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Iochpe-Maxion - Annual Report 2006
Citation preview
Annu
al Re
port
Contents
Fast Read : Summary 03
Iochpe-Maxion : Corporate Profile 10
Highlights 13
Key Indicators 16
Opening Message 18
Strategy 19
Markets 21
Subsidiary and Joint Venture 25
Production Process 28
Competitive Edge 35
Cash Flow and Value Added Statement 37
Financial Performance 39
Liquidity and Debt 46
Risk Management 47
Our Stock as an Investment 49
Corporate Governance 52
Outlook 60
Corporate Information 61
p.�Annual Report 2006
01.Fast Read:Summary
Iochpe-Maxion: ProfileIochpe-Maxion S.A. is the largest
Brazilian manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings, with a high market share in these segments. A publicly-held company since 1984, its control is shared between Companhia Iochpe and BNDESPar. With administrative headquarters in São Paulo, the Company operates through two controlled companies that have six manufacturing plants and, together, directly employ more than 6,000 people. Iochpe-Maxion’s products are sold in over 40 countries across the world.
ShareholdersVoting
Shares %
Non-voting
Shares %
Total
Shares %
Companhia Iochpe (*) 74.6 0.4 26.1
BNDES Participações S.A. – BNDESPar (**) 21.8 27.6 25.6
Other 3.6 72.0 48.3
Total 100.0 100.0 100.0
(*) Including the direct and indirect interest of shareholders of Companhia Iochpe in Iochpe-Maxion.
(**) Including the interest of Fundo de Participação Social – FPS, a government social contribution fund.
Companhia Iochpe and BNDESPar have their Iochpe-Maxion common shares linked to a shareholders’ agreement.
Shareholder Structure – Controlling Shareholders – 12.31.2006
This summary was prepared to provide a broad, fast and concise overview of Iochpe-Maxion’s 2006 Annual Report. Further details on the performance for the period are available in the complete version.
Net Operating Revenue by Company – 2006
(%)
59Wheel and Frames Division
34Amsted Maxion
7Automotive
Components Division
66Maxion SistemasAutomotivos
p.�Annual Report 2006
Fast Read: Summary
Maxion Sistemas Automotivos Ltda.This subsidiary has two divisions:
Wheel and Frames Division This division manufactures steel
wheels for trucks, buses and agricultural machinery, in addition to complete frames, side rails and cross-members for trucks, buses and light commercial vehicles, as well as structural stamped parts for passenger cars. Its industrial facilities are located in the cities of Cruzeiro, in the state of São Paulo, and Resende, in the state of Rio de Janeiro.
Automotive Component DivisionThis division operates in the
segment of auto parts for passenger cars, specializing in sets of structural welded stamped parts, handbrake levers, pedal sets, latches and locks, besides cylinders and keys. Its manufacturing plant is located in the city of Contagem, in the state of Minas Gerais.
Amsted Maxion Fundição e Equipamentos Ferroviários S.A.
This joint venture with Amsted Industries manufactures railway freight cars, industrial and railway castings, in addition to railway wheels. Its manufacturing plants are located in the cities of Cruzeiro, Osasco and Hortolândia, all located in the state of São Paulo.
Iochpe-Maxion: Profile (cont’d)
p.�Annual Report 2006
Fast Read: Summary
Economic and Financial Performance
In 2006, consolidated net operating revenue totaled R$1,248 million, a 17% decrease compared to the previous year. Ebitda amounted to R$163 million – a 21% reduction – while net income totaled R$58 million (earnings per share of R$1.085), a 20% decrease in comparison to R$72 million (earnings per share of R$1.355), obtained in 2005. Our main indicators are as follows:
47
2433
119
96
2005 200620032002 2004
Exports – US$ million
156
6989
163
205
2005 200620032002 2004
Ebitda – R$ million
14.116.8
13.1 13.013.7
2005 200620032002 2004
Ebitda margin – % net revenue
51
(24) (5)
5872
2005 200620032002 2004
Net Result – R$ million
4.6
-5.9 -0.8
4.64.8
2005 200620032002 2004
Net Margin – % net revenue
0.6
1.51.3
0.80.6
2005 200620032002 2004
Net Debt/Ebitda Ratio – Ratio
1,099
411
676
1,248
1,494
2005 200620032002 2004
Net Operating Revenue – R$ million
p.6Annual Report 2006
Fast Read: Summary
StrategyThe Company’s strategic
planning is based on combining growth with financial discipline, the constant enhancement of its business portfolio and the maintenance of its operating margins. The main guidelines of this strategy are:
* Production capacity growth in line with domestic demand expansion;
* Increase exports, primarily of commercial vehicle wheels and industrial and railway castings;
* New products and markets, such as manufacturing commercial vehicle
wheels in China and moving into the segment of sets of structural welded stamped parts for passenger cars;
* New businesses presenting synergies with current activities.
Our Markets in 2006
Domestic Market Our main customers in the
automotive segment are the Brazilian automakers. The table below breaks down automakers’ production and export of vehicles for the periods shown, expressed in thousand of units.
SegmentProduction Export
2006 2005 Change (%) 2006 2005 Change (%)
Passenger cars 2,090.1 2,009.5 4.0 637.2 684.3 (6.9)
Light commercial vehicles 376.8 365.6 3.0 152.7 155.6 (1.8)
Trucks 105.6 117.9 (10.4) 38.6 38.3 0.9
Buses 33.9 35.2 (3.9) 16.2 18.9 (14.6)
Total vehicles 2,606.3 2,528.3 3.1 844.7 897.1 (5.8)
Agricultural machinery 46.1 52.9 (12.9) 22.4 30.7 (26.9)
Source: Anfavea.
In the railway segment, the domestic market for freight cars experienced a substantial retraction.
The following table breaks down the domestic demand in the railway segment for the periods shown:
Sales 2006 2005 Change (%)
Freight cars (units) 3,605 7,270 (50.4)
Railway wheels (units)* 55,594 48,231 15.3
Railway castings (tonnes)* 3,270 5,100 (35.9)
Source: Amsted Maxion estimates.
* Only replacement market. Does not include railway wheels and castings used in the assembly of new freight cars.
p.�Annual Report 2006
Fast Read: Summary
Our Markets in 2006 (cont’d)
ExportsIochpe-Maxion’s exports
increased over 2006, amounting to US$119 million, a 24% growth in Dollars (11% in Reais) compared to 2005, accounting for 21% of consolidated net operating revenue in 2006 (15% in 2005).
Competitive EdgeIochpe-Maxion has competitive
advantages that help it achieve results. Among them we highlight the following:
* Financial discipline in capital expenditures;
* Brand recognition;* Long-term relationships;* Market leadership;* Focus on market segments with
growth potential;* Partnerships and technology;* Cost competitiveness;* Quality/Certifications; and* Qualified and experienced
management.
Risk ManagementIochpe-Maxion periodically
monitors the most relevant risk factors. The main risks evaluated are the following ones:
Financial risks: debt to Ebitda ratio, Average bank debt maturity, foreign exchange exposure, payroll and net sales ratio, and economic scenario.
Commercial risks: competition and price pressure, and customer concentration.
Share Performance
41626 47
3,456
443
2005 200620032002 2004
Daily Traded Volume – R$ thousand/day
233 5
134
18
2005 200620032002 2004
Daily Number of Trades – Trades/day
MPYK3 IBR-X
MPYK4 IBR-X
1,192
100332
1,2401,038
2005 200620032002 2004
Preferred Shares Price (MYPK4 x IBR-X)
2002 = 100
178 231317 431
1,298
100 323
1,9242,014
2005 200620032002 2004
Common Shares Price (MYPK3 x IBR-X)
2002 = 100
178 231 317 431
p.�Annual Report 2006
Fast Read: Summary
Governance and TransparencyIochpe-Maxion’s corporate
governance standards are aimed at addressing and strengthening its commitment to transparency, equal treatment of shareholders, accountability to all shareholders and corporate responsibility. The Company:• joined the São Paulo Stock Exchange’s
(Bovespa) Level 1 of Corporate Governance in November 2005;
• is included in Bovespa’s Corporate Sustainability Index (ISE);
• introduced its Code of Ethics, a document that sets forth its principles of conduct in its relations with customers, employees, suppliers, creditors and shareholders, among other stakeholders;
• installed the Audit and the Variable Compensation Committees to advise the Board of Directors;
• implemented procedures allowing employees to make anonymous and confidential comments related to accounting and control issues (Whistleblowing Policy);
• has a Board of Directors with eight members, two of which are independent;
• updated its investor relations site (www.iochpe-maxion.com.br), including several innovations, such as information on corporate governance, strategy, social responsibility and markets, more detailed financial sections and analysts’ coverage, in addition to the annual and social reports, presentations, conference calls and news.
p.�Annual Report 2006
Fast Read: Summary
SustainabilityIochpe-Maxion believes the
principles of corporate citizenship constitute a key element for its long-term sustainability. This understanding breaks down into a series of events, beginning with initiatives capable of fomenting the development of the cities where our industrial plants are located. Iochpe Maxion also shows its commitment to sustainability by setting forth a constructive dialog with employees and the community, and by adopting production procedures that align operating efficiency with respect for the environment. The Company supports the dissemination of social solutions through its contribution to Fundação Iochpe, which develops initiatives that use education to improve the quality of life and reduce inequality.
OutlookFrom the macroeconomic point of
view, inflation control, moderate growth and interest rate reduction should be the key factors in 2007.
Regarding the commercial vehicle segment, the best performance of the agricultural industry as a whole – as a result of better weather conditions and the recovery of agricultural commodities prices in the international market – should contribute to the expansion of the domestic demand for trucks and agricultural machinery. On the other hand, exports from automakers may suffer a retraction in 2007, due to the constant appreciation of the Real, which, in turn, may result that the Brazilian vehicle production may not keep up with the potential domestic demand growth. As far as the international market, the global demand will keep expanding, especially from Asian and East European countries, which will allow our direct exports to continue growing.
In 2007, a decrease is expected in the domestic demand for railway equipment by major Brazilian operators, due to specific adjustments in each of them, while a potential recovery is expected as from 2008. In contrast to that, international demand for industrial and railway castings, including railway wheels, remains strong, which allows for the minimization of the effects arising from the domestic market decline.
p.10Annual Report 2006
02.Iochpe-Maxion: Corporate Profile
Leading domestic manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings.
In 2006, consolidated net operating revenue amounted to R$1,248 million, Ebitda totaled R$163 million, and net income reached R$58 million.
Iochpe-Maxion origins can be traced back to 1918, when the Iochpe Group began its activities in the state of Rio Grande do Sul, initially in the timber industry. Over the years, the Company’s strategy was based on business diversification. However, as from the 1990s, it decided to specialize in the auto parts and railway equipment industries.
The Company is currently the largest Brazilian manufacturer of commercial vehicle wheels and frames, and railway freight cars and railway castings. With administrative headquarters located in São Paulo, it operates through two controlled companies, generating more than 6,000 direct jobs in six manufacturing plants located in the states of São Paulo, Minas Gerais and Rio de Janeiro.
In 2006, consolidated net operating revenue amounted to R$1,248 million, a 17% decrease compared to the previous year. Ebitda totaled R$163 million – a 21% reduction – while net income amounted to R$58 million (earnings per share of R$1.085), a 20% retraction compared to a net income totaling R$72 million (earnings per share of R$1.355), which was obtained in 2005.
Iochpe-Maxion’s growth strategy is based on constantly enhancing its business portfolio, expanding its production capacity, increasing its exports, moving into new markets and product segments that have synergies with its current activities.
Maxion Sistemas Automotivos Ltda.This subsidiary operates through
two divisions:
• Wheel and Frames Division This division manufactures steel
wheels for trucks, buses and agricultural machinery, in addition to complete frames, side rails and cross-members for trucks, buses and light commercial vehicles, as well as stamped parts for passenger cars. At the end of 2006, it maintained the leadership in the domestic market for wheels and frames, with market shares of approximately 57% and 66%, respectively. With almost 84 thousand square meters, its manufacturing facilities are located in the cities of Cruzeiro, in the state of São Paulo, and Resende, in the state of Rio de Janeiro. The division generates approximately 3.5 thousand direct jobs and, in 2006, accounted for 59% of the Company’s consolidated net operating revenue.
Net Operating Revenue by Company – 2006
(%)
59Wheel and Frames Division
34Amsted Maxion
7Automotive
Components Division
66Maxion SistemasAutomotivos
p.11Annual Report 2006
• Automotive Component Division This division operates in the
segment of auto parts for passenger cars, specializing in sets of structural welded stamped parts, handbrake levers, pedal sets, latches and locks, besides cylinders and keys. Located in the city of Contagem, in the state of Minas Gerais, it has approximately 650 employees. In 2006, it accounted for 7% of the Company’s consolidated net operating revenue.
Amsted Maxion Fundição e Equipamentos Ferroviários S.A.
Amsted Maxion is a joint venture between Iochpe-Maxion and Amsted Industries, an American corporation and one of the world’s leaders in the development and use of technology in the railway castings industry. It manufactures railway freight cars, railway wheels, and industrial and railway castings. In 2006, it led its segment, with a market share of approximately 81%, in the
domestic railway car market, and of 80%, in the railway castings market. Its manufacturing plants, located in the cities of Cruzeiro, Osasco and Hortolândia, in the state of São Paulo, have approximately 3.5 thousand employees. In 2006, Amsted-Maxion accounted for 34% of the Company’s consolidated net operating revenue.
Global ReachThe products manufactured by
Iochpe-Maxion’s controlled companies are sold to over 40 countries across the globe. The United States, Latin America, Africa, Middle East, Europe, Canada and Mexico are the Company’s key markets. In 2006, exports totaled US$119 million, equivalent to approximately 21% of consolidated net operating revenue. This performance represented a 24% growth in Dollars (11% in Reais) compared to 2005, when sales abroad amounted to US$96 million.
Iochpe-Maxion: Corporate Profile
p.12Annual Report 2006
Iochpe-Maxion has been a publicly-traded company since 1984. Its control is shared between Companhia Iochpe and BNDESPar, both of which are represented in its Board of Directors. Between January and December 2006, the Company’s voting shares increased
19.4%, while its non-voting shares decreased 4.5%. At year-end 2006, market capitalization amounted to R$874 million.
Corporate Structure 12.31.06
Iochpe-Maxion S.A.
Maxion Camponentes
Estruturais Ltda.
Amsted Maxion Fun. e Equip.
Ferroviários S.A.Iochpe Holding LC
Newbridge Strategic Partners
Maxion Sistemas Automotivos Ltda.
Maxion Structural Componentes USA,
Inc.
Remon Resende Montadora Ltda.
Wheels and Frame Division
AutomotiveComponents
Division
15.8%
100.0% 50.0% 100.0% 100.0%
84.2% 100.0%
33.3%
Operating Activities
Iochpe-Maxion: Corporate Profile
ShareholdersVoting
Shares %
Non-voting
Shares %
Total
Shares %
Companhia Iochpe (*) 74.6 0.4 26.1
BNDES Participações S.A. – BNDESPar (**) 21.8 27.6 25.6
Other 3.6 72.0 48.3
Total 100.0 100.0 100.0
(*) Including the direct and indirect interest of shareholders of Companhia Iochpe in Iochpe-Maxion.
(**) Including the interest of Fundo de Participação Social – FPS, a government social contribution fund.
Companhia Iochpe and BNDESPar have their Iochpe-Maxion common shares linked to a shareholders’ agreement.
Shareholder Structure – Controlling Shareholders – 12.31.2006
Stock Market
Some figures were rounded in order to simplify the chart.
p.1�Annual Report 2006
0�.Highlights
228
87
137
219
289
2005 200620032002 2004
Gross Profit – (R$ million)
47
2433
119
96
2005 200620032002 2004
Exports – (US$ million)
1,099
411
676
1,2481,494
2005 200620032002 2004
Net Operating Revenue – (R$ million)
20.721.1
20.2
17.6
19.3
2005 200620032002 2004
Gross Margin – % net revenue
127
3658
136
178
2005 200620032002 2004
Operating Income before Financial
Expenses – Ebit (R$ million)
11.5
8.9
8.5
10.9
11.9
2005 200620032002 2004
Ebit Margin – % net revenue
p.1�Annual Report 2006
Highlights
156
6989
163
205
2005 200620032002 2004
Ebitda – (R$ milli0n)
14.1
16.8
13.1 13.013.7
2005 200620032002 2004
Ebitda Margin – % net revenue
102106115
132125
2005 200620032002 2004
Net Banking Debt – (R$ million)
0.6
1.51.3
0.80.6
2005 200620032002 2004
Net Debt/Ebitda Ratio – Ratio
51
(24) (5)
5872
2005 200620032002 2004
Net Result – R$ million
p.1�Annual Report 2006
Highlights
Exports by destination – 2006 – %
Exports by product – 2006 – %
626
241
397
731809
2005 200620032002 2004
Net Operating Revenue – Wheels and
Chassis (R$ million)
150
110 1149092
2005 200620032002 2004
Net Operating Revenue – Automotive
Components (R$ million)
646
120
328
854
1,185
2005 200620032002 2004
Net Operating Revenue – Railway
Equipment (R$ million)
54USA
20South America
7Canada/Mexico
9Europe
10Africa/Middle East/Asia
37Wheels
4Railway Freight Cars
49Industrial
and Railway Castings
10Frames
p.16Annual Report 2006
0�.Key Indicators
Key Indicators 2002 2003 2004 2005 2006
Revenue (R$ million)
Net Operating Revenue 411 676 1,099 1,494 1,248
Domestic Market 337 575 955 1,263 990
Foreign Market 75 101 144 231 258
Net Operating Revenue from
Railway Equipment 120 328 646 1,185 854
Wheels 114 192 301 346 323
Frames 127 205 325 463 407
Automotive Components 110 114 150 92 90
Result (R$ million)
Gross Profit 87 137 228 289 219
Operating Income before Financial Expenses – Ebit 36 58 127 178 136
Result of Operation (18) 19 94 141 115
Ebitda 69 89 156 205 163
Net Result (24) (5) 51 72 58
Margins (%)
Gross Margin 21.1% 20.2% 20.7% 19.3% 17.6%
Ebit margin 8.9% 8.5% 11.5% 11.9% 10.9%
Operation Margin (4.4%) 2.9% 8.6% 9.4% 9.2%
Ebitda margin 16.8% 13.2% 14.2% 13.7% 13.0%
Net Margin (5.9%) (0.8%) 4.6% 4.8% 4.6%
Indebtedness and Liquidity (R$ million)
Gross Banking Debt 134 131 176 177 221
Net Banking Debt 106 115 102 125 132
Cash and Investments 28 16 74 52 88
Total Assets 399 431 631 675 694
Shareholders’ Equity 157 152 186 230 265
Net Debt/Ebitda (x) 1.5 1.3 0.6 0.6 0.8
Capital Expenditures 37 41 54 84 68
p.1�Annual Report 2006
Key Indicators
Key Indicators 2002 2003 2004 2005 2006
Shares
Earnings per share (R$/share) – adjusted for 2005 reverse split of shares (0.45) (0.10) 0.95 1.36 1.09
Market Capitalization (R$ million) 61 201 744 901 874
Traded Shares Volume (R$ thousand/day) 26 47 416 443 3,456
Dividends (R$ million) - - 16 28 23
Dividends per Non-voting Share (R$ per non-voting share – adjusted for reserve split of shares) - - 0.28 0.55 0.44
Additional Data
Consolidated number of Employees 3,349 4,267 6,069 6,310 5,870
Revenue per Employee (R$ thousand/employee) 123 158 181 237 213
Exports (US$ million) 24 33 47 96 119
Taxes, Fees and Contributions (R$ million) 59 71 150 101 121
Salaries, Benefits and Social Charges (R$ million) 66 105 165 193 213
Volume of Products Sold
Railroad Wheels (thousands of units) 935 1,173 1,468 1,486 1,532
Railway Wheels (thousands of units) 30 27 25 19 48
Railway Freight Cars (units) 294 2,028 4,225 6,455 3,007
Castings (thousand tonnes) 10 13 24 49 67
p.1�Annual Report 2006
0�. Opening Message
In 2006, net income amounted to R$58 million, as a result of the demand reduction in the Company’s key markets.
Adequate management of the drop in demand of key markets and pursuit of growth opportunities.
New commercial vehicle wheels factory in China.
At year-end 2006, Iochpe-Maxion recorded a R$58 million net income, which, despite being equivalent to a 20% reduction compared to the previous year, represents the Company’s ability to adapt to a period of retraction in key markets, primarily railway cars, trucks and agricultural machinery.
As a result, the Company sought to address this issue adequately by, on the one hand, managing the drop in demand – by mitigating its impact on results – and, on the other hand, pursuing growth opportunities in other areas.
Amsted Maxion, for instance, (i) minimized the domestic demand retraction by substantially expanding its exports of castings – especially to the United States – (ii) concentrated the assembly of railway cars in its plant in Hortolândia; (iii) and adjusted the number of employees to the new demand level.
In the Wheel and Frames Division, which also focused on increasing its foreign sales, one of the highlights was the decision of diversifying geographically its manufacturing plants, by opening a commercial vehicle wheel factory in China. With investments of approximately US$15 million, the first phase of the new factory should be completed in the beginning of 2008, with operations scheduled to begin in the same year.
In 2007, as a result of a common initiative of the Wheel and Frames Division and the Automotive Components Division, the Company will begin to supply sets of structural welded stamped parts for Fiat’s new passenger car model, paving the way for similar businesses in the segment of structural parts for passenger cars.
Another highlight in 2006 was the conclusion of a secondary offering of non-voting shares issued by Iochpe-Maxion, resulting in higher free float and in increased volume of trades and liquidity, conditions that are paving the way for Iochpe-Maxion to attract new institutional investors.
For 2007, our planning is focused on: (i) expanding our production capacity, especially in the Wheels and Frames Division, including the project of manufacturing commercial vehicle wheels in China; (ii) starting-up the production of sets of structural welded stamped parts for passenger cars; (iii) continuous increasing of our exports, especially at Amsted-Maxion; and (iv) expanding our product and service lines, always aimed at obtaining synergies with existing businesses.
Dan IoschpeChief Executive Officer
p.1�Annual Report 2006
06.Strategy
Our strategic plan is based on combining growth with financial discipline, constantly enhancing our business portfolio and maintaining operating margins.
Growth-related guidelines: production capacity increase, expansion of exports, new products and markets, and new businesses that have synergies with current activities.
Iochpe-Maxion remains committed to a strategic plan based on promoting growth with financial discipline, constantly enhancing its business portfolio, and maintaining operating margins.
The main guidelines of this strategic vision are:
• Production capacity increase: A Iochpe-Maxion will continue expanding its manufacturing plants and increasing its production capacity in order to adjust itself to demand growth. It will also continue to update products and production processes so as to assist its customers in a complete and differentiated way, strengthening its leading position in the domestic market and increasing its presence in the international area.
54
37 41
68
84
2005 200620032002 2004
Capital Expenditures – R$ million
p.20Annual Report 2006
Strategy
• Expansion of exports: Iochpe-Maxion intends to expand its activities in the international market, primarily through commercial vehicle wheels, and industrial and railway castings. Accordingly, it intends to decrease its exposure to risks related to demand shifts in the domestic market.
• New products and markets: Iochpe-Maxion’s goal is to continue expanding its product lines, by moving into market niches that have synergies with its current product portfolio or with its customer portfolio, such as the project of sets of structural welded stamped parts for passenger cars. In addition, it will continue developing new markets for its current products, such as the project for manufacturing commercial vehicle wheels in China for export to neighbouring countries.
• New businesses: the Company is constantly evaluating growth opportunities through acquisitions that have synergies with its current business or customer portfolios.
A strategic move towards China Presence in China means higher competitiveness. On one hand, it
represents the alliance of differentiated costs of the Chinese economy - cost of equipment, raw material, labor, logistics and taxation – to the recognized excellence of products with the Maxion brand. On the other hand, it means the possibility of continuing to increase the production capacity, taking advantage of the opportunities of a region with growing demand. A new experience that will make way for expansion in other countries that, as China, combine competitive cost and large growth potential.
47
2433
119
96
2005 200620032002 2004
Exports – US$ million
p.21Annual Report 2006
0�.Markets
Influenced by the retraction in the agricultural segment, demand in the Company’s key markets decreased in 2006.
Domestic Market
In 2006, Iochpe-Maxion’s key markets were unable to repeat the good performance of 2005, when its growth was much higher than the expansion of the Brazilian economy as a whole.
Overall, demand decreased primarily due to income reduction in the agricultural sector, which had a direct impact on the demand for agricultural machinery and trucks.
Net Operating Revenue by Segment in
2006 – (%)
Brazilian Production of Commercial
Vehicles(*) – thousand units
20042002 2003 20062005
562572524
381323
(*) Trucks, buses, light commercial vehicles and agriculture
machinery.
30Trucks
9Buses
7Passenger cars6
Agricultural Machinery
4 Light Commercial
Vehicles
23Railway
Operators
21Exports
56Automakers operating in Brazil
p.22Annual Report 2006
Markets
SegmentProduction Export
2006 2005 Change (%) 2006 2005 Change (%)
Passenger cars 2,090.1 2,009.5 4.0 637.2 684.3 (6.9)
Light commercial vehicles 376.8 365.6 3.0 152.7 155.6 (1.8)
Trucks 105.6 117.9 (10.4) 38.6 38.3 0.9
Buses 33.9 35.2 (3.9) 16.2 18.9 (14.6)
Total vehicles 2,606.3 2,528.3 3.1 844.7 897.1 (5.8)
Agricultural machinery 46.1 52.9 (12.9) 22.4 30.7 (26.9)
Source: Anfavea.
Domestic Market (cont’d)The domestic market increase in
the segment of buses, light commercial vehicles and passenger cars was largely offset by the decline in automakers’ exports. In other words, the domestic market growth did not fully translate into production increase. Despite being positively influenced by the election year, bus production had a 4% decrease. On the other hand, the markets for
cars and light commercial vehicles had a substantial growth, resulting in a production increase of 4% and 3%, respectively. This expansion is explained to a great degree by the drop in interest rates and the credit facilities offered to end consumers. The table below breaks down Brazilian production and export of vehicles and agricultural machinery for the periods shown:
Trucks, a heavy market Why does the truck market deserve to be highlighted in Iochpe-Maxion’s
Annual Report? The answer is simple and direct: because the demand for wheels and chassis, Iochpe-Maxion’s largest segment, mostly arises from the Brazilian production of trucks, followed by buses, light commercial vehicles and agricultural machines. Due to the company’s high market share, a production growth of these vehicles will represent growth also for Iochpe-Maxion.
p.2�Annual Report 2006
Markets
Sales 2006 2005 Change (%)
Freight cars (units) 3,605 7,270 (50.4)
Railway wheels (units)* 55,594 48,231 15.3
Railway castings (tonnes)* 3,270 5,100 (35.9)
Source: Amsted Maxion estimates.
* Only replacement market. Does not include railway wheels and castings used in the assembly of new freight cars.
Domestic Market (cont’d)In 2006, the domestic market for
railway cars experienced a substantial decline when compared to the volumes presented in 2005. The following table breaks down the domestic demand in the Company’s railway segment for the periods shown:
5,642
294
2,459 3,605
7,270
2005 200620032002 2004
Brazilian Market of Railway Freight Cars
units
Reduction: demand in the railway car market was not as strong as in 2005.
p.2�Annual Report 2006
Focus on exports to tackle the slowdown in domestic market demand.
In 2006, foreign sales amounted to US$119 million – a result 24% higher in Dollars when compared to 2005.
ExportsAs part of its strategy to reduce
its reliance on the domestic market, Iochpe-Maxion sought to give a special focus to exports. The Company’s exports increased during 2006 and, at year-end, amounted to US$119 million, a 24% growth in Dollars (11% in Reais) compared to 2005, accounting for 21% of consolidated net operating revenue (15% in 2005). In the comparison between 2005 and 2004, the Company’s exports had already presented a growth in Dollars higher than 100%. In 2006, castings and railway wheels accounted for the highest growth among exports, reaching more than 50% growth, equivalent to close to 49% of consolidated exports. Commercial vehicle wheels, in its turn, accounted for 37% of the exports portfolio, 10% originated in the frames segment and 4% in the freight railcars segment. The United States, Latin America, Africa, Middle East, Europe, Canada and Mexico are the key destinations for Iochpe-Maxion’s products.
Markets
Exports by Destination – 2006 – (%)
54USA
20South America
7Canada/Mexico
9Europe
10Africa/Middle East/Asia
p.2�Annual Report 2006
0�.Subsidiary and Joint Venture
Growing exports in the Wheels and Frames Division: US$56 million, 25% increase in Dollars (11% in Reais) compared to 2005.
Maxion Sistemas Automotivos Maxion Sistemas Automotivos
operates through two divisions: Wheel and Frames Division and Automotive Components Division:
Wheel and Frames DivisionIn 2006, Maxion Sistemas
Automotivos’s Wheel and Frames Division recorded a 10% decline in its net operating revenue, compared to 2005, amounting to R$731 million, equivalent to 59% of Iochpe-Maxion’s consolidated net operating revenue in the period (54% in 2005).
The Company felt the retraction of the domestic production of trucks and agricultural machinery.
The effects of this decline were partially offset by the exports of commercial vehicle wheels and frames, which had a combined 25% growth in Dollars (11% in Reais), amounting to US$56 million and accounting for 17% of the Division’s revenue (13% in 2005). The United States remain the key destination for the Company’s exports.
The frames segment – which includes side rails, cross-members, stamped parts and complete frames – accounted for 56% of the Division’s net operating revenue (57% in 2005) or R$407 million, maintaining a leading position in the domestic market, with a market share of approximately 66%.
Net operating revenue for the wheels segment – wheels for agricultural, commercial and off-road vehicles – amounted to R$323 million, or 44% of the Division’s net operating revenue (43% in 2005), a 7% decrease compared to the previous year, maintaining the leading position in the domestic market, with a market share of approximately 57%.
In 2006, the Wheel and Frames Division continued investing in technology as a tool for the enhancement of the production process, improvement of quality, and increase of production capacity and the competitiveness of its products. In this area, one innovation was the introduction of an Italian equipment – known as “Leonardo” – that inspects one-by-one each tubeless tire wheel manufactured in the automated production lines, ensuring the quality of the process and of the product.
Revenue Wheels and Frames Division
(R$ million)
626
241
397
731809
2005 200620032002 2004
p.26Annual Report 2006
Subsidiary And Joint Venture
The commercial vehicle wheel manufacturing plant in China should start operating in 2008.
Despite a 2% revenue decrease, the margins of the Automotive Components Division were much closer to those the Company believes to be adequate.
Partnership with the Wheel and Frames Division: sets of structural welded stamped parts for Fiat’s new vehicle.
Wheel and Frames Division (cont’d)From the operating and strategic
viewpoint, an important development of 2006 was Iochpe-Maxion’s decision to install a new commercial vehicle wheel manufacturing plant in China. With an investment estimated in US$15 million, the first phase of the new plant should be completed by the beginning of 2008. The entire production of 600,000 wheels/year will be exported to markets geographically close to China. After the ramp-up period, the new plant should generate additional net revenue of approximately US$30 million/year.
Also at the end of 2006, the Division began to export side rails and stamped parts for the military vehicle Humvee, manufactured by US automaker AM General, based on a long-term contract that should generate approximately US$9 million per year.
One of the main projects for 2007 is the production of sets of structural stamped parts for Fiat’s new passenger car scheduled to be launched in Brazil in the first half of the year. A result of the partnership with the Automotive Components Division, this deal should generate additional annual revenue of approximately R$40 million, after the ramp-up period.
Automotive Components DivisionThe Automotive Components
Division ended 2006 with net operating revenue amounting to R$90 million, a 2% decrease in comparison to 2005, accounting for a 7% share in Iochpe-Maxion’s consolidated net operating revenue (6% in the previous year). The reduction in net operating revenue was also due to the effect of the sale of assets related to the window raiser mechanism business, which accounted for 11% of the Division’s net operating revenue in 2005, as the domestic production of passenger cars increased 4% in 2006, benefiting the Division’s businesses.
In 2006, the Division managed to add relevant orders to its portfolio and increase the relationship with Brazil’s biggest automakers. In partnership with the Wheel and Frames Division, the Automotive Components Division will be the supplier of structural welded stamped parts for Fiat’s new car, the launching of which is scheduled for 2007.
p.2�Annual Report 2006
Subsidiary And Joint Venture
Amsted Maxion Fundição eEquipamentos Ferroviários S.A.
Amsted Maxion, a joint venture between Iochpe-Maxion and Amsted Industries, recorded in 2006 net operating revenue amounting to R$854 million, representing a 28% drop, compared to the R$1,185 million level reached in 2005.
Maintenance of its leading position in the railway equipment domestic market in 2006.
Exports totaled US$125 million, a 23% growth in Dollars (11% in Reais).
AAR (Association of American Railroads) Certification: guarantee of quality, potential expansion of customer portfolio.
Despite the revenue decline, the Company maintained in 2006 its leading position in its market segments, accounting for 81% of the domestic market for railway freight cars, 80% of the domestic market for railway castings, and 46% of the domestic market for industrial castings.
In order to remain the leading name in its industry, Amsted Maxion kept investing in 2006. The railway wheel production capacity was increased and it was implemented the electronic control in its furnaces, which resulted in better quality and higher productivity.
From the strategic viewpoint, one of the key advances was the certification from AAR (Association of American Railroads) for the railway wheels, ensuring the quality of products and processes based on high standards. The AAR certification, as one of the world’s most important and recognized certifications, provides potential of customer portfolio expansion, especially in the United States, the most relevant market on a global scale.
With the expected decrease in domestic demand for railway freight cars in 2007, the Company adjusted its production structure to the new level, concentrating the assembly of railway cars in its plant in Hortolândia and reducing the number of employees in all of its plants.
The share in consolidated net operating revenue also declined, from 40% in 2005 to 34% in the last year. This performance is directly related to the substantial reduction in the domestic market for railway freight cars.
It is also worth to mention that the market drop experienced by Amsted-Maxion in 2006 was partially offset by the expansion in sales of industrial and railway castings, especially abroad, and particularly to the US market. In the comparison between 2006 and 2005, Amsted-Maxion’s exports increased 23% in Dollars (11% in Reais), from US$102 million in 2005 – equivalent to 21% of the Company’s net operating revenue in that year – to US$125 million in 2006, equivalent to 32% of its net operating revenue.
646
120
328
854
1,185
2005 200620032002 2004
Revenue Amsted Maxion – (R$ million)
p.2�Annual Report 2006
0�.Production Process
Man
ufac
turi
ng P
roce
ss o
f C
hass
is, S
ider
ails
, Cro
ssm
emb
ers
and
Sta
mp
edp
arts
Ass
embl
y
Raw
mat
eria
l rec
eptio
n
Ste
el H
ot R
olle
d C
oils
Pre
para
tion
Pic
klin
g an
d se
ctio
ning
of
pla
tes
Sha
ping
Ligh
t, m
ediu
m a
nd h
eavy
pr
essi
ng (s
hape
and
per
fora
tion)
Sid
erai
ls, c
ross
mem
bers
and
ot
her
stam
ped
com
pone
nts
Par
ts a
ssem
bly
by w
eldi
ng
and/
or r
ivet
sA
ssem
bled
fram
es
Pow
der
pain
ting
Del
iver
y
Sid
erai
ls, c
ross
mem
bers
an
d st
ampe
d pa
rts
Pre
-tre
atm
ent,
pain
ting
and
finis
hing
E-c
oat p
aint
ing
(a
nti-c
orro
sion
trea
tmen
t)
p.2�Annual Report 2006
Pai
ntin
g
Oil/
pain
ting
prot
ectio
nR
ailw
ay a
nd in
dust
rial c
astin
gs
Rai
lway
and
Ind
ustr
ial C
astin
g M
anuf
actu
ring
Pro
cess
Mel
ting
Ele
ctric
furn
aces
Pou
ring
(Mol
ten
Ste
el)
Mol
ten
Ste
el p
ourin
g in
the
mol
ds
Hea
t Tre
atm
ent
Adj
ustm
ent o
f ste
el m
icro
stru
ctur
e
Raw
mat
eria
l rec
eptio
n
Met
al m
ater
ial c
ente
r
(Scr
ap s
teel
and
oth
ers)
Mac
hini
ng
Red
imen
sion
ing
as
per
spec
ifica
tions
p.�0Annual Report 2006
Mol
ten
Ste
el p
ourin
g in
the
mol
ds -
Gra
phite
mol
ds
Hea
t Tre
atm
ent
Adj
ustm
ent o
f ste
el m
icro
stru
ctur
e
Insp
ectio
n
Ultr
asou
nd, m
agne
tic p
artic
le
test
ing,
am
ong
othe
rs
Mac
hini
ng
Red
imen
sion
ing
as p
er
spec
ifica
tions
Rai
lway
whe
els
Coo
ling
Whe
el c
oolin
g
Mel
ting
Raw
mat
eria
l rec
eptio
n
Met
al m
ater
ial c
ente
r
(Scr
ap s
teel
and
oth
ers)
Ele
ctric
furn
aces
Rai
lway
Whe
el M
anuf
actu
ring
Pro
cess
Con
trol
led
Pre
ssur
e P
ourin
g
p.�1Annual Report 2006
Rai
lway
whe
els
Par
ts p
urch
ased
from
third
-par
ties
Bra
ke s
yste
m, s
teel
pla
tes,
etc
Rai
lway
and
indu
stria
l cas
tings
Frei
ght c
ar a
ssem
bly
Rai
lway
cas
tings
and
third
-par
ty p
arts
ass
embl
y
Fre
ight
Car
Man
ufac
turi
ng P
roce
ss
p.�2Annual Report 2006
Vehi
cle
Whe
el M
anuf
actu
ring
Pro
cess
Ste
el p
late
s
Dis
ksD
isk
Raw
Mat
eria
l Rec
eptio
n
Cut
ting
plat
e
Spi
nnin
g pr
ofile
, sta
mpi
ng
perfo
ratio
ns a
nd la
thin
g
Cut
ting
Sha
ping
Dis
k M
anuf
actu
ring
1
p.��Annual Report 2006
Ste
el h
ot ro
lled
coil
Cut
ting
coil
Rin
g“B
lank
”
Raw
Mat
eria
l Rec
eptio
nC
uttin
g
Cal
ende
ring
and
wel
ding
, rol
ling,
exp
andi
ng
and
stam
ping
val
ve p
erfo
ratio
n
Sha
ping
Rin
g
Man
ufac
turin
g
2
Vehi
cle
Whe
el M
anuf
actu
ring
Pro
cess
p.��Annual Report 2006
Ass
embl
yQ
ualit
y co
ntro
l
Ass
embl
ing
(ring
+ d
isk)
, wel
ding
an
d m
achi
ning
dis
k in
tern
al fa
ceA
utom
ated
qua
lity
insp
ectio
n au
tom
ated
E-c
oat p
aint
ing
(ant
i-cor
rosi
on c
oatin
g)
Top-
coat
or
pow
der
pain
ting
Com
mer
cial
veh
icle
whe
els
Del
iver
y
Rin
g a
nd D
isk
Junc
tion
1 + 2
Pre
-tre
atm
ent a
nd F
inis
hing
(e
-coa
t plu
s to
p-co
at p
aint
ing)
Vehi
cle
Whe
el M
anuf
actu
ring
Pro
cess
p.��Annual Report 2006
10.Competitive Edge
Financial discipline in its investments: adequate return, without compromising the capital structure.
Presence in segments with growth potential.
Brand recognition: competitiveness, quality, punctuality and reliability attributes.
The safe net of financial discipline For Iochpe-Maxion, financial discipline is translated into the constant
generation of growth and investment projects that show an adequate return. This vision is even more important when taking into account the segment in which the company operates and the general context of the economy, sometimes influenced by high fluctuations. Financial discipline is a way to focus on sustainable business growth.
Over the years, Iochpe-Maxion has developed important competitive advantages that help to achieve better results, creating value perceived by the market and by all those who, directly or indirectly, participate in its daily operations.
Among the competitive advantages, we can highlight the following ones:
• Financial discipline in its investments: Iochpe-Maxion carefully analyzes new investment projects, prioritizing opportunities that provide adequate return, without compromising its capital structure. As an essential part of the Company’s culture, this concept is also the starting point for creating ideas, projects and solutions.
• Brand recognition: Maxion is a leading name in its market segments, a brand that the market associates with attributes, such as competitiveness, quality, punctuality and reliability.
• Long-term relationship: Iochpe-Maxion values long-term commercial relationships. In practical terms, this principle is reflected in the involvement and interaction the Company maintains with almost its entire customer portfolio, both in Brazil and abroad.
• Leadership: Iochpe-Maxion is a leader in the segments that account for the most of its net operating revenue, such as wheels and frames for commercial vehicles, railway freight cars and railway castings. Its recognized leadership position enables the Company to achieve economies of scale, which is always a relevant competitive advantage.
• Focus on market segments with growth potential: Iochpe-Maxion operates in market segments whose growth potential is higher than that of Brazil’s GDP due to highway and railway expansion and enhancement projects, in addition to the need for renewing of their respective fleets.
p.�6Annual Report 2006
Competitive Edge
• Partnerships and technology: Iochpe-Maxion has established partnerships with worldwide technology leaders in key segments of its various industries. An example of this differential is its partnership, through Amsted-Maxion, with Amsted Industries, the main US manufacturer of railway castings and worldwide leader in the development of technologies and products for the railway industry. Through this partnership, the Company has access not only to new production techniques, but also to differentiated projects and markets. Amsted-Maxion has a complete digital mapping of Brazil’s railway grid, a feature that enables it to perform virtual simulations that result in efficiency and safety gains, optimization of costs, and reduction in the lead time for developing new projects.
• Competitive cost: the focus on technology and the priority given to structuring modern and updated manufacturing plants enables Iochpe-Maxion to promptly address domestic market demands, in addition to promoting exports efficiently and competitively. Competitive production costs are also the result of vertical integration in some areas and specialization in some key processes and use of certain raw materials, such as steel. Production techniques and the use of updated equipment provide the Company with flexibility to offer its customers different production processes that meet specific needs, timely and at competitive costs.
• Quality: the quality of the products and processes used are recognized internationally and certifications are granted by renowned governmental bodies and independent organizations. The Company is a certified supplier of major automakers and railway operators. Such a differential can be an opportunity for addressing new demands in both the domestic and international markets.
• Main certifications:- Wheels and Frames Division of Maxion
Sistemas Automotivos: ISO/TS 16949, ISO 14001 and OHSAS 18000, certified by Bureau Veritas Quality International (BQVI);
- Automotive Components Division of Maxion Sistemas Automotivos: ISO / TS 16949, certified by Bureau Veritas Quality International (BQVI);
- Amsted Maxion: ISO 9001 certified by Lloyd’s Register and AAR (Association of American Railroads) M1003 certified by IQC Inc.
• Qualification: Iochpe-Maxion’s management team has broad experience in its market segments, which has contributed to the growth of the Company’s key performance parameters over the last years. In 2006, it invested R$2,3 million in qualification and training initiatives.
Focus on technology, modern and updated manufacturing plants.
Recognized products and processes and internationally certified.
p.��Annual Report 2006
11.Cash Flow and Value Added Statement
Statements of Cash Flows - Indirect Method Years ended December 31, 2006 and 2005 (In thousands of Reais)
Consolidated
2006 2005
Cash flows from operating activities
Net income for the year 57,780 72,131
Adjustments to reconcile net income to cash and cash equivalents generated by operating activities
Depreciation and amortization 26,292 27,119
Deferred taxes from current and non-current assets 5,761 5,382
Residual cost of property, plant and equipment written-off 483 784
Provision for contingencies 10,407 8,834
Reversal of Cofins provision (8,609) -
Variations in assets and liabilities
Decrease (increase) in accounts receivable 31,236 (27,865)
Reduction in inventories 19,737 9,448
Reduction in suppliers (19,957) (1,748)
(Increase) decrease in other accounts receivable, taxes recoverable and other accounts (3,982) 3,460
(Decrease) increase in other accounts payable, provisions and other accounts (29,312) (28,294)
(Reduction) increase in income tax and social contribution (994) (8,264)
Net cash and cash equivalents generated by operating activities 88,842 60,987
Cash flows from investing activities
Acquisition of property, plant and equipment (67,751) (84,011)
Acquisition of deferred assets (117) -
Net cash and cash equivalents invested in investing activities (67,868) (84,011)
Cash flows from financing activities
Loans taken out 275,506 305,241
Payment of loans/debentures (231,880) (289,928)
Interest paid for loans/debentures - -
Payment of dividends (28,385) (14,253)
Net cash and cash equivalents originated by (invested in) financing activities 15,241 1,060
Statement of increase (decrease) in cash and cash equivalents 36,215 (21,964)
At the beginning of the year 51,962 73,926
At the end of the year 88,177 51,962
Increase (decrease) in cash and cash equivalents 36,215 (21,964)
p.��Annual Report 2006
Cash Flow and Value Added Statement
Value Added Statement Years ended December 31, 2006 and 2005 (In thousands of Reais)
Consolidated
2006 2005 Income (expenses)
Sales of products and services provided 1,601,863 1,814,386
Reversal (allowance) for doubtful accounts and contingencies 11,563 (1,328)
Non-operating income (22,158) (20,272)
1,591,268 1,792,786
Inputs acquired from third parties (including ICMS and IPI)
Raw materials consumed 890,668 1,066,512
Costs of products sold and services provided 122,661 148,599
Materials, energy, third-party services and other 133,972 142,407
1,147,301 1,357,518
Gross value added 443,967 435,268
Retentions
Depreciation and amortization (26,292) (27,119)
(Reduced) net value added produced (consumed) by the Company and its subsidiaries 417,675 408,149
Value added received in transfer
Financial income 6,914 3,616
6,914 3,616
Total value added to distribute 424,589 411,765
Value added distribution
Employees
Personnel and social charges 200,728 177,543
Employees’ profit sharing 11,842 15,425
Taxes
Federal 99,100 118,747
State 21,331 (17,955)
Municipal 369 277
Financing entities
Interest 28,307 40,734
Rentals 5,119 4,854
Interest on own capital and dividends 22,789 28,442
Legal reserve 2,890 3,607
Investment and working capital statutory reserve 32,114 40,091
424,589 411,765
p.��Annual Report 2006
12.Financial Performance
Net Operating Revenue Breakdown
Net operating revenue by company, division and segment – in R$ million, except change
2006 2005 Change 06/05 (%)
Market Market Market
Domestic Export Total Domestic Export Total Domestic Export Total
Maxion Sistemas Automotivos
Wheel and Frames Division 610 121 731 701 108 809 (13.0) 11.4 (9.7)
Frames/side rails/stamped parts 382 26 408 440 23 463 (13.2) 13.0 (11.9)
Commercial vehicle, agricultural machinery and off-road wheels 228 95 323 261 85 346 (12.6) 11.8 (6.6)
Automotive Components Division 89 1 90 91 1 92 (2.6) 66.7 (2.2)
Amsted Maxion Fund. e Equip. Ferrov. 583 271 854 940 245 1,185 (38.0) 10.7 (28.0)
Railway freight cars/boogies 453 22 475 841 66 907 (46.1) (66.7) (47.6)
Railway wheels 36 31 67 11 13 24 227.3 138.5 179.2
Railway/industrial/truck castings 94 218 312 88 166 254 6.8 31.3 22.8
(-) Consolidation adjustments (291) (136) (427) (470) (122) (592)
Iochpe-Maxion – consolidated 990 257 1,247 1,263 231 1,494 (21.6) 11.2 (16.5)
Net operating revenue breakdown by sector – in R$ million, except change
Sector 2006 2005 Change 06/05 (%)
Automakers located in Brazil 700 793 (11.7)
- buses, trucks, light commercial vehicles and agricultural machinery 611 702 (13.0)
- passenger cars 89 91 (2.1)
Brazilian railway operators 291 470 (38.0)
Exports 257 231 11.2
Iochpe-Maxion – consolidated 1,248 1,494 (16.5)
Volume of goods sold
Units sold 2006 2005 Change 06/05 (%)
Commercial vehicle wheels (thousands of units) 1,532 1,486 3.1
Railway wheels1 (units) 47,915 18,663 156.7
Railway freight cars (units) 3,007 6,455 (53.4)
Castings1 (tonnes) 66,995 49,128 36.4
1Only replacement market, does not include railway wheels and castings used in the assembly of new railway cars.
p.�0Annual Report 2006
Financial Performance
Domestic market share
Company2006 2005
Domestic Market Domestic MarketMaxion Sistemas Automotivos
Frames/side rails/stamped parts 66% 67%
Commercial vehicle, agricultural machinery and off-road wheels 57% 57%
Amsted Maxion Fund. e Equip. Ferrov.
Railway freight cars 81% 84%
Railway wheels 46% 16%
Railway castings 80% 80%
Industrial castings 46% 42%
Performance characterized by the drop of key markets: net income amounted to R$58 million, a 20% decrease, and EBITDA reached R$163 million, a 21% reduction.
Net Operating RevenueConsolidated net operating
revenue amounted to R$1,248 million in 2006, a 17% decrease in comparison to the same period of the previous year. This performance was the result of the retraction in the domestic production of commercial vehicles, and the substantial decrease in the domestic demand for railway freight cars, whose effect was minimized by the growth in the exports of commercial vehicle wheels, and railway castings and wheels.
Costs of Goods SoldCost of goods sold, which
represented 82.4% of consolidated net operating revenue, amounted to R$1,028 million in 2006, a 15% drop compared to R$1,205 million, recorded in 2005, which, in turn, was equivalent to 80.7% of consolidated net operating revenue in that year. Cost of goods sold was negatively affected by the costs for adjusting the structure, by the smaller dilution of indirect manufacturing costs, and by the impact of wage raises arising from union collective agreements in the fourth quarter of 2005 and 2006.
The table below depicts the main items share on the cost of products sold, for the periods shown.
Net Operating Revenue Breakdown (cont’d)
Comparing 2006 and 2005 Results
2006 2005
Raw materials and inputs 65% 78%
Wages 22% 16%
Depreciation, amortization and maintenance costs 13% 6%
p.�1Annual Report 2006
Financial Performance
Gross ProfitGross profit amounted to
R$219 million in 2006, or 17.6% of net operating revenue, a 24% decrease compared to the previous year, when gross profit totaled R$289 million, or 19.3% of net operating revenue. This reduction in the gross margin arises from the effects described in the section Cost of Goods Sold and also from the reduction of the margin in exports, due to the appreciation of the real against the US dollar (the average exchange rate was R$2.167 in 2006, compared to R$2.410 in the same period of 2005).
Operating ExpensesOperating expenses amounted
to R$83 million in 2006, a 25% reduction compared to 2005, when operating expenses totaled R$111
Earnings Before Interest and Taxes (Ebit)
Ebit amounted to R$136 million in 2006, equivalent to 10.9% of consolidated net operating revenue, compared to
Operating Expenses
Net Operating Revenue Breakdown (cont’d)
million. Operating expenses accounted for 6.6% of net operating revenue in 2006, compared to 7.4% in 2005. The main factors for this performance were the favorable legal decisions in tax litigation of the holding company that contested the application base of PIS and Cofins taxes, generating R$13 million, the constitution of provision for tax contingencies in the amount of R$7 million, and lower expenses with freight, commissions and royalties, due to the reduction of net operating revenue.
The following chart table presents the main items comprising operating expenses in the periods shown:
2006 2005
Freight 30% 29%
Wages 24% 23%
Commissions 9% 12%
Royalties 6% 5%
Other 31% 31%
R$178 million in 2005, or 11.9% of consolidated net operating revenue (see details under the sections “Gross Profit” and “Operating Expenses”).
p.�2Annual Report 2006
Net Financial ExpensesNet financial expenses amounted
to R$21 million in 2006, compared to R$37 million in 2005. This reduction was due to the effect of the appreciation of the real – which reduced these expenses in R$5 million (a R$3 million decrease in 2005) – and to the lower average cost of debt in comparison to 2005.
Non-Operating ResultIn 2006, non-operating result
was a negative R$22 million (1.8% of net operating revenue), as a result of expenses and provisions arising from discontinued businesses, compared to a negative result of R$20 million in 2005 (1.4% of net operating revenue).
Income Tax and Social ContributionIncome tax and social
contribution amounted to R$35 million in 2006 (R$48 million in 2005), compared to earnings before income tax totaling R$93 million (R$120 million in 2005).
Net IncomeNet income amounted to R$58
million in 2006 (R$1.085 per share), a 20% decline in comparison to net income totaling R$72 million in 2005 (R$1.355 per share).
EbitdaThe following table presents
the evolution of Ebitda for the periods shown, in R$ million:
2006 2005 Change (%)
Net income before minority interest 57.8 72.2 (19.9)
Income tax and social contribution 35.0 48.0 (27.1)
Non-operating result 22.2 20.3 9.3
Net financial expenses 21.4 37.1 (42.4)
Depreciation and amortization 26.3 27.1 (3.0)
Ebitda 162.7 204.7 (20.5)
Financial Performance
In 2006, Ebitda presented a 21% decrease compared to the amount obtained in 2005, totaling R$163 million. Ebitda accounted for 13.0% of consolidated net operating revenue, a performance lower than the 13.7% of 2005 (the sections “Gross Profit” and “Operating Expenses” explain the reasons for this change).
InvestmentsExpenditures with investment
activities totaled R$68 million in 2006 (R$84 million in 2005), which were allocated to the purchase of machinery, equipment and facilities for updating and expanding the productive capacity.
Net Operating Revenue Breakdown (cont’d)
p.��Annual Report 2006
Financial Performance
Consolidated Net Operating Revenue
Consolidated net operating revenue totaled R$1,494 million in 2005, a 36% increase over the R$1,099 million showed during the previous year. This performance was the result of rising exports of railway equipment and industrial castings, higher domestic demand for railway equipments, and greater Brazilian production of commercial vehicles, driven mainly by automakers’ exports.
Expansion of railway equipment and industrial casting exports, growth of domestic railway equipment market and commercial vehicle production: net income amounted to R$72 million, a 42% growth.
Gross ProfitIn 2005, gross profit totaled
R$289 million, a 27% increase over the same period in 2004, when gross profit was R$228 million. The gross margin amounted to 19.3% in 2005, against 20.7% in 2004. This decrease is
Cost of Goods SoldIn 2005, the cost of goods
sold was R$1,205 million (80.7% of consolidated net operating revenue), a 38% increase over the R$871 million recorded during the previous year (79.3% of consolidated net operating revenue). The main driver behind this growth was the increase in the volume of wheels, chassis, freight cars and railway equipment sold, and the corresponding increase in the amount of raw materials consumed.
The table below depicts the main items share on the cost of products sold, for the periods shown.
Cost of Goods Sold
Comparing 2005 and 2004 Results
2005 2004
Raw materials and inputs 78% 74%
Wages 16% 20%
Depreciation, amortization and maintenance expenses 6% 6%
mainly the result of decreased margins in exports, caused by the appreciation of the local currency (R$) against the US dollar. Whereas in 2004 the average exchange rate was R$2.92 to US$1.00, in 2005 this figure was R$2.43 to US$1.00.
p.��Annual Report 2006
Financial Performance
Operating ExpensesIn 2005, operating expenses
totaled R$111 million, an increase of 10% over 2004, when operating expenses totaled R$101 million. Operating expenses represented 7.4% of net operating revenue in 2005, against 9.2% the previous year. The decrease in the ratio between operating expenses and net operating revenue is attributable mainly to the absorption of sales growth by the fixed expenses. The rise in operating expenses value results from the growth in sales, increasing the sales expenses, and from wage increases following union collective agreements.
The table below depicts the main items comprising operating expenses for the periods shown.
Net Financial ExpensesIn 2005, net financial expenses
totaled R$37 million, a 14% increase over 2004, when net financial expenses were
Other operating expenses amounted to R$2 million in 2005, compared to the R$7 million recorded in 2004. In both years this item consisted mainly of additional provisions for tax litigation.
Earnings Before Interest and Taxes (Ebit)
In 2005, Ebit totaled R$178 million (11.9% of consolidated net operating revenue), compared with R$127 million in the previous year (11.5% of consolidated net operating revenue). Please see explanations for this growth in the “Gross profit” and “Operating expenses” sections.
Operating Expenses
Comparing 2005 and 2004 Results (cont’d)
2005 2004
Freight 29% 29%
Wages 23% 21%
Commissions 12% 7%
Royalties 5% 5%
Other 31% 38%
R$33 million. This increase is the result of higher net bank debt, which went from R$102 million in December 2004 to R$125 million in December 2005.
p.��Annual Report 2006
Non-Operating ResultNon-operating result was
negative in the amount of R$20 million in 2005, against a negative amount of R$20.6 million in 2004.
Income Tax and Social ContributionIn 2005, income tax and social
contribution amounted to R$48 million, a 112% increase over 2004, when these taxes totaled R$23 million. Income tax and social contribution in 2004 were reduced by R$14 million, following the constitution of deferred income tax
Financial Performance
and the use of tax losses resulting from corporate restructuring during the third quarter of that year.
Net EarningsIn 2005, net earnings amounted
to R$72 million, an increase of 42% over the R$51 million showed in 2004.
EbitdaThe table below depicts the
Ebitda breakdown for the periods shown, in R$ million.
2005 2004 Change (%)
Net profit (loss) 72.1 50.8 42
Income tax and social contribution 48.0 22.7 111
Non-operating result 20.3 20.6 (1)
Net financial expenses 37.1 32.6 14
Depreciation and amortization 27.1 26.7 2
Goodwill amortization - 2.0 -
Ebitda 204.7 155.5 32
In 2005, Ebitda totaled R$205 million, an increase of 32% over the R$156 million recorded the previous year. The Ebitda margin was 13.7% in 2005, less than the 14.2% recorded in 2004. The main reason for this drop was the decrease in export profitability, as explained in the “Gross profit” section above.
Capital ExpendituresCapital expenditures reached
R$84 million in 2005, against R$54 million in 2004. These funds were used mainly for acquisition of machinery, equipment, and facilities, designed to upgrade and expand production capacity. It also included the acquisition of the property and industrial facilities at the Hortolândia railway freight car assembly plant, which had been leased previously.
Comparing 2005 and 2004 Results (cont’d)
p.�6Annual Report 2006
1�.Liquidity and Debt
At the end of 2006, consolidated net bank debt amounted to R$132 million. Consolidated net bank debt to Ebitda ratio was 0.8x.
At the end of December 2006, consolidated cash and marketable securities amounted to R$88 million, all recorded in short term. Dollar-denominated cash and marketable securities represented approximately 3% of the total cash and marketable securities on that date.
On the same date, consolidated gross bank debt amounted to R$221 million, of which R$126 million were recorded in short term and R$95 million in long term. The main denominations of this debt are: TJLP (long-term interest rate), which accounted for 74% of total gross amount; the US dollar at 24%; and IGP-M (wholesale inflation index) at 2%.
Consolidated net bank debt amounted to R$132 million at the end of 2006 (R$184 million in September 2006 and R$125 million in December 2005). Consolidated net bank debt to Ebitda ratio over the last 12 months was 0.8x in December 2006, which was higher than the 0.6x ratio in December 2005.
Consolidated net bank debt position at the end of 2005 was reduced in R$33 million, as a result of the inflow of customers’ advances related to railway freight car sales agreements to be delivered in the subsequent year, whereas at the end of 2006 there were no advances.
0.6
1.5
1.3
0.8
2005 200620032002 2004
Net Debt/Ebitda (x)
Ratio
0.6
p.��Annual Report 2006
1�.Risk Management
Iochpe-Maxion prepares periodic and detailed reports with metrics on key risk factors.
Risk management involves two aspects: financial risks and commercial risks.
Iochpe-Maxion prepares periodic and detailed reports with metrics on key risk factors, so as to manage risks effectively and mitigate potential impacts on its production, operating and financial structures. In 2005, this work was systematized and consolidated based on diagnostics prepared by one of the country’s most important consulting companies. This report is a benchmark for the Board of Directors to carry out any adjustments to manage the business within pre-established risk parameters.
Financial Risks• Debt level: Iochpe-Maxion tracks its
debt level on a monthly basis. It sets forth parameters to face and mitigate risks during market stress situations and, at the same time, to adjust the amount of debt (financial debt) to its cash flow generation (Ebitda).
• Average maturity of bank debt: the Company tracks the average maturity of its bank debt on a monthly basis. To mitigate risks and the impact on its financial structure, it establishes parameters for its bank debt maturity profile, always seeking an adequate ratio between cost of debt and maturities.
• Foreign exchange exposure: Iochpe-Maxion seeks to reduce its exposure to foreign exchange risks as the majority of its transactions are carried out in Reais. Debt denominated in foreign currency is backed by exports. To do so, the Company applies a ceiling for its dollar-denominated debt, equivalent to six months of the balance between exports and imports. This detailed tracking is done on a monthly basis.
• Payroll and net operating revenue ratio: The increase of costs arising from wage rises – especially those related to union collective agreements – are hard to pass to the final price of the products sold. To address this issue, Iochpe-Maxion tracks payroll to net operating revenue ratio on a monthly basis and, at the same time, takes action to raise productivity. This initiative includes:– Management tools;– Incentive programs rewarding
employees for suggesting improvements;
– Enhancement of processes and elimination of production bottlenecks;
– Investments in automation;– Absorption of fixed costs and
economies of scale gains through volume production growth.
p.��Annual Report 2006
Financial Risks (cont’d)• Economic scenario: demand for
products manufactured by Iochpe-Maxion is also dependent on the general perception of Brazil’s economic environment. GDP changes affect the transportation industry, having a direct impact on railway equipment and wheels and frames for trucks and light commercial vehicles, as well as on the pace at which passenger cars, light commercial vehicle and bus fleets are upgraded.
Commercial Risks• Competition and price pressure:
a policy of continuous capital expenditure is aimed at keeping the Company technologically updated and in line with market demand, as well as manufacturing better quality products, with higher efficiency and at adequate costs. This practice, always revised and renewed, has been successful in addressing the challenge of helping Iochpe-Maxion in a highly competitive environment, preserving its capacity to expand its businesses and face competitive pressure.
• Portfolio concentration: Iochpe-Maxion has implemented efforts aimed at diversifying its export portfolio, seeking business opportunities in new markets and minimizing the impact of any volume reduction caused by any change in major customers’ demand. This is done by means of a permanent strategic planning aimed at identifying opportunities that may be exploited in the event of a sudden termination of relevant business contracts, therefore preserving the Company’s financial and operating parameters.
Risk Management
p.��Annual Report 2006
1�.Our Stock as an Investment
The Company’s preferred shares closed 2006 at R$18.15, a 5% decrease.
Secondary offering: average daily volume traded increased by more than seven times over 2005.
Higher liquidity of our shares Companies whose shares have higher liquidity tend to be more
attractive to investors, which usually are more comfortable with securities offering the possibility of trading in larger volumes at any time. This is noticed, particularly, in relation to institutional investors, that trade large volumes and that, not rarely, show restrictions to shares of companies with low liquidity. To attract the attention of these investors, on the other hand, means a greater attention to our shares, conducting to a better evaluation.
On March 7, 2006, a secondary offering of non-voting shares issued by Iochpe-Maxion, offered by BNDESPar, FPS and Fundo Sinergia, was concluded, amounting to R$340 million, or 17,672,924 non-voting shares (33.1% of the total shares and 50.8% of the non-voting shares), which were sold to 7,577 purchasers. As a result, there was a strong growth in the number of outstanding shares, held by non-controlling shareholders, and in the liquidity of Iochpe-Maxion’s non-voting shares.
Iochpe-Maxion’s non-voting shares (MYPK4) closed 2006 at R$18.15, recording over the year a total decrease of 5%. Its voting shares (MYPK3) closed the year at R$15.50, appreciating 19%. At the end of 2006, Iochpe-Maxion’s market capitalization totaled R$874 million, its book value per share was R$4.98, and the price to net income per share ratio stood at 16.7.
In 2006, Iochpe-Maxion continued to be an important presence on Bovespa’s daily tradings. The average daily trading volume of its shares amounted to R$3,456 thousand (R$443 thousand in 2005), and the average daily number of trades was 134 (against 18 in 2005).
Management proposed to the Annual General Meeting of Shareholders the distribution of dividends in the amount of R$22.8 million – R$0.401607176 per voting share and R$0.441767894 per non-voting share – which is equivalent to a yield of 2.6% and 2.4%, respectively, based on share prices at the end of 2006. According to the Iochpe-Maxion’s Bylaws, the calculation basis for the dividends is equivalent to 37% of its net income (less any potential accumulated losses from previous years), with each non-voting share receiving an additional 10% when compared to each voting share.
p.�0Annual Report 2006
Our Stock as an Investment
16.1
22.8
28.0
2005 200620032002 2004
Declared Dividends – (R$ million)
41626 47
3,456
443
2005 200620032002 2004
Daily Traded Volume – R$ thousand/day
233 5
134
18
2005 200620032002 2004
Number of Daily Trades – Trades/day
744
61201
874901
2005 200620032002 2004
Market Capitalization – R$ million
1,298
100 323
1,9242,014
2005 200620032002 2004
Common Shares Price (MYPK3 x IBR-X)
2002 = 100
178 231 317 431
MPYK3 IBR-X
1,192
100332
1,2401,038
2005 200620032002 2004
Preferred Shares Price (MYPK4 x IBR-X)
2002 = 100
178 231317 431
MPYK4 IBR-X
0.28
0.40
0.50
2005 200620032002 2004
Dividends per Common Share
R$ per common share
0.44
0.55
2005 200620032002 2004
Dividends per Preferred Share
R$ per preferred share
0.31
p.�1Annual Report 2006
Our Stock as an Investment
14.716.7
12.5
2005 200620032002 2004
Price/Earnings Ratio – ratio
475
33
132
364
496
2005 200620032002 2004
Price/Book Ratio – %
5.4
2.4
3.5
6.1
5.0
2005 200620032002 2004
Enterprise Value (*) x Ebitda – Index
(*) Company Value = Market Cap + Net Banking Debt
p.�2Annual Report 2006
16.Corporate Governance
Iochpe-Maxion adopts corporate governance parameters in line with the best Brazilian and international practices.
The corporate governance parameters adopted by Iochpe-Maxion are in line with the best Brazilian and international practices, which implies the use of clear guidelines of conduct, based on higher standards than those required by law and/or market regulating bodies. These initiatives are aimed at addressing and strengthening the Company’s commitment to transparency, equal treatment of shareholders, accountability to all shareholders, and corporate responsibility.
As part of its commitment to transparent and equal treatment of market participants in general – and its shareholders in particular – in November 2005, Iochpe-Maxion joined Bovespa’s Level 1 of Corporate Governance, a important step in the level of requirements related to transparency and the maintenance of minimum liquidity levels.
Another important example of the commitment to corporate governance principles was the selection of the Company’s securities (MYPK4-PN) to be included in Bovespa’s
Corporate Sustainability Index (ISE, in Portuguese). In order to be included in the portfolio that comprises ISE, the selected companies must be socially responsible, sustainable and profitable, able to create value for the shareholders in the long term, as a result to their capacity of facing economic, social and environmental risks.
The following initiatives adopted by Iochpe-Maxion are also part of its commitment to good governance rules:• Code of Ethics, a document that
sets forth the Company’s principles of conduct for its relationship with customers, investors, shareholders, the market and competitors, among other stakeholders;
• Audit and Variable Compensation Committees to advise the Company’s Board of Directors;
• Procedure allowing employees to make comments related to accounting and control issues. By means of this instrument, any person can submit – confidentially and/or anonymously – suggestions, criticisms and complaints directly to the Company’s Board of Directors Audit Committee.
p.��Annual Report 2006
Corporate Governance
The investor relations site was totally updated in 2006.
Recognition: Apimec’s silver seal and IR Magazine award.
Disclosure PolicyIochpe-Maxion adopts a
Disclosure Policy for any information that may impact the price or affect its securities or investors’ decision of buying, selling or maintaining the Company’s shares. By means of this practice, it seeks to ensure reliability, immediate access and equal disclosure of the data available, therefore building an increasingly transparent and participative relationship with the market.
Over the years, the Company’s Investor Relations website (www.iochpe-maxion.com.br) has turned out to be one of the most important and effective tools of this commitment. The website was completely updated in 2006, and now includes new information in the areas of corporate governance, strategy and social responsibility, as well as more detailed financial sections and analysts’ coverage, in addition to the annual and social reports, presentations, conference calls and news. The website also received a new editorial and visual treatment, so as to make browsing more pleasant and fast, and accessing information simpler and more direct.
In 2006, approximately 700 direct interactions with investors took place, through eight conference meetings, at the request of banks and brokerage firms, in Brazil and abroad; four conference calls to discuss quarterly results and other matters; in addition to one meeting with representatives of the Association of Investment Professionals and Capital Markets’ Analysts (Apimec). Organized for the seventh year in a row, thanks to the meeting Iochpe-Maxion received Apimec’s “Silver Seal”, an assiduity award.
In recognition for its efforts in favor of transparency, the Company was runner-up in the 2006 issue of the award for the best investor relations program for small caps in Brazil, organized by IR Magazine.
p.��Annual Report 2006
Board of DirectorsAccording to the rules set forth
and included in Iochpe-Maxion’s Bylaws, the Board of Directors consists of up to nine members. Each member is elected for an one-year renewable term. In 2006, the Board of Directors had eight members and two of its seats were occupied by Independent Directors.
The Board of Directors is the Company’s decision-making body, responsible for setting forth policies and overall business guidelines, in addition to its long-term strategy. It regularly meets on a monthly basis or when summoned by its Chairman or by two members acting together.
Current members of Iochpe-Maxion’s Board of Directors are:
Members
Ivoncy Brochmann IoschpeChairman of the Board,
appointed by Companhia Iochpe, he is 66 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul. He was a member and the former Chairman of the Industrial Studies and Development Institute (IEDI), in addition to being a member of the Business and Trade Development Council of Brazil’s Foreign Relations Ministry. He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
Corporate Governance
Caio Marcio de Ávila Martins PinhãoA member appointed by
BNDESPar, he is 50 years old and holds a Mining Technology Engineering degree from the Federal University of Rio de Janeiro (UFRJ) and a Master’s degree in Energy Planning from Coppe/UFRJ. He has been at BNDES since 1993 and is currently the Manager of the Planning Area Priority Department. He has been a member of Iochpe-Maxion since 2003.
Daniel IoschpeA member appointed by
Companhia Iochpe, he is 68 years old and holds a degree in Engineering from the Federal University of Rio Grande do Sul (UFRGS). He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
Mauro KnijnikOne of the Independent
members, he is 66 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul (UFRGS). He previously held the following offices: Finance Secretary of the State of Rio Grande do Sul; Chairman of the Board of Directors of Banco do Estado do Rio Grande do Sul (BANRISUL); Chairman of the Board of Financial Coordination of the State of Rio Grande do Sul; and Vice-President of Iochpe-Maxion S.A. He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
The Board of Directors is the Company’s decision-making body, responsible for its policies and overall business guidelines, including its long-term strategy.
p.��Annual Report 2006
Iboty Brochmann IoschpeAppointed by Companhia Iochpe,
he is 57 years old and holds a degree in Economics from the Federal University of Rio Grande do Sul. He has been a member of Iochpe-Maxion’s Board of Directors since 1984.
Jorge Eduardo Martins MoraesAppointed by BNDESPar, he is
51 years old and holds an Engineering degree from the Federal University of Rio de Janeiro and an MBA from Coppead/UFRJ. He has been at BNDESPar since 1982 and currently manages the Following Department of the Capital Markets Area. From January 2004 through May 2005 he was an Economics Advisor for Brazil’s Ministry of Planning, Budget and Management, working in its Public-Private Partnership Unit. He was a member of the Board of Directors of several companies, in addition to being a member of Iochpe Maxion’s Board of Directors between August 2000 and April 2003.
Mauro Litwin IochpeAppointed by Companhia Iochpe,
he is 57 years old and holds a degree in Business Administration from the Catholic University of Porto Alegre (PUC-RS). He has been a member of Iochpe-Maxion’s Board of Directors since 1992.
Corporate Governance
The Executive Board is in charge of the Company’s daily operations and for carrying out the Board of Directors’ decisions.
Nildemar SecchesOne of the Independent
Directors, he is 57 years old and holds a degree in Mechanical Engineering from the University of São Paulo, in addition to a masters degree in Finance from the Catholic University of Rio de Janeiro (PUC-RJ) and a PhD degree in Economics from Unicamp, in the state of São Paulo. He has been the CEO of Perdigão Group since 1995 and is currently the Chairman of the Board of Directors of Weg. He has also been a member of Ultrapar’s Board of Directors since 2002. He has been a member of Iochpe-Maxion’s Board of Directors since 2004.
Executive BoardIt consists of four members,
each of whom is elected for a one-year renewable term. Executive Directors are in charge of Iochpe-Maxion’s daily operations and for carrying out the strategies set forth by the Board of Directors. Its decisions are taken by a majority vote of those present and, if needed, the CEO has the casting vote. The members of the Executive Board do not sit on the Board of Directors.
The current members of the Executive Board are:
Board of Directors (cont’d)
p.�6Annual Report 2006
Corporate Governance
Dan IoschpeHe is 41 years old and was
awarded a bachelor’s degree from the Federal University of Rio Grande do Sul, in 1986, and has a certificate from Escola Superior de Propaganda e Marketing (ESPM), in the state of São Paulo, in 1988. He holds an MBA degree from Amos Tuck School of Dartmouth College (USA), obtained in 1991. He joined Companhia Iochpe in 1986 and held various positions until June 1996, when he left the Company to become the President of AGCO in Brazil. He came back to Iochpe-Maxion in January 1998, when he became its CEO. He has been a member of the Board of Directors at Profarma Distribuidora de Produtos Farmacêuticos since 2006.
Oscar Antônio Fontoura BeckerHe is 54 years old and holds a
Business Administration degree from Faculdade São Judas Tadeu. He joined the Company in 1983 and, from 1989 to 1994, he was the CEO of Iochpe Seguradora. He has been the CFO and Investor Relations Director of Iochpe-Maxion since 1994.
The main responsibilities of the Audit
Board include reviewing the Company’s
financial statements and informing
shareholders about their respective
opinions.
Armando Ulbricht JúniorHe is 60 years old and holds
a degree in Mechanical Engineering from the University of São Paulo (USP). He worked at Engesa – Engenheiros Associados S.A. between 1975 and 1985. He joined the Company in 1986 and has been Director Superintendent of the Wheel and Frames Division at Maxion Sistemas Automotivos since 1990.
Marcos LucheseHe is 47 years old and holds a
Mechanical Engineering degree from the Catholic University of Rio Grande do Sul (PUC-RS). He joined the Company in 1981 as a trainee. Since 1997 he has been the Director Superintendent of Maxion Sistemas Automotivos’s Automotive Components Division.
In addition to these members of the Executive Board, it is important to mention the Director Superintendent of Amsted-Maxion, the joint venture between Iochpe-Maxion and Amsted Industries, a US company:
• José Antônio Rodrigues is 56 years
old and has a Mechanical Engineering degree from Unesp – Universidade Estadual Paulista. He has certificates in “Business Management” from Kellog Northwestern University (USA), and in “Strategic Business Management” from Insead (France).
Board of Directors (cont’d)
p.��Annual Report 2006
Corporate Governance
Audit BoardThe Audit Board is a permanent
body, independent from both the Company’s management and the independent auditors appointed by the Board of Directors. It consists of three members appointed for a one-year term. Two are appointed by the controlling shareholders and one by the non-voting, non-controlling shareholders, all of which approved by the Annual General Shareholders Meeting. The main responsibilities of the Audit Board include reviewing the Company’s financial statements and informing shareholders about their respective opinions.
The members of Iochpe-Maxion’s Audit Board are:
Ademar Rui BratzHe is 59 years old and holds a
Business Administration degree from the Federal University of Rio Grande do Sul and an MBA from Syracuse University (USA). In addition to being a member of Iochpe-Maxion’s Audit Board, he is also a consultant at Olvebra Industrial S/A.
Isabel S. Ramos KemmelmeierAppointed by the minority
shareholders, she is 32 years old and holds a degree in Engineering from the Catholic University of Rio de Janeiro, with an MBA in Finance from IBMEC. Since 1996, she has been the Head of the Analysis Area for Opportunity Asset Management.
Maurício DiácoliHe is 46 years old and holds
a degree in Accounting from FMU-USP, with certificates in Finance and Accounting. He is specialized in local and international accounting (US Gaap). He has over 15 years of experience at an international auditing and consulting firm.
p.��Annual Report 2006
Advisory CommitteesWith a view to enhance its
corporate governance standards and increase its commitment to the market’s best practices, as from 2005, Iochpe-Maxion’s Board of Directors established two Advisory Committees.
Audit CommitteeThis committee consists of three
members appointed by the Board of Directors each to serve a one-year term. At least one of its members must also be a member of the Board. The main responsibilities of the Audit Committee are:
• Review and recommend to the Board of Directors companies that can be hired as independent auditors.
• Provide opinions on the appointment or change of the chief internal auditor or the general accountant.
• Evaluate the results of independent auditor reports, including any reservations, as applicable.
• Review quarterly financial statements.
• Review internal procedures and controls.
• Evaluate warning systems for actual or potential risks, as well as the Company’s risk management policy.
• Evaluate policies and practices to ensure the integrity of financial statements.
• Evaluate any suggested changes related to accounting principles and practices.
• Evaluate the performance of the internal and external financial and audit teams.
Corporate Governance
Currently, the Audit Committee has the following members:• Mauro Knijnik, Board Member of
Iochpe-Maxion .• Mauro Litwin Iochpe, Board Member
of Iochpe-Maxion.• Pedro Ozires Predeus, 62 years old,
is an accountant and a Partner at PricewaterhouseCoopers, where he has worked for 30 years.
Variable Compensation Committee This committee consists of three
members appointed by the Board of Directors each to serve an one-year term. According to its Bylaws, it is not necessary for its members to be also members of Iochpe-Maxion’s Board of Directors.
This Committee is in charge of the following issues:• Review and recommend to the Board
of Directors the salary, bonus, stock options, and any other benefits for Iochpe-Maxion’s executives.
• Periodically review and recommend necessary changes to the executive compensation programs and policies to adjust them to market practices and expected performance.
• Periodically review and evaluate changes to the Company’s stock option plan and provide recommendations to the Board of Directors.
The Audit and Variable Compensation
Committees were implemented to
enhance the Company’s governance
standards.
p.��Annual Report 2006
Corporate Governance
Current members of the Variable Compensation Committee are:• Caio Marcio de Ávila Martins
Pinhão, Board Member of Iochpe-Maxion.
• Nildemar Secches, Board Member of Iochpe-Maxion.
Independent AuditorsIn compliance with Instruction no.
381 of Brazil’s Securities and Exchange Commission (CVM), we hereby inform that during fiscal year 2006, Iochpe-Maxion and its subsidiaries hired services unrelated to the independent
audit in the amount of R$484 thousand, equivalent to 125% of the amount of fees paid for the independent audit services, related to its participation in courses and tax-related advisory services on the Brazilian legislation. After consulting its independent auditors, Iochpe-Maxion concluded that these services did not affect their independency and objectivity, due to the definition of the purpose and procedures performed. Iochpe-Maxion complies with the regulations that set forth restrictions to services that can be provided by independent auditors.
Advisory Committees (cont’d)
p.60Annual Report 2006
1�.Outlook
Agricultural segment should have a positive impact on domestic market of trucks and agricultural machinery.
Export of railway castings and wheels and speed-up the introduction of new products and services: strategy to face new decline in the demand for railway cars.
A recovery of the domestic demand is expected for 2007, due to the drop in interest rates, moderate growth of the GDP and better conditions for agriculture, as a result of the increase in the prices of agricultural commodities in the international market.
However, automakers’ exports should experience a decrease in 2007, due to the constant appreciation of the real. As a result, the Brazilian production of vehicles will not grow as much as the domestic demand.
Maxion Sistemas Automotivos’s expansion will rely on new projects already approved, on the expansion of its exports, and the continuous attention to its cost structure, based on
a strict financial discipline and constant search for new growth opportunities. In addition, it will face the challenge of implementing its commercial vehicle wheels manufacturing plant in China, a very important project for the Company’s strategic horizon.
The railway freight cars market points to a new retraction in the domestic demand for 2007, while recovery is already expected for 2008. Accordingly, Amsted Maxion will follow its strategy of growing exports of railway castings and wheels, as well as industrial castings, in order to mitigate the impact of the retraction in the railway car segment.
p.61Annual Report 2006
1�.Corporate Information
Investor RelationsIochpe-Maxion S.A.Rua Luigi Galvani, 146 – 13º andar04575-020 – São Paulo, SP – BrasilTel.: 55 (11) 5508-3800 Fax: 55 (11) 5506-7353Oscar A. F. Becker e-mail: [email protected]: www.iochpe-maxion.com.br
Shareholder Service and Book-Entry SharesBanco Bradesco S.A.Departamento de Ações e CustódiaCidade de Deus – Prédio Amarelo – 2º andar06029-900 – Osasco, SP – BrasilAll branches of Banco Bradesco S.A. are prepared to assist Iochpe-Maxion’s shareholders.site: www.bradescocustodia.com.br
Depositary Bank of Level 1 ADRs – Ticker Symbol: IOCJY101 Braclay Street – 22nd WestNew York, NY 10286United States of Americasite: www.adrbny.com
Trading on the Stock ExchangeIochpe-Maxion’s shares are traded on all Brazilian Stock Exchanges. However, most of them are traded on the São Paulo Stock Exchange, Bovespa (ticker symbols: MYPK3 – voting shares, and MYPK4 – non-voting shares).
Board of DirectorsIvoncy Brochmann Ioschpe – Chairman Caio Marcio de Ávila Martins Pinhão – DirectorDaniel Ioschpe – Director Iboty Brochmann Ioschpe – DirectorJorge Eduardo Martins Moraes – DirectorMauro Litwin Iochpe – DirectorNildemar Secches – DirectorMauro Knijnik – Director
Audit BoardAdemar Rui BratzIsabel S. Ramos KemmelmeierMaurício Diácoli
Executive OfficersDan Ioschpe – Chief Executive Officer Oscar A. F. Becker – Chief Financial Officer and Investor Relations Director Armando Ulbricht Jr. – Executive Director Marcos Luchese – Executive Director
Director Superintendents – Subsidiary and Joint VentureAmsted Maxion Fundição and Equipamentos Ferroviários S.A. – José Antônio Correia Rodrigues
Maxion Sistemas Automotivos Ltda. • Wheel and Frames Division –
Armando Ulbricht Jr.• Automotive Components Division
– Marcos Luchese
p.62Annual Report 2006
Corporate Information
Advisory Committees
Audit CommitteeMauro KnijnikMauro Litwin IochpePedro Ozires Predeus Variable Compensation CommitteeCaio Marcio de Ávila Martins PinhãoNildemar Secches
Independent AuditorsKPMG Auditores IndependentesCRC 2SP014428/O-6
Addresses
Iochpe-Maxion S.A.Rua Luigi Galvani, 146 – 13º andar04575-020 – São Paulo – SP – BrasilTel.: 55 (11) 5508-3800Fax: 55 (11) 5506-7353e-mail: [email protected]: www.iochpe-maxion.com.br
Amsted Maxion Fundição e Equipamentos Ferroviários S.A.Rua Dr. Othon Barcellos, 7712730-010 – Cruzeiro – SP – BrasilTel.: 55 (12) 3184-1000Fax: 55 (12) 3144-4018e-mail: [email protected]: www.amsted-maxion.com.br
Maxion Sistemas Automotivos Ltda. Maxion Sistemas Automotivos – Wheel and Frames DivisionRua Dr. Othon Barcellos, 8312730-900 – Cruzeiro – SP – BrasilTel.: 55 (12) 3184-1000Fax: 55 (12) 3144-0403e-mail: [email protected]: www.maxioncr.com.br
Maxion Sistemas Automotivos – Automotive Components DivisionRua Haeckel Ben Hur Salvador, 10032010-120 – Contagem – MG – BrasilTel.: (31) 2191-1500 – Fax: (31) 2191-1690e-mail: [email protected]: www.maxion.ind.br