6-K 1 d6k.htm FORM 6K Form 6K
Table of Contents

FORM 6-K

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of March, 2007

Commission File Number 33-99720

 


ARAUCO AND CONSTITUTION PULP INC.

(Translation of registrant’s name into English)

 


El Golf 150

Fourteenth Floor

Santiago, Chile

(Address of principal executive offices)

 


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      ü    .        Form 40-F              .

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes              .        No      ü    .

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                     

 



Table of Contents

ARAUCO AND CONSTITUTION PULP INC

TABLE OF CONTENTS

 

          Page
Item          
1.    Ratio Analysis of the Consolidated Financial Statements    1
2.    Unaudited Consolidated Balance Sheets    8
3.    Unaudited Consolidated Statements of Income    10
4.    Unaudited Statements of Consolidated Cash Flows    11
5.    Unaudited Notes to the Consolidated Financial Statements    13
6.    Annex: Press Release   


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

1. VALUATION OF ASSETS AND LIABILITIES

The financial statements of Celulosa Arauco y Constitución S.A., a Chilean corporation (the “Company”) and its subsidiaries (the Company, together with its subsidiaries, “Arauco”) have been prepared on the basis of accounting principles generally accepted in Chile and specific guidelines issued by the Superintendencia de Valores y Seguros of Chile (the “Chilean Securities Commission”). In management’s opinion there is no material difference between the Company’s economic value and the valuation reflected in the Company’s financial statements.

 

2. ANALYSIS OF FINANCIAL POSITION

 

a) Analysis of the Balance Sheet

On January 1, 2002, the Company and its subsidiaries Aserraderos Arauco S.A. and Paneles Arauco S.A. began maintaining their accounting records and preparing their financial statements in U.S. dollars.

On January 1, 2003, the Company’s subsidiaries Forestal Arauco S.A., Forestal Celco S.A., Bosques Arauco S.A., Forestal Valdivia S.A., Forestal Cholguán S.A. and Arauco Internacional S.A. also began maintaining their accounting records and preparing their financial statements in U.S. dollars.

The principal components of assets and liabilities as of December 31, 2005 and 2006 are as follows:

 

Assets

  

2005

ThU.S.$

  

2006

ThU.S.$

Current assets

   1,524,977    1,619,790

Property, plant and equipment

   5,490,879    6,111,905

Other assets

   77,012    83,263
         

Total assets

   7,092,868    7,814,958
         

 

Liabilities and Shareholders’ Equity

  

2005

ThU.S.$

  

2006

ThU.S.$

Current liabilities

   492,523    824,882

Long-term liabilities

   2,338,343    2,145,793

Minority interest

   12,900    12,678

Shareholders’ equity

   4,249,102    4,831,605
         

Total liabilities and shareholders’ equity

   7,092,868    7,814,958
         

Total assets increased by 10.2%, or U.S.$722 million, from December 31, 2005 to December 31, 2006. This increase is mainly attributable to an increase in property, plant and equipment.

Total liabilities increased by U.S.$140 million from December 31, 2005 to December 31, 2006. This increase is mainly attributable to an increase in short-term bank borrowings of U.S.$258 million, an increase in accounts payable of U.S.$30 million and an increase in income tax and deferred tax of U.S.$75 million, partially offset due to a decrease in long term bank obligations of U.S.$132 million.

 

1


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

a) Analysis of the Balance Sheet, continued

The main financial and operating ratios are as follows:

 

Liquidity ratios

   12/31/2005    12/31/2006

Current ratio

   3.10    1.96

Acid ratio

   1.77    1.13

The decrease in the current ratio from 2005 to 2006 is primarily attributable to an increase in short term debt.

The decrease in the current acid ratio from 2005 to 2006 is attributable to a decrease in current assets.

 

Debt indicators

   12/31/2005    12/31/2006

Debt to equity ratio

   0.67    0.61

Short-term debt to total debt

   0.17    0.28

Long-term debt to total debt

   0.83    0.72

Financial expenses covered

   4.63    6.52

The debt ratio was 0.67 and 0.61 at December 31, 2005 and December 31, 2006, respectively.

Current liabilities increased from 17% of total liabilities at December 31, 2005 to 28% of total liabilities at December 31, 2006. The increase is attributable to an increase in bank borrowings.

The ratio of financial expenses covered increased from 4.63 points in 2005 to 6.52 points in 2006. The increase is attributable to a decrease in financial expenses in 2006 and a higher net income in 2006.

 

Operational ratios

   12/31/2005    12/31/2006

Inventory turnover

   2.19    2.31

Inventory turnover (excluding forests)

   3.79    3.75

Inventory permanence (days)

   164.72    156.10

Inventory permanence (excluding forests)

   95.05    95.89

The ratio of inventory turnover increased modestly from 2.19 at December 31, 2005 to 2.31 points at December 31, 2006. For this reason, the inventory permanence ratio decreased modestly during the year ended December 31, 2006.

 

2


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

b) Analysis of the Income Statement

The breakdown of operating income and costs is as follows:

 

Operating income

  

12/31/2005

ThU.S.$

  

12/31/2006

ThU.S.$

Pulp

   991,412    1,257,995

Sawn timber, cut wood, plywood and fiber panels

   1,240,348    1,475,012

Forestry products

   92,629    76,179

Other

   49,200    40,470
         

Total operating income

   2,373,589    2,849,657
         

 

Operating costs

   12/31/2005
ThU.S.$
   12/31/2006
ThU.S.$

Timber

   310,712    382,954

Forestry work

   199,307    248,884

Depreciation

   158,569    176,455

Other costs

   551,242    625,808
         

Total operating costs

   1,219,830    1,434,101
         

Analysis of Operating Income

Operating income includes net income of U.S.$865 in 2006 compared to U.S.$667 in 2005, an increase of U.S.$198 million, primarily due to an increase in sales revenue, which was partially offset by an increase in costs of sales and administration and sales expenses, principally for shipping and freight expenses.

Analysis of Non-Operating Loss

There was a non-operating loss of U.S.$126 million in 2005, compared to U.S.$101 million in 2006. The change was primarily caused by an increase in non-operating loss as described in the following table:

 

Item

   Million
U.S.$

Exchange rate

   14

Financial expenses

   11

Others net

   —  
    

Decrease non-operating loss

   25
    

The positive balance in the current exchange rate is attributable to the devaluation of the Chilean peso and the valuation of the euro against the U.S. dollar in 2006.

The decrease in financial expenses is attributable to an increase in capitalized interest in connection with the Nueva Aldea Pulp Mill project.

 

3


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

Profitability ratios

   12/31/2005    12/31/2006

Equity yield

   10.62    13.64

Asset performance ratio

   6.55    8.31

Operating asset ratio

   10.10    11.74

Income per share (U.S.$)

   3.87    5.47

EBITDA *

   859,181    1,091,863

Income after tax (ThU.S.$)

   432,935    614,770

 

* Earnings before income tax, interest, depreciation, amortization and extraordinary items.

 

Operational income ThU.S.$

   667,014     865,316  

Financial expenses ThU.S.$

   (150,372 )   (139,360 )

Non-operating expenses ThU.S.$

   (126,642 )   (101,145 )

 

3. MARKET SITUATION

Pulp

Due to problems in the supply of raw materials faced by producers in Canada and Europe, a slight increase in prices has been observed, particularly in the price of long fiber pulp, whereas the price of bleached eucalyptus pulp remained stable in the Chinese market.

Despite these improvements in prices, the market is not as dynamic as it was during most of 2006.

Although no substantial changes are anticipated in the level of market activity during the upcoming months, the following should be noted:

The excess of supply in the paper industry is a generalized phenomenon that applies to the various markets.

Arauco has approximately a five percent share in the global pulp market.

Arauco’s competition in the long fiber global market is predominantly concentrated in Canada, the United States, Sweden and Finland and for short fiber, in Brazil and Indonesia.

 

4


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

3. MARKET SITUATION, continued

Wood

The continued weakening of the construction sector in the United States has caused a decrease in the price and demand for wood. The outlook is not favorable for the first quarter of 2007.

Along with the positive situation in the markets in Asia, the Middle East and Central America, Europe has registered strong demand and prices. The outlook for the first quarter of 2007 is positive.

The local market continues to experience strong demand.

The molding market, whose primary destination is the United States, is being affected by the decrease in the construction activities in the United States. During the fourth quarter of 2006, sales decreased and they are expected to remain low during the first quarter of 2007. Prices remain at historically low levels.

Panels

During the fourth quarter of 2006, sales of MDF panels closed above original expectations due to the high demand in all the markets in which we participated, which are concentrated in North, Central and South America. The increase in sales was also due to production improvements in all our MDF plants which increased production by 11% above expectations during the year. The current levels of demand have enabled an increase in prices, especially in Brazil, Chile, Colombia, Ecuador and Peru, although we cannot meet all the actual demand in those markets.

For MDF moldings, the sales during the fourth quarter of 2006 decreased compared to the average of the first nine months of 2006. The year closed with a 10% decrease in sales with respect to our expected sales but an increase of 21% compared to 2005.

The sales of plywood for the fourth quarter of 2006 were within our expectations although with some variations within the different markets. In Mexico, sales decreased due to our clients’ high inventory levels whereas the United Status market, despite the weakening of the construction sector, maintained its sales volume. The demand in the European market remains high and with positive returns due to the strength of the Euro. During 2006 the plant in our Nueva Aldea complex reached full production capacity which enabled the absorption of the demand for our products.

Finally, chipboard sales experienced similar results to MDF with respect to demand and price. However, with respect to raw materials, Arauco was affected by a decrease in production in our Argentina plant. Particularly, during the months of July and August, the production in the plant was stopped for a month and in December for 15 days, which significantly affected our deliveries and service levels.

 

5


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

3. MARKET SITUATION, continued

Nueva Aldea Project

The Nueva Aldea project contemplated the construction of a mill, a panel plant, a cutting plant and a thermal plant for steam generation and electric production during its first phase of construction, with an investment of U.S.$ 140 million. The first phase has developed as planned and began operations at the end of 2004. In its second phase, the project contemplates the construction of a pulp plant with production capacity of 882,000 tons per year that began the end of the third quarter of 2006.

 

4. ANALYSIS OF CASH FLOW

 

    

12/31/2005

ThU.S.$

   

12/31/2006

ThU.S.$

 

Operating cash flow

   801,424     772,018  

Cash flow from financing activities

   54,564     (171,671 )

Cash flow from investment activities

   (862,755 )   (764,709 )
            

Net cash flow for the period

   (6,767 )   (164,362 )
            

We had a positive operating cash flow of U.S.$772 million compared to a U.S.$801 million for the same period in 2005, resulting from greater sale collections, partially offset by an increase in payments to suppliers and personnel, higher interest rates, value added taxes and other similar payments.

Cash flow from financing activities at December 31, 2006 was a net income of U.S.$171 million compared to a net expense of U.S.$55 million for the same period in 2005. This change resulted from an increase in debt payment in 2006 and the issuance of bonds in 2005.

Cash flow from investment activities for this period was a lower net expense than for the same period in 2006, due principally to larger disbursements for purchases in permanent investments as, for example, the purchase of the Luis Dreyfus (L.D.) companies in Brazil and Argentina during 2005.

 

6


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

5. MARKET RISK ANALYSIS

In respect of the economic risks resulting from interest rate variations, the Company maintains, as of December 31, 2006, a relation between fixed rate debts and total consolidated debt of approximately 71.70%, which it believes is consistent with the industry in which it operates. The Company does not engage in futures or other hedging transactions to hedge against variations in the selling prices of pulp and forest products because it believes that risks resulting from price variations are limited in large part because the Company maintains one of the lowest cost structures in the industry.

In response to economic risks resulting from interest rate variations, the Company has applied policies consistent with the general policies of the industries in which it operates.

As explained in note 2, the Company and most of its subsidiaries maintain their accounting records and prepare their financial statements in U.S. dollars. Both their assets and their liabilities are denominated in U.S. dollars, as are the majority of their revenues. As a result, their exposure to changes in the exchange rate has decreased significantly since January 1, 2002, when they began maintaining their accounting records and preparing their financial statements in U.S. dollars.

 

6. PURCHASE OF ASSETS

In June 2006, Celulosa Arauco y Constitución S.A., through a subsidiary, purchased the forest assets of Cementos Bío Bío.

The purchase, which represented an investment of U.S.$136 million, includes 21,000 hectares of forest plantations, one sawmill with an annual production capacity of 250,000 m3 and a remanufacturing facility.

Cementos Bío Bío and Arauco are natural business partners. For many years Arauco has provided Cementos Bío Bío with logs and has purchased from them wood chips for Arauco’s pulp plants. Likewise, both companies have entered into joint business arrangements in certain foreign markets.

The purchase of the forest assets of Cementos Bío Bío allows Arauco to consolidate its forest assets and increase supply in the areas of sawnwood and remanufactured products. Therefore, the investment is consistent with Arauco’s strategy to invest in plantations in areas where its industrial assets are located.

This investment demonstrates the positive outlook that Arauco maintains regarding the Chilean industrial forest sector.

 

7


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

     At December 31,  
     2005     2006  
     ThU.S.$     ThU.S.$  

ASSETS

    

CURRENT ASSETS:

    

Cash

   24,265     16,672  

Time deposits

   32,276     21,719  

Marketable securities (note 3)

   280,276     141,201  

Trade accounts receivable (note 4)

   365,300     546,665  

Notes receivable

   6,491     4,081  

Other receivables

   42,791     53,996  

Notes and accounts receivable from related parties (note 18)

   2,202     2,243  

Inventories (note 5)

   609,126     634,548  

Recoverable taxes

   66,064     78,603  

Prepaid expenses

   44,405     55,252  

Deferred tax assets (note 15)

   1,681     1.269  

Other current assets

   50,100     63,541  
            

Total current assets

   1,524,977     1,619,790  
            

PROPERTY, PLANT AND EQUIPMENT: (note 6)

    

Land

   460,476     519,982  

Forests

   2,221,263     2,564,232  

Buildings and other infrastructure

   1,852,728     1,709,984  

Machinery and equipment

   2,011,943     2,335,745  

Other

   951,868     1,183,665  

Technical revaluation

   68,769     68,769  

Less: Accumulated depreciation

   (2,076,168 )   (2,270,472 )
            

Net property, plant and equipment

   5,490,879     6,111,905  
            

OTHER NON-CURRENT ASSETS:

    

Investments in related companies (note 7)

   81,955     82,510  

Investments in other companies

   254     254  

Goodwill (note 8)

   6,251     7,607  

Negative goodwill (note 8)

   (72,341 )   (59,874 )

Long-term receivables

   18,684     12,942  

Intangibles

   743     734  

Amortization

   (339 )   (369 )

Other (note 9)

   41,805     39,459  
            

Total other non-current assets

   77,012     83,263  
            

Total assets

   7,092,868     7,814,958  
            

The accompanying notes 1 to 28 form an integral part of these consolidated financial statements.

 

8


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets, continued

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

     At December 31,  
     2005     2006  
     ThU.S.$     ThU.S.$  

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current bank borrowings (note 10)

   113,360     203,453  

Current portion of long-term bank borrowings (note 14)

   69,629     138,046  

Current portion of bonds (note 12)

   34,468     134,468  

Current portion of other long term liabilities

   511     421  

Dividends payable

   1,660     178  

Trade accounts payable

   168,875     199,000  

Notes payable

   5,438     6,704  

Sundry accounts payable

   9,689     14,207  

Notes and accounts payable to related companies (note 18)

   3,452     4,617  

Accrued liabilities (note 13)

   60,973     58,148  

Withholding taxes

   16,658     18,150  

Income tax payable

   3,358     42,644  

Deferred income

   3,774     4,223  

Other current liabilities

   678     623  
            

Total current liabilities

   492,523     824,882  
            

LONG-TERM LIABILITIES:

    

Long-term bank borrowings (note 14)

   497,078     364,771  

Bonds (note 12)

   1,682,500     1,582,500  

Sundry accounts payable

   5,099     3,378  

Accrued liabilities

   24,745     26,582  

Deferred tax liabilities (note 15)

   91,924     127,463  

Other long-term liabilities

   36,997     41,099  
            

Total long-term liabilities

   2,338,343     2,145,793  
            

Minority interest (note 23)

   12,900     12,678  
            

SHAREHOLDERS’ EQUITY: (note 20)

    

Paid-up in capital

   347,551     347,551  

Share premium

   5,625     5,625  

Forestry and other reserves

   1,475,904     1,631,736  

Provisory Dividends

   (69,343 )   (89,758 )

Retained earnings

   2,051,069     2,317,030  

Net income for the period

   438,296     619,421  
            

Total shareholders’ equity

   4,249,102     4,831,605  
            

Total liabilities and shareholders’ equity

   7,092,868     7,814,958  
            

The accompanying notes 1 to 28 form an integral part of these consolidated financial statements.

 

9


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Statements of Income

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

     At December 31,  
     2005     2006  
     ThU.S.$     ThU.S.$  

OPERATING INCOME:

    

Sales revenue

   2,373,589     2,849,657  

Cost of sales

   (1,219,830 )   (1,434,101 )

Gross profit

   1,153,759     1,415,556  

Administration and selling expenses

   (486,745 )   (550,240 )
            

Operating income

   667,014     865,316  
            

NON-OPERATING INCOME:

    

Interest earned

   31,484     26,968  

Share of net income of related companies (note 7)

   7,207     8,468  

Other non-operating income (note 21)

   9,889     14,589  

Amortization of goodwill (note 8)

   (3,399 )   (2,818 )

Interest expenses

   (150,372 )   (139,360 )

Other non-operating expenses (note 22)

   (16,503 )   (17,429 )

Price-level restatement (note 1)

   775     451  

Foreign currency exchange rate (note 1)

   (5,723 )   7,986  
            

Non-operating loss

   (126,642 )   (101,145 )
            

Income before taxes, minority interest and amortization of negative goodwill

   540,372     764,171  

Income taxes (note 15)

   (107,437 )   (149,401 )

Income before minority interest and amortization of negative goodwill

   432,935     614,770  

Minority interest (note 23)

   (72 )   100  

Income before amortization of negative goodwill

   432,863     614,870  

Amortization of negative goodwill (note 8)

   5,433     4,551  
            

Net income

   438,296     619,421  
            

The accompanying notes 1 to 28 form an integral part of these consolidated financial statements.

 

10


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Statements of Consolidated Cash Flows

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

     At December 31,  
     2005     2006  
      ThU.S.$     ThU.S.$  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   438,296     619,421  

Loss (Profit) on sale of assets

    

Loss (profit) on sale of property, plant and equipment

   (590 )   (761 )

Items affecting income not involving the movement of cash:

    

Depreciation

   165,110     185,414  

Amortization of intangibles

   37     36  

Write-offs and provisions

   2,190     2,532  

Profit from investments accounted for under the equity method

   (7,207 )   (8,468 )

Amortization of goodwill

   3,399     2,818  

Amortization of negative goodwill

   (5,433 )   (4,551 )

Net price level restatement

   (775 )   (451 )

Foreign currency exchange rate

   5,723     (7,986 )

Others

   63,760     75,224  

Decrease (Increase) in current assets:

    

Clients and debtors

   (127,868 )   (226,939 )

Inventory

   (81,296 )   (34,977 )

Other current assets

   (36,276 )   (33,129 )

Increase (Decrease) in current liabilities:

    

Suppliers and creditors

   273,171     59,831  

Interest payable

   (4,689 )   19,231  

Provision for income taxes

   4,068     75,055  

Other current liabilities

   109,804     49,718  
            

Net cash flows from operating activities

   801,424     772,018  
            

The accompanying notes 1 to 28 form an integral part of these consolidated financial statements.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Statements of Consolidated Cash Flows, continued

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

     At December 31,  
     2005     2006  
      ThU.S.$     ThU.S.$  

CASH FLOWS FROM FINANCING ACTIVITIES

    

Loans from financial institutions

   310,815     713,463  

Bonds issue

   400,000     —    

Loans paid

   (270,135 )   (690,443 )

Bonds paid

   (175,000 )   —    

Dividends paid

   (207,724 )   (194,691 )

Other

   (3,392 )   —    
            

Net cash flow from financing activities

   54,564     (171,671 )
            

CASH FLOWS FROM INVESTING ACTIVITIES

    

Sales of property, plant and equipment

   1,893     6,460  

Purchase of property, plant and equipment

   (665,986 )   (722,719 )

Permanent investments

   (244,428 )   (10,176 )

Capitalized interest paid

   (18,769 )   (38,903 )

Other investments

   64,535     629  
            

Net cash flow from investment activities

   (862,755 )   (764,709 )
            

Net cash flows from operating, investing and financing activities

   (6,767 )   (164,362 )
            

Effect of inflation

   (11,331 )   10,153  
            

Net decrease in cash and cash equivalents

   (18,098 )   (154,209 )

Initial balance of cash and cash equivalents

   356,609     338,511  
            

FINAL BALANCE OF CASH AND CASH EQUIVALENTS

   338,511     184,302  
            

The accompanying notes 1 to 28 form an integral part of these consolidated financial statements.

 

12


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Organization and basis of presentation

Celulosa Arauco y Constitución S.A., a Chilean corporation (the “Company”), and its subsidiaries are engaged principally in the production of pulp, forestry and wood products and the management of its subsidiaries’ forestry assets.

The financial statements of the Company and its subsidiaries (collectively known as “Arauco”) are presented on a consolidated basis and have been prepared on the basis of accounting principles generally accepted in Chile and specific guidelines issued by the Superintendencia de Valores y Seguros (the “Chilean Securities Commission”). The Company consolidates the financial statements of the companies in which it controls a majority of voting shares. All significant intercompany transactions have been eliminated. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain minor reclassifications among account headings have been made to these consolidated financial statements in order to present them on a basis more familiar to readers of financial statements in the United States (the “U.S.”).

The consolidated financial statements as of December 31, 2005 and 2006 include the following direct and indirect subsidiaries of the Company, all of which are incorporated in Chile (except as otherwise noted).

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(a) Organization and basis of presentation, continued

 

    

Interest of the Company

as of December 31,2006

  

Total

December 31,

2005

Subsidiary company

  

Direct

%

  

Indirect

%

  

Total

%

  

Total

%

Agenciamiento y Servicios Profesionales S.A. (Mexico)

   —      99.99    99.99    99.99

Alto Paraná S.A. (Argentina)

   —      99.97    99.97    99.97

Arauco Denmark ApS (Denmark)

   —      99.99    99.99    99.99

Arauco Distribución S.A.

   —      99.99    99.99    99.99

Arauco Ecuador S.A. (Ecuador)

   0.10    99.89    99.99    99.99

Arauco Europe S.A. (Switzerland)

   —      —      —      99.98

Arauco Forest Brasil S.A. (Ex-L.D. Forest Products S.A.) (Brazil)

   —      99.99    99.99    99.99

Arauco Forest Products B.V.(The Netherlands)

   —      99.99    99.99    99.99

Arauco Generación S.A.

   98.00    1.99    99.99    99.99

Arauco Honduras S. de R.L. de C.V. (Honduras)

   0.09    99.91    99.99    99.99

Arauco Internacional S.A.

   98.03    1.96    99.99    99.99

Arauco Perú S.A. (Peru)

   —      99.99    99.99    99.99

Arauco Wood Products, Inc. (U.S.A.)

   0.39    99.60    99.99    99.99

Araucomex S.A. de C.V. (Mexico)

   —      99.99    99.99    99.99

Aserraderos Arauco S.A.

   99.00    0.99    99.99    99.99

Bosques Arauco S.A.

   1.00    98.93    99.93    99.93

Caif S.A. (Argentina)

   —      99.99    99.99    99.99

Controladora de Plagas Forestales S.A.

   —      60.44    60.44    51.40

Ecoboard S.A. (Argentina)

   —      99.99    99.99    99.99

Ecoresin S.A. (Argentina)

   —      99.99    99.99    99.99

Faplac S.A. (Argentina)

   —      99.99    99.99    99.99

Flooring S.A. (Argentina)

   —      60.00    60.00    60.00

Forestal Arauco Costa Rica S.A. (Costa Rica)

   11.37    88.62    99.99    99.99

Forestal Arauco Guatemala S.A. (Guatemala)

   0. 17    99.83    99.99    99.99

Forestal Arauco S.A.

   99.92    —      99.92    99.92

Forestal Celco S.A.

   1.00    98.93    99.93    99.93

Forestal Cholguán S.A.

   —      97.31    97.31    97.31

Forestal Concepción S.A. (Panamá)

   —      99.99    99.99    99.99

Forestal Cono Sur S.A. (Uruguay)

   —      99.99    99.99    99.99

Forestal Los Lagos S.A.

   —      79.94    79.94    79.94

Forestal Misiones S.A. (Argentina)

   —      99.99    99.99    99.99

Forestal Valdivia S.A.

   1.00    98.93    99.93    99.93

Industrias Forestales S.A. (Argentina)

   10.00    89.99    99.99    99.99

Inversiones Celco S.L. (Spain)

   32.02    67.97    99.99    99.99

Investigaciones Forestales Bioforest S.A.

   1.00    98.93    99.93    99.93

La Señora del Milagro S.R.L. (Argentina)

   —      99.99    99.99    —  

Molduras Trupán S.A.

   1.00    98.99    99.99    99.99

Norwood S.A.

   —      99.99    99.99    —  

Paneles Arauco S.A.

   99.00    0.99    99.99    99.99

Placas Do Parana S.A. (Brazil)

   —      99.99    99.99    99.99

Servicios Logísticos Arauco S.A.

   45.00    54.99    99.99    99.96

Southwoods Arauco-Lumber and Millwork LLC (U.S.A.)

   —      99.61    99.61    99.61

Trupán Argentina S.A. (Argentina)

   —      99.99    99.99    99.99

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(b) Currency records

On January 1, 2002, the Company and its subsidiaries Aserraderos Arauco S.A. and Paneles Arauco S.A. began maintaining their accounting records and preparing their financial statements in U.S. dollars.

On January 1, 2003, the subsidiaries Forestal Arauco S.A., Forestal Celco S.A., Bosques Arauco S.A., Forestal Valdivia S.A., Forestal Cholguán S.A. and Arauco Internacional S.A. also began maintaining their accounting records and preparing their financial statements in U.S. dollars.

The Company’s other Chilean subsidiaries maintain their accounting records and prepare their financial statements in Chilean pesos.

 

(c) Price-level restatement and foreign currency exchange rate

 

  (i) Price-level restatement

The charge or credit for price-level restatement of the subsidiaries that record and prepare their financial statements in Chilean pesos in the consolidated financial statements is comprised of the following two factors:

 

  (A) the effect of changes in the purchasing power of the Chilean peso during each year presented in the consolidated financial statements; and

 

  (B) the change in the value of assets and liabilities which are denominated in inflation index-linked units of account called Unidades de Fomento (“UF”).

 

  (ii) Changes in purchasing power

The effect of the changes in the purchasing power of the Chilean peso during each year presented in the consolidated financial statements, relating to the effect of the changes on the assets, liabilities and net income of the subsidiaries that record and prepare their financial statements in Chilean pesos, is calculated by restating non-monetary assets, liabilities, shareholders’ equity and income statement accounts to reflect changes in the Chilean consumer price index from the date they were acquired or incurred to the end of the year. The net purchasing power gain or loss calculated as described above, and included in net income, reflects the effect of Chilean inflation on the value of non-monetary assets and liabilities (other than UF- and foreign currency-denominated assets and liabilities) held by these subsidiaries.

The restatements were calculated using the official consumer price index of the Chilean National Institute of Statistics and are based on the “prior month rule,” according to which inflation adjustments are based on the CPI at the close of the month preceding the close of the relevant period or transaction. This index is considered by the business community, the accounting profession and the Chilean government to be the index which most closely complies with the technical requirement to reflect the variation in the general level of prices in Chile and, consequently, is widely used for financial reporting purposes in Chile.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(c) Price-level restatement and foreign currency exchange rate, continued

 

  (ii) Changes in purchasing power, continued

The values of the CPI were as follows:

 

     Index   

Change from
previous

December 31

 

December 31, 2005

   121.12    3.7 %

December 31, 2006

   124.23    2.6 %

The values of the CPI used for the price-level restatement for the two most recent fiscal years were as follows:

 

     Index   

Change from
previous

November 30,

 

November 30, 2005

   121.53    3.6 %

November 30, 2006

   124.11    2.1 %

The above-mentioned price-level restatements do not purport to represent appraisal or replacement values and are intended only to restate all non-monetary financial statement components in terms of local currency of a single purchasing power and to include in the net result for each year the gain or loss in purchasing power arising from the holding of monetary assets and liabilities exposed to the effects of inflation.

 

  (iii) Inflation Index-linked units of account (UF)

Assets and liabilities that are denominated in inflation index-linked units of account are stated at the year-end values of the respective units of account. The principal inflation index-linked unit used in Chile is the UF, which changes daily to reflect the changes in Chile’s CPI.

Interest-bearing assets and liabilities that are denominated in UFs have their interest rates expressed in terms of an interest rate spread in excess of the indexation of the UF.

Values for the UF were as follows (historical pesos per UF):

 

     Ch$

December 31, 2005

   17,317.05

December 31, 2006

   18,336.38

 

  (iv) Foreign currency exchange rate

The charge or credit for foreign currency exchange rate is comprised of the change in the value of assets and liabilities denominated in foreign currencies.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(c) Price-level restatement and foreign currency exchange rate, continued

 

  (v) Assets and liabilities denominated in foreign currencies

Assets and liabilities denominated in foreign currencies other than U.S. dollars are detailed in note 17 and have been translated into U.S. dollars at the relevant observed exchange rate reported by the Central Bank of Chile. The observed exchange rates for foreign currencies reported by the Central Bank on the specified dates were as follows:

 

     At December 31,
    

2005

U.S.$ 1

   2006
U.S.$ 1

Chilean peso (Ch$)

   512.50    532.39

Euro

   0.85    0.76

Argentine peso (Ar$)

   3.02    3.06

Brazilean real (R$)

   2.34    2.14

Unidad de Fomento (UF)

   0.03    0.03

The differences arising in the valuation of assets and liabilities denominated in foreign currencies as a result of variations in the exchange rates are accounted for in the income statement as an item of foreign currency exchange rate in the year in which they arise. Realized and unrealized losses and realized gains on interest rate swaps are accounted for under the account headings “Interest and other financial expenses” and “Interest earned” in the year in which they arise. See note 1(o).

Credit (charge) to income for price-level restatement in each of the reporting periods was comprised of the restatements of non-monetary assets, UF and foreign currency-denominated monetary assets and liabilities, shareholders’ equity and income statement accounts as follows:

Credit (charge) to income for price-level restatement:

 

     Year ended December 31,  
    

2005

ThU.S.$

Credit (Charge)

   

2006

ThU.S.$

Credit (Charge)

 

Assets, liabilities and equity restated by CPI

    

Shareholders’ equity of subsidiaries in Chilean pesos

   (856 )   (543 )

Property, plant and equipment, net

   263     322  

Inventories

   620     514  

Other assets and liabilities, net

   262     160  
            

Net effect on income

   289     453  
            

Price-level restatement of income statement accounts

   486     (2 )
            

Credit (charge) to income by CPI

   775     451  
            

 

17


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(c) Price-level restatement and foreign currency exchange rate, continued

Credit (charge) to income for foreign currency exchange rate:

 

     Year ended December 31,  
    

2005

ThU.S.$

Credit (Charge)

   

2006

ThU.S.$

Credit (Charge)

 

Assets restated by foreign currency

    

Trade accounts receivable

   2,944     1,643  

Other assets

   8,965     12,780  

Liabilities restated by foreign currency

    

Bank borrowings

   (4,349 )   (1,195 )

Trade accounts payable

   (6,413 )   232  

Dividends payable

   1,274     (403 )

Other liabilities

   (8,144 )   (5,071 )
            

Net effect on income from foreign currency

   (5,723 )   7,986  
            

 

(d) Time deposits, marketable securities and investments purchased under agreements to resell

Time deposits are shown at cost plus accrued interest. Marketable securities are shown at the lower of cost plus accrued interest or market value.

Financial instruments purchased under agreements to resell are held at acquisition cost plus accrued interest.

Investment in money market funds are stated at market value based on year-end quoted values.

 

(e) Inventories

Inventories of raw materials, spare parts and supplies have been stated at the average price or restated cost as determined by price-level restatement principles for those subsidiaries that maintain their accounting records and prepare their financial statements in Chilean pesos. Imports in transit are held at accumulated cost at the balance sheet date plus price-level restatement for subsidiaries that maintain their accounting records and prepare their financial statements in Chilean pesos.

For those subsidiaries that maintain their accounting records and prepare their financial statements in Chilean pesos, finished goods are stated at an average unit production cost for the year, including production overhead and depreciation of fixed assets, plus price-level restatement.

Inventory of forests in exploitation is stated at the commercially appraised value at which these forests were transferred from fixed assets.

Finished goods are valued at the lower of average cost of production or market value. For those subsidiaries that maintain their accounting records and prepare their financial statements in Chilean pesos, inventory is valued at the lower of price-level restated cost (or transferred value in the case of forest inventory) and market value.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(f) Property, plant and equipment

 

  (i) Property, plant and equipment, excluding forests

The property, plant and equipment of the Company and those of its subsidiaries that maintain their accounting records and prepare their financial statements in U.S. dollars are valued at cost. The property, plant and equipment of the other Chilean subsidiaries, excluding forests, are valued at cost plus price-level restatement. The carrying value of property, plant and equipment was adjusted in 1979 in accordance with the regulations of the Chilean Securities Commission. See note 6.

Property, plant and equipment, excluding forests and land, is depreciated on a straight-line basis over the estimated remaining useful lives of the underlying assets.

Financing costs of projects requiring major investments in long-term construction and those costs incurred from financing specific projects are capitalized and amortized over the estimated useful lives of the related assets. Profits and losses on the sale of property, plant and equipment, excluding forests, are accounted for as the difference between the book value and the consideration received.

The Company has conducted an impairment analysis of its significant assets and concluded that no impairment charge is necessary.

 

  (ii) Forests

Radiata pine that is less than 16 years old is valued at the cost of development, maintenance and protection plus price-level restatement (until December 31, 2002). Finance costs related to the development of the forests are not capitalized but are expensed in the income statement.

Radiata pine that is 16 or more years old is valued in accordance with a commercial valuation performed by Arauco based on sample measurements of forest growth carried out by independent third parties. The difference between the commercial valuation at year-end and the prior year’s valuations plus price-level restatement (until December 31, 2002) is accounted for as an adjustment to “Forests” and to shareholders’ equity under the account heading “Forestry and other reserves.”

Forests which are due to be exploited within one year are reallocated to inventory under current assets.

On the sale of a related finished good, the shareholders’ equity account “Forestry and other reserves” is reduced by the amount of the commercial valuation allocable to such finished good. Such commercial valuation is excluded from cost of sales.

Commercial valuations are not performed on native forests.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(g) Investments in related companies

Investments in companies over which Arauco exercises significant, but not controlling, influence are shown under other non-current assets and are accounted for using the equity method. Arauco is presumed to exercise significant influence where its participation in a company is between 20% and 50%.

Arauco’s proportionate share in the net income and losses of related companies is recognized in non-operating income in the statement of income on an accrual basis, after eliminating any unrealized profits from transactions between related companies.

Investment in related companies acquired through December 31, 2003 are accounted for using the equity method, in accordance with Circular Letter No. 368 of the Chilean Securities Commission.

Investment in related companies acquired after December 31, 2003 are accounted for using the proportional net worth method, in accordance with Circular Letter No. 1697 of the Chilean Securities Commission.

Investments in foreign companies are accounted for in accordance with Technical Bulletin No. 64 of the Accountants Association of Chile.

 

(h) Income taxes

Effective January 1, 2000, the effects of deferred income taxes arising from temporary differences between the basis of assets and liabilities for tax and financial statement purposes are recorded in accordance with Technical Bulletins Nos. 60, 68 and 69 of the Chilean Institute of Accountants and Circular 1466 of the Chilean Securities Commission. The effects of deferred income taxes up to January 1, 2000 that were not previously recorded were recognized in accordance with the transitional period provided by Technical Bulletin No. 60, against a contra asset or liability account (“complementary accounts”) and were recorded. Complementary accounts are amortized to income over the estimated average reversal periods corresponding to underlying temporary differences to which the deferred tax asset or liability related. Deferred income taxes by January 1, 2000 are recognized in income as the temporary differences are reversed.

Deferred income tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred income tax assets to an amount that is more likely than not to be realized.

 

(i) Bonds

Bonds are shown at face value plus accrued interest as of each year-end. The discount on, and expenses incurred in, the issue of the bonds are shown under other non-current assets and are amortized over the term of the instruments.

 

(j) Staff severance indemnities

Arauco has recorded a liability for long-term severance indemnities in accordance with the collective agreements entered into with its employees. Generally, upon leaving Arauco, employees who have completed five years of service are entitled to one month’s salary for each year of service, up to the retirement age of 60 and 65 years for women and men, respectively. The provision for severance compensation is calculated on the basis of the present value of the total accrued cost of this benefit, discounted at a real annual interest rate of 5%.

 

20


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(k) Research and development expenses

The cost of research, project development and special studies are charged to income in the year in which they are incurred, except for the cost of fixed assets once development has been approved. The cost of research and development charged to income was U.S.$3,382 thousand and U.S.$3,218 thousand for the year ended December 31, 2005 and 2006, respectively.

 

(l) Negative goodwill on investments

Any excess of the fair value of net assets (book value until December 31, 2003) of a company acquired over the purchase consideration paid is accounted for as a reduction of the consolidated assets in the balance sheet and is amortized to the income statement over a five-year period or the life time of acquired assets.

 

(m) Goodwill on investments

Any consideration paid to acquire a company in excess of fair value of net assets (book value until December 31, 2003) is accounted for as an increase of the consolidated assets in the balance sheet and is amortized over a five-year period or the life time of acquired assets.

 

(n) Cash and cash equivalents

Arauco considers cash and cash equivalents as representing cash and cash instruments with an original maturity of less than three months. Cash flows from operating activities include all business-related cash flows as well as interest paid, financial income and in general, all cash flows not defined as resulting from financing or investing activities. The operating concept used in this statement is broader than that in the consolidated statements of income.

 

(o) Interest rate swaps

Interest rate swap agreements are considered hedges of existing items and accounted for in accordance with Technical Bulletin No. 57 of the Accountants Association of Chile.

 

(p) Government grants awarded for forestry activities

Grants that are received from the Chilean government for forestry activities are accounted for as a credit to shareholders’ equity or as a reduction in the cost of the forests. These amounts are realized as income on sale of the related finished goods.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(q) Provision for vacation pay

Vacation pay earned by employees but not paid is accounted for on an accrual basis.

 

(r) Allowance for doubtful accounts

Allowance for doubtful accounts is recorded based on analyses of collectibility on an individual account basis.

 

(s) Leasing assets

Financing leases are recorded at the present value of the minimum lease payments, discounted by the purchase option interest rate indicated in the contract. The obligations are recorded as current and long-term liabilities net of deferred interest.

 

(t) Intangibles

Intangible assets are recorded at cost, adjusted for price-level restatement, and are amortized over 20 years.

 

(u) Revenue recognition policy

Revenues are recorded in accordance with Technical Bulletin No. 70 of the Accountants Association of Chile.

 

(v) Interest rate swap contracts

Interest expense on swap contract-related debt is adjusted for the net amount receivable or payable under the swap contract. The initial premium payable upon entry into the swap contract is amortized over the period of the underlying contract.

 

(w) Software

Internal development software costs are expensed when incurred. Purchased software is capitalized and amortized over the estimated useful life up to a maximum of four years. Capitalized software assets are classified in “Property, plant and equipment” as “other assets.”

 

(x) Translation of foreign subsidiaries

Beginning January 1, 2002, the financial statements of the Company’s foreign subsidiaries are translated into U.S. dollars in accordance with B.T. No. 64. In accordance with B.T. No. 64, the financial statements of foreign subsidiaries whose activities do not constitute an extension of the Chilean parent company’s operations and operate in countries that are exposed to significant risks, restrictions or inflation/exchange fluctuations, are remeasured into U.S. dollars before translation into the accounting records of the parent company. The Company has remeasured the operations of its Argentinean subsidiaries and the Panamanian agency that are not considered an extension of Arauco’s operations into U.S. dollars as follows:

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

(x) Translation of foreign subsidiaries, continued

 

   

Monetary assets and liabilities are translated at year-end rates of exchange between the U.S. dollar and the local currency.

 

   

All non-monetary assets and liabilities and shareholders’ equity are translated at historical rates of exchange between the U.S. dollar and the local currency.

 

   

Income and expense accounts are translated at average rates of exchange between the U.S. dollar and the local currency.

 

   

The effects of any exchange rate fluctuations as compared to the U.S. dollar are included in the results of operations for the relevant year.

Until December 31, 2001, under B.T. No. 64, each investment in foreign subsidiaries was price-level restated, in order to separate the effect of price-level restating the foreign investment, which was reflected in income, from the effect of the foreign currency translation gain or loss, which was reflected in equity in the account “Cumulative Translation Adjustment,” as the foreign investment itself was measured in U.S. dollars. For the years ended December 31, 2006 and 2005, as allowed by B.T. No. 64, the Company designated U.S. dollar denominated debt as an economic hedge of its net foreign investment in Argentina.

As of December 31, 2006, the Company’s investments in Argentina represented 8.5% of its consolidated assets, compared to 9.3% as of December 31, 2005.

It is not possible to predict what developments will occur in the Argentine economy, what effects the Argentine economic crisis and the devaluation of the Argentine peso may have on the economic and financial condition of the Company’s Argentine subsidiaries or whether the Argentine economic crisis may affect developments in other emerging markets including Chile. The Company’s financial statements include the financial effects of recent current Argentine developments in accordance with both Chilean Securities Commission instructions and Technical Bulletin guidelines.

 

2. CHANGES IN ACCOUNTING POLICIES

There are no changes in accounting principles or presentation for the years covered in these consolidated financial statements.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

3. MARKETABLE SECURITIES

Marketable securities as of each year-end, were as follows:

 

     As of December 31,
  

2005

ThU.S.$

  

2006

ThU.S.$

Mutual fund units

   280,276    141,201
         

Total marketable securities

   280,276    141,201
         

 

4. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable as of each year-end were as follows:

 

     As of December 31,  
  

2005

ThU.S.$

   

2006

ThU.S.$

 

Trade accounts receivable

   373,775     556,648  

Allowance for doubtful accounts

   (8,475 )   (9,983 )
            

Total trade accounts receivable

   365,300     546,665  
            

As of December 31, 2005 and 2006, no single customer accounted for more than 10% of the outstanding balance of accounts receivable. Arauco takes steps to reduce the risk of non-payment for goods sold, including the use of letters of credit, receipt of advance payments and the use of insurance policies. If such measures were to fail, Arauco would be exposed to a maximum credit loss equivalent to the accounting balance. Arauco has not experienced any significant losses as a result of non-payment of accounts receivable.

 

5. INVENTORIES

Inventories have been valued in accordance with the policy described in note 1(e). The principal components were as follows:

 

     As of December 31,
  

2005

ThU.S.$

  

2006

ThU.S.$

Finished goods (pulp)

   63,076    40,662

Finished goods (timber and panels)

   164,590    204,635

Work in progress

   12,469    14,528

Sawlogs, pulpwood and chips

   36,528    53,696

Raw material

   65,403    67,484

Forests under exploitation

   246,929    224,796

Pending imports

   1,162    3,196

Other

   18,969    25,551
         

Total inventories

   609,126    634,548
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, including forests, have been valued as described in note 1(f).

Technical revaluation and adjustment of book value

The balances of buildings and other infrastructure, machinery and equipment and other include amounts arising from the technical revaluation of certain assets performed during 1979, in accordance with regulations of the Chilean Securities Commission.

The accumulated net book value of these revaluations as of each year-end is detailed below by class of asset:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Buildings and other infrastructure

   2,496    2,386

Machinery and equipment

   240    204
         

Total increase in value due to technical revaluation of property, plant and equipment

   2,736    2,590
         

Depreciation of property, plant and equipment was calculated as described in note 1(f) and was as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Depreciation of:

     

Property, plant and equipment (excluding land and forests)

   164,963    185,268

Technical revaluation

   147    146
         

Total

   165,110    185,414
         

Accumulated depreciation was as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Accumulated depreciation of:

     

Property, plant and equipment (excluding land and forests)

   2,011,064    2,205,222

Technical revaluation

   65,104    65,250
         

Total

   2,076,168    2,270,472
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

6. PROPERTY, PLANT AND EQUIPMENT, continued

Forests

The cost and the commercial valuation increment of the forests, determined as described in note 1(f), was as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Cost of forests

   805,825    991,502

Commercial valuation increment

   1,415,438    1,572,730
         

Total

   2,221,263    2,564,232
         

 

7. INVESTMENTS IN RELATED COMPANIES

During 2006, Arauco made the following investments in related companies:

Through the subsidiary Bosques Arauco S.A., Arauco acquired 8.97% of Controladora de Plagas Forestales S.A. for U.S.$35 thousand. As a result of this investment, U.S.$8 thousand was allocated to negative goodwill.

On October 11, 2006, through the subsidiary Aserraderos Arauco S.A., Arauco acquired the company Norwood S.A. for U.S.$4.7 million. As a result of this investment, U.S.$2.0 million was allocated to goodwill and U.S.$3.5 million to adjustment of acquired assets.

On November 10, 2006 through the subsidiary Arauco Internacional S.A., Arauco acquired the Argentine company, La Señora del Milagro S.R.L., for U.S.$5.4 million. As a result of this investment, U.S.$2.0 million was allocated to goodwill.

During 2005, Arauco made the following investments in related companies:

On January 6, 2005, through the subsidiary Forestal Valdivia S.A., Arauco acquired 80% of the company Forestal Los Lagos S.A. for U.S.$ 21.4 million. As a result of this investment, U.S.$ 2.5 million was allocated to adjustment of acquired assets and U.S.$ 896 thousand to goodwill.

On March 9, 2005, through our Brazilian subsidiary Arauco Do Brasil Ltda., Arauco acquired the Brazilian company L.D. Forest Products S.A. for U.S.$ 168 million. As a result of this investment, U.S.$ 68.3 million was allocated to adjustment of acquired assets and U.S.$ 65.2 million to a negative goodwill. In October 2005, Arauco Do Brasil Ltda. was restructured. As a result of this process, the assets and liabilities of Arauco Do Brasil Ltda. were transferred to the subsidiaries Placas do Paraná S.A. and Arauco Forest Brasil S.A.

On October 31, 2005, through our subsidiary Industrias Forestales S.A., Arauco acquired the company Louis Dreyfus S.A. in Argentina for U.S.$55 million. As a result of this transaction, U.S.$5.6 million was allocated to adjustments of acquired assets and U.S.$11.7 million to a negative goodwill.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

7. INVESTMENTS IN RELATED COMPANIES, continued

Pursuant to the Chilean Securities Commission’s Circular Letter No. 1697, Arauco is conducting additional analyses of some assets that eventually will be added to the currently reported values.

Taxes on unremitted earnings

Deferred taxes have not been recorded, nor has the investment been adjusted, for taxes that may arise on the distribution or remittance of earnings from investments in related companies as these earnings will either be indefinitely reinvested or will not result in the imposition of additional taxes.

The investments in related companies at each year-end were as follows:

 

     As of December 31,
   Percentage
Participation
  

Investment

Value

   Net income of
investee
  

2005

%

   2006
%
   2005
ThU.S.$
   2006
ThU.S.$
   2005
ThU.S.$
   2006
ThU.S.$

Puerto de Lirquén S.A.

   20.14    20.14    24,290    23,806    2,457    2,512

Inversiones Puerto Coronel S.A.

   50.00    50.00    11,084    12,770    1,632    1,686

Servicios Corporativos Sercor S.A.

   20.00    20.00    969    1,259    260    306

Eka Chile S.A.

   50.00    50.00    28,305    25,708    601    1,201

Dynea Brasil S.A.

   50.00    50.00    17,307    18,967    2,257    2,763
                             

Total

         81,955    82,510    7,207    8,468
                         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

8. GOODWILL AND NEGATIVE GOODWILL

 

  a) Negative goodwill as of each year-end was as follows:

 

     As of December 31,
   2005    2006
   Amortization for
the period
ThU.S.$
   Balance of
negative goodwill
ThU.S.$
   Amortization
for the period
ThU.S.$
   Balance of
negative goodwill
ThU.S.$

Forestal Cholguán S.A.

   931    1    1    —  

Maderas Prensadas Cholguán S.A.

   17    —      —      —  

Arauco Forest Brasil S.A. (ex -L.D. Forest Products S.A.)

   4,485    60,682    3,797    59,438

Ecoresin S.A.

   —      7,415    474    277

Ecoboard S.A.

   —      4,243    271    159

Controladora de Plagas Forestales S.A.

   —      —      8    —  
                   

Total negative goodwill

   5,433    72,341    4,551    59,874
                   

 

  b) Goodwill as of each year-end was as follows:

 

     As of December 31,
   2005    2006
   Amortization for
the period
ThU.S.$
   Balance of
goodwill
ThU.S.$
   Amortization for
the period
ThU.S.$
   Balance of
goodwill
ThU.S.$

Paneles Arauco S.A.

   590    —      —      —  

Eka Chile S.A.

   2,421    4,842    2,421    2,421

Southwoods-Arauco Lumber L.L.C.

   300    600    300    300

Forestal Los Lagos S.A.

   88    809    54    755

Norwood S.A.

   —      —      26    2,049

La Señora del Milagro S.R.L. (*)

   —      —      17    2,082
                   

Total goodwill

   3,399    6,251    2,818    7,607
                   

  (*) Pursuant to the Chilean Securities Commission’s Circular Letter No. 1697, the Company is conducting additional analyses of some assets that eventually will be added to the currently reported values.

 

9. OTHER NON-CURRENT ASSETS

Other non-current assets as of each year-end were as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Recoverable taxes

   18,911    18,546

Bond issue expenses

   12,008    9,671

Discounts on bond issues

   3,162    2,939

Forestry roads

   3,273    3,793

Other

   4,451    4,510
         

Total other non-current assets

   41,805    39,459
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

10. CURRENT BANK BORROWINGS

Current bank borrowings as of year-end were as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Total outstanding

   113,360    203,453

Principal outstanding

   113,066    202,196

Weighted average annual interest rate

   4.46    6.35

Current bank borrowings were denominated as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Obligations in foreign currency

   113,360    165,747

Obligations in local currency

   —      37,706
         

Total current bank borrowings

   113,360    203,453
         

 

11. CURRENT LIABILITIES

 

  (a) The following liabilities, excluding bank borrowings, fall due within one year:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Current portion of bonds

   34,468    134,468

Current portion of other long-term liabilities

   511    421

Trade accounts payable

   168,875    199,000

Accounts and notes payable to related parties

   3,452    4,617

Current provisions

   60,973    58,148

Sundry accounts payable and other liabilities

   41,255    86,729
         

Total

   309,534    483,383
         

 

  (b) The percentages of these obligations in foreign and local currency, were as follows at year-end:

 

     As of December 31,
    

2005

%

  

2006

%

Foreign currency

   51.09    69.51

Local currency

   48.91    30.49
         

Total

   100.00    100.00
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

12. BONDS

Arauco had six series of Yankee Bonds outstanding as of December 31, 2006.

The balances of the bonds were as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Current

     

Yankee Bonds 1st Issue

   292    100,292

Yankee Bonds 2nd Issue

   4,834    4,834

Yankee Bonds 3rd Issue

   8,749    8,749

Yankee Bonds 4th Issue

   8,914    8,914

Yankee Bonds 5th Issue

   7,303    7,303

Yankee Bonds 6th Issue

   4,376    4,376
         

Total current (including accrued interest)

   34,468    134,468
         

Long-term

     

Yankee Bonds 1st Issue

   100,000    —  

Yankee Bonds 2nd Issue

   225,000    225,000

Yankee Bonds 3rd Issue

   270,500    270,500

Yankee Bonds 4th Issue

   387,000    387,000

Yankee Bonds 5th Issue

   300,000    300,000

Yankee Bonds 6th Issue

   400,000    400,000
         

Total long-term

   1,682,500    1,582,500
         

Less total accrued interest

   34,468    34,468
         

Total principal outstanding

   1,682,500    1,682,500
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

12. BONDS, continued

These bonds have the following characteristics:

 

    

Yankee

Bonds

1st Issue

 

Yankee

Bonds 2nd

Issue

 

Yankee

Bonds 3rd

Issue

 

Yankee

Bonds 4th

Issue

 

Yankee

Bonds 5th

Issue

 

Yankee

Bonds 6th

Issue

Issue date

   Dec. 15, 1995   Oct. 3, 1997   Aug. 15, 2000   Sept. 10, 2001   Jul. 9, 2003   April 20, 2005

Authorized

Amount (nominal)

   12 years
ThU.S.$ 100,000
  12 years
ThU.S.$ 100,000
  10 years
ThU.S.$ 300,000
  10 years
ThU.S.$ 400,000
  10 years
ThU.S.$ 300,000
  10 years
ThU.S.$ 400,000
     20 years
ThU.S.$ 125,000
       

Authorized

Amount (outstanding)

   12 years
ThU.S.$ 100,000
  12 years
ThU.S.$ 100,000
  10 years
ThU.S.$ 270,500
  10 years
ThU.S.$ 387,000
  10 years
ThU.S.$ 300,000
  10 years
ThU.S.$ 400,000
     20 years
ThU.S.$ 125,000
       

Issue amount

   12 years
ThU.S.$ 100,000
  12 years
ThU.S.$ 100,000
  10 years
ThU.S.$ 300,000
  10 years
ThU.S.$ 400,000
  10 years
ThU.S.$ 300,000
  10 years
ThU.S.$ 400,000
     20 years
ThU.S.$ 125,000
       

Amounts Authorized

but not issued

   —     —     —     —     —     —  

Principal

Repayment

   December 2007   12 years
September 2009
  August 2010   September 2011   July 2013   April 2015
     20 years
September 2017
       

Interest rate

(excluding effects of

any interest rate swap)

   7.00%   12 years 7.20%
20 years 7.50%
  8.625%   7.75%   5.125%   5.625%

Interest

Payment

   Semi-annually   Semi-annually   Semi-annually   Semi-annually   Semi-annually   Semi-annually

As of December 2006, the principal and interest amounts due with respect to these bonds were as follows:

 

Year

   ThU.S.$

2007(*)

   134,468

2008

   —  

2009

   100,000

2010

   270,500

2011

   387,000

2013

   300,000

2015

   400,000

2017

   125,000
    

Total

   1,716,968
    

  (*) This amount includes U.S.$34,468 thousand of accrued interest.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

13. ACCRUED LIABILITIES

 

  (a) Accrued liabilities were as follows:

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Accrual for staff vacations

   10,852    10,732

Plant maintenance accrual

   8,610    11,731

Standby letters of credit

   276    504

Accrual for contingencies

   1,340    —  

Staff severance indemnities

   2,365    3,302

Selling and other transportation costs provisions

   6,720    3,694

Electrical expense provision

   5,357    3,650

Staff salary and benefits

   6,887    5,384

Forestry activity expenses

   1,445    2,393

Pending monthly provisional payments

   7,660    5,752

Chlorate Plant provision

   1,413    1,708

Services and fees provision

   2,162    1,863

Other current liabilities

   5,886    7,435
         

Total accrued liabilities

   60,973    58,148
         

 

  (b) Liability for staff severance indemnities

The liability for staff severance indemnity payments is shown at its present value as described in note 1(j). The movement in this account was as follows:

 

     As of December 31,  
   2005
ThU.S.$
    2006
ThU.S.$
 

Balance at beginning of year

   17,429     21,456  

Provision during the year

   4,568     3,911  

Provision with charge to assets

   258     29  

Payments during the year

   (799 )   (1,316 )
            

Balance as of year-end

   21,456     24,080  
            

 

     As of December 31,
   2005
ThU.S.$
   2006
ThU.S.$

Shown in the balance sheet as:

     

Current

   2,365    3,302

Long-term

   19,091    20,778
         

Total

   21,456    24,080
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

14. LONG-TERM BANK BORROWINGS

 

  (a) Long-term bank borrowings including accrued interest outstanding at each year-end were as follows:

 

Bank or financial institution    Denomination    As of December 31, 2005    As of December 31, 2006
     

Long-term

Portion
ThU.S.$

  

Short-term

Portion
ThU.S.$

  

Long-term

Portion
ThU.S.$

  

Short-term

Portion
ThU.S.$

J.P. Morgan-Chase (Argentine Collateral Trust) (1)

   U.S.$    200,000    50,151    100,000    100,198

Tesoro Argentino (2)

   U.S.$    1,114    790    557    851

Citigroup (Revolving Facility) (3)

   U.S.$    240,000    1,853    240,000    1,611

Santander Overseas Bank Inc. (4)

   U.S.$    12,000    251    9,600    2,770

Banco Alfa

   U.S.$    —      4,002    —      —  

Banco Alfa

   R$    252    88    184    97

Banco Itau

   R$    7,263    555    —      8,431

Banco Safra

   R$    242    103    158    114

Banco Modal

   R$    5,775    295    —      6,806

Banco Sampo

   U.S.$    9,820    3,300    6,546    3,296

Banco ABN

   U.S.$    1,939    1,001    970    994

Banco HSBC

   U.S.$    —      4,163    —      —  

International Finance

   U.S.$    11,935    1,133    5, 000    69

Citibank

   U.S.$    —      —      —      7,060

Banco Rio

   U.S.$    —      —      —      3,084

Banco Francés

   U.S.$    —      —      —      2,047

DEG

   Euro    6,738    1,944    —      —  

Banco do Brasil

   R$    —      —      1,756    618
                      

Total long-term bank borrowings

      497,078    69,629    364,771    138,046
                      

The weighted average interest rates for long-term foreign currency-denominated debt for the years ended December 31, 2005 and 2006 were 5.49% and 5.80%, respectively. Arauco enters into interest rate swap agreements to swap certain amounts of its non-U.S. dollar denominated payment obligations for U.S. dollar-denominated payment obligations.

Six-month LIBOR on December 31, 2005 and 2006 was 4.69% and 5.37%, respectively.

 

  (1) The Argentine subsidiary Alto Paraná S.A. obtained a U.S.$ 250 million loan in order to redeem preferred equity shares. The loan is denominated in U.S. dollars, and has a variable interest rate of LIBOR plus a market spread. Interest payments are due semi-annually and principal is payable in five semi-annual payments, which begin December 12, 2006.

 

  (2) Alto Paraná owed an initial aggregate principal amount of U.S.$ 13 million and additional accrued interest payable to the Argentine government in respect of certain loans originally made by Banco Nacional de Desarrollo to Alto Paraná. These loans were originally covered by guarantees issued by the governments of other countries that sought reimbursement from the Argentine government for payment made under these guarantees. The Argentine government renegotiated its debt with the “Paris Club” countries and, pursuant to Resolution 40/95 issued by the Ministry of Economy and Public Works and Services, has extended these terms to the Argentine companies that originally incurred this debt, including Alto Paraná. According to their terms, those Governmental Obligations have been restructured to mature in installments between 1995 and 2008 and accrue interest at a contractual rate of LIBOR plus a spread of up to 0.625%.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

14. LONG-TERM BANK BORROWINGS, continued

 

  (3) On August 3, 2004, the Company obtained a syndicated loan for U.S.$ 240 million with a group of banks lead by Citigroup, BBVA, Calyon and Dresdner Kleinwort Wasserstein. The credit is structured as a revolving facility, allowing the Company to borrow, prepay and borrow the committed amount again during the life of the credit facility. Funds will be used for debt refinancing and other corporate purposes.

The term of the credit is five years and the interest rate is LIBOR plus 0.275% if the outstanding amount is less than 50% of the facility, and LIBOR plus 0.30% if the outstanding amount is more than 50% of the facility.

 

  (4) The subsidiary Forestal Los Lagos S.A. obtained a U.S.$ 12 million loan in order to repay outstanding debt. The loan was denominated in U.S. dollars and had a variable interest rate of LIBOR plus 0.50%. Interest payments are due semi-annually while the loan principal is repayable in seven semi-annually payments, which begin on January 2, 2007.

 

  (b) Debt distribution

As of December 31, 2005 and 2006, long-term bank borrowings, including both the current portion and interest accrued, were denominated in U.S. dollars, Brazilian reals and euros.

 

  (c) Maturity of long-term bank borrowings

As of December 31, 2006, the maturities of long-term bank borrowings payable were as follows:

 

Year

   ThU.S.$

2008

   189,166

2009

   165,805

2010 and thereafter

   9,800
    

Total

   364,771
    

The principal financial covenant contained in the instruments or agreements with respect to such long-term bank borrowings was as follows:

 

   

The interest coverage ratio must not be less than 2.0.

 

   

The ratio of debt to consolidated tangible net worth must not be higher than 1.2.

 

   

Consolidated net worth must not be less than U.S.$ 2,500 million.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

15. INCOME TAXES

 

  (a) Taxable income

In accordance with Chilean law, the Company and each of its subsidiaries determine and pay tax on a separate basis and not on a consolidated basis.

On a consolidated basis, Arauco recorded charges for income taxes amounting to U.S.$ 104,793 thousand and U.S.$124,008 thousand for the years ended December 31, 2005 and 2006, respectively. Furthermore, Arauco established provisions for U.S.$238 thousand as of December 31, 2005 and U.S.$34 thousand as of December 31, 2006, in accordance with Article 21 of the Income Tax Law. These amounts are shown in “Income tax payable,” net of monthly prepayments and training expenses.

The detail of income tax expense is as follows:

 

     As of December 31,  
   2005
ThU.S.$
    2006
ThU.S.$
 

Income tax

Adjustment to prior year’s tax expense

   (104,793
1,774
)
 
  (124,008
1,078
)
 

Provisions estimated in accordance with Article No. 21

of the Income Tax Law in Chile

   (238 )   (34 )

Deferred income tax

Tributary benefit for tributary losses

Amortization of complementary accounts

Other charges and credits to the account

   (4,186
659
(653
—  
)
 
)
 
  (36,987
1,406
(654
3,875
)
 
)
 

Income and liabilities effects for deferred tax provision

valuation changes

   —       5,923  
            

Total Income Tax

   (107,437 )   (149,401 )
            

 

  (b) Retained taxable earnings

Shareholders of Chilean corporations are entitled to a tax credit against tax due on dividend distributions to the extent of their allocable share of tax paid by the corporation on such earnings prior to distribution. The retained taxable earnings generated by the Company, along with the related tax credit, if any, that would be available to shareholders on distribution of such amounts, are presented below. Under Chilean tax law, dividend distributions must be made from earnings in years with available credits on a first-in, first-out basis. Remaining tax credits on undistributed earnings as of December 31, 2006 were as follows:

 

     Retained Earnings    Shareholders’
   With
Credit
ThU.S.$
   Without
Credit
ThU.S.$
  

Tax

Credit
ThU.S.$

Balance as of December 31, 2004

   19,682    1,427    4,031

Balance as of December 31, 2005

   199,750    3,971    39,153

Balance as of December 31, 2006

   206,011    34,813    41,910
              

Total

   425,443    40,211    85,094
              

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

15. INCOME TAXES, continued

 

  (c) Deferred taxation

As explained in note 1(h), as of December 31, 2005 and 2006 Arauco recorded accumulated deferred taxes arising from temporary differences as follows:

 

     As of December 31, 2005  
   Deferred tax assets     Deferred tax liabilities  
   Current
ThU.S.$
    Long term
ThU.S.$
    Current
ThU.S.$
   Long term
ThU.S.$
 

Allowance for doubtful accounts

   2,081     153     —      —    

Deferred revenues

   751     45     —      —    

Accrual for staff vacations

   1,391     —       —      —    

Production costs

   —       —       7,961    —    

Value difference and property, plant and equipment depreciation

   —       —       559    121,889  

Capitalized expenses

   —       —       6,734    14,220  

Obsolescence reserve

   668     —       —      —    

Debt issue and project expenses

   —       —       —      2,726  

Staff severance indemnities

   2,340     899     —      —    

Tax loss carry forwards

   4,518     25,739     —      —    

Property, plant and equipment valuation

   —       31,362     —      6,547  

Accrual for contingencies

   253     1,570     —      —    

Plant maintenance accrual

   1,108     —       —      —    

Argentine peso devaluation

   1,972     —       —      —    

Other

   5,599     721     580    2,109  

Leasing assets

   130     420     577    423  
                       

Total

   20,811     60,909     16,411    147,914  
                       

Complementary accounts, net of

accumulated amortization (1)

   (2,719 )   (4,477 )   —      (5,481 )

Valuation provision

   —       (5,923 )   —      —    
                       

Total

   18,092     50,509     16,411    142,433  
                       

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

15. INCOME TAXES, continued

 

  (c) Deferred taxation, continued

 

     As of December 31, 2006  
   Deferred tax assets     Deferred tax liabilities  
   Current
ThU.S.$
    Long term
ThU.S.$
    Current
ThU.S.$
   Long term
ThU.S.$
 

Allowance for doubtful accounts

   2,150     360     —      —    

Deferred revenues

   134     76     —      —    

Accrual for staff vacations

   1,601     —       —      —    

Production costs

   —       —       8,945    —    

Capitalized expenses

   —       —       8,394    17,101  

Value difference and property, plant and equipment depreciation

   —       —       477    163,335  

Staff severance indemnities

   2,561     1,134     —      —    

Debt issue and project expenses

   —       —       —      3,057  

Obsolescence reserve

   621     —       —      —    

Accrual for contingencies

   253     1,424     —      —    

Tax loss carry-forwards

   2,933     31,783     —      —    

Property, plant and equipment valuation

   —       25,500     —      3,713  

Plant maintenance accrual

   1,797     —       —      —    

Argentine peso devaluation

   1,972     —       —      —    

Other

   4,354     756     555    1,717  

Leasing assets

   130     964     763    890  

Sales provision

   4,616     —       —      —    
                       

Total

   23,122     61,997     19,134    189,813  
                       

Complementary accounts, net of accumulated amortization (1)

   (2,719 )   (4,473 )   —      (4,826 )

Valuation provision

   —       —       —      —    
                       

Total

   20,403     57,524     19,134    184,987  
                       

  (1) These accounts reverse over the same period as the timing differences that gave rise to them with an average of approximately 15 years.

 

16. FORESTRY GRANTS

Forestry grants are included in shareholders’ equity under the account heading “Forestry and other reserves.” These grants are transferred to income at the time of sale of the related finished goods. The Company’s forestry subsidiaries received forestry grants of U.S.$262 thousand during the year ending December 31, 2005 and U.S.$252 thousand during the year ending December 31, 2006.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

17. ASSETS AND LIABILITIES DENOMINATED IN LOCAL AND FOREIGN CURRENCY

As of each year-end, Arauco had assets and liabilities denominated in local and foreign currencies. These assets and liabilities are shown at their U.S. dollar equivalent at each year-end.

 

          At December 31,
     Currency    2005
ThU.S.$
   2006
ThU.S.$

Assets

        

Current Assets:

        

Cash and banks

   U.S.$    3,849    5,379

Cash and banks

   Ch$    3,572    3,283

Cash and banks

   Ar$    11,969    69

Cash and banks

   R$    1,235    1,802

Cash and banks

   Euro    824    3,379

Cash and banks

   Mx$    1,509    1,864

Cash and banks

   Other currencies    1,307    896

Time deposits and marketable securities

   U.S.$    172,792    100,778

Time deposits and marketable securities

   Ch$    205    12

Time deposits and marketable securities

   R$    26,905    15,554

Time deposits and marketable securities

   Euro    112,628    46,570

Time deposits and marketable securities

   Ar$    22    6

Trade accounts receivable

   U.S.$    261,698    412,517

Trade accounts receivable

   Ch$    41,553    44,586

Trade accounts receivable

   Ar$    20,559    19,521

Trade accounts receivable

   R$    24,241    25,980

Trade accounts receivable

   Euro    12,241    26,380

Trade accounts receivable

   Mx$    2,485    4,666

Trade accounts receivable

   Other currencies    2,523    13,015

Other accounts receivable

   U.S.$    9,967    15,941

Other accounts receivable

   Ch$    32,855    26,987

Other accounts receivable

   Ar$    5,831    9,234

Other accounts receivable

   R$    1,898    1,404

Other accounts receivable

   Euro    596    5,295

Other accounts receivable

   Mx$    260    1,301

Other accounts receivable

   Other currencies    77    158

Inventories

   U.S.$    596,133    621,406

Inventories

   Ch$    12,993    13,142

Other current assets

   U.S.$    74,774    55,246

Other current assets

   Ch$    69,272    96,825

Other current assets

   Ar$    7,688    35,043

Other current assets

   R$    8,794    4,868

Other current assets

   Mx$    1,197    1,311

Other current assets

   Euro    —      4,071

Other current assets

   Other currencies    525    1,301
            

Total current assets

      1,524,977    1,619,790
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

17. ASSETS AND LIABILITIES DENOMINATED IN LOCAL AND FOREIGN CURRENCY, continued

 

          At December 31,
   Currency    2005
ThU.S.$
   2006
ThU.S.$
Property, plant and equipment and other assets:         
Property, plant and equipment    U.S.$    5,453,687    6,068,192
Property, plant and equipment    Ch$    37,192    43,713
Other assets    U.S.$    28,427    51,289
Other assets    Ch$    27,430    11,136
Other assets    Ar$    20,499    20,085
Other assets    R$    583    715
Other assets    Mx$    17    37
Other assets    Other currencies    56    1
            

Total property, plant and equipment and other assets

      5,567,891    6,195,168
            

Total assets

      7,092,868    7,814,958
            

 

          At December 31,
   Currency    2005
ThU.S.$
   2006
ThU.S.$

Liabilities

        
Current liabilities:         
Current bank borrowings    U.S.$    113,360    172,239
Current bank borrowings    Ar$    —      31,214
Current portion of long-term bank borrowings    U.S.$    66,644    121,980
Current portion of long-term bank borrowings    R$    1,041    16,066
Current portion of long-term bank borrowings    Euro    1,944    —  
Current portion of bonds    U.S.$    34,468    134,468
Notes and trade accounts payable    U.S.$    41,716    87,407
Notes and trade accounts payable    Ch$    106,675    86,631
Notes and trade accounts payable    Euro    3,551    2,833
Notes and trade accounts payable    Mx$    207    2,058
Notes and trade accounts payable    Other currencies    2,265    23
Notes and trade accounts payable    R$    7,723    6,697
Notes and trade accounts payable    Ar$    15,628    24,672
Other current liabilities    U.S.$    29,084    20,282
Other current liabilities    Ch$    45,290    59,180
Other current liabilities    Euro    312    205
Other current liabilities    Other currencies    47    34
Other current liabilities    R$    13,937    15,336
Other current liabilities    Ar$    8,282    42,792
Other current liabilities    Mx$    349    765
            

Total current liabilities

      492,523    824,882
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

17. ASSETS AND LIABILITIES DENOMINATED IN LOCAL AND FOREIGN CURRENCY, continued

 

          At December 31,
          2005    2006
     Currency    ThU.S.$    ThU.S.$
Long-term liabilities:         
Long-term bank borrowings    U.S.$    476,808    362,673
Long-term bank borrowings    R$    13,532    2,098
Long-term bank borrowings    Euro    6,738    —  
Bonds    U.S.$    1,682,500    1,582,500
Other long-term liabilities    U.S.$    15,371    16,234
Other long-term liabilities    Ch$    91,865    121,919
Other long-term liabilities    Other currencies    1    —  
Other long-term liabilities    R$    43,549    48,296
Other long-term liabilities    Ar$    7,809    11,921
Other long-term liabilities    Mx$    170    152
            
Total long-term liabilities       2,338,343    2,145,793
            
Total liabilities       2,830,866    2,970,675
            

 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

          As of December 31,     

Company

   Relationship    2005    2006    Transaction
      ThU.S.$    ThU.S.$   
(a) Current assets            
Forestal del Sur S.A.    Indirect    282    495    Accounts receivable
Eka Chile S.A.    Affiliate    1,766    1,729    Accounts receivable
Compañía Puerto de Coronel S.A.    Affiliate    154    —      Accounts receivable
CMPC Maderas S.A.    Indirect    —      19    Accounts receivable
               

Total current assets

      2,202    2,243   
               
(b) Current liabilities            
Compañía de Petróleos de Chile Copec S.A.    Affiliate of Shareholder    1,099    1,185    Accounts payable
Puerto de Lirquén S.A.    Affiliate    264    1,079    Accounts payable
Fantoni S.P.A.    Indirect    1,573    1,582    Accounts payable
Abastible S.A.    Indirect    93    231    Accounts payable
Servicios Corporativos Sercor S.A.    Indirect    —      6    Accounts payable
Sigma S.A.    Indirect    1    3    Accounts payable
Cía. Puerto de Coronel S.A.    Affiliate    —      459    Accounts payable
Empresas Copec S.A.    Principal    —      23    Accounts payable
Depósitos Portuarios Lirquén S.A.    Indirect    —      1    Accounts payable
Codelco Chile    Indirect    —      3    Accounts payable
Fundación Educacional Arauco    Affiliate    422    40    Accounts payable
Entel S.A.    Indirect    —      5    Accounts payable
               

Total current liabilities

      3,452    4,617   
               

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

During the years ended December 31, 2005 and 2006, Arauco had the following related party transactions, higher than U.S.$200 thousand, that affected net income:

 

    

Purchases (sales)

Year ended December 31,

 
    

2005

ThU.S.$

   

2006

ThU.S.$

 

(a) Compañía de Petróleos de Chile Copec S.A.:

    

Purchases of fuel

   23,836     41,007  

(b) Puerto de Lirquén S.A.:

    

Port services

   4,191     5,604  

(c) Abastible S.A.:

    

Purchases of fuel

   694     2,228  

Other sales

   (203 )   (327 )

(d) Compañía de Seguros Generales Cruz del Sur S.A.:

    

Direct insurance premiums

   8,456     —    

(e) Cía. Puerto de Coronel S.A:

    

Stockpiling services

   5,875     5,467  

(f) Portaluppi, Guzmán y Bezanilla Abogados

    

Legal advice

   1,143     1,190  

(g) Eka Chile S.A.

    

Purchase of sodium chlorate

   17,388     19,633  

Electricity sale

   (16,067 )   (17,210 )

Other purchases

   360     225  

(h) Forestal del Sur S.A.:

    

Purchase of wood and timber

   3,442     2,042  

Sales of chips

   (7,220 )   (2,204 )

Other purchases

   191     336  

(i) CMPC Celulosa S.A.:

    

Sales timber

   (2,244 )   (2,098 )

Purchase timber

   —       1,431  

(j) Cía. Sud Americana de Vapores S.A.:

    

Freight services

   1,638     5,147  

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

 

    

Purchases (sales)

Period ended December 31,

 
    

2005

ThU.S.$

   

2006

ThU.S.$

 
(k) CMPC Maderas S.A.:     

Purchase timber

   —       2,313  

Other purchases

   416     13  
(l) Dynea Brasil S.A.:     

Purchase of chemical products

   15,047     25,164  

Purchase of melamine paper

   6,229     10,189  

Other sales

   (359 )   (761 )
(m) Cenelca S.A.:     

Purchase of electricity

   471     248  
(n) Empresas Copec S.A.:     

Managing services

   23     225  
(o) Forestal Mininco S.A.:     

Sales timber

   —       (1,396 )
(p) Sodimac S.A.:     

Sales timber

   (42,792 )   (48,254 )
(q) Codelco Chile:     

Other purchase

   —       540  
(r) Entel S.A.:     

Other purchase

   —       235  

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS

Warranties

Full, unconditional and irrevocable warranty of the Company on behalf of its subsidiary Alto Paraná S.A., in relation to bonds (Títulos de Deuda) issued under the Financial Trust “Argentine Collateral Trust I” dated June 13, 2001 under the laws of the Republic of Argentina, for the amount of U.S.$ 250 million due on December 2008.

Binding bail of the Company on behalf of its subsidiary Arauco Generación S.A. in relation to the construction of a sodium chloride plant of Eka Chile S.A.

Trials or other legal proceedings

 

A) The Company is involved in the following proceedings and legal actions regarding the operation of the Valdivia Plant:

 

1) Through Exempt Resolution No. 0250 dated April 1, 2004, the Environmental Regional Commission (“COREMA”) opened an investigation in connection with some alleged violations of environmental regulations pursuant to Resolution of Environmental Description No. 279-1998 by the Valdivia Project.

The Company answered the charges before the Commission. Nevertheless, through Resolution No.387 dated May 24, 2004, the Commission resolved, among other things, to (a) fine the Company 900 Monthly Tax Units (“UTM,” a Monthly Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous month’s inflation rate) (U.S.$54 thousand at December 31, 2006) for failure to comply with the terms and conditions set forth in Sections 2, 11, 12 and 13 of the Resolution of Environmental Description; (b) accept the measures proposed by the Company to mitigate the odor problem, establishing a schedule for the execution of such measures and (c) point out that the industrial waste fluids discharge system of the emergency system must comply with the Evaluating System of Environmental Impact (Law 19,300). The aforementioned Resolution No. 387 was judicially appealed in the Civil Court of Puerto Montt on June 4, 2004, in connection with part of the fine mentioned in clause (a) above, and the Company paid 10% of the total claimed. The case is currently in progress.

 

2) Pursuant to the Records of Inspection dated July 8, 2004 and finalized on July 15, 2004, Valdivia’s Department of Health Services began a Sanitary Indictment for the alleged emission of odors at the Valdivia Plant. On July 19, 2004, the Valdivia Plant filed its reply. Through Resolution 1775 dated December 17, 2004, Valvidia’s Department of Health Services resolved to fine Arauco 1,000 UTM (U.S.$60 thousand at December 31, 2006) and established some requirements to be fulfilled by the Company.

On December 27, 2004, Arauco judicially appealed the aforementioned Resolution in the First Civil Court of Valdivia. The matter is currently pending resolution.

 

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Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

3) Through Resolution No. 610 dated April 15, 2004 (of which the Company received notice on April 19, 2004), Valdivia’s Department of Health Services fined Arauco 1,000 UTM (U.S.$60 thousand at December 31, 2006), due to odors at the Valdivia Plant. The Company appealed the fine in the appropriate Civil Court of Valdivia, case No. 1151-04 and obtained a favorable resolution from the Civil Court. However, Valdivia’s Department of Health Services judicially appealed the resolution in the Court of Appeals of Valdivia. The matter is currently in progress.

 

4) Through Resolution No. 860 dated December 21, 2004, COREMA began sanction proceedings against the Company due to the discharge of refrigeration water at the Valdivia Plant, the disposal of solid waste, the accumulation of spills and the spilling of non-authorized effluents.

On January 11, 2005, Arauco filed its response, and through Resolution No. 182 dated March 15, 2005, COREMA resolved to sanction the Company with 800 UTM (U.S.$48 thousand at December 31, 2006), Arauco appealed that sanction on March 31, 2005 and paid 10% of the total claimed. The case is currently in progress.

 

5) Through resolution dated April 22, 2005, the Regional Ministerial Secretary of Health (the “Health SEREMI”) fined Arauco 1,000 UTM (U.S.$60 thousand at December 31, 2006), due to a fatal accident involving an employee in January 2005. The Company appealed the fine in the Second Civil Court of Valdivia, through case No. 785-2005, which is currently in progress.

 

6) Through Resolution No. 17 dated January 18, 2005, COREMA began sanction proceedings against the Company due to an alleged increase in the capacity of the plant, an increase of additional discharge waters into the Cruces River, a lack of compliance with the quality and emission guidelines for fluid waste, a lack of compliance with the required measurement of TRS gas and a lack of compliance with other measurement parameters. The Company filed its appeal last January 31, 2005.

Through Resolution No. 197 dated March 18, 2005, COREMA fined Arauco 1,400 UTM (U.S.$84 thousand at December 31, 2006). Arauco appealed that sanction and paid the required percentage of the total claimed. The case is currently in progress.

 

7) Through Resolutions 3300 and 3301 dated December 20, 2004, the Superintendent of Sanitary Services began sanction proceedings against the Company due to the Company exceeding the guidelines of the Resolution on Environmental Description, approved by the Study of Environmental Impact regarding the total emission of phosphate and temperature.

Through Resolution 290 dated January 26, 2005, the Superintendent of Sanitary Services fined Arauco 200 Annual Tax Units (“UTA”, an Annual Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous month’s inflation rate)(U.S.$144 thousand at December 31, 2006). This Resolution was judicially appealed on February 9, 2005 in the appropriate Civil Court of Santiago, which rejected the complaint. The resolution was appealed in the Appeal Court, and the matter is currently in progress.

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

8) Several complaints have been filed with the Warranty Court of Valdivia, due to alleged violations in connection with the operations of the Valdivia Plant. All the complaints are being addressed through a single investigation. The complaints charge alleged violations set forth in Article 291 of the Penal Code, Article 136 of the Fishing Law and Article 38 of the National Monuments Law. The investigation is currently in progress in the appropriate District Attorney’s office.

 

9) On April 27, 2005, the State of Chile Defense Committee filed an indemnity demand against the Company in the First Civil Court of Valdivia for environmental harm and indemnities. The Company filed its response, and the matter is currently in progress.

 

10) Through Resolution 1755 dated June 24, 2005, the Superintendent of Sanitary Services began a sanction proceeding against the Company for exceeding emissions standards regarding temperature, suspended solid waste, arsenic, total phosphorus, hexavalente chrome, molybdenum and nickel. On July 11, 2005, the Company filed its response to the Superintendent. Nevertheless, on December 26, 2005, the Superintendent resolved to sanction the Company with a fine of 400 UTA (U.S.$288 thousand at December 31, 2006). The Company has appealed the decision, and the matter is currently in progress.

 

11) On January 25, 2006, the Health SEREMI commenced a sanitary proceeding with regard to a fatal accident in January 2006 involving an employee of a contractor working in the Valdivia project. The proceeding is currently pending resolution.

 

12) On June 20, 2006, the family of an employee of Arauco who died in an accident filed suit in the family court of San José de la Mariquina, file no. 14.146. The suit demands Ch$488,525,280 in damages. The lawsuit is covered by our insurance and our insurance provider has assumed the defense. The suit is ongoing.

 

B) Arauco is subject to the following legal actions and proceedings affecting its Arauco Plant:

 

1) On August 23, 2004, Arauco’s Department of Health Services began a sanitation investigation based on the nuisance caused by a turpentine spill at the Arauco Plant. Through a Resolution dated November 8, 2004, Arauco’s Department of Health Services resolved to fine the Company 1,000 UTM (U.S.$60 thousand at December 31, 2006).

This Resolution was judicially appealed on November 17, 2004 before the Court of Lebu, and is currently pending resolution.

 

2) On June 7, 2005, individuals and associations related to small-scale fishers in Laraquete and Arauco filed a criminal complaint in Warranty Court for violation of Article 136 of the Fishing Law relating to potential harm to the fishing resources in the area of the Arauco Plant. The investigation is in progress in the District Attorney’s office.

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

C) Arauco is subject to the following legal actions and proceedings affecting its Nueva Aldea Forestry Industrial Complex:

 

1) On April 8, 2005, several appeal claims were filed against the Resolution on Environmental Qualification of the Project of New Works and Updates of the Itata Forestry Industrial Complex, which had been approved on March 10, 2005. The aforementioned appeals were filed by individuals who participated in the development of the Study on Environmental Impact, with the participation of citizens. On May 4 and May 31, 2005, respectively, the Company and the Regional Environmental Commission of the Eighth Region informed the public about the appeals, which are currently in progress

 

2) On December 15, 2005, the Health SEREMI commenced a sanitary proceeding with regard to an accident involving the exposure of three employees of Echeverría Izquierdo Montajes Industriales, S.A., while handling the equipment owned by a subcontractor of Echeverría Izquierdo Montajes Industriales, S.A. The Company was required to appear in the proceeding and submitted all required paperwork. Through Resolution 2810, dated June 29, 2006, the SEREMI resolved to sanction various companies, including Arauco, which the SEREMI fined 300 UTM. Arauco subsequently presented an appeal to the sanction before the court of Concepción. The proceeding is currently in progress.

 

3) In connection with the accident that occurred at the Nueva Aldea Plant, which is referenced in section C.2 above, the office of the state prosecutor of Quirihue commenced an investigation, which is currently in progress.

 

4) At the end of March 2006, several appeal claims were presented against the Resolution on Environmental Qualification of the Project of New Works and Updates of the Nueva Aldea Forestry Industrial Complex, which were approved on February 20, 2006. The appeals were filed by individuals who participated in the development of the Environmental Impact Study, with the participation of other Chilean citizens. On May 31, 2006, the company informed the Executive Committee of the CONAMA about the appeals. The proceedings are currently in progress.

 

5) On December 9, 2006, Mr. Osmán Miguel Vergara Zambrano appeared before the Court of Appeals of Chillán with an appeal of protection against Besalco S.A. and Celulosa Arauco y Constitución S.A. The appeal seeks to have the companies immediately abandon a section of property that the claimants argue has been illegally occupied, repair the damage caused by the construction of the Waste Conduction and Discharge to the Sea of the Nueva Aldea Forestry Industrial Complex.

The appeal was rejected by the Court of Appeals of Chillán on February 6, 2007. The timeframe to appeal the rejection is pending as of the date of this release.

 

6) Due to a complaint regarding the presence of unpleasant odors coming from CFI Nueva Aldea, a sanitary investigation was initiated by the Health SEREMI of the Province of Ñuble, VIII Region pursuant to the Inspection Act of October 6, 2006. The company appropriately presented its defense. On February 9, 2007, Resolution Nº 980, was presented, pursuant to which the Health SEREMI of the Province of Ñuble resolved to dismiss and archive the sanitary investigation.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

7) On December 27, 2006, a dispute was presented by relatives of Mr. Pablo Reyes Cerda, a former employee of a contracting company of the Nueva Aldea Forestry Industrial Complex, who died on November 24, 2006, relating to his alleged homicide. The investigation is being carried out by the State Prosecutor of Quirihue.

 

8) In October of 2006, Mr. Héctor Manuel Rabanal Baeza filed charges with the corresponding Prosecutor for damages to private property. The complaint alleges damages were caused by operations of the Pulp Plant of the Forestry Industrial Complex of Nueva Aldea. The investigation is being carried out by the corresponding Prosecutor.

 

D) Arauco is subject to the following legal actions and proceedings affecting its Constitución Plant:

 

1) On January 24, 2006, the Company was notified of a claim for an injunction brought by Alvaro Santa María Prieto and Alejandro Lagos Letelier in the Court of Constitucion, seeking to modify the Company’s activities in the area with respect to air quality control guidelines.

 

2) According to the Inspection Act Nº 235 of September 25, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the company, investigating whether the monitoring system for TRS gases from their clay ovens and boilers has the necessary Sanitary Authority approval required by DS 167. The company presented its responses, following the investigatory proceedings.

 

E) Celulosa Arauco y Constitución S.A. has the following legal actions and proceedings affecting its Pulp Plant of Licancel:

 

1) According to Inspection Act Nº 670 of September 14, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the company, investigating whether the monitoring system for TRS gases required by DS 167 has the required approval. The company appropriately presented its responses, following the investigatory proceedings.

The Company is not currently involved in any other court proceedings or any other legal actions that could significantly affect its financial, economic or operational conditions.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

Other contingencies

The Electricity and Fuel Superintendent imposed sanctions on Arauco’s subsidiary Arauco Generación S.A. for alleged deficiencies in the Central Interconnected System. Arauco Generación S.A. is appealing these sanctions in the Court of Justice and with the Superintendent, and the matter is currently pending resolution. The amounts of the fines in question reach Ch$113,365 thousand (U.S.$213 thousand), and have been recorded in the consolidated financial statements.

As of December 31, 2006, the Company was not involved in any other court proceedings or any other legal actions that could significantly affect its financial, economic or operational conditions.

Restrictions

 

A) Due to the liabilities presented in the categories of banks borrowings and bonds, there are certain financial restrictions with which Arauco must comply. Non-compliance could result in these debts becoming fully payable upon demand.

The minimum financial restrictions are:

(i) the ratio of debt to consolidated tangible net worth must not be greater than 1.2;

(ii) consolidated net worth must not be less than U.S.$ 2,500 million; and

(iii) the interest coverage ratio must not be less than 2.0.

Arauco’s Argentine subsidiary Alto Paraná S.A., due to its obligations with JPMorgan Chase (Argentine Collateral Trust), must comply with the following ratios:

(i) the total financial liabilities (excluding JPMorgan Chase’s debt) must not be greater than 65% of its shareholders’ equity plus the debt with JPMorgan Chase; and

(ii) the ratio between EBITDA and excluded interests generated by the debt with JPMorgan Chase cannot be less than 1.75.

Both Arauco and its subsidiary Alto Paraná S.A. have complied with these restrictions as of December 31, 2006.

 

B) An agreement of Wood Supply and Future Land Purchases entered into by Celulosa Arauco y Constitución S.A. and a contract of Forestry Administration entered into by certain of Arauco’s forestry subsidiaries, both with the Fondo de Inversión Bío Bío, pursuant to which Arauco is subject to the following minimum financial restrictions. Failure to meet these restrictions could result in the purchase in advance of future obligations.

(i) the ratio of debt to consolidated tangible net worth must not be greater than 1.2;

(ii) consolidated net worth must not be less than U.S.$ 2,500 million; and

(iii) the interest coverage ratio must not be less than 2.0.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

19. CONTINGENCIES AND COMMITMENTS, continued

Pursuant to the agreement of Wood Supply between Arauco and the Fondo de Inversiones Bio Bio, Arauco would be required to advance the future purchases of wood (in part or entirely, depending on the situation) if the Fondo Bío Bío, in the event of “Significant Adverse Event”, as defined by the agreement, cannot meet its financial obligations with its own resources.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

20. SHAREHOLDERS’ EQUITY

The movements in the capital and reserve accounts for each of the years ended December 31, 2005 and 2006 are as follows:

 

December 31, 2005

  

Paid-in

capital

ThU.S.$

  

Share

premium

ThU.S.$

  

Forestry

and other

reserves

ThU.S.$

   

Retained

earnings

from prior

years

ThU.S.$

   

Interim

dividends

ThU.S.$

   

Net

Income

for the

Year

ThU.S.$

   

Total

ThU.S.$

 

Balance as of December 31, 2004

   347,551    5,625    1,459,746     1,686,520     (86,833 )   590,444     4,003,053  

Prior year income allocation

   —      —      —       590,444     —       (590,444 )   —    

Dividends paid

   —      —      —       (225,895 )   86,833     —       (139,062 )

Forestry reserve

   —      —      10,123     —       —       —       10,123  

Forestry reserve of consolidated subsidiaries to subsidiaries

   —      —      (1,929 )   —       —       —       (1,929 )

Conversion adjustment related to subsidiaries

   —      —      7,964     —       —       —       7,964  

Interim dividends

   —      —      —       —       (69,343 )   —       (69,343 )

Net income for the year

   —      —      —       —       —       438,296     438,296  
                                        

Balance as of December 31, 2005

   347,551    5,625    1,475,904     2,051,069     (69,343 )   438,296     4,249,102  
                                        

December 31, 2006

  

Paid-in

capital

ThU.S.$

  

Share

premium

ThU.S.$

  

Forestry

and other

reserves

ThU.S.$

   

Earnings

from prior

years

ThU.S.$

   

Interim

dividends

ThU.S.$

   

Net

Income

for the

Year

ThU.S.$

   

Total

ThU.S.$

 

Balance as of December 31, 2005

   347,551    5,625    1,475,904     2,051,069     (69,343 )   438,296     4,249,102  

Prior year income allocation

   —      —      —       438,296     —       (438,296 )   —    

Dividends paid

   —      —      —       (172,335 )   69,343     —       (102,992 )

Forestry reserve

   —      —      159,134     —       —       —       159,134  

Forestry reserve of consolidated subsidiaries to subsidiaries

   —      —      (1,842 )   —       —       —       (1,842 )

Conversion adjustment related to subsidiaries

   —      —      (1,460 )   —       —       —       (1,460 )

Interim dividends

   —      —      —       —       (89,758 )   —       (89,758 )

Net income for the year

   —      —      —       —       —       619,421     619,421  
                                        

Balance as of December 31, 2006

   347,551    5,625    1,631,736     2,317,030     (89,758 )   619,421     4,831,605  
                                        

The number of shares authorized, issued and outstanding as of December 31, 2005 and 2006 was 113,152,446. The Company’s shares are of a single series without a fixed nominal value.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

21. OTHER NON-OPERATING INCOME

Other non-operating income was as follows:

 

     As of December 31,
     2005    2006
     ThU.S.$    ThU.S.$

Reimbursement of customs duties

   4,680    5,200

Rental income

   592    94

Insurance recoveries

   1,171    504

Sale of materials and others

   184    226

Gain on sale of fixed assets

   590    761

Other income

   2,672    7,804
         

Total other non-operating income

   9,889    14,589
         

 

22. OTHER NON-OPERATING EXPENSES

Other non-operating expenses were as follows:

 

     As of December 31,
     2005    2006
     ThU.S.$    ThU.S.$

Other depreciation and amortization

   609    608

Write-off of damaged forest

   474    225

Donations

   540    292

Project expenses

   3,234    3,623

Provision for uncollectible accounts receivable

   628    534

Legal expenses

   151    172

Taxes

   4,681    3,672

Sales expenses adjustment for the previous year

   672    —  

Contingencies provision

   638    513

Write-off of inventory

   54    56

Services and honoraries

   58    35

Fines

   —      2,750

Other expenses

   4,042    4,752

Indemnities

   722    197
         

Total other non-operating expenses

   16,503    17,429
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

23. MINORITY INTEREST

The equity value corresponding to the minority shareholders’ interest in the Company’s subsidiaries was as follows:

 

     As of December 31,
    

2005

ThU.S.$

  

2006

ThU.S.$

Alto Paraná S.A.

   190    184

Forestal Arauco S.A.

   1,737    1,878

Forestal Cholguán S.A.

   4,904    5,371

Controladora de Plagas Forestales S.A.

   207    185

Forestal Los Lagos S.A.

   4,941    4,950

Flooring S.A.

   921    110
         

Total

   12,900    12,678
         

Income corresponding to the minority shareholders’ interest in the Company’s subsidiaries was as follow:

 

     As of December 31,  
    

2005

ThU.S.$

   

2006

ThU.S.$

 

Alto Paraná S.A.

   (15 )   (14 )

Forestal Arauco S.A.

   (85 )   (69 )

Forestal Cholguán S.A.

   (177 )   (177 )

Controladora de Plagas Forestales S.A.

   14     (22 )

Forestal Los Lagos S.A.

   191     210  

Flooring S.A.

   —       172  
            

Total

   (72 )   100  
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

24. SANCTIONS

From the Chilean Securities Commission

During the years ended December 31, 2006 and 2005, neither the Company nor any of its Directors or Executives has received sanctions from the Chilean Securities Commission.

From other administrative authorities

Sanctions received during 2006:

 

a) The Company

 

1) Through Exempt Resolution No. 689 dated November 8, 2005, COREMA commenced a proceeding to determine Arauco’s responsibility and possible sanctions with regard to atmospheric emissions of sulfur dioxide.

Arauco appeared before the COREMA on November 23, 2005. Through Exempt Resolution No. 60 dated January 30, 2006, COREMA sanctioned the Company with a warning.

 

2) On October 13, 2004, Arauco’s Department of Health Services (currently known as the Ministerial Regional Secretary of the Bío Bío Region) commenced a sanitary proceeding due to a industrial waste fluids discharge occurring on that same date. By resolution dated March 22, 2006 the Secretary fined the Company 600 UTM (U.S.$36 thousand at December 31, 2006).

 

3) On December 15, 2005, the Health SEREMI commenced a sanitary proceeding as a result of an incident at the Nueva Aldea plant involving the exposure of three employees of Echeverría Izquierdo Montajes Industriales S.A. to radiation while handling radioactive equipment owned by a subcontractor of Echevarría Izquierdo Montajes Industriales S.A. The Company presented to the Health SEREMI all requested documentation. Through Resolution 2810, de 29.06.2006, the Health SEREMI sanctioned various companies including Arauco, which was fined 300UTM (U.S.$18 thousand at December 31, 2006). Arauco filed an appeal before the Concepción court and the appeal is currently in progress.

 

4) According to the Inspection Act Nº 235 of September 25, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the Company, investigating whether the monitoring system for TRS gases from their clay ovens and boilers has the necessary Sanitary Authority approval required by DS 167. The company presented its responses, following the investigatory proceedings.

 

5) According to Inspection Act Nº 670 of September 14, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the Company, investigating whether the monitoring system for TRS gases required by DS 167 has the required approval. The Company presented its responses, following the investigatory proceedings.

 

6) According to Resolution Nº 699 of August 8, 2006, the Employment Director sanctioned de Valdivia Plant of Celulosa Arauco y Constitución S.A. with a fine equal to 30 UTM (U.S.$1.8 thousand at December 31, 2006) for not maintaining its Internal Regulations of Order, Hygiene and Safety up to date.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

24. SANCTIONS, continued

 

b) Alto Paraná S.A.

In connection with an ongoing Integral Fiscal Inspection initiated by the Federal Administration of Public Revenues of Alto Paraná S.A., it was communicated through Form F8400/L 002 Nº059851 of 28-06-06 that the payments made by the company between and including the years 2001 and 2004 to certain external beneficiaries as fees and expenses having a direct link to operations carried out by Alto Paraná S.A. in connection with the issuance of negotiable obligations constituted technical and financial consulting fees and should have been treated as a source from Argentina and consequently, the corresponding tax withholding on income and the applicable value added tax had been omitted.

The Company has been invited to voluntarily ratify or rectify this position.

As of August 7, 2006, the payments have been made as compensatory capital and interest, the latter calculated on the aforementioned date, in an amount of AR$6,974,825.62 (equal to US$2,278,610.13 on December 31, 2006). The Federal Administration of Public Revenues was notified of the decision to make payment and to proceed to rectify the corresponding declarations which does not, however, imply consent or admission by the company as to the nature of the services obtained externally, as to the nature of the fiscal framework or its use, or as to the supposed omission imputed to the company. Instead, the payments are the result of an analysis by the company of the normative, doctrinal and judicial framework, the anticipated long and costly litigation proceeding and the alternative of making voluntary payment in order to reduce or eliminate the fees and avoid legal fees and costs.

Sanctions received during 2005:

 

a) The Company

 

1) Through Resolution No. 860 dated December 21, 2004, COREMA began sanction proceedings against the Company due to the discharge of refrigeration water at the Valdivia Plant, the disposal of solid waste, the accumulation of spills and the spilling of non-authorized effluents.

On January 11, 2005, Arauco filed its response, and through Resolution dated March 15, 2005, COREMA resolved to sanction the Company with an 800 UTM fine (U.S.$48 thousand at December 31, 2006). Arauco appealed that sanction on March 31, 2005, previous payment of 10% of the total claimed. The case is currently in progress.

 

2) Through Resolution No. 17 dated January 18, 2005, COREMA began sanction proceedings against the Company due to an alleged increase in the capacity of the plant, an increase of additional discharge waters into the River Cruces, a lack of compliance with the quality and emission guidelines for fluid waste, a lack of compliance with the required measurement of TRS gas and a lack of compliance with other measurement parameters. The Company filed its appeal last January 31, 2005.

Through Resolution No. 197 dated March 18, 2005, COREMA decided to sanction the Company with a 1,400 UTM (U.S.$84 thousand at December 31, 2006) fine. Arauco appealed that sanction, previous payment of 10% of the total claimed. The case is currently in progress.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

24. SANCTIONS, continued

 

3) Through Resolutions 3300 and 3301 dated December 20, 2004, the Superintendent of Sanitary Services began sanction proceedings against the Company due to the Company exceeding the guidelines of the Resolution on Environmental Description, approved by the Study of Environmental Impact regarding the total emission of phosphate and temperature.

Through Resolution 290 dated January 26, 2005, the Superintendent of Sanitary Services fined Arauco 200 UTM (U.S.$12 thousand at December 31, 2006). This Resolution was judicially appealed on February 9, 2005 in the appropriate Civil Court of Santiago, the matter is currently in progress.

 

4) Through a Fiscal Decision dated January 3, 2005, supplemented by a Fiscal Decision dated April 25, 2005, the Navy Administrative Authority of Talcahuano decided that, due to the industrial waste fluids discharge on October 13, 2004, the Company should be fined an amount equivalent to 7,500 gold pesos which was confirmed, through Resolution 12655/129, dated September 15, 2005, by the Navy Administrative Authority.

 

5) Through Resolution No. 17 dated January 12, 2005, COREMA filed proceedings against the Company applying sanctions against the Itata Forestry Industrial Complex, due to certain differences in capacity, size and other features of some units of the complex as compared to those established by the original Resolution of Environmental Qualification authorizing the construction. The Company filed an appeal on February 16, 2005. Nevertheless, through Resolution 256 dated September, 13, 2005 Arauco was fined 200 UTM (U.S.$12 thousand at December 31, 2006).

 

6) Through Resolution No. 292 dated May 2, 2005, COREMA resolved to commence sanction proceedings against the Valdivia Plant for alleged violations of the parameters for industrial fluid waste. On May 13, 2005, the Company filed its response. Through resolution No. 378, dated June 7, 2005, COREMA resolved to sanction the Company with a fine equivalent to 200 UTM (U.S.$12 thousand at December 31, 2006).

 

7) Through Resolution 1755 dated June 24, 2005, the Superintendent of Sanitary Services began a sanction proceeding against the Company for exceeding emissions standards regarding temperature, suspended solid waste, arsenic, total phosphorus, hexavalente chrome, molybdenum and nickel. On July 11, 2005, the Company filed its response to the Superintendent. Nevertheless, on December 26, 2005, the Superintendent of Sanitary Services resolved to sanction the Company with a fine of 400 UTA (U.S.$287.9 thousand at December 31, 2006). The Company has appealed the fine, and the matter is currently pending.

 

8) Through resolution dated April 22, 2005, the Health SEREMI fined Arauco 1,000 UTM (U.S.$60 thousand at December 31, 2006) due to a fatal accident involving an employee in January 2005. The Company appealed the fine in the Second Civil Court of Valdivia, through case No. Rol 785-2005, which is currently under process of notification, due to the nullification of the first notification sent to the entity that placed the sanctioning resolution.

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

24. SANCTIONS, continued

 

9) The Health Service of Valdivia fined Arauco 400 UTM (U.S.$24 thousand at December 31, 2006) due to a fatal accident involving an employee of Salfa Montajes S.A. who was working for the Company on the Valdivia project. The fine was appealed, and consequently, on June 10, 2005 the Civil Court of Valdivia, through case No. 879-2004, determined that the Company was not responsible and cancelled the fine. The Health Service appealed the decision to the Court of Appeals of Valdivia. On October 6, 2005, the Court of Appeals of Valdivia affirmed the lower court’s decision. The Health Service has appealed this decision with the Supreme Court, through case No. 5,837-2005, which was rejected on March 29, 2006.

 

10) Through Resolution No. 12.655/130 dated September 15, 2005, the general board of the Maritime Territory and Merchant Marine fined the Company 5,000 gold pesos due to a turpentine spill that occurred at the Arauco Plant on August 23, 2004.

 

11) Through Resolution No. 428 dated July 6, 2005, COREMA resolved to begin a sanction proceeding against the Valdivia Plant due to an alleged mishandling of waste disposed in the dumping site of the Valdivia Plant. The Valdivia Plant filed its response. Nevertheless, COREMA fined the Company 300 UTM (U.S.$18 thousand as of December 31, 2006) on September 5, 2005.

 

12) Through Exempt Resolution No. 689 dated November 8, 2005, COREMA commenced a process to determine whether to impose sanctions against Arauco arising from alleged noncompliance regarding sulfur dioxide emissions.

On November 23, 2005, Arauco presented its defenses before COREMA. Through Exempt Resolution No. 60 dated January 30, 2006, COREMA sanctioned the Company with a warning.

 

13) The National Customs Service fined the Company Ch$60,000,000 (U.S.$113 thousand as of December 31, 2006) for an error in classifying certain imported merchandise. The fine was paid on August 19, 2005.

 

b) Paneles Arauco S.A.

Regarding the Company’s subsidiary Paneles Arauco S.A., through Resolution No. 18 dated January 12, 2005, COREMA for the Eighth Region of Chile filed sanction proceedings against the Company regarding its panel plant located next to Nueva Aldea’s Forestry Industrial Complex. The Company has filed an appeal. Nevertheless, through Exempt Resolution No. 257 dated September 13, 2005, COREMA resolved to sanction Arauco with a warning.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

25. BOND ISSUE COSTS

Arauco amortizes costs related to the issuance of bonds on a straight-line basis over the term of the bonds.

The charges to income related to such amortizations for the years ended December 31, 2005 and 2006 were U.S.$ 2,760 thousand and U.S.$ 2,497 thousand, respectively, which amounts are reflected in the statement of income under the heading “Interest Expense” on the consolidated statements of income. The costs recorded for each year are shown below.

 

     As December 31,
    

2005

ThU.S.$

  

2006

ThU.S.$

Underwriters commission

   5,545    4,686

Stamp tax

   4,302    3,429

Repayment of bonds

   2,704    2,230

Legal advice

   1,730    1,515

Printing costs

   71    55

Risk evaluation

   48    37

Other

   266    217
         

Total bond issue costs

   14,666    12,169
         

 

26. CASH FLOW

According to regulations established in Circular No. 1312 by the Chilean Securities Commission, the following describes financing or investing activities that will require future cash flows.

 

Investment Flows

   Currency    Amount    Affected Flow

Property, plant and equipment investment

   U.S.$      4,4 million    2007

Pulp mill Investment project

   U.S.$      86,2 million    2007
   U.S.$      3,3 million    2008

Nueva Aldea (formerly named the Itata Mill) construction project

   U.S.$      18,20 million    2007

 

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AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

December 31, 2006

Amounts in thousands of U.S. dollars, except as indicated


 

27. ENVIRONMENTAL

The following current and future expenditures related to the improvement of or investment in product processes designed to protect the environment were made during the period ended December 31, 2006.

 

   

Activities of monitoring, analysis and treatments of gases and effluents. Spent: U.S.$66.5 million (U.S.$20.1 million in 2005). Estimated future cost: U.S.$50.2 million (U.S.$30.3 million in 2005).

 

   

Payment related to environmental protection as a consequence of the Nueva Aldea Project (formerly named the Itata Mill project). Spent: U.S.$8.2 million (US$21.7 million in 2005). Estimated future cost: U.S.$0.9 million. (US$3.8 million in 2005).

 

   

Payment related to the construction of ducts for the discharge of effluents in the Nueva Aldea Mill, the Valdivia Mill and the Constitución Mill. Spent: US$37.4 million. Estimated future cost: US$23.7 million.

 

   

Project to improve the evacuation of water and effluent treatment of the Paneles Mill. Spent: U.S.$3.4 million (U.S.$368 thousand in 2005). Estimated future cost: U.S.$3.2 million (U.S.$225 thousand in 2005).

The Company’s subsidiaries Forestal Celco S.A., Forestal Cholguán S.A., Bosques Arauco S.A. and Forestal Valdivia S.A. are implementing an environmental system regulated under a certification process under rule ISO 14.001. Between January 1 and December 31, 2006 these subsidiaries paid U.S.$345 thousand (U.S.$215 thousand in 2005) in relation to the system and anticipate that an additional U.S.$240 thousand (U.S.$65 thousand in 2005) will be spent.

 

28. SUBSEQUENT EVENTS

No event has occurred since December 31, 2006 and up to the filing of these financial statements that may affect significantly the financial situation of Arauco.

 

Robinson Tajmuch V.

     Matías Domeyko C.

Controller

     Chief Executive Officer

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

Summary of FY 2006 & Fourth Quarter Results

Full year review:

 

   

Arauco’s consolidated sales reached U.S.$2,850 million during 2006, an increase of 20.1% over the U.S.$2,374 million obtained in 2005. The increase in consolidated sales is the result of a strong growth in sales of pulp due to a better price scenario and higher sales volume, followed by an increase in sales of panels and sawn timber.

 

   

Arauco’s net consolidated income in 2006 reached U.S.$619 million, an increase of 41.3% compared to the U.S.$438 million obtained in 2005. This increase in consolidated net income is primarily due to an increase in operating income, an increase in foreign exchange gains and a decrease in interest expense.

 

   

Consolidated EBITDA reached US$1,123 million, an increase of 25.6% compared to the U.S.$894 million for 2005. This increase is the result of a higher operating income due to an increase in sales of our main products.

 

   

During 2006 capital expenditures were US$733 million, a decrease of 19.5% compared to the U.S.$910 million for 2005. This decrease is mainly explained by the end of construction of the Nueva Aldea Pulp Mill.

Fourth Quarter review:

 

   

Arauco’s consolidated sales reached U.S.$834 million during the last quarter of 2006, an increase of 32.2% over the U.S.$631 million obtained in the fourth quarter of 2005. The increase in consolidated sales is the result of a solid increase in sales of pulp, followed by higher sales of sawn timber and panels.

 

   

Arauco’s net consolidated income during the fourth quarter of 2006 reached US$189 million, an increase of 115.6% compared to the U.S.$88 million obtained in the same period of 2005. This increase in consolidated net income is mainly explained to an increase in consolidated sales, followed by an increase in other non operating income, and a reduction in interest expense.

 

   

During the fourth quarter of 2006 consolidated EBITDA reached US$333 million, an increase of 69.3% compared to the U.S.$197 million for the same period in 2005. This increase is mainly due to a higher operating income as a result of increase in sales of our main products.

 

   

Capital expenditures during the last quarter of 2006 were US$147 million, a decrease of 37.2% compared to the U.S.$235 million for the fourth quarter of 2005. This decrease is mainly explained by the end of construction of the Nueva Aldea Pulp Mill in August 2006.

LOGO

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Arauco revenue summary, Q4 2005 – Q4 2006

 

Arauco Quarterly Sales (U.S.$ million)

   Q4/05    Q1/06    Q2/06    Q3/06    Q4/06

Pulp Division

   241    261    289    299    409

Sawn Timber Division

   176    174    181    178    201

Panels Division

   179    168    183    179    191

Forestry Division

   15    20    19    18    19

Others

   19    18    17    14    14
                        

Total

   631    640    689    687    834
                        

 

Arauco’s consolidated sales for the fourth quarter of 2006 reached U.S.$834 million, an increase of 32.2% over the U.S.$631 million obtained in the fourth quarter of 2005 (Figure 1). The increase in consolidated sales is principally explained by the strong growth in sales of pulp, followed by an increase in sales of sawn timber and panels.

Compared to the U.S.$687 million obtained in the third quarter of 2006, consolidated sales were 21.3% higher as a result of a strong increase in sales of pulp (Figure 2).

The breakdown of sales by product of the fourth quarter is presented in Figure 3.

Pulp Division Sales

Pulp sales reached U.S.$409 million during the fourth quarter 2006, a 69.5% increase compared to the same quarter of the previous year. This growth in sales was because of a 33.8% increase in sales volume, due to the commencement of operation of the Nueva Aldea Pulp Mill, reinforced by a 26.7% increase in average prices.

Compared to the U.S.$299 million for the third quarter of 2006, pulp sales increased by 36.9%. This growth in sales was due to an increase in sales volume of 31.6% followed by higher average prices of 4.1%.

The increase in pulp prices is mainly explained by a strong demand coming from China, a decrease in market pulp supply after the closure of pulp mills in North America due to higher costs of production, and by a restriction in the supply of woodchips in North America due to the closure of sawmills as a result of the contraction in the US Housing Market.

 

FIG. 1

LOGO

FIG. 2

LOGO


Sawn Timber Division Sales

During the fourth quarter of this year, sales of sawn timber reached U.S.$201 million, an increase of 14.6% compared to the U.S.$176 million obtained during the fourth quarter of 2005. The main reason for the increase in sales of sawn timber was an increase in sales volume of 9.8% due to the improvement of the global demand for sawn timber, partially offset by a decrease in the demand of remanufactured wood products in the U.S. market. Average prices decreased 6.4% explained by a lower remanufactured wood products sold in the U.S. market.

Sawmill sales increased by 13.2% from U.S.$178 in the third quarter of 2006. This variation was principally because of an increase in sales volume of 8.9% mainly due to a higher demand coming from Asia, Middle East, Europe and Latin America. This increase was partially offset by lower average prices of 6.7% due to the contraction of the moulding market in North America.

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Panels Division Sales

During the fourth quarter of 2006, sales of panels reached US$191 million, a growth of 6.4% compared with the fourth quarter of 2005. This increase in sales is mainly due to a growth in sales volume of 5.8%, because of the consolidation of our October 2005 acquisition in Argentina (Faplac), as well as the consolidation of the operations of our Nueva Aldea plywood mill in Chile, and an increase of productivity in the Trupán Mill (MDF). Higher sales of panels are also explained by an increase in average prices of 0.5% driven by an increase in prices of MDF and PBO in the Latin-American market, partially offset by a decrease in prices of Plywood sold in North America.

Panel sales increased 6.5% in the fourth quarter of this year compared to the U.S.$179 million in the third quarter of 2006. This is mainly explained by the higher sales volume of 5.2% and an increase in average prices of 1.3%. The increase in sales is mainly explained by an increase in the demand for MDF coming from the Latin-American market.

FIG. 3

LOGO


Operating Income

Operating Income increased by 87.3% to U.S.$254 million in the fourth quarter of 2006 from the U.S.$136 million obtained in the fourth quarter of 2005. This positive impact is mainly because of a 32.2% increase in consolidated sales, explained by higher sales of pulp, due to a strong improvement in market prices as well as higher volume sales, followed by better sales of sawn timber and panels. This increase was partially offset by a 15.0% increase in cost of sales, mainly explained by an increase in sales volume of our main products (33.8% in pulp, 9.8% in sawn timber and 5.8% in panels)

Compared to the U.S.$229 million obtained in the third quarter of 2006, operating income in the fourth quarter of 2006 increased by 11.2% to U.S.$254. This increase is mainly because of an increase in consolidated sales by 21.3%, due to better prices and sales volume of pulp, partially offset by an increase in consolidated cost of sales of 27.3% principally explained by an increase sales volume of pulp, sawn timber and panels (31.6% in pulp, 8.9% in sawn timber and 5.2% in panels) and by a higher depreciation due to the start of operation of the Nueva Aldea Pulp Mill.

Net Income

Net Income for the fourth quarter of 2006 reached U.S.$189 million (Figure 4), an increase of 115.6% compared to the U.S.$88 million for the fourth quarter of the previous year. This increase is the result of higher sales of pulp, sawn timber and panels, an increase of 153.9% in other non operating income and a reduction of 4.4% in interest expense.

Compared to the U.S.$163 million obtained in the third quarter of 2006, Consolidated Net Income increased by 16.1% (Figure 5). This increase in consolidated net income is mainly explained by an increase in consolidated sales of 21.3% and an increase in other non operating income of 169.1%.

 

FIG. 4

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FIG. 5

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

EBITDA

Consolidated fourth quarter of 2006 EBITDA reached U.S.$333 million, an increase of 69.3% compared to the U.S.$197 million for the same period of 2005 (Figure 6). This increase in consolidated EBITDA is principally due to a growth in operating income of 87.3%. The main contributions for this increase in EBITDA came from the Pulp division which grew 169.8%, followed by the Panel division with a growth of 51.1% and by the sawn timber division with an increase of 52.5%. This increase in consolidated EBITDA was partially offset by a decrease in forestry EBITDA due to lower operating income.

Consolidated EBITDA for this quarter was 16.9% higher than the U.S.$285 million EBITDA for the previous quarter (Figure 7). The explanation for this positive effect was an increase of 11.2% in operating income, mainly because of higher sales volume and market prices of pulp which were 31.6% and 4.1% higher than the previous quarter. The pulp division was the main contributor to the increase in consolidated EBITDA when compared to the previous quarter, with a growth in EBITDA of 39.1% followed by the panel division with an increase of 6.9%. This positive effect was partially offset by a decrease in sawn timber EBITDA of 23.8%, due to a decrease in operating income, explained by a decrease in prices of remanufactured wood products, a lower yield due to a change in the mix of products and the allocation of software expenses in the last quarter.

 

FIG. 6

LOGO

FIG. 7

LOGO


 

Production

Compared to the fourth quarter of 2005, production volume during the last quarter of 2006 increased 30.7% in pulp, 6.8% in panels, and decreased 4.1% in sawn timber. (Figure 8).

The increase in pulp production is mainly explained by the commencement of operation of the Nueva Aldea Pulp Mill.

Panel production increased principally due to the consolidation of operations of our October 2005 acquisition of the Faplac Mill (PBO) in Argentina.

The decrease in sawn timber division was mainly due to a decrease in the production of wood mouldings due to the contraction of the U.S Housing Market.

Compared to the previous quarter, production increased 19.0% in pulp, and decreased 12.3% and 1.0% in sawn timber and panels respectively. The higher pulp production during this quarter is explained by the commencement of operation of the Nueva Aldea Pulp Mill.

The decrease in sawn timber production was mainly because of a decrease in the production of wood mouldings due to the contraction of the U.S Housing Market and a lower yield due to the change in the mix of products manufactured.

 

FIG. 8

LOGO


 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

CONSOLIDATED BALANCE SHEET ANALYSIS

Assets

Current assets reached U.S.$ 1,619.8 million as of December 31, 2006, a 6.2% increase compared to the fourth quarter of 2005, as a result of an increase in Account Receivables and in Inventories, partially offset by a decrease in Marketable Securities.

Compared to the U.S.$ 1,429.1 million for the third quarter of 2006, current assets increased 13.3%. This positive effect on current assets is mainly explained by an increase in Account Receivables and in Marketable Securities.

Fixed assets reached U.S.$6,111.9 million as of December 31, 2006, a 11.3% increase compared to the fourth quarter of 2005. This increase in fixed assets was the result of an increase in Forest, mainly because of the forestry assets acquired in June to CBB S.A., and in Property, Plant and Equipment due to the construction of the Nueva Aldea Pulp Mill.

Fixed assets also increased 6.4% compared to the third quarter of 2006. This is mainly explained by an increase in Forest due to the Forestry valuation that is adjusted every December, and to the ongoing constructions of the Nueva Aldea Pipeline and the second line of the Nueva Aldea Plywood Mill.

 

FINANCIAL DEBT               

US$ million

  

Q4

2005

  

Q3

2006

  

Q4

2006

Short term Debt

   113,4    40,2    203,5

Short-term portion of long-term debt

   104,1    172,9    272,5

Long term financial debt

   2.179,6    2.098,0    1.947,3
              

TOTAL FINANCIAL DEBT

   2.397,0    2.311,0    2.423,2
              

Cash & equivalents

   338,5    168,2    184,3
              

NET FINANCIAL DEBT

   2.058,5    2.142,9    2.238,9
              

FIG. 9

LOGO

Note: The Long Term Amortization Schedule does not include short-term pre-export and forfeiting financing.

 

Liabilities

Total Current Liabilities reached U.S.$824.9 million during the fourth quarter of 2006, an increase of 67.5% compared to the U.S.$492.5 million for the fourth quarter of 2005. This increase is mainly because of the movement to Current portion of bonds payable of U.S.$100 million of the Yankee Bond due in December of 2007 and by a pre-export financing of U.S.$90 million.

Compared to the U.S.$527.4 million in the third quarter of 2006, current liabilities increased 56.4%.

Long term liabilities reached U.S.$2,145.8 million at the end of the fourth quarter, a decrease of 8.2% compared to the U.S.$2,338.3 million for the fourth quarter of 2005, because of a decrease in Long-term Bonds due to the movement to Current portion of bonds payable of U.S.$100 million of the Yankee Bond due in December of 2007, as well as a decrease in Long-term Bank Borrowings as a result of the movement to Current portion of long-term Bank Borrowings of U.S.$100 million of the APSA notes.

Compared to the previous quarter, Long term liabilities decreased 5.9%.


Shareholders Equity

Arauco’s shareholders equity grew 13.7% from U.S.$4.2 billion at the end of the fourth quarter of 2005 to U.S.$4.8 billion for the fourth quarter of 2006. This increase is the result of an increase in Retained Earnings and Forestry Reserve.

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

Main Financial Ratios of Arauco:

 

FINANCIAL RATIOS    Q4/05     Q3/06     Q4/06  

Profitability

      

Gross margin

   42,5 %   52,3 %   50,0 %

Operating margin

   21,5 %   33,3 %   30,5 %

EBITDA margin

   31,2 %   41,4 %   39,9 %

ROA (EBIT / Average Total Assets)

   7,8 %   12,7 %   13,5 %

ROCE (EBIT (1 - tax rate) / Average Total Capitalization)

   6,9 %   11,0 %   11,9 %

ROE (Net Income / Average Equity)

   8,4 %   14,8 %   16,3 %

Leverage

      

Interest Coverage Ratio (EBITDA / Net Interest)

   7,5x     10,5x     11,9x  

Interest Coverage Ratio (EBITDA / Gross Interest)

   5,6x     8,4x     9,9x  

Average Net Financial Debt / EBITDA

   2,5x     1,9x     1,6x  

Total financial debt / Total Capitalization

   36,1 %   34,2 %   33,4 %

Net financial debt / Total Capitalization

   31,0 %   31,8 %   30,9 %

Total financial debt / Equity

   56,4 %   52,1 %   50,2 %

Net financial debt / Equity

   48,4 %   48,3 %   46,3 %

 

Key Exchange Rates for the U.S. Dollar (closing rate)    Q4/05    Q1/06    Q2/06    Q3/06    Q4/06

One U.S. Dollar is

              

CLP

   512,5    526,2    539,4    537,0    532,4

ARS

   3,030    3,081    3,086    3,104    3,061

BRL

   2,336    2,164    2,165    2,169    2,136

EUR

   1,185    1,212    1,279    1,267    1,320

LOGO

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

Subsequent Events

In January, 2007, the Corema of the Tenth Region postponed the deadline to present the environmental impact study of the Valdivia Mill Pipeline.

In December 2006, Arauco requested a permission from the authorities to postpone the presentation of the environmental impact study of the Valdivia Mill Pipeline, for the discharge of effluents into a different body other than the Cruces River. In January 2007, the authority approved the postponement of the presentation of the study for two years.

At the same time, the company is committed to keep working actively in the preservation of the Carlos Anwanter Wetland.

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

 

US$ Million

   FY 2006    FY 2005

Net Sales

   2.849,7    2.373,6

Cost of sales

   -1.434,1    -1.219,8

Gross profit

   1.415,6    1.153,8

Selling and adminitrative expenses

   -550,2    -486,7

Operating income

   865,3    667,0

Interest Income

   27,0    31,5

Income on investments in related companies

   8,5    7,2

Other non operating income

   14,6    9,9

Loss on investments in related companies

   0,0    0,0

Goodwill Amortization

   -2,8    -3,4

Interest expense

   -139,4    -150,4

Other non operating expenses

   -17,4    -16,5

Price-level restatement

   0,5    0,8

Foreign exchange gains (losses)

   8,0    -5,7
         

Non-operating income

   -101,1    -126,6
         

Income before taxes and extraordinary items

   764,2    540,4

Income taxes

   -149,4    -107,4

Extraordinary Items

   0,0    0,0

Income before minority interest and negative goodwill amortization

   614,8    432,9

Minority interest

   0,1    -0,1

Net income after minority interest

   614,9    432,9

Negative goodwill amortization

   4,6    5,4
         

Net income for the period

   619,4    438,3
         

For more details on the Financial Statements, please refer to www.svs.cl or www.arauco.cl

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

 

US$ Million

   FY 2006    FY 2005

Cash & cash equivalents

   184,3    338,5

Account receivables

   546,7    365,3

Inventories

   634,5    609,1

Other current assets

   254,3    212,0
         

Total Current Assets

   1.619,8    1.525,0
         

Forest

   2.564,2    2.221,3

Property, plant and Equipment

   4.565,7    4.325,1

Other Fixed Assets

   1.252,4    1.020,6

Depreciation

   -2.270,5    -2.076,2

Total Fixed Assets

   6.111,9    5.490,9
         

Total Other Assets

   83,3    77,0
         

TOTAL ASSETS

   7.815,0    7.092,9
         

Short-term debt

   476,0    217,5

Accounts payable

   199,0    168,9

Other current liabilities

   149,9    106,2

Total Current Liabilities

   824,9    492,5
         

Long-term bank borrowings

   364,8    497,1

Long-term bonds

   1.582,5    1.682,5

Other long term liabilities

   198,5    158,8

Total Long Term Liabilities

   2.145,8    2.338,3
         

Minority Interest

   12,7    12,9
         

Total Shareholder’s Equity

   4.831,6    4.249,1
         

TOTAL LIABILITES & SHAREHOLDER`S EQUITY

   7.815,0    7.092,9
         

For more details on the Financial Statements, please refer to www.svs.cl or www.arauco.cl

 

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LOGO Interim Review | Q4 Results   February 28th,
  2007

 

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

 

US$ Million

   FY 2006    FY 2005

Net income (loss) for the period

   619,4    438,3

Results on sales of assets

   -0,8    -0,6

Depreciation

   185,4    165,1

Charges (credits) to income not affecting cash flow

   59,2    61,7

Changes in assets, affecting cash flow

   -295,0    -245,4

Changes in liabilities, affecting cash flow

   203,9    382,3

Profit (loss) of minority interest

   -0,1    0,1

Net cash provided by (used in) operating activities

   772,0    801,4
         

Debt issuance

   713,5    710,8

Debt repayment

   -690,4    -445,1

Dividends Paid

   -194,7    -207,7

Others

   0,0    -3,4

Net cash provided by (used in) financing activities

   -171,7    54,6
         

Capital Expenditures

   -732,9    -910,4

Other investment cash flow

   -31,8    47,7

Net cash provided by (used in) investing activities

   -764,7    -862,8
         

Total positive (negative) cash flow of the period

   -164,4    -6,8
         

Effect of inflation on cash and cash equivalents

   10,2    -11,3

Net increase (decrease) in cash and cash equivalents

   -154,2    -18,1

Cash and cash equivalents at beginning of the period

   338,5    356,6

Cash and cash equivalents at end of the period

   184,3    338,5
         

For more details on the Financial Statements, please refer to www.svs.cl or www.arauco.cl

DISCLAIMER

Figures for the Arauco’s operations in Chile and its consolidated international operations were prepared in accordance with Chilean generally accepted accounting principles (Chilean GAAP).

This news release may contain forward-looking statements concerning Arauco’s future performance and should be considered as good faith estimates by Arauco. These forward-looking statements reflect management’s expectations and are based upon currently available data. Actual results are subject to future events and uncertainties, many of which are outside Arauco’s control, which could materially impact Arauco’s actual performance. Readers are referred to the documents filed by Arauco with the United States Securities and Exchange Commission, specifically the most recent filing on Form 20-F which identifies important risk factors that could cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements are based on information available to Arauco on the date hereof, and the Arauco assumes no obligation to update such statements.

References herein to “U.S.$” are to United States dollars.

Discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

 

Contact:     
Felipe Hartwig    Maria José Ibaceta
felipe.hartwig@arauco.cl    mariajose.ibaceta@arauco.cl
Phone: (56-2) 461 7494    Phone: (56-2) 461 7283

Fax: (56-2) 461 75 41

www.arauco.cl

  

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Celulosa Arauco y Constitución, S.A.
    (Registrant)
Date:   March 16, 2007   By:  

/s/ MATIAS DOMEYKO C.

    Name:   Matías Domeyko Cassel
    Title:   Chief Executive Officer