Obligation Cimentum Tupi S.A. 9.75% ( US17186EAA73 ) en USD

Société émettrice Cimentum Tupi S.A.
Prix sur le marché 100 %  ⇌ 
Pays  Bresil
Code ISIN  US17186EAA73 ( en USD )
Coupon 9.75% par an ( paiement semestriel )
Echéance 10/05/2018 - Obligation échue



Prospectus brochure de l'obligation Cimento Tupi S.A US17186EAA73 en USD 9.75%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Cimento Tupi S.A. est une entreprise brésilienne de production et de distribution de ciment, filiale du groupe Votorantim Cimentos.

L'instrument financier de type obligation, identifié par le code ISIN US17186EAA73 et émis en dollars américains (USD) par Cimento Tupi S.A., une société brésilienne dont le nom suggère une activité dans l'industrie du ciment, a conclu son cycle de vie. Cette obligation, émise depuis le Brésil et caractérisée par un taux d'intérêt annuel de 9.75% versé avec une fréquence de paiement semi-annuelle (2 fois par an), est arrivée à maturité le 10 mai 2018. Son prix sur le marché s'était établi à 100% de sa valeur nominale avant son échéance, et il est confirmé que cet instrument a été intégralement remboursé à sa date de maturité, attestant ainsi de l'exécution de ses obligations par l'émetteur.










OFFERING MEMORANDUM

U.S.$35,000,000
Cimento Tupi S.A.
(incorporated in the Federative Republic of Brazil)
9.75% Senior Unsecured Notes due 2018

Cimento Tupi S.A., or the issuer, is offering U.S.$35,000,000 in aggregate principal amount of its senior unsecured notes due May 11,
2018, or the additional notes. The additional notes will be issued under the indenture governing the U.S.$150,000,000 9.75% Senior Unsecured
Notes due 2018 that we issued on May 11, 2011 and re-opened on February 7, 2012, or the original notes. The original notes and the additional
notes offered hereby are referred to collectively herein as the notes. The additional notes will form part of the same issue as, and be treated as a
single class for all purposes under the indenture governing the notes, and will vote together as one class on all matters with the original notes.
The original notes and the additional notes will share the same ISIN and CUSIP numbers and be fungible, except that the additional notes offered
and sold in offshore transactions under Regulation S shall be issued and maintained under temporary ISIN and CUSIP numbers during a 40-day
distribution compliance period. See Listing and General Information.
The notes will mature on May 11, 2018. Interest on the additional notes will accrue from and including May 11, 2014, and interest on
the notes will be payable semi-annually in arrears on each May 11 and November 11, commencing on November 11, 2014.
The issuer may redeem the notes, in whole, at any time on and after May 11, 2017, at 100% of their principal amount, plus accrued
and unpaid interest. The notes may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued and unpaid
interest, at any time upon the occurrence of specified events relating to the tax laws of Brazil, as set forth in this offering memorandum.
If a specified change of control event as described herein occurs, unless the issuer has previously exercised its option to redeem the
notes, the issuer will be required to offer to purchase the notes at the price described in this offering memorandum.
The notes will rank equally in right of payment with all other present and future senior unsecured obligations of the issuer.
We have applied to the Luxembourg Stock Exchange to admit the additional notes to listing on the Official List and to trading on the
Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for purposes of Luxembourg law on
prospectus securities dated July 10, 2005, as amended.
Investing in the notes involves risks. See Risk Factors beginning on page 14 for certain information that you should
consider before investing in the notes.

Price: 100.00% plus accrued interest from May 11, 2014.

Purchasers will be required to pay accrued interest totaling U.S.$1,336,562.50, or U.S.$38.19 per U.S.$1,000 principal amount of
additional notes, from and including May 11, 2014 to but excluding October 2, 2014, the date we expect to deliver the additional notes.
The additional notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or under the
securities laws of any other jurisdiction. The additional notes may not be offered or sold within the United States or to U.S. persons, except to
qualified institutional buyers as defined in Rule 144A of the Securities Act, or Rule 144A, in reliance on Rule 144A and to certain non-U.S.
persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the additional notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For more information about restrictions on transfer of
the additional notes, see Transfer Restrictions.
Delivery of the additional notes is expected to be made to investors in book-entry form through The Depository Trust Company, or
DTC, and its participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, Société anonyme, Luxembourg, or
Clearstream on or about October 2, 2014.

Joint Bookrunners
BofA Merrill Lynch
Credit Suisse

The date of this offering memorandum is October 3, 2014.










You should only rely on the information contained in this offering memorandum. No person is
authorized to provide you with information that is different or additional from that contained in this offering
memorandum and the documents referred to herein. If anyone provides you with different or additional
information, you should not rely on it. You should assume that the information in this offering memorandum
is accurate only as of the date on the front cover of this offering memorandum, regardless of time of delivery
of this offering memorandum or any sale of the additional notes. The issuer's business, financial condition,
results of operations and prospects may change after the date on the front cover of this offering
memorandum. None of Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA)
LLC or, collectively the initial purchasers, nor the Issuer, is making an offer to sell the additional notes in any
jurisdiction where the offer or sale is not permitted.
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Cimento Tupi," "issuer," "we," "our," "ours," "us" or similar terms refer to Cimento Tupi S.A., a sociedade por
ações incorporated under the laws of Brazil, together with its subsidiaries.
This offering memorandum is intended solely for the purpose of soliciting indications of interest in the
additional notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants
and other provisions contained in the indenture governing the notes and other transaction documents described
herein. This offering memorandum may only be used for the purpose for which it has been published. The
information provided is not all-inclusive. The market information in this offering memorandum has been obtained
by the issuer from publicly available sources deemed by the issuer to be reliable. We accept responsibility for
correctly extracting and reproducing such information. Notwithstanding any investigation that the initial purchasers
may have conducted with respect to the information contained in this offering memorandum, the initial purchasers
accept no liability in relation to the information contained in this offering memorandum or its distribution or with
regard to any other information supplied by or on the issuer's behalf.
The additional notes offered through this offering memorandum are subject to restrictions on transferability
and resale, and may not be transferred or resold in the United States except as permitted under the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from such laws. You should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time. In making an
investment decision, you must rely on your own examination of the issuer's business and the terms of this offering,
including the merits and risks involved.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the additional notes or possess or distribute this offering memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the additional notes under the laws and
regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or
sales, and neither the issuer nor the initial purchasers will have any responsibility therefor.
The issuer confirms that, after having made all reasonable inquiries, this offering memorandum contains all
information with regard to the issuer and the additional notes which is material to the offering and sale of the
additional notes, that the information contained in this offering memorandum is true and accurate in all material
respects and is not misleading in any material respect and that there are no omissions of any other facts from this
offering memorandum which, by their absence herefrom, make this offering memorandum misleading in any
material respect. The issuer accepts responsibility accordingly.
This offering memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual documents, all of which will be made available to prospective
investors upon request to the issuer or the trustee for complete information with respect thereto, and all such
summaries are qualified in their entirety by such reference.
Prospective investors hereby acknowledge that: (i) they have been afforded an opportunity to request from
the issuer and to review, and have received, all additional information considered by them to be necessary to verify
the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review all
of the documents described herein, (iii) they have not relied on the initial purchasers or any of their affiliates or
subsidiaries in connection with any investigation of the accuracy of such information or their investment decision,
and (iv) no person has been authorized to give any information or to make any representation concerning the issuer

- i -






or the notes (other than as contained herein and information given by the issuer's duly authorized officers and
employees, as applicable, in connection with prospective investors' examination of the issuer and the terms of this
offering) and, if given or made, any such other information or representation should not be relied upon as having
been authorized by the issuer or the initial purchasers.
In making an investment decision, prospective investors must rely on their examination of the issuer
and the terms of this offering, including the merits and risks involved. These additional notes have not been
approved or recommended by any United States federal or state securities commission or any other United
States, Brazilian or other regulatory authority. Furthermore, the foregoing authorities have not passed upon
or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy of this
document. Any representation to the contrary is a criminal offense in the United States.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
additional notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an
offer or solicitation.
None of the issuer, the initial purchasers or any of their respective affiliates or representatives is
making any representation to any offeree or purchaser of the additional notes offered hereby regarding the
legality of any investment by such offeree or purchaser under applicable legal investment or similar laws.
Each prospective investor should consult with its own advisors as to legal, tax, business, financial and related
aspects of a purchase of the additional notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

NOTICE TO RESIDENTS OF BRAZIL
The additional notes have not been and will not be registered with the Brazilian Securities Commission (the
Comissão de Valores Mobiliários or "CVM"). Any public offering or distribution, as defined under Brazilian laws
and regulations, of the additional notes in Brazil is not legal without prior registration under Law No. 6,385 of
December 7, 1976 ("Law No. 6,385"), as amended, and Instruction No. 400, issued by the CVM on December 29,
2003 ("CVM Instruction No. 400"), as amended. Documents relating to the offering of the additional notes, as well
as information contained therein, may not be supplied to the public in Brazil (as the offering of the additional notes

- ii -






is not a public offering of securities in Brazil), nor be used in connection with any offer for subscription or sale of
the additional notes to the public in Brazil. Persons wishing to offer or acquire the additional notes within Brazil
should consult with their own counsel as to the applicability of registration requirements or any exemption
therefrom.

This document is being distributed to, and is only directed at, persons who (i) are outside the United
Kingdom, or (ii) are investment professionals under Article 19(5) of the Financial Services and Markets Act of 2000
(Financial Promotion) Order 2005, or (iii) are high net worth entities and other persons to whom it may lawfully be
communicated, falling under Article 49(2)(a) to (d) of the Financial Services and Markets Act of 2000 (Financial
Promotion) Order 2005, all such persons together being referred to as "relevant persons." The additional notes are
only available to, and any invitation, offer or agreement to subscribe, purchase or acquire such additional notes will
only be engaged in with relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
This offering memorandum has been prepared on the basis that any offer of additional notes in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of the additional notes. Accordingly, any person making or intending to make an offer of the
additional notes in that Relevant Member State may only do so in circumstances in which no obligation arises for
the issuer or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the issuer nor the initial purchasers has authorized, nor do they authorize the making of any offer of
additional notes in circumstances in which an obligation arises for the issuer or the initial purchasers to publish or
supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU. This offering memorandum is not a "prospectus" for
the purposes of the Prospectus Directive and has not been approved as such by a competent authority in any
Relevant Member State.

You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell additional the notes or possess or distribute this offering memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the additional notes under the laws and
regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or
sales, and neither the issuer nor the initial purchasers will have any responsibility therefor.

The additional notes will be initially issued in the form of one or more global securities registered in the
name of Cede & Co., as nominee for DTC. See "Description of the Notes."
The issuer and the initial purchasers reserve the right to withdraw the offering of the additional notes at any
time or to reject a commitment to subscribe for the additional notes, in whole or in part.

- iii -






TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 1
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 3
SUMMARY .................................................................................................................................................................. 5
THE OFFERING ........................................................................................................................................................... 9
SUMMARY FINANCIAL AND OTHER INFORMATION ..................................................................................... 12
RISK FACTORS ......................................................................................................................................................... 14
ENFORCEABILITY OF CIVIL JUDGMENTS ......................................................................................................... 28
EXCHANGE RATES .................................................................................................................................................. 29
USE OF PROCEEDS .................................................................................................................................................. 30
CAPITALIZATION .................................................................................................................................................... 31
SELECTED FINANCIAL INFORMATION .............................................................................................................. 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ............................................................................................................................................... 35
INDUSTRY ................................................................................................................................................................. 53
BUSINESS .................................................................................................................................................................. 61
MANAGEMENT ........................................................................................................................................................ 80
RELATED PARTY TRANSACTIONS ...................................................................................................................... 84
PRINCIPAL SHAREHOLDERS ................................................................................................................................ 85
DESCRIPTION OF THE NOTES ............................................................................................................................... 87
ERISA AND CERTAIN OTHER CONSIDERATIONS .......................................................................................... 126
TAXATION .............................................................................................................................................................. 128
PLAN OF DISTRIBUTION ...................................................................................................................................... 133
TRANSFER RESTRICTIONS .................................................................................................................................. 138
LEGAL MATTERS .................................................................................................................................................. 141
INDEPENDENT AUDITORS .................................................................................................................................. 142
LISTING AND GENERAL INFORMATION .......................................................................................................... 143
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1

- i -






FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act.
These statements appear in a number of places in this offering memorandum, principally in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Cement Industry"
and "Business." Such estimates and forward-looking statements are primarily based on current expectations and
projections about future events and financial trends that affect, or may affect, the issuer's business, financial
condition, results of operations and prospects.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and
assumptions because they relate to future events and, therefore, depend on circumstances that may or may not occur
in the future. Our future results may differ materially from those expressed in or suggested by these
forward-looking statements. Many of the factors that will determine these results are beyond our ability to control
or predict. Investors are cautioned not to put undue reliance on any forward-looking statements. We do not
undertake any obligation to release publicly any revisions to forward-looking statements contained in this offering
memorandum to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
Investors should understand that the following important factors, in addition to those discussed in this
offering memorandum, could affect our future results and could cause results to differ materially from those
expressed in such forward-looking statements:
·
general economic, political and business conditions, both in Brazil and abroad;
·
our management's expectations and estimates concerning our future financial performance,
financing plans and programs, and the effects of competition;
·
our level of capitalization and debt;
·
availability and cost of funding;
·
weather conditions;
·
natural disasters and other unforeseen events;
·
our plans regarding capital expenditures;
·
anticipated trends and competition in the Brazilian cement market;
·
interest rate fluctuations, inflation and changes in the exchange rate of the real in relation to the
U.S. dollar;
·
regulatory environment, including environmental, tax and acquisition-related rules and
regulations;
·
credit risk, market risk and other risks of lending and investment activities;
·
loss of clients and related lower revenues;
·
our ability to sustain or improve our operating performance and implement our business strategies
successfully;
·
unfavorable outcome of legal actions and/or administrative proceedings involving us; and
·
other risks as set forth under "Risk Factors."

- 1 -






The words "believe," "could," "may," "estimate," "continue," "potential," "anticipate," "intend," "expect,"
"will," "should" and "plan," among others, are intended to identify forward-looking statements. Forward-looking
statements speak only as of the date they were made and none of the issuer or the initial purchasers undertake to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

- 2 -






PRESENTATION OF FINANCIAL INFORMATION
Financial Information
The financial information included in this offering memorandum was derived from our audited
consolidated financial statements as of and for the years ended December 31, 2013, 2012 and 2011 and from our
unaudited interim condensed consolidated financial statements as of June 30, 2014 and for the six-month periods
ended June 30, 2014 and 2013, which were prepared in accordance with the International Financial Reporting
Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and accounting practices
adopted in Brazil, or Brazilian GAAP. Brazilian GAAP is based on the Brazilian Corporate Law No. 6,404, as
amended, or the Brazilian Corporate Law; the rules and regulations of the CVM; and accounting pronouncements,
guidance and interpretations issued by the Accounting Pronouncements Committee (Comitê de Pronunciamentos
Contábeis), or CPC, and approved by the CVM and by the Accounting Federal Council (Conselho Federal de
Contabilidade), or CFC.
The auditors' reports related to our individual financial statements as of and for the years December 31,
2013 and 2012 contain an emphasis of matter paragraph referring to the fact that our individual financial statements
were prepared in accordance with Brazilian GAAP. In the case of our individual financial statements, these
practices differ from IFRS, applicable to our consolidated financial statements, only with respect to the valuation of
investments in subsidiaries by the equity method, while for IFRS purposes they would be valued at cost or fair
value.
In this offering memorandum, unless otherwise specified, references to "R$," "real" or "reais" are to
Brazilian reais, the official currency of Brazil; references to "U.S.$," "US$," "$," "U.S. dollars" or "dollars" are to
United States dollars.
Non-GAAP Measures
In this offering memorandum and to be consistent with industry practice, we include certain non-GAAP
financial measures which are not recognized under Brazilian GAAP or IFRS as part of our financial disclosure,
including "EBITDA," "EBITDA margin," and "Adjusted EBITDA."We define EBITDA as net income (loss)
adjusted by financial expenses; financial income; income taxes; and any depreciation, amortization or depletion. We
define "Adjusted EBITDA" as EBITDA plus non-recurring income (expenses). We define "EBITDA margin" as
Adjusted EBITDA divided by net operating revenue. Accordingly, these non-GAAP items do not have standardized
meanings and may not be directly comparable to similarly-titled items adopted by other entities. Potential investors
should not rely on information not recognized under Brazilian GAAP or IFRS as a substitute for the GAAP
measures of earnings, in making an investment decision. Additionally, our definition of EBITDA may not be
comparable to the EBITDA defined and presented by other companies. For reconciliation from our net income
(loss) to EBITDA, see "Selected Financial Information--Other Financial Information."
Our management believes that the presentation of certain non-GAAP measures provides additional useful
information to investors regarding our performance and trends related to our results of operations. Accordingly, we
believe that when non-GAAP financial information is viewed with GAAP financial information, investors are
provided with a more meaningful understanding of our ongoing operating performance and financial results.
Market Information
The information contained in this offering memorandum relating to Brazil and the Brazilian economy is
based on information published by the Brazilian Central Bank (Banco Central do Brasil), or Central Bank, and by
other public entities and by independent sources, including the Brazilian Geography and Statistics Institute (Instituto
Brasileiro de Geografia e Estatística), or IBGE, among others. We have used the following sources to obtain
market share and other related data: the National Cement Industry Union (Sindicato Nacional da Indústria do
Cimento), or SNIC; the Association of Technical Standards (Associação Brasileira de Normas Técnicas), or ABNT;
the Brazilian Portland Cement Association (Associação Brasileira de Cimento Portland), or ABCP; the Brazilian
Construction Material Industry Association (Associação Brasileira da Indústria de Materiais de Construção), or
Abramat; the European Cement Association, or Cembureau.

- 3 -






Industry publications generally state that the information presented therein has been obtained from sources
believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Similarly, internal
surveys, industry publications or forecasts and market research, while believed to be reliable, have not been
independently verified by us or the initial purchasers, and neither we nor the initial purchasers make any
representations as to the accuracy or completeness of any such information. Additionally, all 2013 and 2014
industry data from SNIC is preliminary as of the date of this offering memorandum.
Exchange Rates
Unless otherwise indicated, we have translated certain real amounts included in this offering memorandum
into U.S. dollars using a rate of R$2.2025 per U.S.$1.00, based on the U.S. dollar commercial selling rate as of June
30, 2014, published by the Central Bank. See "Exchange Rates."
The U.S. dollar equivalent information presented in this offering memorandum is provided solely for your
convenience and should not be construed as implying that the amounts represent, or could have been or could be
converted into, U.S. dollars at such rates or at any other rate. The real/U.S. dollar exchange rate may fluctuate
widely and the exchange rate described in this paragraph may not be indicative of future exchange rates. See
"Exchange Rates" for information regarding real/U.S. dollar exchange rates.
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum.
Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures
that preceded them.

- 4 -






SUMMARY
This summary highlights information contained elsewhere in this offering memorandum. This summary
presents an overview of our business and does not contain all the information you should consider before investing
in the notes. You should read this entire offering memorandum carefully, including the sections "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and
unaudited financial statements and related notes included elsewhere in this offering memorandum before investing
in the notes.
Overview
We are a producer and distributor of cement in Brazil, with over 60 years of market experience. We
believe we are the sixth largest cement producer, in terms of volume sold, in the south-east region of Brazil and
among the ten largest in the country, according to SNIC. We offer a variety of types of cement to customers in the
south-east region, the most developed and industrialized region in Brazil. The south-east region, which includes the
states of São Paulo and Rio de Janeiro, has the highest gross domestic product, or GDP, in the country, and was
responsible for approximately 50% of cement sales in 2013, according to SNIC.
The table below presents certain financial data as of and for the periods indicated.
As of and for the six months
As of and for the Years

ended June 30,
Ended December 31,

2014
2013
2013
2012(1)
2011(1)

(in millions of R$)
Net
operating
revenue
..............................................

225.6 169.7 394.4 355.6 392.5
Gross
profit
...............................................................
62.8 52.0 116.1 122.5 135.3
EBITDA(2)
................................................................

47.4 43.3 89.0 93.9
106.4
Net income (loss) .....................................................
13.0
(2.7)
(19.7)
31.2
68.5
Total
assets
...............................................................

1,039.9
1,010.7
1,038.7 849.4 637.4


(1)
The consolidated results include a gain of (i) R$27.1 million and R$2.3 million from the sale of two properties by MAPE in December 2012 and (ii) R$38.2
million in 2011 from the sale of a soybean farm by MAPE. For further information see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Principal Factors Affecting our Results of Operations--Non-Recurring Events."
(2)
EBITDA means net income (loss) adjusted by financial expenses; financial income; income taxes; and any depreciation, depletion or amortization. This
definition of EBITDA differs from the definition of EBITDA as set out in "Description of Notes--Definitions--EBITDA." EBITDA is not a measure of
financial performance under Brazilian GAAP or IFRS, nor should it be considered as an alternative to net income as a measure of operating performance, or as
an alternative to operating cash flows, or as a measure of liquidity. EBITDA is not calculated using a standard methodology and may not be comparable to the
definition of EBITDA or similarly titled measures used by other companies. As financial income and expenses, income taxes, depreciation, amortization and
depletion are not considered for the calculation of EBITDA, we believe that our EBITDA provides an indication of our general economic performance, which is
not affected by interest rate fluctuations, changes in income taxes rates, or depreciation, amortization and depletion. As a result, we believe EBITDA is an
important tool to periodically compare our operating performance, and also as a basis for certain administrative decisions.

Through our three facilities, we sold approximately 1.5 million tons of cement in 2012, approximately 1.8
million tons of cement in 2013, and approximately 1.0 million tons of cement in the six months ended June 30,
2014. Currently, our total production capacity amounts to 3.4 million tons of cement per year.
Due to the fact that cement has a low aggregate value and high transportation costs, geographic location
and logistics are an essential part of our business. Our production and distribution facilities are strategically located
close to Brazil's largest consumer markets. Our three major factories are: a fully integrated production plant in
Pedra do Sino in the State of Minas Gerais, a grinding plant in Volta Redonda in the State of Rio de Janeiro, and a
mixing plant in Mogi das Cruzes in the State of São Paulo. We have three distribution centers in the south-east
region, located in Juiz de Fora in the State of Minas Gerais, in the city of Rio de Janeiro in the State of Rio de
Janeiro and in the city of Queimados in the State of Rio de Janeiro, all of which are in or near major cities and
consumer markets. We also distribute our products through our factories, including the Mogi das Cruzes plant
adjacent to the city of São Paulo. In September 2012, we closed our distribution center in Taubaté, in the state of
São Paulo, in order to optimize our distribution network. We have an established logistics network to transport our
products. We own 81 bulk cement railroad cars and rent 91 additional cars to transport both bulk and bagged
cement among our facilities. Additionally, we use numerous trucks to distribute our product directly to customers.

- 5 -



Document Outline