Martinrea International
Annual Report 2016

Plain-text annual report

MMAARRTTIINNRREEAA IINNTTEERRNNAATTIIOONNAALL IINNCC.. REPORT TO SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2016 MESSAGE TO SHAREHOLDERS Welcome to 2017, a year of promise and opportunity, a year in which we foresee continued advancement in our quality, safety, employee satisfaction, level of customer delight with our product offerings, operational excellence, and financial metrics. Every day we focus on our vision for the future—to be the best, preferred and most valued supplier in the world in the products and services we provide our customers. Every day we strive to deliver on our mission, providing outstanding quality products and services to our customers; meaningful opportunity, job satisfaction and job security for our people through competitiveness and prudent growth; superior long term returns to our stakeholders; and positive contributions to our communities as good corporate citizens. Every day we focus on our culture, driving it through the organization, as we apply our Ten Guiding Principles: 1. 2. 3. 4. 5. 6. 7. 8. 9. We make great, high quality products Every plant/division must be a centre of excellence Be disciplined. Discipline is key We attract, train and work with excellent people, and we motivate our people to perform well We are a team Challenges make us better Think different Work hard, play hard The golden rule – show dignity and respect 10. Our leadership team has to drive these messages consistently and simply. Leadership means having the will to ensure we get the right things done the right way. Peter Drucker once stated that culture trumps strategy every time and, while we all understand the importance of great strategy, we believe that is a great foundational statement for the long term health of a firm. Martinrea is still a young company; it has grown very rapidly over the last decade and a half, and we have grown by building greenfield facilities and acquiring a variety of assets, many of which required restructuring and nurturing. We have done this all in order to build a long term stable footprint from which we can compete with anyone in servicing our customers. But the real long term strength of the firm depends also on creating a strong cultural foundation, so that the whole becomes more than the sum of its sometimes very disparate parts. That is what we are doing. The results are becoming increasingly evident not just to us, but to our customers, suppliers, stakeholders and of course our people. 1 In 2016 we rolled out our Martinrea 2.0 framework as the foundation to become a great company - diverse people and groups working together to be One Company. Martinrea 2.0 is principle centered to promote specific behaviours to create a strong culture. Martinrea 2.0 is working well, as a cultural basis for our four pillar strategy:  A High Performance Culture, supported by engaging and developing our people  Operational Excellence, using lean thinking and tools, learning by doing to attack waste, lowering cost and continually improving profitability  Financial Management, increasing financial capability and responsibly managing all business aspects efficiently  Customer is King, assuring profitable growth by being the best of suppliers with our Casper the Ghost approach (the supplier is invisible as being a problem free supplier that can be counted on to deliver without issue) creating customer enthusiasm with our benchmark approach. We are pleased with our progress and expect to continue to build on it in 2017 and beyond. We produce structural parts and assemblies and, in so doing, are a lightweighting company. We believe that our lightweighting initiatives, in both steel and aluminum products, are bearing fruit and will continue to do so. We are continuously working on the development and evolution of core metallic products to reduce vehicle weight and CO2 contribution, improving overall vehicle efficiency in terms of miles per gallon or distance per electrical charge. Lightweighting is here to stay, being driven by regulation, but also by market trends and consumer preference. Lightweighting means increasing the use of aluminum in a vehicle. We make engine blocks and structural parts, hollow and solid, to satisfy this growing need. Lightweighting means increasing the use of high strength steels, or of techniques that help to lighten the vehicle while maintaining safety standards. That is one of our manufacturing strengths. Lightweighting means working on structures and assemblies that can combine the use of different materials in various combinations. Our assembly expertise positions us in the sweet spot of specializing in this area. So, whether we are working on B Pillars, cross members, control arms, battery trays, engine cradles or steel and aluminum hybrid components, we are positioned in the lightweighting sweet spot. Frankly, whether the future vehicles are gasoline-powered, hybrid, plug in hybrid, electric, fuel cell, with driver or not, structures will still matter and lightweighted structures, yet strong and durable, will matter more. We are a market leader in this area. We are also a fluid management systems company, and a very successful one. We have taken two companies, acquired in 2002, and developed a business that is leading edge in its field, producing environmentally friendly fluid systems, which reduce pollution and have environmentally friendly coatings. We have grown to be one of the market leaders, not just in North America, but worldwide with our expansions in Europe and China, with both greenfield operations now profitable. Our products will remain in demand for a very long time, as we provide fluid systems to internal combustion engine, electric and hybrid vehicles. 2 The year 2016 was a great year for us in many respects: - - - - - - - - We recorded record revenues of just under $4.0 billion, up approximately 3% from 2015 We achieved record earnings performance, with adjusted net earnings of approximately $130 million, up 9.5% from 2015, or fully diluted adjusted net earnings per share of $1.50, the best performance in our history, and our eighth consecutive year of increased adjusted earnings Our adjusted operating income margins increased to 5% for the year, up from 4.6% last year and 4.1% in 2014, as we move towards our publicly announced target of 6% by the end of 2017 We achieved record adjusted EBITDA performance in 2016 of $350 million, up from $318 million in 2015, representing a 10.3% increase Our net debt:adjusted EBITDA ratio ended the year at 1.89:1, compared to 2.17:1 at the end of 2015 and 2.37:1 at the end of 2014, as we continue to trend to our targeted net debt:adjusted EBITDA ratio of 1.5:1 by the end of 2017 We continued to advance our quality, and received multiple customer quality awards, including top supplier awards from Ford, GM and FCA, our three largest customers. We also have received supplier diversity awards as we work with a culturally diverse supply base We launched over 70 new programs in 2016, all successfully Company wide safety performance continued to improve to better than industry averages, as we strive towards our goal of being an industry leader in safety. This improvement is notable as it comes at a time that we were opening many new plants and expansions. In sum, our Company continues to deliver improved operational and financial performance and put pucks in the net, and we will be doing the same going forward. We thank all our stakeholders for their continuing support. We thank our employees, who are driving the success of Martinrea 2.0. We thank our customers, who continue to support us. We thank our communities, which we serve, our lenders who have always been there for us, and our shareholders. If we keep putting pucks in the net, share value will increase over time. As one industry observer stated recently, when commenting on valuations in our industry, at some point, making money has got to count for something! We agree. We serve all our stakeholders with respect, and we will continue to do our very best for you in 2017 and beyond. Our future is there for us to achieve great things. (Signed) “Rob Wildeboer” (Signed) “Pat D’Eramo” Rob Wildeboer Executive Chairman Pat D’Eramo President and Chief Executive Officer 3 MMAANNAAGGEEMMEENNTT DDIISSCCUUSSSSIIOONN AANNDD AANNAALLYYSSIISS OOFF OOPPEERRAATTIINNGG RREESSUULLTTSS AANNDD FFIINNAANNCCIIAALL PPOOSSIITTIIOONN FFoorr tthhee YYeeaarr eennddeedd DDeecceemmbbeerr 3311,, 22001166 The following management discussion and analysis (“MD&A”) was prepared as of March 2, 2017 and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016 together with the notes thereto. All amounts in this MD&A are in Canadian dollars, unless otherwise stated; and all tabular amounts are in thousands of Canadian dollars, except earnings per share and number of shares. Additional information about the Company, including the Company’s Annual Information Form for the year ended December 31, 2016, can be found at www.sedar.com. OVERVIEW Martinrea International Inc. (TSX:MRE) (“Martinrea” or the “Company”) is a leader in the development and production of quality metal parts, assemblies and modules, fluid management systems and complex aluminum products focused primarily on the automotive sector. Martinrea currently employs approximately 15,000 skilled and motivated people in 44 operating divisions in Canada, the United States, Mexico, Brazil, Germany, Slovakia, Spain and China. Martinrea’s vision for the future is to be the best, preferred and most valued automotive parts supplier in the world in the products and services we provide our customers. The Company’s mission is to deliver: outstanding quality products and services to our customers; meaningful opportunity, job satisfaction and job security to our people through competitiveness and prudent growth; superior long-term investment returns to our stakeholders; and positive contributions to our communities as good corporate citizens. Results of operations may include certain unusual and other items which have been separately disclosed, where appropriate, in order to provide a clear assessment of the underlying Company results. In addition to IFRS measures, management uses non-IFRS measures in the Company’s disclosures that it believes provide the most appropriate basis on which to evaluate the Company’s results. OVERALL RESULTS The following table sets out certain highlights of the Company’s performance for the years ended December 31, 2016 and 2015. Refer to the Company’s audited consolidated financial statements for the year ended December 31, 2016 for a detailed account of the Company’s performance for the periods presented in the table below. Year ended December 31, 2016 3,968,407 432,050 159,444 91,961 92,380 1.07 1.07 197,707 5.0% 350,357 8.8% 130,085 $ $ $ $ $ Year ended December 31, 2015 3,866,771 402,232 161,761 107,173 107,030 1.25 1.24 $ Change % Change 2.6% 101,636 29,818 7.4% (1.4%) (2,317) (14.2%) (15,212) (13.7%) (14,650) (14.4%) (0.18) (13.7%) (0.17) 178,870 4.6% 317,750 8.2% 18,837 10.5% 32,607 10.3% 118,788 11,297 1.51 1.50 $ $ 1.38 1.38 0.13 0.12 9.5% 9.4% 8.7% Sales Gross Margin Operating Income Net Income for the period Net Income Attributable to Equity Holders of the Company Net Earnings per Share – Basic Net Earnings per Share – Diluted Non-IFRS Measures* Adjusted Operating Income % of sales Adjusted EBITDA % of sales Adjusted Net Income Attributable to Equity Holders of the Company Adjusted Net Earnings per Share - Basic Adjusted Net Earnings per Share - Diluted $ $ $ $ $ $ $ Page 1 ▌Martinrea International Inc. The following table sets out a detailed account of the Company’s performance for the fourth quarters of 2016 and 2015 (unaudited). Three months ended December 31, 2016 Three months ended December 31, 2015 Sales Cost of sales (excluding depreciation) Depreciation of property, plant and equipment (production) Gross Margin Research and development costs Selling, general and administrative expense Depreciation of property, plant and equipment (non-production) Amortization of customer contracts and relationships Restructuring costs Loss on disposal of property, plant and equipment Operating Income Finance costs Other finance income Income before income taxes Income tax expense Net Income for the period Net Income Attributable to Equity Holders of the Company Net Earnings per Share – Basic and Diluted Non-IFRS Measures* Adjusted Operating Income % of sales Adjusted EBITDA % of sales Adjusted Net Income Attributable to Equity Holders of the Company Adjusted Net Earnings per Share – Basic and Diluted $ $ $ $ $ $ $ *Non-IFRS Measures 990,407 $ (852,732) (33,363) 104,312 (7,239) (47,971) (2,258) (597) - (271) 45,976 $ (6,084) 661 40,553 $ (9,923) 30,630 30,753 $ 0.36 $ 45,976 $ 4.6% 86,072 8.7% 30,753 0.36 $ $ Change % Change (4.3%) (5.2%) 3.6% 0.5% 45.4% (6.0%) 8.5% 14.1% (100.0%) (48.2%) 7.0% 4.2% (23.7%) 6.7% (2.5%) 10.1% 10.9% 12.5% (44,907) 46,559 (1,169) 483 (2,259) 3,056 (176) (74) 1,718 252 3,000 (247) (205) 2,548 256 2,804 3,022 0.04 1,282 2.9% 2,811 3.4% 1,035,314 (899,291) (32,194) 103,829 (4,980) (51,027) (2,082) (523) (1,718) (523) 42,976 (5,837) 866 38,005 (10,179) 27,826 27,731 0.32 44,694 4.3% 83,261 8.0% 29,059 1,694 0.34 0.02 5.8% 5.9% The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”). However, the Company considers certain non-IFRS financial measures as useful additional information in measuring the financial performance and condition of the Company. These measures, which the Company believes are widely used by investors, securities analysts and other interested parties in evaluating the Company’s performance, do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-IFRS measures include “Adjusted Net Income”, “Adjusted Net Earnings per Share (on a basic and diluted basis)”, “Adjusted Operating Income” and "Adjusted EBITDA”. The following tables provide a reconciliation of IFRS “Net Income Attributable to Equity Holders of the Company” to Non-IFRS “Adjusted Net Income Attributable to Equity Holders of the Company”, “Adjusted Operating Income” and “Adjusted EBITDA”: Net Income Attributable to Equity Holders of the Company Unusual and Other Items (after-tax)* Adjusted Net Income Attributable to Equity Holders of the Company $ $ Three months ended December 31, 2016 Three months ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 30,753 $ - 30,753 $ 27,731 $ 1,328 29,059 $ 92,380 $ 107,030 37,705 11,758 130,085 $ 118,788 *Unusual and other items are explained in the "Adjustments to Net Income" section of this MD&A Page 2 ▌Martinrea International Inc. Three months ended December 31, 2016 Three months ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 Net Income Attributable to Equity Holders of the Company Non-controlling interest Income tax expense Other finance expense (income) Finance costs Unusual and Other Items (before-tax)* Adjusted Operating Income Depreciation of property, plant and equipment Amortization of intangible assets Loss/(gain) on disposal of property, plant and equipment Adjusted EBITDA $ $ $ 30,753 $ (123) 9,923 (661) 6,084 - 45,976 $ 35,621 4,204 271 86,072 $ 27,731 $ 95 10,179 (866) 5,837 1,718 44,694 $ 34,276 3,768 523 83,261 $ 92,380 $ (419) 41,378 1,909 24,196 38,263 197,707 $ 136,344 15,959 347 350,357 $ 107,030 143 34,247 (4,925) 25,266 17,109 178,870 124,872 14,238 (230) 317,750 Unusual and other items are explained in the "Adjustments to Net Income" section of this MD&A The year-over-year changes in significant accounts and financial highlights are discussed in detail in the sections below. SALES Three months ended December 31, 2016 to three months ended December 31, 2015 comparison North America Europe Rest of the World Total Sales Three months ended December 31, 2016 $ $ 803,265 $ 148,977 38,165 990,407 $ Three months ended December 31, 2015 837,607 166,870 30,837 1,035,314 $ Change (34,342) (17,893) 7,328 (44,907) % Change (4.1%) (10.7%) 23.8% (4.3%) The Company’s consolidated sales for the fourth quarter of 2016 decreased by $44.9 million or 4.3% to $990.4 million as compared to $1,035.3 million for the fourth quarter of 2015. The total decrease in sales was driven by decreases in the North America and Europe operating segments partially offset by an increase in sales in the Rest of the World. Sales for the fourth quarter of 2016 in the Company’s North America operating segment decreased by $34.3 million or 4.1% to $803.3 million from $837.6 million for the fourth quarter of 2015. The decrease was due to lower year-over-year OEM production volumes on certain light-vehicle platforms including the Chrysler 200, Ford Escape/Focus, Ford Fusion and other platforms late in their product life cycle such as the GM Equinox, and programs that ended production during or subsequent to the fourth quarter of 2015. These negative factors were partially offset by the impact of foreign exchange on the translation of U.S. denominated production sales, which had a positive impact on overall sales for the fourth quarter of 2016 of approximately $2.5 million as compared to the fourth quarter of 2015; a $52.9 million increase in tooling sales, which are typically dependent on the timing of tooling construction and final acceptance by the customer; and the launch of new programs during or subsequent to the fourth quarter of 2015, including the Chevrolet Malibu, Cadillac CT6, and Chrysler Pacifica. Sales for the fourth quarter of 2016 in the Company’s Europe operating segment decreased by $17.9 million or 10.7% to $149.0 million from $166.9 million for the fourth quarter of 2015. The decrease can be attributed to lower overall production volumes in the Company’s Martinrea Honsel German operations, a $0.4 million negative foreign exchange impact from the translation of Euro denominated production sales as compared to the fourth quarter of 2015, and a $7.4 million decrease in tooling sales; partially offset by increased production sales in the Company’s new operating facility in Spain, which continues to ramp up and execute its backlog of new business. Sales for the fourth quarter of 2016 in the Company’s Rest of the World operating segment increased by $7.3 million or 23.8% to $38.2 million from $30.8 million for the fourth quarter of 2015. The increase was predominantly due to a year-over-year increase in production sales in the Company’s two new operating facilities in China, which continue to ramp up and execute on their backlogs of new business; partially offset by a $0.3 million negative foreign exchange impact from the translation of foreign denominated production Page 3 ▌Martinrea International Inc. sales as compared to the fourth quarter of 2015, and a $0.9 million decrease in tooling sales. Production volumes and sales for the fourth quarter in the Company’s operating facility in Brazil increased slightly year-over-year however still continue to trend at low levels. Overall tooling sales increased by $44.6 million to $107.2 million for the fourth quarter of 2016 from $62.6 million for the fourth quarter of 2015. Year ended December 31, 2016 to year ended December 31, 2015 comparison North America Europe Rest of the World Total Sales Year ended December 31, 2016 Year ended December 31, 2015 $ $ 3,212,128 $ 633,290 122,989 3,968,407 $ 3,094,463 684,215 88,093 3,866,771 $ Change 117,665 (50,925) 34,896 101,636 % Change 3.8% (7.4%) 39.6% 2.6% The Company’s consolidated sales for the year ended December 31, 2016 increased by $101.6 million or 2.6% to $3,968.4 million as compared to $3,866.8 million for the year ended December 31, 2015. The total increase in sales was driven by increases in the Company’s North America and Rest of the World operating segments, partially offset by a year-over-year decrease in sales in Europe. Sales for the year ended December 31, 2016 in the Company’s North America operating segment increased by $117.7 million or 3.8% to $3,212.1 million from $3,094.5 million for the year ended December 31, 2015. The increase was due to the impact of foreign exchange on the translation of U.S. denominated production sales, which had a positive impact on overall sales for the year ended December 31, 2016 of approximately $132.6 million as compared to the comparative period of 2015; the launch of new programs during or subsequent to the year ended December 31, 2015, including the Chevrolet Malibu, Ford Edge, Cadillac CT6 and higher overall volumes on the Chrysler mini-van platform; and a year-over-year increase in tooling sales of $100.2 million. These positive variances were partially offset by lower year-over-year OEM production volumes on certain light-vehicle platforms including the Chrysler 200, Ford Escape/Focus and other platforms late in their product life cycle such as the GM Equinox, and programs that ended production during or subsequent to the year ended December 31, 2015; some previously unplanned shutdowns from GM of four assembly plants for two weeks because of an earthquake in Japan disrupting the supply chain; and the planned shutdown of Chrysler’s V6 Pentastar engine block for re-tooling. The planned shutdown of Chrysler’s V6 Pentastar engine block program for re-tooling commenced during the fourth quarter of 2015 and was completed near the end of the first quarter of 2016. Volumes on the program ramped up during the second quarter but did not return to historical levels until the end of June 2016. Sales for the year ended December 31, 2016 in the Company’s Europe operating segment decreased by $50.9 million or 7.4% to $633.3 million from $684.2 million for the year ended December 31, 2015. The decrease can be attributed to a $13.7 million decrease in tooling sales and lower overall production volumes in the Company’s Martinrea Honsel German operations including the impact from the sale of the Company’s operating facility in Soest, Germany on August 31, 2015; partially offset by increased production sales in the Company’s operating facilities in Spain and Slovakia, which continue to ramp up and execute their backlogs of new business, and the impact of foreign exchange on the translation of Euro denominated production sales, which had a positive impact on overall sales for the year ended December 31, 2016 of approximately $24.2 million as compared to the comparable period of 2015. Sales for the year ended December 31, 2016 in the Company’s Rest of the World operating segment increased by $34.9 million or 39.6% to $123.0 million from $88.1 million for the year ended December 31, 2015. The increase can be attributed to an increase in production sales in the Company’s two new operating facilities in China, which continue to ramp up and execute on their backlogs of new business, and a $4.3 million increase in tooling sales; partially offset by the translation of foreign denominated production sales, which had a negative impact on overall sales for the year ended December 31, 2016 of $1.4 million as compared to the comparative period of 2015, and lower year-over-year production sales in the Company’s operating facility in Brazil where OEM light vehicle production volumes continue to trend at low levels. The year-over-year increase in sales in the Company’s operations in China was tempered by an unplanned OEM shutdown of one of its key light vehicle platforms during the second quarter. The program was down for seven weeks during the second quarter and came back online in July, 2016. Overall tooling sales increased by $90.8 million to $252.9 million for the year ended December 31, 2016 from $162.1 million for the year ended December 31, 2015. Page 4 ▌Martinrea International Inc. GROSS MARGIN Three months ended December 31, 2016 to three months ended December 31, 2015 comparison Gross margin % of sales Three months ended December 31, 2016 $ 104,312 $ 10.5% Three months ended December 31, 2015 103,829 10.0% $ Change 483 % Change 0.5% The gross margin percentage for the fourth quarter of 2016 of 10.5% increased as a percentage of sales by 0.5% as compared to the gross margin percentage for the fourth quarter of 2015 of 10.0%. The increase in gross margin as a percentage of sales was generally due to: • • productivity and efficiency improvements at certain operating facilities; and recently added new greenfield operating facilities which continue to ramp up and execute their backlogs of business. These factors were partially offset by the following: • • • an increase in tooling sales which typically earn low or no margins for the Company; operational inefficiencies and other costs at certain other facilities; and general sales mix including lower production volumes on certain programs. Year ended December 31, 2016 to year ended December 31, 2015 comparison Gross margin % of sales Year ended December 31, 2016 Year ended December 31, 2015 $ 432,050 $ 10.9% 402,232 10.4% $ Change 29,818 % Change 7.4% The gross margin percentage for the year ended December 31, 2016 of 10.9% increased as a percentage of sales by 0.5% as compared to the gross margin percentage for the year ended December 31, 2015 of 10.4%. Similar to the year-over-year fourth quarter increase explained above, the annual increase in gross margin as a percentage of sales was generally due to: • • productivity and efficiency improvements at certain operating facilities; and recently added new greenfield operating facilities which continue to ramp up and execute their backlogs of business. These factors were partially offset by the following: • • • an increase in tooling sales which typically earn low or no margins for the Company; operational inefficiencies and other costs at certain other facilities; and general sales mix including lower production volumes on certain programs. SELLING, GENERAL & ADMINISTRATIVE ("SG&A") Three months ended December 31, 2016 to three months ended December 31, 2015 comparison Selling, general & administrative % of sales Three months ended December 31, 2016 $ 47,971 $ 4.8% Three months ended December 31, 2015 51,027 4.9% $ Change (3,056) % Change (6.0%) SG&A expense for the fourth quarter of 2016 decreased by $3.0 million to $48.0 million as compared to $51.0 million for the fourth quarter of 2015. As a result, SG&A expense as a percentage of sales decreased slightly year-over-year to 4.8% for the fourth quarter of 2016 from 4.9% for the fourth quarter of 2015. SG&A expenses are being monitored and managed on a continuous basis in order to optimize costs. Page 5 ▌Martinrea International Inc. Year ended December 31, 2016 to year ended December 31, 2015 comparison Selling, general & administrative % of sales Year ended December 31, 2016 Year ended December 31, 2015 $ 198,109 $ 5.0% 193,610 5.0% $ Change 4,499 % Change 2.3% SG&A expense, before adjustments, for the year ended December 31, 2016 increased by $4.5 million to $198.1 million as compared to $193.6 million for the year ended December 31, 2015. Excluding the unusual and other item recorded in SG&A expense incurred during the year ended December 31, 2015 as explained in Table B under “Adjustments to Net Income”, SG&A expense for the year ended December 31, 2016 increased by $5.9 million to $198.1 million from $192.2 million for the comparative period of 2015. The increase is predominantly due to costs incurred at new and/or expanded facilities, including incremental employment levels to support the business. Excluding the unusual and other item recorded in SG&A expense incurred during the year ended December 31, 2015 as explained in Table B under “Adjustments to Net Income”, SG&A expense as a percentage of sales remained consistent year-over-year at 5.0%. DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT ("PP&E") AND AMORTIZATION OF INTANGIBLE ASSETS Three months ended December 31, 2016 to three months ended December 31, 2015 comparison Three months ended December 31, 2016 Depreciation of PP&E (production) Depreciation of PP&E (non-production) Amortization of customer contracts and relationships Amortization of development costs Total depreciation and amortization $ $ 33,363 $ 2,258 597 3,607 39,825 $ Three months ended December 31, 2015 32,194 2,082 $ Change 1,169 176 % Change 3.6% 8.5% 523 3,245 38,044 74 362 1,781 14.1% 11.2% 4.7% Total depreciation and amortization expense for the fourth quarter of 2016 increased by $1.8 million to $39.8 million as compared to $38.0 million for the fourth quarter of 2015. The increase in total depreciation and amortization expense was primarily due to an increase in depreciation expense on a larger PP&E base resulting from equipment purchases to support new and replacement business. The year-over-year increase in total depreciation and amortization expense was partially offset by lower depreciation expense recognized at an operating facility in Detroit, Michigan due to certain assets having been impaired during the second quarter of 2016 as explained in Table B under “Adjustments to Net Income”. A significant portion of the Company’s recent investments relates to various new and replacement programs that commenced during or subsequent to the fourth quarter of 2015. The Company continues to make significant investments in the business in light of its backlog of business and growing global footprint. Depreciation of PP&E (production) expense as a percentage of sales increased slightly year-over-over to 3.4% for the fourth quarter of 2016 from 3.1% for the fourth quarter of 2015 due to lower year-over-year sales as previously discussed. Year ended December 31, 2016 to year ended December 31, 2015 comparison Year ended December 31, 2016 Year ended December 31, 2015 Depreciation of PP&E (production) Depreciation of PP&E (non-production) Amortization of customer contracts and relationships Amortization of development costs Total depreciation and amortization $ $ 127,617 $ 8,727 2,307 13,652 152,303 $ 117,387 7,485 2,134 12,104 139,110 $ Change 10,230 1,242 % Change 8.7% 16.6% 173 1,548 13,193 8.1% 12.8% 9.5% Total depreciation and amortization expense for the year ended December 31, 2016 increased by $13.2 million to $152.3 million as compared to $139.1 million for the year ended December 31, 2015. The increase was due to foreign currency translation and, similar to the year-over-year quarterly trend, an increase in depreciation expense on a larger PP&E base resulting from equipment purchases Page 6 ▌Martinrea International Inc. to support new and replacement business, and increased amortization of development costs as new and replacement programs, for which development costs were incurred, started production and reached peak volumes. The year-over-year increase in total depreciation and amortization expense was partially offset by lower depreciation expense recognized at an operating facility in Detroit, Michigan due to certain assets having been impaired during the second quarter of 2016 as explained in Table B under “Adjustments to Net Income”. Depreciation of PP&E (production) expense as a percentage of sales increased slightly year-over-year to 3.2% for the year ended December 31, 2016 compared to 3.0% for the year ended December 31, 2015 as recent investments in equipment were put to use, partially offset by higher year-over-year sales as previously discussed. ADJUSTMENTS TO NET INCOME (ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY) Adjusted Net Income excludes certain unusual and other items, as set out in the following tables and described in the notes thereto. Management uses Adjusted Net Income as a measurement of operating performance of the Company and believes that, in conjunction with IFRS measures, it provides useful information about the financial performance and condition of the Company. TABLE A Three months ended December 31, 2016 to three months ended December 31, 2015 comparison NET INCOME (A) $30,753 $27,731 $3,022 For the three months ended For the three months ended December 31, 2016 (a) December 31, 2015 (b) (a)-(b) Change Add back - Unusual and Other Items: Restructuring costs (2) TOTAL UNUSUAL AND OTHER ITEMS BEFORE TAX Tax impact of above items TOTAL UNUSUAL AND OTHER ITEMS AFTER TAX (B) - - - - 1,718 (1,718) $1,718 ($1,718) (390) 390 $1,328 ($1,328) ADJUSTED NET INCOME (A + B) $30,753 $29,059 $1,694 Number of Shares Outstanding – Basic (‘000) Adjusted Basic Net Earnings Per Share Number of Shares Outstanding – Diluted (‘000) Adjusted Diluted Net Earnings Per Share 86,404 $0.36 86,466 $0.36 86,345 $0.34 86,730 $0.34 Page 7 ▌Martinrea International Inc. TABLE B Year ended December 31, 2016 to year ended December 31, 2015 comparison NET INCOME (A) $92,380 $107,030 ($14,650) For the year ended December 31, 2016 (a) For the year ended December 31, 2015 (b) (a)-(b) Change Add back - Unusual and Other Items: Impairment of assets (1) Restructuring costs (2) Executive separation agreement (3) Loss on sale of assets and liabilities held for sale (4) TOTAL UNUSUAL AND OTHER ITEMS BEFORE TAX Tax impact of above items (5) TOTAL UNUSUAL AND OTHER ITEMS AFTER TAX (B) 34,579 3,684 - - $38,263 (558) $37,705 - 34,579 (11,653) (1,402) (370) 15,337 1,402 370 $17,109 $21,154 (5,351) 4,793 $11,758 $25,947 ADJUSTED NET INCOME (A + B) $130,085 $118,788 $11,297 Number of Shares Outstanding – Basic (‘000) Adjusted Basic Net Earnings Per Share Number of Shares Outstanding – Diluted (‘000) Adjusted Diluted Net Earnings Per Share (1) Impairment of assets 86,389 $1.51 86,527 $1.50 85,863 $1.38 86,369 $1.38 During the second quarter of 2016, the Company recorded impairment charges on PP&E, intangible assets and inventories totaling $34.6 million (US $26.6 million) related to an operating facility in Detroit, Michigan included in the North America operating segment. The impairment charges resulted from the cancellation of the main OEM light vehicle platform being serviced by the facility, representing the majority of the business, well before the end of its expected life cycle. This led to a decision to close the facility. The impairment charges were recorded where the carrying amount of the assets exceeded their estimated recoverable amounts. (2) Restructuring costs As part of the acquisition of Honsel in 2011, a certain level of restructuring activity was contemplated, in particular, at the Company’s German operating facility in Meschede, Germany. In connection with these restructuring activities, $1.8 million (€1.2 million) of employee related severance was recognized during the second quarter of 2016 and $15.3 million (€10.9 million) was recognized during 2015 of which $13.6 million (€9.7 million) was recognized during the third quarter of 2015 and $1.7 million (€1.2 million) was recognized during the fourth quarter of 2015 (including $0.3 million relating to the right sizing of the Company’s facility in Brazil). No further costs related to this restructuring are expected to be incurred. Other additions to the restructuring accrual during the second quarter of 2016 totaled $1.9 million (US$1.4 million) and represent employee related payouts resulting from the closure of the operating facility in Detroit, Michigan as described above. (3) Executive separation agreement On July 14, 2015, Danny Infusino stepped down as the Company’s Executive Vice President of Business Development and Engineering and Vice President of Operations. The costs added back for Adjusted Net Income purposes represents Mr. Infusino’s termination benefits (included in SG&A expense) as set out in his employment contract payable over an eighteen month period. Page 8 ▌Martinrea International Inc. (4) Loss on sale of assets and liabilities held for sale During the second quarter of 2015, certain assets and liabilities of the Company’s operating facility in Soest, Germany were transferred to assets held for sale. The Soest facility specialized in aluminum extrusions which the Company determined was not core to the strategy of the overall business going forward. The agreement to sell the Soest facility was closed on August 31, 2015. The net assets were sold for proceeds of $20.6 million (€14.6 million) resulting in a pre-tax loss on sale of $0.4 million (€0.3 million). (5) Tax impact of above items (For the year ended December 31, 2016) The tax impact of the adjustments recorded to income during the second quarter of 2016 (and reflected in the unusual and other items recognized during the year ended December 31, 2016) of $0.6 million represents solely the corresponding tax effect on the $1.8 million in restructuring costs incurred in Meschede, Germany. The $34.6 million in impairment charges and $1.9 million in restructuring costs related to the closure of the operating facility in Detroit, Michigan, as described above, resulted in tax losses that were not benefitted and, as a result, not recognized as a deferred tax asset. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of taxable temporary differences; however, forming a conclusion on the realization of deferred tax assets requires judgment when there are recent tax losses. NET INCOME (ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY) Three months ended December 31, 2016 to three months ended December 31, 2015 comparison Net Income Adjusted Net Income Net Earnings per Share Basic Diluted Adjusted Net Earnings per Share Basic Diluted Three months ended December 31, 2016 $ $ $ $ $ $ 30,753 $ 30,753 $ 0.36 $ 0.36 $ 0.36 $ 0.36 $ Three months ended December 31, 2015 27,731 29,059 $ Change 3,022 1,694 % Change 10.9% 5.8% 0.32 0.32 0.34 0.34 Net Income, before adjustments, for the fourth quarter of 2016 increased by $3.1 million to $30.8 million from $27.7 million for the fourth quarter of 2015. Excluding the unusual and other items incurred during the fourth quarter of 2015 as explained in Table A under “Adjustments to Net Income”, net income for the fourth quarter of 2016 increased to $30.8 million or $0.36 per share, on a basic and diluted basis, from $29.1 million or $0.34 per share, on a basic and diluted basis, for the fourth quarter of 2015. Adjusted Net Income for the fourth quarter of 2016, as compared to the fourth quarter of 2015, was positively impacted by the following: • • • • • slightly higher gross profit despite an overall decrease in year-over-year sales as previously explained; productivity and efficiency improvements at certain operating facilities; recently added new greenfield operating facilities which continue to ramp up and execute their backlogs of business; a year-over-year decrease in SG&A expense as previously discussed; and a lower effective tax rate on adjusted pre-tax 2016 income due generally to the mix of earnings (24.5% for the fourth quarter of 2016 compared to 26.6% for the fourth quarter of 2015). Page 9 ▌Martinrea International Inc. These factors were partially offset by the following: • • • operational inefficiencies and other costs at certain other facilities; general sales mix including lower production volumes on certain programs; and an increase in product and process research and development activity and, to a lesser extent, an increase in the amortization of program specific development costs as previously discussed. Three months ended December 31, 2016 actual to guidance comparison: On November 3, 2016, the Company provided the following guidance for the fourth quarter of 2016: Production sales (in millions) Adjusted Net Earnings per Share Basic & Diluted Guidance 860 - 900 0.33 - 0.37 $ $ $ $ Actual 883 0.36 For the fourth quarter of 2016, production sales and Adjusted Net Earnings per share were within the range of published guidance. Year ended December 31, 2016 to year ended December 31, 2015 comparison Net Income Adjusted Net Income Net Earnings per share Basic Diluted Adjusted Net Earnings per share Basic Diluted $ $ $ $ $ $ Year ended December 31, 2016 Year ended December 31, 2015 92,380 $ 130,085 $ 107,030 118,788 $ Change (14,650) 11,297 % Change (13.7%) 9.5% 1.07 $ 1.07 $ 1.51 $ 1.50 $ 1.25 1.24 1.38 1.38 Net Income, before adjustments, for the year ended December 31, 2016 decreased by $14.6 million to $92.4 million from $107.0 million for the year ended December 31, 2015 largely as a result of the impact of the unusual and other items incurred during the years ended December 31, 2016 and 2015 as explained in Table B under “Adjustments to Net Income”. Excluding these unusual and other items, net income for the year ended December 31, 2016 increased to $130.1 million or $1.51 per share, on a basic basis, and $1.50 per share, on a diluted basis, from $118.8 million or $1.38 per share, on a basic and diluted basis, for the year ended December 31, 2015. Adjusted Net Income for the year ended December 31, 2016, as compared to the year ended December 31, 2015, was positively impacted by the following: • • • higher gross profit on an overall increase in year-over-year sales as previously explained; productivity and efficiency improvements at certain operating facilities; and recently added new greenfield operating facilities which continue to ramp up and execute their backlogs of business. These factors were partially offset by the following: • • • • • operational inefficiencies and other costs at certain other facilities; general sales mix including lower production volumes on certain programs; a year-over-year increase in SG&A as previously discussed; an increase in research and development costs due to increased product and process research and development activity and an increase in the amortization of program specific development costs as previously discussed; and a net foreign exchange loss of $2.2 million for the year ended December 31, 2016 compared to a net foreign exchange gain of $4.8 million for the comparative period of 2015. Page 10 ▌Martinrea International Inc. ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT Three months ended December 31, 2016 to three months ended December 31, 2015 comparison Additions to PP&E Three months ended December 31, 2016 $ 112,721 $ Three months ended December 31, 2015 85,683 $ Change 27,038 % Change 31.6% Additions to PP&E increased by $27.0 million to $112.7 million in the fourth quarter of 2016 from $85.7 million in the fourth quarter of 2015 due generally to the timing of expenditures. Additions as a percentage of sales increased year-over-year to 11.4% for the fourth quarter of 2016 from 8.3% for the fourth quarter of 2015. While capital expenditures are made to refurbish or replace assets consumed in the normal course of business and for productivity improvements, a large portion of the investment in the fourth quarter of 2016 continued to be for manufacturing equipment and multiple expansions/new operating facilities for programs that recently launched or will be launching over the next 24 months. Year ended December 31, 2016 to year ended December 31, 2015 comparison Additions to PP&E Year ended December 31, 2016 Year ended December 31, 2015 $ 249,454 $ 215,219 $ Change 34,235 % Change 15.9% Additions to PP&E increased by $34.2 million year-over-year to $249.5 million for the year ended December 31, 2016 compared to $215.2 million for the year ended December 31, 2015 due generally to the timing of expenditures and the impact of foreign exchange on the translation of foreign denominated purchases. Additions as a percentage of sales increased year-over-year to 6.3% for the year ended December 31, 2016 from 5.6% for the year ended December 31, 2015. The Company continues to make investments in the business in particular at new greenfield operating facilities as these new plants execute on their backlogs of new business. SEGMENT ANALYSIS The Company defines its operating segments as components of its business where separate financial information is available and routinely evaluated by the Company’s chief operating decision maker which is the Chief Executive Officer. Given the differences between the regions in which the Company operates, Martinrea’s operations are segmented and aggregated on a geographic basis between North America, Europe and the Rest of the World. The Company measures segment operating performance based on operating income. Three months ended December 31, 2016 to three months ended December 31, 2015 comparison SALES OPERATING INCOME (LOSS)* Three months ended December 31, 2016 Three months ended December 31, 2015 Three months ended December 31, 2016 Three months ended December 31, 2015 $ North America Europe Rest of the World Adjusted Operating Income Unusual and Other Items* 803,265 $ 148,977 38,165 837,607 $ 166,870 30,837 $ 35,759 $ 9,642 575 45,976 $ - 45,976 $ 34,202 11,975 (1,483) 44,694 (1,718) Total * Operating income for the operating segments has been adjusted for unusual and other items. Of the $1.7 million of unusual and other items incurred during the fourth quarter of 2015, $1.4 million was incurred in Europe and $0.3 million in the Rest of the World. The unusual and other items noted are all fully explained under “Adjustments to Net Income” in this MD&A. 1,035,314 $ 990,407 $ 42,976 $ North America Adjusted Operating Income in North America increased by $1.6 million to $35.8 million for the fourth quarter of 2016 from $34.2 million for the fourth quarter of 2015 despite lower year-over-year sales. Adjusted Operating Income in North America was positively impacted by productivity and efficiency improvements at certain operating facilities; partially offset by operational inefficiencies and other costs at certain other facilities and general sales mix including lower production volumes on certain programs. Page 11 ▌Martinrea International Inc. Europe Adjusted Operating Income in Europe decreased by $2.4 million to $9.6 million for the fourth quarter of 2016 from $12.0 million for the fourth quarter of 2015 due in large part to a $17.9 million year-over-year decrease in sales. As noted previously, the year-over-year decrease in sales can be attributed to lower overall production volumes in the Company’s Martinrea Honsel German operations, a $0.4 million negative foreign exchange impact from the translation of Euro denominated production sales as compared to the fourth quarter of 2015, and a $7.4 million decrease in tooling sales; partially offset by increased production sales in the Company’s new operating facility in Spain, which continues to ramp up and execute its backlog of new business. Rest of the World The operating results for the Rest of the World operating segment improved year-over-year to an operating profit of $0.6 million for the fourth quarter of 2016 from an operating loss of $1.5 million for the comparative period of 2015. The improved operating results were due to increased production sales in the Company’s two new operating facilities in China, which continue to ramp up and execute on their backlogs of business. Year ended December 31, 2016 to year ended December 31, 2015 comparison SALES OPERATING INCOME (LOSS)* Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 $ North America Europe Rest of the World Adjusted Operating Income Unusual and Other Items* 3,212,128 $ 633,290 122,989 3,094,463 $ 684,215 88,093 $ 165,236 $ 36,813 (4,342) 197,707 $ (38,263) 154,603 33,425 (9,158) 178,870 (17,109) Total * Operating income for the operating segments has been adjusted for unusual and other items. Of the $38.3 million of unusual and other items incurred during the year ended December 31, 2016, $36.5 million was incurred in North America and $1.8 million in Europe. Of the $17.1 million of unusual and other items incurred during the year ended December 31, 2015, $15.4 million was incurred in Europe, $1.4 million in North America and $0.3 million in the Rest of the World. The unusual and other items noted are all fully explained under “Adjustments to Net Income” in this MD&A. 3,866,771 $ 3,968,407 $ 159,444 $ $ 161,761 North America Adjusted Operating Income in North America increased by $10.6 million to $165.2 million for the year ended December 31, 2016 from $154.6 million for the year ended December 31, 2015. Adjusted Operating Income in North America was positively impacted by higher gross margin from an overall increase in year-over-year sales as previously explained and productivity and efficiency improvements at certain operating facilities. These factors were partially offset by operational inefficiencies and other costs at certain other facilities, and general sales mix including lower production volumes on certain programs. Europe Adjusted Operating Income in Europe increased by $3.4 million to $36.8 million for the year ended December 31, 2016 from $33.4 million for the year ended December 31, 2015. The operating results in Europe were positively impacted by recently added new greenfield operating facilities in Spain and Slovakia, which continue to ramp up and execute their backlogs of new business. These positive factors were partially offset by lower operating income in the Company’s Martinrea Honsel Germany operations due to lower year-over-year production volumes as previously noted. The book of business in the Martinrea Honsel Germany operations is expected to increase over the next three years as it begins to launch new programs it has won over the past 24 months. Page 12 ▌Martinrea International Inc. Rest of the World The operating results for the Rest of the World operating segment improved year-over-year. The improved operating results were due to increased production sales in the Company’s two new operating facilities in China, which continue to ramp up and execute on their backlogs of business, partially offset by the operating results of the Company’s operating facility in Brazil which decreased year-over- year due to a decline in production sales as OEM light vehicle production volumes in Brazil continue to trend at low levels. The year- over-year increase in sales in the Company’s operations in China was tempered by an unplanned OEM shutdown of one of its key light vehicle platforms during the second quarter. The program was down for seven weeks during the second quarter and came back online in July 2016. SUMMARY OF QUARTERLY RESULTS (unaudited) 2016 2015 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Sales Gross Margin 990,407 914,725 1,023,825 1,039,450 1,035,314 929,880 984,046 917,531 104,312 99,698 116,222 111,818 103,829 96,385 106,379 95,639 Net Income (loss) for the period 30,630 28,827 (27) 32,531 27,826 15,232 33,607 30,508 Net Income (loss) attributable to equity holders of the Company Adjusted Net Income attributable to equity holders of the Company Basic and Diluted Net Earnings per Share Adjusted Basic and Diluted Net Earnings per Share *Non-IFRS Measures 30,753 29,098 (42) 32,571 27,731 15,469 33,411 30,419 30,753 29,098 37,663 32,571 29,059 25,899 33,411 30,419 0.36 0.34 - 0.38 0.32 0.18 0.39 0.36 0.36 0.34 0.44 0.38 0.34 0.30 0.39 0.36 The Company prepares its financial statements in accordance with IFRS. However, the Company considers certain non-IFRS financial measures as useful additional information in measuring the financial performance and condition of the Company. These measures, which the Company believes are widely used by investors, securities analysts and other interested parties in evaluating the Company’s performance, do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-IFRS measures include “Adjusted Net Income”, “Adjusted Net Earnings per Share (on a basic and diluted basis)”, “Adjusted Operating Income” and "Adjusted EBITDA”. Please refer to the Company’s previously filed annual and interim management discussion and analysis of operating results and financial position for the fiscal years 2016 and 2015 for a full reconciliation of IFRS to non-IFRS measures. LIQUIDITY AND CAPITAL RESOURCES The Company’s financial condition remains solid, which can be attributed to the Company’s low cost structure, reasonable level of debt and prospects for growth. As at December 31, 2016, the Company had total equity attributable to equity holders of the Company of $830.2 million. As at December 31, 2016, the Company’s ratio of current assets to current liabilities was 1.3:1 (December 31, 2015 - 1.2:1). The Company’s current working capital level of $198.0 million at December 31, 2016, up from $164.0 million at December 31, 2015, and credit facilities (discussed below) are expected to be sufficient to cover the anticipated working capital needs of the Company. Management expects that all future capital expenditures will be financed by cash flow from operations, utilization of existing bank credit facilities or asset backed financing. Page 13 ▌Martinrea International Inc. CASH FLOWS Cash provided by operations before changes in non- cash working capital items $ Change in non-cash working capital items Interest paid Income taxes paid Three months ended December 31, 2016 Three months ended December 31, 2015 $ Change % Change 87,503 $ 81,046 6,457 8.0% 23,108 110,611 (7,025) (9,172) 15,062 96,108 (6,825) (2,905) 8,046 14,503 (200) (6,267) 53.4% 15.1% 2.9% 215.7% Cash provided by operating activities 94,414 86,378 8,036 9.3% Cash used in financing activities (17,854) (20,175) 2,321 (11.5%) Cash used in investing activities (64,871) (45,913) (18,958) 41.3% Effect of foreign exchange rate changes on cash and cash equivalents Increase in cash and cash equivalents $ (92) 11,597 $ 713 (805) (112.9%) 21,003 (9,406) (44.8%) Cash provided by operating activities during the fourth quarter of 2016 was $94.4 million, compared to cash provided by operating activities of $86.4 million in the corresponding period of 2015. The components for the fourth quarter of 2016 primarily include the following: cash provided by operations before changes in non-cash working capital items of $87.5 million; • • working capital items source of cash of $23.1 million comprised of a decrease in trade and other receivables of $61.4 million, a decrease in inventories of $23.9 million and a decrease in prepaid expenses and deposits of $0.5 million; partially offset by a decrease in trade, other payables and provisions of $62.7 million; interest paid (excluding capitalized interest) of $7.0 million; and income taxes paid of $9.2 million. • • Cash used in financing activities during the fourth quarter of 2016 was $17.9 million, compared to cash used by financing activities of $20.2 million in the corresponding period in 2015, as a result of a $16.0 million net decrease in long-term debt (including repayments on the Company’s revolving banking facility and asset backed financing arrangements), and $2.6 million in dividends paid; partially offset by $0.7 million in proceeds from the exercise of employee stock options. The $20.2 million in cash used in financing activities during the fourth quarter of 2015 was the result of an $18.1 million net decrease in long-term debt (including repayments on the Company’s revolving banking facility and asset backed financing arrangements), and $2.6 million in dividends paid; partially offset by $0.5 million in proceeds from the exercise of employee stock options. Cash used in investing activities during the fourth quarter of 2016 was $64.9 million, compared to $45.9 million in the corresponding period in 2015. The components for the fourth quarter of 2016 primarily include the following: • • • cash additions to PP&E of $62.0 million; capitalized development costs relating to upcoming new program launches of $3.0 million; partially offset by proceeds from the disposal of PP&E of $0.1 million. The cash used in investing activities of $45.9 million in the fourth quarter of 2015 included $42.5 million in cash additions to PP&E and $3.6 million in capitalized development costs relating to upcoming new program launches; partially offset by $0.2 million in proceeds from the disposal of PP&E. Taking into account the opening cash balance of $47.6 million at the beginning of the fourth quarter of 2016, and the activities described above, the cash and cash equivalents balance at December 31, 2016 was $59.2 million. Page 14 ▌Martinrea International Inc. Cash provided by operations before changes in non- cash working capital items $ Change in non-cash working capital items Interest paid Income taxes paid Year ended December 31, 2016 Year ended December 31, 2015 $ Change % Change 348,031 $ 307,511 40,520 13.2% (15,986) 332,045 (22,361) (49,967) (38,635) 22,649 (58.6%) 268,876 63,169 (24,259) (51,990) 1,898 2,023 23.5% (7.8%) (3.9%) Cash provided by operating activities 259,717 192,627 67,090 34.8% Cash provided by (used in) financing activities 11,713 (46,818) 58,531 (125.0%) Cash used in investing activities (239,096) (171,456) (67,640) 39.5% Effect of foreign exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents $ (2,068) 30,266 $ 2,145 (4,213) (196.4%) (23,502) 53,768 (228.8%) Cash provided by operating activities during the year ended December 31, 2016 was $259.7 million, compared to cash provided by operating activities of $192.6 million in the corresponding period of 2015. The components for the year ended December 31, 2016 primarily include the following: cash provided by operations before changes in non-cash working capital items of $348.0 million; • • working capital items use of cash of $16.0 million comprised of an increase in trade and other receivables of $4.5 million, an increase in prepaid expenses and deposits of $1.0 million and a decrease in trade, other payables and provisions of $40.3 million; partially offset by a decrease in inventories of $29.9 million; interest paid (excluding capitalized interest) of $22.4 million; and income taxes paid of $50.0 million. • • Cash provided in financing activities during the year ended December 31, 2016 was $11.7 million, compared to cash used of $46.8 million in the corresponding period in 2015, as a result of a $21.3 million net increase in long-term debt (net of repayments on the Company’s revolving credit facility and asset based financing arrangements) and $0.8 million in proceeds from the exercise of employee stock options; partially offset by $10.4 million in dividends paid. The $46.8 million in cash used in financing activities during the year ended December 31, 2015 was the result of a $47.6 million net decrease in long-term debt (including repayments on the Company’s revolving credit facility and asset backed financing arrangements) and $10.3 million in dividends paid; partially offset by $11.1 million in proceeds from the exercise of employee stock options during the period. Cash used in investing activities during the year ended December 31, 2016 was $239.1 million, compared to $171.5 million in the corresponding period in 2015. The components for the year ended December 31, 2016 primarily include the following: • • • cash additions to PP&E of $226.9 million; capitalized development costs relating to upcoming new program launches of $12.6 million; partially offset by proceeds from the disposal of PP&E of $0.4 million. The cash used in investing activities of $171.5 million during the year ended December 31, 2015 included $179.6 million in cash additions to PP&E and $15.2 million in capitalized development costs relating to upcoming new program launches; partially offset by $23.3 million in proceeds from the disposal of PP&E and assets and liabilities held for sale. Taking into account the opening cash balance of $28.9 million at the beginning of 2016, and the activities described above, the cash and cash equivalents balance at December 31, 2016 was $59.2 million. Page 15 ▌Martinrea International Inc. Financing On April 29, 2016, the Company’s banking facility was amended to extend its maturity date and increase the total available revolving credit lines under the facility. The primary terms of the amended banking facility, with a syndicate of nine banks, are as follows: • • • • • • available revolving credit lines of $350 million and US $400 million; available asset based financing capacity of $205 million; no mandatory principal repayment provisions; an accordion feature which provides the Company with the ability to increase the revolving credit facility by up to $150 million; pricing terms at market rates; and a maturity date of April 2020. There were no changes to pricing terms or financial covenants under the facility adverse to the Company. As at December 31, 2016, the Company had drawn $273.0 million (December 31, 2015 - $273.0 million) on the Canadian revolving credit line and US$270.0 million (December 31, 2015 – US$220.0 million) on the U.S. revolving credit line. Net debt (i.e. long-term debt less cash on hand) decreased by $25.9 million from $688.1 million at December 31, 2015 to $662.2 million at December 31, 2016. The Company’s net debt to Adjusted EBITDA (on a trailing twelve months basis) leverage ratio improved to 1.89x at the end of the fourth quarter of 2016 from 1.96x at the end of the third quarter of 2016 and 2.17x at the end of 2015. The Company was in compliance with its debt covenants as at December 31, 2016. Dividends In the second quarter of 2013, Martinrea's Board of Directors approved, for the first time, a dividend to be paid to all holders of Martinrea common shares. Annual dividends are to be $0.12 per share, to be paid in four quarterly payments of $0.03 per share. The first quarterly dividend payment of $0.03 per share was paid on July 11, 2013; with successive quarterly dividends paid thereafter, the most recent quarterly dividend being paid on January 15, 2017. The declaration and payment of future dividends will be subject to the Company’s cash requirements as well as satisfaction of statutory tests. In addition, the Board will assess future dividend payment levels from time to time, in light of the Company’s financial performance and then current and anticipated needs at that time. Guarantees The Company is a guarantor under certain tooling finance programs negotiated originally in 2004 and amended in 2016 that provide direct financing for the tooling on specific programs. The tooling finance program involves a third party that provides tooling suppliers with financing subject to a Company guarantee for a period of six to eighteen months depending upon the duration of the tooling program and the subsequent customer tooling payment. The amounts loaned to tooling suppliers through this financing arrangement do not appear on the Company’s balance sheet. At December 31, 2016 the amount of off-balance sheet program financing was $65.5 million (December 31, 2015 - $85.5 million). As is customary in the automotive industry, tooling costs are ultimately paid for by customers of the Company generally upon acceptance of the final prototypes and commencement of commercial production. ACQUISITIONS On July 29, 2011, the Company closed an agreement to purchase a controlling interest in the assets of Honsel, a German-based leading supplier of aluminum components for the automotive and industrial sectors forming the Martinrea Honsel group. The Company partnered with Anchorage Capital Group L.L.C. (“Anchorage”) in the transaction, acquiring 55%, with Anchorage owning the remaining 45%. Martinrea Honsel develops and manufactures complex aluminum products using state-of-the-art production technologies including high pressure die-casting, permanent mold, sand casting and rolling. The Martinrea Honsel group provides the Company with a significant presence in the aluminum automotive parts market, and broadens the Company’s metal forming capabilities and offerings. It also creates a more significant geographic presence outside North America, which the Company intends to grow over time. The Company’s customer base was further expanded with the acquisition, with many of the larger European based OEMs being significant customers of Martinrea Honsel. Page 16 ▌Martinrea International Inc. Initially, the 2011 purchase transaction envisaged the purchase of all of Honsel’s operations, which included plants in Germany located in Meschede, Nuremburg, Soest, and Nuttlar, as well as Madrid, Spain, Queretaro, Mexico, and Monte Mor, Brazil. The Nuremburg facility was subsequently sold to ZF Friedrichshafen AG (“ZF”), the primary customer of the facility, immediately after the closing of the purchase transaction. After factoring in the sale of the Nuremburg facility to ZF, the net cash consideration for the acquisition was €62,125 ($85,272), of which Martinrea’s 55% portion was €34,169 ($46,900). As part of the transaction, the Company granted Anchorage a put option which, if exercised, would have required the Company to purchase Anchorage’s 45% interest in Martinrea Honsel Holdings B.V. The put option would have become effective on April 1, 2015 with an expiry date of October 1, 2017. The put option provided a formula for determining the purchase price of the shares, designed to estimate the fair value of the non-controlling interest at the time the option is exercised. The put option provided an arbitration mechanism in the event that the two parties were unable to agree on the ultimate price. On August 7, 2014, prior to the put option becoming exercisable, Martinrea acquired from Anchorage the remaining 45% equity interest in the Martinrea Honsel group for a negotiated purchase price of €160,000 ($235,667 Canadian). Effective August 7, 2014, the Martinrea Honsel group is wholly owned by Martinrea. During the second quarter ended June 30, 2015, certain assets and liabilities of the Company’s operating facility in Soest, Germany, which formed part of the above described Martinrea Honsel group, were transferred to assets held for sale. The Soest facility specializes in aluminum extrusions which the Company determined was not core to the strategy of the overall business going forward. The agreement to sell the Soest facility was closed on August 31, 2015. The net assets of the facility were sold for proceeds of $20,638 (€14,588) resulting in a pre-tax loss on sale of $370 (€257). The acquisition while bringing many benefits to Martinrea also provides some risks for the Company. Both the initial 2011 purchase of the 55% controlling interest and subsequent purchase of the remaining 45% equity interest in Martinrea Honsel were financed by the Company using available credit lines, which has increased the Company’s debt levels. See also “Risks and Uncertainties”. RISKS AND UNCERTAINTIES The following risk factors, as well as the other information contained in this MD&A, the Company’s Annual Information Form for the year ended December 31, 2016 (“AIF”) (of which the section entitled “Automotive Industry Trends and Highlights” contained in the AIF is incorporated by reference herein) or otherwise incorporated herein by reference, should be considered carefully. These risk factors could materially and adversely affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. The Company’s success is primarily dependent upon the levels of car and light truck production by its customers and the relative amount of content the Company has on their various vehicle programs. OEM production volumes may be impacted by many factors including general economic and political conditions, interest rates, credit availability, energy and fuel prices, international conflicts, infrastructure considerations, legislative changes, and labour relations environmental emissions standards and safety issues. issues, regulatory requirements, trade agreements, North American and Global Economic and Political Conditions The automotive industry is global, and is cyclical in the fact that it is sensitive to changes in economic and political conditions, including interest rates, currency issues, energy prices and international or domestic conflicts or political crises. The Company operates in the midst of a volatile industry, which in the past decade has experienced a significant recession, particularly severe in North America and more recently Europe. Although there has been stabilization or growth in North America, current conditions continue to cause economic uncertainty about the future in different regions. It is uncertain what the Company’s prospects will be in the future. While the Company believes it has sufficient liquidity and a strong balance sheet to deal with present economic conditions, lower sales and production volumes in certain areas may occur. It is unknown at this stage the impact of the views of the new U.S. administration on NAFTA and any effects on the automotive industry from any changes to NAFTA. See “Changes in Law and Governmental Regulation”. Consumer confidence has a significant impact on consumer demand for vehicles, which in turn impacts vehicle production. A significant decline in vehicle production volumes from current levels could have a material adverse effect on profitability. Page 17 ▌Martinrea International Inc. Automotive Industry Risks The automotive industry is generally viewed as highly cyclical. It is dependent on, among other factors, consumer spending and general economic conditions in North America and elsewhere. Future sales and production volumes are anticipated to grow modestly or stabilize in North America over the next several years, and have grown in the past several years, but growth rates are uncertain, and volume levels can decrease at any time. In Europe, the automotive industry has significant overcapacity as well as reduced sales and production levels, which can lead to downsizing and restructuring costs, or costs associated with overcapacity. Increased emphasis on the reduction of fuel consumption, fuel emissions and greenhouse gas emissions could also reduce demand for automobiles overall or specific platforms on which the Company has product, especially in the light truck segment. There can be no assurance that North American or European automotive production overall or on specific platforms will not decline in the future or that the Company will be able to utilize any existing unused capacity or any additional capacity it adds in the future. A continued or a substantial additional decline in the production of new automobiles overall or by customer or by customer platform may have a material adverse effect on the Company’s financial condition and results of operations and ability to meet existing financial covenants. It is unknown at this stage the impact of the views of the new U.S. administration on NAFTA and any effects on the automotive industry from any changes to NAFTA. See “Changes in Law and Governmental Regulation”. Dependence Upon Key Customers Due to the nature of the Company’s business, it is dependent upon several large customers such that cancellation of a significant order by any of these customers, the loss of any such customers for any reason or the insolvency of any such customers, reduced sales of automotive platforms of such customers, or shift in market share on vehicles on which we have significant content, could significantly reduce the Company’s ongoing revenue and/or profitability, and could materially and adversely affect the Company’s financial condition. In addition, a work disruption at one or more of the Company’s customers resulting from labour stoppages at or insolvencies of key suppliers to such customers or an extended customer shutdown (scheduled or unscheduled ) could have a significant impact on the Company’s revenue and/or profitability. Our largest North American customers typically halt production for approximately two weeks in July and one week in December. These shutdowns could cause fluctuations in the Company’s quarterly results. Financial Viability of Suppliers The Company relies on a number of suppliers to supply a wide range of products and components required in connection with the business. Economic conditions, production volume cuts, intense pricing pressures, increased commodity prices and a number of other factors including acts of God (fires, hurricanes, earthquakes) can result in many automotive suppliers experiencing varying degrees of financial distress. The continued financial distress or the insolvency or bankruptcy of any such supplier could disrupt the supply of products, materials or components to Martinrea or to customers, potentially causing the temporary shut-down of the Company’s or customers’ production lines. Martinrea has experienced supply disruptions of varying natures in the past, including in cases where an equipment supplier has gone out of business, or an act of God resulted in the shortage of a key commodity. There is a risk some suppliers may not have adequate capacity to timely accommodate increases in demand for their products which could lead to production disruption for the customer. Any prolonged disruption in the supply of critical components, the inability to re-source production of a critical component from a distressed automotive components sub-supplier, or any temporary shut-down of production lines or the production lines of a customer, could have a material adverse effect on profitability. Additionally, the insolvency, bankruptcy, financial restructuring or force majeure event of any critical suppliers could result in the Company incurring unrecoverable costs related to the financial work-out or resourcing costs of such suppliers and/or increased exposure for product liability, warranty or recall costs relating to the components supplied by such suppliers to the extent such supplier is not able to assume responsibility for such amounts, each of which could have an adverse effect on the Company’s profitability. Also see “Dependence Upon Key Customers”. Competition The markets for fluid management systems, cast aluminum products and fabricated metal products and assemblies for automotive and industrial customers are highly competitive. Some of the Company’s competitors have substantially greater financial, marketing and other resources than the Company. As the markets for the Company’s products and other services expand, additional competition may emerge and competitors may commit more resources to products which directly compete with the Company’s products. There can be no assurance that the Company will be able to compete successfully with existing competitors or that its business will not be adversely affected by increased competition or by new competitors. Page 18 ▌Martinrea International Inc. Cost Absorption and Purchase Orders Given the current trends in the automotive industry, the Company is under continuing pressure to absorb costs related to product design and development, engineering, program management, prototypes, validation and tooling in addition to items previously paid for directly by OEMs. In particular, OEMs are requesting that suppliers pay for the above costs and recover these costs through the piece price of the applicable component. Contract volumes for customer programs not yet in production are based on the Company’s customers’ estimates of their own future production levels. However, actual production volumes may vary significantly from these estimates due to a reduction in consumer demand or new product launch delays, often without any compensation to the supplier by its OEM customer. Purchase orders issued by customers typically do not require they purchase a minimum number of the Company’s products. For programs currently under production, the Company is generally unable to request price changes when volumes differ significantly from production estimates used during the quotation stage. If estimated production volumes are not achieved, the product development, design, engineering, prototype and validation costs incurred by the Company may not be fully recovered. Similarly, future pricing pressure or volume reductions by the Company’s customers may also reduce the amount of amortized costs otherwise recoverable in the piece price of the Company’s products. Either of these factors could have an adverse effect on the Company’s profitability. While it is generally the case that once the Company receives a purchase order for products of a particular vehicle program it would continue to supply those products until the end of such program, customers could cease to source their production requirements from the Company for a variety of reasons, including the Company’s refusal to accept demands for price reductions or other concessions. Material Prices Prices for key raw materials and commodities used in parts production, particularly aluminum, steel, resin, paints, chemicals and other raw materials, as well as energy prices, have proven to be volatile at certain times. Martinrea has attempted to mitigate its exposure to price increases of key commodities, particularly steel and aluminum (through participation in steel resale programs or price adjustment mechanisms); however, to the extent the Company is unable to fully do so through engineering products with reduced commodity content, by passing commodity price increases to customers or otherwise, such additional commodity costs could have a material adverse effect on profitability. Increased energy prices also impact on production or transportation costs which in turn could affect competitiveness. Outsourcing and Insourcing Trends The Company is dependent on the outsourcing of components, modules and assemblies by OEMs. The extent of OEM outsourcing is influenced by a number of factors, including relative cost, quality and timeliness of production by suppliers as compared to OEMs, capacity utilization, and labour relations among OEMs, their employees and unions. As a result of any favourable terms in collective bargaining agreements which may lower cost structures, the Detroit 3 OEMs may insource some production which had previously been outsourced, or not outsource production which may otherwise be outsourced at some point. Outsourcing of some assembly is particularly dependent on the degree of unutilized capacity at the OEMs’ own assembly facilities, in addition to the foregoing factors. A reduction in outsourcing by OEMs, or the loss of any material production or assembly programs coupled with the failure to secure alternative programs with sufficient volumes and margins, could have a material adverse effect on profitability. Product Warranty, Recall and Liability Risk Automobile manufacturers are increasingly requesting that each of their suppliers bear the costs of the repair and replacement of defective products which are either covered under an automobile manufacturer’s warranty or are the subject of a recall by the automobile manufacturer and which were improperly designed, manufactured or assembled by their suppliers. The obligation to repair or replace such parts, or a requirement to participate in a product recall, could have an adverse effect on the Company’s operations and financial condition. Product Development and Technological Change The automotive industry is characterized by rapid technological change and frequent new product introductions. Price pressure downward by customers and unavoidable price increases from suppliers can have an adverse effect on the Company’s profitability. Accordingly, the Company believes that its future success depends upon its ability to enhance manufacturing techniques offering enhanced performance and functionality at competitive prices, and delivering lightweighting and other products that will enable it to continue to have content on the cars of the future (including for example, electric and autonomous vehicles). The Company’s inability, for technological or other reasons, to enhance operations in a timely manner in response to changing market conditions or customer Page 19 ▌Martinrea International Inc. requirements could have a material adverse effect on the Company’s results of operations. The ability of the Company to compete successfully will depend in large measure on its ability to maintain a technically competent workforce and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of its products with evolving industry standards and protocols. There can be no assurance that the Company will be successful in its efforts in these respects. Dependence Upon Key Personnel The success of the Company is dependent on the services of a number of the members of its senior management. The experience and talents of these individuals will be a significant factor in the Company’s continued success and growth. The loss of one or more of these individuals without adequate replacement measures could have a material adverse effect on the Company’s operations and business prospects. The Company does not currently maintain key man insurance. Limited Financial Resources/Uncertainty of Future Financing/Banking The Company is engaged in a capital-intensive business and its financial resources are less than the financial resources of some of its competitors. There can be no assurance that, if, as and when the Company seeks additional equity or debt financing, the Company will be able to obtain the additional financial resources required to successfully compete in its markets on favourable commercial terms or at all. Additional equity financings may result in substantial dilution to existing shareholders. Acquisitions The Company has acquired and anticipates that it will continue to acquire complementary businesses, assets, technologies, services or products. The completion of such transactions poses additional risks to the Company’s business. The benefit to the Company of previous and future acquisitions is highly dependent on the Company’s ability to integrate the acquired businesses and their technologies, employees and products into the Company, and the Company may incur costs associated with integrating and rationalizing the facilities (some of which may need to be closed in the future). The Company cannot be certain that it will successfully integrate acquired businesses or that acquisitions will ultimately benefit the Company. Any failure to successfully integrate businesses or failure of the businesses to benefit the Company could have a material adverse effect on its business and results of operations. Such transactions may also result in additional dilution to the Company’s shareholders or increased debt. Such transactions may involve partners, and the formula for determining contractual sale provisions may be subject to a variety of factors that may not be easily quantified or estimated until the time of sale (such as market conditions and determining fair market value). Potential Rationalization Costs and Turnaround Costs The Company has incurred restructuring costs over the past several years. In response to the increasingly competitive automotive industry conditions, it is likely that the Company will continue to rationalize some production facilities. In the course of such rationalization, restructuring costs related to plant closings or alterations, relocations and employee severance costs will be incurred. Such costs could have an adverse effect on short-term profitability. In addition, while the Company’s goal is for every plant to be profitable, there is no assurance this will occur, which will likely result in a rationalizing or closing of the plant. Martinrea is working to turn around any financially underperforming divisions, however, there is no guarantee that it will be successful in doing so with respect to some or all such divisions. The continued underperformance of one or more operating divisions could have a material adverse effect on the Company’s profitability and operations. Launch and Operational Costs The launch of new business, in an existing or new facility, is a complex process, the success of which depends on a wide range of factors, including the production readiness of the Company and its suppliers, as well as factors related to tooling, equipment, employees, initial product quality and other factors. A failure to successfully launch material new or takeover business could have an adverse effect on profitability. Significant launch costs were incurred by the Company in recent years. The Company’s manufacturing processes are vulnerable to operational problems that can impair its ability to manufacture its products in a timely manner. The Company’s facilities contain complex and sophisticated machines that are used in its manufacturing processes. The Company has in the past experienced equipment failures and could experience equipment failure in the future due to wear and tear, design error or operator error, among other things, which could have an adverse effect on profitability. Page 20 ▌Martinrea International Inc. Potential Volatility of Share Prices The market price of the Company’s common shares has been, and will likely continue to be, subject to significant fluctuations in response to a variety of factors, many of which are beyond the Company’s control. These fluctuations may be exaggerated if the trading volume of the common shares is low. In addition, due to the evolving nature of its business, the market price of the common shares may fall dramatically in response to a variety of factors, including quarter-to-quarter variations in operating results, the gain or loss of significant contracts, announcements of technological or competitive developments by the Company or its competitors, acquisitions or entry into strategic alliances by the Company or its competitors, the gain or loss of a significant customer or strategic relationship, changes in estimates of the Company’s financial performance, changes in recommendations from securities analysts regarding the Company, the industry or its customers’ industries, litigation involving the Company or its officers and general market or economic conditions. Changes in Laws and Governmental Regulations A significant change in the regulatory environment in which the Company currently carries on business could adversely affect the Company’s operations. The Company’s operations could be adversely impacted by significant changes in tariffs and duties imposed on its products, particularly significant changes to the North American Free Trade Agreement, the TPP, or the adoption of domestic preferential purchasing policies in other jurisdictions, particularly the United States. Labour Relations Matters The Company has a significant number of its employees subject to collective bargaining agreements, as do many of the Company’s customers and suppliers. To date, the Company has had no material labour relations disputes. However, production may be affected by work stoppages and labour-related disputes (including labour disputes of the Company’s customers and suppliers), whether in the context of potential restructuring or in connection with negotiations undertaken to ensure a division’s competitiveness, or otherwise, which may not be resolved in the Company’s favour and which may have a material adverse effect on the Company’s operations. The Company cannot predict whether and when any labour disruption may arise or how long such disruption could last. A significant labour disruption could lead to a lengthy shutdown of the Company or its customers’ or suppliers’ facilities or production lines, which could have a material adverse effect on the Company’s operations and profitability. Litigation and Regulatory Compliance and Investigations The Company has been and is involved in litigation from time to time and has received, in the past, letters from third parties alleging claims and claims have been made against it including those described under “Legal Proceedings” in the Company’s AIF. Although litigation claims may ultimately prove to be without merit, they can be time-consuming and expensive to defend. There can be no assurance that third parties will not assert claims against the Company in the future or that any such assertion will not result in costly litigation, or a requirement that the Company enter into costly settlement arrangements. There can be no assurance that such arrangements will be available on reasonable terms, or at all. Due to the inherent uncertainties of litigation, it is not possible to predict the outcome or determine the amount of any potential losses or the success of any claim of any law suit referenced under “Legal Proceedings” in the AIF and any other claims to which the Company may be subject. In addition, there is no assurance that the Company will be successful in a litigation matter. Any of these events may have a material adverse effect on the Company’s business, financial condition and results of operations. See “Legal Proceedings” in the AIF. The Company’s policy is to comply with all applicable laws. However, the Company may also be subject to regulatory risk in the markets in which it operates (for example, antitrust and competition regulatory authorities, tax authorities, anti-bribery and corruption authorities, cybersecurity risk). Regulatory investigations, if any, can continue for several years, and depending on the jurisdiction and type of proceeding can result in administrative or civil or criminal penalties that could have a material adverse effect on the Company’s profitability or operations (even where the Company is innocent, investigations can be expensive to defend). Additionally, the Company could be subject to other consequences including reputational damage, which could have a material adverse effect on the Company. Currency Risk - Hedging A substantial portion of the Company’s revenues are now, and are expected to continue to be, realized in currencies other than Canadian dollars, primarily the U.S. dollar. Fluctuations in the exchange rate between the Canadian dollar and such other currencies may have a material effect on the Company’s results of operations. To date, the Company has engaged in some hedging activities to mitigate the risk of identified exchange rate exposures. To the extent the Company may seek to implement more substantial hedging Page 21 ▌Martinrea International Inc. techniques in the future with respect to its foreign currency transactions, there can be no assurance that the Company will be successful in such hedging activities. Currency Risk – Competitiveness in Certain Jurisdictions The appreciation of the Canadian dollar against the U.S. dollar (and other currencies) may negatively affect the competitiveness of the Company’s Canadian operations in this respect against the operations in the U.S. and Mexico, as well as other jurisdictions, of competitors and the operations of the Company in those jurisdictions. As a result of a Canadian dollar appreciation the Company may move some existing work to the U.S. or Mexico, or may source work to U.S. or Mexican divisions as opposed to Canadian divisions, in order for the Company to remain or become competitive. Any work shifts may entail significant restructuring and other costs as work is shifted, as Canadian plants are consolidated, downsized or closed, or as plants in the U.S. or Mexico are expanded. Fluctuations in Operating Results The Company’s operating results have been and are expected to continue to be subject to quarterly and other fluctuations due to a variety of factors including changes in purchasing patterns, production schedules of customers (which tend to include a shutdown period in each of July and December), pricing policies, launch costs, or operational (or equipment or systems) failures, or product introductions by competitors. This could affect the Company’s ability to finance future activities. Operations could also be adversely affected by general economic downturns or limitations on spending. Internal Controls Over Financial Reporting and Disclosure Controls and Procedures Inadequate disclosure controls or ineffective internal controls over financial reporting could result in an increased risk of material misstatements in the financial reporting and public disclosure record of the Company. Inadequate controls could also result in system downtime, give rise to litigation or regulatory investigation, fraud or the inability of the Company to continue its business as presently constituted. The Company has designed and implemented a system of internal controls and a variety of policies and procedures to provide reasonable assurance that material misstatements in the financial reporting and public disclosures are prevented and detected on a timely basis and other business risks are mitigated. In accordance with the guidelines adopted in Canada, the Company assesses the effectiveness of its internal and disclosure controls using a top-down, risk-based approach in which both qualitative and quantitative measures are considered. An internal control system, no matter how well conceived and operated, can provide only reasonable – not absolute – assurance to management and the Board regarding achievement of intended results. The Company’s current system of internal and disclosure controls also places reliance on key personnel across the Company to perform a variety of control functions including key reviews, analysis, reconciliations and monitoring. The failure of individuals to perform such functions or properly implement the controls as designed could adversely impact results. Environmental Regulation The Company is subject to a variety of environmental regulations by the federal, provincial and municipal authorities in Canada, the United States, Mexico, South America, Europe and China that govern, among other things, soil, surface water and groundwater contamination; the generation, storage, handling, use, disposal and transportation of hazardous materials; the emission and discharge of materials, including greenhouse gases, into the environment; and health and safety. If the Company fails to comply with these laws, regulations or permits, the Company could be fined or otherwise sanctioned by regulators or become subject to litigation. Environmental and pollution control laws, regulations and permits, and the enforcement thereof, change frequently, have tended to become more stringent over time and may necessitate substantial capital expenditures or operating costs. Under certain environmental requirements, the Company could be responsible for costs relating to any contamination at the Company’s or a predecessor entity’s current or former owned or operated properties or third-party waste-disposal sites, even if the Company was not at fault. In addition to potentially significant investigation and cleanup costs, contamination can give rise to third-party claims for fines or penalties, natural resource damages, personal injury or property damage. The Company’s customers are also under pressure to meet tighter emissions regulations, reduce fuel consumption and act with more environmental responsibility. The Company cannot provide assurances that the Company’s costs, liabilities and obligations relating to environmental matters (or any issues that may arise as a result of its customers’ own environmental compliance) will not have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow. Page 22 ▌Martinrea International Inc. A Shift Away from Technologies in Which the Company is Investing The Company continues to invest in technology and innovation which the Company believes will be critical to its long-term growth. The Company’s ability to anticipate changes in technology and to successfully develop and introduce new and enhanced products and/or manufacturing processes on a timely basis will be a significant factor in its ability to remain competitive. If there is a shift away from the use of technologies in which the Company is investing, its costs may not be fully recovered. In addition, the Company may be placed at a competitive disadvantage if other technologies in which the investment is not as great, or the Company’s expertise is not as developed, emerge as the industry-leading technologies. This could have a material adverse effect on the Company’s profitability and financial condition. Competition with Low Cost Countries The competitive environment in the automotive industry has intensified as customers seek to take advantage of low wage costs in China, Korea, Thailand, India, Brazil and other low cost countries. As a result, there is potentially increased competition from suppliers that have manufacturing operations in low cost countries. The loss of any significant production contract to a competitor in low cost countries or significant costs and risks incurred to enter and carry on business in these countries could have an adverse effect on profitability. The Company’s ability to shift its manufacturing footprint to take advantage of opportunities in growing markets Many of the Company’s customers have sought, and will likely continue to seek to take advantage of lower operating costs and/or other advantages in China, India, Brazil, Russia and other growing markets. While the Company continues to expand its manufacturing footprint with a view to taking advantage of manufacturing opportunities in some of these markets, the Company cannot guarantee that it will be able to fully realize such opportunities. The inability to quickly adjust its manufacturing footprint to take advantage of manufacturing opportunities in these markets could harm its ability to compete with other suppliers operating in or from such markets, which could have an adverse effect on its profitability. Risks of conducting business in foreign countries, including China, Brazil and other growing markets The Company has or may establish foreign manufacturing, assembly, product development, engineering and research and development operations in foreign countries, including in Europe, China and Brazil. International operations are subject to certain risks inherent in doing business abroad, including: • • • • • • • • • political, civil and economic instability; corruption risks; trade, customs and tax risks; currency exchange rates and currency controls; limitations on the repatriation of funds; insufficient infrastructure; restrictions on exports, imports and foreign investment; increases in working capital requirements related to long supply chains; and difficulty in protecting intellectual property rights. Expanding the Company’s business in growing markets is an important element of its strategy and, as a result, the Company’s exposure to the risks described above may be greater in the future. The likelihood of such occurrences and their potential effect on the Company vary from country to country and are unpredictable, however any such occurrences could have an adverse effect on the Company’s profitability. Potential Tax Exposures The Company may incur losses in some countries which it may not be able to fully or partially offset against income the Company has earned in those countries. In some cases, the Company may not be able to utilize these losses at all if the Company cannot generate profits in those countries and/or if the Company has ceased conducting business in those countries altogether. The Company’s inability to utilize material tax losses could materially adversely affect its profitability. At any given time, the Company may face other tax exposures arising out of changes in tax laws, tax reassessments or otherwise. The taxation system and regulatory environment in some Page 23 ▌Martinrea International Inc. of the jurisdictions in which the Company operates are characterized by numerous indirect taxes and frequently changing legislation subject to various interpretations by the various regulatory authorities and jurisdictions are empowered to impose significant fines, penalties and interest charges. The Company’s subsidiary in Brazil is currently being assessed by the State of Sao Paulo tax authorities for certain value added tax credits claimed. Although the Company believes that it has complied in all material respects with the legislation in Brazil and has obtained legal advice to such effect there is no assurance that the Company will be successful with respect to such assessment (see Note 21 to the Company’s consolidated financial statements for the year ended December 31, 2016). To the extent the Company cannot implement measures to offset this and other tax exposures, it may have a material adverse effect on the Company’s profitability. Change in the Company’s mix of earnings between jurisdictions with lower tax rates and those with higher tax rates. The Company’s effective tax rate varies in each country in which it conducts business. Changes in its mix of earnings between jurisdictions with lower tax rates and those with higher tax rates could have a material adverse effect on the Company’s profitability. Pension Plans and other post employment benefits The Company’s pension plans acquired as a result of the acquisition of the North American body and chassis business of ThyssenKrupp Budd in 2006 (the “TKB Acquisition”) had an aggregate funding deficiency as at the latest measurement date of December 31, 2016, based on an actuarial estimate for financial reporting. The unfunded liability at December 31, 2016, on a solvency basis which currently represents the basis for annual pension funding, is significant. Based on current interest rates, benefits and projected investment returns, the Company is obligated to fund some amounts in 2017 and beyond. A significant portion of the estimated funding is expected to be a payment towards the reduction of the unfunded liabilities. The unfunded liability could increase due to a decline in interest rates, investment returns at less than the actuarial assumptions, or changes to the governmental regulations governing funding and other factors. The Company could be adversely affected by the resulting increases in annual funding obligations. See also Note 12 (“Pension and Other Post Retirement Benefits”) to the Company’s annual consolidated financial statements for the year ended December 31, 2016, which reflects the financial position of the Company’s defined benefit pension plan and other post-employment benefit plans at December 31, 2016. The Company provides certain post-employment benefits to certain of its retirees acquired as a result of the TKB Acquisition. These benefits include drug and hospitalization coverage. The Company does not pre-fund these obligations. At December 31, 2016, the unfunded actuarial liability for these obligations was significant. Expected benefit payments for 2017 and beyond are significant. The Company’s obligation for these benefits could increase in the future due to a number of factors including changes in interest rates, changes to the collective bargaining agreements, increasing costs for these benefits, particularly drugs, and any transfer of costs currently borne by government to the Company. The Company has in the past negotiated changes to its post-employment benefits package in several of its facilities with its employees, in conjunction with the applicable union for the facility, setting maximum limits on future post-employment benefits payments. The Company may negotiate similar arrangements in future in respect of such benefits at other facilities, as applicable. See also Note 12 (“Pension and Other Post Retirement Benefits”) to the Company’s annual consolidated financial statements for the year ended December 31, 2016, which reflect the financial position of the Company’s post-employment benefits other than pension plans at December 31, 2016. Impairment Charges The Company may take, in the future, significant impairment charges, including charges related to long-lived assets. The early termination, loss, renegotiation of the terms of, or delay in the implementation of, any significant production contract could be indicators of impairment. In addition, to the extent that forward-looking assumptions regarding: the impact of turnaround plans on underperforming operations; new business opportunities; program price and cost assumptions on current and future business; the timing and success of new program launches; and forecast production volumes, are not met, any resulting impairment loss could have a material adverse effect on the Company’s profitability. Cybersecurity Threats The reliability and security of the Company’s information technology (IT) systems is important to the Company’s business and operations. Although the Company has established and continues to enhance security controls intended to protect the Company’s IT systems and infrastructure, there is no guarantee that such security measures will be effective in preventing unauthorized physical access or cyber-attacks. A significant breach of the Company’s IT systems could: cause disruptions in the Company’s manufacturing operations (such as operational delays from production downtime, inability to manage the supply chain or produce product for Page 24 ▌Martinrea International Inc. customers, disruptions in inventory management), lead to the loss, destruction, corruption or inappropriate use of sensitive data, including employee information, result in lost revenues due to theft of funds or due to a disruption of activities, including remediation costs, or from litigation, fines and liability or higher insurance premiums, the costs of maintaining security and effective information technology systems, which could negatively affect results of operations and the potential adverse impact of changing laws and regulations related to cybersecurity or result in theft of the Company’s or its customers’ intellectual property or confidential information. If any of the foregoing events occurs, the Company may be subject to a number of consequences, including reputational damage, a diminished competitive advantage and negative impacts on future opportunities which could have a material adverse effect on the Company. DISCLOSURE OF OUTSTANDING SHARE DATA As at March 2, 2017, the Company had 86,484,667 common shares outstanding. The Company’s common shares constitute its only class of voting securities. As at March 2, 2017, options to acquire 3,010,617 common shares were outstanding. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET FINANCING At December 31, 2016, the Company had contractual obligations requiring annual payments as follows (all figures in thousands): Purchase obligations (i) Long-term debt Rent Commitments Operating leases with third parties Pension funding & post-employment benefit payments Total contractual obligations Less than 1 year $403,434 $27,982 $22,157 $5,329 1-2 years 2-3 years 3-4 years $0 $12,883 $21,633 $3,289 $0 $3,139 $20,161 $2,413 $0 $638,812 $17,743 $2,059 4-5 years Thereafter $0 $35,842 $83,002 $508 $0 $2,745 $15,206 $1,772 Total $403,434 $721,403 $179,902 $15,370 $2,691 $461,593 $0 $37,805 $0 $25,713 $0 $658,614 $0 $19,723 $0 $2,691 $119,352 $1,322,800 (i) Purchase obligations consist of those related to inventory, services, tooling and fixed assets in the ordinary course of business. The Company has negotiated tool financing facilities that provide direct financing for specific programs. The tool financing program involves a third party that provides tooling suppliers with financing subject to a Company guarantee. Payments from the third party to the tooling supplier are approved by the Company prior to the funds being advanced. The amounts loaned to tooling suppliers through this financing arrangement do not appear on the Company's balance sheet. At December 31, 2016, the amount of the off balance sheet program financing was $65.5 million representing the maximum amount of undiscounted future payments the Company could be required to make under the guarantee. The Company would be required to perform under the guarantee in cases where a tooling supplier could not meet its obligation to the third party. Since the amount advanced to the tooling supplier is required to be repaid generally when the Company receives reimbursement from the final customer, and at this point the Company will in turn repay the tooling supplier, the Company views the likelihood of a tooling supplier default as remote. Moreover, if such an instance were to occur, the Company would obtain the tool inventory as collateral. The term of the guarantee will vary from program to program, but typically ranges between 6-18 months. Financial Instruments The Company periodically utilizes certain financial instruments, principally forward currency exchange contracts, to manage the risk associated with fluctuations in currency exchange rates. It is the Company's policy to not utilize financial instruments for trading or speculative purposes. Forward currency exchange contracts are used to reduce the impact of fluctuating exchange rates on the Company's foreign denominated sales and the Company’s purchases of materials and equipment. Gains and losses on forward foreign exchange contracts are reflected in the consolidated financial statements in the same period as the hedged item. In the event that a hedged item is sold or cancelled prior to the termination of the related hedging item, any unrealized gain or loss on the hedging item is immediately recognized in income. Hedge Accounting The Company uses some portion of its US denominated long-term debt to manage foreign exchange rate exposures on net investments made in certain US operations. At the inception of a hedging relationship, the Company designates and formally documents the relationship between the hedging instrument and the hedged item, the risk management objective, and the strategy for Page 25 ▌Martinrea International Inc. undertaking the hedge. The documentation identifies the specific net investment that is being hedged, the risk that is being hedged, the type of hedging instrument used and how effectiveness will be assessed. At inception and at every quarter end thereafter, the Company formally assesses the effectiveness of these net investment hedges. The change in fair value of the hedging US debt is recorded, to the extent effective, directly in Other Comprehensive Income (Loss). These amounts will be recognized in earnings as and when the corresponding Accumulated Other Comprehensive Income (Loss) from the hedged foreign operations is recognized in net earnings. At December 31, 2016, the Company had committed to trade U.S. dollars in exchange for the following: Buy Mexican Peso Currency Buy Euro Currency Amount of U.S. dollars Weighted average exchange rate of U.S. dollars Maximum period in months 22,809 20.6059 4 Amount of CAD dollars 1,050 Weighted average exchange rate of CAD dollars 1.4002 Maximum period in months 1 $ $ The aggregate value of these forward contracts as at December 31, 2016 was a loss of $208 and was recorded in trade and other payables (December 31, 2015 - loss of $134 recorded in trade and other payables). DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING Disclosure controls and procedures are designed to provide reasonable assurance that material information required to be publicly disclosed by a public company is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), on a timely basis so that appropriate decisions can be made regarding public disclosure. An evaluation of the effectiveness of the Company’s disclosure controls and procedures was conducted as of December 31, 2016, based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) by and under the supervision of the Company’s management, including the CEO and the CFO. Based on this evaluation, the CEO and the CFO have concluded that the Company’s disclosure controls and procedures (as defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators) are effective in providing reasonable assurance that material information relating to the Company is made known to them and information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in such legislation. Under the supervision of the CEO and CFO, the Company has designed internal controls over financial reporting (as defined in National Instrument 52-109) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management team used COSO to design the Company’s internal controls over financial reporting. The CEO and CFO have caused an evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2016. This evaluation included documentation activities, management inquiries, tests of controls and other reviews as deemed appropriate by management in consideration of the size and nature of the Company’s business including those matters described above. Based on that evaluation the CEO and the CFO concluded that the design and operating effectiveness of internal controls over financial reporting was effective as at December 31, 2016 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. It is important to understand that there are inherent limitations of internal controls as stated within COSO. Internal controls no matter how well designed and operated can only provide reasonable assurance to management and the Board of Directors regarding achievement of an entity’s objectives. A system of controls, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of the controls or procedures. As a result, there is no certainty that an organization's disclosure controls and procedures or internal control over financial reporting will prevent all errors or all fraud. Even disclosure controls and procedures and internal control over financial reporting determined to be effective can only provide reasonable assurance of achieving their control objectives. Page 26 ▌Martinrea International Inc. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in the Company’s internal controls over financial reporting during the year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. CRITICAL ACCOUNTING ESTIMATES The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. The discussion below describes the Company’s significant policies and procedures. The Company’s management bases its estimates on historical experience and various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates these estimates. However, actual results may differ from these estimates under different assumptions or conditions. In making and evaluating its estimates, management also considers economic conditions generally and in the automotive industry in particular, which have more recently been very different from historical patterns, as well as industry trends and the risks and uncertainties involved in its business that could materially affect the reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. See “Automotive Industry Highlights and Trends” in the Company’s AIF and “Risks and Uncertainties” above. Management believes that the accounting estimates discussed below are critical to the Company’s business operations and an understanding of its results of operations or may involve additional management judgment due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Management has discussed the development and selection of the following critical accounting estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed its disclosure relating to critical accounting estimates in this MD&A. Revenue Recognition on Separately Priced Tooling Contracts Revenue from tooling contracts is recognized at the date on which the Company transfers substantially all the risks and rewards of ownership to the buyer and retains neither continuing managerial involvement nor effective control over the goods sold. This generally corresponds to when the tool is inspected and accepted by the Customer, which is typically defined as the PPAP (production part approval process or customer acceptance) date. Under tooling contracts, the related sale could be paid in full upon completion of the contract, or in installments. Revenue and cost of sales from tooling contracts are presented on a gross basis in the consolidated statements of operations. Tooling contract prices are generally fixed; however, price changes, change orders and program cancellations may affect the ultimate amount of revenue recorded with respect to a contract. Contract costs are estimated at the time of signing the contract and are reviewed at each reporting date. Adjustments to the original estimates of total contract costs are often required as work progresses under the contract and as experience is gained, even though the scope of the work under the contract may not change. When the current estimates of total contract revenue and total contract costs indicate a loss, a provision for the entire loss on the contract is made. Factors that are considered in arriving at the forecasted loss on a contract include, amongst others, cost over-runs, non- reimbursable costs, change orders and potential price changes. Intangible Assets The Company’s intangible assets are comprised of customer contracts and relationships acquired in acquisitions and development costs. Customer contracts and relationships are amortized over their estimated economic life of up to 10 years on a straight line basis which approximates a basis consistent with the contract value initially established upon acquisition. Development costs are capitalized when the Company can demonstrate that: • • it has the intention and the technical and financial resources to complete the development; the intangible asset will generate future economic benefits; and Page 27 ▌Martinrea International Inc. • the cost of the intangible asset can be measured reliably. Capitalized development costs correspond to projects for specific customer applications that draw on approved generic standards or technologies already applied in production. These projects are analyzed on a case-by-case basis to ensure they meet the criteria for capitalization as described above. Development costs are subsequently amortized over the life of the program from the start of production. Amortization of development costs is recognized in research and development costs in the statements of operations. Research costs, including costs of market research and new product prototyping during the marketing stage, are expensed in the period in which they are incurred. Impairment of Non-financial Assets The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. The recoverable amount of an asset or cash-generating unit (“CGU”) is the greater of its value-in-use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (CGUs). An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to the carrying amounts of the other assets in the unit (group of units). In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Management believes that accounting estimates related to the impairment of non-financial assets and potential reversal are critical accounting estimates because: (i) they are subject to significant measurement uncertainty and are susceptible to change as management is required to make forward-looking assumptions regarding the impact of improvement plans on current operations, in- sourcing and other new business opportunities, program price and cost assumptions on current and future business, the timing of new program launches and future forecasted production volumes; and (ii) any resulting impairment loss could have a material impact on consolidated net income and on the amount of assets reported on the Company’s consolidated balance sheet. Income Tax Estimates The Company is subject to income taxes in numerous jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. The Company is required to estimate the tax basis of assets and liabilities. The assessment for the recognition of a deferred tax asset requires significant judgement. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period of changes. Unknown future events and circumstances, such as changes in tax rates and laws, may materially affect the assumptions and estimates made from one period to the next. Any significant change in events, tax laws, and tax rates beyond the control of the Company may materially affect the consolidated financial statements. Page 28 ▌Martinrea International Inc. At December 31, 2016, the Company had recorded a net deferred income tax asset in respect of pensions and other post-retirement benefits, loss carry-forwards and other temporary differences of $67.7 million. Deferred tax assets in respect of loss carry-forwards relate to legal entities in Canada, the United States, Mexico and Europe. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The factors used to assess the probability of realization are the Company’s forecast of future taxable income, the pattern and timing of reversals of taxable temporary differences that give rise to deferred tax liabilities and available tax planning strategies that could be implemented to realize the deferred tax assets. The Company has and continues to use tax planning strategies to realize deferred tax assets in order to avoid the potential loss of benefits. Employee Future Benefits The Company provides pensions and other post-employment benefits including health care, dental care and life insurance to certain employees. The determination of the obligation and expense for defined benefit pension plans and post-employment benefits is dependent on the selection of certain assumptions used by the Company’s actuaries in calculating such amounts. Those assumptions are disclosed in Note 12 to the Company’s annual consolidated financial statements for the year ended December 31, 2016 the most significant of which are the discount rate, and the rate of increase in the cost of health care. The assumptions are reviewed annually and the impact of any changes in the assumptions is reflected in actuarial gains or losses which are recognized in other comprehensive income as they arise. The significant actuarial assumptions adopted are internally consistent and reflect the long-term nature of employee future benefits. Significant changes in assumptions could materially affect the Company’s employee benefit obligations and future expense. Deferred Share Unit Plan On May 3, 2016, a Deferred Share Unit Plan (the “DSU Plan”) was established as a means of compensating non-executive directors and designated employees of the Company and of promoting share ownership and alignment with the shareholders’ interests. Non- executive directors of Martinrea are automatically required to participate in the DSU Plan while employees may be designated from time to time to participate, at the sole discretion of the Board of Directors. Vesting conditions may be attached to the DSUs at the Board of Directors’ discretion. To date, DSUs granted to directors vest immediately. DSU plan participants receive additional DSUs equivalent to cash dividends paid on common shares. DSUs are paid out in cash upon termination of service, based on their fair market value, which is defined as the average closing share price of the Company’s common shares for the 20 days preceding the termination date. DSUs are considered cash-settled awards. The fair value of DSUs, at the date of grant to the DSU Plan participants, is recognized as compensation expense over the vesting period, with a liability recorded in trade and other payables. In addition, the DSUs are fair valued at the end of every reporting period and at the settlement date. Any change in the fair value of the liability is recognized as compensation expense in earnings. Recently adopted accounting standards IFRS 11, Joint Arrangements Effective January 1, 2016, the Company adopted the amendment made to IFRS 11, Joint Arrangements. The amendment to this standard requires business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business. The adoption of this amended standard did not have a significant impact on the interim condensed consolidated financial statements in the current or comparative periods. Recently issued accounting standards The IASB issued the following new standards and amendments to existing standards, which have not yet been adopted by the Company: IFRS 15, Revenue from Contracts with Customer (IFRS 15) Page 29 ▌Martinrea International Inc. In May 2014, the IASB issued IFRS 15 which introduces a single model for recognizing revenue from contracts with customers except leases, financial instruments and insurance contracts. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. The standard is effective for annual periods beginning on or after January 1, 2018. IFRS 9, Financial Instruments (IFRS 9) In July 2014, the IASB issued the final publication of the IFRS 9 standard, superseding IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 standard establishes principles for the reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. This new standard also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management. It does not fully change the types of hedging relationships or the requirement to measure and recognize ineffectiveness, however, it will provide more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. The standard is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. IFRS 16, Leases (IFRS 16) In January 2016, the IASB issued the final publication of IFRS 16, superseding IAS 17, Leases and IFRIC 4, Determining Whether an Arrangement Contains a Lease. The standard applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the customer. The standard removes the distinction between operating and finance leases with assets and liabilities recognized in respect of all leases. The standard is effective for annual periods beginning on or after January 1, 2019 with early adoption permitted if IFRS 15 has been adopted. Amendments to IFRS 2, Share-Based Payments (IFRS 2) In June 2016, the IASB issued amendments to IFRS 2 Share-Based Payment. The amendments provide clarification on how to account for certain types of share-based payment transactions. The Company intends to adopt the amendments to IFRS 2 in its consolidated financial statements for the annual period beginning January 1, 2018. Amendments to IAS 7, Statement of Cash Flows (IAS 7) In January 2016, the IASB issued amendments to IAS 7, Statement of Cash Flows. The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company intends to adopt the amendments to IAS 7 in its consolidated financial statements for the annual period beginning January 1, 2017. The Company is assessing the impact of these standards and amendments, if any, on the consolidated financial statements. Selected Annual Information The following table sets forth selected information from the Company’s consolidated financial statements for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. Page 30 ▌Martinrea International Inc. Sales Gross Margin Operating Income Net Income for the period Net Income Attributable to Equity Holders of the Company Net Earnings per Share – Basic Net Earnings per Share – Diluted Non-IFRS Measures* Adjusted Operating Income % of sales Adjusted EBITDA % of sales Adjusted Net Income Attributable to Equity Holders of the Company Adjusted Net Earnings per Share - Basic Adjusted Net Earnings per Share - Diluted Total Assets Cash and Cash Equivalents Total Interest Bearing Debt Dividends Declared 2016 3,968,407 432,050 159,444 91,961 92,380 1.07 1.07 197,707 5.0% 350,357 8.8% 130,085 1.51 1.50 2,468,494 59,165 721,403 10,366 $ $ $ $ $ $ $ $ $ $ $ $ 2015 3,866,771 $ 402,232 161,761 107,173 107,030 $ 1.25 $ 1.24 $ 178,870 $ 4.6% 317,750 8.2% 118,788 $ 1.38 $ 1.38 $ 2,463,928 $ 28,899 $ 717,012 $ 10,336 $ $ $ $ $ $ $ $ $ $ $ $ $ 2014 3,598,645 347,892 131,900 89,416 71,304 0.84 0.83 147,748 4.1% 270,370 7.5% 83,386 0.99 0.98 2,114,895 52,401 692,442 10,159 The year-over-year trends in the selected information above have been discussed previously in this MD&A, as well as the MD&A from December 31, 2015, including the unusual items in Table B under "Adjustments to Net Income". *Non-IFRS Measures The Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”). However, the Company considers certain non-IFRS financial measures as useful additional information in measuring the financial performance and condition of the Company. These measures, which the Company believes are widely used by investors, securities analysts and other interested parties in evaluating the Company’s performance, do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-IFRS measures include “Adjusted Net Income”, “Adjusted Net Earnings per Share (on a basic and diluted basis)”, “Adjusted Operating Income” and "Adjusted EBITDA”. Refer to page 2 of this MD&A for a full reconciliation of the Non-IFRS measures for the years ended December 31, 2016 and 2015 and the Company’s MD&A for the year ended December 31, 2015, as previously filed and available at www.sedar.com, for a full reconciliation of the Non-IFRS measures for the year ended December 31, 2014. FORWARD-LOOKING INFORMATION Special Note Regarding Forward-Looking Statements This MD&A and the documents incorporated by reference therein contains forward-looking statements within the meaning of applicable Canadian securities laws including related to the Company’s expectations as to the growth of the Company and pursuit of its strategies, the ramping up and launching of new programs, investments in its business, the opportunity to increase sales, the future amount and type of restructuring expenses to be expensed (including the expectation as to no further restructuring costs from the Honsel acquisition), the financing of future capital expenditures, the Company’s views of the likelihood of tooling and component part supplier default, the Company’s ability to capitalize on opportunities in the automotive industry, the Company’s views on its liquidity and ability to deal with present economic conditions, growth of future sales or production volumes and the payment of dividends as well as other forward-looking statements. The words “continue”, “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “views”, “intend”, “believe”, “plan” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate in the circumstances. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by the forward- looking statements, including, without limitation, the following factors, some of which are discussed in detail in the Company’s Annual Information Form for the year ended December 31, 2016 and other public filings which can be found at www.sedar.com: Page 31 ▌Martinrea International Inc. • North American and global economic and political conditions; • the highly cyclical nature of the automotive industry and the industry’s dependence on consumer spending and general economic conditions; the Company’s dependence on a limited number of significant customers; financial viability of suppliers; the Company's reliance on critical suppliers and on suppliers for components and the risk that suppliers will not be able to supply components on a timely basis or in sufficient quantities; competition; the increasing pressure on the Company to absorb costs related to product design and development, engineering, program management, prototypes, validation and tooling; increased pricing of raw materials; outsourcing and in-sourcing trends; the risk of increased costs associated with product warranty and recalls together with the associated liability; the Company’s ability to enhance operations and manufacturing techniques; dependence on key personnel; limited financial resources; risks associated with the integration of acquisitions; costs associated with rationalization of production facilities; launch costs; the potential volatility of the Company’s share price; changes in governmental regulations or laws including any changes to the North American Free Trade Agreement; labour disputes; litigation; currency risk; fluctuations in operating results; internal controls over financial reporting and disclosure controls and procedures; environmental regulation; a shift away from technologies in which the Company is investing; competition with low cost countries; the Company’s ability to shift its manufacturing footprint to take advantage of opportunities in emerging markets; risks of conducting business in foreign countries, including China, Brazil and other growing markets; potential tax exposures; a change in the Company’s mix of earnings between jurisdictions with lower tax rates and those with higher tax rates, as well as the Company’s ability to fully benefit from tax losses; under-funding of pension plans; and the cost of post-employment benefits impairment charges; and cyber security threats. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Page 32 ▌Martinrea International Inc. MARTINREA INTERNATIONAL INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Martinrea International Inc. Table of Contents Management's responsibility for financial reporting Independent auditors' report Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements Inventories Intangible assets 1. Basis of preparation 2. Significant accounting policies 3. Trade and other receivables 4. 5. Sale of assets and liabilities held for sale 6. Property, plant and equipment 7. 8. Trade and other payables 9. Impairment of Assets 10. Provisions 11. Long-term debt 12. Pensions and other post-retirement benefits 13. Income taxes 14. Capital stock 15. Earnings per share 16. Research and development costs 17. Personnel expenses 18. Finance expense and other finance income 19. Operating segments 20. Financial instruments 21. Commitments and contingencies 22. Guarantees 23. Transactions with key management personnel 24. List of consolidated entities Page 1 2 3 4 5 6 7 8 9 17 17 17 18 18 19 19 20 20 22 25 27 28 28 29 29 29 30 34 35 35 35 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying consolidated financial statements of Martinrea International Inc. are the responsibility of management and have been prepared in accordance with International Financial Reporting Standards and, where appropriate, reflect best estimates based on management’s judgment. In addition, all other information contained in the annual report to shareholders and Management Discussion and Analysis for the year ended December 31, 2016 is also the responsibility of management. The Company maintains systems of internal accounting and administrative controls designed to provide reasonable assurance that the financial information provided is accurate and complete and that all assets are properly safeguarded. The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting, for overseeing management’s performance of its financial reporting responsibilities, and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board of Directors delegates certain responsibility to the Audit Committee, which is comprised of independent non-management directors. The Audit Committee meets with management and KPMG LLP, the external auditors, multiple times a year to review among other things accounting policies, observations, if any, relating to internal controls over the financial reporting process that may be identified during the audit process, as influenced by the nature, timing and extent of audit procedures performed, annual financial statements, the results of the external audit examination and the Management Discussion and Analysis included in the report to shareholders for the year ended December 31, 2016. The external auditors and internal auditors have unrestricted access to the Audit Committee. The Audit Committee reports its findings to the Board of Directors so that the Board may properly approve the consolidated financial statements for issuance to shareholders. (Signed) “Pat D’Eramo” (Signed) “Fred Di Tosto” Pat D’Eramo Fred Di Tosto President & Chief Executive Officer Chief Financial Officer KPMG LLP Chartered Public Accountants Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto Ontario M5H 2S5 Telephone Fax Internet (416) 777-8500 (416) 777-8818 www.kpmg.ca INDEPENDENT AUDITORS’ REPORT To the Shareholders of Martinrea International Inc. We have audited the accompanying consolidated financial statements of Martinrea International Inc., which comprise the consolidated balance sheets as at December 31, 2016 and December 31, 2015, the consolidated statements of operations, comprehensive income, changes in equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Martinrea International Inc. as at December 31, 2016 and December 31, 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants March 2, 2017 Toronto, Canada Note December 31, 2016 December 31, 2015 3 4 6 13 7 8 10 11 11 12 13 14 $ $ $ $ 59,165 $ 568,445 306,130 14,758 9,786 958,284 1,257,247 179,702 73,261 1,510,210 2,468,494 $ 707,007 $ 6,689 18,622 27,982 760,300 693,421 66,863 118,234 878,518 1,638,818 710,510 42,660 117,048 (40,020) 830,198 (522) 829,676 2,468,494 $ 28,899 586,024 356,969 13,651 10,401 995,944 1,202,162 182,232 83,590 1,467,984 2,463,928 743,096 15,598 29,873 43,399 831,966 673,613 67,552 114,571 855,736 1,687,702 709,396 42,648 147,442 (123,157) 776,329 (103) 776,226 2,463,928 Martinrea International Inc. Consolidated Balance Sheets (in thousands of Canadian dollars) ASSETS Cash and cash equivalents Trade and other receivables Inventories Prepaid expenses and deposits Income taxes recoverable TOTAL CURRENT ASSETS Property, plant and equipment Deferred income tax assets Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES Trade and other payables Provisions Income taxes payable Current portion of long-term debt TOTAL CURRENT LIABILITIES Long-term debt Pension and other post-retirement benefits Deferred income tax liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES EQUITY Capital Stock Contributed surplus Accumulated other comprehensive income Accumulated deficit TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Non-controlling interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY Commitment and Contingencies (note 21) See accompanying notes to the consolidated financial statements. On behalf of the Board: “Robert Wildeboer” Director “Scott Balfour” Director Page 3 ▌Martinrea International Inc. Year ended December 31, 2016 Note $ 3,968,407 $ Year ended December 31, 2015 3,866,771 (3,347,152) (117,387) (3,464,539) 402,232 (21,765) (193,610) (7,485) (2,134) - (15,337) (370) 230 161,761 (25,266) 4,925 141,420 (34,247) 107,173 (3,408,740) (127,617) (3,536,357) 432,050 (24,853) (198,109) (8,727) (2,307) (34,579) (3,684) - (347) 159,444 (24,196) (1,909) 133,339 (41,378) 91,961 $ 419 (143) 92,380 $ 107,030 1.07 $ 1.07 $ 1.25 1.24 16 9 10 5 18 18 13 15 15 $ $ $ $ Martinrea International Inc. Consolidated Statements of Operations (in thousands of Canadian dollars, except per share amounts) SALES Cost of sales (excluding depreciation of property, plant and equipment) Depreciation of property, plant and equipment (production) Total cost of sales GROSS MARGIN Research and development costs Selling, general and administrative Depreciation of property, plant and equipment (non-production) Amortization of customer contracts and relationships Impairment of assets Restructuring costs Loss on sale of assets and liabilities held for sale Gain (loss) on disposal of property, plant and equipment OPERATING INCOME Finance costs Other finance income (expense) INCOME BEFORE INCOME TAXES Income tax expense NET INCOME FOR THE PERIOD Non-controlling interest NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Basic earnings per share Diluted earnings per share See accompanying notes to the consolidated financial statements. Page 4 ▌Martinrea International Inc. Martinrea International Inc. Consolidated Statements of Comprehensive Income (in thousands of Canadian dollars) NET INCOME FOR THE PERIOD Other comprehensive income (loss), net of tax: Items that may be reclassified to net income Foreign currency translation differences for foreign operations Items that will not be reclassified to net income Actuarial gains (losses) from the remeasurement of defined benefit plans Other comprehensive income (loss), net of tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Attributable to: Equity holders of the Company Non-controlling interest TOTAL COMPREHENSIVE INCOME FOR THE PERIOD See accompanying notes to the consolidated financial statements. Year ended December 31, 2016 Year ended December 31, 2015 $ 91,961 $ 107,173 (30,394) 91,515 1,123 (29,271) 62,690 $ 63,109 (419) 62,690 $ (371) 91,144 198,317 198,174 143 198,317 $ $ Page 5 ▌Martinrea International Inc. Martinrea International Inc. Consolidated Statements of Changes in Equity (in thousands of Canadian dollars) Equity attributable to equity holders of the Company Capital stock 694,198 $ - Contributed surplus 45,347 $ - $ Cumulative translation account 55,927 $ - Accumulated deficit (219,480) $ 107,030 - - 15,198 1,384 - (4,083) - - - - (10,336) - Balance at December 31, 2014 Net income for the period Compensation expense related to stock options Dividends ($0.12 per share) Exercise of employee stock options Other comprehensive income (loss), net of tax - - 709,396 - - - 1,114 - - 42,648 - 333 - (321) - 91,515 147,442 - - - - (371) - (123,157) 92,380 - (10,366) - Non- controlling interest (246) $ 143 Total equity 575,746 107,173 - - - 1,384 (10,336) 11,115 - - (103) (419) (371) 91,515 776,226 91,961 - - - 333 (10,366) 793 Total 575,992 $ 107,030 1,384 (10,336) 11,115 (371) 91,515 776,329 92,380 333 (10,366) 793 - - 710,510 $ - - 42,660 $ - (30,394) 117,048 $ 1,123 - (40,020) $ 1,123 (30,394) 830,198 $ - - (522) $ 1,123 (30,394) 829,676 Actuarial losses from the remeasurement of defined benefit plans Foreign currency translation differences Balance at December 31, 2015 Net income for the period Compensation expense related to stock options Dividends ($0.12 per share) Exercise of employee stock options Other comprehensive income (loss), net of tax Actuarial gains from the remeasurement of defined benefit plans Foreign currency translation differences Balance at December 31, 2016 $ See accompanying notes to the consolidated financial statements. Page 6 ▌Martinrea International Inc. Martinrea International Inc. Consolidated Statements of Cash Flows (in thousands of Canadian dollars) CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES: Net Income for the period Adjustments for: Depreciation of property, plant and equipment Amortization of customer contracts and relationships Amortization of development costs Impairment of assets (note 9) Unrealized losses on foreign exchange forward contracts Change in fair value of deferred share units Finance costs Income tax expense Loss on sale of assets and liabilities held for sale (note 5) Loss (gain) on disposal of property, plant and equipment Stock-based compensation Pension and other post-retirement benefits expense Contributions made to pension and other post-retirement benefits Changes in non-cash working capital items: Trade and other receivables Inventories Prepaid expenses and deposits Trade, other payables and provisions Interest paid (excluding capitalized interest) Income taxes paid NET CASH PROVIDED BY OPERATING ACTIVITIES FINANCING ACTIVITIES: Increase in long-term debt Repayment of long-term debt Dividends paid Exercise of employee stock options NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES INVESTING ACTIVITIES: Purchase of property, plant and equipment* Capitalized development costs Proceeds sale of assets and liabilities held for sale (note 5) Proceeds on disposal of property, plant and equipment NET CASH USED IN INVESTING ACTIVITIES Effect of foreign exchange rate changes on cash and cash equivalents INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, END OF PERIOD Year ended December 31, 2016 Year ended December 31, 2015 $ 91,961 $ 107,173 136,344 2,307 13,652 34,579 208 568 24,196 41,378 - 347 333 4,274 (2,116) 348,031 (4,537) 29,923 (1,038) (40,334) 332,045 (22,361) (49,967) 259,717 $ 90,784 (69,499) (10,365) 793 11,713 $ (226,910) (12,624) - 438 (239,096) $ 124,872 2,134 12,104 - 134 - 25,266 34,247 370 (230) 1,384 4,264 (4,207) 307,511 (9,883) (15,395) (2,488) (10,869) 268,876 (24,259) (51,990) 192,627 51,271 (98,911) (10,293) 11,115 (46,818) (179,578) (15,193) 20,638 2,677 (171,456) (2,068) 2,145 30,266 28,899 59,165 $ (23,502) 52,401 28,899 $ $ $ $ * As at December 31, 2016, $71,557 (December 31, 2015, $49,013) of purchases of property, plant and equipment remain unpaid and are recorded in trade, other payables and provisions. See accompanying notes to the consolidated financial statements. Page 7 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Martinrea International Inc. (the “Company”) was formed by the amalgamation under the Ontario Business Corporations Act of several predecessor Corporations by articles of amalgamation dated May 1, 1998. The Company is a leader in the development and production of quality metal parts, assemblies and modules, fluid management systems and complex aluminum products focused primarily on the automotive sector. 1. BASIS OF PREPARATION (a) Statement of compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements of the Company for the year ended December 31, 2016 were approved by the Board of Directors on March 2, 2017. (b) Functional and presentation currency These consolidated financial statements are presented in Canadian dollars, which is the Company’s presentation currency. All financial information presented in Canadian dollars has been rounded to the nearest thousand, except per share amounts and where otherwise indicated. (c) Use of estimates and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation uncertainty that have the most significant effect on the amounts recognized in the consolidated financial statements relate to the following (assumptions made are disclosed in individual notes throughout the financial statements where relevant):       Estimates of the economic life of property, plant and equipment and intangible assets; Estimates of income taxes. The Company is subject to income taxes in numerous jurisdictions. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues, based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made; Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference or tax loss carry-forwards can be utilized. The recognition of temporary differences and tax loss carry-forwards is based on the Company’s estimates of future taxable profits in different tax jurisdictions against which the temporary differences and loss carry-forwards may be utilized; Estimates used in testing non-financial assets for impairment including the recoverability of development costs; Assumptions employed in the actuarial calculation of pension and other post-retirement benefits. The cost of pensions and other post retirement benefits earned by employees is actuarially determined using the projected unit credit method prorated on service, and the Company’s best estimate of salary escalation and mortality rates. Discount rates used in actuarial calculations are based on long-term interest rates and can have a significant effect on the amount of plan liabilities and service costs. The Company employs external experts when deciding upon the appropriate estimates to use to value employee benefit plan obligations and expenses. To the extent that these estimates differ from those realized, employee benefit plan liabilities and comprehensive income will be affected in future periods; Revenue recognition on separately priced tooling contracts: Tooling contract prices are generally fixed; however, price changes, change orders and program cancellations may affect the ultimate amount of revenue recorded with respect to a contract. Contract costs are estimated at the time of signing the contract and are reviewed at each reporting date. Adjustments to the original estimates of total Page 8 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) contract costs are often required as work progresses under the contract and as experience is gained, even though the scope of the work under the contract may not change. When the current estimates of total contract revenue and total contract costs indicate a loss, a provision for the entire loss on the contract is made. Factors that are considered in arriving at the forecasted loss on a contract include, amongst others, cost over-runs, non-reimbursable costs, change orders and potential price changes. Estimates used in determining the fair value of stock option grants. These estimates include assumptions about the volatility of the Company’s stock, forfeiture rates, and expected life of the options.  Information about significant areas of critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements relate to the following (judgements made are disclosed in individual notes throughout the financial statements where relevant):    Accounting for provisions including assessments of possible legal and tax contingencies, and restructuring. Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not. Accounting for development costs – judgement is required to assess the division of activities between research and development, technical and commercial feasibility, and the availability of future economic benefit. Acquisitions – at initial recognition and subsequent remeasurement, judgements are made both for key assumptions in the purchase price allocation for each acquisition and regarding impairment indicators in the subsequent period. The purchase price is assigned to the identifiable assets, liabilities, and contingent liabilities based on fair values. Any remaining excess value is reported as goodwill. This allocation requires judgement as well as the definition of cash generating units for impairment testing purposes. Other judgements might result in significantly different results and financial position in the future. The decisions made by the Company in each instance are set out under the various accounting policies in these notes. 2. SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated. (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company. (ii) Transactions eliminated on consolidation Intra-company balances and transactions, and any unrealized income and expenses arising from intra-company transactions, are eliminated in preparing the consolidated financial statements. (iii) Business combinations For every business combination, the Company identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Company takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another. Non-controlling interest: The Company measures, on a transaction-by-transaction basis, any non-controlling interest at fair value at the acquisition date, or at its proportionate interest in the identifiable assets and liabilities of the acquiree. Page 9 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Measuring goodwill: In a business combination, the Company measures goodwill as the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquired entity, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date. Consideration transferred includes the fair values of the assets transferred, including cash, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes contingent consideration and share-based payment awards exchanged in the business combination. Payments that effectively settle pre-existing relationships between the Company and the acquiree, payments to compensate employees or former owners for future services, and a reimbursement of transaction costs incurred by the acquiree on behalf of the Company are not accounted for as part of the business combination. Transaction costs that the Company incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are excluded from acquisition accounting, and are expensed as incurred. Contingent liabilities: Contingent liabilities that are present obligations that arose from past events are recognized at fair value at the acquisition date. Future changes in acquisition date contingent liabilities are recorded in earnings. (b) Foreign currency Each subsidiary of the Company maintains its accounting records in its functional currency. A subsidiary’s functional currency is the currency of the principal economic environment in which it operates. (i) Foreign currency transactions Transactions carried out in foreign currencies are translated using the exchange rate prevailing at the transaction date. Monetary assets and liabilities denominated in a foreign currency at the reporting date are translated at the exchange rate at that date. The foreign currency gain or loss on such monetary items is recognized as income or expense for the period. Non-monetary assets and liabilities denominated in a foreign currency are translated at the historical exchange rate prevailing at the transaction date. (ii) Translation of financial statements of foreign operations The assets and liabilities of subsidiaries whose functional currency is not the Canadian dollar are translated into Canadian dollars at the exchange rate prevailing at the reporting date. The income and expenses of foreign operations whose functional currency is not the Canadian dollar are translated to Canadian dollars at the exchange rate prevailing on the date of transaction. Foreign currency differences on translation are recognized in other comprehensive income in the cumulative translation account net of income tax. (c) Financial instruments (i) Non-derivative financial assets The Company initially recognizes loans and receivables and deposits at fair value on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially at fair value on the trade date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Page 10 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The Company has the following non-derivative financial assets: Financial assets at fair value through profit or loss: Financial assets are designated at fair value through profit or loss if the Company manages such asset and makes purchase and sale decisions based on their fair value in accordance with the Company’s documented risk management or investment strategy. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Financial assets at fair value through profit or loss consist of cash and cash equivalents. Cash and cash equivalents comprise cash balances and highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Loans and receivables: Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables consist of trade and other receivables. (ii) Non-derivative financial liabilities The Company has the following non-derivative financial liabilities: long-term debt and trade and other payables. The Company initially recognizes debt and subordinated liabilities at fair value on the date that they are originated plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. Trade and other payables are recognized initially on the trade date at which time the Company becomes a party to the contractual provisions of the instrument and subsequently at amortized cost. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. (iii) Derivative financial instruments The Company periodically uses derivative financial instruments such as foreign exchange forward contracts to manage its exposure to changes in exchange rates related to transactions denominated in currencies other than the Canadian dollar. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value with changes in fair value being recognized immediately in profit or loss. (iv) Hedge Accounting The Company uses some portion of its US denominated long-term debt to manage foreign exchange rate exposures on net investments made in certain US operations. At the inception of a hedging relationship, the Company designates and formally documents the relationship between the hedging instrument and the hedged item, the risk management objective, and the strategy for undertaking the hedge. The documentation identifies the specific net investment that is being hedged, the risk that is being hedged, the type of hedging instrument used and how effectiveness will be assessed. At inception and at every quarter end thereafter, the Company formally assesses the effectiveness of these net investment hedges. The change in fair value of the hedging US debt is recorded, to the extent effective, directly in Other Comprehensive Income (Loss). These amounts will be recognized in earnings as and when the corresponding Accumulated Other Comprehensive Income (Loss) from the hedged foreign operations is recognized in net earnings. Page 11 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) (d) Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes the cost of material and labour and other costs directly attributable to bringing the asset to a working condition for its intended use. When significant components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Certain tooling is produced or purchased specifically for the purpose of manufacturing parts for customer orders, which are either a) not sold to the customer, or b) paid for by the customer on delivery of each part, without the customer guaranteeing full financing of the costs incurred. In accordance with IAS 16, this tooling is recognized as property, plant and equipment. It is depreciated to match the lesser of estimated useful life and life of the program. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within profit or loss. The Company capitalizes borrowing costs directly attributable to the acquisition, construction or production of qualifying property, plant and equipment as part of the cost of that asset, if applicable. Capitalized borrowing costs are amortized over the useful life of the related asset. (ii) Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Maintenance and repair costs are expensed as incurred, except where they serve to increase productivity or to prolong the useful life of an asset, in which case they are capitalized. (iii) Depreciation Depreciation is recognized in profit or loss over the estimated useful life of each item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Depreciation is provided for at the following bases and rates: Basis Rate Buildings Leasehold improvements Manufacturing equipment Tooling and fixtures Other Declining balance Straight line Declining balance and straight line Straight line Declining balance and straight line 4% Lesser of estimated useful life and lease term 7% to 20% Lesser of estimated useful life and life of program 20% to 30% Land is not depreciated. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively, if appropriate. (e) Intangible assets The Company’s intangible assets are composed of customer contracts acquired in previous acquisitions and development costs. (i) Customer contracts and relationships: Customer contracts and relationships have a finite useful life and are amortized over their estimated economic life of up to 10 years on a straight line basis which approximates a basis, consistent with the contract value initially established upon acquisition. Page 12 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) (ii) Research and development: Development activities involve a plan or design for the production of new or substantially improved products and processes. Development costs are capitalized only if:     the development costs can be measured reliably, the product or process is technically and commercially feasible, the future economic benefits are probable, and the Company intends to and has sufficient resources to complete the development and to use or sell the asset. Capitalized development costs correspond to projects for specific customer applications that draw on approved generic standards or technologies already applied in production. These projects are analyzed on a case-by-case basis to ensure they meet the criteria for capitalization as described above. Development costs are subsequently amortized over the life of the program from the start of production. Amortization of development costs is recognized in research and development costs in the statements of operations. Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. (f) Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other direct costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads, including depreciation, based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. In determining the net realizable value, the Company considers factors such as yield, turnover, expected future demand and past experience. Impairment losses are recognized on the basis of the net realizable value. (g) Impairment (i) Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. All impairment losses are recognized in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, the reversal is recognized in profit or loss. (ii) Non-financial assets The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets’ are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that are not yet available for use, the recoverable amount is estimated each year at the same time. The recoverable amount of an asset or cash-generating unit (“CGU”) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Fair value less costs to sell is the amount obtainable from the sale of an asset or CGU in an arm’s-length transaction between knowledgeable, willing parties, less the costs of disposal. Costs of disposal are incremental costs directly attributable to the disposal of an asset or CGU, excluding finance costs and income tax expense. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing Page 13 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) use that are largely independent of the cash inflows of other assets or groups of assets. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to the carrying amounts of the assets in the unit (group of units). In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. (h) Pensions and other post-retirement benefits The Company’s liability for pensions and other post-retirement benefits is based on valuations performed by independent actuaries using the projected unit credit method. These valuations incorporate both financial assumptions (discount rate, and changes in salaries and medical costs) and demographic assumptions, including rate of employee turnover, retirement age and life expectancy. The liability for pensions and other post-retirement benefits is equal to the present value of the Company’s future benefit obligation less, where appropriate, the fair value of plan assets in funds allocated to finance such benefits. The effects of differences between previous actuarial assumptions and what has actually occurred (experience adjustments) and the effect of changes in actuarial assumptions (assumption adjustments) give rise to actuarial gains and losses. The Company recognizes all actuarial gains and losses arising from defined benefit plans immediately in accumulated deficit through other comprehensive income. (i) Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the Company expects some or all of the provision to be reimbursed, the reimbursement is recognized as a separate asset when reimbursement is virtually certain. Commitments resulting from restructuring plans are recognized when an entity has a detailed formal plan and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features. When the effect of the time value of money is material, the amount of the provision is discounted using a rate that reflects the market’s current assessment of this value and the risks specific to the liability concerned. The increase in the provision related to the passage of time is recognized through profit and loss in other finance income. (j) Revenue recognition Sales primarily include sales of finished goods and tooling revenues. Sales of finished goods and tooling revenues are recognized at the date on which the Company transfers substantially all the risks and rewards of ownership to the buyer, retains neither continuing managerial involvement nor effective control over the goods sold, and meets other revenue recognition criteria in accordance with IFRS. This generally corresponds to when the goods are shipped or, in the case of the sale of tooling, when the tool has been inspected and accepted by the customer. (k) Finance income and finance expense Finance income comprises interest income on funds invested, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Finance expense is comprised of interest expense on long-term debt, amortization of deferred financing costs, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, and losses on hedging instruments that are recognized in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis. Page 14 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) (l) Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized using the balance sheet method, with respect to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. (m) Guarantees The Company accounts for guarantees in accordance with IAS 39, Financial Instruments, Recognition and Measurement (“IAS 39”). A guarantee is a contract (including indemnity) that contingently requires the Company to make payments to the guaranteed party based on (i) changes in an underlying interest rate, foreign exchange rate, equity or commodity instrument, index or other variable, that is related to an asset, liability or equity security of the counterparty, (ii) failure of another party to perform under an obligating agreement or (iii) failure of a third party to pay indebtedness when due. Under IAS 39, guarantees are fair valued upon initial recognition. Subsequent to initial recognition, the guarantees are re-measured at the higher of (i) the amount determined in accordance with IAS 37, Provisions, Contingent Liabilities, and Contingent Assets and (ii) the amount initially recognized less cumulative amortization. (n) Share-based payments The Company accounts for all stock-based payments to employees and non-employees using the fair value based method of accounting. The Company measures the compensation cost of stock-based option awards to employees at the grant date using the Black-Scholes option pricing model to determine the fair value of the options. The stock-based compensation cost of the options is recognized as stock-based compensation expense over the relevant vesting period of the stock options. (o) Earnings per share The Company presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprise share options granted to employees. (p) Segment reporting An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. All operating segments’ operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Page 15 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) (q) Deferred Share Unit Plan On May 3, 2016, a Deferred Share Unit Plan (the “DSU Plan”) was established as a means of compensating non-executive directors and designated employees of the Company and of promoting share ownership and alignment with the shareholders’ interests. Non-executive directors of Martinrea are automatically required to participate in the DSU Plan while employees may be designated from time to time, at the sole discretion of the Board of Directors. Vesting conditions may be attached to the DSUs at the Board of Directors’ discretion. To date, DSUs granted to directors vest immediately. DSU Plan participants receive additional DSUs equivalent to cash dividends paid on common shares. DSUs are paid out in cash upon termination of service, based on their fair market value, which is defined as the average closing share price of the Company’s common shares for the 20 days preceding the termination date. DSUs are considered cash-settled awards. The fair value of DSUs, at the date of grant to the DSU Plan participants, is recognized as compensation expense over the vesting period, with a liability recorded in trade and other payables. In addition, the DSUs are fair valued at the end of every reporting period and at the settlement date. Any change in the fair value of the liability is recognized as compensation expense in earnings. (r) Recently adopted accounting standards IFRS 11, Joint Arrangements Effective January 1, 2016, the Company adopted the amendment made to IFRS 11, Joint Arrangements. The amendment to this standard requires business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business. The adoption of this amended standard did not have a significant impact on the consolidated financial statements in the current or comparative periods. (s) Recently issued accounting standards The IASB issued the following new standards and amendments to existing standards: IFRS 15, Revenue from Contracts with Customer In May 2014, the IASB issued IFRS 15 which introduces a single model for recognizing revenue from contracts with customers except leases, financial instruments and insurance contracts. The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. The standard is effective for annual periods beginning on or after January 1, 2018. IFRS 9, Financial Instruments In July 2014, the IASB issued the final publication of the IFRS 9 standard, superseding IAS 39 Financial Instruments: Recognition and Measurement standard. IFRS 9 establishes principles for the reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. This new standard also includes a new general hedge accounting standard which will align hedge accounting more closely with risk management. It does not fully change the types of hedging relationships or the requirement to measure and recognize ineffectiveness, however, it will provide more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. The standard is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. Page 16 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) IFRS 16, Leases In January 2016, the IASB issued the final publication of IFRS 16, superseding IAS 17, Leases and IFRIC 4, Determining Whether an Arrangement Contains a Lease. The standard applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the customer. The standard removes the distinction between operating and finance leases with assets and liabilities recognized in respect of all leases. The standard is effective for annual periods beginning on or after January 1, 2019 with early adoption permitted if IFRS 15 has been adopted. Amendments to IFRS 2, Share-Based Payments In June 2016, the IASB issued amendments to IFRS 2 Share-Based Payment. The amendments provide clarification on how to account for certain types of share-based payment transactions. The Company intends to adopt the amendments to IFRS 2 in its consolidated financial statements for the annual period beginning January 1, 2018. Amendments to IAS 7, Statement of Cash Flows In January 2016, the IASB issued amendments to IAS 7, Statement of Cash Flows. The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non- cash changes. The Company intends to adopt the amendments to IAS 7 in its consolidated financial statements for the annual period beginning January 1, 2017. The Company is assessing the impact of these standards, if any, on the consolidated financial statements. 3. TRADE AND OTHER RECEIVABLES Trade receivables VAT and other receivables December 31, 2016 555,074 $ 13,371 568,445 $ December 31, 2015 567,704 18,320 586,024 $ $ The Company’s exposures to credit and currency risks, and impairment losses related to trade and other receivables, are disclosed in note 20. 4. INVENTORIES Raw materials Work in progress Finished goods Tooling work in progress and other inventory December 31, 2016 146,802 $ 38,323 39,088 81,917 306,130 $ December 31, 2015 168,246 44,346 45,898 98,479 356,969 $ $ 5. SALE OF ASSETS AND LIABILITIES HELD FOR SALE During the second quarter ended June 30, 2015, certain assets and liabilities of the Company’s operating facility in Soest, Germany were transferred to assets held for sale. The Soest facility specializes in aluminum extrusions which the Company determined was not core to the strategy of the overall business going forward. The agreement to sell the Soest facility was closed on August 31, 2015. The net assets of the facility were sold for proceeds of $20,638 (€14,588) resulting in a pre-tax loss on sale of $370 (€257). Page 17 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 6. PROPERTY, PLANT AND EQUIPMENT December 31, 2016 December 31, 2015 Accumulated amortization and impairment losses (41,389) $ (33,316) (876,359) (34,387) (23,038) - (1,008,489) $ Cost 161,438 $ 58,303 1,684,395 42,806 40,795 277,999 2,265,736 $ $ $ Net book value 120,049 24,987 808,036 8,419 17,757 277,999 1,257,247 $ $ Cost 151,354 $ 54,861 1,552,322 39,286 37,262 259,806 2,094,891 $ Accumulated amortization and impairment losses (38,031) $ (30,257) (771,572) (33,543) (19,326) - (892,729) $ Net book value 113,323 24,604 780,750 5,743 17,936 259,806 1,202,162 Land and buildings Leasehold improvements Manufacturing equipment Tooling and fixtures Other assets Construction in progress and spare parts Movement in property, plant and equipment is summarized as follows: Net as of December 31, 2014 Additions Sale of assets held for sale (note 5) Disposals Depreciation Transfers from construction in progress and spare parts Foreign currency translation adjustment Net as of December 31, 2015 Additions Disposals Depreciation Impairment (note 9) Transfers from construction in progress and spare parts Foreign currency translation adjustment Net as of December 31, 2016 Land and buildings $ 105,417 $ - (1,165) - (3,782) 307 12,546 $ 113,323 $ - (4) (4,038) - 13,005 (2,237) $ 120,049 $ Other Leasehold Manufacturing Tooling and fixtures assets 6,313 $ 13,824 $ 1,019 (183) (29) (3,594) equipment 663,467 $ 5,837 (3,552) (1,604) (111,482) improvements 20,558 $ 563 - - (3,894) - (955) (157) (2,120) Construction in progress and spare parts 175,102 $ 207,800 - (657) - Total 984,681 215,219 (5,855) (2,447) (124,872) 5,060 2,317 24,604 $ 221 - (4,510) (723) 6,131 (736) 24,987 $ 137,712 90,372 780,750 $ 7,083 (512) (121,976) (21,021) 1,866 796 5,242 1,657 5,743 $ 17,936 $ 304 (62) (4,216) (26) 18 - (1,604) - (150,187) 27,748 - 135,436 259,806 $ 1,202,162 249,454 241,828 (207) (785) (136,344) - (21,770) - 188,457 (24,745) 808,036 $ 4,310 (48) 4,417 (596) 8,419 $ 17,757 $ (216,320) (7,108) - (35,470) 277,999 $ 1,257,247 The Company has entered into certain asset-backed financing arrangements that were structured as sale-and-leaseback transactions. At December 31, 2016, the carrying value of property, plant and equipment under such arrangements was $25,632 (December 31, 2015 – $32,834). The corresponding amounts owing are reflected within long-term debt (note 11). 7. INTANGIBLE ASSETS December 31, 2016 Accumulated amortization and impairment Cost losses Net book value December 31, 2015 Accumulated amortization and impairment Cost losses Customer contracts and relationships Development costs $ $ 62,044 $ 138,416 200,460 $ (53,872) $ (73,327) (127,199) $ 8,172 65,089 73,261 $ $ 62,556 $ 129,906 192,462 $ (51,783) $ (57,089) (108,872) $ Net book value 10,773 72,817 83,590 Page 18 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Movement in intangible assets is summarized as follows: Net as of December 31, 2014 Additions Amortization Foreign currency translation adjustment Net as of December 31, 2015 Additions Amortization Impairment (note 9) Foreign currency translation adjustment Net as of December 31, 2016 8. TRADE AND OTHER PAYABLES Trade accounts payable and accrued liabilities Foreign exchange forward contracts (note 20(d)) Customer contracts and relationships Development costs 11,796 $ - (2,134) 1,111 10,773 $ - (2,307) - (294) 8,172 $ 60,010 $ 15,193 (12,104) 9,718 72,817 $ 12,624 (13,652) (4,179) (2,521) 65,089 $ $ $ $ Total 71,806 15,193 (14,238) 10,829 83,590 12,624 (15,959) (4,179) (2,815) 73,261 December 31, 2016 706,799 $ 208 707,007 $ December 31, 2015 742,962 134 743,096 $ $ The Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 20. 9. IMPAIRMENT OF ASSETS During the second quarter of 2016, the Company recorded impairment charges on property, plant, equipment, intangible assets and inventories totalling $34,579 (US $26,599) related to an operating facility in Detroit, Michigan included in the North American operating segment. The impairment charges resulted from the cancellation of the main OEM light vehicle platform being serviced by the facility, representing the majority of the business, well before the end of its expected life cycle. This led to a decision to close the facility. The impairment charges were recorded where the carrying amount of the assets exceeded their estimated recoverable amounts. Property, plant and equipment Intangible assets - Development costs Inventories Total impairment Year ended December 31, 2016 21,770 4,179 8,630 34,579 $ $ Year ended December 31, 2015 - - - - $ $ Page 19 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 10. PROVISIONS Net as of December 31, 2014 Net additions Amounts used during the period Foreign currency translation adjustment Net as of December 31, 2015 Net additions Amounts used during the period Foreign currency translation adjustment Net as of December 31, 2016 Restructuring (a) 3,752 15,337 (5,633) 570 14,026 3,684 (12,118) (344) 5,248 $ $ $ $ $ $ Claims and Litigations (b) 1,752 1,412 (1,339) (253) 1,572 189 (512) 192 1,441 $ $ $ Total 5,504 16,749 (6,972) 317 15,598 3,873 (12,630) (152) 6,689 Based on estimated cash outflows, all provisions as at December 31, 2016 and 2015 are presented on the consolidated balance sheet as current. (a) Restructuring As part of the acquisition of Honsel in 2011, a certain level of restructuring activity was contemplated, resulting in $15,337 in restructuring costs in the form of employee related severance incurred during 2015 ($15,007 in Meschede, Germany and $330 in Brazil). Additional restructuring costs in Meschede, Germany in the form of employee related severance of $1,810 (€1,238) were incurred during the second quarter of 2016. No further costs related to this restructuring are expected to be incurred. Other additions to the restructuring accrual during 2016 totalled $1,874 (US$1,441) and represent expected employee related payouts resulting from the closure of the operating facility in Detroit, Michigan as described in note 9. (b) Claims and litigation In the normal course of business, the Company may be involved in disputes with its suppliers, former employees or other third parties. Where the Company has determined that there is a probable loss that is expected from claims or litigation related to past events, a provision is recorded to cover the related risks associated with these disputes. To the best of the Company’s knowledge, there are no claims or litigation in progress or pending that are likely to have a material impact on the Company’s consolidated financial position. 11. LONG-TERM DEBT The Company’s interest-bearing loans and borrowings are measured at amortized cost. For more information about the Company’s exposure to interest rate, foreign currency and liquidity risk, see note 20. December 31, 2016 631,879 $ 89,524 721,403 (27,982) 693,421 $ December 31, 2015 574,818 142,194 717,012 (43,399) 673,613 $ $ Banking facility Equipment loans Current portion Page 20 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Terms and conditions of outstanding loans as at December 31, 2016, in Canadian dollar equivalents, are as follows: Banking facility Equipment loans Currency USD CAD Nominal interest rate Year of maturity December 31, 2016 Carrying amount LIBOR+2.0% BA+2.0% 2020 $ 2020 362,529 $ 269,350 December 31, 2015 Carrying amount 304,480 270,338 USD EUR EUR EUR USD USD EUR EUR EUR EUR USD EUR BRL USD USD USD USD 4.25% 3.06% 2.54% 4.93% 7.36% 4.25% 3.35% 4.34% 1.36% 3.37% 3.80% 0.26% 5.00% 3.99% 3.89% 3.65% 4.69% 2018 2024 2025 2023 2017 2017 2019 2025 2021 2017 2022 2025 2020 2017 2016 2016 2016 23,532 15,337 14,648 14,370 6,195 3,872 3,797 3,041 2,548 904 527 353 200 200 - - - $ 721,403 $ 42,926 16,267 15,537 15,509 12,319 14,100 5,419 3,225 902 7,988 - 352 221 2,642 3,136 1,032 619 717,012 On April 29, 2016, the Company’s banking facility was amended to extend its maturity date and increase the total available revolving credit lines under the facility. The primary terms of the amended banking facility, with a syndicate of nine banks, are as follows:       available revolving credit lines of $350 million and US $400 million; available asset based financing capacity of $205 million; no mandatory principal repayment provisions; an accordion feature which provides the Company with the ability to increase the revolving credit facility by up to US $150 million; pricing terms at market rates; and a maturity date of April 2020. There were no changes to pricing terms or financial covenants under the facility adverse to the Company. As at December 31, 2016, the Company has drawn US$270,000 (December 31, 2015 - US$220,000) on the U.S. revolving credit line and drawn $273,000 (December 31, 2015 - $273,000) on the Canadian revolving credit line. At December 31, 2016, the weighted average effective rate of the banking facility credit lines was 2.7% (December 31, 2015 - 2.9%). The facility requires the maintenance of certain financial ratios with which the Company was in compliance as at December 31, 2016. Deferred financing fees of $4,194 (December 31, 2015 - $2,994) have been netted against the carrying amount of the long-term debt. During 2016, the Company finalized the final drawdown on a five year equipment loan in the amount of €1,198 ($1,763) at a fixed interest rate of 1.36% with scheduled repayments starting in 2017. Future annual minimum principal repayments are as follows: Within one year One to two years Two to three years Three to four years Thereafter Page 21 ▌Martinrea International Inc. $ $ 27,982 12,883 3,139 638,812 38,587 721,403 Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 12. PENSIONS AND OTHER POST RETIREMENT BENEFITS The Company has defined benefit and non-pension post-retirement benefit plans in Canada, the United States and Germany. The defined benefit plans provide pensions based on years of service, years of contributions and earnings. The post-retirement benefit plans provide for the reimbursement of certain medical costs. The plans are governed by the pension laws of the jurisdiction in which they are registered. The Company’s pension funding policy is to contribute amounts sufficient, at minimum, to meet local statutory funding requirements. Local regulatory bodies either define minimum funding requirements or approve funding plans submitted by the Company. From time to time the Company may make additional discretionary contributions taking into account actuarial assessments and other factors. Actuarial valuations for the Company’s defined benefit pension plans are completed based on the regulations in place in the jurisdictions where the plans operate. The assets of the defined benefit pension plans are held in segregated accounts isolated from the Company’s assets. The plans are administered pursuant to applicable regulations, investment policies and procedures and to the mandate of an established pension committee. The pension committee oversees the administration of the pension plans, which include the following principal areas:  Overseeing the funding, administration, communication and investment management of the plans;  Selecting and monitoring the performance of all third parties performing duties in respect of the plans, including audit, actuarial and investment management services; Proposing, considering and approving amendments to the defined benefit pension plans; Proposing, considering and approving amendments of the investment policies and procedures; Reviewing actuarial reports prepared in respect of the administration of the defined benefit pension plans; and Reviewing and approving the audited financial statements of the defined benefit pension plan funds.     The assets of the defined benefit pension plans are invested and managed following all applicable regulations and investment policies and procedures, and reflect the characteristics and asset mix of each defined benefit pension plan. Investment and market return risk is managed by:     Contracting professional investment managers to execute the investment strategy following the investment policies and procedures and regulatory requirements; Specifying the kinds of investments that can be held in plans and monitoring compliance; Using asset allocation and diversification strategies; and Purchasing annuities from time to time. The pension plans are exposed to market risks such as changes in interest rates, inflation and fluctuations in investment values. The plans are also exposed to non-financial risks in the nature of membership mortality, demographic changes and regulatory change. Information about the Company’s defined benefit plans as at December 31, in aggregate, is as follows: Accrued benefit obligation: $ Balance, beginning of the year Benefits paid by the plan Current service costs Interest costs Actuarial gains/(losses) - experience Actuarial gains/(losses) - demographic assumptions Actuarial gains/(losses) - financial assumptions Transfers Settlements Foreign exchange translation adjustment $ Balance, end of year Other post- retirement benefits (48,744) $ 1,772 (122) (1,869) 299 Pensions (63,053) $ 3,132 (1,801) (2,415) 182 December 31, 2016 (111,797) $ 4,904 (1,923) (4,284) 481 Other post- retirement benefits (49,367) $ 1,886 (168) (1,960) (118) Pensions (58,560) $ 1,903 (1,926) (2,276) 289 December 31, 2015 (107,927) 3,789 (2,094) (4,236) 171 413 544 957 460 542 1,002 (848) - 276 712 (48,111) $ (2,393) - - 1,253 (64,551) $ (3,241) - 276 1,965 (112,662) $ 4,500 - 253 (4,230) (48,744) $ 1,600 (2) 581 (5,204) (63,053) $ 6,100 (2) 834 (9,434) (111,797) Page 22 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Plan Assets: Fair value, beginning of the year Contributions paid into the plans Benefits paid by the plans Transfers Interest income Administrative costs Remeasurements, return on plan assets recognized in other comprehensive income Foreign exchange translation adjustment Fair value, end of year $ Accrued benefit liability, end of year $ Other post- retirement benefits - $ 1,772 (1,772) - - - Pensions 44,245 $ 344 (3,132) - 1,746 (89) December 31, 2016 44,245 $ 2,116 (4,904) - 1,746 (89) Other post- retirement benefits - $ 1,886 (1,886) - - - - - - $ 3,318 3,318 (633) (633) - - 45,799 $ 45,799 $ - $ 44,245 $ Pensions 45,370 $ 2,321 (1,903) 2 1,869 (56) December 31, 2015 45,370 4,207 (3,789) 2 1,869 (56) (6,776) (6,776) 3,418 3,418 44,245 (48,111) (18,752) (66,863) (48,744) (18,808) (67,552) Pension benefit expense recognized in net income: Current service costs Net interest cost Administrative costs Curtailment/Settlements* Net benefit plan expense Other post- retirement benefits 122 $ 1,869 - (276) 1,715 $ $ $ Year ended December 31, Pensions 1,801 $ 669 89 - 2,559 $ 2016 1,923 $ 2,538 89 (276) 4,274 $ Other post- retirement benefits 168 $ 1,960 - (253) 1,875 $ Year ended December 31, 2015 2,094 2,367 56 (253) 4,264 Pensions 1,926 $ 407 56 - 2,389 $ *As described in note 5, certain assets and liabilities of the Company’s operating facility in Soest, Germany were sold in the third quarter of 2015. As part of that sale, the pension liability associated with the Soest facility was also transferred to the buyer resulting in a settlement gain of $581 which has been recorded as part of the loss on sale of assets and liabilities held for sale. Amounts recognized in other comprehensive income (loss) (before income taxes): Actuarial gains (losses) Year ended December 31, 2016 1,515 $ Year ended December 31, 2015 497 $ Plan assets are primarily composed of pooled funds that invest in fixed income and equities, common stocks and bonds that are actively traded. Plan assets are composed of: December 31, 2016 86.3% 13.7% 100.0% December 31, 2015 85.7% 14.3% 100.0% Description Equity Debt securities Page 23 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The defined benefit obligation and plan assets are composed by country as follows: Year ended December 31, 2016 Present value of funded obligations Fair value of plan assets Funding status of funded obligations Present value of unfunded obligations Total funded status of obligations Canada $ (27,083) $ 24,842 (2,241) (27,008) (29,249) $ $ USA (28,717) $ 20,957 (7,760) (22,933) (30,693) $ Germany - $ - - (6,921) (6,921) $ Total Canada Year ended December 31, 2015 Germany - $ - - (5,497) (5,497) $ USA (29,138) $ 21,160 (7,978) (23,775) (31,753) $ (26,520) $ 23,085 (3,435) (26,867) (30,302) $ Total (55,658) 44,245 (11,413) (56,139) (67,552) (55,800) $ 45,799 (10,001) (56,862) (66,863) $ There are significant assumptions made in the calculations provided by the actuaries and it is the responsibility of the Company to determine which assumptions could result in a significant impact when determining the accrued benefit obligations and pension expense. Principal actuarial assumptions, expressed as weighted averages, are summarized below: Weighted average actuarial assumptions Defined benefit pension plans Discount rate used to calculate year end benefit obligation Mortality table Other post-employment benefit plans Discount rate to calculate year end benefit obligation Mortality table Health care trend rates Initial healthcare rate Ultimate healthcare rate Sensitivity of Key Assumptions December 31, 2016 December 31, 2015 CPM - RPP 2014 Priv 3.7% 3.9% CPM - RPP 2014 Priv 3.9% CPM - RPP 2014 Priv & Blue collar w/MP 4.0% CPM - RPP 2014 Priv & Blue collar w/MP 6.5% 4.8% 7.0% 4.8% In the sensitivity analysis shown below, the Company determines the defined benefit obligation using the same method used to calculate the defined benefit obligations recognized in the consolidated balance sheets. Sensitivity is calculated by changing one assumption while holding the others constant. The actual change in defined benefit obligation will likely be different from that shown in the table, since it is likely that more than one assumption will change at a time, and that some assumptions are correlated. Pension Plans Discount rate Life Expectancy Other post-retirement benefits Discount rate Medical costs Impact on defined benefit obligation Impact on defined benefit obligation December 31, 2016 December 31, 2015 Change in assumption 0.50% 1 Year Increase in assumption Decrease by 7.7% Increase by 3.10% Decrease in assumption Increase by 8.6% Decrease by 3.25% Increase in assumption Decrease by 7.6% Increase by 3.01% Decrease in assumption Increase by 8.6% Decrease by 3.02% 0.50% 1 Year Decrease by 6.3% Increase by 12.0% Increase by 7.1% Decrease by 9.9% Decrease by 6.4% Increase by 11.7% Increase by 7.2% Decrease by 9.7% Page 24 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 13. INCOME TAXES The components of income tax expense are as follows: Current income tax expense Deferred income tax recovery Total income tax expense $ $ Taxes on items recognized in other comprehensive income or directly in equity in 2016 and 2015 were as follows: Year ended December 31, 2016 Year ended December 31, 2015 43,246 (8,999) 34,247 42,572 $ (1,194) 41,378 $ Deferred tax charge on: Employee benefit plan actuarial gains and losses Cumulative Translation Adjustments Reconciliation of effective tax rate Year ended December 31, 2016 Year ended December 31, 2015 $ $ (392) $ (2,080) (2,472) $ (868) (1,456) (2,324) The provision for income taxes differs from the result that would be obtained by applying statutory income tax rates to income before income taxes. This difference results from the following: Income before income taxes Tax at Statutory income tax rate of 26.5% (2015 - 26.5%) Increase (decrease) in income taxes resulting from: Manufacturing and processing profits deduction Tax audit settlements and changes in estimates related to prior years Revaluations due to foreign exchange and inflation Rate differences and deductions allowed in foreign jurisdictions Current year tax losses and withholding taxes for which no deferred tax asset is recognized Recognition of previously unrecognized deferred tax assets Stock-based compensation and other non-deductible expenses $ Effective income tax rate applicable to earnings before income taxes The movements of deferred tax assets are summarized below: Year ended December 31, 2016 $ 133,339 $ Year ended December 31, 2015 141,420 35,335 (910) (2,455) 2,971 (2,430) 8,008 (1,099) 1,958 41,378 $ 31.0% 37,476 (1,346) 5,748 6,292 (1,820) 6,116 (19,319) 1,100 34,247 24.2% December 31, 2014 Benefit (charge) to income Benefit (charge) to other comprehensive income Translation and other December 31, 2015 Benefit (charge) to income Benefit (charge) to other comprehensive income Translation and other $ Losses 93,826 $ 13,753 Employee benefits Interest and accruals 18,679 $ 551 12,429 $ (238) - 18,056 125,635 (8,374) - (3,865) (868) 2,313 20,675 198 (392) (420) - 1,392 13,583 11,739 - (190) PPE and intangible assets 22,261 $ (6,792) - 1,598 17,067 (2,039) - (912) Other 6,172 $ (3,807) 1,684 1,223 5,272 1,594 171 (40) Total 153,367 3,467 816 24,582 182,232 3,118 (221) (5,427) December 31, 2016 $ 113,396 $ 20,061 $ 25,132 $ 14,116 $ 6,997 $ 179,702 Page 25 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The movements of deferred tax liabilities are summarized below: December 31, 2014 Benefit to income Charge to other comprehensive income Translation and other December 31, 2015 Benefit (charge) to income Charge to other comprehensive income Translation and other December 31, 2016 Net deferred asset at December 31, 2015 Net deferred asset at December 31, 2016 PPE and intangible assets (98,414) $ 4,070 - (14,456) (108,800) (2,477) - 499 (110,778) $ $ $ Other (3,230) $ 1,462 (3,140) (863) (5,771) 553 (2,251) 13 (7,456) $ Total (101,644) 5,532 (3,140) (15,319) (114,571) (1,924) (2,251) 512 (118,234) $ $ 67,661 61,468 The Company has accumulated approximately $580,792 (2015 - $603,669) in non-capital losses that are available to reduce taxable income in future years. If unused these losses will expire as follows: Year 2017-2019 2020-2024 2025-2036 Indefinite $ $ 4,043 14,687 515,112 46,950 580,792 Deferred tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future taxable profits is probable. The ability to realize the tax benefits of these losses is dependent upon a number of factors, including the future profitability of operations in the jurisdictions in which the tax losses arose. A deferred tax asset of $72,746 in the United States (2015 - $65,017) has been recorded in excess of the reversing taxable temporary differences. Income projections support the conclusion that the deferred tax asset is probable of being realized and consequently, it has been recognized. At December 31, 2016, deferred tax assets have not been recognized in respect of the following items: Tax losses in foreign jurisdictions Deductible temporary differences in foreign jurisdictions Other capital items $ $ 2016 98,202 $ 1,575 188 99,965 $ 2015 93,184 1,374 188 94,746 Deferred tax is not recognized on the unremitted earnings of foreign subsidiaries to the extent that the Company is able to control the timing of the reversal of the temporary differences, and it is probable that the temporary differences will not reverse in the foreseeable future. The temporary difference in respect of the amount of undistributed earnings and other differences including the outside basis difference of foreign subsidiaries is approximately $441,009 at December 31, 2016 (December 31, 2015 - $393,311). Future changes in tax law could significantly impact the Company’s provision for income taxes, taxes payable, and deferred tax asset and liability balances. Recent proposals to lower the U.S. corporate income tax rate could result in a reduction in net deferred tax assets upon enactment of new tax legislation, with a corresponding, one-time, non-cash increase in income tax expense. As a result of the possible lower corporate tax rate, income tax expense and cash payments would be lower in subsequent years. Due to the uncertainty of potential new laws and rates that may be enacted in the U.S., the Company is unable to provide an estimate of impact at this time. Page 26 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 14. CAPITAL STOCK Common shares outstanding: Balance, December 31, 2014 Exercise of stock options Balance, December 31, 2015 Exercise of stock options Balance, December 31, 2016 Number Amount 84,925,083 $ 1,449,584 86,374,667 $ 110,000 86,484,667 $ 694,198 15,198 709,396 1,114 710,510 The Company is authorized to issue an unlimited number of common shares. The Company’s shares have no par value. Stock options The Company has one stock option plan for key employees. Under the plan the Company may grant options to its key employees for up to 9,000,000 shares of common stock with option room available calculated in accordance with the terms of the stock option plan. Under the plan, the exercise price of each option equals the market price of the Company's stock on the date of grant or such other date as determined in accordance with the stock option plan and policies of the Company and the options have a maximum term of 10 years. Options are granted throughout the year and vest between zero and four years. The following is a summary of the activity of the outstanding share purchase options: Balance, beginning of period Granted during the period Exercised during the period Cancelled during the period Balance, end of period Options exercisable, end of period Year ended December 31, 2016 Number of options 4,340,617 $ - (110,000) (1,220,000) 3,010,617 $ 2,885,617 $ Weighted average exercise price 12.38 - 7.21 15.31 11.38 11.36 Year ended December 31, 2015 Weighted average exercise price 11.13 13.87 7.67 10.40 12.38 12.41 Number of options 5,645,202 $ 150,000 (1,449,584) (5,001) 4,340,617 $ 4,090,617 $ The following is a summary of the issued and outstanding common share purchase options as at December 31, 2016: Range of exercise price per share $6.00 - 8.99 $9.00 - 9.99 $10.00 - 15.99 $16.00 - 17.75 Total share purchase options Number outstanding 999,868 50,000 1,220,749 740,000 3,010,617 Date of grant 2008 - 2012 2008 2007 - 2015 2007 Expiry 2018 - 2022 2018 2017 - 2025 2017 The table below summarizes the assumptions on a weighted average basis used in determining stock-based compensation expense under the Black- Scholes option pricing model. The Black-Scholes option valuation model used by the Company to determine fair values was developed for use in estimating the fair value of freely traded options, which are fully transferable and have no vesting restrictions. The Company’s stock options are not transferable, cannot be traded, are subject to vesting restrictions and exercise restrictions under the Company’s black-out policy which would tend to reduce the fair value of the Company’s stock options. Changes to subjective input assumptions used in the model can cause a significant variation in the estimate of the fair value of the options. Page 27 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Expected volatility Risk free interest rate Expected life (years) Dividend yield Weighted average fair value of options granted Year ended December 31, 2016 - - - - - $ Year ended December 31, 2015 36.87% 0.87% 4 0.87% 3.80 $ For the year ended December 31, 2016, the Company expensed $333 (2015 - $1,384) to reflect stock-based compensation expense, as derived using the Black-Scholes option valuation model. Deferred Share Unit Plan The details of the Company's DSUs described in Note 2 (q) are as follows: Year ended December 31, 2016 Year ended December 31, 2015 Units outstanding, beginning of period Units granted during the period Units for dividends paid during the period Units outstanding, end of period - 67,623 214 67,837 Weighted average fair value per unit on date of grant $ 8.38 $ - - - - - The 67,837 DSUs granted during the period were granted to non-executive directors and are not subject to vesting conditions. At December 31, 2016, the intrinsic value of the DSUs amounted to $568. DSU compensation expense of $568 was recognized for the year ended December 31, 2016. 15. EARNINGS PER SHARE Details of the calculations of earnings per share are set out below: Basic Effect of dilutive securities: Stock options Diluted Year ended December 31, 2016 Year ended December 31, 2015 Weighted average number of shares 86,389,379 $ Per common share amount 1.07 Weighted average number of shares 85,863,135 $ Per common share amount 1.25 137,904 86,527,283 $ - 1.07 506,194 86,369,329 $ (0.01) 1.24 The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding. During 2016, 2,010,749 options (2015 - 2,557,000) were excluded from the diluted weighted average per share calculation as they were anti-dilutive. 16. RESEARCH AND DEVELOPMENT COSTS Research and development costs, gross Capitalized development costs Amortization of capitalized development costs Net expense Page 28 ▌Martinrea International Inc. Note $ $ Year ended December 31, 2016 23,825 $ (12,624) 13,652 24,853 $ Year ended December 31, 2015 24,854 (15,193) 12,104 21,765 Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 17. PERSONNEL EXPENSES The statements of operations present operating expenses by function. Operating expenses include the following personnel-related expenses: Wages and salaries and other short-term employee benefits Expenses related to pension and post-retirement benefits Share based payments 18. FINANCE EXPENSE AND OTHER FINANCE INCOME Note $ 12 14 $ Year ended December 31, 2016 878,242 $ 4,274 333 882,849 $ Year ended December 31, 2015 842,775 4,264 1,384 848,423 Debt interest, gross Capitalized interest – at an average rate of 2.7% (2015 - 3.1 %) Finance expense $ $ Year ended December 31, 2016 Year ended December 31, 2015 28,418 (3,152) 25,266 27,404 $ (3,208) 24,196 $ Net foreign exchange loss (gain) Other income, net Other finance expense (income) 19. OPERATING SEGMENTS $ $ Year ended December 31, 2016 Year ended December 31, 2015 (4,846) (79) (4,925) 2,228 $ (319) 1,909 $ The Company designs, engineers, manufactures, and sells quality metal parts, assemblies, and fluid management systems primarily serving the global automotive industry. It conducts its operations through divisions, which function as autonomous business units, following a corporate policy of functional and operational decentralization. The Company’s products include a wide array of products, assemblies and systems for small and large cars, crossovers, pickups and sport utility vehicles. The Company defines its operating segments as components of its business where separate financial information is available and routinely evaluated by management. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. Given the differences between the regions in which the Company operates, Martinrea’s operations are segmented on a geographic basis between North America, Europe and Rest of the World. The accounting policies of the segments are the same as those described in the significant accounting policies in note 2 of the consolidated financial statements. The Company uses segment operating income as the basis for the CODM to evaluate the performance of each of the Company’s reportable segments. Page 29 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The following is a summary of selected data for each of the Company’s segments: North America Canada USA Mexico Europe Germany Spain Slovakia Rest of the World Year ended December 31, 2016 Sales Property, plant and equipment Operating Income Year ended December 31, 2015 Sales Property, plant and equipment Operating Income $ $ 816,285 $ 1,534,526 861,317 3,212,128 $ 176,901 408,430 418,353 $ 1,003,684 $ 128,783 $ 410,565 167,575 55,150 633,290 122,989 93,061 78,443 13,066 184,570 68,993 35,003 (4,342) 827,321 $ 1,500,913 766,229 3,094,463 $ 500,021 133,963 50,231 684,215 88,093 159,027 473,643 339,124 971,794 $ 77,616 70,058 15,612 163,286 67,082 $ 3,968,407 $ 1,257,247 $ 159,444 $ 3,866,771 $ 1,202,162 $ 153,201 18,048 (9,488) 161,761 Inter-segment sales are not significant for any period presented. 20. FINANCIAL INSTRUMENTS The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, long-term debt, and foreign exchange forward contracts. Fair Value IFRS 13 “Fair Value Measurement” provides guidance about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are required to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs. The first two levels are considered observable and the last unobservable. These levels are used to measure fair values as follows:    Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, either directly or indirectly. Level 2 – Inputs, other than Level 1 inputs that are observable for assets and liabilities, either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table summarizes the fair value hierarchy under which the Company’s applicable financial instruments are valued: Cash and cash equivalents Foreign exchange forward contracts (note 8) Cash and cash equivalents Foreign exchange forward contracts (note 8) $ $ $ $ Total 59,165 $ (208) $ Total 28,899 $ (134) $ Page 30 ▌Martinrea International Inc. December 31, 2016 Level 1 59,165 $ - $ Level 2 - $ (208) $ December 31, 2015 Level 1 28,899 $ - $ Level 2 - $ (134) $ Level 3 - - Level 3 - - Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) Fair values versus carrying amounts The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows: December 31, 2016 FINANCIAL ASSETS: Trade and other receivables FINANCIAL LIABILITIES: Trade and other payables Long-term debt Foreign exchange forward contracts Net financial assets (liabilities) December 31, 2015 FINANCIAL ASSETS: Trade and other receivables FINANCIAL LIABILITIES: Trade and other payables Long-term debt Foreign exchange forward contracts $ $ $ Fair value through profit or loss Loans and receivables Amortized cost Carrying amount Fair value - $ - 568,445 $ 568,445 - $ - 568,445 $ 568,445 568,445 568,445 - - (208) (208) - - - - (706,799) (721,403) - (1,428,202) (706,799) (721,403) (208) (1,428,410) (706,799) (721,403) (208) (1,428,410) (208) $ 568,445 $ (1,428,202) $ (859,965) $ (859,965) Fair value through profit or loss Loans and receivables Amortized cost Carrying amount Fair value - $ - 586,024 $ 586,024 - $ - 586,024 $ 586,024 586,024 586,024 - - (134) (134) - - - - (742,962) (717,012) - (1,459,974) (742,962) (717,012) (134) (1,460,108) (742,962) (717,012) (134) (1,460,108) Net financial assets (liabilities) $ (134) $ 586,024 $ (1,459,974) $ (874,084) $ (874,084) The fair value of trade and other receivables and trade and other payables approximates their carrying amounts due to the short-term maturities of these instruments. The estimated fair value of long-term debt approximates its carrying value since debt is subject to terms and conditions similar to those available to the Company for instruments with comparable terms, and the interest rates are market-based. Risk Management The main risks arising from the Company’s financial instruments are credit risk, liquidity risk, interest rate risk and currency risk. These risks arise from exposures that occur in the normal course of business and are managed on a consolidated Company basis. (a) Credit risk Credit risk refers to the risk of losses due to failure of the Company’s customers or other counterparties to meet their payment obligations. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, and foreign exchange forward contracts. Credit risk associated with cash and short-term deposits is minimized by ensuring these financial assets are placed with financial institutions with high credit ratings. The credit risk associated with foreign exchange forward contracts arises from the possibility that the counterparty to one of these contracts fails to perform according to the terms of the contract. Credit risk associated with foreign exchange forward contracts is minimized by entering into such transactions with major Canadian and U.S. financial institutions. In the normal course of business, the Company is exposed to credit risk from its customers. The Company has three customers whose sales were 31.5%, 28.6%, and 15.0% of its production sales for the twelve months ending December 31, 2016. A substantial portion of the Company’s accounts receivables are with large customers in the automotive, truck and industrial sectors and are subject to normal industry credit risks. The level of accounts receivable that was past due as at December 31, 2016 are part of normal payment patterns within the industry and the allowance for doubtful accounts is less than 0.50% of total trade receivables for all periods and movements in the current year are minimal. Page 31 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The aging of trade receivables at the reporting date was as follows: 0-60 days 61-90 days Greater than 90 days (b) Liquidity risk December 31, 2016 526,483 $ 16,540 12,051 555,074 $ December 31, 2015 515,741 22,729 29,234 567,704 $ $ Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company manages liquidity risk by monitoring sales volumes and collection efforts to ensure sufficient cash flows are generated from operations to meet its liabilities when they become due. Management monitors consolidated cash flows on a weekly basis covering a rolling 12 week period, quarterly through forecasting and annually through the Company’s budget process. At December 31, 2016, the Company had cash of $59,165 and banking facilities available as discussed in note 11. All the Company’s financial liabilities other than long-term debt have maturities of approximately 60 days. A summary of contractual maturities of long-term debt is provided in note 11. (c) Interest rate risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in the market interest rates. The Company is exposed to interest rate risk as a significant portion of the Company’s long-term debt bears interest at rates linked to the US prime, Canadian prime, one month LIBOR or the Banker’s Acceptance rates. The interest on the bank facility fluctuates depending on the achievement of certain financial debt ratios, and may cause the interest rate to increase by a maximum of 1.0%. The interest rate profile of the Company’s long-term debt was as follows: Variable rate instruments Fixed rate instruments Sensitivity analysis Carrying amount December 31, 2016 631,879 $ 89,524 721,403 $ December 31, 2015 574,818 142,194 717,012 $ $ An increase or decrease of 1.0% in all variable interest rate debt would, all else being equal, have an effect of $6,246 (December 31, 2015 - $5,780) on the Company’s consolidated financial results for the year ended December 31, 2016. (d) Currency risk Currency risk refers to the risk that the value of the financial instruments or cash flows associated with the instruments will fluctuate due to changes in the foreign exchange rates. The Company undertakes sales and purchase transactions in foreign currencies, and therefore is subject to gains and losses due to fluctuations in foreign currency exchange rates. The Company’s foreign exchange risk management includes the use of foreign currency forward contracts to fix the exchange rates on certain foreign currency exposures. At December 31, 2016, the Company had committed to the following foreign exchange contracts: Buy Mexican Peso Currency Buy Euro Currency Page 32 ▌Martinrea International Inc. Amount of U.S. dollars Weighted average exchange rate of U.S. dollars Maximum period in months 22,809 20.6059 4 Amount of CAD dollars Weighted average exchange rate of CAD dollars Maximum period in months 1,050 1.4002 1 $ $ Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) The aggregate value of these forward contracts as at December 31, 2016 was a pre-tax loss of $208 and was recorded in trade and other payables (December 31, 2015 – loss of $134 and was recorded in trade and other payables) The Company’s exposure to foreign currency risk reported in the foreign currency was as follows: December 31, 2016 Trade and other receivables Trade and other payables Long-term debt December 31, 2015 Trade and other receivables Trade and other payables Long-term debt USD 289,124 € (353,541) (295,971) (360,388) € USD 298,727 € (341,419) (275,714) (318,406) € $ $ $ $ EURO 59,222 $ (73,297) (38,813) (52,888) $ EURO 60,643 $ (83,303) (43,381) (66,041) $ PESO 27,941 R$ (116,038) - (88,097) R$ PESO 29,467 R$ (168,509) - (139,042) R$ BRL 15,359 ¥ (17,432) (495) (2,568) ¥ CNY 156,848 (79,703) - 77,145 BRL 10,964 ¥ (17,890) (633) (7,559) ¥ CNY 133,003 (90,216) - 42,787 The following summary illustrates the fluctuations in the exchange rates applied during the year ended December 31, 2016 and 2015: Average rate Closing rate Year ended December 31, 2016 1.3286 1.4727 0.0722 0.3780 0.2012 Year ended December 31, 2015 1.2607 1.4130 0.0806 0.3956 0.2013 Year ended December 31, 2016 1.3427 1.4169 0.0651 0.4125 0.1930 Year ended December 31, 2015 1.3840 1.5029 0.0805 0.3494 0.2131 USD EURO PESO BRL CNY Sensitivity analysis The Company does not have significant foreign currency exposure based on each subsidiary’s functional currency. However a 10% strengthening of the Canadian dollar against the following currencies at December 31, would give rise to a translation risk on net income and would have increased (decreased) equity, profit or loss and comprehensive income for the year ended December 31, 2016 by the amounts shown below, assuming all other variables remain constant: USD EURO BRL CNY Year ended December 31, 2016 $ $ (1,226) $ (4,114) 671 (57) (4,726) $ Year ended December 31, 2015 (3,045) (2,417) 565 604 (4,293) A weakening of the Canadian dollar against the above currencies at December 31 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant. (e) Capital risk management The Company's objectives in managing capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with complementary acquisitions and to provide returns to its shareholders. The Company defines capital that it manages as the aggregate of its equity, which is comprised of issued capital, contributed surplus, accumulated other comprehensive income and accumulated deficit, and debt. The Company manages its capital structure and makes adjustments in light of general economic conditions, the risk characteristics of the underlying assets and the Company's working capital requirements. In order to maintain or adjust its capital structure, the Company, upon approval from its Board of Directors, may issue or repay long-term debt, issue shares, repurchase shares, or undertake other activities as deemed appropriate under the specific circumstances. The Board of Directors reviews and approves any material transactions out of the ordinary course of business, including proposals on acquisitions or other major investments or divestitures, as well as annual capital and operating budgets. Page 33 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) In addition to debt and equity the Company may use operating leases as additional sources of financing. The Company monitors debt leverage ratios as part of the management of liquidity and shareholders’ return and to sustain future development of the business. The Company is not subject to externally imposed capital requirements and its overall strategy with respect to capital risk management remains unchanged from the prior year. 21. COMMITMENTS AND CONTINGENCIES Commitments The Company leases certain manufacturing facilities, office equipment and vehicles under operating leases and enters into purchase obligations in the normal course of business related to inventory, services, tooling and property, plant and equipment. The aggregate expected payments towards those obligations are as follows: Future minimum lease payments under operating leases Capital and other purchase commitments (all due in less than one year) Future minimum lease payments under operating leases are due as follows: Less than one year Between one and five years More than five years Contingencies December 31, 2016 195,272 $ 403,434 598,706 $ December 31, 2015 140,732 481,448 622,180 December 31, 2016 27,486 $ 84,276 83,510 195,272 $ December 31, 2015 24,314 66,004 50,414 140,732 $ $ $ $ The Company has contingent liabilities relating to legal and tax proceedings arising in the normal course of its business. Known claims and litigation involving the Company or its subsidiaries were reviewed at the end of the reporting period. Based on the advice of legal counsel, all necessary provisions have been made to cover the related risks. Although the outcome of the proceedings in progress cannot be predicted, the Company does not believe they will have a material impact on the Company’s consolidated financial position. However, new proceedings may be initiated against the Company as a result of facts or circumstances unknown at the date of this report or for which the risk cannot yet be determined or quantified. Such proceedings could have a significant adverse impact on the Company’s financial results. Tax contingency The Company’s subsidiary in Brazil, Martinrea Honsel Brazil Fundicao e comercio de Pecas em Alumino Ltda., is currently being assessed by the State of Sao Paulo’s tax authorities for certain historical value added tax (“VAT”) credits claimed on aluminum purchases from certain local suppliers that occurred prior to the acquisition of the Brazil subsidiary in 2011. The taxation system and regulatory environment in Brazil is characterized by numerous indirect taxes and frequently changing legislation subject to various interpretations by the various Brazilian regulatory authorities who are empowered to impose significant fines, penalties and interest charges. The basis for the assessments stems from the classification of aluminum purchases, the registration status of the aluminum suppliers in question and the differing treatments between manufactured and unmanufactured aluminum for VAT purposes. The potential exposure under these assessments, based on the notices issued by the tax authorities, is approximately $82,453 (BRL $199,886) including interest and penalties to December 31, 2016 (December 31, 2015 - $62,157 or BRL $177,898). The Company has sought external legal advice and believes that it has complied, in all material respects, with the relevant legislation and will vigorously defend against the assessments. The Company may be required to present guarantees totaling $57,829 at some point through a pledge of assets, bank letter of credits or cash deposit. No provision has been recorded by the Company in connection with this contingency as at this stage the Company has concluded that it is not probable that a liability will result from the matter. Page 34 ▌Martinrea International Inc. Martinrea International Inc. Notes to the Consolidated Financial Statements (in thousands of Canadian dollars, except per share amounts) 22. GUARANTEES The Company is a guarantor under a tooling financing program. The tooling financing program involves a third party that provides tooling suppliers with financing subject to a Company guarantee. Payments from the third party to the tooling supplier are approved by the Company prior to the funds being advanced. The amounts loaned to the tooling suppliers through this financing arrangement do not appear on the Company’s consolidated balance sheet. At December 31, 2016, the amount of the program financing was $65,468 (December 31, 2015 - $85,514) representing the maximum amount of undiscounted future payments the Company could be required to make under the guarantee. The Company would be required to perform under the guarantee in cases where a tooling supplier could not meet its obligations to the third party. Since the amount advanced to the tooling supplier is required to be repaid generally when the Company receives reimbursement from the final customer, and at this point the Company will in turn repay the tooling supplier, the Company views the likelihood of the tooling supplier default as remote. No such defaults occurred during 2016 or 2015. Moreover, if such an instance were to occur, the Company would obtain the tooling inventory as collateral. The term of the guarantee will vary from program to program, but typically ranges from six to eighteen months. 23. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL Key management personnel include the Directors and the most Senior Corporate Officers of the Company that are primarily responsible for planning, directing and controlling the Company’s business activities. The compensation expense associated with key management for employee services was included in employee salaries and benefits as follows: Salaries, pension and other short-term employee benefits DSU compensation expense Stock-based compensation expense 24. LIST OF CONSOLIDATED ENTITIES The following is a summary of significant direct subsidiaries of the Company: Martinrea Metallic Canada Inc. Martinrea Automotive Systems Canada Ltd. Martinrea Automotive Inc. Royal Automotive Group Ltd. Martinrea Metal Holdings (USA), Inc. Martinrea Pilot Acquisition Inc. Martinrea Slovakia Fluid Systems S.R.O. Martinrea Pilot Acquisition II LLC Martinrea Internacional de Mexico, S.A. de C.V. Martinrea China Holdings Inc. Martinrea Honsel Holdings B.V. Year ended December 31, 2016 11,660 $ 568 333 12,561 $ Year ended December 31, 2015 9,556 - 1,323 10,879 $ $ incorporation Canada Canada Canada Canada United States of America Canada Slovakia United States of America Mexico Canada Netherlands Country of Ownership interest 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Page 35 ▌Martinrea International Inc. CORPORATE INFORMATION Corporate Head Office Martinrea International Inc. 3210 Langstaff Road Vaughan, Ontario L4K 5B2 E: investor@martinrea.com W: www.martinrea.com Board of Directors Rob Wildeboer, Executive Chairman Martinrea International Inc. Scott Balfour (1), (2), (3) Chief Operating Officer Emera Inc. Pat D’Eramo President and Chief Executive Officer, Martinrea International Inc. Roman Doroniuk (1), (2), (3) Independent Consultant, Financial and Strategic Advisory Services Terry Lyons (1), (2), (3) Corporate Director and Lead Director, Canaccord Genuity Group Inc. Frank Macher (1), (2), (3) Chief Executive Officer, Continental Structural Plastics Fred Olson (1), (2), (3), (4) Retired, President and CEO, Webasto Product North America Sandra Pupatello (1), (2), (3) Strategic Advisor: Industry, Global Markets and Public Sector, PricewaterhouseCoopers Canada (1) (2) (3) (4) Member, Human Resources and Compensation Committee Member, Audit Committee Member, Corporate Governance and Nominating Committee Lead Director Corporate Executive Officers Pat D’Eramo, President and Chief Executive Officer Rob Wildeboer, Executive Chairman Fred Di Tosto, Chief Financial Officer Armando Pagliari, Executive VP, Human Resources Certificate Transfer and Address Change Computershare Investor Services Inc. 100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 T: 1 800 564-6523/1 514 982-7555 F: 1 866 249-7775 E: service@computershare.com Registrar and Transfer Agent Computershare Investor Services Inc. 100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 T: 1 800 564-6523/1 514 982-7555 F: 1 866 249-7775 E: service@computershare.com Shareholder Inquiries/Investor Relations All inquiries should be directed to: Fred Di Tosto Martinrea International Inc. 3210 Langstaff Road Vaughan, Ontario L4K 5B2 T: 416 749-0314 F: 289 982-3001 Auditors KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, Ontario M5H 2S5 T: 416 777-8500 F: 416 777-8818 Stock Listing The Toronto Stock Exchange (TSX: MRE) MMAARRTTIINNRREEAA IINNTTEERRNNAATTIIOONNAALL IINNCC.. Website: www.martinrea.com Investor Information: investor@martinrea.com 

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