140) (334,739) -22.6% Cash at the end of period 944,800 1,189,883-20.6% 944,800 1,189,883-20.6% In 3Q17, cash from operating activities amounted to R$96.3 million, against a consumption of R$9.2 million in 3Q16. This increase was due to the growth in operating income and improvement of the cash conversion cycle. Investment activities totaled R$30.0 million in 3Q17, up to 2.0% against investments recorded in 3Q16. In 3Q17, financing activities totaled R$140.1 million, chiefly driven by payment of loans in the amounting to R$86.2 million, in addition to the distribution of interest on shareholders equity of R$50.0 million to shareholders. The combination between these factors and the exchange rate variation on cash resulted in a decrease of R$101.4 million in cash and cash equivalents in the period, which amounted to R$944.8 million in 3Q17. INDEBTEDNESS At the close of 3Q17, the Company's net debt amounted to R$711.2 million, i.e., the net debt/adjusted EBITDA ratio for the previous 12-month period was 1.49. The decrease in this ratio compared to 2Q17 is due to the net repayment of loans in the amount of R$86.2 million in the period, as well as to operating cash generation and exchange rate appreciation, which resulted in a reduction of the debt denominated in foreign currency. Obligations in foreign currency accounted for 72% of total obligations (8% short-term debt and 92% long-term debt), while 28% of debt is denominated in BRL (23% short-term debt and 77% long-term debt). Regarding cash balance, 76% is denominated in BRL, and 24% is denominated in foreign currency. TUPY S.A. Release 15
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT (R$ thousand) ENDIVIDAMENTO 3Q17 2Q17 1Q17 Short term* 201,435 262,848 307,575 Long term 1,458,223 1,555,896 1,519,607 Gross debt 1,659,658 1,818,744 1,827,182 Cash and equivalents*ᶧ 948,436 1,047,820 1,141,384 Net debt 711,222 770,924 685,798 *Includes derivatives ᶧIncludes financial investments Gross debt/adjusted EBITDA 3.48x 4.40x 4.51x Net debt/adjusted EBITDA 1.49x 1.87x 1.69x The Company s debt profile is as follows: Amounts in R$ million. TUPY S.A. Release 16
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT PAYMENT OF INTEREST ON EQUITY On November 30, 2017, the Company will pay to R$50.0 million to its shareholders, of which approximately R$8.6 million will be paid as interest on shareholders equity, and R$41.4 million, as dividends, totaling R$150.0 million regarding the first nine months of 2017. This amount corresponds to a dividend yield of 6.5%, based on closing stock price at each quarter. As previously approved by the Board of Directors, the Company intends to pay R$200.0 million regarding the fiscal year 2017. DISPOSAL OF THE STEEL SHOTS BUSINESS On August 9, 2017, the Administrative Council for Economic Defense (CADE) approved the sale of the steel shots production and sale business. Regarding the share of this product in the Company financial statements, net revenues from this business unit totaled R$30.4 million in 2016, corresponding to 0.9% of total revenues, considering internal consumption. EBITDA resulting from this transaction was negative by R$0.9 million in the period. Despite the low representativeness of this product, this deal is in line with the Company s strategy to focus its efforts on improving profitability and return on invested capital. OWNERSHIP STRUCTURE On September 29, 2017, Tupy s ownership structure was as follows: The Company is subject to the rules of the Novo Mercado Arbitration Chamber, in accordance with article 60 of the By-laws. * * * TUPY S.A. Release 17
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Attachment I Light vehicles production and sales in Brazil (Units) 3Q17 3Q16 Var. (%) 9M2017 9M2016 Var. (%) Production Passenger cars 609,773 437,532 39.4% 1,669,796 1,280,586 30.4% Light commercial 84,398 81,697 3.3% 241,659 223,034 8.4% Light vehicles 694,171 519,229 33.7% 1,911,455 1,503,620 27.1% Sales Passenger cars 456,850 375,812 21.6% 1,227,185 1,083,382 13.3% Light commercial 62,028 65,531-5.3% 174,331 173,078 0.7% Light vehicles 518,878 441,343 17.6% 1,401,516 1,256,460 11.5% Exports Passenger cars 154,738 107,607 43.8% 457,829 284,572 60.9% Light commercial 27,169 20,005 35.8% 80,207 56,871 41.0% Light vehicles 181,907 127,612 42.5% 538,036 341,443 57.6% Source: ANFAVEA TUPY S.A. Release 18
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Attachment II Commercial vehicles production and sales in Brazil (Units) 3Q17 3Q16 Var. (%) 9M2017 9M2016 Var. (%) Production Trucks Semi-light 697 553 26.0% 1,924 1,870 2.9% Light 4,742 4,318 9.8% 11,750 12,445-5.6% Medium 2,108 685 207.7% 5,069 2,818 79.9% Semi-heavy 6,314 4,480 40.9% 17,654 13,185 33.9% Heavy 9,162 5,112 79.2% 22,647 16,065 41.0% Total trucks 23,023 15,148 52.0% 59,044 46,383 27.3% Buses 6,182 5,243 17.9% 16,155 14,482 11.6% Commercial vehicles 29,205 20,391 43.2% 75,199 60,865 23.6% Sales Trucks Semi-light 486 596-18.5% 1,265 1,496-15.4% Light 3,079 3,531-12.8% 8,073 10,080-19.9% Medium 1,151 1,031 11.6% 2,945 3,224-8.7% Semi-heavy 3,765 3,785-0.5% 9,284 10,990-15.5% Heavy 4,970 3,846 29.2% 12,520 11,700 7.0% Total trucks 13,451 12,789 5.2% 34,087 37,490-9.1% Buses 3,665 2,962 23.7% 8,562 9,295-7.9% Commercial vehicles 17,116 15,751 8.7% 42,649 46,785-8.8% Exportações Trucks Semi-light 173 166 4.2% 506 507-0.2% Light 1,492 1,574-5.2% 4,118 3,854 6.9% Medium 562 303 85.5% 1,445 672 115.0% Semi-heavy 3,009 1,385 117.3% 7,957 4,196 89.6% Heavy 2,623 2,453 6.9% 7,464 6,028 23.8% Total trucks 7,859 5,881 33.6% 21,490 15,257 40.9% Buses 2,636 3,142-16.1% 6,740 6,984-3.5% Commercial vehicles 10,495 9,023 16.3% 28,230 22,241 26.9% Fonte: ANFAVEA TUPY S.A. Release 19
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Attachment III Production and sales of light and commercial vehicles in foreign markets (Units)((( 3Q17 3Q16 Var. (%) 9M2017 9M2016 Var. (%) North America Production/Factory Shipments Passenger cars 1.311.451 1.666.954-21,3% 4.556.919 5.150.363-11,5% Light commercial vehicles Class 1-3 2.663.948 2.751.705-3,2% 8.504.171 8.361.290 1,7% Light Duty Class 4-5 19.308 10.833 78,2% 62.291 49.296 26,4% Medium Duty Class 6-7 32.779 28.889 13,5% 103.508 104.083-0,6% Heavy Duty Class 8 71.782 55.040 30,4% 183.530 178.650 2,7% Medium & Heavy Duty¹ 123.869 94.762 30,7% 349.329 332.029 5,2% United States Sales Passenger cars 1.569.779 1.730.829-9,3% 4.691.838 5.275.353-11,1% Light commercial vehicles Class 1-3 2.857.242 2.739.559 4,3% 8.192.079 7.836.753 4,5% Light Duty Class 4-5 32.456 30.752 5,5% 96.143 92.009 4,5% Medium Duty Class 6-7 32.015 31.058 3,1% 93.195 92.310 1,0% Heavy Duty Class 8 50.198 45.336 10,7% 134.620 149.557-10,0% Medium & Heavy Duty¹ 114.669 107.146 7,0% 323.958 333.876-3,0% Europe Sales Passenger cars 3.449.200 3.399.720 1,5% 11.660.121 11.244.036 3,7% Source: Automotive News; Bloomberg; ACEA ¹Note: The amount of medium and heavy commercial vehicles comprises the vehicles of classes 4-8. TUPY S.A. Release 20
RELEASE FINANCIAL INFORMATION EXPLANATORY NOTES AUDITOR S REPORT Attachment IV Production and sales of agricultural machinery in global markets (Units) 3Q17 3Q16 Var. (%) 9M2017 9M2016 Var. (%) Production Americas Brazil 15,198 16,081-5.5% 43,993 36,562 20.3% Sales Americas Brazil 12,332 13,463-8.4% 33,594 30,975 8.5% United States and Canada 59,922 60,800-1.4% 190,168 182,327 4.3% Europe Germany 9,924 11,768-15.7% 29,401 30,867-4.7% France 7,646 7,216 6.0% 20,384 23,407-12.9% United Kingdom 2,916 3,003-2.9% 9,058 8,385 8.0% Source: ANFAVEA; Bloomberg; AEM; AXEMA TUPY S.A. Release 21
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES BALANCE SHEETS AT SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (All amounts in thousands of reais) A S S E T S Note 9/30/17 12/31/16 9/30/17 12/31/16 CURRENT ASSETS Cash and cash equivalents 3 813,825 809,037 944,800 1,203,940 Financial investments 1,059-1,059 - Derivative financial instruments 24 2,289-2,577 - Trade account receivables 4 241,992 260,326 549,627 418,963 Inventories 5 209,552 251,226 354,009 409,713 Tooling 23,947 21,035 98,663 139,089 Income tax and social contribution recoverable 6 - - 19,936 441 Other taxes recoverable 7 69,813 53,263 117,364 72,726 Related parties 8 5,269 4,826 - - Notes and other receivables 29,326 29,443 47,827 32,325 Total current assets 1,397,072 1,429,156 2,135,862 2,277,197 NON-CURRENT ASSETS Income tax and social contribution recoverable 6 211,995 194,631 211,995 194,631 Other taxes recoverable 7 152,330 160,004 152,330 160,004 Deferred income tax and social contribution 14 131,912 101,399 105,631 44,353 Credits - Eletrobrás 9 102,170 102,170 102,170 102,170 Judicial deposits and other 48,164 46,506 49,187 47,511 Investments in equity instruments 1,441 1,645 6,506 6,753 Properties for investments - - 6,544 6,544 Investments 10 1,366,511 1,454,691 - - Property, plant and equipment 11 860,727 943,701 1,512,514 1,600,394 Intangible assets 11 58,673 59,836 290,193 330,249 Total non-current assets 2,933,923 3,064,583 2,437,070 2,492,609 Total assets 4,330,995 4,493,739 4,572,932 4,769,806 See accompanying notes TUPY S.A. Quarterly Information 22
TUPY S.A. AND SUBSIDIARIES BALANCE SHEETS AT SEPTEMBER 30, 2017 AND DECEMBER 31, 2016 (All amounts in thousands of reais) L I A B I L I T I E S Note 9/30/17 12/31/16 9/30/17 12/31/16 CURRENT LIABILITIES Trade accounts payables 203,329 190,469 389,578 302,497 Loans and financing 12 201,946 330,362 200,808 328,377 Derivative financial instruments 24 186-627 - Income taxes payable - - 360 30,777 Other taxes payable 2,068 2,495 20,013 17,985 Salaries, social security charges and profit sharing 115,604 90,720 142,294 109,841 Advances from customers 39,412 22,838 74,396 110,016 Related parties 8 1,000 997 - - Dividends and interest on capital 67 16,049 67 16,049 Provision for tax, civil, social security and labor contingencies 13 15,978 20,826 16,206 21,038 Notes and other payables 128,715 113,884 79,361 107,982 Total current liabilities 708,305 788,640 923,710 1,044,562 NON-CURRENT LIABILITIES Borrowings 12 1,463,022 1,568,811 1,458,223 1,563,179 Provision for tax, civil, social security and labor contingencies 13 115,307 125,913 117,980 128,575 Retirement benefit obligations - - 28,658 23,115 Other long term liabilities 1,731 3,243 1,731 3,243 Total non-current liabilities 1,580,060 1,697,967 1,606,592 1,718,112 EQUITY Share capital 15 1,060,301 1,060,301 1,060,301 1,060,301 Share issuance costs (6,541) (6,541) (6,541) (6,541) Share-based payments 10,577 7,580 10,577 7,580 Carrying value adjustments 467,732 482,126 467,732 482,126 Income reserves 363,666 463,666 363,666 463,666 Retained earnings 146,895-146,895 - Total equity 2,042,630 2,007,132 2,042,630 2,007,132 Total liabilities and equity 4,330,995 4,493,739 4,572,932 4,769,806 See accompanying notes TUPY S.A. Quarterly Information 23
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES STATEMENTS OF INCOME QUARTERS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) 7/1/17 7/1/16 7/1/17 7/1/16 Note 9/30/17 9/30/16 9/30/17 9/30/16 NET REVENUE 16 564,281 477,832 962,664 763,047 Cost of products sold 17 (458,681) (422,912) (778,212) (655,917) GROSS PROFIT 105,600 54,920 184,452 107,130 Selling expenses 17 (24,534) (19,090) (36,645) (30,665) Administrative expenses 17 (26,922) (21,595) (33,343) (29,506) Management fees 8 (3,208) (1,627) (3,208) (1,627) Other operating expenses, net 19 (3,844) (7,189) (13,975) (23,492) Share of results of subsidiaries 10 33,265 (666) - - PROFIT BEFORE FINANCE RESULTS AND TAXES 80,357 4,753 97,281 21,840 Finance costs 18 (36,034) (41,770) (36,817) (41,958) Finance income 18 22,848 31,550 23,845 32,219 Monetary and foreign exchange variations, net 18 2,061 (1,279) (443) (1,231) PROFIT BEFORE TAXATION 69,232 (6,746) 83,866 10,870 Income tax and social contribution 20 7,128 15,747 (7,506) (1,869) NET INCOME FOR THE PERIOD 76,360 9,001 76,360 9,001 EARNINGS PER SHARE Basic earnings per share 21 0.52962 0.06243 0.52962 0.06243 Diluted earnings per share 21 0.52708 0.06218 0.52708 0.06218 See accompanying notes TUPY S.A. Quarterly Information 24
TUPY S.A. AND SUBSIDIARIES STATEMENTS OF INCOME NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) Note 9/30/17 9/30/16 9/30/17 9/30/16 NET REVENUE 16 1,611,199 1,534,354 2,738,851 2,473,571 Cost of products sold 17 (1,372,407) (1,340,395) (2,287,307) (2,108,930) GROSS PROFIT 238,792 193,959 451,544 364,641 Selling expenses 17 (72,985) (60,218) (113,657) (101,333) Administrative expenses 17 (83,521) (65,040) (101,996) (89,767) Management fees 8 (9,013) (7,780) (9,013) (7,780) Other operating expenses, net 19 (54,828) (30,726) (84,313) (85,521) Share of results of subsidiaries 10 114,489 (3,833) - - PROFIT BEFORE FINANCE RESULTS AND TAXES 132,934 26,362 142,565 80,240 Finance costs 18 (111,957) (134,502) (114,573) (134,962) Finance income 18 85,479 101,793 88,504 103,813 Monetary and foreign exchange variations, net 18 (1,857) (13,604) (13,895) (14,528) PROFIT BEFORE TAXATION 104,599 (19,951) 102,601 34,563 Income tax and social contribution 20 34,868 17,480 36,866 (37,034) NET INCOME FOR THE PERIOD 139,467 (2,471) 139,467 (2,471) EARNINGS PER SHARE Basic earnings per share 21 0.96733 (0.01714) 0.96733 (0.01714) Diluted earnings per share 21 0.96268 (0.01707) 0.96268 (0.01707) See accompanying notes TUPY S.A. Quarterly Information 25
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME QUARTERS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) 7/1/17 7/1/16 7/1/17 7/1/16 9/30/17 9/30/16 9/30/17 9/30/16 Note (restatement) (restatement) NET INCOME FOR THE PERIOD 76,360 9,001 76,360 9,001 Components of other comprehensive income to be reclassified to the results Foreign exchange variation of investees located abroad 10 (52,127) 18,290 (52,127) 18,290 Hedge of net investment abroad 24 47,390 (14,613) 47,390 (14,613) Tax effect on hedge of net investment abroad 14 (16,112) 4,969 (16,112) 4,969 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 55,511 17,647 55,511 17,647 TUPY S.A. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) Note 9/30/17 9/30/16 9/30/17 9/30/16 NET INCOME (LOSS) FOR THE YEAR 139,467 (2,471) 139,467 (2,471) Components of other comprehensive income to be reclassified to the results Foreign exchange variation of investees located abroad 10 (30,689) (296,606) (30,689) (296,606) Hedge of net investment abroad 24 35,947 268,457 35,947 268,457 Tax effect on hedge of net investment abroad (12,224) (91,275) (12,224) (91,275) TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR 132,501 (121,895) 132,501 (121,895) See accompanying notes TUPY S.A. Quarterly Information 26
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES STATEMENT OF CHANGES IN EQUITY (All amounts in thousands of reais) Carrying value adjustments Revenue reserves Share Shared Exchange Deemed Retained Share issue based variation of cost of legal Reserve for earnings Note capital cost payments investees fixed assets reserve investments (losses) Total AT JANUARY 1, 2016 1,060,301 (6,541) 3,745 545,466 73,295 60,553 672,846-2,409,665 Comprehensive income for the period Profit for the period - - - - - - - (2,471) (2,471) Realization of carrying value adjustments - - - - (9,534) - - 9,534 - Foreign exchange variation of investees located abroad - - - (296,606) - - - - (296,606) Hedge of net investment abroad 24 - - - 268,457 - - - - 268,457 Tax impact on hedge of net investment abroad - - - (91,275) - - - - (91,275) Total comprehensive income for the year - - - (119,424) (9,534) - - 7,063 (121,895) Contributions from stockholders and distributions to stockholders Management stock option plan 15 - - 2,178 - - - - - 2,178 Allocation of profit: Investment reserve - - - - - - (43,358) - (43,358) Total contributions from stockholders and distributions to stockholders - - 2,178 - - - (43,358) - (41,180) AT SEPTEMBER 30, 2016 1,060,301 (6,541) 5,923 426,042 63,761 60,553 629,488 7,063 2,246,590 AT DECEMBER 31, 2016 1,060,301 (6,541) 7,580 420,911 61,215 60,553 403,113-2,007,132 Comprehensive income for the period Profit for the period - - - - - - - 139,467 139,467 Realization of carrying value adjustments - - - - (7,428) - - 7,428 - Foreign exchange variation of investees located abroad - - - (30,689) - - - - (30,689) Hedge of net investment abroad 24 - - - 35,947 - - - - 35,947 Tax impact on hedge of net investment abroad - - - (12,224) - - - - (12,224) Total comprehensive income for the year - - - (6,966) (7,428) - - 146,895 132,501 Contributions from stockholders and distributions to stockholders Management stock option plan 8 - - 2,997 - - - - - 2,997 Allocation of profit (loss): Interest on capital 20 - - - - - - (100,000) - (100,000) Total contributions from stockholders and distributions to stockholders - - 2,997 - - - (100,000) - (97,003) AT SEPTEMBER 30, 2017 1,060,301 (6,541) 10,577 413,945 53,787 60,553 303,113 146,895 2,042,630 See accompanying notes TUPY S.A. Quarterly Information 27
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES STATEMENTS OF CASH FLOW NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) Cash flow from operating activities: Note 9/30/17 9/30/16 9/30/17 9/30/16 Profit for the year before income tax and social contribution 104,599 (19,951) 102,601 34,563 Adjustment to reconcile profit (losses) with cash provided by operating activities: Depreciation, amortization and impairment 11 114,032 114,949 193,195 221,491 Share of results of subsidiaries 10 (114,489) 3,833 - - Disposals of property, plant and equipment 7,209 17,857 1,864 17,891 Interest accrued and foreign exchange variations 101,614 139,065 112,425 138,489 Provision for impairment of trade receivables 100 (210) (377) 49 Provision for losses on inventory 8,589 (1,120) 9,022 (1,250) Provision for contingencies 13 19,858 17,439 19,887 19,599 Stock option plan 2,997 2,178 2,997 2,178 Change in monetary exchange - IPI premium credit 1,973 17,301 1,973 8,887 Change in monetary exchange - Eletrobrás credit 204 (853) 204 (853) 246,686 290,488 443,791 441,044 Changes in operating assets and liabilities: Trade accounts receivables 15,988 44,356 (121,183) 32,618 Inventories 33,085 14,222 43,190 1,468 Tooling (2,912) 3,969 38,056 (3,160) Other taxes recoverable (36,082) (46,210) (55,109) (39,234) Notes and other receivables 117 11,196 (15,613) (6,812) Judicial deposits and other (1,658) (1,345) (1,676) (1,352) Trade payables 10,616 9,742 85,567 31,818 Other taxes payable (427) 741 2,474 (13,997) Salaries, social security charges and profit sharing 24,884 1,594 32,838 2,502 Advances from customers 16,574 9,516 (34,219) (24,679) Notes and other payables 15,140 (11,202) (27,277) (4,960) Retirement benefit obligations - - 4,864 (11,362) Other long term liabilities (36,824) (15,196) (36,826) (15,154) Cash provided by operations 285,187 311,871 358,877 388,740 Interest paid (120,125) (136,376) (118,159) (132,748) Income tax and social contribution paid - - (89,023) (93,988) Net cash generated from operating activities 165,062 175,495 151,695 162,004 Cash flow from investment activities: Cash from capital reduction in subsidiaries 171,980 - - - Additions to fixed assets or intangibles (37,306) (59,425) (89,108) (98,437) Cash generated on PPE disposals - 2,957 265 3,222 Financial investment (1,059) - (1,059) - Subsidiaries and associates (440) (459) - - Cash used in investment activities 133,175 (56,927) (89,902) (95,215) Cash flow from financing activities: Payment of loans (177,819) (331,655) (177,819) (331,655) Loans and financing raised - 44,828-44,828 Interest on capital and dividends paid (106,765) (43,475) (106,765) (43,475) Income tax of interest on capital and dividends paid (9,217) - (9,217) - Financial investment - 12,004-12,004 Cash used in financing activities (293,801) (318,298) (293,801) (318,298) Effect of exchange rate differences on cash for the period 352 (22,549) (27,132) (83,230) Increase (decrease) in cash and cash equivalents 4,788 (222,279) (259,140) (334,739) Cash and cash equivalents at the beginning of the period 809,037 1,139,653 1,203,940 1,524,622 Cash and cash equivalents at the end of the period 813,825 917,374 944,800 1,189,883 See accompanying notes TUPY S.A. Quarterly Information 28
(A free translation of the original in Portuguese) TUPY S.A. AND SUBSIDIARIES STATEMENT OF VALUE ADDED NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (All amounts in thousands of reais, except earnings per share) Note 9/30/17 9/30/16 9/30/17 9/30/16 Origination of value added 1.738.702 1.665.079 2.866.831 2.604.037 Sale of products, net of returns and rebates 16 1.738.802 1.664.869 2.866.454 2.604.086 Provision for impairment of trade receivables (100) 210 377 (49) (-) Inputs acquired from third parties 1.139.588 1.085.688 1.884.287 1.699.674 Raw materials and processing material consumed 777.710 773.422 1.283.748 1.182.732 Materials, energy, third party services and other 361.878 312.266 600.539 516.942 GROSS VALUE ADDED 599.114 579.391 982.544 904.363 Retentions: 114.032 114.949 193.195 221.491 Depreciation, amortization and impairment 11 114.032 114.949 193.195 221.491 Net value added generated by the Company 485.082 464.442 789.349 682.872 Value added received through transfer 199.968 97.960 88.504 103.813 Share of results of subsidiaries 10 114.489 (3.833) - - Finance income 18 85.479 101.793 88.504 103.813 VALUE ADDED TO DISTRIBUTE 685.050 562.402 877.853 786.685 Distribution of value added Personnel 426.532 407.427 605.996 575.617 Employees 300.633 275.110 472.754 434.892 Social charges - Government Severance Indemnity Fund for Employees (FGTS) 23.635 29.645 23.635 29.645 Profit sharing 22.319 17.034 28.566 23.772 Management fees 9.013 7.780 9.013 7.780 Workplace healthcare and safety 52.087 60.854 52.087 60.854 Food 7.842 7.361 7.842 7.361 Professional education, qualification and development 483 971 662 1.384 Other amounts 10.520 8.672 11.437 9.929 Government 5.237 9.340 3.922 64.049 Federal taxes and contributions (15.056) 18.883 (16.371) 73.592 State taxes and rates 14.322 (13.402) 14.322 (13.402) Municipal taxes, rates and other 5.971 3.859 5.971 3.859 Third party capital 113.814 148.106 128.468 149.490 Finance costs 18 111.957 134.502 114.573 134.962 Monetary and foreign exchange variations, net 18 1.857 13.604 13.895 14.528 Own capital 139.467 (2.471) 139.467 (2.471) Retained earnings (losses) 139.467 (2.471) 139.467 (2.471) TOTAL VALUE ADDED 685.050 562.402 877.853 786.685 See accompanying notes TUPY S.A. Quarterly Information 29
(A free translation of the original in Portuguese) NOTES TO THE FINANCIAL STATEMENTS 1. GENERAL INFORMATION... 31 2. PRESENTATION AND PREPARATION OF THE QUARTERLY INFORMATION... 31 3. CASH AND CASH EQUIVALENTS... 33 4. TRADE ACCOUNT RECEIVABLES... 33 5. INVENTORIES... 34 6. INCOME TAX AND SOCIAL CONTRIBUTION RECOVERABLE... 34 7. OTHER TAXES RECOVERABLE... 35 8. RELATED PARTY TRANSACTIONS... 35 9. CREDITS ELETROBRÁS... 38 10. INVESTMENTS... 39 11. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS... 40 12. LOANS AND FINANCING... 41 13. PROVISIONS FOR TAX, CIVIL, SOCIAL SECURITY AND LABOR CONTINGENCIES... 42 14. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION, NET... 44 15. SHARE CAPITAL... 45 16. REVENUE... 45 17. COSTS AND EXPENSES BY NATURE... 46 18. FINANCE RESULTS... 47 19. OTHER OPERATING INCOME (EXPENSES)... 48 20. INCOME TAX AND SOCIAL CONTRIBUTION IN THE RESULTS... 48 21. EARNINGS PER SHARE... 49 22. SEGMENT REPORTING... 50 23. FINANCIAL INSTRUMENTS... 53 24. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE OF NET INVESTMENT ABROAD... 54 25. FINANCIAL RISK MANAGEMENT... 55 TUPY S.A. Quarterly Information 30
1. GENERAL INFORMATION (A free translation of the original in Portuguese) Tupy S.A. (the "") and its subsidiaries (together the "Company" or "") have significant position in the domestic and foreign iron casting markets, the largest foundry in the West, manufacturing cast-iron engine blocks and cylinder heads, with a diversified customer base in the Americas, Europe and Asia. The Company also operate in the automotive (blocks, cylinder heads and parts) and hydraulics (pipe fittings, steel shots and iron bar) segments. The Company has plants in Brazil, at Joinville and Maua, and Mexico, at Saltillo and Ramos Arizpe. In addition to its plants, the Parent Company has investments in companies abroad that operate in logistics, trading and technical assistance. Tupy S.A. is a publicly-held corporation headquartered in Joinville, State of Santa Catarina, listed on the São Paulo Stock Exchange (BOVESPA: ticker TUPY3) and in the Novo Mercado segment of BM3 (former BM&FBOVESPA. This quarterly information was approved for issuance by the Company's Board of Directors on November 13, 2017. 2. PRESENTATION AND PREPARATION OF THE QUARTERLY INFORMATION The Company presents the quarterly information prepared in accordance with Technical Pronouncement CPC 21 - "Interim Financial Reporting" and the quarterly information in accordance with Technical Pronouncement CPC 21 and International Accounting Standard IAS 34 - "Interim Financial Reporting" issued by the International Accounting Standards Board (IASB), and presented in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Quarterly Information (ITR), and are identified as "" and "", respectively. Circular Letter CVM/SNC/SEP 003, of April 28, 2011, permits entities to present selected explanatory notes in cases of redundancy or duplication relative to the information already presented in the Company's annual financial statements. The quarterly information does not include all of the disclosures required in a complete set of financial statements, all relevant information was considered by the Company and presented and should be read together with the annual financial statements for the year ended December 31, 2016. Accordingly, the Company discloses below a list of the explanatory notes that are not repeated (partially or completely) in the quarterly information at September 30, 2017: Not repeated completely Financial investments Investment properties Salaries, social security charges and profit sharing Defined benefit obligations Insurance Commitments Not repeated partially Trade receivables Income tax and social contribution recoverable Other taxes recoverable Property, plant and equipment Intangible assets Borrowings Provision for tax, civil, social security and labor contingencies Share capital TUPY S.A. Quarterly Information 31
2.1 Basis of preparation The quarterly information has been prepared based on the historical cost, except for certain financial instruments, which are measured at their fair values, as described in the accounting policies. The historical cost is generally based on the fair value of the consideration paid in exchange for assets. The functional and presentation currency are with the same as those for the annual financial statements for the year ended December 31, 2016. 2.2 Consolidation Subsidiaries are all entities over which the Company has control. Subsidiaries are fully consolidated from the date on which control is transferred. They are deconsolidated from the date that control ceases. Main subsidiaries' activities: (a) Industrial plants for the automotive products segment. (b) Rendering of industrial services for subsidiaries in Mexico. (c) Companies abroad, which operate as an extension of the activities in Brazil in logistics, trading and technical assistance for the automotive products segment. (d) Company abroad, which was established for the purpose of issuing bonds in the international market. Transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. 2.3 Use of critical accounting estimates and judgments The preparation of Parent Company and quarterly information requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported for assets, liabilities, revenue and expenses. In the preparation of this quarterly information, the decisions made by the Company regarding the application of accounting policies and the main sources of uncertainty in estimates were the same as those for the annual financial statements for the year ended December 31, 2016. In the annual financial statements, these critical accounting estimates and judgments are disclosed in Note 2.4. 2.4 Significant accounting policies The accounting policies used in the preparation of this quarterly information for the period ended September 30, 2017 are consistent with those used to prepare the annual financial statements for the year ended December 31, 2016. In the annual financial statements, these policies are disclosed in Note 2. 2.5 New standards and interpretations no yet adopted The Company adopted all pronouncements (new or revised) and interpretations issued by the CPC that were in effect on September 30, 2017. The Company does not adopt in advance any pronouncement, interpretation or amendment that has been issued, but which is not yet mandatory. TUPY S.A. Quarterly Information 32
2.6 Statements of comprehensive income At the time of the 3rd quarter of 2016 disclosure, the values of the components of the Company and comprehensive income to be subsequently classified into the income statement, presented in the Statement of Comprehensive Income for the quarter ended September 30, 2016 were transcribed with which refer to the quarter ended June 30, 2016. Thus, in order to present consistent comparable information, the amounts reported in the comparative period correctly reflect the 3rd quarter of 2016, as shown in the table below: STATEMENTS OF COMPREHENSIVE INCOME Note and 7/1/16 7/1/16 7/1/16 9/30/16 9/30/16 9/30/16 (as presented) (restatement) NET INCOME FOR THE PERIOD 9,001 9,001 - Components of other comprehensive income to be reclassified to the results Foreign exchange variation of investees located abroad (161,955) 18,290 180,245 Hedge of net investment abroad 141,678 (14,613) (156,291) Tax effect on hedge of net investment abroad (48,171) 4,969 53,140 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (59,447) 17,647 77,094 3. CASH AND CASH EQUIVALENTS Sep/17 Dec/16 Sep/17 Dec/16 Cash and banks 331 1,265 408 1,320 Financial investments in Brazil 715,413 757,833 715,613 758,033 Financial investments abroad 98,081 49,939 228,779 444,587 813,825 809,037 944,800 1,203,940 Those investments in Brazil are remunerated based on the variation of the Interbank Deposit Certificate (CDI) rate, with an average rate equivalent to 11.12% per year (14.37% at December 31, 2016). The investments abroad are denominated mostly in US Dollars (US$) at the average rate of 1.20% per year (0.82% per year in December 2016). The financial investments disclosed as cash and cash equivalents are highly-liquid securities with an immaterial risk of changes in value. 4. TRADE ACCOUNT RECEIVABLES The composition of trade account receivables from clients by market is as follows: Sep/17 Dec/16 Sep/17 Dec/16 Domestic market 109,143 55,798 109,143 55,798 Foreign market 132,940 204,623 441,490 364,656 Provision for impairment of trade receivables (91) (95) (1,006) (1,491) 241,992 260,326 549,627 418,963 Trade account receivable are denominated in Brazilian Reais. The salesin the foreign market are primarily in US Dollars. The variation in trade account receivable is mainly due to the increasing of sales and commercial renegotiations with lengthening of term. TUPY S.A. Quarterly Information 33