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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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, 2006

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 þ    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 þ

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

 

Item         Page
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, 2005

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, 2004 and 2005 are as follows:

 

    

2004

ThU.S.$

  

2005

ThU.S.$

Assets

     

Current assets

   1,401,502    1,463,562

Property, plant and equipment

   4,785,352    5,490,879

Other assets

   109,318    77,012
         

Total assets

   6,296,172    7,031,453
         
     2004
ThU.S.$
   2005
ThU.S.$

Liabilities and Shareholders’ Equity

     

Current liabilities

   425,955    431,108

Long-term liabilities

   1,860,317    2,338,343

Minority interest

   6,847    12,900

Shareholders’ equity

   4,003,053    4,249,102
         

Total liabilities and shareholders’ equity

   6,296,172    7,031,453
         

Total assets increased by 11.7%, or U.S.$735 million, from December 31, 2004 to December 31, 2005. This increase is mainly attributable to an increase in property, plant and equipment.

Total liabilities increased by U.S.$483 million from December 31, 2004 to December 31, 2005. This increase is mainly attributable to an increase in net long-term bank borrowings of U.S.$164 million and an increase of U.S.$226 million in bonds.

 

1


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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:

 

      12/31/2004    12/31/2005

Liquidity ratios

     

Current ratio

   3.29    3.39

Acid ratio

   2.03    1.88

The increase in the current ratio from 2004 to 2005 is primarily attributable to a decrease in current liabilities for payments related to the bond obligations’ short-term maturity.

The increase in the current acid ratio from 2004 to 2005 is attributable to an increase in inventory and prepaid expenses.

 

      12/31/2004    12/31/2005

Debt indicators

     

Debt to equity ratio

   0.57    0.65

Short-term debt to total debt

   0.19    0.16

Long-term debt to total debt

   0.81    0.84

Financial expenses covered

   6.89    4.63

The debt ratio was at 0.57 and 0.65 in December 31, 2004 and December 31, 2005, respectively.

Current liabilities went from 19% of total liabilities at the end of December 31, 2004 to 16% of total liabilities at the end of December 31, 2005, due to the payment of the short-term bond debt.

The ratio of financial expenses covered decreased from 6.89 points to 4.63 points in 2005. The decrease is attributable to an increase in financial expenses in 2005 and a lower net income in 2005.

 

      12/31/2004    12/31/2005

Operational ratios

     

Inventory turnover

   1.88    2.19

Inventory turnover (excluding forests)

   3.41    3.79

Inventory permanence (days)

   191.97    164.72

Inventory permanence (excluding forests)

   105.52    95.05

The ratio of inventory turnover increased from 1.88 to 2.19 points. The increase is primarily attributable to an increase in sales volume in 2005 in relation to the previous year. For this reason, the inventory permanence ratio decreased in 2005.

 

2


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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:

 

     12/31/2004
ThU.S.$
   12/31/2005
ThU.S.$

Operating income

     

Pulp

   1,006,382    991,412

Sawn timber, cut wood, plywood and fiber panels

   986,322    1,237,288

Forestry products

   61,685    88,478

Other

   20,663    56,411
         

Total operating income

   2,075,052    2,373,589
         
     12/31/2004
ThU.S.$
   12/31/2005
ThU.S.$

Operating costs

     

Timber

   222,208    310,712

Forestry work

   168,630    199,307

Depreciation

   126,000    158,569

Other costs

   367,021    551,242
         

Total operating costs

   883,859    1,219,830
         

Analysis of Operating Income

Operating income includes net income of U.S.$667 million in 2005 compared to U.S.$806 million in 2004, a decrease of U.S.$139 million, primarily due to an increase in administration and sales expenses, principally for shipping and freight expenses.

Analysis of Non-Operating Loss

There was a non-operating loss of U.S.$84 million during 2004, compared to a non-operating loss of U.S.$126 million in 2005. The change was primarily caused by an increase in non-operating loss as described in the following table:

 

Item

   Million U.S.$  

Financial Incomes

   5  

Exchange rate

   (21 )

Financial expenses

   (27 )

Others

   1  
      

Increase non-operating loss

   (42 )
      

The financial expenses were primarily attributable to the increase in bank obligations and public liabilities for bond issues.

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

 

3


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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


2. ANALYSIS OF FINANCIAL POSITION, continued

 

     12/31/2004    12/31/2005

Profitability ratios

     

Equity yield

   15.50    10.62

Asset performance ratio

   9.78    6.58

Operating asset ratio

   13.59    10.15

Income per share (U.S.$)

   5.22    3.87

EBITDA *

   981,155    859,181

Income after tax (ThU.S.$)

   585,271    432,935

 

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

 

Operational income ThU.S.$

   806,489     667,014  

Financial expenses ThU.S.$

   (123,453 )   (150,372 )

Non-operating expenses ThU.S.$

   (84,471 )   (126,642 )

 

3. MARKET SITUATION

Pulp

The world market for pulp continues without major changes in its activity levels and without significant changes in prices. The European paper market, the main pulp consumer in the world market, continues to experience difficulties due to the greater supply than demand with respect to some types of paper.

A moderate increase in pulp prices has been observed during the months of January and February 2006, due to more local activity in Asia and some pulp production problems in the area.

During 2005, Arauco permanently shutdown some high-cost production plants in North America which has led to an increase in demand on the plants that have recently started to operate.

Arauco’s competition in the long fiber world market is predominately concentrated in Canada, the United States, Sweeden and Finland, and for short fiber, in Brazil and Indonesia.

Arauco has an approximately four percent share in the global market for bleached pulp of long and short fiber.

 

4


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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


 

3. MARKET SITUATION, continued

Wood

In 2005, there was an improvement in the market for sawn timber.

The outlook for 2006 is positive, due to expectations of growth in the timber market.

During 2005, sales were positive in Mexico and the Middle East. Sales remained the stable in Asia and the United States. In the domestic market, however, sales and prices in U.S. dollars have increased due to the appreciation of the peso.

Increased supply and in the inventory of distributors affected the moldings market in the United States during 2005, which caused prices to decrease. Prices began to increase by the end of 2005 due to the exit of certain Chilean and Brazilian producers from the market. The outlook for 2006 is better, given an improved balance between supply and demand.

Aditionally, the reduction in maritime fleets will have a positive impact on our export returns.

Panels

The demand in the world market for panels has caused the Company to steadily increase its production capacity, which reached to more than two million cubic meters in 2005. This increase was aided by the acquisition of the assets owned by Louis Dreyfus in Argentina and Brazil, the results of which were first noticed beginning in November and March, respectively.

Currently, Arauco manages four product lines: processed sawn-wood panels under the Arauco Ply brand, MDF under the Trupán brand, HB under the Cholguán brand and compressed wood under the Faplac brand. The four product lines are marketed in over forty-one countries in Europe, Asia, Oceania, North America and Latin America.

During 2005 the new Nueva Aldea plant was launched. The plant, which is located in the Nueva Aldea forest-industrial complex owned by Arauco in the Eighth Region of Chile, represented a U.S. $50 million investment. The Board of Directors approved the increase of sawn timber production capacity to 450,000 cubic meters per year. This investment will be completed by the last quarter of 2007. The investment will place Arauco among the key players in the world sawn timber market, with production exceeding 800,000 cubic meters per year.

 

5


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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


3. MARKET SITUATION, continued

 

We have developed our principal sawn timber markets in the United States, Mexico, Chile and Europe. Prices in 2005 were lower than in 2004, but higher than they have been historically. It is estimated that prices will decrease slightly during 2006 because of the correlation between home construction in the United States and demand, which also affects Mexico given the size of the market.

Prices of MDF increased slightly during 2005 and it is expected that the demand for this product will increase during 2006 in our main markets, which are Chile, Brazil, Argentina, the United States, Mexico and other Latin American countries.

Prices of compressed wood also increased slightly during 2005. Brazil, Argentina and Chile, our principal markets, have a slightly better consumption outlook for 2006.

The North American market in MDF moldings has experienced a high demand, which is consistent with our increases in capacity. Prices decreased strongly in 2005 as compared to 2004, but they are now slightly higher than historical prices.

Nueva Aldea Project (formerly known as Itata)

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 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 a projected opening in mid-2006.

 

6


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

December 31, 2005

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


 

4. ANALYSIS OF CASH FLOW

 

     12/31/2004
ThU.S.$
   

12/31/2005

ThU.S.$

 

Operating cash flow

   716,058     801,424  

Cash flow from financing activities

   (127,601 )   54,564  

Cash flow from investment activities

   (787,841 )   (862,755 )
            

Net cash flow for the period

   (199,384 )   (6,767 )
            

The increase in operating cash flow to U.S.$801 million in 2005 from U.S.$716 million in 2004 was due to an increase in trade accounts receivable and a higher value added tax export reimbursement, partially offset by an increase in payments to suppliers and interest and income taxes paid.

The net positive cash flow from financing activities of U.S.$55 million was due to a net increase in bond obligations in 2005.

The variation in cash flow from investment activities is largely due to the impact of an increase in investments in related companies in 2005, particularly due to acquisitions from Louis Dreyfus S.A. in Argentina and Brazil.

 

5. MARKET RISK ANALYSIS

In respect of the economic risks resulting from interest rate variations, the Company maintains, as of December 31, 2005, a relation between fixed rate debts and total consolidated debt of approximately 75.29%, 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.

 

7


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

December 31, 2005

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


 

     At December 31,  
    

2004

ThU.S.$

   

2005

ThU.S.$

 

ASSETS

    

CURRENT ASSETS :

    

Cash

   10,491     24,265  

Time deposits

   43,795     32,276  

Marketable securities (note 3)

   332,126     280,276  

Trade accounts receivable (note 4)

   346,976     303,885  

Notes receivable

   8,088     6,491  

Other receivables

   25,122     42,791  

Notes and accounts receivable from related parties (note 18)

   4,062     2,202  

Inventories (note 5)

   507,150     609,126  

Recoverable taxes

   44,321     66,064  

Prepaid expenses

   30,456     44,405  

Deferred tax assets (note 15)

   1,291     1,681  

Other current assets

   47,624     50,100  
            

Total current assets

   1,401,502     1,463,562  
            

PROPERTY, PLANT AND EQUIPMENT: (note 6)

    

Land

   390,389     460,476  

Forests

   2,122,267     2,221,263  

Buildings and other infrastructure

   1,703,764     1,852,728  

Machinery and equipment

   1,725,647     2,011,943  

Other

   661,087     951,868  

Technical revaluation

   68,769     68,769  

Less: Accumulated depreciation

   (1,886,571 )   (2,076,168 )
            

Net property, plant and equipment

   4,785,352     5,490,879  
            

OTHER NON-CURRENT ASSETS:

    

Investments in related companies (note 7)

   55,996     81,955  

Investments in other companies

   218     254  

Goodwill (note 8)

   8,753     6,251  

Negative goodwill (note 8)

   (949 )   (72,341 )

Long-term receivables

   12,005     18,684  

Intangibles

   659     743  

Amortization

   (268 )   (339 )

Other (note 9)

   32,904     41,805  
            

Total other non-current assets

   109,318     77,012  
            

Total assets

   6,296,172     7,031,453  
            

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

 

8


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets, continued

December 31, 2005

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


 

     At December 31,  
     2004     2005  
     ThU.S.$     ThU.S.$  

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current bank borrowings (note 10)

   —       51,945  

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

   2,733     69,629  

Current portion of bonds (note 12)

   208,640     34,468  

Current portion of other long term liabilities

   476     511  

Dividends payable

   1,524     1,660  

Trade accounts payable

   120,819     168,875  

Notes payable

   —       5,438  

Sundry accounts payable

   5,126     9,689  

Notes and accounts payable to related companies (note 18)

   822     3,452  

Accrued liabilities (note 13)

   37,587     60,973  

Withholding taxes

   8,268     16,658  

Income tax payable

   38,455     3,358  

Deferred income

   888     3,774  

Other current liabilities

   617     678  
            

Total current liabilities

   425,955     431,108  
            

LONG-TERM LIABILITIES:

    

Long-term bank borrowings (note 14)

   451,606     497,078  

Bonds (note 12)

   1,282,500     1,682,500  

Sundry accounts payable

   5,927     5,099  

Accrued liabilities

   16,801     24,745  

Deferred tax liabilities (note 15)

   98,216     91,924  

Other long-term liabilities

   5,267     36,997  
            

Total long-term liabilities

   1,860,317     2,338,343  
            

Minority interest (note 23)

   6,847     12,900  
            

SHAREHOLDERS’ EQUITY: (note 20)

    

Paid-up in capital

   347,551     347,551  

Share premium

   5,625     5,625  

Forestry and other reserves

   1,459,746     1,475,904  

Retained earnings

   1,686,520     2,051,069  

Provisory dividends

   (86,833 )   (69,343 )

Net income for the year

   590,444     438,296  
            

Total shareholders’ equity

   4,003,053     4,249,102  
            

Total liabilities and shareholders’ equity

   6,296,172     7,031,453  
            

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 Consolidated Statements of Income

December 31, 2005

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


 

     At December 31,  
     2004     2005  
     ThU.S.$     ThU.S.$  

OPERATING INCOME:

    

Sales revenue

   2,075,052     2,373,589  

Cost of sales

   (883,859 )   (1,219,830 )

Gross profit

   1,191,193     1,153,759  

Administration and selling expenses

   (384,704 )   (486,745 )
            

Operating income

   806,489     667,014  
            

NON-OPERATING INCOME:

    

Interest earned

   26,275     31,484  

Share of net income of related companies (note 7)

   6,473     7,207  

Other non-operating income (note 21)

   8,798     9,889  

Amortization of goodwill (note 8)

   (3,519 )   (3,399 )

Interest expenses

   (123,453 )   (150,372 )

Other non-operating expenses (note 22)

   (15,061 )   (16,503 )

Price-level restatement (note 1)

   347     775  

Foreign currency exchange rate (note 1)

   15,669     (5,723 )
            

Non-operating loss

   (84,471 )   (126,642 )
            

Income before taxes, minority interest and amortization of negative goodwill

   722,018     540,372  

Income taxes (note 15)

   (136,747 )   (107,437 )

Income before minority interest and amortization of negative goodwill

   585,271     432,935  

Minority interest (note 23)

   (321 )   (72 )

Income before amortization of negative goodwill

   584,950     432,863  

Amortization of negative goodwill (note 8)

   5,494     5,433  
            

Net income

   590,444     438,296  
            

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, 2005

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


 

     At December 31,  
     2004     2005  
     ThU.S.$     ThU.S.$  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   590,444     438,296  

Loss (Profit) on sale of assets

    

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

   2,206     (590 )

Items affecting income not involving the movement of cash:

    

Depreciation

   132,486     165,110  

Amortization of intangibles

   33     37  

Write-offs and provisions

   1,247     2,190  

Profit from investments accounted for under the equity method

   (6,473 )   (7,207 )

Amortization of goodwill

   3,519     3,399  

Amortization of negative goodwill

   (5,494 )   (5,433 )

Net price level restatement

   (347 )   (775 )

Foreign currency exchange rate

   (15,669 )   5,723  

Others

   32,690     63,760  

Decrease (Increase) in current assets:

    

Clients and debtors

   (122,312 )   (127,868 )

Inventory

   (71,157 )   (81,296 )

Other current assets

   3,483     (36,276 )

Increase (Decrease) in current liabilities:

    

Suppliers and creditors

   31,338     273,171  

Interest payable

   20,417     (4,689 )

Provision for income taxes

   70,661     4,068  

Other current liabilities

   48,986     109,804  
            

Net cash flows from operating activities

   716,058     801,424  
            

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, 2005

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


 

     At December 31,  
     2004     2005  
     ThU.S.$     ThU.S.$  

CASH FLOWS FROM FINANCING ACTIVITIES

    

Loans from financial institutions

   307,697     310,815  

Bonds issue

   —       400,000  

Loans paid

   (259,869 )   (270,135 )

Bonds paid

   —       (175,000 )

Dividends paid

   (175,387 )   (207,724 )

Other

   (42 )   (3,392 )
            

Net cash flow from financing activities

   (127,601 )   54,564  
            

CASH FLOWS FROM INVESTING ACTIVITIES

    

Sales of property, plant and equipment

   2,860     1,893  

Purchase of property, plant and equipment

   (728,769 )   (665,986 )

Permanent investments

   (6,691 )   (244,428 )

Capitalized interest paid

   (14,688 )   (18,769 )

Sales of other investments

   2     40,000  

Purchase of other investments

   (40,000 )   —    

Other investments

   (555 )   24,535  
            

Net cash flow from investment activities

   (787,841 )   (862,755 )
            

Net cash flows from operating, investing and financing activities

   (199,384 )   (6,767 )

Effect of inflation

   5,927     (11,331 )

Net decrease in cash and cash equivalents

   (193,457 )   (18,098 )

Initial balance of cash and cash equivalents

   550,066     356,609  
            

FINAL BALANCE OF CASH AND CASH EQUIVALENTS

   356,609     338,511  
            

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004 and 2005 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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2005

  

Total

as of December 31,
2004

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 Do Brasil Ltda. (Brazil)

   —      —      —      99.99

Arauco Ecuador S.A. (Ecuador)

   0.10    99.89    99.99    99.99

Arauco Europe S.A. (Switzerland)

   0.01    99.97    99.98    99.98

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

   —      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)

   0.17    99.82    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    —  

Controladora de Plagas Forestales S.A.

   —      51.40    51.40    51.09

Ecoboard S.A. (Argentina)

   —      99.99    99.99    —  

Ecoresin S.A. (Argentina)

   —      99.99    99.99    —  

Faplac S.A. (Argentina)

   —      99.99    99.99    —  

Flooring S.A. (Argentina)

   —      60.00    60.00    —  

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

   14.20    85.79    99.99    99.99

Forestal Arauco Guatemala S.A. (Guatemala)

   0.21    99.78    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    —  

Forestal Cono Sur S.A. (Uruguay)

   —      99.99    99.99    99.99

Forestal Los Lagos S.A.

   —      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

Molduras Trupán S.A.

   1.00    98.99    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    —  

Servicios Logísticos Arauco S.A.

   45.00    54.99    99.99    99.99

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

 

14


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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.

 

15


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004

   116.84    2.4 %

December 31, 2005

   121.12    3.7 %

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

 

     Index   

Change from
previous

November 30,

 

November 30, 2004

   117.28    2.5 %

November 30, 2005

   121.53    3.6 %

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, 2004

   17,317.05

December 31, 2005

   17,974.81

 

  (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.

 

16


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
     2004
U.S.$ 1
   2005
U.S.$ 1

Chilean peso (Ch$)

   557.40    512.50

Euro

   0.73    0.85

Argentine peso (Ar$)

   2.97    3.02

Brazilean real (R$)

   2.65    2.34

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,  
     2004 ThU.S.$
Credit (Charge)
    2005 ThU.S.$
Credit (Charge)
 

Assets, liabilities and equity restated by CPI

    

Shareholders’ equity of subsidiaries in Chilean pesos

   (653 )   (856 )

Property, plant and equipment, net

   509     263  

Inventories

   273     620  

Other assets and liabilities, net

   292     262  
            

Net effect on income

   421     289  
            

Price-level restatement of income statement accounts

   (74 )   486  
            

Credit (charge) to income by CPI

   347     775  
            

 

17


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,  
     2004 ThU.S.$
Credit (Charge)
    2005 ThU.S.$
Credit (Charge)
 

Assets restated by foreign currency

    

Trade accounts receivable

   2,095     2,944  

Other assets

   17,691     8,965  

Liabilities restated by foreign currency

    

Bank borrowings

   —       (4,349 )

Trade accounts payable

   (5,029 )   (6,413 )

Dividends payable

   2 530     1,274  

Other liabilities

   (1618 )   (8,144 )
            

Net effect on income from foreign currency

   15,669     (5,723 )
            

 

(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.

 

18


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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.

 

19


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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.

 

20


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

(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%.

 

(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.$1,968 thousand and U.S.$ 3,382 thousand for the year ended December 31, 2004 and 2005, 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.

 

21


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

(y) 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 30, 2005 and 2004, 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, 2005, the Company’s investments in Argentina represented 9.3% of its consolidated assets, compared to 10.8 as of December 31, 2004.

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Mutual fund units

   332,126    280,276
         

Total marketable securities

   332,126    280,276
         

 

4. TRADE ACCOUNTS RECEIVABLE

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

 

     As of December 31,  
    

2004

ThU.S.$

   

2005

ThU.S.$

 

Trade accounts receivable

   355,759     312,360  

Allowance for doubtful accounts

   (8,783 )   (8,475 )
            

Total trade accounts receivable

   346,976     303,885  
            

As of December 31, 2004 and 2005, 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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Finished goods (pulp)

   37,552    32,691

Finished goods (timber and panels)

   124,712    164,590

Finished goods on consignment (pulp)

   28,118    30,385

Work in progress

   7,370    12,469

Sawlogs, pulpwood and chips

   18,163    36,528

Raw material

   50,299    65,403

Forests under exploitation

   225,197    246,929

Pending imports

   1,274    1,162

Other

   14,465    18,969
         

Total inventories

   507,150    609,126
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Buildings and other infrastructure

   2,608    2,496

Machinery and equipment

   275    240
         

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

   2,883    2,736
         

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

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Depreciation of:

     

Property, plant and equipment (excluding land and forests)

   131,956    164,963

Technical revaluation

   530    147
         

Total

   132,486    165,110
         

Accumulated depreciation was as follows:

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Accumulated depreciation of:

     

Property, plant and equipment (excluding land and forests)

   1,821,614    2,011,064

Technical revaluation

   64,957    65,104
         

Total

   1,886,571    2,076,168
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Cost of forests

   715,023    805,825

Commercial valuation increment

   1,407,244    1,415,438
         

Total

   2,122,267    2,221,263
         

 

7. INVESTMENTS IN RELATED COMPANIES

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.$ 0.9 million 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.S. 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.

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.

During 2004, Arauco made the following investment in related companies:

On January 5, 2004, the subsidiary Forestal Celco S.A. acquired 149,999,999 shares and the subsidiary Forestal Arauco S.A. acquired one share of Forestal Celsur S.A. for U.S.$ 6.7 million. In December 2004, Forestal Celco S.A. and Forestal Celsur S.A. were merged.

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

7. INVESTMENTS IN RELATED COMPANIES, continued

Received dividends

On December 31, 2005, Arauco received dividends of U.S.$1,545 thousand (U.S.$1,098 thousand in 2004) from the company Puerto de Lirquén S.A. and U.S.$301 thousand (U.S.$301 thousand in 2004) from the company Inversiones Puerto Coronel S.A.

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
    

2004

%

  

2005

%

  

2004

ThU.S.$

  

2005

ThU.S.$

  

2004

ThU.S.$

  

2005

ThU.S.$

Puerto de Lirquén S.A.

   20.14    20.14    20,920    24,290    2,267    2,457

Inversiones Puerto Coronel S.A.

   50.00    50.00    9,745    11,084    1,971    1,632

Servicios Corporativos Sercor S.A.

   20.00    20.00    630    969    130    260

Eka Chile S.A.

   50.00    50.00    24,701    28,305    2,105    601

Dynea Brasil S.A.

   0.00    50.00    —      17,307    —      2,257
                         

Total

         55,996    81,955    6,473    7,207
                         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
     2004    2005
    

Amortization

for the

year

ThU.S.$

  

Balance

of

negative

goodwill

ThU.S.$

  

Amortization

for the

year

ThU.S.$

  

Balance

of

negative

goodwill

ThU.S.$

Alto Paraná S.A.

   343    —      —      —  

Licancel S.A.

   680    —      —      —  

Forestal Cholguán S.A.

   4,422    932    931    1

Maderas Prensadas Cholguán S.A.

   49    17    17    —  

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

   —      —      4,485    60,682

Ecoresin S.A. (*)

   —      —      —      7,415

Ecoboard S.A. (*)

   —      —      —      4,243
                   

Total negative goodwill

   5,494    949    5,433    72,341
                   

 

(*) 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.

 

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

 

     As of December 31,
     2004    2005
    

Amortization
for the

year

ThU.S.$

  

Balance

of

goodwill

ThU.S.$

  

Amortization
for the

year

ThU.S.$

  

Balance

of

goodwill

ThU.S.$

Forestal El Aguaray S.A.

   12    —      —      —  

Paneles Arauco S.A.

   786    590    590    —  

Eka Chile S.A.

   2,421    7,263    2,421    4,842

Southwoods-Arauco Lumber L.L.C.

   300    900    300    600

Forestal Los Lagos S.A.

   —      —      88    809
                   

Total goodwill

   3,519    8,753    3,399    6,251
                   

 

9. OTHER NON-CURRENT ASSETS

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

 

     As of December 31,
     2004    2005
     ThU.S.$    ThU.S.$

Recoverable taxes

   19,007    18,911

Bond issue expenses

   11,530    12,008

Discounts on bond issues

   1,744    3,162

Forestry roads

   —      3,273

Other

   623    4,451
         

Total other non-current assets

   32,904    41,805
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Note to the Consolidated Financial Statements

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,
     2004
ThU.S.$
   2005
ThU.S.$

Total outstanding

   —      51,945

Principal outstanding

   —      51,945

Weighted average annual interest rate

   —      4.48
         

Current bank borrowings were denominated as follows:

 

     As of December 31,
     2004
ThU.S.$
   2005
ThU.S.$

Obligations in foreign currency

   —      51,945

Obligations in local currency

   —      —  
         

Total current bank borrowings

   —      51,945
         

 

11. CURRENT LIABILITIES

 

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

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Current portion of bonds

   208,640    34,468

Current portion of other long-term liabilities

   476    511

Trade accounts payable

   120,819    168,875

Accounts and notes payable to related parties

   822    3,452

Current provisions

   37,587    60,973

Sundry accounts payable and other liabilities

   54,878    41,255
         

Total

   423,222    309,534
         

 

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

 

     As of December 31,
    

2004

%

  

2005

%

Foreign currency

   69.98    50.91

Local currency

   30.02    49.09
         

Total

   100.00    100.00
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

12. BONDS

Arauco had seven series of Yankee Bonds outstanding as of December 31, 2005.

The balances of the bonds were as follows:

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Current

     

Yankee Bonds 1st Issue

   292    292

Yankee Bonds 2nd Issue

   183,382    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
         

Total current (including accrued interest)

   208,640    34,468
         

Long-term

     

Yankee Bonds 1st Issue

   100,000    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
         

Total long-term

   1,282,500    1,682,500
         

Less total accrued interest

   33,640    34,468
         

Total principal outstanding

   1,457,500    1,682,500
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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

20 years ThU.S.$ 125,000

  

10 years

ThU.S.$ 300,000

  

10 years

ThU.S.$ 400,000

  

10 years

ThU.S.$ 300,000

  

10 years

ThU.S.$ 400,000

Authorized

Amount (outstanding)

  

12 years

ThU.S.$ 100,000

  

12 years

ThU.S.$ 100,000

20 years ThU.S.$ 125,000

  

10 years

ThU.S.$ 270,500

  

10 years

ThU.S.$ 387,000

  

10 years

ThU.S.$ 300,000

  

10 years

ThU.S.$ 400,000

Issue amount

  

12 years

ThU.S.$ 100,000

  

12 years

ThU.S.$ 100,000

20 years ThU.S.$ 125,000

  

10 years

ThU.S.$ 300,000

  

10 years

ThU.S.$ 400,000

  

10 years

ThU.S.$ 300,000

  

10 years

ThU.S.$ 400,000

Amounts Authorized

but not issued

   —      —      —      —      —      —  

Principal

Repayment

   December 2007   

12 years

September 2009

20 years

September 2017

   August 2010    September 2011    July 2013    April 2015

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 2005, the principal and interest amounts due with respect to these bonds were as follows:

 

Year

   ThU.S.$

2006(*)

   34,468

2007

   100,000

2008

   —  

2009

   100,000

2010 and thereafter

   1,482,500
    

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

13. ACCRUED LIABILITIES

 

  (a) Accrued liabilities were as follows:

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Accrual for staff vacations

   6,735    10,852

Plant maintenance accrual

   4,560    8,610

Standby letters of credit

   385    276

Accrual for contingencies

   456    1,340

Staff severance indemnities

   1,164    2,365

Selling and other transportation costs provisions

   2,118    6,720

Electrical expense provision

   5,616    5,357

Staff salary and benefits

   4,397    6,887

Forestry activity expenses

   344    1,445

Pending monthly provisional payments

   6,282    7,660

Chlorate Plant provision

   1,437    1,413

Services and fees provision

   —      2,162

Other current liabilities

   4,093    5,886
         

Total accrued liabilities

   37,587    60,973
         

 

  (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,  
    

2004

ThU.S.$

   

2005

ThU.S.$

 

Balance at beginning of year

   14,613     17,429  

Provision during the year

   2,837     4,568  

Provision with charge to assets

   498     258  

Payments during the year

   (519 )   (799 )
            

Balance as of year-end

   17,429     21,456  
            

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Shown in the balance sheet as:

     

Current

   1,164    2,365

Long-term

   16,265    19,091
         

Total

   17,429    21,456
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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:

 

         

As of December 31,

2004

  

As of December 31,

2005

Bank or financial institution

   Denomination    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.$    250,000    191    200,000    50,151

Tesoro Argentino (2)

   U.S.$    1,606    700    1,114    790

Citigroup (Revolving Facility) (3)

   U.S.$    200,000    1,842    240,000    1,853

Santander Overseas Bank Inc. (4)

   U.S.$    —      —      12,000    251

Banco Alfa

   U.S.$    —      —      —      4,002

Banco Alfa

   R$    —      —      252    88

Banco Itau

   R$    —      —      7,263    555

Banco Safra

   R$    —      —      242    103

Banco Modal

   R$    —      —      5,775    295

Banco Sampo

   U.S.$    —      —      9,820    3,300

Banco ABN

   U.S.$    —      —      1,939    1,001

Banco HSBC

   U.S.$    —      —      —      4,163

DEG

   Euro    —      —      6,738    1,944

IFC

   U.S.$    —      —      11,935    1,133
                      

Total long-term bank borrowings

      451,606    2,733    497,078    69,629
                      

The weighted average interest rates for long-term foreign currency-denominated debt for the years ended December 31, 2004 and 2005 were 5.64% and 5.49%, 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, 2004 and 2005 was 2.78% and 4.69%, 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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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004 and 2005, long-term bank borrowings, including both the current portion and interest accrued, were denominated almost exclusively in U.S. dollars.

 

  (c) Maturity of long-term bank borrowings

As of December 31, 2005, the maturities of long-term bank borrowings payable were as follows:

 

Year

   ThU.S.$

2007

   124,903

2008

   191,507

2009

   175,868

2010 and thereafter

   4,800
    

Total

   497,078
    

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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.$ 125,665 thousand and U.S.$104,793 thousand for the years ended December 31, 2004 and 2005, respectively. Furthermore, Arauco established provisions for U.S.$ 96 thousand as of December 31, 2004 and U.S.$238 thousand as of December 31, 2005, 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,  
    

2004

ThU.S.$

   

2005

ThU.S.$

 

Income tax

   (125,665 )   (104,793 )

Adjustment to prior year’s tax expense

   1,094     1,774  

Provisions estimated in accordance with Article No. 21 of the Income Tax Law in Chile

   (56 )   (238 )

Deferred income tax

   (12,187 )   (4,186 )

Tributary benefit for tributary losses

   96     659  

Amortization of complementary accounts

   (197 )   (653 )

Changes in valuation provision

   168     —    
            

Total Income Tax

   (136,747 )   (107,437 )
            

 

  (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, 2005 were as follows:

 

     Retained Earnings    Shareholders’
    

With

Credit

ThU.S.$

  

Without

Credit

ThU.S.$

  

Tax

Credit

ThU.S.$

Balance as of December 31, 2004

   210,826    3,032    42,113

Balance as of December 31, 2005

   196,693    23,590    38,527
              

Total

   407,519    26,622    80,640
              

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004 and 2005 Arauco recorded accumulated deferred taxes arising from temporary differences as follows:

 

     As of December 31, 2004  
     Deferred tax assets     Deferred tax liabilities  
     Current
ThU.S.$
    Long
term
ThU.S.$
    Current
ThU.S.$
   Long
term
ThU.S.$
 

Allowance for doubtful accounts

   2,147     149     —      —    

Deferred revenues

   2,073     3     —      —    

Accrual for staff vacations

   1,101     —       —      —    

Production costs

   —       —       6,489    —    

Value difference and property, plant and equipment depreciation

   —       —       —      105,989  

Capitalized expenses

   —       —       4,119    9,348  

Obsolescence reserve

   636     —       —      —    

Debt issue and project expenses

   —       —       —      2,623  

Staff severance indemnities

   1,971     753     —      —    

Tax loss carry forwards

   2,719     2,171     —      —    

Property, plant and equipment valuation

   —       35,527     —      14,491  

Accrual for contingencies

   405     —       —      —    

Plant maintenance accrual

   367     —       —      —    

Argentine peso devaluation

   2,088     2,088     —      —    

Other

   2,419     525     1,014    1,458  

Leasing assets

   —       —       294    594  
                       

Total

   15,926     41,216     11,916    134,503  
                       

Complementary accounts, net of

accumulated amortization (1)

   (2,719 )   (14,380 )   —      (15,479 )

Valuation provision

   —       (6,028 )   —      —    
                       

Total

   13,207     20,808     11,916    119,024  
                       

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

15. INCOME TAXES, continued

 

  (c) Deferred taxation, continued

 

     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    —    

Capitalized expenses

   —       —       6,734    14,220  

Value difference and property, plant and equipment depreciation

   —       —       559    121,889  

Staff severance indemnities

   2,340     899     —      —    

Debt issue and project expenses

   —       —       —      2,726  

Obsolescence reserve

   668     —       —      —    

Accrual for contingencies

   253     1,570     —      —    

Tax loss carry-forwards

   4,518     25,739     —      —    

Property, plant and equipment valuation

   —       31,362     —      6,547  

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  
                       

 

(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.$1,236 thousand during the year ending December 31, 2004 and U.S.$262 thousand during the year ending December 31, 2005.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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

  

2004

ThU.S.$

  

2005

ThU.S.$

Assets

        

Current Assets:

        

Cash and banks

   U.S.$    4,655    3,849

Cash and banks

   Ch$    2,890    3,572

Cash and banks

   Ar$    2,002    11,969

Cash and banks

   R$    —      1,235

Cash and banks

   Euro    125    824

Cash and banks

   Mx$    787    1,509

Cash and banks

   Other currencies    32    1,307

Time deposits and marketable securities

   U.S.$    210,485    172,792

Time deposits and marketable securities

   Ch$    51    205

Time deposits and marketable securities

   R$    —      26,905

Time deposits and marketable securities

   Euro    140,455    112,628

Time deposits and marketable securities

   Ar$    24,930    22

Trade accounts receivable

   U.S.$    236,576    200,283

Trade accounts receivable

   Ch$    33,596    41,553

Trade accounts receivable

   Ar$    42,102    20,559

Trade accounts receivable

   R$    3,770    24,241

Trade accounts receivable

   Euro    7,449    12,241

Trade accounts receivable

   Mx$    1,881    2,485

Trade accounts receivable

   Other currencies    21,602    2,523

Other accounts receivable

   U.S.$    3,737    9,967

Other accounts receivable

   Ch$    28,508    32,855

Other accounts receivable

   Ar$    4,894    5,831

Other accounts receivable

   R$    —      1,898

Other accounts receivable

   Euro    —      596

Other accounts receivable

   Mx$    —      260

Other accounts receivable

   Other currencies    133    77

Inventories

   U.S.$    495,172    596,133

Inventories

   Ch$    11,978    12,993

Other current assets

   U.S.$    58,242    74,774

Other current assets

   Ch$    44,316    69,272

Other current assets

   Ar$    19,448    7,688

Other current assets

   R$    328    8,794

Other current assets

   Mx$    269    1,197

Other current assets

   Other currencies    1,089    525
            

Total current assets

      1,401,502    1,463,562
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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   

2004

ThU.S.$

  

2005

ThU.S.$

Property, plant and equipment and other assets:

        

Property, plant and equipment

   U.S.$    4,757,662    5,453,687

Property, plant and equipment

   Ch$    27,690    37,192

Other assets

   U.S.$    67,607    28,427

Other assets

   Ch$    21,438    27,430

Other assets

   Ar$    19,614    20,499

Other assets

   R$    —      583

Other assets

   Mx$    15    17

Other assets

   Other currencies    644    56
            

Total property, plant and equipment and other assets

      4,894,670    5,567,891
            

Total assets

      6,296,172    7,031,453
            
          At December 31,
     Currency   

2004

ThU.S.$

  

2005

ThU.S.$

Liabilities

        

Current liabilities:

        

Current bank borrowings

   U.S.$    —      51,945

Current portion of long-term bank borrowings

   Euro    —      1,944

Current portion of long-term bank borrowings

   R$    —      1,041

Current portion of long-term bank borrowings

   U.S.$    2,733    66,644

Current portion of bonds

   U.S.$    208,640    34,468

Notes and trade accounts payable

   U.S.$    26,067    41,716

Notes and trade accounts payable

   Ch$    77,682    106,675

Notes and trade accounts payable

   Euro    1,417    3,551

Notes and trade accounts payable

   Mx$    624    207

Notes and trade accounts payable

   Other currencies    —      2,265

Notes and trade accounts payable

   R$    —      7,723

Notes and trade accounts payable

   Ar$    15,851    15,628

Other current liabilities

   U.S.$    17,828    29,084

Other current liabilities

   Ch$    49,386    45,290

Other current liabilities

   Euro    42    312

Other current liabilities

   Other currencies    978    47

Other current liabilities

   R$    366    13,937

Other current liabilities

   Ar$    24,341    8,282

Other current liabilities

   Mx$    —      349
            

Total current liabilities

      425,955    431,108
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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   

2004

ThU.S.$

  

2005

ThU.S.$

Long-term liabilities:

        

Long-term bank borrowings

   U.S.$    451,606    476,808

Long-term bank borrowings

   R$    —      13,532

Long-term bank borrowings

   Euro    —      6,738

Bonds

   U.S.$    1,282,500    1,682,500

Other long-term liabilities

   U.S.$    5,035    15,371

Other long-term liabilities

   Ch$    116,638    91,865

Other long-term liabilities

   Other currencies    639    1

Other long-term liabilities

   R$    —      43,549

Other long-term liabilities

   Ar$    3,694    7,809

Other long-term liabilities

   Mx$    205    170
            

Total long-term liabilities

      1,860,317    2,338,343
            

Total liabilities

      2,286,272    2,769,451
            

 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

      As of December 31,

Company

   Relationship    2004
ThU.S.$
   2005
ThU.S.$
   Transaction

(a) Current assets

           

Cía. de Seguros Generales Cruz del Sur S.A.

   Affiliate    2,081    —      Accounts receivable

Cía. Puerto de Coronel S.A.

   Affiliate    146    154    Accounts receivable

Abastible S.A.

   Affiliate    175    —      Accounts receivable

Eka Chile S.A.

   Affiliate    1,660    1,766    Accounts receivable

Forestal del Sur S.A.

   Affiliate    —      282    Accounts receivable
               

Total current assets

      4,062    2,202   
               

(b) Current liabilities

           

Compañía de Petróleos de Chile Copec S.A.

   Affiliate of Shareholder    318    1,099    Accounts payable

Puerto de Lirquén S.A.

   Affiliate    331    264    Accounts payable

Fantoni S.P.A.

   Affiliate    —      1,573    Accounts payable

Fundación Educacional Arauco

   Affiliate    154    422    Accounts payable

Abastible S.A.

   Affiliate    —      93    Accounts payable

Servicios Corporativos Sercor S.A.

   Affiliate    14    —      Accounts payable

Compañía de Turismo de Chile Ltda.

   Affiliate    3    —      Accounts payable

Sigma S.A.

   Affiliate    2    1    Accounts payable
               

Total current liabilities

      822    3,452   
               

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

 

During the years ended December 31, 2004 and 2005, Arauco had the following related party transactions that affected net income:

 

    

Purchases (sales)

Year ended December 31,

 
     2004
ThU.S.$
    2005
ThU.S.$
 

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

    

Purchases of fuel

   18,847     23,836  

Other sales

   (2 )   (2 )

Other purchases

   —       —    

(b)   Puerto de Lirquén S.A.:

    

Port services

   3,180     4,191  

(c)   Abastible S.A.:

    

Purchases of fuel

   528     694  

Other sales

   —       (203 )

Other purchases

   —       3  

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

    

Direct insurance premiums

   10,939     8,456  

(e)   Cía. Puerto de Coronel S.A:

    

Stockpiling services

   5,976     5,875  

(f)   Portaluppi, Guzmán y Bezanilla Abogados

    

Legal advice

   670     1,143  

(g)   Eka Chile S.A.

    

Purchase of sodium chlorate

   16,684     17,388  

Engineering services

   —       —    

Electricity sale

   (12,862 )   (16,067 )

Other sales

   (31 )   (53 )

Other purchases

   573     360  

(h)   Forestal del Sur S.A.:

    

Purchase of wood and timber

   —       3,442  

Sales of chips

   —       (7,220 )

Administrative services

   —       93  

Purchase of assets

   —       —    

Other purchases

   —       191  

Received rent

   —       (4 )

Other sales

   —       (3 )

(i)   ABC Comercial:

    

Other purchases

   7     9  

(j)   Cartulinas CMPC S.A.:

    

Sales of pulp

   (46 )   (14 )

(k)   CMPC Celulosa S.A.:

    

Sales timber

   (79 )   (2,244 )

Other purchase

   20     117  

Other sale

   —       (88 )

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

 

    

Purchases (sales)

Year ended December 31,

 
    

2004

ThU.S.$

   

2005

ThU.S.$

 

(l)   CMPC Maderas S.A.:

    

Other purchase

   96     416  

Other sales

   (3 )   —    

(m)   CMPC Tissue S.A.:

    

Other purchase

   —       4  

(n)   Dynea Brasil S.A.:

    

Purchase of chemical products

   —       15,047  

Purchase of melamine paper

   —       6,229  

Other sales

   —       (359 )

(ñ)   Cenelca S.A.:

    

Purchase of electricity

   —       471  

Sales of electricity

   —       (71 )

(o)   Empresa Dist. Papeles y Cartones S.A. Edipac:

    

Other purchase

   —       47  

(p)   Empresas Copec S.A.:

    

Managing services

   —       23  

(q)   Forestal Crecex S.A.:

    

Purchase of forests

   1,980     —    

(r)   Forestal Mininco S.A.:

    

Purchase of forests (exchange)

   8,871     —    

Sales of forests (exchange)

   9,390     —    

Purchase of forests

   15,660     —    

Purchase timber

   —       26  

Other purchase

   2,424     70  

Sales timber

   (288 )   —    

Other sales

   (2 )   (3 )

(s)   Forestal y Agrícola Monte Aguila S.A.:

    

Purchase of forests

   36,831     —    

(t)   Sodimac S.A.:

    

Other purchase

   —       18  

Sales timber

   —       (42,792 )

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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 Fiscal Units (“UTM”) (1 UTM = Ch$31,571 as of December 31, 2005 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 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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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, due to odors at the Valdivia Plant. The Company appealed the fine in the appropriate Civil Court of Valdivia, case No. 1151-04, and 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 182 dated March 15, 2005, COREMA resolved to sanction the Company with an 800 UTM fine. 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 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 fact that the notification first sent to the entity that placed the sanctioning resolution was nullified.

 

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 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 fine. Arauco appealed that sanction and paid the required percentage of the total claimed. The case is currently in progress.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


19. CONTINGENCIES AND COMMITMENTS, continued

 

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 UTM. 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.

 

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 Federal Defense Committee filed an indemnity demand (case 746-2005) 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) The Health Service of Valdivia fined Arauco 400 UTM 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, held 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, and the matter is currently in progress.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


19. CONTINGENCIES AND COMMITMENTS, continued

 

11) 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 Annual Tributary Units (“UTA”) (1 UTA = U.S. $55,000 at the exchange rate as of December 31, 2005). The Company has appealed the decision, and the matter is currently in progress.

 

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) On January 25, 2006, the Health SEREMI commenced a proceeding against the Company, arising from a fatal accident in January 2006 involving Luis Alejandro Barrios Álvarez, an employee of the German Engineering company working in the Valdivia project. The proceeding is currently pending resolution.

 

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 related to the aforementioned turpentine spill. Through a Resolution dated November 8, 2004, Arauco’s Department of Health Services resolved to fine the Company 1,000 UTM.

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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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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) In January 2005, Deputy Mr. Alejandro Navarro Brain filed a proceeding in Warranty Court. The filing was in connection with the discharge of polluting substances into the Velenunque Estuary by the Itata Forestry Industrial Complex, allegedly taking place on December 31, 2004. The charge is for a violation of Article 291 of the Penal Code. The Public Ministry, after a four-month investigation, decided to declare itself incompetent, sending the case to the Quirihue District Attorney’s office. On November 28, 2005, the District Attorney decided to temporarily file the investigation. The Regional District Attorney of the Eighth Region approved this decision on January 3, 2006.

 

2) 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.

 

3) The Chilean Commission of Nuclear Energy is currently investigating an incident at the Nueva Aldea plant involving the exposure of three employees of Echevarría Izquierdo Montajes Industriales S.A. to radiation while handling radioactive equipment owned by a subcontractor of Echevarría Izquierdo Montajes Industriales S.A. Because the incident involved employees of Echevarría Izquierdo Montajes Industriales S.A. and equipment owned by subcontractors of Echevarría Izquierdo Montajes Industriales S.A., rather than employees of, or equipment owned or operated by, the Company, we do not anticipate that the proceedings before the Chilean Commission of Nuclear Energy or any resulting official action would adversely affect the Company; however, there can be no assurance that the proceedings or any resulting official action will not adversely affect the Company.

 

4) With regard to the abovementioned events, the Health SEREMI commenced a sanitation proceeding on December 15, 2005. The Company was one of various parties summoned under the proceedings. The proceeding is currently in progress.

 

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 demand for an injunction brought by Álvaro Santa María Prieto and Alejandro Lagos Letelier in the Juzgado de Letras of Constitución, the civil and criminal court of first instance, seeking to modify the Company’s activities in the area with respect to air quality control guidelines.

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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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$111,130 thousand, and have been recorded in the consolidated financial statements.

As of December 31, 2005, 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

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, 2005.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004 and 2005 are as follows:

 

December 31, 2004

  

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, 2003

   347,551    5,625    1,483,076     1,433,461     (65,221 )   409,192     3,613,684  

Prior year income allocation

   —      —      —       409,192     —       (409,192 )   —    

Dividends paid

   —      —      —       (156,133 )   65,221     —       (90,912 )

Forestry reserve

   —      —      (26,314 )   —       —       —       (26,314 )

Forestry reserve of consolidated subsidiaries

   —      —      (2,775 )   —       —       —       (2,775 )

Conversion adjustment related to subsidiaries

   —      —      5,759     —       —  
—  
 
 
  —       5,759  

Interim dividends

   —      —      —       —       (86,833 )   —       (86,833 )

Net income for the year

   —      —      —       —       —       590,444     590,444  
                                        

Balance as of December 31, 2004

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

 

December 31, 2005

  

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, 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 )   —    

Dividend paid

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

Forestry reserve

   —      —      10,123     —       —       —       10,123  

Forestry reserve of consolidated 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  
                                        

The number of shares authorized, issued and outstanding as of December 31, 2004 and 2005 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

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Reimbursement of customs duties

   4,701    4,680

Rental income

   429    592

Insurance recoveries

   305    1,171

Gain on sale of energy

   156    —  

Sale of materials and others

   368    184

Reverse on sale expense provision of the previous year

   768    —  

Inventory adjustment

   96    —  

Other income

   1,975    2,672

Gain on sale of fixed assets

   —      590
         

Total other non-operating income

   8,798    9,889
         

 

22. OTHER NON-OPERATING EXPENSES

Other non-operating expenses were as follows:

 

     As of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Other services and fees

   1,433    58

Other depreciation and amortization

   550    609

Write-off of damaged forest

   612    474

Donations

   215    540

Project expenses

   3,102    3,234

Provision for uncollectible accounts receivable

   382    628

Legal expenses

   130    151

Taxes

   3,645    4,681

Loss on sale of fixed assets

   2,206    —  

Sales expenses adjustment for the previous year

   —      672

Contingencies provision

   —      638

Write-off of inventory

   1,038    54

Other expenses

   1,748    4,042

Indemnities

   —      722
         

Total other non-operating expenses

   15,061    16,503
         

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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,
    

2004

ThU.S.$

  

2005

ThU.S.$

Alto Paraná S.A.

   204    190

Forestal Arauco S.A.

   1,706    1,737

Forestal Cholguán S.A.

   4,740    4,904

Controladora de Plagas Forestales S.A.

   197    207

Forestal Los Lagos S.A.

   —      4,941

Flooring S.A.

   —      921
         

Total

   6,847    12,900
         

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

 

     As of December 31,  
    

2004

ThU.S.$

   

2005

ThU.S.$

 

Alto Paraná S.A.

   (21 )   (15 )

Forestal Arauco S.A.

   (101 )   (85 )

Forestal Cholguán S.A.

   (224 )   (177 )

Controladora de Plagas Forestales S.A.

   25     14  

Forestal Los Lagos S.A.

   —       191  
            

Total

   (321 )   (72 )
            

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

24. SANCTIONS

From the Chilean Securities Commission

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

Through Exempt Resolution No. 196 dated April 22, 2004, the Chilean Securities Commission levied a sanction of 15 UF against the Company for not submitting a list of shareholders as of March 31, 2004.

From other administrative authorities

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. 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 fine. Arauco appealed that sanction, previous payment of 10% of the total claimed. The case is currently in progress.

 

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. 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.

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

24. SANCTIONS, continued

 

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.

 

6) Through Resolution No. 292 dated May 2, 2005, COREMA resolved to begin 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.

 

7) 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 on September 5, 2005.

 

8) Through Resolution No. 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. The Company has appealed the fine, and the matter is currently in progress.

 

9) Through Resolution No. 12.655/130 dated September 15, 2005, the Navy Administrative Authority fined the Company an amount equivalent to 5,000 gold pesos due to a turpentine spill, which took place on August 23, 2004 at the Arauco Plant.

 

10) 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.

 

11) The National Customs Service fined the Company Ch$60,000,000 for an error in classifying certain imported merchandise. The fine was paid on August 19, 2005.

 

53


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

24. SANCTIONS, continued

 

12) Through resolution dated April 22, 2005, the Health SEREMI fined Arauco 1,000 UTM 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 fact that the notification first sent to the entity that placed the sanctioning resolution was nullified.

 

13) The Health Service of Valdivia fined Arauco 400 UTM 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, held 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, and the matter is currently in progress.

 

b) Arauco Generación S.A.

Through Exempt Resolution No. 1114 dated June 30, 2005 (notified to the Company on July 6, 2005) the Commission of Electricity and Fuels imposed a 70 UTA fine on Arauco’s subsidiary, Arauco Generación S.A., for an interruption of the electricity supply which affected the Central Interconnected System from Curico to Taltal on Friday, November 7, 2003. Arauco Generación S.A. is appealing the fine.

 

c) 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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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

24. SANCTIONS, continued

Sanctions received during 2004:

 

a) The Company

 

1) On April 6, 2004, in Resolution 554, the Health Board of Valdivia fined the Company 100 UTM for excessive noise levels at the Valdivia Plant. The Company paid the fine within the required legal period.

 

2) On April 15, 2004, in Resolution 610, the Health Board of Valdivia fined the Company 1,000 UTM for the emission of odors at the Valdivia Plant. The Resolution was appealed to the Civil Court of Valdivia and is currently pending. The fine had been paid previously.

 

3) On April 2, 2004 in case No. 288-2004, the Court of the Local Police of San José de la Mariquina, due to the lack of definite completion of the construction work at the Valdivia Plant, fined the Company $502,699,434 (U.S.$981 thousand at the exchange rate as of December 31, 2005). An appeal was filed with the Court of Appeals of Valdivia. On May 19, 2005, the Court of Appeals affirmed the lower court’s sentence, but reduced the fine to $12,567,486. The Municipality of San José de la Mariquina filed a complaint against the resolution which was dismissed by the Supreme Court. Thus, the reduction of the fine established by the Court of Appeals was confirmed.

 

4) The Regional Environmental Commission, in Resolution 387, dated May 24, 2004, fined the Company 900 UTM for the non-fulfilment of norms and conditions established by the Evaluating System of Environmental Impact. The Resolution was appealed in the Civil Court of Puerto Montt on June 4, 2004. 10% of the total amount of the fine had been cancelled previously.

 

5) In a resolution dated September 14, 2004 of case No. 298-04, the Police Tribunal of San José de la Mariquina charged the Company a fine of Ch$14,203,119 for functioning without a municipal license.

 

6) In a resolution dated September 13, 2004 (of which the Company was notified on October 14, 2004), the Department of Municipal Works of San José de la Mariquina fined the Company Ch$31,847,593 and Ch$133,553,287 respectively, for the construction of ten buildings without a construction permit and for the existence of an additional building without municipal approval. On October 20, 2004 the Company filed an appeal against the aforementioned sanctions. The Court of Appeals of Valdivia, through resolution dated December 1, 2004 reduced the fines from 20% to 0.5% of the budget, such that the fines were reduced to $796,190 and $3,338,832, respectively.

 

7) Related to the Nueva Aldea Forestry Industrial Complex., in Exempt Resolution No. 169, dated August 13, 2004, the National Environmental Commission, through its Regional Commission of Bío Bío, sanctioned the Company for lack of compliance with the standards required by the Resolution of Environmental Qualification authorizing the construction of the complex. The sanction, of which the Company was notified on August 30, 2004, includes one warning and six fines, for a total of 1,600 UTM. The Company has not filed an appeal.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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


 

24. SANCTIONS, continued

 

8) Through Exempt Resolution No. 818 dated December 9, 2004, COREMA fined the Company 200 UTM for the delay in the delivery of certain documents in relation to the measurements of AOX in the fluid industrial waste at the Valdivia Plant.

 

9) Arauco’s Department of Health Services began a sanitation investigation on August 23, 2004, related to a turpentine spill. Through a Resolution dated November 8, 2004, Arauco’s Department of Health Services resolved to fine the Company 1,000 UTM.

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

 

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.

 

b) Arauco Generación S.A.

The Commission of Electricity and Fuels, in Exempt Resolution No. 809 dated April 27, 2004, imposed a fine of 70 UTA on Arauco Generación S.A. in its capacity as a member company of the Load Economic Dispatch Center – Central Interconnected System, for not coordinating to preserve the safety of the electric system, as found in the Central Interconnected System’s investigation of the general failure that occurred on January 13, 2003. The fine is currently being appealed.

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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, 2004 and 2005 were U.S.$ 2,797 thousand and U.S.$ 2,760 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 of December 31,
    

2004

ThU.S.$

  

2005

ThU.S.$

Stamp tax

   5,425    4,302

Underwriters commission

   4,697    5,545

Rate insurance commission

   124    35

Risk evaluation

   60    48

Accounting advice

   16    10

Printing costs

   86    71

Legal advice

   498    1,730

Repayment of bonds

   3,179    2,704

Other

   90    221
         

Total bond issue costs

   14,175    14,666
         

 

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

Purchase of fixed assets

   U.S.$      48,45 million    2006

Purchase of fixed assets

   U.S.$      3,00 million    2007

Nueva Aldea (formerly named the Itata Mill)
construction project

   U.S.$      198,60 million    2006

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

December 31, 2005

Unaudited Notes to the Consolidated Financial Statements

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 year ended December 31, 2005.

 

    Activities of monitoring, analysis and treatments of gases and effluents. Spent: U.S.$20,155 thousand (U.S.$ 651 thousand in 2004). Estimated future cost: U.S.$30,309 thousand (U.S.$317 thousand in 2004).

 

    Payment related to environmental protection as a consequence of the Nueva Aldea Project (formerly named the Itata Mill project). Spent: U.S.$21,695 thousand. Estimated future cost: U.S.$3,795 thousand.

 

    Disbursement in 2004 related to environmental protection as consequence of the Valdivia Mill Project. Spent: U.S.$1,696. Estimated future cost: U.S.$253.

 

    Project to improve the evacuation of water and effluent treatment of the Paneles Mill. Spent: U.S.$368 thousand (U.S.$281 thousand in 2004). Estimated future cost: U.S.$225 thousand (U.S.$52 thousand in 2004).

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, 2005 these subsidiaries paid U.S.$215 thousand (U.S.$159 thousand in 2004) in relation to the system and anticipate that an additional U.S.$65 thousand (U.S.$105 thousand in 2004) will be spent.

 

28. SUBSEQUENT EVENTS

No events have occurred since December 31, 2005 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


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LOGO

CONSOLIDATED INCOME STATEMENT ANALYSIS

Arauco’s consolidated sales for the year 2005 reached US$2.37 billion, a 14.4% increase compared to the same period of 2004. The increase in consolidated sales resulted from a growth in sales of panels and sawn timber, stemming from the commencement of operations of a new plywood mill and sawmill at the Nueva Aldea complex, as well as the consolidation of revenues from our March 2005 acquisition in Brazil and our October 2005 acquisition in Argentina.

LOGO

The cumulative 2005 breakdown of sales by product is presented in Figure 1.

During the fourth quarter of 2005, sales revenue reached US$631 million, a 3.6% growth over the previous quarter and a 12.9% growth over the fourth quarter of 2004. The increase of sales registered between the third and fourth quarter of 2005 was the result of higher panel and sawmill products sales, partially offset by lower sales from forestry and pulp (Figure 2).

Panel sales grew 12.0% compared to the previous quarter, totalling US$179 million. This was mainly due to a 9.9% increase in the average price of panels and the increase in volume due to the acquisition in Argentina during the fourth quarter of 2005.

LOGO

Pulp sales reached US$241 million during the fourth quarter 2005, a 1.6% decrease compared to the previous quarter. This reduction in sales was due to a decrease of 1.6% in sales volume. Average price remained stable compared to the third quarter.

Pulp prices remained stable during the year with only small changes, due to a moderate increase in the demand resulting from a sustained economic activity in China and USA, and a relative poor performance of the European economies.

 

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CONSOLIDATED INCOME STATEMENT ANALYSIS

Sawmill sales reached US$175 million during the fourth quarter of 2005, an 11.3% increase compared to the third quarter. This variation was principally due to an increase in average sales prices after seeing a low average price scenario during the first three quarters, due to an overstock in USA and Japan. This effect was partially offset by a decrease in sales volume of sawn timber products of 7.6% with respect to the third quarter of 2005.

Production during the fourth quarter of 2005 decreased 5.5% in panels, increased 7.8% in sawn timber products and increased 5.1% in pulp, as compared with the third quarter of 2005 (Figure 3). The increase in pulp production was mainly due to the restart of operations in the Valdivia mill, after the July stoppage.

Pulp production during the year 2005 decreased 5.2% compared to 2004, mainly due to the stoppage of operations in the Valdivia pulp mill in January and July.

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The start of operations of the Nueva Aldea Plywood Mill and Sawmill, and the acquisition of assets in Brazil and Argentina, led to a 64.2% increase in panel production and a 6.4% increase in sawmill production during 2005, compared to the previous year.

Cost of sales increased 13.9%, from US$318 million during the third quarter of 2005, to US$363 million during the fourth quarter of 2005. Primarily as a result of an appreciation of the Chilean peso with respect to the US dollar, an increase in the cost of lumber and an increase in the maintenance costs.

The increase in the cost of lumber is explained by a higher price of pulp logs and chips, and an increase in the volume purchased from third parties.

Selling and administrative expenses decreased a 4.2% during the fourth quarter of this year due to a reduction in sales volume and a decrease in shipping costs resulting from a relative excess of supply in the shipping industry.

Consolidated fourth quarter EBITDA decreased 6.1% compared to the third quarter, reaching US$197 million, primarily as a result of a decrease in pulp and sawn timber EBITDA, which was partially offset by an increase in forestry EBITDA (Figure 4)

 

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CONSOLIDATED INCOME STATEMENT ANALYSIS

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The reduction in interest expense with respect to the third quarter of 2005 was primarily the result of a decrease in liabilities due to the US$175 million Yankee Bond payment in September 2005.

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CONSOLIDATED INCOME STATEMENT ANALYSIS

Consolidated Net Income for fourth quarter of 2005 reached US$88 million, a decrease of 13.9%) when compared to the previous quarter (Figure 6). Both sales and costs increased in the fourth quarter, primarily as a result of higher average prices and the increase in unit costs. Non-operating income decreased 27.4% due to a reduction in foreign exchange gains as a result of the appreciation of the Chilean peso and the Euro with respect to the US dollar.

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CONSOLIDATED BALANCE SHEET ANALYSIS

Current assets remained constant during the fourth quarter compared to the previous one.

Fixed assets increased 5.5% in the fourth quarter compared to the third quarter of 2005. This was mainly explained by an increase in Property, Plant and Equipment due to the acquisition in Argentina and the advance in the construction of the Nueva Aldea pulp mill.

Liabilities increased a 4.2% during the fourth quarter of 2005 compared to the third quarter of 2005 mainly due to the consolidation of debt of the Faplac acquisition in Argentina.

Arauco’s stockholders equity at the end of the fourth quarter of 2005 reached US$4.2 billion, increasing 3.9% compared to the third quarter of 2005 due to the increase in Net Income and the annual revaluation of forestry reserves in December 2005.

FINANCIAL DEBT

 

US$ million

  

Q4

2004

  

Q3

2005

  

Q4

2005

Short term Debt

   0.5    4.5    52.5

Short-term portion of long-term debt

   211.4    32.3    104.1

Long term financial debt

   1,734.1    2,218.0    2,179.6
              

TOTAL FINANCIAL DEBT

   1,946.0    2,254.8    2,336.1
              

Cash & equivalents

   386.4    403.1    336.8
              

NET FINANCIAL DEBT

   1,559.5    1,851.7    1,999.3
              

 

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CONSOLIDATED BALANCE SHEET ANALYSIS

Main Financial Ratios of Arauco:

 

     Q1-Q4/04     Q1-Q4/05  

FINANCIAL RATIOS

    

Profitability

    

Gross margin

   57.4 %   48.6 %

Operating margin

   38.9 %   28.1 %

EBITDA margin

   47.2 %   37.7 %

ROA (EBIT / Average Total Assets)

   13.4 %   10.0 %

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

   11.7 %   8.8 %

ROE (Net Income / Average Equity)

   15.5 %   10.6 %

Leverage

    

Interest Coverage Ratio (EBITDA / Net Interest)

   10.1 x   7.5 x

Interest Coverage Ratio (EBITDA / Gross Interest)

   7.9 x   5.9 x

Average Financial Debt / EBITDA

   1.5 x   2.0 x

Total financial debt / Total Capitalization

   32.7 %   35.5 %

Net financial debt / Total Capitalization

   26.2 %   30.4 %

Total financial debt / Equity

   48.6 %   55.0 %

Net financial debt / Equity

   39.0 %   47.1 %

 

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SUBSEQUENT EVENTS

On February 1st, 2006, The Corema of Tenth Region extended deadline to Arauco for presenting the environmental study.

The Regional Environmental Commission (Corema) extended until March 31st, 2007 the deadline for presenting the environmental study for the alternative discharge of waste water of the Valdivia Mill. The original deadline was March 31st, 2006.

On February 13th, 2006, the Corema of the Eight Region unanimously approved (13 votes to 0) the environmental impact study for the construction and operation of the Nueva Aldea mill Pipeline.

The Pipeline will have a length of 58.3 kilometres and an estimated capex of US$60 million, and it will be operating during the fourth quarter of 2007.

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, that 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 “US$” are to United States dollars.

 

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FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

 

US$ Million

   Q1-Q4/04     Q1-Q4/05  

Net Sales

   2,075.1     2,373.6  

Cost of sales

   (883.9 )   (1,219.8 )
            

Gross margin

   1,191.2     1,153.8  
            

Selling and administrative expenses

   (384.7 )   (486.7 )

Operating income

   806.5     667.0  

Interest Income

   26.3     31.5  

Income on investments in related companies

   6.5     7.2  

Other non operating income

   8.8     9.9  

Loss on investments in related companies

   0.0     0.0  

Goodwill Amortization

   (3.5 )   (3.4 )

Interest expense

   (123.5 )   (150.4 )

Other non operating expenses

   (15.1 )   (16.5 )

Price level restatement

   0.3     0.8  

Foreign exchange gain (loss)

   15.7     (5.7 )
            

Non-operating income

   (84.5 )   (126.6 )
            

Income before taxes and extraordinary items

   722.0     540.4  

Income taxes

   (136.7 )   (107.4 )

Extraordinary Items

   0.0     0.0  

Income before minority interest

   585.3     432.9  

Minority interest

   (0.3 )   (0.1 )

Net income after minority interest

   585.0     432.9  

Negative goodwill amortization

   5.5     5.4  
            

Net income for the period

   590.4     438.3  
            

EBITDA

   981.8     894.2  
            

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

 

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FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

 

US$ Million

   12/31/04    12/31/05

Cash & equivalents

   386.4    336.8

Accounts receivable

   347.0    303.9

Inventories

   507.2    609.1

Other current assets

   161.0    213.7
         

Total Current Assets

   1,401.5    1,463.6
         

Total Fixed Assets

   4,785.4    5,490.9
         

Total Other Assets

   109.3    77.0
         

TOTAL ASSETS

   6,296.2    7,031.5
         

Short term debt

   211.8    156.6

Accounts payable

   120.8    168.9

Other current liabilities

   93.3    105.7
         

Total Current Liabilities

   426.0    431.1
         

Long-term debt

   451.6    497.1

Long-term bonds

   1,282.5    1,682.5

Other long term liabilities

   126.2    158.8
         

Total Long Term Liabilities

   1,860.3    2,338.3
         

Minority Interest

   6.8    12.9
         

Total Shareholder's Equity

   4,003.1    4,249.1
         

TOTAL LIABILITES & SHAREHOLDER`S EQUITY

   6,296.2    7,031.5
         

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

 

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FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

 

US$ Million

   12/31/04     12/31/05  

Net income (loss) for the period

   590.4     438.3  

Results on sales of assets

   2.2     (0.6 )

Depreciation

   132.5     165.1  

Charges (credits) to income not affecting cash flow

   14.6     61.7  

Changes in assets, affecting cash flow

   (182.3 )   (245.4 )

Changes in liabilities, affecting cash flow

   158.3     382.3  

Profit (loss) of minority interest

   0.3     0.1  
            

Net cash provided by (used in) operating activities

   716.1     801.4  
            

Debt issuance

   307.7     710.8  

Debt repayment

   (259.9 )   (445.1 )

Other financing cash flow

   (175.4 )   (211.1 )
            

Net cash provided by (used in) financing activities

   (127.6 )   54.6  
            

Capital Expenditures

   (735.5 )   (910.4 )

Other investment cash flow

   (52.4 )   47.7  
            

Net cash provided by (used in) investing activities

   (787.8 )   (862.8 )
            

Total positive (negative) cash flow of the period

   (199.4 )   (6,767 )
            

Effect of inflation on cash and cash equivalents

   5.9     (11.3 )

Net increase (decrease) in cash and cash equivalents

   (193.5 )   (18.1 )

Cash and cash equivalents at beginning of the period

   550.1     356.6  
            

Cash and cash equivalents at end of the period

   356.6     338.5  
            

For more detail on the Financial Statements, please refer to www.svs.cl or 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 13, 2006    

By:

  /s/    MATIAS DOMEYKO C.        
     

Name:

  Matías Domeyko Cassel
     

Title:

  Chief Executive Officer