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

FORM 6-K

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

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

of the Securities Exchange Act of 1934

For the month August, 2007

Commission File Number 33-99720

 


ARAUCO AND CONSTITUTION PULP INC.

(Translation of registrant’s name into English)

 


El Golf 150

Fourteenth Floor

Santiago, Chile

(Address of principal executive offices)

 


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

Form 20-F     Ö                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      Ö    

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    7
3.    Unaudited Consolidated Statements of Income    9
4.    Unaudited Statements of Consolidated Cash Flows    10
5.    Unaudited Notes to the Consolidated Financial Statements    12
6.    Annex: Press Release   


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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 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 June 30, 2006 and 2007 are as follows:

 

Assets

  

2006

ThU. S.$

   2007
ThU.S.$

Current assets

   1,394,738    1,729,990

Property, plant and equipment

   5,709,848    6,139,491

Other assets

   70,671    92,720
         

Total assets

   7,175,257    7,962,201
         

Liabilities and Shareholders’ Equity

   2006
ThU.S.$
   2007
ThU.S.$

Current liabilities

   552,427    695,249

Long-term liabilities

   2,283,302    2,356,615

Minority interest

   13,055    11,947

Shareholders’ equity

   4,326,473    4,898,390
         

Total liabilities and shareholders’ equity

   7,175,257    7,962,201
         

Total assets increased by 11%, or U.S.$787 million, from June 30, 2006 to June 30, 2007. This increase is mainly attributable to an increase in property, plant and equipment, trade accounts receivables and inventories.

Total liabilities increased by U.S.$216 million from June 30, 2006 to June 30, 2007. This increase is mainly attributable to a net increase in bonds of U.S.$271 million, an increase in accounts payable of U.S.$106 million and an increase in income deferred tax of U.S.$70 million, partially offset due to a decrease in long term bank obligations of U.S.$242 million.

 

1


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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

 


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

a) Analysis of the Balance Sheet, continued

The main financial and operating ratios are as follows:

 

Liquidity ratios

   06/30/2006    12/31/2006    06/30/2007

Current ratio

   2.52    1.96    2.49

Acid ratio

   1.38    1.13    1.40

The slight decrease in the liquidity ratio in the current period is due to an increase in the percentage of the current liabilities in relationship with the current assets, influenced by public obligations and accounts payable.

The increase in the current acid ratio from 2006 to 2007 is attributable to an increase in current assets due to higher inventories and prepaid expenses.

 

Debt indicators

   06/30/2006    12/31/2006    06/30/2007

Debt to equity ratio

   0.66    0.61    0.62

Short-term debt to total debt

   0.19    0.28    0.23

Long-term debt to total debt

   0.81    0.72    0.77

Financial expenses covered

   5.66    6.52    5.72

The debt ratio was 0.66 and 0.62 at June 30, 2006 and June 30, 2007, respectively.

Current liabilities increased from 19% of total liabilities at June 30, 2006 to 23% of total liabilities at June 30, 2007. The increase is attributable to an increase in short-term bonds.

The ratio of financial expenses covered increased from 5.66 points in 2006 to 5.72 points in 2007. The increase is attributable to a higher net income in 2007.

 

Operational ratios

   06/30/2006    12/31/2006    06/30/2007

Inventory turnover

   1.16    2.31    1.35

Inventory turnover (excluding forests)

   1.89    3.75    1.63

Inventory permanence (days)

   154.91    156.10    132.96

Inventory permanence (excluding forests)

   95.00    95.89    110.22

The ratio of inventory turnover increased from 1.16 at June 30, 2006 to 1.35 points at June 30, 2007. For this reason, the inventory permanence ratio decreased during the period ended June 30, 2007.

 

2


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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

 


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

b) Analysis of the Income Statement

The breakdown of operating income and costs is as follows:

 

Operating income

   06/30/2006
ThU.S.$
   12/31/2006
ThU.S.$
   06/30/2007
ThU.S.$

Pulp

   550,069    1,257,995    825,522

Sawn timber, cut wood, plywood and fiber panels

   713,387    1,475,013    758,235

Forestry products

   41,126    76,179    36,218

Other

   24,155    40,470    68,752
              

Total operating income

   1,328,737    2,849,657    1,688,727
              

 

Operating costs

   06/30/2006
ThU.S.$
   12/31/2006
ThU.S.$
   06/30/2007
ThU.S.$

Timber

   209,553    382,954    231,112

Forestry work

   113,177    248,884    145,145

Depreciation

   82,017    176,455    112,705

Other costs

   284,719    625,808    400,815
              

Total operating costs

   689,466    1,434,101    889,777
              

Analysis of Operating Income

Operating income includes net income of U.S.$510 in 2007 compared to U.S.$382 in 2006, an increase of U.S.$128 million, primarily due to an increase in sales revenue by higher volume and prices, which was partially offset by an increase in costs of sales and administration and sales expenses, principally for freight expenses.

Analysis of Non-Operating Loss

There was a non-operating loss of U.S.$49 million in 2006, compared to U.S.$78 million in 2007. The change was primarily caused by an increase in non-operating loss as described in the following table:

 

Item

   Million U.S.$  

Financial expenses

   (20 )

Other non-operating expenses

   (6 )

Others net

   (3 )
      

Decrease non-operating loss

   (29 )
      

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

 

3


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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

 


 

2. ANALYSIS OF FINANCIAL POSITION, continued

 

Profitability ratios

   06/30/2006    12/31/2006    06/30/2007

Equity yield

   6.41    13.64    7.51

Asset performance ratio

   3.81    8.31    4.57

Operating asset ratio

   5.50    11.74    6.82

Income per share (U.S.$)

   2.37    5.47    3.06

EBITDA *

   492,306    1,091,863    646,070

Income after tax (ThU.S.$)

   264,908    614,770    343,989

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

 

Operational income ThU.S.$

   382,159     865,316     510,416

Financial expenses ThU.S.$

   (72,054 )   (139,360 )   92,059

Non-operating expenses ThU.S.$

   (49,427 )   (101,145 )   77,757

 

3. MARKET SITUATION

Pulp

During the first semester of 2007, the pulp market remained stable, registering a moderate but consistent increase in the prices of different products during this period. It is important to mention that the current market situation may be attributable, in part, to problems in the supply of raw materials faced by producers in the Northern Hemisphere. The market outlook for the next months appears to be stable, unless an important change in the world economy affects the pulp market and other commodities.

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

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

 

4


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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

 


 

3. MARKET SITUATION, continued

Wood

The construction sector has continued to adjust in the United States during this first semester. This adjustment has affected the demand for moldings and wood. Prices of moldings and wood have continued to decrease, even though some products have increased given a decrease in the supply. We expect this adjustment to continue for the rest of the year.

Asia, the Middle East and Central America continue to experience positive demand and increases in prices. We expect the second semester to be less dynamic for these markets. In the local market, demand remains stable.

The moldings market, whose principal destination is the United States, has been affected by the decrease of home constructions in the country. During the first semester, Chilean exports have experienced an important decrease. Prices have also decreased when compared to the first semester of 2006.

Panels

During the second quarter, Paneles Arauco maintained its sales within expectations and at the moment, no decrease in our prices has been registered as a result of minor levels of consumption in North America.

The demand for plywood (AraucoPly) in the principal markets we supply remained strong, but we have been unable to meet this demand. In the United States market, notwithstanding the decrease in construction activities, the sales of our product have remained within expectations while the prices of our principal products in this line have increased an 11% so far this year. The increase in the export tariffs on Russian exports to Europe starting June 1st generates good opportunities for AraucoPly for the second quarter of this year. The overstock situation experienced in Mexico was resolved during the first quarter.

The demand for MDF (Trupan) remains high even though there are overstock situations in some of the Latin American markets. In the case of Chipboard (Faplac) and Hard Board (Cholguan), both our sales and prices have remained within expectations.

With respect to MDF (TruChoice) moldings, our second quarter sales improved compared to the first quarter. This improvement is due principally to the fact that our clients have regularized their inventory levels, which are now adequate for the new demand in North America.

The productive situation of some of our installations deserves special mention since Faplac in Argentina and the plywood plant of Arauco plant have not been able to operate normally because of issues with the availability of energy.

 

5


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Ratio Analysis of the Consolidated Financial Statements

June 30, 2007

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

 


 

4. ANALYSIS OF CASH FLOW

 

    

06/30/2006

ThU.S.$

   

12/31/2006

ThU.S.$

   

06/30/2007

ThU.S.$

 

Operating cash flow

   389,462     772,018     521,371  

Cash flow from financing activities

   (97,354 )   (171,671 )   (175,649 )

Cash flow from investment activities

   (428,943 )   (764,709 )   (320,762 )
                  

Net cash flow for the period

   (136,835 )   (164,362 )   24,960  
                  

We had a positive operating cash flow of U.S.$521 million compared to a U.S.$389 million for the same period in 2006, resulting from greater sale collections, partially offset by an increase in payments to suppliers and personnel.

Cash flow from financing activities at June 30, 2007 was a net expenses of U.S.$176 million compared to a net expense of U.S.$97 million for the same period in 2006. This change resulted from an increase in dividends and a higher debt payment in 2007, offset by bonds issued by our subsidiary Alto Paraná S.A.

Cash flow from investment activities for this period was a lower net expense than for the same period in 2007, due principally to larger disbursements for purchases in property, plant and equipment.

 

5. MARKET RISK ANALYSIS

In respect of the economic risks resulting from interest rate variations, the Company maintains, as of June 30, 2007, a relation between fixed rate debts and total consolidated debt of approximately 82.7%, which it believes is consistent with the industry in which it operates. The Company does not engage in futures or other hedging transactions to hedge against variations in the selling prices of pulp and forest products because it believes that risks resulting from price variations are limited in large part because the Company maintains one of the lowest cost structures in the industry.

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

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

 

6


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets

June 30, 2007

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

 


 

     At June 30,  

ASSETS

  

2006

ThU.S.$

   

2007

ThU.S.$

 

CURRENT ASSETS:

    

Cash

   26,189     28,129  

Time deposits

   36,124     26,253  

Marketable securities (note 3)

   142,958     157,263  

Trade accounts receivable (note 4)

   405,802     523,857  

Notes receivable

   7,218     3,685  

Other receivables

   45,750     87,235  

Notes and accounts receivable from related parties (note 18)

   2,358     6,115  

Inventories (note 5)

   577,613     679,957  

Recoverable taxes

   53,614     80,554  

Prepaid expenses

   53,051     75,988  

Deferred tax assets (note 15)

   10     —    

Other current assets

   44,051     60,954  
            

Total current assets

   1,394,738     1,729,990  
            

PROPERTY, PLANT AND EQUIPMENT: (note 6)

    

Land

   476,005     529,588  

Forests

   2,301,003     2,567,459  

Buildings and other infrastructure

   1,862,449     1,993,588  

Machinery and equipment

   2,016,598     2,842,991  

Other

   1,150,591     521,909  

Technical revaluation

   68,769     68,769  

Less: Accumulated depreciation

   (2,165,567 )   (2,384,813 )
            

Net property, plant and equipment

   5,709,848     6,139,491  
            

OTHER NON-CURRENT ASSETS:

    

Investments in related companies (note 7)

   81,325     83,654  

Investments in other companies

   248     256  

Goodwill (note 8)

   4,862     5,125  

Negative goodwill (note 8)

   (71,949 )   (57,825 )

Long-term receivables

   14,992     11,490  

Intangibles

   713     752  

Amortization

   (343 )   (399 )

Other (note 9)

   40,823     49,667  
            

Total other non-current assets

   70,671     92,720  
            

Total assets

   7,175,257     7,962,201  
            

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

 

7


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Balance Sheets, continued

June 30, 2007

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

 


 

     At June 30,

LIABILITIES AND SHAREHOLDERS’ EQUITY

   2006
ThU.S.$
   2007
ThU.S.$

CURRENT LIABILITIES:

     

Current bank borrowings (note 10)

   130,217    152,955

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

   123,372    29,397

Current portion of bonds (note 12)

   34,468    135,376

Current portion of other long term liabilities

   488    636

Dividends payable

   161    203

Trade accounts payable

   144,597    250,799

Notes payable

   3,639    4,997

Sundry accounts payable

   12,720    11,092

Notes and accounts payable to related companies (note 18)

   3,157    5,668

Accrued liabilities (note 13)

   55,867    52,196

Withholding taxes

   19,641    21,020

Income tax payable

   17,513    24,060

Deferred income

   4,571    4,004

Deferred taxes

   —      2,223

Other current liabilities

   2,016    623
         

Total current liabilities

   552,427    695,249
         

LONG-TERM LIABILITIES:

     

Long-term bank borrowings (note 14)

   430,880    259,769

Bonds (note 12)

   1,682,500    1,852,500

Sundry accounts payable

   4,044    2,582

Accrued liabilities

   24,556    29,276

Deferred tax liabilities (note 15)

   99,414    167,381

Other long-term liabilities

   41,908    45,107
         

Total long-term liabilities

   2,283,302    2,356,615
         

Minority interest (note 23)

   13,055    11,947
         

SHAREHOLDERS’ EQUITY: (note 20)

     

Paid-up in capital

   347,551    347,551

Share premium

   5,625    5,625

Forestry and other reserves

   1,388,410    1,544,966

Retained earnings

   2,317,030    2,653,979

Net income for the period

   267,857    346,269
         

Total shareholders’ equity

   4,326,473    4,898,390
         

Total liabilities and shareholders’ equity

   7,175,257    7,962,201
         

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

 

8


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Consolidated Statements of Income

June 30, 2007

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

 


 

     At June 30,  
     2006
ThU.S.$
    2007
ThU.S.$
 

OPERATING INCOME:

    

Sales revenue

   1,328,737     1,688,727  

Cost of sales

   (689,466 )   (889,777 )

Gross profit

   639,271     798,950  

Administration and selling expenses

   (257,112 )   (288,531 )
            

Operating income

   382,159     510,419  
            

NON-OPERATING INCOME:

    

Interest earned

   14,701     11,509  

Share of net income of related companies (note 7)

   3,344     5,181  

Other non-operating income (note 21)

   5,059     9,148  

Amortization of goodwill (note 8)

   (1,390 )   (1,454 )

Interest expenses

   (72,054 )   (92,059 )

Other non-operating expenses (note 22)

   (6,412 )   (12,095 )

Price-level restatement (note 1)

   (40 )   (258 )

Foreign currency exchange rate (note 1)

   7,365     2,271  
            

Non-operating loss

   (49,427 )   (77,757 )
            

Income before taxes, minority interest and amortization of negative goodwill

   332,732     432,662  

Income taxes (note 15)

   (67,824 )   (88,673 )

Income before minority interest and amortization of negative goodwill

   264,908     343,989  

Minority interest (note 23)

   1     231  

Income before amortization of negative goodwill

   264,909     344,220  

Amortization of negative goodwill (note 8)

   2,948     2,049  
            

Net income

   267,857     346,269  
            

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

 

9


Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Statements of Consolidated Cash Flows

June 30, 2007

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

 


 

     At June 30,  
      2006
ThU.S.$
    2007
ThU.S.$
 

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   267,857     346,269  

Loss (Profit) on sale of assets

    

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

   (221 )   121  

Items affecting income not involving the movement of cash:

    

Depreciation

   86,129     119,664  

Amortization of intangibles

   18     19  

Write-offs and provisions

   831     462  

Profit from investments accounted for under the equity method

   (3,344 )   (5,181 )

Amortization of goodwill

   1,390     1,454  

Amortization of negative goodwill

   (2,948 )   (2,049 )

Net price level restatement

   40     258  

Foreign currency exchange rate

   (7,365 )   (2,271 )

Others

   29,765     47,426  

Decrease (Increase) in current assets:

    

Clients and debtors

   (91,357 )   (15,948 )

Inventory

   8,985     (29,215 )

Other current assets

   30,673     (5,520 )

Increase (Decrease) in current liabilities:

    

Suppliers and creditors

   15,779     26,208  

Interest payable

   3,525     27,074  

Provision for income taxes

   30,339     8,524  

Other current liabilities

   19,366     4,076  
            

Net cash flows from operating activities

   389,462     521,371  
            

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, continued

June 30, 2007

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

 


 

     At June 30,  
     2006
ThU.S.$
    2007
ThU.S.$
 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Loans from financial institutions

   431,698     564,078  

Loans paid

   (426,038 )   (832,061 )

Bonds issue

   —       268,110  

Dividends paid

   (102,853 )   (172,466 )

Other

   (161 )   (3,310 )
            

Net cash flow from financing activities

   (97,354 )   (175,649 )
            

CASH FLOWS FROM INVESTING ACTIVITIES

    

Sales of property, plant and equipment

   161     362  

Purchase of property, plant and equipment

   (412,817 )   (320,282 )

Permanent investments

   (12 )   (163 )

Capitalized interest paid

   (16,386 )   (704 )

Other investments

   111     25  
            

Net cash flow from investment activities

   (428,943 )   (320,762 )
            

Net cash flows from operating, investing and financing activities

   (136,835 )   24,960  
            

Effect of inflation

   4,978     5,177  
            

Net decrease in cash and cash equivalents

   (131,857 )   30,137  

Initial balance of cash and cash equivalents

   338,511     184,296  
            

FINAL BALANCE OF CASH AND CASH EQUIVALENTS

   206,654     214,433  
            

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 Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30, 2006 and 2007 include the following direct and indirect subsidiaries of the Company, all of which are incorporated in Chile (except as otherwise noted).

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

(a) Organization and basis of presentation, continued

 

    

Interest of the Company

as of June 30, 2007

  

Total

June 30,

2006

Subsidiary company

  

Direct

%

  

Indirect

%

  

Total

%

  

Total

%

Agenciamiento y Servicios Profesionales S.A. (Mexico)

   —      99.99    99.99    99.99

Alto Paraná S.A. (Argentina)

   —      99.97    99.97    99.97

Arauco Denmark ApS (Denmark)

   —      99.99    99.99    99.99

Arauco Distribución S.A.

   —      99.99    99.99    99.99

Arauco Ecuador S.A. (Ecuador)

   0.10    99.89    99.99    99.99

Arauco Europe S.A. (Switzerland)

   —      —      —      99.98

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

   —      99.99    99.99    99.99

Arauco Forest Products B.V.(The Netherlands)

   —      99.99    99.99    99.99

Arauco Generación S.A.

   98.00    1.99    99.99    99.99

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

   0.06    99.93    99.99    99.99

Arauco Internacional S.A.

   98.03    1.96    99.99    99.99

Arauco Perú S.A. (Peru)

   —      99.99    99.99    99.99

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

   0.39    99.60    99.99    99.99

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

   —      99.99    99.99    99.99

Aserraderos Arauco S.A.

   99.00    0.99    99.99    99.99

Bosques Arauco S.A.

   1.00    98.93    99.93    99.93

Caif S.A. (Argentina)

   —      99.99    99.99    99.99

Controladora de Plagas Forestales S.A.

   —      61.17    61.17    54.33

Ecoboard S.A. (Argentina)

   —      99.99    99.99    99.99

Ecoresin S.A. (Argentina)

   —      99.99    99.99    99.99

Faplac S.A. (Argentina)

   —      99.99    99.99    99.99

Flooring S.A. (Argentina)

   —      60.00    60.00    60.00

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

   8.47    91.52    99.99    99.99

Forestal Arauco Guatemala S.A. (Guatemala)

   0. 12    99.87    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.

   —      97.43    97.43    97.31

Forestal Concepción S.A. (Panamá)

   —      99.99    99.99    99.99

Forestal Cono Sur S.A. (Uruguay)

   —      99.99    99.99    99.99

Forestal Los Lagos S.A.

   —      79.94    79.94    79.94

Forestal Misiones S.A. (Argentina)

   —      99.99    99.99    99.99

Forestal Valdivia S.A.

   1.00    98.93    99.93    99.93

Industrias Forestales S.A. (Argentina)

   10.00    89.99    99.99    99.99

Inversiones Celco S.L. (Spain)

   32.02    67.97    99.99    99.99

Investigaciones Forestales Bioforest S.A.

   1.00    98.93    99.93    99.93

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

   —      99.99    99.99    —  

Molduras Trupán S.A.

   1.00    98.99    99.99    99.99

Paneles Arauco S.A.

   99.00    0.99    99.99    99.99

Placas Do Parana S.A. (Brazil)

   —      99.99    99.99    99.99

Servicios Logísticos Arauco S.A.

   45.00    54.99    99.99    99.99

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

 

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Table of Contents

CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

(b) Currency records

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

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

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

 

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

 

  (i) Price-level restatement

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

 

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

 

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

 

  (ii) Changes in purchasing power

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

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

June 30

 

June 30, 2006

   123.62    3.9 %

June 30, 2007

   127.61    3.2 %

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

May 31,

 

May 31, 2006

   122.90    3.7 %

May 31, 2007

   126.43    2.9 %

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 period-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$

June 30, 2006

   18,151.40

June 30, 2007

   18,624.17

 

  (iv) Foreign currency exchange rate

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30,
    

2006

U.S.$ 1

  

2007

U.S.$ 1

Chilean peso (Ch$)

   539.44    526.86

Euro

   0.78    0.74

Argentine peso (Ar$)

   3.08    3.09

Brazilean real (R$)

   2.16    1.93

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 period 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:

 

     Period ended June 30,  
    

2006

ThU.S.$
Credit (Charge)

   

2007

ThU.S.$
Credit (Charge)

 

Assets, liabilities and equity restated by CPI

    

Shareholders’ equity of subsidiaries in Chilean pesos

   (276 )   (482 )

Property, plant and equipment, net

   162     283  

Other assets and liabilities, net

   103     12  
            

Net effect on income

   (11 )   (187 )
            

Price-level restatement of income statement accounts

   (29 )   (71 )
            

Credit (charge) to income by CPI

   (40 )   (258 )
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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:

 

     Period ended June 30,  
    

2006

ThU.S.$

Credit (Charge)

   

2007

ThU.S.$

Credit (Charge)

 

Assets restated by foreign currency

    

Trade accounts receivable

   1,460     3,083  

Other assets

   5,996     13,644  

Liabilities restated by foreign currency

    

Bank borrowings

   (1,914 )   (3,137 )

Trade accounts payable

   3,081     (1,243 )

Other liabilities

   (2,905 )   (7,922 )

Dividends payable

   1,647     (2,154 )
            

Net effect on income from foreign currency

   7,365     2,271  
            

 

(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 period-end quoted values.

 

(e) Inventories

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

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

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

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

(f) Property, plant and equipment

 

  (i) Property, plant and equipment, excluding forests

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

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

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

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

(ii) Forests

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

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

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

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

Commercial valuations are not performed on native forests.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 period-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.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 period 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.$1,321 thousand and U.S.$1,453 thousand for the period ended June 30, 2006 and 2007, respectively.

 

(l) Negative goodwill on investments

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

 

(m) Goodwill on investments

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

 

(n) Cash and cash equivalents

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

 

(o) Interest rate swaps

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

 

(p) Government grants awarded for forestry activities

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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:

 

   

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

(x) Translation of foreign subsidiaries, continued

 

   

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 period.

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 periods ended June 30, 2007 and 2006, 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 June 30, 2007, the Company’s investments in Argentina represented 7.8% of its consolidated assets, compared to 9.5% as of June 30, 2006.

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 periods covered in these consolidated financial statements.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

3. MARKETABLE SECURITIES

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

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Mutual fund units

   142,958    157,263
         

Total marketable securities

   142,958    157,263
         

 

4. TRADE ACCOUNTS RECEIVABLE

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

 

     As of June 30,  
    

2006

ThU.S.$

   

2007

ThU.S.$

 

Trade accounts receivable

   414,248     532,526  

Allowance for doubtful accounts

   (8,446 )   (8,669 )
            

Total trade accounts receivable

   405,802     523,857  
            

As of June 30, 2006 and 2007, 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 June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Finished goods (pulp)

   63,769    59,515

Finished goods (timber and panels)

   150,795    206,079

Work in progress

   9,603    16,601

Sawlogs, pulpwood and chips

   58,171    58,735

Raw material

   61,179    80,343

Forests under exploitation

   212,032    228,129

Pending imports

   1,152    4,619

Other

   20,912    25,936
         

Total inventories

   577,613    679,957
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 period-end is detailed below by class of asset:

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Buildings and other infrastructure

   2,440    2,332

Machinery and equipment

   223    185
         

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

   2,663    2,517
         

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

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Depreciation of:

     

Property, plant and equipment (excluding land and forests)

   86,056    119,591

Technical revaluation

   73    73
         

Total

   86,129    119,664
         

Accumulated depreciation was as follows:

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Accumulated depreciation of:

     

Property, plant and equipment (excluding land and forests)

   2,100,390    2,319,490

Technical revaluation

   65,177    65,323
         

Total

   2,165,567    2,384,813
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Cost of forests

   969,764    1,083,690

Commercial valuation increment

   1,331,239    1,483,769
         

Total

   2,301,003    2,567,459
         

 

7. INVESTMENTS IN RELATED COMPANIES

During the first semester of 2006 and 2007, Arauco did not make any significant investments in related companies.

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 period-end were as follows:

 

     As of June 30,
    

Percentage

Participation

  

Investment

Value

   Net income of
investee
    

2006

%

  

2007

%

  

2006

ThU.S.$

  

2007

ThU.S.$

  

2006

ThU.S.$

   

2007

ThU.S.$

Puerto de Lirquén S.A.

   20.14    20.14    23,599    25,309    1,025     1,695

Inversiones Puerto Coronel S.A.

   50.00    50.00    11,766    13,809    682     1,039

Servicios Corporativos Sercor S.A.

   20.00    20.00    1,169    1,420    235     123

Eka Chile S.A.

   50.00    50.00    27,080    26,724    (106 )   489

Dynea Brasil S.A.

   50.00    50.00    17,711    16,392    1,508     1,835
                          

Total

         81,325    83,654    3,344     5,181
                          

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

8. GOODWILL AND NEGATIVE GOODWILL

 

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

 

     As of June 30,
     2006    2007
    

Amortization for
the period

ThU.S.$

   Balance of
negative goodwill
ThU.S.$
  

Amortization

for the period

ThU.S.$

  

Balance of
negative goodwill

ThU.S.$

Forestal Cholguán S.A.

   1    —      —      —  

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

   1,862    61,373    2,033    57,406

Ecoresin S.A.

   688    6,727    6    271

Ecoboard S.A.

   394    3,849    10    148

Controladora de Plagas Forestales S.A.

   3    —      —      —  
                   

Total negative goodwill

   2,948    71,949    2,049    57,825
                   

 

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

 

     As of June 30,
     2006    2007
    

Amortization for
the period

ThU.S.$

  

Balance of
goodwill

ThU.S.$

  

Amortization for
the period

ThU.S.$

  

Balance of
goodwill

ThU.S.$

Eka Chile S.A.

   1,211    3,632    1,211    1,211

Southwoods-Arauco Lumber L.L.C.

   150    450    150    150

Forestal Los Lagos S.A.

   29    780    28    727

Norwood S.A.

   —      —      13    1,007

La Señora del Milagro S.R.L. (*)

   —      —      52    2,030
                   

Total goodwill

   1,390    4,862    1,454    5,125
                   

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

 

9. OTHER NON-CURRENT ASSETS

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

 

     As of June 30,
     2006
ThU.S.$
   2007
ThU.S.$

Recoverable taxes

   18,328    19,541

Bond issue expenses

   10,597    11,455

Discounts on bond issues

   3,051    2,828

Forestry roads

   4,397    10,629

Other

   4,450    5,214
         

Total other non-current assets

   40,823    49,667
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

10. CURRENT BANK BORROWINGS

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

 

     As of June 30,
     2006
ThU.S.$
   2007
ThU.S.$

Total outstanding

   130,217    152,955

Principal outstanding

   129,476    152,153

Weighted average annual interest rate

   5.31    5.42

Current bank borrowings were denominated as follows:

 

     As of June 30,
     2006
ThU.S.$
   2007
ThU.S.$

Obligations in foreign currency

   130,217    152,802

Obligations in local currency

   —      153
         

Total current bank borrowings

   130,217    152,955
         

 

11. CURRENT LIABILITIES

 

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

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Current portion of bonds

   34,468    135,376

Current portion of other long-term liabilities

   488    636

Trade accounts payable

   144,597    250,799

Accounts and notes payable to related parties

   3,157    5,668

Current provisions

   55,867    52,196

Sundry accounts payable and other liabilities

   60,261    68,222
         

Total

   298,838    512,897
         

 

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

 

     As of June 30,
    

2006

%

  

2007

%

Foreign currency

   57.24    64.85

Local currency

   42.76    35.15
         

Total

   100.00    100.00
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

12. BONDS

 

   Arauco had six series of Yankee Bonds and one series of Rule 144A bonds outstanding as of June 30, 2007.

 

   The balances of the bonds were as follows:

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Current

     

Yankee Bonds 1st Issue

   292    100,292

Yankee Bonds 2nd Issue

   4,834    4,834

Yankee Bonds 3rd Issue

   8,749    8,749

Yankee Bonds 4th Issue

   8,914    8,914

Yankee Bonds 5th Issue

   7,304    7,304

Yankee Bonds 6th Issue

   4,375    4,375

Rule 144 A Bonds

   —      908
         

Total current (including accrued interest)

   34,468    135,376
         

Long-term

     

Yankee Bonds 1st Issue

   100,000    —  

Yankee Bonds 2nd Issue

   225,000    225,000

Yankee Bonds 3rd Issue

   270,500    270,500

Yankee Bonds 4th Issue

   387,000    387,000

Yankee Bonds 5th Issue

   300,000    300,000

Yankee Bonds 6th Issue

   400,000    400,000

Rule 144A Bonds

   —      270,000
         

Total long-term

   1,682,500    1,852,500
         

Less total accrued interest

   34,468    35,376
         

Total principal outstanding

   1,682,500    1,952,500
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 

Rule 144A
Bonds

Issue

Issue date   Dec. 15, 1995   Oct. 3, 1997   Aug. 15, 2000   Sept. 10, 2001   Jul. 9, 2003   April 20, 2005   June 9, 2007

Authorized

Amount (nominal)

  12 years

ThU.S.$ 100,000

  12 years

ThU.S.$ 100,000

  10 years

ThU.S.$ 300,000

  10 years

ThU.S.$ 400,000

  10 years

ThU.S.$ 300,000

  10 years

ThU.S.$ 400,000

  10 years

ThU.S.$ 270,000

    20 years

ThU.S.$ 125,000

         

Authorized

Amount (outstanding)

  12 years

ThU.S.$ 100,000

  12 years

ThU.S.$ 100,000

  10 years

ThU.S.$ 270,500

  10 years

ThU.S.$ 387,000

  10 years

ThU.S.$ 300,000

  10 years

ThU.S.$ 400,000

  10 years

ThU.S.$ 270,000

    20 years ThU.S.$ 125,000          
Issue amount   12 years

ThU.S.$ 100,000

  12 years ThU.S.$ 100,000   10 years

ThU.S.$ 300,000

  10 years

ThU.S.$ 400,000

  10 years

ThU.S.$ 300,000

  10 years

ThU.S.$ 400,000

  10 years

ThU.S.$ 270,000

    20 years ThU.S.$ 125,000          

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   June 2017
Interest rate (excluding effects of any interest rate swap)   7.00%   12 years 7.20%

20 years 7.50%

  8.625%   7.75%   5.125%   5.625%   6.375%

Interest

Payment

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

 

   As of June 2007, the principal and interest amounts due with respect to these bonds were as follows:

 

Year

   ThU.S.$

2007 (*)

   135,376

2008

   —  

2009

   100,000

2010

   270,500

2011

   387,000

2013

   300,000

2015

   400,000

2017

   395,000
    

Total

   1,987,876
    

(*) This amount includes U.S.$35,376 thousand of accrued interest.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

13. ACCRUED LIABILITIES

 

  (a) Accrued liabilities were as follows:

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Accrual for staff vacations

   8,822    10,573

Plant maintenance accrual

   10,188    6,582

Standby letters of credit

   417    429

Staff severance indemnities

   2,345    1,762

Selling and other transportation costs provisions

   5,098    4,764

Electrical expense provision

   2,879    5,488

Staff salary and benefits

   5,956    2,605

Forestry activity expenses

   1,446    977

Pending monthly provisional payments

   6,544    7,565

Chlorate Plant provision

   1,343    1,726

Services and fees provision

   1,482    2,470

Other current liabilities

   7,473    7,237

Technical assistance provision

   1,874    18
         

Total accrued liabilities

   55,867    52,196
         

 

  (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 June 30,  
    

2006

ThU.S.$

   

2007

ThU.S.$

 

Balance at beginning of period

   21,456     23,380  

Provision during the period

   224     1,959  

Provision with charge to assets

   18     —    

Payments during the period

   (437 )   (259 )
            

Balance as of period-end

   21,261     25,080  
            

 

     As of June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Shown in the balance sheet as:

     

Current

   2,345    1,762

Long-term

   18,916    23,318
         

Total

   21,261    25,080
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 period-end were as follows:

 

Bank or financial institution

  

Denomination

  

As of June 30,

2006

  

As of June 30,

2007

      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.$    150,000    100,081    —      —  

Tesoro Argentino (2)

   U.S.$    835    822    278    849

Citigroup (Revolving Facility) (3)

   U.S.$    240,000    2,109    240,000    1,561

Santander Overseas Bank Inc. (4)

   U.S.$    10,800    1,508    8,400    2,715

Banco Alfa

   U.S.$    —      4,002    —      —  

Banco Alfa

   R$    228    96    152    108

Banco Itau

   R$    7,855    528    —      9,328

Banco Safra

   R$    210    112    112    126

Banco Modal

   R$    6,314    730    —      8,074

Banco Sampo

   U.S.$    8,184    3,298    4,910    3,290

Banco ABN

   U.S.$    1,454    998    485    988

International Finance Corporation

   U.S.$    5,000    69    5,000    71

Citibank

   U.S.$    —      7,018    —      —  

Banco Rio

   U.S.$    —      2,001    —      —  

Banco do Brasil

   R$    —      —      432    2,287
                      

Total long-term bank borrowings

      430,880    123,372    259,769    29,397
                      

 

   The weighted average interest rates for long-term foreign currency-denominated debt for the periods ended June 30, 2006 and 2007 were 5.90% and 5.82%, 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 June 30, 2006 and 2007 was 5.64% and 5.39%, 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 was prepaid in June 2007.

 

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30, 2006 and 2007, long-term bank borrowings, including both the current portion and interest accrued, were denominated in U.S. dollars and Brazilian reals.

 

  (c) Maturity of long-term bank borrowings

 

   As of June 30, 2007, the maturities of long-term bank borrowings payable were as follows:

 

Year

   ThU.S.$

2008

   84,251

2009

   165,718

2010 and thereafter

   9,800
    

Total

   259,769
    

 

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

 

   

The interest coverage ratio must not be less than 2.0.

 

   

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

 

   

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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.$56,828 thousand and U.S.$67,354 thousand for the periods ended June 30, 2006 and 2007, respectively. Furthermore, Arauco established provisions for U.S.$93 thousand as of June 30, 2006 and U.S.$75 thousand as of June 30, 2007, 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 June 30,  
    

2006

ThU.S.$

   

2007

ThU.S.$

 

Income tax

   (56,828 )   (67,354 )

Adjustment to prior year’s tax expense

   1,229     1,146  

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

   (93 )   (75 )

Deferred income tax

   (12,046 )   (23,128 )

Amortization of complementary accounts

   (86 )   (46 )

Other charges and credits to the account

   —       784  
            

Total Income Tax

   (67,824 )   (88,673 )
        

 

  (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 June 30, 2007 were as follows:

 

     Retained Earnings    Shareholders’
    

With

Credit

ThU.S.$

  

Without

Credit

ThU.S.$

  

Tax

Credit

ThU.S.$

Balance as of December 31, 2005

   44,720    3,189    9,159

Balance as of December 31, 2006

   181,408    2,733    36,799
              

Total

   226,128    5,922    45,958
              

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30, 2006 and 2007 Arauco recorded accumulated deferred taxes arising from temporary differences as follows:

 

     As of June 30, 2006  
     Deferred tax assets     Deferred tax liabilities  
     Current
ThU.S.$
    Long term
ThU.S.$
    Current
ThU.S.$
   Long term
ThU.S.$
 

Allowance for doubtful accounts

   2,091     146     —      —    

Deferred revenues

   992     114     —      —    

Accrual for staff vacations

   1,328     —       —      —    

Production costs

   —         8,081    —    

Value difference and property, plant and equipment depreciation

   —       —       610    126,965  

Capitalized expenses

   —       —       9,184    15,855  

Obsolescence reserve

   632     —       —      —    

Debt issue and project expenses

   —       —       —      3,054  

Staff severance indemnities

   2,199     1,127     —      —    

Tax loss carry forwards

   2,949     24,756     —      —    

Property, plant and equipment valuation

   —       30,049     —      3,713  

Accrual for contingencies

   253     138     —      —    

Plant maintenance accrual

   1,275     —       —      —    

Argentine peso devaluation

   1,972     —       —      —    

Other

   5,182     810     883    1,684  

Leasing assets

   130     1,043     405    1,082  

Sales provision

   2,889     —       —      —    
                       

Total

   21,892     58,183     19,163    152,353  
                       

Complementary accounts, net of accumulated amortization (1)

   (2,719 )   (4,475 )   —      (5,154 )

Valuation provision

   —       (5,923 )   —      —    
                       

Total

   19,173     47,785     19,163    147,199  
                       

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

15. INCOME TAXES, continued

 

  (c) Deferred taxation, continued

 

     As of June 30, 2007  
     Deferred tax assets     Deferred tax liabilities  
     Current
ThU.S.$
    Long term
ThU.S.$
    Current
ThU.S.$
   Long term
ThU.S.$
 

Allowance for doubtful accounts

   3,035     345     —      —    

Deferred revenues

   90     70     —      —    

Accrual for staff vacations

   1,550     —       —      —    

Production costs

   —       —       9,458    —    

Capitalized expenses

   —       —       9,367    20,568  

Value difference and property, plant and equipment depreciation

   —       —       482    174,851  

Staff severance indemnities

   3,010     1,207     —      —    

Debt issue and project expenses

   —       —       —      5,337  

Obsolescence reserve

   365     —       —      —    

Accrual for contingencies

   447     1,396     —      —    

Tax loss carry-forwards

   2,719     32,205     —      —    

Property, plant and equipment valuation

   —       560     —      8,537  

Plant maintenance accrual

   680     —       —      —    

Other

   5,435     993     495    1,794  

Leasing assets

   130     899     1,148    770  

Sales provision

   2,992     —       —      —    

Existence value

   993     223     —      —    
                       

Total

   21,446     37,898     20,950    211,857  
                       

Complementary accounts, net of accumulated amortization (1)

   (2,719 )   (38 )   —      (6,616 )

Valuation provision

   —       —       —      —    
                       

Total

   18,727     37,860     20,950    205,241  
                       

(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.$93 thousand during the period ending June 30, 2006 and received forestry grants of U.S.$77 thousand during the period ending June 30, 2007.

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

17. ASSETS AND LIABILITIES DENOMINATED IN LOCAL AND FOREIGN CURRENCY

 

   As of each period-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 period-end.

 

    

Currency

   At June 30,
       

2006

ThU.S.$

  

2007

ThU.S.$

Assets

        

Current Assets:

        

Cash and banks

   U.S.$    12,997    7,950

Cash and banks

   Ch$    3,801    5,762

Cash and banks

   Ar$    4,393    6,573

Cash and banks

   R$    290    236

Cash and banks

   Euro    1,487    4,579

Cash and banks

   Mx$    2,668    1,431

Cash and banks

   Other currencies    553    1,598

Time deposits and marketable securities

   U.S.$    105,090    120,653

Time deposits and marketable securities

   Ch$    9,060    4,120

Time deposits and marketable securities

   R$    28,964    24,113

Time deposits and marketable securities

   Euro    35,962    34,624

Time deposits and marketable securities

   Ar$    6    6

Trade accounts receivable

   U.S.$    294,709    427,288

Trade accounts receivable

   Ch$    35,097    46,400

Trade accounts receivable

   Ar$    15,810    7,199

Trade accounts receivable

   R$    29,055    25,036

Trade accounts receivable

   Euro    22,532    8,653

Trade accounts receivable

   Mx$    3,726    4,768

Trade accounts receivable

   Other currencies    4,873    4,513

Other accounts receivable

   U.S.$    10,651    21,549

Other accounts receivable

   Ch$    23,333    39,242

Other accounts receivable

   Ar$    7,271    16,726

Other accounts receivable

   R$    1,824    1,335

Other accounts receivable

   Euro    1,830    6,594

Other accounts receivable

   Mx$    580    1,222

Other accounts receivable

   Other currencies    261    567

Inventories

   U.S.$    557,830    671,026

Inventories

   Ch$    19,783    8,931

Other current assets

   U.S.$    87,652    118,633

Other current assets

   Ch$    40,496    81,572

Other current assets

   Ar$    22,858    20,794

Other current assets

   R$    2,468    4,088

Other current assets

   Mx$    1,352    1,152

Other current assets

   Euro    3,055    119

Other current assets

   Other currencies    2,421    938
            

Total current assets

      1,394,738    1,729,990
            

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

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

 

    

Currency

   At June 30,
       

2006

ThU.S.$

  

2007

ThU.S.$

Property, plant and equipment and other assets:

        

Property, plant and equipment

   U.S.$    5,694,346    6,117,594

Property, plant and equipment

   Ch$    15,502    21,897

Other assets

   U.S.$    37,416    56,779

Other assets

   Ch$    12,574    10,040

Other assets

   Ar$    20,070    24,842

Other assets

   R$    573    990

Other assets

   Mx$    —      43

Other assets

   Other currencies    38    26
            

Total property, plant and equipment and other assets

      5,780,519    6,232,211
            

Total assets

      7,175,257    7,962,201
            
     Currency    At June 30,
       

2006

ThU.S.$

  

2007

ThU.S.$

Liabilities

        

Current liabilities:

        

Current bank borrowings

   U.S.$    130,217    152,802

Current bank borrowings

   Ch$    —      153

Current portion of long-term bank borrowings

   U.S.$    123,035    9,474

Current portion of long-term bank borrowings

   R$    337    19,923

Current portion of bonds

   U.S.$    34,468    135,376

Notes and trade accounts payable

   U.S.$    41,013    77,812

Notes and trade accounts payable

   Ch$    81,763    154,635

Notes and trade accounts payable

   Euro    2,390    8,268

Notes and trade accounts payable

   Mx$    460    2,014

Notes and trade accounts payable

   Other currencies    746    123

Notes and trade accounts payable

   R$    354    24

Notes and trade accounts payable

   Ar$    17,871    7,923

Other current liabilities

   U.S.$    29,645    15,606

Other current liabilities

   Ch$    52,281    71,298

Other current liabilities

   Euro    494    174

Other current liabilities

   Other currencies    539    123

Other current liabilities

   R$    19,280    24,424

Other current liabilities

   Ar$    16,878    14,465

Other current liabilities

   Mx$    656    632
            

Total current liabilities

      552,427    695,249
            

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

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

 

          At June 30,
     Currency   

2006

ThU.S.$

  

2007

ThU.S.$

Long-term liabilities:

        

Long-term bank borrowings

   U.S.$    416,273    259,073

Long-term bank borrowings

   R$    14,607    696

Bonds

   U.S.$    1,682,500    1,852,500

Other long-term liabilities

   U.S.$    16,284    25,214

Other long-term liabilities

   Ch$    97,109    144,950

Other long-term liabilities

   Other currencies    6    1

Other long-term liabilities

   R$    48,665    52,528

Other long-term liabilities

   Ar$    7,710    21,528

Other long-term liabilities

   Mx$    148    125
            

Total long-term liabilities

      2,283,302    2,356,615
            

Total liabilities

      2,835,729    3,051,864
            

 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

 

          As of June 30,     

Company

  

Relationship

   2006
ThU.S.$
  

2007

ThU.S.$

   Transaction

(a) Current assets

           

Eka Chile S.A.

   Affiliate    2,200    4,148    Accounts receivable

CMPC Maderas S.A.

   Indirect    20    24    Accounts receivable

Dynea S.A.

   Indirect    —      1,943    Accounts receivable

Forestal Mininco S.A.

   Indirect    5    —      Accounts receivable

Fundación Educacional Arauco

   Affíliate    133    —      Accounts receivable
               

Total current assets

      2,358    6,115   
               

(b) Current liabilities

           

Compañía de Petróleos de Chile Copec S.A.

   Affiliate of Shareholder    638    2,227    Accounts payable

Puerto de Lirquén S.A.

   Affiliate    505    864    Accounts payable

Fantoni S.P.A.

   Indirect    1,532    1,623    Accounts payable

Abastible S.A.

   Indirect    171    235    Accounts payable

Servicios Corporativos Sercor S.A.

   Indirect    16    8    Accounts payable

Sigma S.A.

   Indirect    —      4    Accounts payable

Cía. Puerto de Coronel S.A.

   Affiliate    292    333    Accounts payable

Cía. Sudamericana de Vapores S.A.

   Indirect    —      294    Accounts payable

Forestal del Sur S.A.

   Indirect    —      3    Accounts payable

Adm. de Est. de Serv. Serco S.A.

   Indirect    —      3    Accounts payable

Entel S.A.

   Indirect    3    11    Accounts payable

CMPC Celulosa S.A.

   Indirect    —      1    Accounts payable

Fundación Educacional Arauco

   Affiliate    —      62    Accounts payable
               

Total current liabilities

      3,157    5,668   
               

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

During the periods ended June 30, 2006 and 2007, Arauco had the following related party transactions, higher than U.S.$200 thousand, that affected net income:

 

    

Purchases (sales)

Period ended June 30,

 
     2006
ThU.S.$
   

2007

ThU.S.$

 
(a) Compañía de Petróleos de Chile Copec S.A.:     
      Purchases of fuel    13,043     22,422  
(b) Puerto de Lirquén S.A.:     
      Port services    1,149     3,635  
(c) Abastible S.A.:     
      Purchases of fuel    933     1,742  
      Other sales    (327 )   —    
(d) Cía. Puerto de Coronel S.A:     
      Stockpiling services    918     2,528  

(e) Portaluppi, Guzmán y Bezanilla Abogados:

      Legal advice

   408     599  
(f) Eka Chile S.A.:     
      Purchase of sodium chlorate    8,367     18,232  
      Electricity sale    (10,504 )   (10,135 )
(g) Forestal del Sur S.A.:     
      Purchase of wood and timber    911     1,286  
      Sales of chips    (1,760 )   (2,698 )
(h) CMPC Celulosa S.A.:     
      Sales timber    (1,346 )   (463 )
      Purchase timber    949     —    
i) Cía. Sud Americana de Vapores S.A.:     
      Freight services    —       5,018  
(j) CMPC Maderas S.A.:     
      Purchase timber    1,469     713  
(k) Dynea Brasil S.A.:     
      Purchase of chemical products    6,836     15,112  
      Purchase of melamine paper    2,820     8,927  
      Services    —       (234 )
      Other sales    (183 )   (208 )
(l) Forestal Mininco S.A.:     
      Sales timber    (1,180 )   —    
(m) Sodimac S.A.:     
      Sales timber    (25,325 )   (29,270 )

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

18. BALANCES AND TRANSACTIONS WITH RELATED PARTIES, continued

 

    

Purchases (sales)

Period ended June 30,

 
     2006
ThU.S.$
    2007
ThU.S.$
 
(n) Cenelca S.A.:     
      Purchase of electricity    231     —    

(o) Codelco Chile:

      Other purchases

   145     436  
(p) Colbún S.A.:     
      Sales of electricity    (137 )   (1,683 )
(q) Entel S.A.:     
      Other purchases    170     303  

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 the issuance of Rule 144A Bonds dated as of June 9th, 2007 for the amount of US$270.000.000 due in June, 2017.

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

Trials or other legal proceedings

 

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

 

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

The Company answered the charges before the Commission. Nevertheless, through Resolution No.387 dated May 24, 2004, the Commission resolved, among other things, to (a) fine the Company 900 Monthly Tax Units (“UTM,” a Monthly Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous month’s inflation rate) (U.S.$55 thousand at June 30, 2007) 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, Valdivia’s Department of Health Services resolved to fine Arauco 1,000 UTM (U.S.$62 thousand at June 30, 2007) and established some requirements to be fulfilled by the Company.

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

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

3) Through Resolution No. 610 dated April 15, 2004 (of which the Company received notice on April 19, 2004), Valdivia’s Department of Health Services fined Arauco 1,000 UTM (U.S.$62 thousand at June 30, 2007), due to odors at the Valdivia Plant. The Company appealed the fine in the appropriate Civil Court of Valdivia, case No. 1151-04 and obtained a favorable resolution from the Civil Court. However, Valdivia’s Department of Health Services judicially appealed the resolution in the Court of Appeals of Valdivia. The matter is currently in progress.

 

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

On January 11, 2005, Arauco filed its response, and through Resolution No. 182 dated March 15, 2005, COREMA resolved to sanction the Company with 800 UTM (U.S.$49 thousand at June 30, 2007), Arauco appealed that sanction on March 31, 2005 and paid 10% of the total claimed. The case is currently in progress.

 

5) Through resolution dated April 22, 2005, the Regional Ministerial Secretary of Health (the “Health SEREMI”) fined Arauco 1,000 UTM (U.S.$62 thousand at June 30, 2007), due to a fatal accident involving an employee in January 2005. The Company appealed the fine in the Second Civil Court of Valdivia, through case No. 785-2005, which is currently in progress.

 

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

Through Resolution No. 197 dated March 18, 2005, COREMA fined Arauco 1,400 UTM (U.S.$86 thousand at June 30, 2007). Arauco appealed that sanction and paid the required percentage of the total claimed. The case is currently in progress, through case No. 777-05

 

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

Through Resolution 290 dated January 26, 2005, the Superintendent of Sanitary Services fined Arauco 200 Annual Tax Units (“UTA”, an Annual Tax Unit that is a Chilean inflation-indexed, peso-denominated monetary unit which is set monthly in advance based on the previous month’s inflation rate)(U.S.$148 thousand at June 30, 2007). This Resolution was judicially appealed on February 9, 2005 in the appropriate Civil Court of Santiago, which rejected the complaint. The resolution was appealed in the Appeal Court, and the matter is currently in progress.

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

8) Several complaints have been filed with the Warranty Court of Valdivia, due to alleged violations in connection with the operations of the Valdivia Plant. All the complaints are being addressed through a single investigation. The complaints charge alleged violations set forth in Article 291 of the Penal Code, Article 136 of the Fishing Law and Article 38 of the National Monuments Law. The investigation is currently in progress in the appropriate District Attorney’s office. In the opinion of the management, based on the reports of its legal counsel, the evidence in the investigation does not credit responsibility to the Company for these events.

 

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

 

10) Through Resolution 1755 dated June 24, 2005, the Superintendent of Sanitary Services began a sanction proceeding against the Company for exceeding emissions standards regarding temperature, suspended solid waste, arsenic, total phosphorus, hexavalente chrome, molybdenum and nickel. On July 11, 2005, the Company filed its response to the Superintendent. Nevertheless, on December 26, 2005, the Superintendent resolved to sanction the Company with a fine of 400 UTA (U.S.$296 thousand at June 30, 2007). The Company has appealed the decision, and the matter is currently in progress.

 

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

 

12) As a result of a complaint regarding odors perceived by some citizens of the city of Valdivia on May 19, 2007, the Sanitary Authority initiated a sanitary investigation against Planta Valdivia. Arauco presented their responses dated May 28, 2007 and the matter is pending final resolution.

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

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

 

1) On August 23, 2004, Arauco’s Department of Health Services began a sanitation investigation based on the nuisance caused by a turpentine spill at the Arauco Plant. Through a Resolution dated November 8, 2004, Arauco’s Department of Health Services resolved to fine the Company 1,000 UTM (U.S.$62 thousand at June 30, 2007).

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, which requested that there be a definitive stay of proceedings on the case. On the other hand, the plaintiffs have demanded the enforcement of the accusation. Both matters shall be treated in court on August 16, 2007 in the Arauco Security Court. It is the opinion of the management, based on the reports of its legal counsel, that the evidence in the investigation does not credit responsibility to the Company for the events, which has been ratified by the Public Ministry’s application to suspend the matter indefinitely.

 

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

 

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

 

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

 

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

 

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Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

 

4) On December 27, 2006, a dispute was presented by relatives of Mr. Pablo Reyes Cerda, a former employee of a contracting company of the Nueva Aldea Forestry Industrial Complex, who died on November 24, 2006, relating to his alleged homicide. The State Prosecutor of Quirihue is carrying out the investigation. In the opinion of the management, based on the reports of its legal counsel, the evidence in the investigation does not credit responsibility to the Company for these matters.

 

5) In October of 2006, Mr. Héctor Manuel Rabanal Baeza filed charges with the corresponding Prosecutor for damages to private property. The complaint alleges damages were caused by operations of the Pulp Plant of the Forestry Industrial Complex of Nueva Aldea. The corresponding Prosecutor is carrying out the investigation. In the opinion of the management, based on the reports of its legal counsel, the evidence in the investigation does not credit responsibility to the Company for these matters.

 

6) According to the Inspection Records dated June 11, 2007, the Sanitary Authority requested that a Company representative present the files previously mentioned referring to an alleged event of odors ocurring on the same date. The proceeding is currently ongoing.

 

7) On March, 9 2007, Mr. Andrés Cáceres Lorca, in representation of don Eduardo Alberto Schwencke Balde and of the Hydro Power Company, submitted a claim for an alleged usurpation of the right to explore underground waters. The State Prosecutor of Quirihue is conducting the investigation. In the opinion of the management, based on the reports of its legal counsel, the evidence in the investigation does not credit responsibility to the Company for these matters.

 

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

 

1) On January 24, 2006, the Company was notified of a claim for an injunction brought by Alvaro Santa María Prieto and Alejandro Lagos Letelier in the Court of Constitucion, seeking to modify the Company’s activities in the area with respect to air quality control guidelines. In the opinion of the management, based on the reports of its legal counsel, the factual information available to us, this complaint lacks merit.

 

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

 

1) Dated June 16, 2007, a Recourse of Protection against the Company was submitted befote the Appeals Court of Talca by Mrs. Ana María Lepe Céspedes, acting as President of the Community Organization Participa on behalf of Juan Poblete and other natural individuals (file number 789-07), regarding the spill in the Celulos Plant Licancel to the Matiquito River on June 5th, 2007.

In the same recourse, it is requested an order to not innovate, in the sense of ordering to suspend the discharge of industrial liquid responses or waters in the Matiquito River or in any other waterway, superficial or underground, of the Licanten community or their sorroundings, until the corresponding authority and the Court conclude the investigation related to the case and all the necessary means are taken to prevent any damage to the environment and to the rights of the complainants. Said order of not innovating was granted by the Court on June 21, 2007 and modified on June 28, 2007.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

To the above-mentioned recourse was added another presented by Ms. Ana Maria Lepe Cespedes, also acting as President of the Community Organization Participa and on behalf of the same naturals. The recourse was presented in virtue of the rupture of ducts of which she would have had knowledge on June 19, 2007 by virtue of which a spill of industrial liquid responses would have been produced to the Mataquito River.

The Company informed the Court on July 11, requesting this resource to be denied.

 

2) On February 5, 1993 and July 21, 1994 it was requested to the General Direction of Waters (DGA) on behalf of the antecesor in the case of the Planta de Celulosa Licancel (Licancel S.A.) authorization for the construction of corresponding projects to the fluent lagoon (Effluent Treatment Dam), the fresh water lagoon (Regulation for the storage of Water), botocama (projects for capturing waters) and the difuser (projects for the difusion of effluents) of said plant. After a long process that included the interposition of a resource of reconsideration, the applications were denied dated as of June 19, 2007 (Resolution 1415). In the above referenced matter, a resource was presented on July 19, 2007 requesting before the respective Appeals Court that, amongst other aspects, Resolution 1415 dated June 19, 2007 to be reversed.

 

3) According to the Inspection Act number 996 dated June 9, 2007, signed by Mr. Hector Leal Núñez, functionary of the Health SEREMI of the VII Region of the Maule, in consideration of the sanitary risk and the inminent health danger for the population, the functioning of the Celulosa Plant Licancel was prohibited as an emergency preventative measure. This suspension was ratified by resolution N° 1281 of June 12, 2007 of the Health SEREMI of the mentioned Region, that indicates that the suspension period will be of thirty business days and/or until said Sanitary Authority declares that there is no sanitary risk and imminent danger for the health of the population and the Company has solved the infractions to the sanitary and environmental norms to date. The Company’s responses, in relation to the sanitary Indictment (RIT Nº 472-2007) initiated in virtue of the above-mentioned Inspection Act were presented dated June 15, 2007.

 

4) By the Inspection Act Nº 3851 dated as of June 5, 2007 the Sanitary Authority of the Maule Region initiated a sanitary Indictment regarding the death of fish in the Matiquito River detected on June 5, 2007 that was attributed to spilling of industrial liquids from the Licancel Plant. The Company presented its responses at the Lincancel Office of the Health SEREMI of the Maule Region dated June 12, 2007.

 

5) According to the Inspection Act number 1143 of June 5, 2007, the Sanitary Authority intiated a sanitary indictment (Rit 499-2007), due to the confirmation that on the level of the discharge sector of the industrial liquid treatment pool there was a quote difference of 0.40 meters in the past 24 hours. The responses of the Company were presented on June 20 to the Health SEREMI of the de Maule Region.

 

6) The Sanitary Indictment (Rit 489-2007) initiated by the Sanitary Authority, according to the Inspection Act number 1150 of June 18, 2007 was initiated regarding leaking of industrial liquid on the ground and the draining to the Louders Channel and the Mataquito River, the creation of chip movement in the collection area and movement of these to such patio since it would result in an infraction to the current operational prohibitions.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

Responses were presented on June 22, 2007, date of the citation, and date on which investigations were also conducted resulting in the need for new factual declarations.

 

7) Sanitary Indicment (Rit Nº 535-2007) initiated by the Sanitary Authority, according to the Inspection Act No 1153 dated June 21, 2007, regarding the funcioning of a Black Liquor (Licor Negro) pool that would infringe the current operational prohibitions, disposing the immediate detention of the process and if necessary, the withdrawal and moving of the product, preventing any effect on the community, enviroment or workers health. The Company presented its responses but on July 13 the Health SERMI imposed a fine for 1000 UTM and kept the functioning prohibition for a total of 60 business days until they obtain a favorable report from the Sanitary Authority. On July 20, 2007 Arauco presented a reposition resource to the Health SEREMI of the Maule Region with the purpose of leaving the July 13 resolution without effect.

 

8) Pursuant to Resolution N° 1768, dated June 7, 2007, the Superintendency of Sanitary Services ordered the Company, amongst other things, the suspension of discharges to the Lincancel Plant to Mataquito River until, given the permanent compliance of the corresponding norms governing the discharges, said Superintendent authorizes to proceed with the discharges.

 

9) Pursuant to Resolution N° 1828 dated June 13, 2007, the Sanitary Services Superintendent initiated an administrative sanctioning process against the Company regarding the surpassing of the maximum levels allowed for the pH parameters and suspended solids. The Company presented its responses within the time established in the resolution, which was June 25, 2007.

Pursuant to a resolution dated June 26, 2007 the Sanitary Services Superintendent resolved to amplify the charges included in resolution 1828. 17.

Arauco presented its respective responses dated as of July 17, 2007.

 

10) The Public Ministery initiated an investigation related to the death of fish above-mentioned, to which complaints presented by both public and private entibies were accumulated. The investigation is being led by part of the prosecutor’s office of Licanten (Ruc 0700427552-1).

According to the Inspection Act Nº 1155, dated July 10, 2007, the black liquor pool had been functioning; however, the movement of trucks with pieces of pine during the loading and unloading process would have been observed, and the presence of loaded trucks in the sector west of the aviation field would have also been observed. Pursuant to this, the Company was requested to present their responses regarding the sanitary indictment, which was done on July 20, 2007.

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

19. CONTINGENCIES AND COMMITMENTS, continued

Other contingencies

The Electricity and Fuel Superintendent imposed sanctions on Arauco’s subsidiary Arauco Generación S.A. for alleged deficiencies in the Central Interconnected System. Arauco Generación S.A. is appealing these sanctions in the Court of Justice and with the Superintendent, and the matter is currently pending resolution. The amounts of the fines in question reach Ch$113,594 thousand (U.S.$217 thousand), and have been recorded in the consolidated financial statements.

As of June 30, 2007, the Company was not involved in any other court proceedings or any other legal actions that could significantly affect its financial, economic or operational conditions.

Restrictions

 

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

The minimum financial restrictions are:

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

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

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

Arauco’s Argentine subsidiary Alto Paraná S.A., due to its obligations with Rule 144A, must comply with the following ratios:

(i) the total financial liabilities (excluding Rule 144A 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 Rule 144A cannot be less than 1.75.

Both Arauco and its subsidiary Alto Paraná S.A. have complied with these restrictions as of June 30, 2007.

 

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

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

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

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

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

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 periods ended June 30, 2006 and 2007 are as follows:

 

June 30, 2006

  

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

Period

ThU.S.$

   

Total

ThU.S.$

 

Balance as of December 31, 2005

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

Prior year income allocation

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

Dividend paid

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

Forestry reserve

   —      —      (83,416 )   —       —       —       (83,416 )

Forestry reserve of consolidated subsidiaries to subsidiaries

   —      —      (783 )   —       —       —       (783

)

)

)

Conversion adjustment related to subsidiaries

   —      —      (3,295 )   —       —       —       (3,295 )

Net income for the period

   —      —      —       —       —       267,857     267,857  
                                        

Balance as of June 30, 2006

   347,551    5,625    1,388,410     2,317,030     —       267,857     4,326,473  
                                        

 

June 30, 2007

  

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

Period

ThU.S.$

   

Total

ThU.S.$

 

Balance as of December 31, 2006

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

Prior year income allocation

   —      —      —       619,421     —       (619,421 )   —    

Dividend paid

   —      —      —       (260,231 )   89,758     —       (170,473 )

Forestry reserve

   —      —      (88,111 )   —       —       —       (88,111 )

Forestry reserve of consolidated subsidiaries to subsidiaries

   —      —      (850 )   —       —       —       (850 )

Conversion adjustment related to subsidiaries

   —      —      2,191     —       —       —       2,191  

Adjustment of the previous year related to subsidiaries

   —      —      —       (22,241 )   —       —       (22,241 )

Net income for the period

   —      —      —       —       —       346,269     346,269  
                                        

Balance as of June 30, 2007

   347,551    5,625    1,544,966     2,653,979     —       346,269     4,898,390  
                                        

The number of shares authorized, issued and outstanding as of June 30, 2006 and 2007 was 113,152,446. The Company’s shares are of a single series without a fixed nominal value.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

21. OTHER NON-OPERATING INCOME

Other non-operating income was as follows:

 

     As of June 30,
     2006
ThU.S.$
   2007
ThU.S.$

Indemnity for forests acquired

   —      2,556

Reimbursement of customs duties

   2,606    2,600

Rental income

   125    628

Insurance recoveries

   261    388

Sale of materials and others

   10    117

Utility other sales

   66    938

Tax reimbursement

   86    211

Gain on sale of fixed assets

   221    —  

Other income

   1,684    1,710
         

Total other non-operating income

   5,059    9,148
         

 

22. OTHER NON-OPERATING EXPENSES

Other non-operating expenses were as follows:

 

     As of June 30,
     2006
ThU.S.$
   2007
ThU.S.$

Other depreciation and amortization

   291    400

Write-off of damaged forest

   406    2,246

Donations

   266    373

Project expenses

   495    1,131

Provision for uncollectible accounts receivable

   376    229

Legal expenses

   92    114

Taxes

   1,878    1,706

Sales expenses adjustment for the previous year

   118    1,545

Write-off of inventory

   244    617

Services and honoraries

   —      405

Fines

   —      330

Other expenses

   2,110    2,991

Indemnities

   136    8
         

Total other non-operating expenses

   6,412    12,095
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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 June 30,  
    

2006

ThU.S.$

  

2007

ThU.S.$

 

Alto Paraná S.A.

   196    170  

Forestal Arauco S.A.

   1,719    1,840  

Forestal Cholguán S.A.

   4,837    5,083  

Controladora de Plagas Forestales S.A.

   201    172  

Forestal Los Lagos S.A.

   4,824    4,838  

Flooring S.A.

   1,278    (156 )
           

Total

   13,055    11,947  
           

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

 

     As of June 30,  
    

2006

ThU.S.$

   

2007

ThU.S.$

 

Alto Paraná S.A.

   (8 )   (6 )

Forestal Arauco S.A.

   (38 )   (24 )

Forestal Cholguán S.A.

   (98 )   (80 )

Controladora de Plagas Forestales S.A.

   (20 )   16  

Forestal Los Lagos S.A.

   133     59  

Flooring S.A.

   32     266  
            

Total

   1     231  
            

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS

From the Chilean Securities Commission

During the periods ended June 30, 2007 and 2006, neither the Company nor any of its Directors or Executives has received sanctions from the Chilean Securities Commission.

From other administrative authorities

 

1)

Through Resloution Nº 177, dated February 15, 2007, the COREMA of the 10th Region, resolved to initiate proceedings against Celulosa Arauco y Constitución S.A., in connection with the project Definitive Works of the Emergency Spills Lagoon of the Valdivia Plant.

The proceedings started by virtue of a potential breach of contract with regard to certain conditions established in the COREMA Resolution Nº 763 that environmentally affected the above-referenced project. The breach would be related to the volume of outflows reaching the lagoon upon completion of the Tracking Plan of the project, the maintenance of a given volume of water in this lagoon and the Monitoring Plan that applies to it.

The Company presented its response on March 2, 2007. However, through Resolution Nº 467 dated June 13, 2007, COREMA resolved to sanction the Company.

 

2) According to the Inspection Act Nº 235 of September 25, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the company, investigating whether the monitoring system for TRS gases from their clay ovens and boilers has the necessary Sanitary Authority approval required by DS 167. The company presented its responses, following the investigatory proceedings. However, pursuant to Sanitary Sentence Nº 72 of April 3, 2007, the SEREMI of the Seventh region resolved to sanction the Company.

 

3)

According to Inspection Act Nº 670 of September 14, 2006, the Sanitary Authority of the Seventh Region began a sanitary investigation against the company, investigating whether the monitoring system for TRS gases required by DS 167 has the required approval. The company appropriately presented its responses. Regardless, due to Sanitary Sentence Nº 71 dated April 3, 2007, the SEREMI of the 7th region resolved to sanction the Company.

 

4) As a result of a complaint regarding odors perceived by a group of citizens in the city of Valdivia on May 19, 2007, the Sanitary Authority initiated a sanitary investigation against Planta Valdivia. Arauco presented their responses dated May 28, 2007 and the matter is pending final resolution.

 

5) According to the Inspection Act of June 11 2007, the Sanitary Authority requested a representative of the New Planta Aldea of the Company with the purpose of presenting the files refering to an alleged event of odors that ocurred on the same date. The matter is pending final resolution.

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS, continued

 

6) According to the Inspection Act number 996 dated June 9, 2007, signed by Mr. Hector Leal Núñez, functionary of the Health SEREMI of the Seventh Region of the Maule, in consideration of the sanitary risk and the inminent health danger for the population, the functioning of the Celulosa Plant Licancel was prohibited as an emergency preventative measure. This suspension was ratified by resolution N° 1281 of June 12, 2007 of the Health SEREMI of the mentioned Region, that indicates that the suspension period will be of thirty business days and/or until said Sanitary Authority declares that there is no sanitary risk and imminent danger for the health of the population and the Company has solved the infractions to the sanitary and environmental norms to date. The Company’s responses, in relation to the sanitary Indictment (RIT Nº 472-2007) initiated in virtue of the above-mentioned Inspection Act were presented as of June 15, 2007.

 

7) By the Inspection Act Nº 3851 dated as of June 5, 2007 the Sanitary Authority of the Maule Region initiated a sanitary Indictment regarding the death of fish in the Mataquito River detected on June 5, 2007 that was attributed to spilling of industrial liquids from the Licancel Plant. The Company presented its responses at the Licancel Office of the Health SEREMI of the Maule Region dated June 12, 2007.

 

8) According to the Inspection Act number 1143 of June 5, 2007, the Sanitary Authority intiated a sanitary Indictment (Rit 499-2007), due to the confirmation that on the level of the discharge sector of the industrial liquid treatment pool there was a quote difference of 0.40 meters in the past 24 hours. The responses of the Company were presented on June 20 to the Health SEREMI of the de Maule Region.

 

9) The Sanitary Indictment (Rit 489-2007) initiated by the Sanitary Authority, according to the Inspection Act number 1150 of June 18, 2007 was initiated regarding leaking of industrial liquid on the ground and the draining to the Louders Channel and the Mataquito River, the creation of chip movement in the collection area and movement of these to such patio which would result in an infraction to the current operational prohibitions.

Requested to present responses, these were presented on June 22, date of the citation, in which also research was completed and new antecedents were required.

 

10) Sanitary Indicment (Rit Nº 535-2007) initiated by the Sanitary Authority, according to the Inspection Act No 1153 dated June 21, 2007, regarding the funcioning of a Black Liquor (Licor Negro) pool that would infringe the current operational prohibitions, disposing the immediate detention of the process and if necessary, the withdrawal and moving of the product, preventing any effect on the community, enviroment or workers health. The Company presented its responses but on July 13 the Health SERMI imposed a fine for 1000 UTM and kept the functioning prohibition for a total of 60 business days until they obtain a favorable report from the Sanitary Authority. On July 20, 2007 Arauco presented a reposition resource to the Health SEREMI of the Maule Region with the purpose of leaving the July 13 resolution without effect. .

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS, continued

 

11) Pursuant to Resolution N° 1828 dated June 13, 2007, the Superintendent of Sanitary Services initiated an administrative sanctioning process against the Company regarding the exceeding of the maximum levels allowed for the pH parameters and suspended solids. The Company presented its responses within the time established in the resolution, which was June 25, 2007.

Pursuant to a resolution dated June 26, 2007 the Sanitary Services Superintendent resolved to amplify the charges included in resolution 1828. The respective responses were presented on July 17.

 

12) According to the Inspection Act Nº 1155, dated July 10, 2007, the black liquor pool had been functioning; however, the movement of trucks with pieces of pine during the loading and unloading process would have been observed, and the presence of loaded trucks in the sector west of the aviation field would have also been observed. Pursuant to this, the Company was requested to present their responses regarding the sanitary indictment, which will be completed in the corresponding opportunity.

 

13) Pursuant to resolution Nº 69 dated March 30, 2007, the Health SEREMI of the Maule Region, applied a fine of 200 UTM to the Company, for an infraction in the sanitary and environment conditions in certain work places in the Constitition Plant.

 

14) Pursuant to resolution Nº 705/8063, notified to the Company on April 12, 2007, the Consitutional Inspection of Communal Labor applied a fine of 140 UTM for an infraction to the Labor Code. The fine was appealed to the Talca Labor Court and the proceding is currently in progress.

 

15) Pursuant to resolution 7942/07/012-1, dated February 2, 2007, the Labor Inspection of Valdivia applied a fine equivalent to 21 UTM to the Company for an infraction to certain laboral security conditions in the Valdivia Plant.

 

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

 

17) Through Exempt Resolution No. 0250 dated April 1, 2004, the Environmental Regional Commission (“COREMA”) opened an investigation in connection with some alleged violations of environmental regulations pursuant to Resolution of Environmental Description No. 279-1998 by the Valdivia Project. The Company answered the charges before the Commission. Nevertheless, through Resolution No.387 dated May 24, 2004, the Commission resolved, among other things, to (a) fine the Company 900 Monthly Tax Units 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).

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS, continued

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.

 

18) 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, Valdivia’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, who by definite sentence dated September 2, 2006 rejected the claim, and it was appealed to the Valdivia Court of Appeals. On June 4, 2007, the latter court resolved to partially accept the appeal, thus reducing the fine to a final amount of 200 UTM.

However, the Health Service of Valdivia, now known as the Sanitary Authority, deduced a recourse, which shall be decided by the Supreme Court.

 

19) 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 obtained a favorable resolution from the Civil Court. However, Valdivia’s Department of Health Services judicially appealed the resolution in the Court of Appeals of Valdivia. The Court of Valdivia revoked the failure of first instance ratifying the precedence of the fines on June 30, 2006., failure against which abrogation was recurred to the Supreme Court, Rol Nº 3743-2006. The matter is currently in progress.

 

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

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

 

21) 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.

 

22) Through Resolution No. 17 dated January 18, 2005, COREMA began sanction proceedings against the Company due to an alleged increase in the capacity of the plant, an increase of additional discharge waters into the Cruces River, a lack of compliance with the quality and emission guidelines for fluid waste, a lack of compliance with the required measurement of TRS gas and a lack of compliance with other measurement parameters. The Company filed its appeal last January 31, 2005. Through Resolution No. 197 dated March 18, 2005, COREMA fined Arauco 1,400 UTM. Arauco appealed that sanction and paid the required percentage of the total claimed. The case is currently in progress under the Civil Court of Puerto Montt.

 

55


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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS, continued

 

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

Through Resolution 290 dated January 26, 2005, the Superintendent of Sanitary Services fined Arauco 200 Annual Tax. 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.

 

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

 

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

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

 

26) Through resolution Nº 1114 dated June 30, 2005, the Superintendency of Electricity and Fuel applied a fine of 70 UTA to Arauco Generation S.A., for the interruption of electricity that affected the Central Intercommunication System on November 7, 2003. This fine is being appealed to said Superintendency.

 

27) The Commission of Electricity and Fuels, in Exempt Resolution No. 809 dated April 27, 2004, 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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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

24. SANCTIONS, continued

 

28) The Superintendency of Electricity and Fuel, through Resolution Nº 633, dated April 27, 1999 applied an administrative fine to Arauco Generation S.A., for deficiencies presented in the Interconected Central System and the CDEC-SIC, for a total of 500 UTM, which is being appealed to the Appeals Court in Santiago.

 

29) Through Resolution Nº 331 dated May 8 1998, theSuperintendency of Electricity and Fuel applied a fine of 300 UTM to Arauco Generation S.A., for faults to the electric system ocurred on October 13, 1997. This fine was appealed to the Appeals Court of Santiago. The appeal was rejected on July 2007 leaving the fine which was paid on July 9, 2007.

 

30) Through resolution Nº 741 dated April 26, 2000, the Superintendency of Electricity and Fuel applied a fine of 100 UTA to Arauco Generation S.A., for the interruption of electricity that affected the Central Intercommunication System on July 14, 1999. This fine is being appealed to said Superintendency.

 

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 periods ended June 30, 2006 and 2007 were U.S.$1,249 thousand and U.S.$1,168 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 June 30,
    

2006

ThU.S.$

  

2007

ThU.S.$

Underwriters commission

   5,116    5,475

Stamp tax

   3,865    4,076

Repayment of bonds

   2,467    1,993

Legal advice

   1,623    1,767

Printing costs

   63    80

Risk evaluation

   43    300

Other

   240    592
         

Total bond issue costs

   13,417    14,283
         

 

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CELULOSA ARAUCO Y CONSTITUCION S.A.

AND SUBSIDIARIES

Unaudited Notes to the Consolidated Financial Statements

June 30, 2007

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

 


 

26. CASH FLOW

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

 

Investment Flows

   Currency    Amount    Affected Flow

Property, plant and equipment investment

   U.S.$    16,30 million    2007

Pulp mill Investment project

   U.S.$    73,00 million    2007
   U.S.$    8,30 million    2008
   U.S.$    3,80 million    2009

 

27. ENVIRONMENTAL

The following current and future expenditures related to the improvement of or investment in product processes designed to protect the environment were made during the period ended June 30, 2007.

 

   

Activities of monitoring, analysis and treatments of gases and effluents. Spent: U.S.$60,3 million (U.S.$22.5 million in 2006). Estimated future cost: U.S.$54,0 million (U.S.$57.1 million in 2006).

 

   

Payment related to environmental protection as a consequence of the Nueva Aldea Project (formerly named the Itata Mill project). US$6.4 million in 2006. Estimated future cost: US$975 thousand in 2006.

 

   

Payment related to the construction of ducts for the discharge of effluents in the Nueva Aldea Mill, the Valdivia Mill and the Constitución Mill. Spent: US$21,4 million. Estimated future cost: US$18,6 million.

 

   

Project to improve the evacuation of water and effluent treatment of the Paneles Mill. Spent: U.S.$690 thousand (U.S.$451 thousand in 2006). Estimated future cost: U.S.$600 thousand (U.S.$450 thousand in 2006).

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 June 30, 2007 these subsidiaries paid U.S.$222 thousand (U.S.$156 thousand in 2006) in relation to the system and anticipate that an additional U.S.$243 thousand (U.S.$110 thousand in 2006) will be spent.

 

28. SUBSEQUENT EVENTS

No event has occurred since June 30, 2007 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

Arauco is a group of industrial, forestry and commercial companies owned by the chilean corporation Celulosa Arauco y Constitución S.A.

In Chile, Arauco owns the country’s largest area of forest plantations, mostly of radiata pine and eucalyptus. It also owns forest plantations in Argentina, Brazil and Uruguay.

Arauco has an annual production capacity of 3 million tonnes of Kraft pulp, 2.3 million m3 of wood panels, 3.8 million m3 of sawn timber and 514 thousand m3 of remanufactured wood products.

Its wide international reach is the result of sustained industrial growth and a significant increase in its pro duct lines which has been the hallmark of Arauco’s growth in recent years.

KEY FIGURES

 

US$ Millon

  

Q2

2006

   

Q1

2007

   

Q2

2007

   

Q2/07

vs

Q2/06

   

Q2/07

vs

Q1/07

   

As of June

2006

   

As of June

2007

   

2007

vs

2006

 

Sales

   689     804     885     28,5 %   10,1 %   1.329     1.689     27,1 %

Gross Margin

   342     385     414     21,1 %   7,5 %   639     799     25,0 %

Operating income

   213     245     266     25,0 %   8,6 %   382     510     33,6 %

EBITDA (1)

   271     328     352     29,5 %   7,0 %   506     680     34,4 %

Net income

   155     165     181     16,8 %   10,0 %   268     346     29,3 %

CAPEX

   261     189     131     -49,7 %   -30,9 %   413     320     -22,4 %

Net Financial Debt

   2.195     2.167     2.216     0,9 %   2,2 %   2.195     2.216     0,9 %

Capitalization (2)

   6.728     7.272     7.328     8,9 %   0,8 %   6.728     7.328     8,9 %

EBITDA Margin

   39,4 %   40,9 %   39,7 %       38,1 %   40,3 %  

ROCE

   10,1 %   10,8 %   11,5 %       9,1 %   11,1 %  

(1) EBITDA = Operating Income + Depreciation + Stumpage
(2) Capitalization = Financial Debt + Equity (includes Forestry Reserve)

 

2

Summary

  

3

Consolidated Income Statement Analysis

  

7

Consolidated Balance Sheet Analysis

  

8

Key

Ratios

  

9

Second Quarter Events

  

11

Financial Statements

              


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

Summary of Second Quarter Results

Q2 2007 vs Q2 2006 review:

 

 

Arauco’s consolidated sales reached U.S.$885 million during the second quarter of 2007, an increase of 28.5% over the U.S.$689 million obtained in the second quarter of 2006. The increase in consolidated sales is the result of a strong increase in sales of pulp explained by higher sales volume coming from the start-up of the Nueva Aldea Pulp Mill, and by a better market pulp price scenario. This increase in sales of market pulp was followed by higher sales of energy, panels and sawn timber respectively.

 

 

During the second quarter of 2007 consolidated EBITDA reached U.S.$352 million, an increase of 29.5% compared to the U.S.$271 million EBITDA reached during the same period in 2006. This growth is mainly due to an improvement in the Pulp Division’s EBITDA, partially offset by a lower EBITDA coming from the the Sawntimber Division.

 

 

Arauco’s net consolidated income for the second quarter of 2007 reached U.S.$181 million, an increase of 16.8% compared to the U.S.$155 million obtained during the second quarter of 2006. This increase in consolidated net income is mainly explained by a growth in operating income, partially offset by higher interest expenses due to a lower capitalization of interests.

 

 

Capital expenditures during the second quarter of 2007 reached U.S.$131 million, a 49.7% lower compared to the U.S.$261 million expended during the second quarter of 2006. This decrease in Capex is mainly due to the end of construction of the Nueva Aldea Pulp Mill, together with a lower Capex incurred by the forestry division during the second quarter of 2007 in contrast with the same quarter of 2006, when Arauco acquired the forestry assets of CBB S.A.

Q2 2007 vs Q1 2007 review:

 

 

Arauco’s consolidated sales were 10.1% higher during the second quarter of 2007 compared to the U.S.$804 million reached in the first quarter of 2007. This increase is sales is the result of stronger sales volume and prices of pulp, followed by higher sales of energy and sawn timber respectively.

 

 

Arauco’s consolidated EBITDA grew 7.0% from the U.S.$328 reached during the first quarter of 2007. This increase in EBITDA is mainly explained by a higher EBITDA in the Pulp Division. This higher Pulp Division’s EBITDA is the result of higher prices, in addition to stronger sales volume, after the completion of the start-up process of the Nueva Aldea Pulp Mill in May.

 

 

Net consolidated income for the second quarter of 2007 increased 10.0% compared to the US$165 million obtained during the first quarter of 2007. The higher net income for the second quarter of 2007 is the result of an increase in operating income due to higher consolidated sales, followed by a decrease of Other Non Operating expenses. This positive effect was partially offset by higher interest expenses.

 

 

Capital expenditures during the second quarter of 2007 reached U.S.$131 million, a 30.9% lower than in the first quarter of 2007. The decrease in CAPEX is mainly explained by the exceptional CAPEX incurred by the Forestry division during the first quarter of 2007, when Arauco acquired pine plantations from Forestal Anchile Ltda., for approximately U.S.$43.6 million.

LOGO


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Arauco revenue summary, Q2 2006 – Q2 2007

 

Arauco Quarterly Sales

(U.S.$ million)

   Q2/06    Q3/06    Q4/06    Q1/07    Q2/07

Pulp Division

   289    299    409    386    440

Sawn Timber Division

   179    178    196    174    184

Panels Division

   183    179    191    195    193

Forestry Division

   20    18    24    17    21

Other

   18    14    14    33    47
                        

Total

   689    687    834    804    885
                        

Arauco’s consolidated sales for the second quarter of 2007 reached U.S.$885 million, an increase of 28.5% over the U.S.$689 million obtained in the second quarter of 2006 (Figure 1). The growth in consolidated sales is explained by a strong increase in sales of pulp, followed by higher sales of energy (others), panels and sawn timber respectively.

Compared to the U.S.$804 million obtained in the first quarter of 2007, consolidated sales were 10.1% higher during the second quarter of 2007, as result of higher sales of pulp, followed by higher sales of energy (other) and sawn timber respectively. (Figure 2).

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

Pulp Division Sales

Pulp sales reached U.S.$440 million during the second quarter of 2007, a 52.2% increase compared with the same quarter of the previous year. This growth is explained by the addition of 147,000 tons sold, which mainly came from the inaugurated Nueva Aldea Mill, together with an increase of 18.9% in average prices with respect to the second quarter of 2006.

Compared with the U.S.$386 million sold during the first quarter of 2007, pulp sales grew 14.0% in the second quarter of the year. The main drivers for this growth were the additional 64,000 tons sold during the quarter, which mainly came from the Nueva Aldea Mill, together with an increase of 3.1% in average prices.

The higher price prevailing in the second quarter of 2007 can be explained by a relatively strong demand for pulp as well as for other commodities during this period. Besides, in the case of wood pulp, supply problems affecting some relevant producers of the Northern Hemisphere also contributed to a sustained increment of prices during the quarter.

LOGO

 

3


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Sawn Timber Division Sales

Sales of sawn timber reached U.S.$184 million, a growth of 2.7% when compared with the same period of 2006. This positive effect is mainly due to an increase in sales volume of 11.0%, partially offset by lower average prices of 7.5%. The increase in physical volume sold can be explained to better conditions in the Asian, Middle Eastern, and Latin-American wood markets. As a consequence of the contraction of the US Housing market, average prices have been affected during this quarter when compared to the second quarter of 2006, specially remanufactured wood products sold in the US.

Compared with the U.S.$174 million sold during the first quarter of 2007, sawn timber sales increased by 5.8%. This increase was principally due to higher sales volume and average prices of 3.8% and 2.0% respectively. The growth in sales volume and average prices is driven by a better demand coming from the Asian, Middle Eastern, and Latin-American markets, partially offset by a weaker wood market in the US, which has continued its adjusting process during the past months.

LOGO

Panels Division Sales

During the second quarter of 2007, sales of panels reached U.S.$193 million, experimenting a growth of 5.5% compared with the second quarter of 2006. This increase in sales is mainly due to higher average prices of 7.9%, partially offset by lower sales volume of 2.2%. The increase in average prices is explained by better prices of MDF, PBO, and HB, due to a good demand coming from the Americas. Prices for plywood have been recovering in the North American market during the past months. The lower sales volume is the result of a decrease in physical sales of PBO coming from our Brazilian operations, due to low levels of inventories reached at the beginning of the quarter, together with a lower volume sold by the Faplac Mill explained by a maintenance stoppage during June of 2007.

Panel sales decreased by 0.8% in the second quarter of this year compared to the U.S.$195 million obtained in the first quarter of 2007. This is mainly explained by lower sales volume of 2.1%, partially offset by an increase in average prices of 1.4%. The lower volume sold during this quarter, compared with the previous quarter, is mainly explained by a decrease in sales volume of PBO from the Curitiba Mill (Brazil), as a result of low levels of inventories reached at the beginning of the quarter. The decrease in sales volume was partially offset by higher average prices due to an improvement in prices of Plywood, PBO and HB.

Other Sales

During the second quarter of 2007, sales of other products and services experimented an increase of 162.4%, when compared with the second quarter of 2006. This growth is mainly explained by higher sales of energy (electricity) of 167.6%, reaching U.S.$38 million. This increase in sales of energy is the result of higher sales volume, due to higher sales to third parties (mainly to the electricity national grid) and to higher prices of energy prevailing in the market.

Other sales increased by 43.5% in the second quarter of this year compared to the U.S.$33 million reached during the first quarter of 2007. This increased is the result of higher sales of energy of 63.7%, when compared with the U.S.$23 million sold during the first quarter. This growth is mainly due to an increase in market prices of energy, followed by an increase in sales volume sold to third parties (mainly to the electricity national grid).

Operating Income

Arauco’s Operating Income for the second quarter of 2007 reached U.S.$ 266 million, growing a 25.0% from to the U.S.$ 213 million obtained in the second quarter of 2006. This positive effect is mainly explained by a 28.5% increase in consolidated sales, driven by the stronger sales of pulp. This positive impact was partially offset by a 35.8% increase in cost of sales, mainly explained by an increase in sales volume of pulp and sawn timber (28.1% in pulp, and 12.0 % in sawn timber), followed by an increase in depreciation due to the start of operations of the Nueva Aldea Pulp Mill, and to higher forestry costs.

Compared to the U.S.$ 245 million obtained in the first quarter of 2007, Operating Income experimented a growth of 8.6% during the second quarter of 2007. This increase in costs follows higher consolidated sales of 10.1%

 

4


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Income

Net Income for the second quarter of 2007 reached U.S.$ 181 million (Figure 4), an increase of 16.8% compared to the U.S.$ 155 million of net income obtained in the second quarter of the previous year. This increase is mainly due to a 25.0% increase in operating income, partially offset by higher interest expenses, which grew because of a lower capitalization of interest, as a consequence of the end of construction of the Nueva Aldea Pulp Mill.

Compared to the U.S.$ 165 million obtained in the first quarter of 2007, Consolidated Net Income increased by 10.0% (Figure 5). This increase in consolidated net income is mainly explained by a higher Operating Income of 8.6%, followed by a decrease of 75.0% in Other Non Operating Expenses. This positive effect was partially offset by an increase of 6.8% in interest expenses, explained by an increase in the level of both, short-term debt (pre-export financing) and long-term debt. Long-term debt increased after the issuance of the “Alto Paraná Bond” in June 2007.

LOGO

EBITDA

Consolidated EBITDA for the second quarter of 2007 reached U.S.$352 million, an increase of 29.5% compared to the U.S.$271 million for the same period of 2006 (Figure 6). This increase in consolidated EBITDA is principally due to a growth in operating income of 25.0%. The main contributions for this increase in EBITDA came from the Pulp Division which grew 81.2%, followed by the Panels Division with a growth of 3.4%. This increase in consolidated EBITDA was partially offset by a decrease in sawn timber and forestry divisions’ EBITDA of 42.8% and 9.8% respectively.

Consolidated EBITDA for this quarter was 7.0% higher than the U.S.$328 million EBITDA for the previous quarter (Figure 7). The explanation for this positive effect was an increase of 8.6% in operating income. The main contribution to the increase of consolidated EBITDA came from the Pulp (11.9%), Panel (7.2%), and Sawn Timber (20.5%) Divisions, partially offset by a lower EBITDA of 12.5% coming from the Forestry Division.

LOGO

 

5


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

CONSOLIDATED INCOME STATEMENT ANALYSIS

Production

Compared to the second quarter of 2006, production volume during this quarter increased 30.0% in pulp, and 8.4% in sawn timber, and decreased 5.2% in panels (Figure 8).

The growth in pulp production is the result of the start-up process of the Nueva Aldea Pulp Mill.

The higher sawn timber production is mainly explained by the addition of capacity after the purchase of the Lomas Coloradas and Coronel Sawmills in June and October 2006, respectively.

Panel production decreased principally due to an annual maintenance stoppage at the Faplac Mill.

Compared to the previous quarter, production increased 2.1% in pulp, and decreased 1.1% and 0.9% in sawn timber and panels respectively. The higher pulp production during this quarter is explained by the end of the starting-up process of the Nueva Aldea Pulp Mill, which reached full capacity in May. This increase was partially offset by a lower production coming from the Licancel and the Constitución Mills, due to the annual maintenance stoppage in May.

The decrease in sawn timber production was mainly because of a decrease in the production of sawn timber at the Piray Sawmill in Argentina due to a lower production of kiln dry sawn timber.

Panel production decreased due to the schedule maintenance stoppage at the Puerto Piray Mill (MDF) and Faplac Mill (PBO) in Argentina during May and June 2007, respectively.

LOGO

 

6


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

CONSOLIDATED BALANCE SHEET ANALYSIS

Assets

Current Assets reached U.S.$ 1,730 million as of June 30, 2007, a 24.0% increase compared to the second quarter of 2006, as result of a growth in Account Receivables and Inventories.

Compared to the U.S.$ 1,678 million for the first quarter of 2007, Current Assets increased by 3.1%. This effect on current assets is mainly explained by an increase in Marketable Securities and Account Receivables, partially offset by a decrease in Recoverable Taxes.

Fixed assets reached U.S.$6,139 million as of June 30, 2007, a 7.5% increase compared to the second quarter of 2006. This increase in fixed assets was the result of an increase in Machinery and Equipment, mainly because of the construction of Nueva Aldea Pulp Mill and Pipeline, and an increase in Forest, explained by the acquisition of forestry assets from Forestal Anchile Ltda. in January 2007, and by the forestry valuation that is adjusted at the end of every year.

Fixed assets decreased 0.1% compared to the first quarter of 2007. This decrease is mainly explained by a growth in the Accumulated Depreciation, partially offset by an increase in Other Fixed Assets due to the ongoing construction of the Nueva Aldea Pipeline and the second line of plywood in the Nueva Aldea Industrial Complex.

FINANCIAL DEBT

 

US$ million

  

Q2

2006

  

Q1

2007

  

Q2

2007

        

Short term Debt

   130,2    126,8    153,0

Short-term portion of long-term debt

   157,8    268,0    164,8

Long term financial debt

   2.113,4    1.945,3    2.112,3
              

TOTAL FINANCIAL DEBT

   2.401,4    2.340,1    2.430,0
              

Cash & equivalents

   206,7    173,2    214,4
              

NET FINANCIAL DEBT

   2.194,8    2.166,9    2.215,6
              

LOGO

Liabilities

Total Current Liabilities reached U.S.$695 million during the second quarter of 2007, an increase of 25.9% compared to the U.S.$ 552 million for the second quarter of 2006. This increase is mainly because of an increase in Accounts Payable, the movement to Current portion of bonds payable of U.S.$100 million of the Yankee Bond due in December of 2007, and to an increase in pre-export financing.

Compared to the U.S.$789 million in the first quarter of 2007, current liabilities decreased 11.9%. This decrease is mainly explained to the payment of the APSA Notes in June, 2007.

Long Term Liabilities reached U.S.$2,357 million at the end of the second quarter of 2007, an increase of 3.2% compared to the U.S.$2,283 million for the second quarter of 2006. This growth in Long Term Liabilities was due to an increase in Long-term Bonds after the issuance of the US$ 270 million “Alto Paraná” Bond due 2017, and to a growth in Long-term deferred taxes.This growth was partially offset by the decrease in Long-term bank borrowings because of the payment of the US$200 million APSA Notes.

Compared to the previous quarter, Long Term Liabilities increased by 8.3%, due to the issuance of the “Alto Paraná” Bond, partially offset by the payment of the US$200 million APSA Notes.

Shareholders Equity

Arauco’s Shareholders’ Equity grew 13.2% from U.S.$4.3 billion at the end of the second quarter of 2006 to U.S.$4.9 billion during the second quarter of 2007. This increase is the result of an increase in Retained Earnings, together with a growth in Other Reserves due to the forestry valuation that is adjusted at the end of every year.

Compared to the first quarter of 2007, Shareholders’ Equity decreased by 0.7%.

 

7


Table of Contents
LOGO    Interim Review         Q2 Results    August 10th, 2007

 

Main Financial Ratios of Arauco:

FINANCIAL RATIOS

     Q2/06     Q1/07     Q2/07  

Profitability

      

Gross margin

   49,6 %   47,9 %   46,8 %

Operating margin

   30,9 %   30,4 %   30,0 %

EBITDA margin

   39,4 %   40,9 %   39,7 %

ROA (EBIT / Average Total Assets)

   11,9 %   12,4 %   13,4 %

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

   10,1 %   10,8 %   11,5 %

ROE (Net Income / Average Equity)

   14,4 %   13,5 %   14,8 %

Leverage

      

Interest Coverage Ratio (EBITDA / Net Interest)

   9,6x     8,5x     8,4x  

Interest Coverage Ratio (EBITDA / Gross Interest)

   7,7x     7,4x     7,4x  

Average Net Financial Debt / EBITDA

   2,0x     1,7x     1,6x  

Total financial debt / Total Capitalization

   35,7 %   32,2 %   33,2 %

Net financial debt / Total Capitalization

   32,6 %   29,8 %   30,2 %

Total financial debt / Equity

   55,5 %   47,4 %   49,6 %

Net financial debt / Equity

   50,7 %   43,9 %   45,2 %

Key Exchange Rates for the U.S. Dollar (closing rate)

 

     Q2/06    Q3/06    Q4/06    Q1/07    Q2/07

One U.S. Dollar is

              

CLP

   539,4    537,0    532,4    539,2    526,9

ARS

   3,09    3,10    3,06    3,10    3,09

BRL

   2,17    2,17    2,14    2,06    1,93

EUR

   1,28    1,27    1,32    1,34    1,35

LOGO

 

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LOGO    Interim Review         Q2 Results    August 10th, 2007

 

Second Quarter Events

In June, 2007, Alto Paraná S.A., an Argentinean subsidiary of Celulosa Arauco y Constitución S.A., successfully executed a US$270 million 144A/Reg S ten-year bond, fully guaranteed by Arauco.

On June 7th, 2007, Alto Paraná S.A., an Argentine subsidiary of Celulosa Arauco y Constitución S.A., successfully executed a US$270 million 144A/Reg S ten-year bond fully guaranteed by Arauco, with a coupon of 6.375%, payable semi-annually. The bond was rated Baa2, BBB+ and BBB+ from Moody’s, S&P and Fitch, respectively.

The issue was Alto Paraná’s return to the international capital market after 6 years and offers the Company a long term financing at very attractive terms.

The transaction was oversubscribed by high quality institutional investors in the United States and Latin America, most of which participated in the roadshow.

In June, 2007, Arauco decided to indefinitely stop its operations at the Licancel Pulp Mill.

On June 5th, 2007, and after a 20 days maintenance stoppage, the Licancel Pulp Mill management was informed that dead fish had been found in the Mataquito River, 15 kilometres downstream from the mill’s effluent discharge. At that time, the Company decided to stop the start up process, and begin both an internal and external exhaustive investigation regarding the causes of the event.

After the internal investigation, the Company found certain irregularities in the operations at the mill, and resolved to dismiss the Manager and the Production and Environment Sub-Managers. At the same time, the company made a public commitment to assist the Mataquito River fishermen, while the fishing ban imposed by the authorities stayed in place. Dialogue instances with the rest of the neighbouring communities were also opened in order to collaborate with the solution to the difficulties that they might face because of these events.

On June 18th, 2007, while the mill was stopped, and as a consequence of a pipe breakage, treated effluent from the Licancel Mill reached the Mataquito River. According to the investigation made by the company, the estimated maximum volume of discharged effluents was 200 m3. However, only a maximum of 50 m3 reached the Mataquito River. The other 150 cubic meters were contained inside the mill.

The effluents corresponded to the mill’s treated liquid residues that were accumulated in the treatment pools before the mill stopped its operations last June 5, 2007, and were in their final stage of its environmental treatment.

Due to this event, Celulosa Arauco y Constitución S.A. decided to close the mill indefinitely. The Licancel mill will only restart its operations once the existing environmental treatment system is replaced by a new one complying fully with all normative requirements.

The Licancel Mill represents 5% of pulp capacity 3% of annual sales.

 

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LOGO    Interim Review         Q2 Results    August 10th, 2007

 

Second Quarter Events

In June, 2007, Arauco signed with the Japanese company TOKIO ELECTRIC POWER COMPANY (TEPCO), the sale of its first Carbon Credits.

With the sale of 482,129 Certified Emission Reduction (CERs) corresponding to the same number of dejected tonnes of CO2, Arauco became the first Chilean forestry company in using the Clean Development Mechanism (CDM) of the Kyoto Protocol in order to issue “Carbon Bonds”.

Arauco registered three electricity co-generation power plants, Trupán (29 MW), Nueva Aldea Phase 1 (29 MW) and Nueva Aldea Phase 2 (37 MW), as projects of the Clean Development Mechanism of the Kyoto Protocol.

The sale of CERs correspond to the first two units: Trupán and Nueva Aldea Phase 1, for the CO2 and methane dejected between years 2003 and 2006.

These power plants generate electricity through forestry biomass, which is a renewable source, and displaces fossil fuel energy from the grid. With this action, Arauco contributes to reduce greenhouse gas emissions in order to fight global warming.

 

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LOGO    Interim Review         Q2 Results    August 10th, 2007

 

FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

 

US$ Million

   06/30/2006    06/30/2007

Net Sales

   1.328,7    1.688,7

Cost of sales

   -689,5    -889,8

Gross profit

   639,3    799,0

Selling and administrative expenses

   -257,1    -288,5
         

Operating income

   382,2    510,4
         

Interest Income

   14,7    11,5

Income on investments in related companies

   3,5    5,2

Other non operating income

   5,1    9,1

Loss on investments in related companies

   -0,1    0,0

Goodwill Amortization

   -1,4    -1,5

Interest expense

   -72,1    -92,1

Other non operating expenses

   -6,4    -12,1

Price-level restatement

   -0,0    -0,3

Foreign exchange gains (losses)

   7,4    2,3
         

Non-operating income

   -49,4    -77,8
         

Income before taxes and extraordinary items

   332,7    432,7

Income taxes

   -67,8    -88,7

Extraordinary Items

   0,0    0,0

Income before minority interest and negative goodwill amortization

   264,9    344,0

Minority interest

   0,0    0,2

Net income after minority interest

   264,9    344,2

Negative goodwill amortization

   2,9    2,0
         

Net income for the period

   267,9    346,3
         

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

 

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LOGO    Interim Review         Q2 Results    August 10th, 2007

 

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

 

US$ Million

   06/30/2006    06/30/2007

Cash & cash equivalents

   206,7    214,4

Account receivables

   405,8    523,9

Inventories

   577,6    680,0

Other current assets

   204,7    311,7
         

Total Current Assets

   1.394,7    1.730,0
         

Land

   476,0    529,6

Forest

   2.301,0    2.567,5

Buildings and other infrastructure

   1.862,4    1.993,6

Machinery and equipment

   2.016,6    2.843,0

Other Fixed Assets

   1.219,4    590,7

Accumulated Depreciation

   -2.165,6    -2.384,8
         

Total Fixed Assets

   5.709,8    6.139,5
         

Total Other Assets

   70,7    92,7
         

TOTAL ASSETS

   7.175,3    7.962,2
         

Short-term debt

   288,1    317,7

Accounts payable

   144,6    250,8

Other current liabilities

   119,8    126,7
         

Total Current Liabilities

   552,4    695,2
         

Long-term bank borrowings

   430,9    259,8

Long-term bonds

   1.682,5    1.852,5

Other long term liabilities

   169,9    244,3
         

Total Long Term Liabilities

   2.283,3    2.356,6
         

Minority Interest

   13,1    11,9
         

Total Shareholder’s Equity

   4.326,5    4.898,4
         

TOTAL LIABILITIES & SHAREHOLDER`S EQUITY

   7.175,3    7.962,2
         

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

 

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LOGO    Interim Review         Q2 Results    August 10th, 2007

 

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

 

US$ Million

   06/30/2006    06/30/2007

Net income (loss) for the period

   267,9    346,3

Results on sales of assets

   -0,2    0,1

Depreciation

   86,1    119,7

Charges (credits) to income not affecting cash flow

   18,4    40,1

Changes in assets, affecting cash flow

   -51,7    -50,7

Changes in liabilities, affecting cash flow

   69,0    66,1

Profit (loss) of minority interest

   -0,0    -0,2
         

Net cash provided by (used in) operating activities

   389,5    521,4
         

Debt issuance

   431,7    834,1

Debt repayment

   -426,0    -832,1

Dividends Paid

   -102,9    -172,5

Others

   -0,2    -5,2
         

Net cash provided by (used in) financing activities

   -97,4    -175,6
         

Capital Expenditures

   -412,8    -320,4

Other investment cash flow

   -16,1    -0,3
         

Net cash provided by (used in) investing activities

   -428,9    -320,8
         

Total positive (negative) cash flow of the period

   -136,8    25,0
         

Effect of inflation on cash and cash equivalents

   5,0    5,2

Net increase (decrease) in cash and cash equivalents

   -131,9    30,1

Cash and cash equivalents at beginning of the period

   338,5    184,3
         

Cash and cash equivalents at end of the period

   206,7    214,4
         

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

For further information, please contact:

 

Felipe Hartwig   Maria José Ibaceta    
felipe.hartwig@arauco.cl   mariajose.ibaceta@arauco.cl    
Phone: (56-2) 461 7494   Phone: (56-2) 461 7283    
Fax: (56-2) 461 75 41      

www.arauco.cl

 

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LOGO    Interim Review         Q2 Results    August 10th, 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, which could materially impact Arauco’s actual performance. Readers are referred to the documents filed by Arauco with the United States Securities and Exchange Commission, specifically the most recent filing on Form 20-F which identifies important risk factors that could cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements are based on information available to Arauco on the date hereof, and the Arauco assumes no obligation to update such statements.

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

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

This report is unaudited.

 

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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)
August 20, 2007     By:  

/s/ MATIAS DOMEYKO C.

    Name:   Matías Domeyko Cassel
    Title:   Chief Executive Officer