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CONTENTS Corporate Profile 2 Corporate Information 3 Business Overview 4 Financial Highlights 10 Management Discussion and Analysis 12 Corporate Governance/Other Information 19 Report on Review of Interim Financial Information 24 Interim Condensed Consolidated Balance Sheet 26 Interim Condensed Consolidated Income Statement 28 Interim Condensed Consolidated Statement of Comprehensive Income 29 Interim Condensed Consolidated Statement of Changes in Equity 30 Interim Condensed Consolidated Statement of Cash Flows 31 Notes to the Condensed Consolidated Interim Financial Information 32 CORPORATE PROFILE Nexteer Automotive Group Limited (the Company) together with its subsidiaries are collectively referred to as we, us, Nexteer, Nexteer Automotive or the Group. Nexteer Automotive is a global leader in advanced steering and driveline systems, Advanced Driver Assist Systems (ADAS) and autonomous vehicle technologies. In-house development and full integration of hardware, software and electronics give Nexteer a competitive advantage as a full service supplier. Our vision is to be a leader in intuitive motion control – leveraging strengths in advanced steering and driveline systems. We maintain product focus on electric power steering, a socially responsible technology that offers automakers increased fuel economy and reduced emissions. Nexteer Automotive has put more than 30 million Electric Power Steering (EPS) units on the road since 1999, saving more than 3 billion gallons of fuel. Our ability to integrate our systems seamlessly into Original Equipment Manufacturer (OEM) vehicles speaks to our 110-year heritage of vehicle integration expertise and product craftsmanship. Our corporate culture inspires employees to achieve personal and corporate growth by focusing on the Company’s core values across all aspects of the enterprise: people, operational excellence and sustainable growth. We seek to be the partner of choice for our customers and suppliers by delivering dependable safety-critical products and building enduring relationships. Nexteer provides real-world, vehicle-level solutions: • Customer Focused: Respected and trusted for delivering on commitments • Proactive: We listen carefully to understand customer requirements • Innovative: A market leader in steering and driveline innovation • Agile: Able to respond quickly with high-quality, cost-effective solutions • Global: Committed to exceeding customer and vehicle needs every time, everywhere GLOBAL FOOTPRINT World Headquarters: Auburn Hills, Michigan, United States of America Manufacturing Plants: 21 Application Engineering Centers: 5 Customer Service Centers: 11 Full-Time Equivalent Global Workforce: 13,000+ Global Customers: 50+, including BMW, Fiat Chrysler, Ford, GM, Toyota, PSA Peugeot Citroën and Volkswagen as well as domestic automakers in India, China, and South America Products: EPS, Hydraulic Power Steering (HPS), Steering Columns (CIS), and Driveline Systems (DL) 2 NEXTEER AUTOMOTIVE GROUP LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS PRINCIPAL PLACE OF BUSINESS IN Executive Directors HONG KONG ZHAO, Guibin (趙桂斌) 36/F, Tower Two (Chairman and Chief Executive Officer) Times Square RICHARDSON, Michael Paul 1 Matheson Street FAN, Yi (樊毅) Causeway Bay Non-Executive Directors Hong Kong LU, Daen (錄大恩) WANG, Xiaobo (王曉波) PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE Independent Non-Executive Directors Maples Fund Services (Cayman) Limited TSANG, Hing Lun (曾慶麟) P.O. Box 1093, Boundary Hall LIU, Jianjun (劉健君) WEI, Kevin Cheng (蔚成) Cricket Square Grand Cayman, KY1-1102 JOINT COMPANY SECRETARIES Cayman Islands FAN, Yi (樊毅) MOK, Ming Wai (莫明慧) (FCIS, FCS) HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE AUTHORISED REPRESENTATIVES Computershare Hong Kong Investor Services Limited FAN, Yi (樊毅) Shops 1712–1716 MOK, Ming Wai (莫明慧) (FCIS, FCS) 17th Floor Hopewell Centre LEGAL ADVISERS 183 Queen’s Road East As to Hong Kong Law Wanchai DLA Piper Hong Kong Hong Kong As to Cayman Islands Law Maples and Calder PRINCIPAL BANKERS Wells Fargo Capital Finance AUDITOR Bank of China Shanghai Pudong Development Bank PricewaterhouseCoopers CITIC The Export-Import Bank of China AUDIT AND COMPLIANCE COMMITTEE PKO Bank Polski WEI, Kevin Cheng (Chairman) Bank Pekao SA TSANG, Hing Lun China Construction Bank LU, Daen REMUNERATION AND NOMINATION STOCK CODES Share Listing COMMITTEE Ordinary Shares TSANG, Hing Lun (Chairman) The Stock Exchange of Hong Kong Limited LIU, Jianjun (Stock code: 01316) WANG, Xiaobo Senior Notes Listing HEADQUARTERS US$250,000,000 5.875% 1272 Doris Road Senior Notes due 2021 Auburn Hills, MI 48326 USA The Stock Exchange of Hong Kong Limited (Stock code: 05826) REGISTERED OFFICE P.O. Box 309, Ugland House Grand Cayman, KY1-1104 COMPANY WEBSITE Cayman Islands http://www.nexteer.com/ INTERIM REPORT 2016 3 BUSINESS OVERVIEW STRATEGY FOR PROFITABLE GROWTH: • Strengthen technology leadership • Expand and diversify revenue base • Capitalise on EPS as enabler for ADAS • Target China and emerging market growth • Optimise cost structure • Pursue select acquisitions and alliances FIRST HALF OF 2016 BUSINESS HIGHLIGHTS The following are some business highlights for the first half of 2016 which demonstrate Nexteer’s focus on delivering profitable growth: • Successfully launched 17 new customer programs across multiple product lines, regions and customers • Expanded backlog to US$10.8 billion, from US$10.3 billion as at March 31, 2016, following substantial program launches – Transitioning to “order to delivery” backlog totalling US$24.0 billion • Solidified engagement with key global customers to jointly develop ADAS functionality • Increased production capacity by 25% in premium Magnasteer with Torque Overlay • Received industry recognition for multiple accomplishments NEW PRODUCTION LAUNCHES With the launch of 17 major customer programs during the first six months of 2016, inclusive of 2 programs from our non-consolidated joint venture, we introduced new or improved product applications in steering columns, drivelines, HPS and EPS. These programs included incumbent and conquest business to increase and further diversify our revenue base. Customer programs that launched or began production during the six months ended June 30, 2016 included: OEMs Vehicle Nameplate Our Products North America Ford F250/F350 Super Duty Truck Columns General Motors (GM) Cadillac XT5, GMC Acadia, Rack-assist EPS (REPS), Driveline, Chevrolet Cruze Driveline FIAT Chrysler Automobiles (FCA) Chysler Pacifica REPS, Columns Asia Pacific *Chang’an CS15, CX70 Brush motor column-assist EPS (BEPS) Dongfeng Liuzhou (DFLZ) Fengxing SX6, S500 Column-assist EPS (CEPS) GM Opel Mokka, Chevrolet Trax, CEPS Buick Encore Haitec Luxgen S3 CEPS SGM Cadillac XT5 REPS, Driveline Tata Indigo Driveline * Related to a non-consolidated joint venture 4 NEXTEER AUTOMOTIVE GROUP LIMITED Business Overview BACKLOG OF BOOKED BUSINESS We begin to realise revenue under a new business contract at the start of production as steering systems and driveline products are first shipped to vehicle manufacturers at the time of product launch. Product launches have historically lagged the date of contract award by an average period of 24 to 30 months. We have historically presented the value of our backlog of booked business as the aggregate value of vehicle manufacturer awarded business for which we have not yet launched product (an “order to launch” backlog valuation model). At the time of a product launch pursuant to the “order to launch” backlog valuation model, we remove the total value of the booked business from the backlog presented. Consistent with our “order to launch” backlog valuation model, as of June 30, 2016, we estimate the value of all booked business under contracts that have been awarded, but which have not yet begun production, amounts to approximately US$10.8 billion (the Booked Business Amount), compared to US$11.0 billion as of December 31, 2015. Since the time of the initial public offering, the presentation of an “order to launch” backlog most reasonably represented the growth of our EPS market share as vehicles converted from hydraulic to electric reflecting the conversion driven expansion of the EPS market. However, the “order to launch” model fails to reflect the value of revenue associated with product delivered during the period between production launch and platform end of life. Consequently in this interim reporting period, we have calculated a booked business backlog value which includes the value of awarded business for as yet undelivered product generating revenue between the time of launch through the end of the life of the respective award (“order to delivery” backlog valuation model). We believe this to be a more prevalent method used by automotive suppliers in corresponding industry disclosures. We estimate the value of all booked business under contracts that have been award, but for which we have undelivered product, amounts to approximately US$24.0 billion. The value of booked business is not a measure defined by International Financial Reporting Standards, and our methodology for determining the Booked Business Amount may not be comparable to the methodology used by other companies in determining the value of their booked business. Assumptions relative to estimated lifetime program volumes and contract performance remain unchanged from our disclosures in prior periods. Any modification or suspension of the contracts related to the booked business by the Group’s customers may have a substantial and