EX-99.7 8 a08-14590_1ex99d7.htm ALTADIS S.A. NOTES TO 2005 CONSOLIDATED FINANCIAL STATEMENTS - DEC 31, 2005

Exhibit 99.7

Notes to 2005

 

CONSOLIDATED FINANCIAL STATEMENTS

 

1. DESCRIPTION OF THE ALTADIS GROUP

 

Altadis, S.A. (hereinafter “the Parent Company”) was incorporated on March 5, 1945, under the name of Tabacalera Sociedad Anónima, Compañía Gestora del Monopolio de Tabacos y Servicios Anejos, which was subsequently changed to Tabacalera, S.A. Its current name was approved by the Shareholders’ Meeting on November 13, 1999.

 

The Group’s core business lines are the manufacture and marketing of cigars and cigarettes and the distribution of tobacco and other products.

 

In 1999 a business association process was carried out between Tabacalera, S.A. and SEITA (Société Nationale d’Exploitation Industrielle des Tabacs et Allumettes, S.A.). This transaction took the form of a Public Exchange offer by Tabacalera, S.A. for all the shares of SEITA, and 19 shares of Tabacalera, S.A. were delivered for every 6 shares owned by SEITA shareholders who accepted the offer. 83.07% of the capital stock of SEITA was acquired in this transaction, which was approved by Tabacalera, S.A.’s Shareholders’ Meeting on November 13, 1999, which also changed the Company’s corporate name to Altadis, S.A., as indicated above. After various subsequent acquisitions and a delisting tender offer for SEITA shares that Altadis, S.A. completed in January 2003, the Parent Company acquired all the shares of SEITA owned by minority shareholders.

 

Details of the investees included in the scope of consolidation and which comprise the Altadis Group as of December 31, 2005, indicating, inter alia, the Parent Company’s ownership interest and the cost thereof, the method of consolidation used and the respective lines of business, registered offices and corporate names of each investee, are included in Exhibit I. Altadis, S.A.’s registered office is located in Madrid.

 

2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS AND CONSOLIDATION PRINCIPLES

 

2.1. Adoption of International Financial Reporting Standards (IFRS) –

 

The consolidated financial statements for the year ended 31 December 2005 are the first to be prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union in accordance with the Regulation (EC) No.1606/2002 of the European Parliament and of the Council of 19 July 2002, by which all companies governed by the Law of a member state of the European Union and whose shares are listed on a regulated market of any of the States comprising this, must present their consolidated financial statements for the years beginning from 1 January 2005 in accordance with the IFRS endorsed by the European Union. In Spain, the requirement to present consolidated financial statements under the IFRS approved in Europe is also governed by the eleventh final provision of Law 62/2003 of 30 December, relating to fiscal, administrative and social order measures.

 

These new regulations imply, with respect to those in force when the consolidated financial statements of the Group for 2004 (Spanish National Chart of Accounts RD 1643/1990) were prepared:

 

·    Changes to the accounting policies, valuation criteria and presentation of the financial statements which form part of the consolidated financial statements.

 

·    The inclusion in the consolidated financial statements of the statement of changes in equity and of the cash flow statement.

 

·    Additional disclosures in the notes to the consolidated financial statements.

 

2.2. Preparation of the consolidated financial statements–

 

The consolidated financial statements for 2005, approved by the directors of Altadis, S.A. at the Board meeting held on 31 march, 2006, have been prepared from the accounting records and financial statements of the Parent Company and its subsidiaries.

 

In their preparation all accounting principles and standards and valuation criteria of obligatory application were taken into consideration and, accordingly, they give a true and fair view of the consolidated equity and financial position of the Altadis Group at December 31, 2005 and of the results of its operations, and of changes to its equity and of cash flows which have occurred in the Group in the year ended on that date.

 

The financial statements of Altadis, S.A. and of its subsidiaries, prepared by the directors of each company, will be submitted for the approval of their respective Shareholders’ Meetings. The directors of Altadis, S.A. will also submit these consolidated financial statements for approval by the Shareholders’ Meeting, and consider that they will be approved without any changes.

 

The consolidated financial statements of the Group for 2004 were approved by the Shareholders’ Meeting of the Parent Company held on June 29, 2005.

 

Note 5 includes a summary of the main accounting principles and valuation methods applied in preparing the consolidated financial statements of the Group for 2005.

 

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2.3. Principal decisions regarding the first-time adoption of IFRS–

 

In compliance with IFRS 1 (Firt-Time adoption), the Group has taken the following decisions:

 

·    Business combinations: IFRS 3 has not been retrospectively applied for acquisitions made prior to the date of transition (January 1, 2004).

 

·    Share-based payments: stock-options plans at the date of transition to IFRS in the Altadis Group were granted before November 7, 2002. Accordingly, the group chosen the option to not appy IFRS 2 to these plans.

 

·    Property, plan and equipment: existing cost values have been maintained except for a land owned by the subsidiary LOGISTA (Compañia de Distribución Integral Logista, S.A.), for which the market value at the date of first adoption of IFRS has been taken as cost (see Note 3).

 

·    The translation differences balance at January 1, 2004 has been cancelled and this cancellation recorded as a decrease in value of the reserves of the consolidated companies originating these differences.

 

·    Financial instruments: the Group has decided to adopt IAS 32 and 39 prospectively from January 1, 2005 as permitted by these Standards. Their adoption will mainly imply:

 

a)              Classifying treasury stock, with a net balance at that date of €16,189 thousand, as a decrease in equity.

 

b)             Recognising futures and derivatives contracts at fair value, recording a decrease in equity of €2,665 thousand.

 

c)              Classifying the shareholding in Iberia Líneas Aéreas de España, S.A. as a financial investment available-for-sale, valuing it at fair value at the date of first adoption of IAS 32/39 (1 January 2005). The adoption of this criterion at the above mentioned date has resulted in a net reduction in the equity attributable to shareholders of the Parent Company of €14,838 thousand

 

The effect on the 2004 financial statements of applying IASs 32 and 39 from 1 January 2004, would not have been significant.

 

2.4. Information regarding 2004–

 

In compliance with the requirements of IAS 1, the information included in these Notes in respect of 2004 is presented for purposes of comparison with the information relating to 2005 and, accordingly, does not represent in itself the consolidated financial statements of the Group for 2004.

 

2.5. Currency of presentation

 

These financial statements are presented in euros. Foreign currency transactions are recorded in accordance with the criteria described in Note 5.16.

 

2.6. Responsibility for the information and estimates made–

 

The information included in these consolidated financial statements is the responsibility of the Directors of the Parent Company.

 

In the preparation of the consolidated financial statements for 2005 and 2004 estimates made by the Directors of the Group have been used to value certain assets, liabilities, revenues, expenses and commitments recorded therein. Basically, these estimates refer to:

 

· The assessment of possible impairment of certain assets.

 

·    Assumptions used in the actuarial calculation of pension liabilities and other commitments with personnel.

 

·    The useful lives of property, plant and equipment, and intangible assets.

 

·    The recognition of goodwill and of certain intangible assets.

 

·    The fair value of certain assets.

 

·    Provisions, etc.

 

These estimates were made on the basis of the best available information at December 31, 2005. However, future events may require these estimates to be modified which would be done prospectively, in accordance with IAS 8.

 

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2.7. Consolidation principles–

 

2.7.1. Dependent Companies

 

Dependent companies are considered to be those companies included in the scope of consolidation which the Parent Company directly or indirectly manages by virtue of ownership of a majority of the voting rights in their representation and decision-making bodies or has the capacity to exercise control over.

 

The financial statements of dependent companies are fully consolidated. All material balances and transactions between consolidated companies were eliminated on consolidation.

 

If necessary, adjustments are made to the financial statements of subsidiaries to unify the accounting policies used with those of the Group.

 

Third party interests in Group equity and income are presented respectively in the items “Minority Interests” in the consolidated balance sheet and income statement.

 

Results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or until the effective date of disposal, as appropriate.

 

2.7.2. Joint ventures

 

“Joint ventures” are those in which management of the investees is carried out jointly by the Parent Company and by third parties, with neither owning a majority of the voting rights. The financial statements of joint ventures are proportionally consolidated.

 

Assets and liabilities from joint ventures are presented in the balance sheet in accordance with their specific nature. In the same way, revenue and expenses originating in joint ventures are presented in the consolidated income statement in accordance with their nature.

 

If necessary, adjustments are made to the financial statements of these companies to unify their accounting policies with those used by the Group.

 

2.7.3. Associated Companies

 

Associated companies are those over which the Parent Company has the capacity to exercise significant influence. In general it is assumed that there is significant influence when the Group’s percentage of ownership (direct or indirect) is over 20% of voting rights, provided this does not exceed 50%.

 

In the consolidated financial statements, associated companies are valued by the equity method, in other words by the fraction of their net asset value which the Group’s shareholding in their capital represents, after taking into account dividends received and other asset eliminations.

 

Profit or loss on transactions with associated companies is eliminated to the extent of the percentage of the Group’s stake in their capital.

 

If necessary, adjustments are made to the financial statements of these companies to unify their accounting policies with those used by the Group.

 

2.7.4. Foreign currency translation

 

The criteria used for translating to euros the various captions in the balance sheets and income statements of the foreign companies that were included in the scope of consolidation were as follows:

 

·    Assets and liabilities were translated at the year-end exchange rates.

 

·    Capital and reserves were translated at historical exchange rates prevailing at the date of first adoption of IFRS. For sub-secuences dates, historical rates were applied.

 

·    The income statements were translated at the average exchange rates for the year.

 

The differences arising from the application of these criteria were included under the “Reserves in consolidated companies - Translation Differences” item of the Equity caption. These translation differences will be taken to revenues or expenses in the period in which the investment which generated these differences was, totally or partially, made or disposed of.

 

Adjustments arising from the adoption of IFRS at the moment of acquisition of a foreign company relating to the fair value and goodwill, are considered assets and liabilities of that company and accordingly, are translated at the exchange rate prevailing at the year-end.

 

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2.7.5. Changes in the scope of consolidation

 

The most significant variations in the scope of consolidation in 2005 and 2004 with an effect on the inter-year comparison were as follows:

 

a. Main changes in the perimeter of consolidation in 2005

 

Acquisitions

 

In April 2005 in compliance with the agreements entered into by Altadis, S.A. and the Italian group Autogrill, Altadis, S.A. contributed its total shareholding in Aldeasa, S.A. (a company which holds concessions for the operation of stores in airports and museums) to Retail Airport Finance, S.L. As a result of this contribution and other corporate operations, Altadis, S.A. has a 50% interest in the capital stock of Retail Airport Finance, S.L. After the completion and execution of the aforementioned agreements, Retail Airport Finance, S.L., as a result of the tender offer for Aldeasa, S.A. shares, the contribution made by Altadis, S.A., and the subsequent delisting tender offer, owns 99.61% of the capital stock of Aldeasa, S.A. at 31 December 2005.

 

Altadis, S.A. and the Autogrill group exercise joint control over Retail Airport Finance, S.L., and over its subsidiary Aldeasa, S.A.

 

As a result of this operation the shareholding in Aldeasa, S.A. is now considered a joint venture instead of an associated company and accordingly has been proportionally consolidated since May 2005.

 

Because of its nature, no gain was recognised on this transaction.

 

The difference between the cost of acquisition and the related carrying amount was attributed partially and provisionally to assets, the detail being as follows:

 

 

 

Thousands of Euros

 

Property, plant and equipment

 

27,500

 

Intangible assets – Concessions

 

100,000

 

Deferred tax liability

 

(44,625

)

 

 

82,875

 

 

In 2006 the difference on first consolidation will be definitively allocated.

 

As a result of this operation the balance of goodwill at 31 December 2005 amounts to €84,980 thousand and is attributable to the generation of future income.

 

Revenue and pre-tax income of the Retail Airport Finance subgroup between the date of acquisition (April 2005) and the year-end were €216,588 and €1,265 thousand respectively.

 

Retirements

 

At the end of 2005 the Altadis Group sold all its shareholdings (50%) in CITA, Tabacos de Canarias, S.L. and Tabacos Canary Islands, S.A. (TACISA) to the Gallaher group. These companies manufacture and sale tobacco products and are based in the Canary Islands. The amount of the operation was €32,000 thousand, and is subject to change depending on the working capital and debt of the companies and other parameters calculated on the basis of audited figures at December 31, 2005. Group management estimates that any changes in price which may occur will not be material. Results recorded on the disposal of these companies are not relevant. These companies were consolidated by the equity method and losses of €4,616 thousand had been recorded up to the date of sale.

 

b. Main changes in the perimeter of consolidation in 2004

 

At the end of 2004, the Group acquired 99.69% of Balkanskaya Zvezda (“Balkan Star”), for €246 million, including costs pertaining to the consolidation process. The corporate purpose of this company, with head office in Russia, is the manufacture and sale of cigarettes. The main assets acquired, and the goodwill generated on this acquisition, which was allocated in 2005, are as follows:

 

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Thousands of Euros

 

BALKAN STAR
Net assets and liabilities acquired

 

Carrying value
at date of
acquisition

 

Fair
value
Adjustments

 

Fair
value

 

Non-current assets

 

25,078

 

24,850

 

49,928

 

Current assets

 

75,385

 

 

75,385

 

Non-current liabilities

 

 

(6,160

)

(6,160

)

Current liabilities

 

(9,334

)

 

(9,334

)

 

 

91,129

 

18,690

 

109,819

 

Goodwill (*)

 

 

 

 

 

136,487

 

Acquisition cost

 

 

 

 

 

245,966

 

 

 

 

 

 

 

 

 

Cash flow generated by the operation

 

 

 

 

 

 

 

Amount paid

 

 

 

 

 

245,966

 

Less Cash acquired

 

 

 

 

 

36,183

 

 

 

 

 

 

 

209,783

 

 


(*) Subject to change due to translation difference.

 

The goodwill generated on the acquisition of BALKAN STAR and which was allocated in 2005 is attributable to the generation of future income.

 

Net sales and pre-tax income of BALKAN STAR between the date of acquisition (November 2004) and the year-end amounted to €20,977 and €3,588 thousand respectively. Information on the impact of the acquisition if it had been made on January 1, 2004 is not included due to the difficulty of obtaining reliable and uniform comparative information, as this company uses different accounting methods to those of the Group.

 

In addition, in December 2004 the dependent company LOGISTA. acquired 96% of the Italian company Logista Italia (formerly Etinera), whose core business is cigarette distribution, for €566 million. The main assets acquired, and the goodwill generated on this acquisition, which was allocated in 2005, are as follows:

 

 

 

Thousands of Euros

 

LOGISTA ITALIA
Net assets and liabilities acquired

 

Underlying
Amount at
acquisition

 

Fair value
adjustments

 

Fair value

 

Non-current assets

 

125,061

 

 

125,061

 

Current assets

 

816,387

 

 

816,387

 

Non-current liabilities

 

(48,125

)

 

(48,125

)

Current liabilities

 

(857,336

)

 

(857,336

)

 

 

35,987

 

 

35,987

 

Goodwill

 

 

 

 

 

530,413

 

Acquisition cost

 

 

 

 

 

566,400

 

 

 

 

 

 

 

 

 

Cash flow generated by the operation

 

 

 

 

 

 

 

Amount paid

 

 

 

 

 

566,400

 

Less Cash acquired

 

 

 

 

 

300,125

 

 

 

 

 

 

 

266,275

 

 

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At the date of acquisition, Logista Italia’s assets included goodwill in an amount of €98,262 thousand. Accordingly, total goodwill generated by the acquisition amounts to €628,675 thousand (see Note 9).

 

The goodwill generated on the acquisition of this company is attributable to the generation of future income.

 

This acquisition was carried out on December 30, 2004 so the accounts for 2004 do not include any revenue or income from this company. Information on the impact of the acquisition if it had been made on 1 January 2004 is not included due to the difficulty of obtaining reliable and uniform comparative information as this company uses different accounting methods to those of the Group.

 

3. RECONCILIATION OF 2004 STARTING AND CLOSING BALANCES BETWEEN LOCAL REGULATIONS AND IFRS

 

Fiscal year 2005 is the first one for which the Group presented its financial statements in accordance with IFRS. The last financial statements prepared in accordance with Spanish accounting principles and regulations were those for the year ended December 31, 2004. The date of transition to IFRS is January 1, 2004.

 

In accordance with IFRS 1, the reconciliation of consolidated equity at January 1, 2004 and of consolidated equity and the consolidated income statement at December 31, 2004 are presented below:

 

Equity at January 1, 2004

 

 

 

Thousands of Euros

 

Equity at 1 January 2004 according to accounting principles and standards generally accepted in Spain and in force at the date (*)

 

1,130,763

 

Impact of transition to IFRS–

 

 

 

Treasury stock of dependent companies (SEITA and LOGISTA)

 

(14,591

)

Revenue recognition

 

(12,295

)

Elimination of deferred expenses and other intangible assets

 

(5,959

)

Personnel provisions

 

(2,140

)

Asset impairment

 

(2,087

)

Recording of deferred tax liability (net)

 

(2,019

)

Revaluation of land

 

9,972

 

Reclassification of negative goodwill

 

8,066

 

Other

 

(133

)

Total impact on equity

 

(21,186

)

Equity at January 1, 2004 according to IFRS

 

1,109,577

 

Minority interests

 

256,403

 

TOTAL EQUITY AT JANUARY 1, 2004 ACCORDING TO IFRS

 

1,365,980

 

 


(*) Obtained from the consolidated financial statements at December 31, 2003, prepared in accordance with accounting principles and standards applicable in Spain at that date.

 

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The main changes in equity at January 1, 2004 originated in the following items:

 

Treasury stock of SEITA and LOGISTA

 

In application of IFRS, the Group now considers the shares of SEITA and LOGISTA, which were held to meet these companies’ stock option commitments with their personnel, as a reduction in the subsidiaries’ shareholders’ equity. Under Spanish principles these shares were recorded as non-current financial assets.

 

Revenue recognition

 

In application of IAS 18 the Group considers that certain sales made to French tobacconists, and exports to British American Tobacco (mainly to Germany and Switzerland), do not meet the requirements for transferring all the risks and benefits associated with these sales. Accordingly, the margin associated with these sales has been eliminated.

 

Elimination of deferred expenses, start-up expenses and other intangible assets

 

In application of IFRS, the Group has cancelled deferred and start-up expenses which, in accordance with Spanish principles and standards, it had been depreciated for several years.

 

Personnel provisions

 

In application of IAS 19, the Group has recorded certain liabilities arising from employee incentives.

 

Asset impairment

 

This corresponds to the write-off of certain assets in a dependent company of the LOGISTA group due to the impairment tests carried out (IAS 36).

 

Recording of deferred tax liability (net)

 

Changes in equity corresponding to deferred tax assets and liabilities correspond, mainly, to the recording of the fiscal impact of the adjustments made as a result of adoption of IFRS and to the recording of deferred taxes in application of IAS 12.

 

Revaluation of land

 

In application of IFRS 1, the Group has decided to record the revaluation of land owned by the dependent company LOGISTA, and to consider the corresponding revalued cost as the initial cost at 1 January 2004. The revaluation of this land to €31,507 thousand represents an increase in value of €25,000 thousand. The impact on the Group’s equity of this revaluation, net of the tax impact and minority interests, amounts to approximately €9,972 thousand.

 

Negative differences in consolidation

 

In application of IFRS 1, the Group has considered certain negative differences in consolidation as an increase in equity.

 

Income statement for 2004

 

The main changes in the income statement for 2004 deriving from the application of the IFRS are shown below:

 

 

 

Thousands
of Euros

 

Income for 2004 according to accounting principles and standards generally accepted in Spain and in force at the date (*)

 

413,311

 

Impact of transition to IFRS–

 

 

 

Elimination of the amortisation of goodwill and of intangible assets

 

124,033

 

Other

 

1,993

 

INCOME FOR 2004 ACCORDING TO IFRS

 

539,337

 

 


(*) Obtained from the consolidated financial statements at December 31, 2004, prepared in accordance with the Spanish National Chart of Accounts.

 

Goodwill and intangible assets

 

In accordance with IFRS, goodwill and intangible assets with an indefinite life are not amortised. Accordingly, the Group has reversed €124,033 thousand corresponding to amortisation recorded in accordance with the regulations established by the Spanish National Chart of Accounts.

 

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Equity at 31 December 2004

 

 

 

Thousands

 

 

 

of Euros

 

Equity at December 31, 2004 according to accounting principles and standards generally accepted in Spain and in force at the date (*)

 

1,043,815

 

Impact of transition to IFRS–

 

 

 

Adjustments to initial equity

 

(21,186

)

Adjustments to the result for the year

 

126,026

 

Translation differences and others

 

(8,827

)

Total impact on equity

 

96,013

 

Equity at 31 December 2004 according to IFRS

 

1,139,828

 

Minority interests

 

286,649

 

TOTAL EQUITY AT 31 DECEMBER 2004 ACCORDING TO IFRS

 

1,426,477

 

 


(*) Obtained from the consolidated financial statements at 31 December 2004, prepared in accordance with the Spanish National Chart of Accounts.

 

The translation differences adjustment was mainly originated by the consideration of certain goodwill and intangible assets as assets of foreign companies and so subject to exchange rate fluctuations.

 

4. DISTRIBUTION OF INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT COMPANY

 

The proposed distribution of Parent Company income for 2005 that the Board of Directors will submit for approval by the Shareholders’ Meeting is to pay, with a charge to income for the year of Altadis, S.A., a dividend of € 1 per share. The remainder will be allocated to increasing the balance of the Parent Company’s reserves.

 

5. ACCOUNTING PRINCIPLES AND POLICIES AND VALUATION STANDARDS USED

 

The main valuation standards, and accounting principle and policies used in preparing the consolidated financial statements for 2005 and 2004 were as follows:

 

5.1. Property, plant and equipments–

 

Property, plant and equipments are recorded at cost of acquisition less accumulated depreciation. The cost of acquisition is revalued, in the case of certain consolidated companies, pursuant to applicable legislation in the various countries or certain voluntary revaluations (see Note 2.3).

 

Upkeep and maintenance expenses are expensed currently. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalized.

 

The consolidated companies depreciate their property, plant and equipment by the straight-line method at annual rates based on the years of estimated useful life of the related assets. The rates used are as follows:

 

 

 

Depreciation Rate

 

Buildings for Own Use

 

2 - 4

 

Plant and machinery

 

10 - 25

 

Other furniture, fittings and equipment

 

6 - 25

 

Other assets

 

10 - 33

 

 

Land is deemed to have an indefinite life and so is not depreciated.

 

Assets acquired under leasing arrangements are depreciated over their estimated useful lives.

 

5.2. Investments properties–

 

This item comprises investments in land and buildings which are held to generate rental income properties. It also includes those buildings from which it is expected to obtain capital gains on their disposal, although their sale is not envisaged in the short term. They are valued at the lower of cost of acquisition less accumulated depreciation and fair value. The cost of acquisition is revalued, in the case of certain consolidated companies, pursuant to applicable legislation in the various countries.

 

Depreciation is recorded under the same criteria as for elements of the same class of property, plant and equipment asset (see Note 5.1).

 

In accordance with IAS 40, the Group calculates the fair value of investments on a regular basis. This value is calculated with reference to the prices of comparable transactions, internal reports, independent appraisals, etc, so that at the year-end the fair value indicated in Note 8 reflects the estimates of the Directors of the Group as to the fair values of investments properties at that date.

 

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5.3. Goodwill–

 

Until January 1, 2004, the date of transition to IFRS, positive or negative differences between the acquisition cost of a holding in a consolidated company and its underlying book value on the date of purchase which could not be allocated to specific assets were recorded under the “Goodwill” or “Negative Goodwill” captions, respectively, in the consolidated balance sheet. Values for goodwill have been maintained at the date of transition. Where differences were negative and did not correspond to a decrease in value of certain identified assets, these have been adjusted on transition to IFRS (see Note 3). For acquisitions made after the transition to IFRS of the Altadis Group, any excess of the cost of acquisition of holdings in the capital of consolidated companies in respect of their corresponding underlying book values is allocated as follows:

 

1.     If the excess is assignable to specific assets of the companies acquired, by increasing the value of the assets whose fair values are higher than the net book values at which they are recorded in the balance sheets of the companies acquired.

 

2.     If the excess is assignable to specific intangible assets, by explicitly recognising this in the consolidated balance sheet provided the fair value at the date of acquisition can be reliably calculated.

 

3.     Other differences are recorded as goodwill, which is assigned to one or more specific cash-generating units from which income is expected to be obtained in the future.

 

Goodwill is only recorded when acquired to third parties.

 

The goodwill generated on the acquisition of associated companies is recorded as an increase in the value of the shareholding from adoption of IFRS.

 

Goodwill is not amortised. At the end of each year, or when signs of a loss of value are evident, the Group estimates, via an impairment test, possible permanent losses of value which reduce the recoverable value of goodwill to an amount lower than the net cost recorded. If this is the case, the corresponding loss is recorded. Write-offs made in this way may not be subsequently reversed.

 

To carry out the impairment test all goodwill is assigned to one or more cash-generating units.

 

5.4. Intangible assets–

 

Intangible assets are specifically identifiable non-cash assets acquired from third parties. Only those assets whose cost can be estimated objectively and from which future income is expected to be obtained are booked.

 

Assets for which there is no limit to the period over which they will generate income are deemed to have an “indefinite life”. Other intangible assets are considered to have a “finite life”. Intangible assets with an indefinite life are not amortised, and so are subject to impairment testing at least once a year using the same methods as for goodwill (see Note 5.3).

 

Intangible assets with finite useful lives are amortised by the straight-line method at annual rates based on the years of estimated useful life of the related assets.

 

Trademarks

 

The balance of the Trademarks account includes the acquisition cost of the rights on certain brands of cigars, little cigars and cigarettes and/or the value assigned them in the consolidation process (see Note 10).

 

“Trademarks” are considered to have indefinite lives.

 

Concessions, rights and licences

 

This account mainly includes amounts paid to acquire certain concessions and licences for the distribution, sale and/or manufacture of tobacco products in United States, Morocco and Cuba. It also includes the value of concessions granted to Aldeasa to operate retail stores in various airports (see Note 10).

 

This account also includes rights which the Group holds over Nicot Participations in respect of certain tax incentives on which the return is guaranteed.

 

The items included in this account are amortised by the straight-line method over the period in which these are in force, which varies between 5 and 20 years.

 

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Computer software

 

Computer software is recorded at cost of acquisition and cost of implementation by third parties and is amortized on a straight-line basis over five years. The related maintenance costs are expensed currently.

 

5.5. Loss of value of property, plant and equipment, and intangible assets–

 

Each year, the Group assesses possible permanent losses of value which require it to reduce the carrying amount of its property, plant and equipment, and intangible assets when their recoverable value is lower than the book value.

 

The recoverable amount is the higher of net selling price and value in use. The value in use is calculated on the basis of estimated future cash flows discounted at a rate which reflects the time value of money as represented by the current market risk-free rate of interest and the specific uncertainty associated with the asset.

 

When it is estimated that the recoverable amount is lower than the carrying amount, the latter is reduced to the recoverable amount and the corresponding write-off is recognised through the income statement.

 

If an impairment loss is subsequently reversed, the carrying amount of the asset is increased up to the original carrying amount prior to the recognition of the loss in value.

 

5.6. Leasing–

 

Leasing arrangements are classified as financial leasing when their terms and conditions substantially transfer the associated risks and benefits to the Group, which usually has an option of acquiring the asset at the end of the lease under the conditions agreed when the operation was executed. Other leasing arrangements are classified as operating leases.

 

5.6.1. Financial leases

 

The Group recognises financial leases as assets and liabilities in the balance sheet, at the beginning of the lease, at the fair value of the leased asset or at the present value of the minimum lease payments, if this is lower. The interest rate of the lease contract is used to calculate the present value of the lease payments.

 

The cost of assets acquired through financial leasing is presented in the consolidated balance sheet in accordance with the nature of the asset associated with the lease (see Note 5.1).

 

Financial expenses are distributed over the lease period in accordance with financial criteria.

 

5.6.2. Operating leases

 

Under operating leases, ownership of the leased asset and substantially all risks and benefits associated with the asset, remain with the lessor.

 

When the Group acts as lessor, it recognises revenue from operating leases by the straight-line method, in accordance with the terms and conditions of the lease contracts. These assets are depreciated in accordance with the policies adopted for similar property, plant and equipment for own use.

 

When the Group acts as lessee, leasing expenses are taken to the income statement on a straight-line basis.

 

5.7. Financial instruments–

 

5.7.1. Financial Assets

 

Financial Investments

 

Investments available-for-sale

 

This items includes securities purchased and available for sale which are not going to be sold inmediately.

 

They are carried at fair value, and any fluctuations are recognised directly in equity until the asset is sold or a permanent loss in value occurs.

 

The fair value of a financial instrument on a given date is understood to be its market price. If the market price cannot be objectively and reliably estimated, the price of recent transactions or the present discounted value of future cash flows is used.

 

Other current and non-current financial assets

 

This item includes investments with fixed or determinable payments, stated maturity and which Group companies intend to hold until maturity. Specifically, the following investments have been classified in these items:

 

·  Long and short term loans

 

·  Guarantees

 

·  Deposits and other financial assets

 

10



 

Loans granted are carried at the amount provided pending collection. The Group has made the corresponding provisions for default risks.

 

Guarantees and deposits are carried at the amounts paid.

 

Treasury stock

 

The Group has decided to adopt IAS 32 and 39 from January 1, 2005. Consequently, at December 31, 2004 treasury shares are presented, according to the principles of the Spanish National Chart of Accounts, on the asset side of the balance sheet at the carrying amount value calculated on the basis of the consolidated balance sheet of the Altadis Group at December 31, 2004. For purposes of these financial statements, the Group has included in treasury stock the equity swap contracts entered into to cover the free share plans (see note 17).

 

Financial assets at fair value.

 

This item includes deposits maturing at more than 3 months and other financial assets in which the Group places its temporary cash surpluses.

 

They are carried at fair value and any fluctuations which occur are recorded directly in the income statement for the year.

 

Trade and other receivables

 

Trade debtors and other accounts receivable are carried at their nominal value, equivalent to their fair value, and are recorded net of any provisions for possible insolvency risks.

 

Cash and equivalents

 

This item includes both cash and sight deposits. Other equivalent liquid assets are short term investments maturing in less than three months and which are not subject to a significant risk of change in value.

 

5.7.2. Financial Liabilities

 

Bank loans

 

Bank loans are carried at the amount received, net of direct issuing costs. Interest expenses are booked according to accrual criteria in the income statement using a financial method and are incorporated to the amount booked under liabilities if not paid during the period in which they accrue.

 

Trade payables

 

Trade creditors are recorded at repayment value.

 

5.7.3. Derivatives and accounting of hedges

 

The Group is exposed to exchange rate and interest rate risks. It uses derivative instruments (mainly swaps, forwards and options) to hedge these risks (see Note 27).

 

Futures contracts and financial instruments are classified as hedges when:

 

·    The instrument is expected to be highly effective in offsetting the impact of changes in the fair value or cash flows of the hedged risk.

 

·    This effectiveness can be reliably measured.

 

·    The hedging relationship is formally documented from the beginning of the operation.

 

·    The hedged transaction is highly probable.

 

As a principle the Group does not use derivative instruments for speculative purposes.

 

Hedging instruments are carried at fair value at the trading date. Subsequent fluctuations in the fair value are recorded as follows:

 

·    For fair value hedges, changes in the value of both the hedge contracts and the assets and/or liabilities hedged are recognised directly in the income statement.

 

·    For cash flow hedges, changes in valuation arising in that portion of the hedge deemed effective are recorded with counterparty under the asset item “Valuation adjustments – Hedging reserve”. Valuation differences are not taken to results until the losses or gains on the hedged transactions are recorded in results or until the date of maturity of the transactions.

 

Valuation differences corresponding to hedging instruments not deemed effective are taken directly to the income statement.

 

Fluctuations in the fair value of derivative instruments which do not meet the criteria for hedge accounting are recognised in the income statement as they occur.

 

11



 

5.8. Non-current assets available-for-sale–

 

Non-current assets are classified at available-for-sale when their carrying amount is expected to be recovered through their disposal. This condition is deemed to have been met only when disposal is highly probable, and the asset is available for immediate sale in its current state and this will foreseeably be concluded in a period of one year from the date of classification.

 

Non-current assets classified as available-for-sale are carried at the lower of book value and fair value less cost of sale.

 

The amortisation of non-current assets available-for-sale is discontinued when they are classified as such.

 

5.9. Inventories–

 

Inventories of raw materials and merchandise are valued at the lower of cost or net realisable value. Cost is determined using the weighted average cost method.

 

Semi-finished and finished goods are valued at the lower of production cost or net realisable value. Production cost consists of the cost of raw materials and other consumables plus the remaining manufacturing costs directly assignable to the product and any indirect costs assignable to it. Net realisable value is an estimate of the sale price less all estimated sale and distribution costs.

 

The Altadis Group assesses the net realisable value of inventories and makes the appropriate provisions when the cost exceeds the net realisable value.

 

5.10. Current/Non-current–

 

In the consolidated balance sheet, receivables and payables maturing in 12 months or less from year-end are classified as current assets and current liabilities, respectively, and those maturing at over 12 months as non-current.

 

5.11. Severance costs–

 

Under current labor legislation and as stipulated in certain labor contracts, Group companies are required to make severance payments to employees terminated under certain conditions.

 

When a restructuring plan is approved by the directors, made public and notified to the employees, the Group records the appropriate provisions to meet future payments arising from implementation of the plan, based on the best estimates available of the projected costs per the related actuarial studies. (see Note 29).

 

5.12 Pension and other commitments to employees –

 

The main Group companies have undertaken to supplement the social security benefits received by certain groups of employees, mainly in the event of retirement, disability or death.

 

In general, the commitments relating to serving and retired employees in these groups are defined-contribution commitments and have been externalized through external pension plans and insurance policies. The contributions made by the Group are recorded under the “Personnel Expenses” caption in the consolidated statement of income for the year, and the amounts payable in this connection, depending on maturity, are recorded under the “Other non-current liabilities” and “Current Liabilities” captions in the accompanying consolidated balance sheet.

 

French Group companies assign a percentage of their income for each year to compensation for their employees, in accordance with current legislation. This amount is externalized by each company, in the name of the employee, in certain marketable securities which the employees generally cannot sell for a period of five years. The expense recorded in this connection in 2005 and 2004 amounted to €18,475 thousand and €22,378 thousand respectively and is recorded under the “Personnel Expenses” caption in the accompanying consolidated statement of income.

 

In this connection, the collective labor agreements or current agreements between certain consolidated companies (mainly Altadis, S.A., SEITA and RTM) and certain groups of their employees stipulate the companies’ obligation to make a one-time set payment on retirement or termination, provided certain conditions, relating generally to the date the employee was hired and his/her years of service, are met. These commitments are generally externalized.

 

Also, Altadis USA, Inc. is obliged to make certain periodic pension payments to its employees from the date on which they retire. These commitments are valued using actuarial criteria and recorded at the current value of the accrued obligations, net, where appropriate, of the fair value of the affected assets. The value of the obligation (cost of the benefits) is calculated using the projected credit unit method, with actuarial valuations being made at the date of each balance sheet. The corresponding provisions are recorded under the “Provisions” caption of the accompanying consolidated balance sheet (see Note 29).

 

12



 

5.13. Compensation systems linked to the share price–

 

As indicated in Note 35, the Parent Company and the subsidiaries SEITA and LOGISTA have instrumented various share option plans. All share option plans in existence at the date of transition were granted prior to November 7, 2002, so, as indicated in Note 2.3, the Group has decided not to apply IFRS 2 to the share option plans granted prior to this date.

 

In 2005 the Board of Directors of Altadis and LOGISTA approved each one a free shares plan for its employees. As these plans are implemented through the physical and free delivery of the shares, the Group has calculated the fair value of each share at the date the rights are granted, bearing in mind the specific characteristics of each plan. In addition, an estimate has been made of the total number of shares delivered at the end of the accrual period.

 

The fair value of these plans were booked in 2005, according to the accrual method, and a personnel expense of €2,212 thousand was recorded in this respect. In addition, each plans have been financially supported by an equity swap (see Note 17) which have been recorded as indicated in Note 5.7.1.

 

5.14. Provisions–

 

The Group records provisions for the estimated amounts required to meet liabilities arising from litigation in progress or from indemnity payments or obligations, and collateral and guarantees provided by Group companies which imply a (legal or implicit) payment obligation for the Group.

 

5.15. Factoring and securitisation contracts–

 

The Group signs certain factoring and securitisation contracts with banks for accounts payable. The Group derecognises its accounts receivable only if considers that there is substantial transfer of the risks and benefits associated with these.

 

5.16. Foreign currency–

 

The consolidated financial statements of the Altadis Group are presented in euros. Consequently, all balances and transactions denominated in other currencies are deemed to be denominated in “foreign currency”.

 

Transactions in foreign currencies are recorded at their equivalent value in euros, calculated at the exchange rates ruling at the transaction date. Exchange gains or losses arising on the settlement of foreign currency transaction balances are recognized in the consolidated income statement when they arise. At the year end, balances denominated in foreign currency are adjusted to the year-end exchange rate. Profit and loss arising from this adjustment is recorded in the income statement for the year.

 

5.17. Recognition of revenue and expenses–

 

Revenues and expenses are recognized on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Specifically, revenue is calculated at the fair value of the payment to be received and represents the amounts receivable for the goods delivered and the services provided as part of the company’s usual activities, less discounts, VAT, Excise Duty on Tobacco Products and other sales taxes.

 

Pursuant to the regulations in the main countries in which it operates, the Group pays excise taxes on the tobacco products it sells, which are passed on to customers. The Group does not record as revenues or expenses the amounts relating to excise taxes, which amounted to, approximately €25,496,151 in 2005 and €16,245,356 thousand in 2004.

 

In compliance of the provisions of IAS 18, in those purchase and sale operations in which the Group, regardless of the legal form in which these are executed, receives commission, only the revenue for commission is recognised. Sales and marketing commission is included in Revenues. The Group recognizes income or loss from transactions involving products sold on consignment (mainly official forms and some tobacco products) at the date of the sale.

 

Interest revenue and expenses are accrued on a time basis according to the principal pending payment and the effective interest rate charged.

 

Dividend revenue from investments is recognised when the rights of the shareholders to receive the dividend payment have been established.

 

13



 

5.18. Corporate income tax–

 

The expense for corporate income tax of each year is calculated on the basis of book income before taxes, increased or decreased, as appropriate, by the permanent differences from taxable income, net of tax relief and tax credits. Rates used to calculate income tax are those prevailing at the closing date of the balance sheet.

 

The Parent Company files consolidated tax returns with all the companies in which it had a direct or indirect holding of at least 75% as of January 1, 2005, and which are domiciled in Spain for tax purposes.

 

Deferred tax assets and liabilities are reported using the balance sheet method, in relation with the temporary differences arising between the carrying amount of the asset or liability in the financial statements and the tax base used to calculate the taxable income for the year, except if the difference relates to goodwill which is not tax deductible.

 

Deferred tax assets and liabilities are calculated at the tax rates prevailing at the date of the balance sheet and that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax assets and liabilities are charged or credited to the income statement, except for items which are taken directly to equity accounts, in which case the deferred tax assets and liabilities are also charged or credited to said equity accounts.

 

Deferred tax assets and tax credits arising from tax loss carryforwards are recognised when it is likely that the Company will be able to recover these in the future, regardless of the timing of recovery. Deferred tax assets and liabilities are recorded as its nominal value and are classified as non-current assets (liabilities) in the balance sheet.

 

The Group follows a policy of recording deferred tax arising from the deductibility for tax purposes of the amortization of certain goodwill generated on the acquisition of companies. Deferred tax assets and liabilities are revised at each closing to verify they remain in force; with the appropriate corrections being made to these according to the results of the revision. The “Corporate income tax” caption represents the sum of the income tax expense for the year and the result of recording deferred tax assets and liabilities (see Note 30).

 

5.19. Consolidated cash flow statements–

 

The consolidated cash flow statements were prepared using the indirect method and the terms used are defined as follows:

 

·    Cash flows: inflows and outflows of cash and equivalents; such are defined as highly liquid short-term investments with low risk of experiencing significant fluctuations in their value.

 

·    Operating activities: regular activities engaged in by companies that belong to the consolidated group, in addition to other activities that do not fall under the categories of investing or financing activities.

 

·    Investing activities: activities relating to the acquisition, disposal or holding by other means of long-term assets and other investments not included under cash and cash equivalents

 

·    Financing activities: activities that lead to changes in equity and financing liabilities.

 

14



 

6.  EARNINGS PER SHARE

 

The basic earning per share is calculated by dividing the net income of the Group (after taxes and minority interest) by the daily average of outstanding shares during the year, excluding the average number of treasury stock held.

 

The earning per share is calculated as follows:

 

 

 

2005

 

2004

 

Variation

 

Net income for the year (thousands of euros)

 

576,615

 

539,337

 

37,278

 

Daily average of outstanding shares (thousands of shares)

 

279,002

 

288,431

 

(9,429

)

Average number of treasury stock held (thousands of shares)

 

(6,660

)

(4,531

)

(2,129

)

 

 

272,342

 

283,900

 

(11,558

)

EARNING PER SHARE (EUROS)

 

2.12

 

1.90

 

 

 

 

As of December 31, 2004 and 2005, there were no dilutive effects on earnings per share.

 

7.  PROPERTY, PLANT AND EQUIPMENT

 

The variations recorded in 2005 and 2004 in this caption in the consolidated balance sheets were as follows:

 

 

 

Thousands of Euros

 

2005

 

Balance at
01/01/05

 

Additions or
Provisions

 

Changes
in
Consolidation 
Perimeter

 

Translation
Retirements
or
Reductions

 

Differences,
Transfers
and Other

 

Balance at
12/31/05

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and buildings

 

730,667

 

20,489

 

39,432

 

(18,816

)

30,335

 

802,107

 

Plant and machinery

 

1,252,121

 

20,124

 

20,489

 

(53,282

)

69,118

 

1,308,570

 

Other fixture, tools and furniture

 

159,470

 

4,190

 

18,830

 

(8,455

)

(3,928

)

170,107

 

Other assets

 

138,991

 

5,813

 

168,150

 

(7,362

)

75,881

 

381,473

 

Construction in progress

 

74,307

 

97,136

 

6,651

 

(9,824

)

(102,628

)

65,642

 

 

 

2,355,556

 

147,752

 

253,552

 

(97,739

)

68,778

 

2,727,899

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(305,274

)

(26,475

)

(2,154

)

4,545

 

(16,716

)

(346,074

)

Fixtures and equipment

 

(956,104

)

(76,733

)

(14,356

)

50,165

 

(1,905

)

(998,933

)

Other fixtures, tools and furniture

 

(113,432

)

(13,433

)

(13,982

)

7,992

 

18,686

 

(114,169

)

Other assets

 

(79,041

)

(22,663

)

(139,872

)

6,903

 

(45,357

)

(280,030

)

 

 

(1,453,851

)

(139,304

)

(170,364

)

69,605

 

(45,292

)

(1,739,206

)

Impairment losses

 

(17,197

)

(1,888

)

 

1,713

 

(307

)

(17,679

)

TOTAL

 

884,508

 

6,560

 

83,188

 

(26,421

)

23,179

 

971,014

 

 

15



 

 

 

Thousands of Euros

 

2004

 

Balance at
01/01/04

 

Additions or
Provisions

 

Changes
in
Consolidation 
Perimeter

 

Translation
Retirements
or
Reductions

 

Differences,
Transfers
and Other

 

Balance at
12/31/04

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and buildings

 

664,693

 

3,562

 

49,636

 

(12,825

)

25,601

 

730,667

 

Plant and machinery

 

1,206,954

 

18,110

 

(25,253

)

(31,799

)

84,109

 

1,252,121

 

Other fixtures, tools and furniture

 

155,171

 

3,917

 

(879

)

(5,971

)

7,232

 

159,470

 

Other assets

 

99,400

 

2,638

 

28,447

 

(3,853

)

12,359

 

138,991

 

Construction-in-progress

 

59,523

 

110,125

 

1,435

 

(166

)

(96,610

)

74,307

 

 

 

2,185,741

 

138,352

 

53,386

 

(54,614

)

32,691

 

2,355,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

(279,678

)

(25,803

)

(4,021

)

6,731

 

(2,503

)

(305,274

)

Fixtures and equipment

 

(896,738

)

(78,425

)

23,961

 

29,527

 

(34,429

)

(956,104

)

Other fixtures, tools and Furniture

 

(103,018

)

(15,134

)

734

 

5,627

 

(1,641

)

(113,432

)

Other assets

 

(71,116

)

(9,278

)

(2,377

)

3,308

 

422

 

(79,041

)

 

 

(1,350,550

)

(128,640

)

18,297

 

45,193

 

(38,151

)

(1,453,851

)

Impairment loss

 

(7,722

)

(11,348

)

 

1,820

 

53

 

(17,197

)

TOTAL

 

827,469

 

(1,636

)

71,683

 

(7,601

)

(5,407

)

884,508

 

 

Changes in consolidation perimeter

 

The changes in the perimeter of consolidation correspond basically to the inclusion of the property, plant and equipment relating to the companies Balkan Star and Logista Italia acquired in 2004 and in part, the property, plant and equipment of the Retail Airport Finance Subgroup, acquired in 2005, which mainly consist of the assets of Aldeasa, S.A.

 

Additions

 

The most significant additions in 2005 related to plant improvements and increases in capacity, which form part of the Group’s ordinary business activities.

 

Retirements

 

The disposals of property, plant and equipment in 2005 relate mainly to the sale of land and other properties of the Group.

 

Leased assets

 

The primary asset purchased under a leasing agreement corresponds to the building that houses the Group’s registered office in Madrid, which is included in the “Land and buildings” account in the amount of €42,281 thousand.

 

Other information

 

As of December 31, 2005, the Group’s directors estimate the recoverable value of the assets to be greater than their net carrying value.

 

As of December 31, 2005, fully depreciated property, plant and equipment items in use amounted to €879,879 thousand (€770,885 thousand as of December 31, 2004).

 

The Group has taken out insurance policies to cover any potential risks to which the fixed assets cap are exposed, as well as any potential claims that could be filed in response to their use, whereas said policies sufficiently cover the risks to which they are exposed.

 

8. INVESTMENT PROPERTY

 

The variations recorded in 2005 and 2004 in this caption in the consolidated balance sheets were as follows:

 

16



 

 

 

Thousands of Euros

 

 

 

Cost

 

Accumulated
Depreciation

 

Loss

 

Net

 

Balance as of 01/01/04

 

72,057

 

(39,937

)

(3,180

)

28,940

 

Additions

 

 

(849

)

 

(849

)

Asset transfers

 

192

 

(1

)

 

191

 

Balance as of 12/31/04

 

72,249

 

(40,787

)

(3,180

)

28,282

 

Changes in the consolidation scope

 

12,555

 

(4,596

)

 

7,959

 

Additions

 

134

 

(957

)

 

(823

)

Reductions or retirements

 

(7,770

)

3,986

 

 

(3,784

)

Asset transfers

 

(27,007

)

19,537

 

 

(7,470

)

Balance as of 12/31/05

 

50,161

 

(22,817

)

(3,180

)

24,164

 

 

The Group’s investment property corresponds primarily to assets from former cigar ad cigarette factories currently closed for business and on the market, although such sales are not expected to transpire in the short term.

 

The fair value of the Group’s investment property as of December 31, 2005 is not significantly different from the carrying value.

 

9. GOODWILL

 

The variations recorded in 2004 and 2005 in this caption in the accompanying consolidated balance sheets were as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Balance at the beginning of the year

 

2,401,354

 

1,667,488

 

Additions

 

378,074

 

829,846

 

Reductions

 

 

(36,028

)

Transfers / allocations

 

(15,716

)

4,044

 

Translation differences arising in the year

 

103,901

 

(44,234

)

Impairment losses

 

(3,802

)

(19,762

)

BALANCE AT THE END OF THE YEAR

 

2,863,811

 

2,401,354

 

 

The most significant variations in 2005 and 2004 were as follows:

 

2005

 

Additions–

 

a)  RTM: €246,093 thousand: in June 2003 the Parent Company submitted the successful bid in the privatisation tender for 80% of RTM. The Moroccan State will keep its remaining 20% holding for a period of two years, after which it will have a further two-year period in which to launch a public share offering. In the event that the aforementioned public offering was not fully subscribed, Altadis, S.A. was guaranteed a purchase option and the Moroccan State was guaranteed a sale option. The Group considers that such options will likely be exercised and thus it has decided to record the 20% purchase at the same price per share paid in 2003. As such, no minority interest exists as of December 31, 2005 relating to this company (Note 22).

 

b)  Aldeasa: €84,980 thousand; this relates to the goodwill that arose on the transaction described under Note 2.7.5.a, as a result of the contribution made by Altadis, S.A., and the subsequent takeover bid.

 

c)  Logista Italia: the Group reached an agreement with Axiter Investments, shareholder of the remaining 4% of Logista Italia capital stock, that ensured Altadis, S.A. a purchase option and Axiter Investments a sale option. In accordance with IFRS, the Group recorded the liability arising from the exercise of the sale-purchase option. The goodwill that arose amounts to €34,220 thousand.

 

The detail of “Goodwill” in the consolidated balance sheets as of December 31, 2004 and 2005 on the basis of the companies from where it arose are as follows:

 

2004

 

Additions–

 

a)  RTM: €17,026 thousand: the addition to goodwill relating to this company arose from the adjustment of certain provisions that had originally been calculated in 2003 on the basis of preliminary information.

 

b)  Balkan Star: €155,570 thousand: this relates to the goodwill that arose on the acquisition of a 99.69% holding in this company, which was allocated in 2005.

 

c)  Logista Italia: €628,675 thousand: this balance includes €530,413 thousand relating to the goodwill that arose on the acquisition (96%) of the company and €98,262 thousand relating to intangible assets already recorded by Logista Italia in the consolidated financial statements at the time of purchase.

 

Retirements–

 

The main reduction relates to the decrease (€31,377 thousands) of the goodwill of Corporación Habanos recorded as a result of an adjustment to the acquisition price, as agreed when the related acquisition was made.

 

17



 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

 

 

Cost

 

Impairment
Losses

 

Cost

 

Impairment
Losses

 

Consolidated company–

 

 

 

 

 

 

 

 

 

SEITA

 

152,620

 

 

152,620

 

 

LOGISTA

 

21,805

 

 

21,805

 

 

RTM

 

1,195,961

 

 

926,786

 

 

TCI

 

10,402

 

 

10,000

 

 

ITI Cigars Subgroup–

 

 

 

 

 

 

 

 

 

Empor

 

718

 

 

 

 

Emporlojas

 

145

 

 

 

 

ITB Corporation

 

5,841

 

 

 

 

TCI Subgroup–

 

 

 

 

 

 

 

 

 

MC Management

 

2,343

 

 

2,343

 

 

Tabacalera de García

 

35,018

 

 

30,329

 

 

La Flor de Copán

 

3,977

 

 

 

 

Urex Inversiones Subgroup–

 

 

 

 

 

 

 

 

 

Servicio de Venta Automática

 

2,484

 

 

2,485

 

 

Tabacmesa

 

1,226

 

 

1,273

 

 

LOGISTA Subgroup–

 

 

 

 

 

 

 

 

 

Logista Italia

 

662,052

 

 

626,370

 

 

Terzia

 

2,305

 

 

2,305

 

 

 

Dronas 2002

 

38,489

 

 

38,488

 

 

Comercial de Prensa SIGLO XXI

 

1,619

 

 

1,619

 

 

Logista France

 

880

 

 

1,853

 

 

Additional Goodwill acquired by Logista

 

3,896

 

 

2,257

 

 

SEITA Subgroup–

 

 

 

 

 

 

 

 

 

Altadis USA

 

369,254

 

 

324,308

 

 

Balkan Star

 

150,860

 

 

150,921

 

 

Supergroup Distribution

 

19,704

 

(11,700

)

19,704

 

(11,700

)

Altadis Polska

 

25,771

 

(9,456

)

23,380

 

(8,062

)

Altadis Luxembourg

 

12,638

 

 

12,638

 

 

Altadis Finland

 

3,239

 

 

3,239

 

 

LPM Promodem

 

4,793

 

 

4,793

 

 

Societé Allumettière Française (SAF)

 

761

 

 

761

 

 

Philippine Bobbin Corporation Cigars

 

662

 

 

544

 

 

Metavideotex Distribution

 

453

 

 

453

 

 

RP Diffusion

 

8,095

 

(3,802

)

8,097

 

 

 

Additional Goodwill acquired by SEITA

 

77

 

 

93

 

 

 

 

2,738,088

 

(24,958

)

2,369,464

 

(19,762

)

Joint ventures–

 

 

 

 

 

 

 

 

 

Retail Airport Finance (RAF) Subgroup–

 

 

 

 

 

 

 

 

 

Aldeasa

 

84,980

 

 

 

 

ITI Cigars Subgroup–

 

 

 

 

 

 

 

 

 

Corporación Habanos Subgroup

 

64,674

 

 

50,762

 

 

Internacional Cubana de Tabaco

 

1,027

 

 

890

 

 

 

 

150,681

 

 

51,652

 

 

TOTAL GOODWILL

 

2,888,769

 

(24,958

)

2,421,116

 

(19,762

)

 

18



 

The Group’s directors have implemented a procedure to be followed annually to identify potential capital losses on the cost recorded with respect to the recoverable value of such losses. The procedure for performing the impairment test is as follows:

 

·

 

The recoverable amounts are calculated for each cash-generating unit, taking into account the value in use.

 

 

 

·

 

The directors of each business unit prepares an annual business plan by market and business activity for each cash-generating unit for the following three years. The plan mainly includes:

 

 

 

 

 

·

Profit and loss forecasts.

 

 

 

 

 

 

·

Investment and working capital forecasts.

 

 

 

·

 

The forecasts are prepared on the basis of past experience and best estimates, which are consistent with external information.

 

 

 

·

 

The business plans prepared are reviewed and subsequently approved by the Executive Committee and the Board of Directors.

 

 

 

·

 

Other variables that influence the figures include:

 

 

 

 

 

·

Discount rate to be applied, defined as the weighted average cost of capital, with the cost associated with liabilities and the specific risks related to assets being the primary variables that influence its calculation. The discount rate used fluctuated between 6.04% and 13.89% in 2005.

 

 

 

 

 

 

·

The cash flow growth rate used to extrapolate projected cash flows for periods of time that extend beyond the period covered by budgets and forecasts. This growth rate is between 0% and 1% for mature markets and between 1% and 3% for emerging markets.

 

As of December 31, 2005, the carrying values for goodwill and intangible assets with indefinite life by cash-generating units were as follows:

 

 

 

Thousands of Euros

 

 

 

Goodwill

 

Other
Intangible
Assets with
Indefinite Life
(Note 11)

 

Total

 

SEITA(Cigarettes, Cigars y Logistic)

 

152,620

 

 

152,620

 

LOGISTA Subgroup–

 

731,046

 

 

731,046

 

RTM (Cigarettes y Logistic)

 

1,195,961

 

244,200

 

1,440,161

 

Cigars USA

 

410,592

 

141,492

 

552,084

 

Balkan Star (Cigarettes)

 

150,860

 

 

150,860

 

Cigars Habanos

 

72,405

 

138,355

 

210,760

 

Aldeasa

 

84,980

 

 

84,980

 

Other

 

65,347

 

4,104

 

69,451

 

BALANCE AT THE END OF THE YEAR

 

2,863,811

 

528,151

 

3,391,962

 

 

In 2004, the Group’s directors performed an impairment test against recorded goodwill and identified losses in the amount of €19,762 thousand in goodwill from Altadis Polska and Supergroup Distribution.

 

In addition, losses in the amount of €3,802 thousand in goodwill from RP Diffusion were identified in 2005.

 

The variations that have affected the impairment of goodwill in 2004 and 2005 are as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Balance at the beginning of the year

 

(19,762

)

 

Provisions with a charge to income

 

(3,802

)

(19,762

)

Transation differences and others

 

(1,394

)

 

BALANCE AT THE END OF THE YEAR

 

(24,958

)

(19,762

)

 

The directors of the Parent Company consider that, in accordance with the estimates and forecasts available, the Group’s forecasted income from these companies offsets the recovery of the net value of goodwill recorded.

 

19



 

10. OTHER INTANGIBLE ASSETS

 

The variations in “Intangible assets” in 2005 and 2004 are as follows:

 

 

 

Thousands of Euros

 

2005

 

Balance at
01/01/05

 

Additions
or
Provisions

 

Changes in
Consolidation 
Perimeter

 

Retirements
or
Reductions

 

Transfers

 

Translation
Differences

 

Balance at
 12/31/05

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With indefinite life–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

480,726

 

797

 

 

(2,171

)

6,316

 

42,483

 

528,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With finite life–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concessions, rights and licenses

 

260,039

 

915

 

133,769

 

(1,492

)

(10,860

)

21,571

 

403,942

 

Computer software and other equipment

 

90,003

 

18,499

 

4,249

 

(2,341

)

13,957

 

88

 

124,455

 

 

 

830,768

 

20,211

 

138,018

 

(6,004

)

9,413

 

64,142

 

1,056,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concessions, rights and licenses

 

(62,724

)

(36,594

)

(14,003

)

1,294

 

(2,533

)

(5,860

)

(120,420

)

Computer software and other equipment

 

(38,371

)

(18,071

)

(3,112

)

2,442

 

(8,379

)

(25

)

(65,516

)

 

 

(101,095

)

(54,665

)

(17,115

)

3,736

 

(10,912

)

(5,885

)

(185,936

)

Impairment losses

 

(12,112

)

 

 

 

803

 

 

(11,309

)

TOTAL

 

717,561

 

(34,454

)

120,903

 

(2,268

)

(696

)

58,257

 

859,303

 

 

 

 

Thousands of Euros

 

2004

 

Balance at
01/01/04

 

Additions
or
Provisions

 

Changes in
Consolidation
Perimeter

 

Retirements
or
Reductions

 

Transfers

 

Translation
Differences

 

Balance at
12/31/04

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With indefinite life–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

513,015

 

1,125

 

6,892

 

(3,868

)

321

 

(36,759

)

480,726

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With finite life–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concessions, rights and licenses

 

360,169

 

 

4,758

 

(94,091

)

 

(10,797

)

260,039

 

Computer software and other equipment

 

69,758

 

9,578

 

3,395

 

(3,175

)

10,347

 

100

 

90,003

 

 

 

942,942

 

10,703

 

15,045

 

(101,134

)

10,668

 

(47,456

)

830,768

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortisation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concessions, rights and licenses

 

(56,407

)

(27,499

)

 

18,886

 

 

2,296

 

(62,724

)

Computer software and other equipment

 

(34,974

)

(11,895

)

(2,349

)

3,101

 

7,182

 

564

 

(38,371

)

 

 

(91,381

)

(39,394

)

(2,349

)

21,987

 

7,182

 

2,860

 

(101,095

)

Impairment losses

 

(66,337

)

 

 

54,225

 

 

 

 

(12,112

)

TOTAL

 

785,224

 

(28,691

)

12,696

 

(24,922

)

17,850

 

(44,596

)

717,561

 

 

20



 

The trademarks are associated with cash-generating units to which the same criteria described under Note 9 to determine potential losses are applied.

 

The “Concessions, rights and licenses” account primarily includes the following concepts:

 

·                  Concession for the monopoly to import and distribute wholesaler tobacco in Morocco. The amortization period coincides with the duration of the concession contract and is for 4.5 years from the time of its acquisition (July 2003).

 

·                  Other concessions and rights (Corporación Habanos and Altadis USA) the amortization period for which stands at 20 years.

 

·                  Aldeasa’s concessions to operate stores in airports, both domestic and international. The amortization period ranges from 2 to 9 years.

 

All recorded intangible assets have been acquired by the Group from third parties.

 

Fully amortised intangible assets in use at 31 December 2005 and 2004, amounted to approximately EUR 29,508 thousand and EUR 23,876 thousand, respectively.

 

As of December 31, 2005, indications of loss in value were not found in the case of any of the Group’s intangible assets. The Board of directors estimate the recoverable value of the assets to be greater than their carrying value, and thus no provisions have been recorded for impairment losses.

 

11. INVESTMENTS IN ASSOCIATES

 

The variations in 2005 and 2004 in the ownership interests in associated companies were as follows:

 

 

 

Thousands of Euros

 

2005

 

Balance at
01/01/05

 

Additions

 

Reductions

 

Share
in
Income for
the Year

 

Distribution
of
Dividends

 

Translation
Differences
and Other

 

Balance
at
12/31/05

 

Direct ownership interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aldeasa

 

116,756

 

 

(115,706

)

(933

)

(117

)

 

 

CITA Tabacos de Canarias

 

28,667

 

 

(24,000

)

(4,667

)

 

 

 

 

Tabaqueros Asociados

 

878

 

 

 

466

 

(377

)

 

967

 

Tabacos Elaborados

 

1,261

 

 

 

684

 

(553

)

 

1,392

 

Tabacos Canary Island (TACISA)

 

7,949

 

 

(8,000

)

51

 

 

 

 

MTS

 

2,671

 

 

 

(725

)

 

 

1,946

 

Urex Inversiones Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compañía Española de Tabaco en Rama

 

11,830

 

 

 

106

 

(274

)

 

11,662

 

Unión Ibérica de Radio

 

4,558

 

 

 

535

 

 

 

5,093

 

Inversiones Tabaqueras Internacionales Cigars (ITI Cigars) Subgroup:

 

108

 

223

 

(76

)

7

 

 

4

 

266

 

RAF Subgroup

 

 

1,460

 

(412

)

 

 

 

1,048

 

LOGISTA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Iberia L.A.E.

 

195,273

 

34

 

(195,307

)

 

 

 

 

Other

 

934

 

 

(642

)

302

 

(112

)

 

482

 

SEITA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intertab

 

1,077

 

 

 

253

 

 

(10

)

1,320

 

LTR Industries

 

6,971

 

 

(7

)

4,047

 

(2,971

)

 

8,040

 

MITSA

 

433

 

 

 

327

 

 

 

760

 

TOTAL

 

379,366

 

1,717

 

(344,150

)

453

 

(4,404

)

(6

)

32,976

 

 

21



 

 

 

Thousands of Euros

 

 

 

 

 

Share in

 

Distribution

 

Translation

 

 

 

 

 

Balance at

 

Income for

 

of

 

Differences

 

Balance at

 

2004

 

01/01/04

 

the Year

 

Dividends

 

and Other

 

12/31/04

 

Direct ownership interests:

 

 

 

 

 

 

 

 

 

 

 

Aldeasa

 

112,935

 

10,691

 

(6,873

)

3

 

116,756

 

CITA Tabacos de Canarias

 

24,474

 

4,193

 

 

 

28,667

 

Tabaqueros Asociados

 

772

 

417

 

(311

)

 

878

 

Tabacos Elaborados

 

1,106

 

611

 

(456

)

 

1,261

 

Tabacos Canary Island (TACISA)

 

11,364

 

(3,415

)

 

 

7,949

 

MTS

 

1,888

 

783

 

 

 

2,671

 

Urex Inversiones Subgroup:

 

 

 

 

 

 

 

 

 

 

 

Compañía Española de Tabaco en Rama

 

10,778

 

1,052

 

 

 

11,830

 

Unión Ibérica de Radio

 

4,104

 

451

 

 

3

 

4,558

 

Inversiones Tabaqueras Internacionales Cigars (ITI Cigars) Subgroup:

 

250

 

 

 

(142

)

108

 

LOGISTA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

Iberia L.A.E.

 

182,416

 

14,740

 

(1,835

)

(48

)

195,273

 

Other

 

887

 

225

 

(175

)

(3

)

934

 

SEITA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

Intertab

 

947

 

180

 

 

(50

)

1,077

 

LTR Industries

 

6,068

 

4,016

 

(3,150

)

37

 

6,971

 

MITSA

 

25

 

408

 

 

 

433

 

TOTAL

 

358,014

 

34,352

 

(12,800

)

(200

)

379,366

 

 

As of December 31, 2004, ownership interests in Iberia L.A.E. were accounted for by the equity method, the Group having decided to apply IAS 39 from January 1, 2005.

 

The most significant financial information related to ownership interests in the main associated companies is as follows:

 

 

 

Thousands of Euros

 

 

 

Assets

 

Equity

 

Revenues

 

 

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

Direct ownership interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

Aldeasa, S.A.

 

 

288,093

 

 

194,538

 

 

629,557

 

CITA Tabacos de Canarias, S.L.

 

 

160,776

 

 

57,334

 

 

169,096

 

Tabacos Canary Island (TACISA)

 

 

33,813

 

 

15,898

 

 

51,182

 

Urex Inversiones Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

Compañía Española de Tabaco en Rama, S.A.

 

77,699

 

76,980

 

57,772

 

55,532

 

34,357

 

43,103

 

Unión Ibérica de Radio, S.A.

 

16,520

 

16,077

 

11,209

 

8,583

 

4,203

 

3,929

 

LOGISTA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

Iberia L.A.E.

 

 

4,853,599

 

 

1,645,766

 

 

4,601,665

 

SEITA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

Intertab

 

3,399

 

4,422

 

2,641

 

2,153

 

10,639

 

9,798

 

LTR Industries

 

113,863

 

106,133

 

17,207

 

17,986

 

100,446

 

106,232

 

MITSA

 

7,634

 

6,054

 

3,165

 

1,803

 

7,289

 

7,704

 

 

22



 

Annex I includes a list of main ownership interests in associated companies, which details the name, corporate headquarters, and primary business activity, the percentage of ownership held by the Group, as well as additional financial information.

 

12. FINANCIAL INVESTMENTS

 

12.1. Available for sale

 

The variations recorded in 2005 in this caption were as follows:

 

 

 

Thousands of Euros

 

 

 

Balance at
01/01/05

 

Additions

 

Retirements or
Reductions

 

Other

 

Balance at
12/31/05

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

Iberia L.A.E.

 

 

155,978

 

(15,904

)

 

140,07

 

Other

 

8,495

 

5,693

 

(10,350

)

2,042

 

5,880

 

TOTAL

 

8,495

 

161,671

 

(28,821

)

4,609

 

145,954

 

 

As indicated under Note 2.3 and with a view towards the first-time adoption of IAS 32 and 39, on January 1, 2005, Altadis recorded the ownership interests it holds, by way of Subgroup Logista, in Iberia L.A.E. as a financial investment available for sale, basing its value from that time forward on its share price (2.55 per share as of January 1, 2005).

 

In august 2005, Iberia L.A.E. paid extraordinary dividends to its shareholders of 0.30 per share, which corresponds to the partial distribution of capital gains earned on the sale of Amadeus in july 2005. Said extraordinary dividend payout amounted 18,471 thousand.

 

Payment of this dividend led to a decline in the share price of Iberia L.A.E. by a similar amount to that of the dividend. This payment of dividends resulted in the distribution of earnings which were already included in the value of the Iberia shareholding when the Group acquired it. Accordingly, the Group considers this decline in the share price to be a permanent reduction in the value of its investment and has recorded its impact (18,471 thousand) as a reduction in the value of the initial investment.

 

As of December 31, 2005, Iberia L.A.E. quoted at 2.29 per share.

 

This caption also includes other minority investments in non consolidated companies that are individually insignificant.

 

12.2. Other non-current financial assets

 

The variations recorded in 2005 and 2004 in this caption were as follows:

 

 

 

Thousands of Euros

 

2005

 

Balance at
01/01/05

 

Additions

 

Changes in the
Consolidation
Perimeter

 

Retirements or
Reductions

 

Other

 

Translation
Differences

 

Balance at
12/31/05

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans

 

61,117

 

5,153

 

 

(6,959

)

(2,743

)

2,288

 

58,856

 

Long-term deposits and guarantees

 

20,168

 

501

 

374

 

(3,506

)

1,939

 

1,609

 

21,085

 

Other investments

 

2,932

 

3,222

 

 

(100

)

(2,201

)

372

 

4,225

 

 

 

84,217

 

8,876

 

374

 

(10,565

)

(3,005

)

4,269

 

84,166

 

Provisions

 

(19,258

)

(4,760

)

 

5,098

 

263

 

(224

)

(18,881

)

TOTAL

 

64,959

 

4,116

 

374

 

(5,467

)

(2,742

)

4,045

 

65,285

 

 

23



 

 

 

Thousands of Euros

 

2004

 

Balance at
01/01/04

 

Additions

 

Changes in the
Consolidation
Perimeter

 

Retirements or
Reductions

 

Other

 

Translation
Differences

 

Balance at
12/31/04

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term loans

 

83,587

 

 

214

 

(22,463

)

923

 

(1,144

)

61,117

 

Long-term deposits and guarantees

 

20,751

 

5,551

 

(9

)

(4,985

)

(163

)

(977

)

20,168

 

Other investments

 

4,746

 

1,584

 

247

 

(218

)

(3,278

)

(149

)

2,932

 

 

 

109,084

 

7,135

 

452

 

(27,666

)

(2,518

)

(2,270

)

84,217

 

Provisions

 

(20,399

)

(15

)

 

1,251

 

(198

)

103

 

(19,258

)

TOTAL

 

88,685

 

7,120

 

452

 

(26,415

)

(2,716

)

(2,167

)

64,959

 

 

Long-term loans

 

The loans granted are mainly loans granted to personal, loans to third parties and loans to finance the tobacco industry. The caption in accordance with maturities and interest is as follows:

 

 

 

 

 

Date of Maturity

 

Average

 

 

 

Balance at

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

12/31/05

 

2006

 

2007

 

2008

 

2009

 

2010

 

Other

 

Rate

 

Employee loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans in foreign currency

 

17,600

 

2,334

 

2,127

 

1,916

 

1,676

 

1,489

 

8,058

 

3

%

Loans to the tobacco industry–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans in foreign currency

 

10,430

 

 

1,443

 

3,060

 

3,062

 

2,865

 

 

Libor + 0,25

%

Loans to third parties–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans in euros

 

14,828

 

5,900

 

 

7,522

 

 

 

1,406

 

4,9

%

Loans in foreign currency

 

15,998

 

 

 

13,933

 

 

 

2,065

 

Libor + 0,25

%

TOTAL

 

58,856

 

8,234

 

3,570

 

26,431

 

4,738

 

4,354

 

11,529

 

 

 

 

12.3. Financial assets at fair value

 

As of December 31, 2004 and 2005 this caption shows the following breakdown:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Current deposits and other assets

 

53,063

 

70,627

 

Derivatives at fair value (Note 27)

 

44,011

 

 

 

 

97,074

 

70,627

 

 

This caption mainly includes investments made by the Group in deposits that mature in less than three months.

 

12.4. Other current financial assets

 

As of December 31, 2004 and 2005 this caption shows the following breakdown:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Loans granted to third parties

 

55,719

 

47,262

 

Insurance funds

 

45,045

 

53,629

 

Short-term deposits and guarantees

 

1,744

 

43,114

 

Loans granted to associated companies (Note 37)

 

206

 

25,558

 

Other

 

1,408

 

1,119

 

Provisions

 

(8,462

)

(8,168

)

 

 

95,660

 

162,514

 

 

At December 31, 2005 the loans granted to third parties are primarily loans for financing the tobacco industry in an amount of €31,263 thousand (€27,078 thousand in 2004). The average interest rate on said loans totalled 4.22% and 2.77% in 2005 and 2004, respectively.

 

The “Insurance funds” account corresponds primarily to investments held with various insurance companies which is remunerated using a floating interest rate. In 2005, the average interest rate stood at 4.26% (4.22% in 2004).

 

24



 

As of December 31, 2004, the “Short-term deposits and guarantees” caption basically included a short-term escrow account in the amount of 40,000 thousand relating to the retention of the purchase price for the Group’s company Balkan Star (Note 2.7.5). A financial institution had been used to make the deposit. In 2005, the Group proceeded to pay the vendor in full.

 

13. INVENTORIES

 

The detail of the Group’s inventories as of December 31, 2005 and 2004 was as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Raw materials and other supplies

 

570,308

 

549,912

 

Semifinished goods and work-in-progress

 

76,121

 

80,757

 

Finished goods

 

338,285

 

294,509

 

Merchandise

 

1,033,606

 

880,011

 

Provisions

 

(51,970

)

(45,771

)

 

 

1,966,350

 

1,759,418

 

 

14. TRADE AND OTHER RECEIVABLES

 

“Trade and other receivables” caption of the accompanying consolidated balance sheets as of December 31, 2005 and 2004 shows the following breakdown:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Receivables for sales and services

 

2,031,900

 

2,305,494

 

Receivable from associates

 

6,383

 

17,071

 

Other receivables

 

495,968

 

229,319

 

Employee receivables

 

2,531

 

1,778

 

Advances to suppliers

 

34,403

 

37,048

 

Less- Allowances for bad debts

 

(54,695

)

(54,595

)

 

 

2,516,490

 

2,536,115

 

 

Receivables for sales and services

 

This account includes mainly the balances receivable from sales outlets for the sale of tobacco and revenue and postage stamps relating, basically, to the last supply in the year for settlement at the beginning of the following year. It also includes excise taxes on the tobacco products and VAT on the sale of tobacco, which are not included in net sales (Note 5.17).

 

The average collection period ranges between 10 and 45 days, with no interest accrual as a general rule.

 

The Group follows the procedures for determining potentially bad debts on the basis of a specific analysis.

 

The Group’s Board of directors consider that the carrying value of trade receivables and other accounts receivable approximate their reasonable value.

 

Other receivables

 

This account includes, basically, the sum of excise taxes on the tobacco products charged at year-end and after being passed on to customers.

 

Advances to suppliers

 

The “Advances to supplies” account includes advances granted to proportionally consolidated companies which have not been eliminated on consolidation amounting to 15,600 thousand in 2005 and 18,080 in 2004.

 

15. CASH AND CASH EQUIVALENTS

 

The detail of this caption of the consolidated balance sheets as of December 31, 2004 and 2005 shows the following breakdown:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Cash

 

413,244

 

294,672

 

Funds (monetary market)

 

585,010

 

579,348

 

Eurodeposits

 

10,122

 

43,000

 

SICAV (Morocco)

 

80,381

 

55,885

 

Other

 

3,708

 

4,999

 

 

 

1,092,465

 

977,904

 

 

This caption mainly includes the Group’s cash, in addition to investment and bank deposits. The maturity does not exceed three months. The average interest rate earned by the Group for its cash balances and equivalent assets in 2005 stood at 2.05% (2.01% in 2004).

 

The carrying value for these assets approximates their fair value.

 

25



 

16. OTHER CURRENT ASSETS

 

The “Other current assets” caption of the accompanying consolidated balance sheets as of December 31, 2004 and 2005 corresponds to advanced payments.

 

17. CAPITAL STOCK AND TREASURY STOCK

 

Changes in the Parent Company’s share capital in 2004 and 2005 were as follows:

 

 

 

Number of
Shares

 

Par value /
Share
(Euros)

 

Nº of shares and par value at January 1, 2004

 

290,471,426

 

0.60

 

Capital reduction:

 

(7,250,000

)

0.60

 

Nº of shares and par value at December 31, 2004

 

283,221,426

 

0.60

 

Capital reduction:

 

(14,000,000

)

0.60

 

Nº OF SHARES AND PAR VALUE AT DECEMBER 31, 2005

 

269.221.426

 

0,60

 

 

Pursuant to the resolution adopted at the Shareholders’ Meeting on June 15, 2004, the Parent Company reduced capital through the retirement of 7,250,000 shares with a par value of 4,350 thousand and a reduction of 171,330 thousand of share premium.

 

In addition, pursuant to the decision adopted at the General Meeting of Shareholders of 29 June 2005, the Parent Company reduced capital through the retirement of 14,000,000 shares with a par value of 8,400 thousand and a reduction of 447,957 thousand of reserves.

 

As of December 31, 2005, all of the shares are of the same class and are fully subscribed and paid.

 

As of 31 December 2005, none of the shareholders owned more than 10% of the share capital of Altadis, S.A.

 

The Parent Company’s shares, which are listed on the computerized trading system of the Spanish and Paris Stock Exchanges, all have equal voting and dividend rights.

 

Treasury stock

 

The variations in this heading on the consolidated balance sheet as of 31 December 2004 and 2005 were as follows:

 

 

 

 

 

Thousand Euros

 

 

 

Number of
Shares

 

Acquisition
Cost

 

Provision

 

Total

 

Balance January 1, 2004

 

3,059,013

 

66,106

 

(54,199

)

11,907

 

Increases

 

9,320,483

 

255,432

 

 

255,432

 

Decreases

 

(706,022

)

(14,691

)

 

(14,691

)

Capital reduction

 

(7,250,000

)

(175,680

)

 

(175,680

)

Variation in provision for treasury stock

 

 

 

(60,779

)

(60,779

)

Balance at December 31, 2004

 

4,423,474

 

131,167

 

(114,978

)

16,189

 

Increases

 

12,575,719

 

431,766

 

 

431,766

 

Decreases

 

(78,774

)

(1,699

)

 

(1,699

)

Capital reduction

 

(14,000,000

)

(456,357

)

 

(456,357

)

Share distribution plan (see Note 35-d)

 

 

19,905

 

 

19,905

 

Transfer from balance of provision for treasury stock

 

 

 

114,978

 

114,978

 

Balance at December 31, 2005

 

2,920,419

 

124,782

 

 

124,782

 

 

26



 

The average purchase price for Parent Company shares in 2005 was 34.33 per share (vs. 29.65 per share in 2004). As explained in Note 35 the Board of Director’s of Altadis approved a free shares plan. The Group has decided to fund the plan with an equity swap contract with a financial institutions. As a result of this contract, a non-current account payable to this entity amounting to EUR 19.9 million was recognised (see Note 24). For the purpose of presenting the IFRS financial statements, the related asset was treated as treasury stock and, therefore, is presented as a deduction from equity.

 

As of December 31, 2005 consolidated companies held treasury stock of the Parent Company mainly for the purpose of reducing capital.

 

18. RESERVES OF THE PARENT COMPANY

 

Legal reserve

 

Under the Corporations Law, 10% of the Parent Company’s income for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of capital stock. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

 

The Parent Company’s legal reserve is fully provided.

 

Reserves for treasury stock

 

Under the Corporations Law, a restricted reserve has been set up equal to carrying value of Parent Company shares held by the Group.

 

This reserve may be freely distributed once the circumstances that warranted it have disappeared.

 

Revaluation reserve Royal Decree Law 7/1996, of June 7

 

Pursuant to Royal Decree Law 7/1996 of June 7, Altadis, S.A. revalued its property, plant and equipment by 55,113 and paid a single 3% tax on the net amount of the revaluation. The balance of the “Revaluation Reserve” account can be used, free of tax, to offset the book losses of Altadis, S.A. (both prior years’ accumulated losses and current year losses) or losses which might arise in the future, and to increase share capital. From January 1, 2007 the balance of this account can be taken to unrestricted reserves provided that the capital gain has been realized. The surplus will be deemed to have been realized in respect of the portion on which depreciation has been taken for accounting purposes or when the revalued assets have been transferred or retired from the accounting records. If the balance were used in a manner other than that provided for in Royal Decree-Law 7/1996, it would be subject to tax.

 

27



 

19. RESERVES AT CONSOLIDATED COMPANIES

 

The detail of these reserves as of December 31, 2005 and 2004 is as follows:

 

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Company

 

Reserves

 

Translation
Differences
and Others

 

Total

 

Reserves

 

Translation
Differences
and Others

 

Total (*)

 

SEITA Subgroup

 

150,900

 

33,370

 

184,270

 

462,770

 

 

462,770

 

Altadis Holdings USA Subgroup

 

(148,169

)

34,293

 

(113,876

)

(158,032

)

(22,748

)

(180,780

)

LOGISTA Subgroup

 

92,829

 

 

92,829

 

82,165

 

 

82,165

 

Urex Inversiones, S.A.

 

27,878

 

 

27,878

 

28,412

 

 

28,412

 

Corporación Habanos Subgroup

 

(175,657

)

18,745

 

(156,912

)

(184,012

)

(20,463

)

(204,475

)

TCI Subgroup

 

86,999

 

 

86,999

 

43,475

 

 

43,475

 

Other companies

 

188,614

 

(7,912

)

180,702

 

133,549

 

(1,922

)

131,627

 

 

 

223,394

 

78,496

 

301,890

 

408,327

 

(45,133

)

363,194

 

 


(*) The balances of “Reserves” for 2004 (mostly in Altadis Holdings USA Subgroup and Corporación Habanos Subgroup) included translation differences generated at origin and have been restated under this heading in accordance with IFRS 1 (see Note 2.3).

 

Reserves at consolidated companies include the retained earnings at the beginning of the year of the consolidated companies, including consolidation adjustments.

 

20. RESERVES FROM ASSOCIATED COMPANIES

 

The detail of these reserves as of December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Company

 

Reserves

 

Translation
Differences

 

Total

 

Reserves

 

Translation
Differences

 

Total

 

SEITA Subgroup

 

5,374

 

(65

)

5,309

 

3,749

 

(56

)

3,693

 

Tabacos Canary Islands, S.A. (TACISA)

 

 

 

 

8,904

 

 

8,904

 

CITA, Tabacos de Canarias, S.L.

 

 

 

 

12,136

 

 

12,136

 

Aldeasa, S.A.

 

 

 

 

(55,174

)

 

(55,174

)

UREX Inversiones Subgroup

 

(8,371

)

 

(8,371

)

(9,601

)

 

(9,601

)

Other companies

 

3,297

 

 

3,297

 

2,284

 

 

2,284

 

 

 

300

 

(65

)

235

 

(37,702

)

(56

)

(37,758

)

 

28



 

21. VALUATION ADJUSTMENTS

 

This primarily includes changes in the value of available-for-sale financial investments and hedging financial instruments. There was no movement in this heading in 2004 as the Group has chosen to apply IAS 32 and 39 from January 1, 2005 (see Note 2.3).

 

Variations in the value of available-for-sale investments

 

This includes the net amount of changes in the market value of assets classified as available for sale. The movement in this heading in 2005 was as follows:

 

 

 

Thousands of Euros

 

Balance at the beginning of the year

 

 

First adoption of IAS 32 and 39 (see Note 2.3)

 

(184

)

Year variation

 

970

 

BALANCE AT THE END OF THE YEAR

 

786

 

 

 

Hedging reserve

 

Includes the net variation in the value of hedging financial instruments considered as cash flow hedges (see Note 27). The movement in this heading in 2005 was as follows:

 

 

 

Thousands of Euros

 

Balance at the beginning of the year

 

 

First adoption of IAS 32 and 39 (see Note 2.3)

 

(2,665

)

Valuation of derivatives at fair value at year-end

 

(12,935

)

BALANCE AT THE END OF THE YEAR

 

(15,600

)

 

22. MINORITY INTERESTS

 

The detail by consolidated company of “Minority interest” and “Profit attributable to minority interest” is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Company

 

Minority
Interest

 

Profit
Attributable to
Minority Interest

 

Minority
Interest

 

Profit
Attributable to
Minority Interest

 

LOGISTA Subgroup

 

180,047

 

44,664

 

174,496

 

42,550

 

RTM (*)

 

 

 

76,719

 

7,669

 

TCI Subgroup

 

32,591

 

5,475

 

23,631

 

5,364

 

Other companies

 

14,792

 

2,752

 

11,803

 

1,279

 

 

 

227,430

 

52,891

 

286,649

 

56,862

 

 


(*) See Note 9.

 

29



 

23. BONDS AND OTHER MARKETABLE DEBT SECURITIES

 

Non-current

 

The detail of this caption is as follows:

 

 

 

Thousands of Euros

 

 

 

 

 

 

 

 

 

Annual

 

 

 

 

 

 

 

 

 

Interest

 

Concept

 

2005

 

2004

 

Rate (%)

 

Maturity

 

2003 Issue–

 

 

 

 

 

 

 

 

 

Fixed rate

 

 

 

 

 

 

 

 

 

First tranche

 

600,000

 

600,000

 

4.250

%

2008

 

Second tranche

 

500,000

 

500,000

 

5.125

%

2013

 

2005 Issue–

 

 

 

 

 

 

 

 

 

Fixed rate

 

 

 

 

 

 

 

 

 

Single tranche

 

491,150

 

 

4

%

2015

 

BALANCE AT YEAR-END

 

1,591,150

 

1,100,000

 

 

 

 

 

 

In October 2003, the Board of Directors partially exercised the authorization to issue bonds granted to it at the Shareholders’ Meeting. This issue for 1,100,000 thousand was made in 2003 through Altadis Finance, B.V. and secured by the Parent Company. These securities trade on the Luxembourg Stock Exchange.

 

In December 2005, another bond issue was held, in a single tranche, with a fixed 4% coupon. This issue was carried out by Altadis Emisiones Financieras, S.A.U. for a nominal amount of 500,000 thousand. These securities trade on the London Stock Exchange and are also secured by the Parent Company.

 

Current

 

This balance mostly corresponds to commercial paper issued, primarily by Altadis Financial Services, S.N.C., as follows:

 

 

 

 

Thousand Euros

 

Issuer

 

2005

 

2004

 

Altadis Financial Services, S.N.C.

 

340,092

 

572,277

 

Other

 

14,906

 

14,918

 

TOTAL

 

354,998

 

587,195

 

 

Altadis Financial Services, S.N.C. issues commercial paper on the money market pursuants to the regulations of the Central Bank of France. Commercial paper is issued with maturities ranging from one to three months and bears interest of Eonia plus a spread at market rates.

 

30



 

24. BANK LOANS AND OTHER FINANCIAL DEBT

 

The detail of this caption at December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

 

 

Non-Current

 

Current

 

Total

 

Non-Current

 

Current

 

Total

 

Credit facilities

 

3,924

 

51,023

 

54,947

 

19,754

 

64,740

 

84,494

 

Loans and other financial debts

 

610,326

 

224,037

 

834,363

 

625,075

 

52,025

 

677,100

 

Securitized accounts receivable

 

 

765,017

 

765,017

 

 

561,719

 

561,719

 

RTM purchase option (see Note 9)

 

 

325,727

 

325,727

 

 

 

 

Accrued interest and other (see Note 17 and 35- d)

 

32,488

 

17,152

 

49,640

 

 

22,548

 

22,548

 

TOTAL

 

646,738

 

1,382,956

 

2,029,694

 

644,829

 

701.032

 

1.345.861

 

 

The undrawn amounts of the Group’s credit facility as of December 31, 2005 and 2004 are €1,245 and €1,308 thousand, respectively. The amount as of December 31, 2004 includes €1,200 thousand relating to the limit of a syndicated credit facility arranged by the Group against which no amounts had been drawn down as of that date. The average interest rates on the credit facilities in 2005 and 2004 were 2.60% and 2.45%, respectively.

 

The detail of Bank loans and other financial debts as of December 31, 2005 and 2004 is as follows:

 

 

 

 

 

 

 

Thousands of Euros

 

 

 

 

 

 

 

2005

 

2004

 

Last
Currency

 

Maturity

 

Interest rate

 

Non-current

 

Current

 

Non-current

 

Current

 

Euros

 

2005

 

 

 

 

 

 

34,134

 

Euros

 

2006

 

3.4

%

 

176,530

 

24,820

 

 

Euros

 

2007

 

2.92

%

50,000

 

 

50,000

 

 

Euros

 

2009

 

4.89

%

72,000

 

 

72,000

 

 

USD

 

2006

 

Libor+0.4

%

11,019

 

47,507

 

1,102

 

3,670

 

USD

 

2007

 

4.90

%

17,281

 

 

26,534

 

13,267

 

USD

 

2008

 

4.22

%

1,926

 

 

2,739

 

954

 

Dirhams

 

2010

 

4.90

%

458,100

 

 

447,880

 

 

 

 

 

 

 

 

610,326

 

224,037

 

625,075

 

52,025

 

 

As of December 31, 2004 and 2005, the SEITA Subgroup had a financing scheme in euros involving the assignment of accounts receivable for securitization. This financing scheme matures on November 15, 2010. The balance at 31 December 2005, of securitised receivables amounted to €594,610 thousand. Also, this account includes EUR 170,407 thousand relating to receivables factored by the Dependent Company

 

31



 

LOGISTA.

 

The detail of “Bank loans and other financial debt” caption by maturity is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Maturity:

 

 

 

 

 

Sight or less than 1 year

 

1,382,956

 

701,032

 

Between 1 and 2 years

 

80,974

 

25,922

 

Between 2 and 3 years

 

33,013

 

76,534

 

Between 3 and 4 years

 

72,137

 

2,739

 

Between 4 and 5 years

 

458,215

 

72,000

 

Over 5 years

 

2,399

 

467,634

 

 

 

2,029,694

 

1,345,861

 

 

The Directors estimate that the fair value of the Group’s debt is similar to its carrying value.

 

Some of the financial transactions indicated in this Note require certain accounting and equity-related ratios associated with the Group’s consolidated financial statements to be achieved, all of which were being achieved at 31 December 2005.

 

25. FINANCE LEASES

 

The detail of the Group’s finance leases as of December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

Present Value of
Lease Payments

 

 

 

2005

 

2004

 

Financial lease payables–

 

 

 

 

 

Nominal value of lease liabilities

 

53,022

 

50,831

 

Less future finance charge

 

(6,463

)

(7,248

)

Present value of lease liabilities

 

46,559

 

43,583

 

Less: Balance due in less than 12 months (included in current liabilities)

 

2,805

 

3,250

 

Balance due after 12 months (included in non-current liabilities)

 

43,754

 

40,333

 

 

The Group’s main finance lease corresponds to Altadis, S.A.’s registered offices (see Note 7).

 

In the year ended December 31, 2005, the effective average interest rate of the debt was 2.9% (2.8% in 2004). Interest rates are fixed at the lease date. Lease depreciation is fixed and there are no agreements for the payment of contingent rents. All lease liabilities are in euros.

 

The fair value of the Group’s lease liabilities is close to the carrying value of the leases.

 

The Group’s finance leases are guaranteed by the encumbrance of the lessees on the leased assets.

 

26. OTHER NON-CURRENT LIABILITIES

 

The detail of “Other non-current liabilities” on the consolidated balance sheet as of 31 December 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Hedges (Note 27)

 

30,697

 

 

Pension plan liabilities

 

27,393

 

21,485

 

Guarantees and deposits received

 

44,689

 

6,668

 

Capital grants

 

3,536

 

3,714

 

Other liabilities

 

3,041

 

6,364

 

TOTAL

 

109,356

 

38,231

 

 

As of December 31, 2005 and 2004, “Pension plan liabilities” includes the long-term balance payable relating to externalized pension plans (see Note 5.12).

 

27. DERIVATIVE FINANCIAL INSTRUMENTS USED AS HEDGES

 

The Group uses derivative financial instruments to hedge its exposure to business, operating and future cash flow risks. Among the various transactions, the Group uses certain financial instruments to hedge its interest-rate risk. It also hedges foreign currency risk related to certain commercial and capital transactions.

 

32



 

Foreign exchange hedges

 

The instruments acquired are denominated in the currencies of the Group’s main markets of operation. The detail of foreign exchange hedges taken out and outstanding as of December 31, 2004 is as follows:

 

Foreign Exchange
Hedge at 12/31/04

 

Rate (*)

 

Amount
Hedged
(Thousands of Euros)

 

Last Maturity

 

Currency swap

 

Purchase of USD

 

116,400

 

2005

 

 

 

Sale of RUB

 

28,500

 

2005

 

 

 

Sale of RUB

 

120,500

 

2006

 

 

 

Sale of RUB

 

25,500

 

2007

 

 

 

Sale of USD

 

235,300

 

2005

 

 

 

Sale of PLN

 

36,000

 

2005

 

 

 

Sale of USD

 

129,400

 

2008

 

 

 

 

 

 

 

 

 

Currency options

 

Purchase of USD

 

59,260

 

2005

 

 


(*) USD = US dollar  RUB = Rouble  PLN = Zloty

 

The detail of foreign exchange hedges taken out and outstanding as of December 31, 2005 is as follows:

 

Foreign Exchange
Hedge at 12/31/05

 

Rate

 

Amount
Hedged
(Thousands of Euros)

 

Last Maturity

 

Currency swap

 

Purchase of USD

 

119,700

 

2006

 

 

 

Sale of RUB

 

120,500

 

2006

 

 

 

Sale of RUB

 

54,000

 

2007

 

 

 

Sale of USD

 

187,400

 

2006

 

 

 

Sale of USD

 

166,150

 

2007

 

 

 

Sale of USD

 

33,900

 

2008

 

 

 

 

 

 

 

 

 

Currency options

 

Sale of USD

 

59,300

 

2006

 

 

These contracts meet cash flow hedge criteria (in accordance with IAS 39).

 

33



 

These instruments are recognized in the balance sheet at market value, as follows:

 

 

 

Thousands of Euros

 

 

 

Amount at 12/31/05

 

Amount at 01/01/05

 

Foreign Currency
Hedge

 

Financial
Asset

 

Financial
Liability

 

Financial
Asset

 

Financial
Liability

 

Currency swap–

 

 

 

 

 

 

 

 

 

Purchase of USD

 

4,622

 

 

 

 

Sale of RUB

 

1,573

 

22,870

 

1,411

 

 

Sale of USD

 

 

2,090

 

1,775

 

 

Currency options–

 

 

 

 

 

 

 

 

 

Sale of USD

 

 

182

 

11,886

 

 

Other

 

450

 

1,905

 

2,682

 

800

 

TOTAL

 

6,645

 

37,047

(*)

17,754

 

800

 

 


(*) Recorded under the “Other current liabilities” caption of the accompanying consolidated balance sheet.

 

The changes in fair value of these instruments is taken directly to equity under “Valuation Adjustments”. The deferred income tax generated from the recognition of these instruments amounts to €2,524 thousand and is recorded with a balancing entry in equity.

 

The Group calculates the fair value of the financial instruments based on market and present value.

 

Interest-rate hedges

 

The detail of interest-rate hedges taken out and outstanding as of December 31, 2004 is as follows:

 

 

 

 

 

Amount

 

 

 

 

 

Interest-Rate Hedges

 

 

 

Hedged

 

 

 

 

 

At 12/31/04

 

Rate

 

(Thousands of Euros)

 

Currency

 

Last Maturity

 

Interest rate Cap

 

n/a

 

250,000

 

EUR

 

2008

 

 

 

 

 

 

 

 

 

 

 

Interest-rate swaps

 

Floating to fixed

 

450,000

 

EUR

 

2005

 

 

 

Floating to fixed

 

200,000

 

EUR

 

2006

 

 

 

Floating to fixed

 

129,373

 

USD

 

2007

 

 

 

Floating to fixed

 

200,000

 

EUR

 

2005

 

 

 

Fixed to floating

 

72,000

 

EUR

 

2008

 

 

 

Fixed to floating

 

500,000

 

EUR

 

2013

 

 

 

Fixed to floating

 

290,000

 

EUR

 

2005

 

 

 

Fixed to floating

 

200,000

 

EUR

 

2008

 

 

34



 

The detail of interest-rate hedges taken out and outstanding as of December 31, 2005 is as follows:

 

 

 

 

 

Amount

 

 

 

 

 

Interest-Rate

 

 

 

Hedged

 

 

 

 

 

Hedges at 12/31/05

 

Rate

 

(Thousands of Euros)

 

Currency

 

Last Maturity

 

Interest rate Cap

 

N/A

 

250,000

 

EUR

 

2008

 

 

 

 

 

 

 

 

 

 

 

Interest-rate swaps

 

Floating to fixed

 

200,000

 

EUR

 

2006

 

 

 

Floating to fixed

 

196,000

 

USD

 

2007

 

 

 

Floating to fixed

 

40,000

 

USD

 

2008

 

 

 

Fixed to floating

 

500,000

 

EUR

 

2013

 

 

These contracts meet cash flow hedge criteria (in accordance with IAS 39).

 

These instruments are recognized in the balance sheet at market value, as follows:

 

 

 

Thousands of Euros

 

 

 

Amount at 12/31/05

 

Amount at 01/01/05

 

Interest-Rate

 

Financial

 

Financial

 

Financial

 

Financial

 

Hedges

 

Asset

 

Liability

 

Asset

 

Liability

 

Interest rate Cap

 

321

 

 

981

 

 

 

 

 

 

 

 

 

 

 

 

Interest-rate swaps

 

 

 

 

 

 

 

 

 

Floating to fixed

 

3,327

 

930

(*)

1.513

 

588

 

Fixed to floating (Note 26)

 

33,718

 

30,697

 

23,007

 

23,007

 

TOTAL

 

37,366

 

31,627

 

25,501

 

23,595

 

 


(*) Recorded under the “Other current liabilities” caption of the accompanying consolidated balance sheet.

 

The changes in fair value of these instruments is taken directly to equity under “Valuation adjustments.”

 

The Group calculates the fair value of the financial instruments based on market and present value.

 

28. RISK EXPOSURE

 

The Group’s financial risk management is carried out by the Corporate Finance Department. This area has the necessary mechanisms to control, depending on the Group’s financial structure and position and macroeconomic factors, exposure to fluctuations in interest and exchange rates and credit and liquidity risks using hedging operations when required. The main financial risks and the corresponding Group policies are explained below:

 

Credit risk

 

The Group’s main financial assets are cash and other equivalent liquid assets (see note 15) and trade and other accounts receivable (see note 14). In general, cash and other equivalent liquid assets are held with entities with a high credit rating and most trade and other accounts receivable are guaranteed via guarantees, credit insurance and operations with banks.

 

Third party credit risk is not highly concentrated due both to the diversification of the Group’s financial investments and to the distribution of its trade risk among a large number of clients with short collection periods.

 

Interest rate risk

 

Through cash and equivalent liquid assets and financial debt the Group is exposed to fluctuations in interest rates which could have an adverse effect on its results and cash flow. In order to reduce this risk, the Group has established policies and taken out financial instruments so that between 50% and 70% of net debt pays a fixed interest rate.

 

35



 

Exchange rate risk

 

The Group is exposed to fluctuations in exchange rates which may affect its sales, results, shareholders’ equity and cash flows deriving from the following:

 

·                                          Investments in foreign entities (mainly in Morocco, Russia, Cuba and the US).

 

·                                          Purchases and sales denominated in foreign currency, mainly purchases of raw materials and exports of cigarettes denominated in US dollars.

 

·                                          Operations carried out by Group companies operating in countries whose currency is different to the euro (mainly in Morocco, Russia, Cuba and the US).

 

In order to reduce this risk, the Group has established policies and taken out certain financial instruments (see Note 27). In particular, the Group keeps the composition of its financial debt in line with that of cash flows in the various currencies. Also, financial instruments are used to reduce exchange rate differences on transactions in foreign currencies.

 

Liquidity risk

 

The Group has to make payments arising from its activities, including significant amounts for excise taxes and VAT which, in general, are collected in advance by the Group.

 

In order to guarantee liquidity and meet all payment commitments arising from its activities, the Group keeps cash on its balances sheet, and has available the financing and credit lines described in Note 24.

 

29. PROVISIONS

 

The detail of provisions in the accompanying consolidated balance sheet as of December 31, 2005 and of the main variations in 2005 is as follows:

 

 

 

Thousand Euros

 

 

 

Balance at
12/31/04

 

Additions

 

Amounts used
and
Reductions

 

Transfers

 

Translation
Differences

 

Balance at
12/31/05

 

Non-current provisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring plans

 

48,956

 

33,045

 

(3,884

)

(22,050

)

 

56,067

 

Provision for pension and similar obligations

 

80,738

 

2,640

 

(7,955

)

(211

)

4,079

 

79,291

 

Provisions for contingencies and other claims

 

255,119

 

10,008

 

(54,231

)

(7,139

)

2,054

 

205,810

 

 

 

384,813

 

45,693

 

(66,070

)

(29,400

)

6,133

 

341,168

 

Current provisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring plans

 

294,203

 

6,200

 

(177,311

)

2,018

 

 

125,110

 

Provisions for contingencies and other claims

 

10,566

 

180

 

(3,502

)

(1,214

)

66

 

6,096

 

 

 

304,769

 

6,380

 

(180,813

)

804

 

66

 

131,206

 

 

36



 

Restructuring plans

 

In July 2003 the Group resolved to carry out a new Industrial Plan in 2004 and 2005 and reported its intention to do so as a significant event to the Spanish National Securities Markets Commission (CNMV). The aim of the plan is to rationalize the production structures in Spain and France, preserve the Group’s competitiveness and contribute towards maintaining and ensuring its viability. This Industrial Plan envisaged basically the shutdown of nine locations in Spain and France and entailed the reduction of a certain number of jobs and the need to relocate part of the labor force. In 2005 authorization was received from the pertinent authorities in Spain and the Company started to implement the plan in these country.

 

The outstanding non-externalized commitments to employees or to the related insurance companies, relating to the 2000 – 2002 labor force reduction plan carried out at the Parent Company and LOGISTA, and the industrial plan described in the preceding paragraph, which are pending payment as of December 31, 2005, amounted to €35,754 thousand (€315,529 thousand as of December 31, 2004), and were recorded under the “Non-current provisions – Restructuring Plans” and “Current provisions – Restructuring Plans,” amounting to €30,079 thousand and €5,675 thousand, respectively (€21,326 thousand and €294,203 thousand as of December 31, 2004).

 

Provisions for Pensions and Similar Obligations

 

As of December 31, 2005 the “Provision for Pensions and Similar Obligations” account included mainly the provisions recorded in relation to retirement or termination payments envisaged in the collective labor and similar agreements of Altadis, S.A., SEITA and RTM amounting to €5,153, €7,788 and €25,902 thousand, respectively (€6,586, €6,333 and €31,365 thousand respectively as of December 31, 2004).

 

This account also includes the provision recorded by Altadis USA, Inc. to cover the pension plans agreed on with its employees. Altadis USA, has certain assets used in these pension plans. The detail of the most important information in relation to the calculation of the liabilities arising from these commitments is as follows:

 

The actuarial valuations of these obligations and the fair value of the pension plan assets as of December 31, 2005 were carried out by independent experts.

 

The detail of the main assumptions used in the calculation of the actuarial liability is as follows:

 

Main assumptions
Altadis USA Pension Plan

 

Thousands of Euros

 

 

 

2005

 

2004

 

Discount rates

 

5.75

%

6.25

%

Rate of compensation increase

 

4.27

%

4.27

%

Expected return on plan assets

 

8.00

%

8.50

%

 

The present value of the commitments is as follows:

 

 

 

Thousands of Euros

 

Present Value of the Obligations

 

2005

 

2004

 

Benefit obligations at the beginning of the year

 

49,722

 

42,853

 

Service costs

 

2,170

 

1,462

 

Interest cost

 

3,277

 

2,853

 

Actuarial losses

 

1,936

 

8,637

 

Benefits paid

 

(2,231

)

(2,015

)

Plan amendments

 

2,675

 

 

Translation differences

 

7,630

 

(4,068

)

Obligations at the end of the year

 

65,179

 

49,722

 

 

“Assets assigned to commitments” and “Plan assets” are those used to directly settle the obligations with employees and that meet the following criteria: are not property of the Group, are only available to pay or finance post-retirement compensation and cannot be returned to Group companies.

 

The detail of pension plan assets is as follows:

 

Variations in the Altadis USA

 

Thousands of Euros

 

Plan Assets

 

2005

 

2004

 

Fair value of plan assets at the beginning of the year

 

41,374

 

35,532

 

Return on plan assets

 

4,246

 

4,316

 

Employer contributions

 

185

 

6,927

 

Benefits paid

 

(2,231

)

(2,015

)

Translation differences

 

6,191

 

(3,386

)

Fair value of plan assets at the end of the year

 

49,765

 

41,374

 

 

37



 

Considering the present value of the obligations and the market value of the plan assets, the situation of the pension plan is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Present value of the obligations

 

65,179

 

49,722

 

Market value of the plan assets

 

(49,765

)

(41,374

)

Unfunded obligations

 

15,414

 

8,348

 

 

In order to secure the excess obligations assumed in respect of the fair value of the assets, at 2005 year-end the Group had recorded a provision amounting to €18,877 thousand.

 

Provisions for contingencies and other claims

 

The balances as of December 31, 2005 of “Provisions for Contingencies and other claims” accounts included €124,430 thousand relating to commitments to personnel arising from the various collective labor agreements and other employee welfare commitments. These accounts also include provisions totaling €81,380 thousand recorded by the Group to cover the contingencies or liability that might arise from the consolidated companies’ ordinary activities.

 

30. TAX MATTERS

 

Consolidated Tax Group–

 

Altadis, S.A. files a consolidated tax statement including all companies with fiscal residence in Spain in which it has owned a stake of at least 75% directly or indirectly during the period, pursuant to the provisions of Chapter VII of Section VII of the Revised Corporation Tax Law approved by Royal Decree-Law 4/2004.

 

The remaining dependent companies file taxes in accordance with the tax regulations prevailing in each country.

 

Years open to inspection–

 

As of December 31, 2005, the Consolidated Tax Group was open to inspection for all the main taxes applicable for the last four years. In general, the foreign consolidated companies are open to inspection for the main taxes applicable for the latest years depending on the specific legislation of each country. Due to the possible interpretations of tax regulations, the results of future inspections for the years open to inspection could give rise to tax liabilities, the amount of which cannot be objectively determined at present. However, the Group’s tax advisors and the Board of Directors believe that the chances of material liabilities arising as a result are remote.

 

Tax receivable and payable–

 

The detail of “Tax receivables” as of December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Deferred tax assets–

 

 

 

 

 

Restructuring plans

 

169,652

 

189,353

 

Other deferred tax assets related to employees

 

88,921

 

73,094

 

Other deferred tax assets

 

163,887

 

175,604

 

TOTAL

 

422,460

 

438,051

 

 

 

 

 

 

 

Tax receivable (current)–

 

 

 

 

 

VAT

 

151,116

 

118,442

 

Corporate income tax prepayments

 

63,349

 

30,319

 

Accounts receivable from the State for the storage of decommissioned tobacco

 

3.241

 

17,914

 

Other

 

32,745

 

67,901

 

TOTAL

 

250,451

 

234,576

 

 

The balances of deferred tax assets relate mainly to the period provisions for restructuring plans in prior years, which will be tax-deductible in coming years, and to deferred taxes arising from commitments with employees.

 

38



 

SThe detail of “Tax payables” as of December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Deferred tax liabilities

 

253,081

 

167,705

 

TOTAL

 

253,081

 

167,705

 

Taxes payable (current)–

 

 

 

 

 

Excise tax on tobacco products

 

2,835,882

 

2,711,089

 

VAT

 

584,302

 

811,867

 

Corporate income tax

 

98,192

 

43,986

 

Accrued social security

 

32,230

 

28,853

 

Personal income tax withholdings

 

9,170

 

12,619

 

Other payables to public entities

 

139,605

 

50,308

 

TOTAL

 

3,699,381

 

3,658,722

 

 

Short-term balances primarily include the “Excise tax on tobacco products” and “VAT” accrued at SEITA, LOGISTA and Logista Italia and not yet paid to the tax authorities as of December 31, 2004 and 2005.

 

Reconciliation of income per books and taxable income–

 

The reconciliation between corporate income tax for 2005 applying the prevailing tax rate in Spain and the expense recorded is as follows:

 

 

 

Thousands 
of Euros

 

Consolidated income before taxes

 

966,021

 

Corporate income tax

 

337,926

 

Impact of permanent differences:

 

 

 

Arising in consolidation (*)

 

36,574

 

Other

 

4,155

 

Deductions from tax liability due to:

 

 

 

Double taxation on dividends

 

(350

)

International double taxation

 

(1,564

)

Investments

 

(4,813

)

Net Deferred tax liabilities variation

 

(35,412

)

CORPORATE INCOME TAX FOR THE YEAR

 

336,515

 

 


(*) Includes the net tax effect of all consolidation adjustments recognized as permanent differences for the Group, which primarily correspond to write-offs and differences arising from the different tax rates applied in Spain and other countries.

 

Income tax charged to equity–

 

In addition to the income tax charged to the income statement, in 2005 the Group charged the following amounts to equity:

 

 

 

Thousands

 

 

 

of Euros

 

First Time adoption IAS 32 and 39

 

9,424

 

2005 valuation adjustments

 

6,442

 

TOTAL

 

15,866

 

 

31.          TRADE AND OTHER PAYABLES

 

This mostly includes the amounts due on commercial purchases and related costs. The average payment period for commercial purchases is 46 days.

 

The Board of Directors estimate that the carrying value of trade payables is similar to fair value.

 

32.          THIRD-PARTY GUARANTEES

 

As of December 31, 2005 the Group has guarantees from financial institutions totaling €268,256 thousand (€91,819 thousand as of December 31, 2004) which, in general, secure compliance with certain obligations assumed by the consolidated companies in the course of their business. As of December 31, 2005, the parent Company had provided guarantees for loans granted to proportionally consolidated companies amounting to €120.000 thousand approximately, one-half of which is recorded on the liability side of the accompanying consolidated balance sheet.

 

Finally, regarding the acquisition of 800 JR Cigar Inc., in october 2003 a purchase option for the purchaser and a sale option for the seller were agreed upon relating to the remaining ownership interest (49%), which can be exercised after five years have elapsed. The price will be determined on the basis of the company’s results in the eight quarters prior to the exercise of the purchase or sale option.

 

39



 

33. REVENUES AND EXPENSES

 

a.     Revenues

 

The breakdown of the balances of these headings the income statement for the years ended December 31, 2005 and 2004 is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Sales of goods

 

10,530,268

 

7,767,794

 

Sales discounts

 

(12,795

)

(10,069

)

Sales of services

 

2,190,753

 

1,788,018

 

Other sales

 

 

114

 

Net sales

 

12,708,226

 

9,545,857

 

 

 

 

 

 

 

Capital gains (*)

 

91,080

 

65,194

 

Other

 

40,568

 

65,303

 

Other income

 

131,648

 

130,497

 

 


(*) Most of this amount related, in 2004, to the proceeds from the sale of the Málaga and San Sebastián plants (see Note 7) and, in 2005, to those obtained on the disposal of the La Coruña plant (see Note 8).

 

b.     Financial revenues

 

The detail of the balance of this heading in the consolidated income statement is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Dividend income

 

3,690

 

793

 

Income from marketable securities

 

6,605

 

1,900

 

Interest income

 

83,615

 

89,013

 

Excess financial provisions

 

14,774

 

1,454

 

 

 

108,684

 

93,160

 

 

c.     Financial expenses

 

The detail of the balance of this heading in the consolidated income statement is as follows:

 

 

 

Thousands of Euros

 

 

 

2005

 

2004

 

Debt interest expenses

 

178,762

 

166,365

 

Loss on disposal of financial assets

 

277

 

452

 

Losses on bad debts

 

 

6,828

 

Provision of financial assets

 

24,377

 

2,181

 

 

 

203,416

 

175,826

 

 

d.     Headcount

 

The average number of the Group’s employees, by category, was as follows:

 

 

 

Number of employees (*)

 

 

 

2005

 

2004

 

Management

 

382

 

343

 

Line personnel and clerical staff

 

6,964

 

6,164

 

Auxiliary staff

 

3,643

 

3,339

 

Manual workers

 

16,186

 

14,202

 

TOTAL

 

27,175

 

24,048

 

 


(*) Headcount of Companies consolidated by proportional method is not included.

 

e.     Other disclosures

 

The fees for 2005 financial audit services and other services services provided to the companies comprising the Altadis Group by the Group auditor, Deloitte, amounted to €1,855 thousand and €311 thousand respectively. Additionally, the fees for other professional services amounted to €989 thousand.

 

34. SEGMENT INFORMATION

 

Segment criteria–

 

Segment reporting is first organized by the Group’s business segments and then by the geographical segments.

 

Primary reporting format – business segments

 

The business segments described hereafter are established in accordance with the Altadis Group’s organizational structure at the end of 2005 bearing in mind the nature of the products and services offered and by customer segments to which they are offered.

 

In 2005 the Altadis Group’s main business segments, which constitute the basis of its primary reporting, were:

 

·    Cigarettes

 

·      Cigars

 

·      Logistics

 

·      Other businesses

 

40



 

Secondary reporting format – geographical segments

 

The Group’s businesses operate in the European Union, the rest of Europe, the rest of the OECD and the rest of the world.

 

Basis and methodology for business segment information–

 

The segment information provided is based on the monthly reports prepared by the Altadis Group and generated using a software application that classifies transactions by business segment or geographically.

 

Segment revenues correspond to revenues directly attributable to the segment plus the general group revenues that can be allocated to the segment using reasonable bases for distribution. Revenues obtained in the ordinary course of business do not include interest or dividend income, or gains on the sale of financial assets, recoveries or debt cancellation. Segment expenses are determined by the expenses derived from the segment’s operating activities that are directly attributable plus the percentage of expenses than may be allocated to the segment using a reasonable basis for distribution. Allocated expenses do not include interest or results on the disposal of financial assets, recoveries or debt cancellation, or the corporate income tax charge or overheads corresponding to the headquarters that are not related to the operating activities of the segments and, therefore, may not be allocated based on reasonable criteria. Segment expenses should include the proportion of expenses of all proportionally-consolidated businesses.

 

Segment results are shown before any adjustment for minority interests.

 

Segment assets and liabilities are those directly related to the operation of the segment plus those that are directly attributable to it in accordance with the aforementioned distribution criteria and include their part corresponding to business combinations. Segment liabilities do not include income tax liabilities.

 

Segment information of these businesses is as follows.

 

Primary reporting format

 

 

 

Thousands of Euros

 

 

 

Cigarettes

 

Cigars

 

Logistics

 

Other

 

Eliminations

 

Group Total

 

 

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

REVENUES–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

2,034,277

 

1,991,745

 

1,062,387

 

1,000,430

 

10,707,363

 

7,901,596

 

286,882

 

72,611

 

(1,382,683

)

(1,420,525

)

12,708,226

 

9,545,857

 

Other income

 

32,219

 

48,048

 

2,031

 

3,959

 

14,466

 

8,427

 

83,903

 

70,590

 

(971

)

(527

)

131,648

 

130,497

 

TOTAL REVENUES

 

2,066,496

 

2,039,793

 

1,064,418

 

1,004,389

 

10,721,829

 

7,910,023

 

370,785

 

143,201

 

(1,383,654

)

(1,421,052

)

12,839,874

 

9,676,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RESULTS–

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

560,848

 

585,943

 

201,061

 

181,031

 

281,438

 

239,769

 

119,999

 

23,445

 

(197,325

)

(152,343

)

966,021

 

877,845

 

 

41



 

Inter-segment sales are made at market prices.

 

 

 

Thousands of Euros

 

 

 

Cigarettes

 

Cigars

 

Logistics

 

Other (*)

 

Group Total

 

 

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

12/31/05

 

12/31/04

 

OTHER INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Addition of property, plant and equipment

 

63,577

 

68,832

 

13,577

 

17,329

 

71,075

 

41,967

 

19,510

 

21,346

 

167,963

 

149,055

 

Depreciation

 

93,612

 

95,845

 

25,178

 

25,279

 

39,572

 

27,227

 

36,559

 

19,688

 

194,926

 

168,034

 

Impairment losses recognized in income

 

1,094

 

18,260

 

39

 

4

 

4,155

 

12,774

 

402

 

72

 

5,690

 

31,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

1,817,659

 

1,660,752

 

1,071,995

 

987,120

 

1,844,978

 

1,683,765

 

650,335

 

607,128

 

5,384,967

 

4,938,765

 

Current assets

 

815,536

 

826,666

 

525,181

 

451,222

 

2,877,860

 

3,107,010

 

1,832,941

 

1,395,366

 

6,051,518

 

5,780,264

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

191,084

 

204,277

 

122,954

 

122,324

 

138,260

 

91,641

 

2,532,949

 

1,957,669

 

2,985,247

 

2,375,911

 

Current liabilities

 

461,682

 

536,031

 

177,064

 

149,626

 

4,371,256

 

4,718,653

 

2,125,277

 

1,513,432

 

7,135,279

 

6,917,742

 

 


(*) The balances of “Other” included Cash and cash equivalents, current financial assets, bonds and other marketable debt securities and bank loans and other financial debt

 

Secondary reporting format

 

The following table provides the breakdown of certain Group balances in accordance with the geographical distribution of the companies that produce them:

 

 

 

Thousands of Euros

 

 

 

Revenues

 

Total Assets

 

Additions to Property, 
Plant and Equipment 
and Intangible Assets

 

 

 

2005

 

2004

 

2005

 

2004

 

2005

 

2004

 

Spain

 

3,153,700

 

2,557,000

 

5,805,616

 

4,969,441

 

90,069

 

81,271

 

France

 

4,776,326

 

4,787,657

 

3,687,131

 

4,087,465

 

45,247

 

43,892

 

Other European Union countries

 

3,256,400

 

893,300

 

1,280,558

 

1,220,534

 

13,461

 

5,165

 

Other OCDE countries

 

740,200

 

700;800

 

342,646

 

217,427

 

5,640

 

7,105

 

Other countries

 

781,600

 

607,100

 

328,411

 

225,263

 

13,546

 

11,622

 

TOTAL

 

12,708,226

 

9,545,857

 

11,444,362

 

10,720,130

 

167,963

 

149,055

 

 

42



 

35. SHARE-BASED COMPENSATION

 

As of December 31, 2005, the Group companies had the following compensation schemes linked to the share price:

 

a)     Stock options on Altadis S.A. shares:

 

On June 21, 2000, the Parent Company’s Shareholders’ Meeting approved a compensation for directors holding executive office, executives and employees of the Altadis Group based on the granting of options on the Company’s shares. Two tranches of compensation were approved in 2000 and 2002 for a total of 3,925,500 and 5,980,500 share options, respectively, at exercise prices of €16.20 and €23.44 per share, respectively. These rights can be exercised once four years have elapsed and before the sixth year from the grant date.

 

As of December 31, 2005, 384,393 of the options granted in 2000 had yet to be exercised (1,488,990 options as of December 31, 2004).

 

In relation to this stock option plan, in order to hedge the possible fluctuations in Altadis, S.A.’s share price, the Parent Company arranged two equity swap contracts, one relating to the 2000 plan at €16.26 per share and the other at €22.74 per share for the 2002 plan.

 

b)    Stock options on SEITA shares:

 

In 1996, 1997 and 1998 three compensation plans for certain SEITA employees were approved entailing options on the company’s shares. These plans included a total of 270,740, 278,633 and 354,815 share options, which could not be exercised for a period of five years from the grant date, at the end of which they may be exercised at any time in a period of three years at exercise prices of €28.86, €28.58 and €45,53 per share respectively. Of these plans, 36,959 options were outstanding as of December 31, 2005 (61,239 options as of December 31, 2004).

 

Also, when the Altadis Group was created, employees of SEITA were guaranteed the possibility of exchanging the shares relating to these stock option plans for Altadis, S.A. shares, after the option is exercised, and maintaining the exchange ratio of SEITA shares for shares of Altadis, S.A. approved in the acquisition of SEITA by Altadis, S.A. (6 SEITA shares for 19 Altadis S.A. shares).

 

c)     Stock options on LOGISTA shares:

 

In 2000 and 2002 two compensation plans for certain LOGISTA employees were approved based on the granting of options on the company’s shares. These plans included a total of 506,300, and 722,400 share options, and it was established that the options could be exercised after the third year and before the sixth year of the plan at exercise prices of €21.00 and €18.73 per share, respectively. As of December 31, 2004 all the options of the first share option plan were exercised (190,000 options were outstanding as of December 31, 2004). Also, at 2005 year-end the second share option plan was also hedged by an “equity swap”, 321,000 options are outstanding.

 

d)    Free shares plan:

 

Altadis S.A.–

 

In 2005 Altadis’ Board of Directors approved to issue and deliver free shares to its employees with the following characteristics:

 

1.     The plan will be implemented in three stages, in 2005, 2006 and 2007.

 

2.     Each stage includes:

 

·                  A three-year period in which the allocation of the rights to the shares options is conditional on certain targets being met.

 

·      An additional two-year period in which the shares are frozen.

 

If the targets are achieved, the shares will be delivered without any consideration by the beneficiaries.

 

For the shares initially granted to be effectively allocated, the following requirements must be met:

 

·                  After the third year of the initial allocation of certain rights to shares to beneficiaries, the Total Shareholders’ Return (TRA) target must have been met. The value of the TRA is the sum of the estimated increase in Altadis’ share price during the period in which the rights are generated and the estimated dividends per share for the same period.

 

·                  The initial value allocated to the share, calculated based on the average price of the 90 sessions of the Madrid Stock Exchange prior to the data of the Board agreement, was €34.75. To meet the Group’s planned TRA target, the value indicated for the first stage of the plan must reach €9.27 per share.

 

43



 

·                  The final number of shares allocated will depend on the degree of fulfillment of the stated targets at the end of the third year of the plan relative to the initial share price. It will range from 60% of the shares initially allocated when the same percentage of the TRA is reached to 130% of the number of shares initially allocated with the TRA has been exceeded by more than 10%. The Chairman of the Board of Directors and of the Executive Committee are exceptions to this stipulation as the final number of shares assigned them may not exceed the initial amount

 

If less than 60% of TRA is reached, all the shares allocated with become null and void.

 

The rights to the shares initially allocated in the first stage of the plan are:

 

 

 

Rights

 

Directors

 

70,000

 

Executives

 

60,000

 

Other employees

 

342,060

 

 

In accordance with the methodology indicated in IFRS 2, the Group recognizes the plan as a transaction with share- based payment that is settled with the issuance of equity. The fair value of the equity instruments is measured using a valuation model (asset-or-nothing digital options) with the following assumptions:

 

·                  Volatility: 20%

 

·                  Employee turnover rate: 2%

 

·                  Annual dividend yield: 3%

 

The estimated cost of the plan (€7.4 million) will be taken to the consolidated income statement on a straight-line basis over the accrual period (three years).

 

LOGISTA–

 

At the end of 2005, LOGISTA’s Board of Directors approved a plan to issue free shares of LOGISTA to employees during a period of three years (2005, 2006 and 2007) similar to the scheme above described for Altadis. The main differences with respect to Altadis’ plan are:

 

TRA

 

€10.08

 

First stage of the plan

 

 

 

Number of LOGISTA shares

 

59,680

 

Rights allocated:

 

 

 

Executives

 

10,400

 

Other employees

 

49,280

 

 

At the end of 2005 the Group did not recognise in income any effects of this new plan because they were not material.

 

36. FOREIGN CURRENCY TRANSACTIONS

 

Foreign currency translations primarily correspond to transactions carried out by Group companies in their functional currencies; US dollars (USD) by Altadis, USA, 800 JR Cigar and Corporación Habanos, Morrocan dirhams (DAM) by RTM, Polish zlotys (PLN) by Altadis Polska and Russian Roubles (RUB) by Balkan Star

 

44



 

37. TRANSACTIONS WITH ASSOCIATES AND OTHER RELATED PARTIES

 

The balances as of December 31, 2004 and 2005 of transactions with associates and other related parties are as follows:

 

 

 

Thousands of Euros

 

 

 

 

 

 

 

Accounts Payables

 

 

 

Accounts Receivables

 

 

 

Proportionally

 

 

 

Receivables

 

Current loans

 

 

 

consolidated

 

2005

 

Associates

 

Other

 

Associates

 

Other

 

Associates

 

companies

 

Corporación Habanos Subgroup

 

 

195

 

 

3

 

 

3,018

 

Internacional Cubana del Tabaco, S.L.

 

 

209

 

 

203

 

 

21

 

PMC

 

 

2,381

 

 

 

 

381

 

RAF Subgroup

 

 

724

 

 

 

 

4

 

Tabacos Elaborados, S.A.

 

1,782

 

 

 

 

209

 

 

Compañía Española de Tabaco en Rama, S.A.

 

 

 

 

 

3,606

 

 

LTR

 

7

 

 

 

 

1,415

 

 

MTS

 

265

 

 

 

 

230

 

 

MITSA

 

820

 

 

 

 

 

 

TOTAL

 

2,874

 

3,509

 

 

206

 

5,460

 

3,424

 

 

 

 

Thousands of Euros

 

 

 

 

 

 

 

Accounts Payables

 

 

 

Accounts Receivables

 

 

 

Proportionally

 

 

 

Receivables

 

Current loans

 

 

 

consolidated

 

2004

 

Associates

 

Other

 

Associates

 

Other

 

Associates

 

companies

 

Corporación Habanos Subgroup

 

 

23

 

 

24,955

 

 

1,854

 

Internacional Cubana del Tabaco, S.L.

 

 

 

 

414

 

 

 

Tabacos Elaborados, S.A.

 

1,608

 

 

 

 

226

 

 

Compañía Española de Tabaco

 

 

 

 

 

 

 

 

 

 

 

 

 

en Rama, S.A.

 

 

 

 

 

3,460

 

 

LTR

 

28

 

 

 

 

1,183

 

 

MTS

 

59

 

 

 

 

227

 

 

MITSA

 

585

 

 

 

 

 

 

Tabacos Canary Islands, S.A. (TACISA)

 

10,864

 

 

 

 

325

 

 

CITA Subgroup

 

1,712

 

 

 

 

4,993

 

 

Unión Ibérica de Radio, S.A.

 

 

 

189

 

 

 

 

Aldeasa Subgroup

 

2,192

 

 

 

 

82

 

 

TOTAL

 

17,048

 

23

 

189

 

25,369

 

10,496

 

1,854

 

 

Current loans earn interest tied to Euribor plus a market spread.

 

45



 

Transactions with associates and other related parties in 2004 and 2005 were as follows:

 

 

 

Thousands of Euros

 

 

 

Purchases and
Services Rendered

 

Sales and
Services Rendered

 

2005

 

Associates

 

Other

 

Associates

 

Other

 

Corporación Habanos Subgroup

 

 

30,166

 

 

522

 

Internacional Cubana del Tabaco, S.L.

 

 

 

 

89

 

PMC

 

 

3,022

 

 

1,387

 

Tabacos Elaborados, S.A.

 

1,401

 

 

5,471

 

 

Compañía Española de Tabaco en Rama, S.A.

 

14,235

 

 

 

 

MTS

 

3,749

 

 

265

 

 

LTR Industries

 

17,184

 

 

286

 

 

MITSA

 

 

 

2,978

 

 

CITA Subgroup

 

4,560

 

 

 

 

RAF Subgroup

 

 

9,793

 

 

4,494

 

Tabaco Canary Islands, S.A. (TACISA)

 

7,928

 

 

3,273

 

 

TOTAL

 

49,057

 

42,981

 

12,273

 

6,492

 

 

 

 

Thousands of Euros

 

 

 

Purchases and
Services Rendered

 

Sales and
Services Rendered

 

2004

 

Associates

 

Other

 

Associates

 

Other

 

Corporación Habanos Subgroup

 

 

31,340

 

 

663

 

Internacional Cubana del Tabaco, S.L.

 

 

 

 

312

 

Tabacos Elaborados, S.A.

 

1,195

 

 

5,929

 

 

Compañía Española de Tabaco

 

 

 

 

 

 

 

 

en Rama, S.A.

 

10,388

 

 

 

 

CITA Subgroup

 

63,839

 

 

4,782

 

 

Aldeasa Subgroup

 

223

 

 

14,457

 

 

Tabacos Canary Islands, S.A. (TACISA)

 

1,647

 

 

10,420

 

 

LTR Industries

 

14,795

 

 

 

 

MTS

 

42

 

 

 

 

Iberia L.A.E. Subgroup

 

 

 

102

 

 

TOTAL

 

92,129

 

31,340

 

35,690

 

975

 

 

46



 

38. BOARD OF DIRECTORS AND EXECUTIVES COMPENSATION

 

Remunerations to the Directors–

 

Remunerations received in financial year 2005 by members of the Board of Directors of Altadis, S.A., by way of per diem allowances and for their membership on some of the Board’s Delegate Committees amounted to 1,156 thousand euros (1,205 thousand euros in 2004), and the breakdown was as follows:

 

 

 

Thousands of Euros

 

 

 

Per Diem

 

Delegate

 

 

 

2005

 

Allowance

 

Committees

 

Total

 

Mr Jean-Dominique Comolli

 

58.5

 

30.0

 

88.5

 

Mr Antonio Vázquez Romero (**)

 

35.6

 

14.3

 

49.9

 

Mr Pablo Isla Álvarez de Tejera (*)

 

22.8

 

5.6

 

28.4

 

Mr César Alierta Izuel

 

55.5

 

15.0

 

70.5

 

Mr Bruno Bich

 

55.5

 

12.5

 

68.0

 

Mr Carlos Colomer Casellas

 

55.5

 

21.6

 

77.1

 

Mr Charles-Henri Filippi

 

54.0

 

20.0

 

74.0

 

Mr Amado Franco Lahoz

 

55.5

 

10.0

 

65.5

 

Mr Gonzalo Hinojosa Fernández

 

 

 

 

 

 

 

de Angulo

 

58.5

 

35.0

 

93.5

 

Mr Jean-Pierre Marchand

 

58.5

 

17.5

 

76.0

 

Mr Patrick Louis Ricard

 

52.5

 

10.0

 

62.5

 

Mr Jean-Pierre Tirouflet

 

57.0

 

10.8

 

67.8

 

Mr Javier Gómez-Navarro

 

 

 

 

 

 

 

Navarrete (**)

 

16.5

 

 

16.5

 

Mr José Fernández Olano (*)

 

39.0

 

5.0

 

44.0

 

Mr Gregorio Marañón y

 

 

 

 

 

 

 

Bertrán de Lis

 

54.0

 

7.5

 

61.5

 

Mr Berge Setrakian

 

58.5

 

5.0

 

63.5

 

Mr Wolf Schimmelmann

 

55.5

 

6.6

 

62.1

 

Mr José María Goya Laza (*)

 

14.2

 

2.5

 

16.7

 

Mr Edouard Stern (*)

 

14.2

 

 

14.2

 

Mr Marc Grosman

 

55.5

 

 

55.5

 

TOTAL

 

926.8

 

228.9

 

1,155.7

 

 


(*) These Directors resigned from office during 2005.

(**) These Directors substituted for the Directors who resigned from office in 2005.

 

During 2005, nine Board meetings were held and 19 meetings of its Delegate Committees–five of the Executive Committee, six of the Audit and Control Committee, six of the Appointments and Remuneration Committee and two of the Strategy, Ethics and Corporate Governance Committee.

 

Members of the Board of Directors also received a total sum of 219 thousand euros during 2005 by way of per diem allowances for attendance at Board Meetings of companies in the Group (233 thousand euros in 2004).

 

The overall salary remuneration received in financial year 2005 by members of the Board amounted to 1,697 and 925 thousand euros for the fixed and variable items, respectively (1,417 thousand euros and 965 thousand euros in 2004), and it comprises:

 

·                  Remunerations received by the Chairman of the Board during the year as a whole.

 

·                  Remunerations received by the Executive Co-Chairman, who resigned from his post on 14 May 2005.

 

·                  Remunerations received by the current Chairman of the Executive Committee and Chief Executive Officer from the date of his appointment on 14 May 2005.

 

·                  The remuneration received by the Executive Chairman of Aldeasa, S.A. and member of the Board of Directors of the Company, from the date of his appointment in Aldeasa on 16 June 2005.

 

The Executive Co-Chairman, who resigned from his post and left the Board of Directors of the Company during financial year 2005, received 985 thousand euros corresponding to the settlement of his professional relationship with the Company. In relation to existing remuneration plans consisting of rights over Company shares, the Chairman of the Board and the Chairman of the Executive Committee and Chief Executive Officer were, at the end of financial year 2005, the holders of 200,000 and 70,000 share option rights, respectively, granted in the year 2002 and tied to the Plan approved by the General Shareholders Meeting of June 2000.

 

Also, at the end of financial year, they were the holders of the right to receive 35,000 free shares each, by virtue of the Free Share Delivery Plan of Altadis, S.A, approved by the General Shareholders Meeting held in June 2005 in the event that the criteria set down in the regulations for the Plan are met (see Note 35).

 

Moreover, during 2005 the Chairman of the Board of Directors exercised the 50,000 share options which he still held from those granted in the year 2000. During 2004, the two Executive Co-Chairmen exercised a total of 175,000 options. The options on 200,000 shares in Altadis, S.A., granted in 2002 to the Executive Co-Chairman who resigned in 2005, were cancelled in their entirety.

 

47



 

During financial year 2005 the Board of Directors of Altadis, S.A. approved of a retirement pension for the Chairman of the Board of Directors of the Company, amounting to a total 485 thousand euros per annum, which shall be received by him as from his retirement at the age of 60.

 

This pension was granted to the chairman of the Board taking into account all the years he served in an executive position until the restructuring of the governance of the Company on 29 June 1005. Said pension will be increased annually, when he turns 61 years of age and in subsequent years, taking the rate of inflation as a reference and 50% of the pension wuoud revert, in the event of death of the beneficiary, to his wife. The present value of this pension amounts to approximately 8,200 thousand euros, and an insurance policy has been subscribed to subcontracts same, which has entailed a outlay of 2,103 thousand euros in financial year 2005.

 

Also, the Board of Directors approved of a retirement pension for the Chairman of the Executive Committee and Chief Executive Officer of the Company, amounting to 50 thousand euros per year in office as from his appointment, on 14 May 2005, with a ceiling of 500 thousand euros of annual pension when reaching 64 years of age. The resulting pension will likewise be updated according to the rate of inflation as from 2011 and 50% of the pension would revert to wife in the event of death. The present value of this commitment amounts to approximately 6,177 thousand euros, assuming he retires at the age of 64, and it will be sub-contracted as from financial year 2006 by means of the subscription of an insurance policy, and there were no outlays for this item in financial year 2005. The benefits of both these retirement pensions include the pensions benefits arising from social security, from the Company’s savings plan, and from any other retirement system supplementing those to which both Directors are entitled by virtue of their vested rights.

 

As of 31 December 2005 and 2004 there were no loans granted to members of the Board of Directors of Altadis, S.A. The total sum of benefits by means of life insurance and pensions for members of the Board of Directors amounted to 2,466 thousand euros in 2005 (330 thousand euros in 2004), including that stated in the previous paragraphs.

 

Remunerations to Senior Executives

 

The remuneration for Senior Executives of the Parent Company, excluding those who are simultaneously also members of the Board of Directors (whose remunerations have been detailed above), during financial years 2004 and 2005, is summarised on the following table:

 

 

 

No. of Persons

 

Thousand of Euros

 

2004

 

12

 

4,661

 

2005

 

7

 

2,603

 

 

During 2005 a change took place in the managerial structure of the Group, in which the number of members of the Management Committee went from twelve to seven, these being those considered as Senior Executives. The amount stated as Senior Executive remuneration for 2005 contains sums accrued on account of this new structure of seven members during the year. In addition, two of the people appearing in this section as Senior Executives joined the Management Committee at different moments in the year, in May and October, respectively; the remuneration considered is that received from the date of their joining. The theoretical salary that the aforementioned persons would have received had they been hired on 1 January 2005, would have been EUR 3,184 thousand.

 

The sums stated above do not contain the profits made by the exercise of the share options held by Senior Executives (see Note 35), which amounted to 605 and 4,470 thousand euros in financial years 2005 and 2004 respectively.

 

As of 31 December 2005 and 2004 there were no loans granted to Senior Executives of Altadis, S.A. There are certain benefits regarding life insurance and pensions in favour of the aforementioned personnel, which have implied an overall sum of 276 thousand euros in 2005 (496 thousand euros in 2004).

 

Details of holdings in companies having similar activities and the undertaking by Directors of similar activities, whether on their own behalf or on behalf of others

 

As of 31 December 2005, members of the Board of Directors did not maintain any holdings in the capital of companies having the same, analogous or complementary type of activity to that forming the corporate purpose of the Parent Company. Likewise, they have not and do not carry out activities on their own behalf or on behalf of others having the same, analogous or complementary type of activity to that forming the corporate purpose of the Parent Company, with the exception of the following (including positions in Group and Associated companies):

 

48



 

Director

 

Position

 

Company

Antonio Vázquez Romero

 

Chairman

 

LOGISTA

Antonio Vázquez Romero

 

Director

 

SEITA

Antonio Vázquez Romero

 

Vice-Chairman of the Monitoring Board

 

RTM

Antonio Vázquez Romero

 

Director

 

Aldeasa, S.A.

Jean-Dominique Comolli

 

Chairman

 

SEITA

Jean-Dominique Comolli

 

Director

 

LOGISTA

Jean-Dominique Comolli

 

Director

 

Aldeasa, S.A.

Jean-Dominique Comolli

 

Chairman of the Monitoring Board

 

RTM

Charles-Henri Filippi

 

Director

 

SEITA

Javier Gómez-Navarro Navarrete

 

Chairman

 

ALDEASA

Gregorio Marañón y Bertrán de Lis

 

Director

 

LOGISTA

Jean-Pierre Marchand

 

Director

 

SEITA

Berge Setrakian

 

Director

 

Altadis USA

 

39. ENVIRONMENTAL MATTERS

 

Prevailing environmental regulations do not significantly affect the Group’s business activities and, accordingly, it does not have any environmental liability, expenses, revenues, subsidies, assets, provisions or contingencies that might be material with respect to its net worth, financial position and results. Therefore, no specific disclosures relating to environmental issues are included in these consolidated financial statements.

 

40. SUBSEQUENT EVENTS

 

On 14 February 2006, the Group announced its intention to reorganise and restructure its business activities in Spain and France. The estimated cost of this new plan is approximately €94 million and the plan will lead to 472 layoffs (239 in France and 233 in Spain).

 

41. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH

 

These consolidated financial statements are presented on the basis of International Financial Reporting Standards. Certain accounting practices applied by the Group that conform with International Financial Reporting Standards may not conform with generally accepted accounting principles in other countries.

 

49



 

Exhibit I

ALTADIS, S.A. AND COMPANIES COMPRISING THE ALTADIS GROUP (31-12-05)

 

Companies and/or Groups

 

Statutory Auditor (a)

 

Cost
Thousands
of Euros

 

Registered
Office

 

Core Business

 

%
of Ownership
Total

 

Full consolidation–

 

 

 

 

 

 

 

 

 

 

 

SEITA (1)

 

Deloitte / Barbier Frinault & Autres (E&Y)

 

911,878

 

France

 

Tobacco and distribution

 

99.99

 

RTM

 

Deloitte

 

1,634,711

 

Morocco

 

Tobacco and distribution

 

100.00

 

Tabacalera Cigars International, S.A.

 

Deloitte

 

167,873

 

Spain

 

Holding company

 

100.00

 

LOGISTA (1)

 

Deloitte

 

141,664

 

Spain

 

Distribution and services

 

58.43

 

ITI Cigars

 

Deloitte

 

490,277

 

Spain

 

Holding company

 

100.00

 

Urex Inversiones, S.A.

 

Deloitte

 

43,287

 

Spain

 

Holding company

 

100.00

 

Altadis Finance, B.V. (2)

 

Barbier Frinault & Autres (E&Y)

 

1,028

 

Netherlands

 

Financial services

 

100.00

 

Altadis Emisiones Financieras, S.A.U.

 

 

60

 

Spain

 

Financial services

 

100.00

 

Proportional consolidation–

 

 

 

 

 

 

 

 

 

 

 

Retail Airport Finance, S.L. (RAF)

 

Deloitte

 

136,211

 

Spain

 

Holding company

 

50.00

 

Equity method–

 

 

 

 

 

 

 

 

 

 

 

Tabacos Elaborados, S.A. (3)

 

Gaudit

 

192

 

Andorra

 

Tobacco

 

55.11

 

Tabaqueros Asociados, S.A.

 

Gaudit

 

138

 

Andorra

 

Tobacco

 

33.33

 

MTS Tobacco, S.A.

 

Ernst & Young

 

391

 

Spain

 

Tobacco machinery
and replacement parts

 

40.00

 

 

50



 

Companies and/or Groups

 

Statutory Auditor (a)

 

Registered Office

 

Core Business

 

% of Subgroup
ownership

 

SEITA Subgroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

Meccarillos International

 

Ernst & Young

 

Luxembourg

 

Holding company

 

99.99

 

Société de Commercialisation de Bobines en Europe

 

Segec Audit

 

France

 

Sale of cigar bobbins

 

99.99

 

Philippine Bobbin Corporation Cigars

 

C.L. Manabat (Deloitte)

 

Philippines

 

Manufacture of cigar bobbins

 

99.99

 

Meccarillos France

 

Ernst & Young

 

Luxembourg

 

Trademark ownership

 

89.99

 

Meccarillos Switzerland

 

Ernst & Young

 

Luxembourg

 

Trademark ownership

 

59.99

 

SAF

 

Barbier Frinault & Autres (E&Y)

 

France

 

Distribution

 

99.99

 

Supergroup Distribution

 

Mazars & Guerard

 

France

 

Distribution

 

99.89

 

Nordipa

 

Ernst & Young

 

France

 

Distribution

 

99.99

 

Seita Participations

 

Barbier Frinault & Autres (E&Y)

 

France

 

Holding company

 

99.96

 

Altadis Belgium

 

Ernst & Young

 

Belgium

 

Cigarette distribution and promotion

 

99.83

 

Altadis Océan Indien

 

Mazars & Guerard

 

France Isla Reunión

 

Trademark ownership

 

99.76

 

Altadis Finland

 

Barbier Frinault & Autres (E&Y)

 

Finland

 

Distribution

 

99.76

 

Seitamat

 

Barbier Frinault & Autres (E&Y)

 

France

 

Purchase-sale and renting of material

 

99.29

 

Metavideotex Distribution

 

Barbier Frinault & Autres (E&Y)

 

France

 

Sale of automatic machines

 

84.64

 

Sitar Holdings, S.A.

 

HDM/Auditec

 

France Isla Reunión

 

Holding company

 

61.40

 

Coretab

 

Exa (E&Y)/HDM

 

France

 

Manufacture of cigarettes

 

99.99

 

Sodisco

 

Exa (E&Y)/HDM

 

France

 

Distribution

 

99.96

 

Altadis Holdings USA, Inc. (4)

 

Deloitte

 

US

 

Holding company

 

58.82

 

Consolidated Cigar Holdings Inc. (4)

 

Deloitte

 

US

 

Holding company

 

58.82

 

Altadis USA, Inc. (4)

 

Deloitte

 

US

 

Manufacture and sale of cigars

 

58.82

 

Tabacalera Brands Inc. (4)

 

Deloitte

 

US

 

Trademark ownership

 

58.82

 

Congar International, Inc. (4)

 

Deloitte

 

US

 

Manufacture and sale of cigars

 

58.82

 

Cuban Cigar Brands, N.V. (4)

 

 

Netherlands

 

Trademark ownership

 

58.82

 

Max Rohr, Inc. (4)

 

 

US

 

Trademark ownership

 

58.82

 

Macotab

 

Mazars & Guerard

 

France

 

Manufacture and sale of cigarettes

 

99.90

 

Altadis Polska

 

Deloitte

 

Poland

 

Manufacture and sale of cigarettes

 

96.20

 

 

51



 

Companies and/or Groups

 

Statutory Auditor (a)

 

Registered
Office

 

Core Business

 

% of Subgroup
ownership

 

Altadis Financial Services, S.N.C. (5)

 

Barbier Frinault
& Autres (E&Y)

 

France

 

Financial services

 

60.00

 

LPM Promodem

 

Barbier Frinault
& Autres (E&Y)

 

France

 

Shops, Fitting — out

 

100.00

 

Nicot Participations

 

Barbier Frinault
& Autres (E&Y)

 

France

 

Financial services

 

100.00

 

Altadis Italia

 

Ernst & Young

 

Italy

 

Promotion

 

100.00

 

Sodim

 

Deloitte

 

France

 

Measurement instruments

 

100.00

 

Balkan Star

 

Deloitte

 

Russia

 

Manufacture and sale of cigarettes

 

99.69

 

Tahiti Tabacs

 

Roth Johnny

 

French Polynesia

 

Distribution of tobacco

 

100.00

 

Cartonnerie Reunionnaise

 

Exa (E&Y)

 

France

 

Elaboración de cartonajes

 

74.58

 

Altadis Hungary

 

Deloitte

 

Hungary

 

Promotion

 

100.00

 

Altadis Deutschland

 

Ernst & Young

 

Deutschland

 

Promotion

 

100.00

 

Sugro

 

Fagot

 

France

 

Distribution

 

99.70

 

Altadis Ceska

 

Deloitte

 

Republic Czech

 

Promotion

 

100.00

 

Altadis Hellas

 

Ernst & Young

 

Grece

 

Promotion

 

100.00

 

Altadis Austria

 

Deloitte

 

Austria

 

Promotion

 

100.00

 

Altadis Luxembourg

 

Ernst & Young

 

Luxembourg

 

Distribution and promotion of tobacco

 

100.00

 

RP Diffusion

 

 

France

 

Distribution

 

100.00

 

 

 

 

 

 

 

 

 

 

 

SEITA Subgroup:

 

 

 

 

 

 

 

 

 

Equity method—

 

 

 

 

 

 

 

 

 

LTR Industries

 

Deloitte

 

Frence

 

Reconstituted tobacco

 

28.00

 

Intertab

 

PricewaterhouseCoopers

 

Switzerland

 

Financial Services

 

50.00

 

Mitsa

 

 

Andorra

 

Manufacture

 

24.00

 

 

 

 

 

 

 

 

 

 

 

LOGISTA Subgroup

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

Distribérica, S.A.

 

 

Spain

 

Distribution of published material and other products

 

100.00

 

Distribarna, S.A.

 

BDO

 

Spain

 

‘’

 

100.00

 

Distribuidora de Publicaciones del Sur, S.A.

 

BDO

 

Spain

 

‘’

 

100.00

 

Distribuidora del Este, S.A.

 

BDO

 

Spain

 

‘’

 

50.00

 

Distribuidora de las Rías, S.A.

 

 

Spain

 

‘’

 

100.00

 

Asturesa de Publicaciones, S.A.

 

 

Spain

 

‘’

 

100.00

 

 

52



 

Companies and/or Groups

 

Statutory Auditor (a)

 

Registered
Office

 

Core Business

 

% of Subgroup
ownership

 

Promotora Vascongada de Distribuciones, S.A.

 

 

Spain

 

‘‘

 

100.00

 

Distribuidora de Navarra y del Valle del Ebro, S.A.

 

 

Spain

 

‘‘

 

60.00

 

Comercial de Prensa SIGLO XXI, S.A.

 

BDO

 

Spain

 

‘‘

 

80.00

 

Publicaciones y Libros, S.A.

 

BDO

 

Spain

 

‘‘

 

100.00

 

Distribuidora Valenciana de Ediciones, S.A.

 

BDO

 

Spain

 

‘‘

 

50.00

 

Distriburgos, S.A.

 

 

Spain

 

‘‘

 

50.00

 

Midesa Sociedade Portuguesa de Distribuição, SGPS, S.A

 

Deloitte

 

Portugal

 

‘‘

 

100.00

 

Jornal Matinal, Lda.

 

Deloitte

 

Portugal

 

‘‘

 

100.00

 

Marco Postal, LDA.

 

Deloitte

 

Portugal

 

‘‘

 

70.00

 

Librodis Promotora y

 

 

 

 

 

 

 

 

 

Comercializadora del Libro, S.A.

 

 

Spain

 

‘‘

 

60.00

 

Logilivro, Logística do Livro, Lda.

 

Deloitte

 

Portugal

 

‘‘

 

85.00

 

Distribuidora del Noroeste, S.L.

 

BDO

 

Spain

 

‘‘

 

51.00

 

Midsid Sociedade Portuguesa de Distribuição, SGPS, S.A.

 

Deloitte

 

Portugal

 

Distribution of tobacco
and other products

 

100.00

 

 

 

 

 

 

 

 

 

 

 

Logirest, S.L.

 

 

Spain

 

Distribution to catering outlets

 

60.00

 

Logista-Dis, S.A.

 

BDO

 

Spain

 

Distributor

 

100.00

 

La Mancha 2000, S.A.

 

BDO

 

Spain

 

‘‘

 

100.00

 

Dronas 2002, S.L.

 

Deloitte

 

Spain

 

Industrial and express parcel delivery and pharmaceutical logistics

 

100.00

 

 

 

 

 

 

 

 

 

 

 

Logesta Gestión de Transporte, S.A.

 

BDO

 

Spain

 

Goods transport

 

51.00

 

Logista France, S.A.

 

Barbier Frinault
& Autres (E&Y)

 

France

 

Distribution

 

100.00

 

Logista Italia, S.p.A.

 

Deloitte

 

Italy

 

Tobacco distribution

 

100.00

 

Terzia S.P.A.

 

Deloitte

 

Italy

 

Distribution

 

68.00

 

Daci S.P.A.

 

 

Italy

 

Distribution

 

68.00

 

 

 

 

 

 

 

 

 

 

 

Equity method—

 

 

 

 

 

 

 

 

 

Distibuidora de Prensa por Rutas, S.A.

 

 

Spain

 

Distribution of published material and other products

 

32.00

 

 

 

 

 

 

 

 

 

 

 

International News Portugal, LDA

 

 

Portugal

 

‘‘

 

20.00

 

 

53



 

Companies and/or Groups

 

Statutory Auditor (a)

 

Registered
Office

 

Core Business

 

% of Subgroup
ownership

 

Urex Inversiones Subgroup:

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

Servicio de Venta Automática, S.A.

 

Deloitte

 

Spain

 

Distribution via

 

 

 

 

 

 

 

 

 

vending machines

 

100.00

 

Logivend, S.A.

 

Deloitte

 

Spain

 

Distribution via vending machines

 

100.00

 

Hebra Promoción e Inversiones, S.A.

 

Deloitte

 

Spain

 

Investment promotion

 

100.00

 

Tabacmesa, S.A.

 

Deloitte

 

Spain

 

Sales in duty-free zones

 

100.00

 

Interprestige, S.A.

 

Deloitte

 

Spain

 

Operation of sports facilities

 

100.00

 

Comercializadora de Productos de Uso y Consumo, S.A.

 

Deloitte

 

Spain

 

Distributor

 

100.00

 

Glopro International Ltd.

 

Deloitte

 

The Bahamas

 

Trademark acquisition and ownership

 

100.00

 

Urecor Comunicaciones y Medios, S.L.

 

 

Spain

 

Holding company

 

75.00

 

 

 

 

 

 

 

 

 

 

 

Equity method—

 

 

 

 

 

 

 

 

 

Compañía Española de

 

 

 

 

 

 

 

 

 

Tabaco en Rama, S.A.

 

KPMG

 

Spain

 

Production and sale of raw tobacco

 

20.82

 

Unión Ibérica de Radio, S.A.

 

Audycuenta

 

Spain

 

Radio stations

 

27.78

 

 

 

 

 

 

 

 

 

 

 

ITI Cigars Subgroup:

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

Inversiones Tabaqueras

 

 

 

 

 

 

 

 

 

Internacionales, S.A.

 

 

Spain

 

Holding company

 

100.00

 

Empor

 

 

Portugal

 

Tobacco distribution

 

70.00

 

Emporlojas

 

 

Portugal

 

Tobacco distribution

 

100.00

 

Tabacalera Brands, S.L.

 

 

Spain

 

Holding company

 

100.00

 

ITB Corporation

 

 

The Bahamas

 

Trademark acquisition and ownership

 

100.00

 

 

 

 

 

 

 

 

 

 

 

Proportional consolidation—

 

 

 

 

 

 

 

 

 

Corporación Habanos Subgroup

 

Deloitte

 

Cuba

 

Sale and distribution of cigars

 

50.00

 

Internacional Cubana de Tabaco, S.L.

 

Ernst & Young

 

Cuba

 

Manufacture and sale of small cigars

 

50.00

 

Promotora de Cigarros, S.L.

 

Deloitte

 

Spain

 

Sale of cigars

 

50.00

 

 

54



 

Companies and/or Groups

 

Statutory Auditor (a)

 

Registered
Office

 

Core Business

 

% of Subgroup
ownership

 

RAF Subgroup:

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

Aldeasa, S.A.

 

Deloitte

 

Spain

 

Sales in duty-free zones

 

99.61

 

 

 

 

 

 

 

 

 

 

 

Tabacalera Cigars

 

 

 

 

 

 

 

 

 

International Subgroup:

 

 

 

 

 

 

 

 

 

Full consolidation—

 

 

 

 

 

 

 

 

 

800 JR Cigar, Inc.

 

Deloitte

 

US

 

Distribution of cigars

 

51.00

 

MC Management

 

Deloitte

 

US

 

Distribution of cigars

 

51.00

 

Tabacalera de García, SAS.

 

Deloitte

 

France

 

Manufacture and sale of cigars

 

100.00

 

La Flor de Copán, SAS.

 

Deloitte

 

France

 

Manufacture and sale of cigars

 

100.00

 

 


(1) This percentage does not include the shares affected by the stock option plans (see notes 5.13 and 35).

 

(2) SEITA owns 50.00% of this shareholding.

 

(3) Altadis, S.A. indirectly owns 21.78% through Tabaqueros Asociados, S.A.

 

(4) Altadis, S.A. owns the other 41.18% through Tabacalera Cigars International, S.A.

 

(5) Altadis, S.A. owns the other 40.00% through Urex Inversiones, S.A.

 

(a) Where no information is given, the individual company does not reach the threshold above which it would be subject to statutory audit.

 

55