Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Report of Independent Auditors To the Board of Directors and Shareholders Votorantim Participações S.A. 1 We have audited the accompanying balance sheets of Votorantim Participações S.A. and the 2 We conducted our audits in accordance with approved Brazilian auditing standards, which consolidated balance sheets of Votorantim Participações S.A. and its subsidiaries as of December require that we perform the audit to obtain reasonable assurance about whether the financial 31, 2006 and 2005 and the related statements of income, of changes in shareholders’ equity and of statements are fairly presented in all material respects. Accordingly, our work included, among changes in financial position of Votorantim Participações S.A., as well as the related consolidated other procedures: (a) planning our audit taking into consideration the significance of balances, statements of income and of changes in financial position for the years then ended. These financial the volume of transactions and the accounting and internal control systems of the Companies, statements are the responsibility of the Company’s management. Our responsibility is to express an (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in opinion on these financial statements. The audits of the financial statements as of December 31, 2006 the financial statements, and (c) assessing the accounting practices used and significant estimates and 2005 of the indirect affiliates Mineração Rio do Norte S.A., Petrocoque S.A. Indústria e Comércio, made by management, as well as evaluating the overall financial statement presentation. BAESA - Energética Barra Grande S.A., Machadinho Energética S.A., Sirama Participações Administração e Transportes Ltda., Telefutura Telemarketing S.A. and Compañia Minera Milpo S.A.A., the investments 3 In our opinion, based on our audits and on the reports of other independent auditors, the financial in which, accounted for on the equity method of accounting, totaled R$ 464,053 thousand (2005 statements referred to in the first paragraph present fairly, in all material respects, the financial – R$ 330,272 thousand), the jointly controlled companies VBC Energia S.A., Aracruz Celulose S.A. and position of Votorantim Participações S.A. and Votorantim Participações S.A. and its subsidiaries as of Usinas Siderúrgicas de Minas Geras S.A. – Usiminas and the subsidiary Votorantim Finanças S.A., whose December 31, 2006 and 2005, and the results of operations, the changes in shareholders’ equity and consolidated investments and assets totaled 6,198,537 thousand (2005 – R$ 3,451,974 thousand) the changes in financial position of Votorantim Participações S.A., as well as the consolidated results and R$ 55,708,906 thousand (2005 – R$ 40,760,471 thousand), respectively, were conducted by other of operations and the changes in financial position, for the years then ended, in accordance with auditors. Our opinion, insofar as it refers to the amounts of these investments and total assets, accounting practices adopted in Brazil. as well as the participation of Votorantim Participações S.A. in the net income generated by them, in the amount of R$ 1,376,448 thousand (2005 – R$ 861,642 thousand), is based solely on the reports of these other auditors. São Paulo, April 24, 2007 Auditores Independentes CRC 2SP000160/0-5 82 Carlos Eduardo Guaraná Mendonça Contador CRC 1SP 196994/O-2 83 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Balance Sheets at December 31 (In thousands of reais) Assets Liabilities and shareholders’ equity Parent company 2006 2005 Current assets Cash and banks 133 13,103 Interbank investments – (Note 3) Financial investments and derivative financial instruments – (Note 3) 1,489,327 2,285,382 Interbank accounts Trade accounts receivable – (Note 4) Credit operations – (Note 5) Allowance for doubtful accounts Inventories – (Note 6) Taxes recoverable 454,615 313,015 Dividends and interest on own capital receivable – (Note 8) 412,123 529,085 Foreign exchange portfolio Other 1,267 125 2,357,465 3,140,710 Non-current assets Long-term receivables Interbank investments – (Note 3) Financial investments and derivative financial instruments – (Note 3) 601,456 Trade accounts receivable Credit operations – (Note 5) Allowance for doubtful accounts Loans receivable and advances for future capital increase – (Note 8) 1,081,651 4,069,421 Notes receivable 129,187 Judicial deposits – (Note 14) 24,352 18,136 Tax incentives 4,039 4,039 Deferred income tax and social contribution – (Note 13) 313,654 303,143 Other 36,522 2,061,674 4,523,926 Permanent assets Investments – (Note 9) 24,777,035 15,555,594 Goodwill (negative goodwill), net – (Note 9) (200,422) (550,418) Property, plant and equipment – (Note 10) 14.793 15,431 Deferred charges 24,591,406 15,020,607 Total assets 29,010,545 22,685,243 The accompanying notes are an integral part of these financial statements. 84 Consolidated 2006 2005 377,592 17,951,404 23,959,773 1,438,828 2,436,270 9,136,992 (308,703) 2,914,337 2,089,612 34,502 752,238 1,944,066 62,726,911 271,474 11,964,575 22,246,098 1,095,348 2,010,497 6,515,639 (318,328) 2,348,460 1,349,769 42,508 1,049,598 1,825,700 50,401,338 1,499,112 755,262 24,435 7,300,087 (119,846) 456,588 374,035 569,458 23,058 2,213,640 1,561,906 14,657,735 786,531 2,339,592 53,412 5,372,608 (56,659) 436,326 482,329 493,618 32,435 2,209,069 1,437,177 13,586,438 1,103,939 2,796,921 17,563,540 720,353 22,184,753 975,475 2,214,944 15,478,107 683,548 19,352,074 99,569,399 83,339,850 Parent company 2006 2005 Current liabilities Loans and financing – (Note 11) 5,207 7,924 Deposits Open market Funds from acceptance and issuance of securities – (Note 12) Debentures – (Note 12) Suppliers 1,004 1,114 Salaries and social charges 7,870 7,629 Taxes and contributions payable 171,900 24,417 Income tax and social contribution Dividends and interest on own capital payable – (Note 8) 367,234 233,027 Derivative financial instruments Foreign exchange portfolio Other 7,506 411 560,721 274,522 Non-current liabilities Long-term liabilities Loans and financing – (Note 11) 1,030,516 936,280 Deposits Open market Funds from acceptance and issuance of securities – (Note 12) Debentures – (Note 12) Loans payable – (Note 8) 5,669,803 2,960,178 Deferred income tax and social contribution – (Note 13) 43,567 44,067 Provision for contingencies and tax liabilities – (Note 14) 94,753 102,250 Derivative financial instruments 104,155 57,614 Other 6,942,794 4,100,389 Deferred income Unrealized profits Minority interest Consolidated 2006 2005 5,437,204 8,351,556 13,784,733 446,739 171,579 1,661,682 398,206 1,202,247 1,314,198 511,046 2,069,332 439,269 1,474,763 37,262,554 4,532,330 9,980,147 10,551,338 4,044 240,917 1,360,977 323,174 696,304 841,958 351,948 2,617,314 815,433 866,149 33,182,033 15,449,309 8,561,766 2,633,798 2,269,588 4,190,241 14,841,077 8,173,371 65,385 222,223 2,069,829 1,059,854 1,800,506 1,018,298 800,189 37,783,549 606,042 1,786,197 664,506 642,100 29,070,730 7,560 18,324 2,657,956 2,018,520 Shareholders’ equity (Note 15) Capital Capital reserve Revaluation reserve Revenue reserve Retained earnings 12,380,538 836 17,047 778,598 8,330,011 21,507,030 12,112,210 836 17,047 561,699 5,618,540 18,310,332 12,380,538 836 17,047 778,598 8,680,761 21,857,780 12,112,210 836 17,047 561,699 6,358,451 19,050,243 Total liabilities and shareholders’ equity 29,010,545 22,685,243 99,569,399 83,339,850 The accompanying notes are an integral part of these financial statements. 85 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Statements of Income Years Ended December 31 (In thousands of reais unless otherwise indicated) Parent company 2006 2005 Gross revenues Domestic sales Export sales Income from financial intermediation Supply of electric energy Service revenues Taxes on sales and services and other deductions Net revenues Cost of products and services Expenses from financial intermediation Gross profit Operating income (expenses) Selling and lending expenses General and administrative expenses (72,283) (99,890) Other operating income (expenses) (2,857) (75,140) (99,890) Operating profit (loss) before equity results and financial income (expenses) (75,140) (99,890) Equity adjustment from investments Equity in the results of subsidiaries and affiliated companies (Note 9) 4,124,508 2,224,650 Exchange variation on foreign investments Goodwill amortization 4,124,508 2,224,650 Financial income (expenses), net 31,463 89,210 Operating profit 4,080,831 2,213,970 Non-operating income, net (Note 18) 254,784 233,061 Profit before income tax, social contribution and minority interest 4,335,615 2,447,031 Income tax and social contribution Current (8,642) (13,745) Deferred 11,010 (215) 2,368 (13,960) Profit before minority interest 4,337,983 2,433,071 Minority interest Net income for the year 4,337,983 2,433,071 Net income for the year per thousand shares – R$ 806,18 458,80 Statements of Changes in Shareholders’ Equity and Funds for Capital Increase (In thousands of reais unless otherwise indicated) Consolidated 2006 2005 14,454,124 7,639,052 8,017,160 1,729,406 1,456,361 33,296,103 (4,318,207) 28,977,896 (14,458,497) (5,683,868) 8,835,531 11,785,203 6,361,278 6,891,392 1,480,342 365,151 26,883,366 (3,207,446) 23,675,920 (11,253,586) (4,690,790) 7,731,544 (1,648,924) (1,570,019) 563,593 (2,655,350) (1,250,415) (1,784,588) (282,855) (3,317,858) 6,180,181 4,413,686 152,261 (420,958) (466,204) (734,901) 739,501 6,184,781 280,830 74,651 (497,327) (355,218) (777,894) (22,618) 3,613,174 246,856 6,465,611 3,860,030 (1,571,526) (174,893) (1,746,419) 4,719,192 (319,581) 4,399,611 (1,248,645) 281,484 (967,161) 2,892,869 (257,989) 2,634,880 Capital Revenue reserve reserve Revaluation Advances for Tax reserve in Legal Retained future capital Capital incentives subsidiaries reserve earnings increase At December 31, 2004 9,400,000 836 17,047 440,045 3,884,978 2,712,210 Capitalization of advances for future capital increase 2,712,210 (2,712,210) Net income for the year 2,433,071 Appropriation of net income Legal reserve 121,654 (121,654) Interest on own capital proposed (R$ 8.28 per thousand shares) (43,889) Dividends paid and proposed (R$ 100.69 per thousand shares) (533,966) At December 31, 2005 12,112,210 836 17,047 561,699 5,618,540 Capital increase (Note 15(a)) 268,328 Prior-year adjustments (Note 15(e)) (379,343) Net income for the year 4,337,983 Appropriation of net income Legal reserve 216,899 (216,899) Interest on own capital proposed (R$ 90.70 per thousand shares) (488,028) Dividends paid and proposed (R$ 100.77 per thousand shares) (542,242) At December 31, 2006 12,380,538 836 17,047 778,598 8,330,011 Total 16,455,116 2,433,071 (43,889) (533,966) 18,310,332 268,328 (379,343) 4,337,983 (488,028) (542,242) 21,507,030 The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 86 87 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Statements of Changes in Financial Position Years Ended December 31 (In thousands of reais) Notes to the Financial Statements at December 31, 2006 and 2005 (all amounts in thousands of reais unless otherwise indicated) Parent company Consolidated 2006 2005 2006 2005 Financial resources were provided by Operations Net income for the year 4,337,983 2,433,071 4,399,611 2,634,880 Amounts not affecting working capital Equity in the earnings of subsidiaries and affiliated companies (4,124,508) (2,224,650) (152,261) (74,651) Negative goodwill realized on sale of investments (349,995) Exchange variation on foreign long-term net assets 420,958 497,387 Amortization of goodwill on acquisition of subsidiaries 466,204 355,218 Depreciation, amortization and depletion 637 803 1,942,407 1,628,556 Residual value of permanent asset disposals 1,650 73,168 24,062 Gains on changes in shareholding interests (235,751) (180,371) Deferred income tax and social contribution (11,010) 174,893 (281,484) Interest and monetary variation on long-term items 79,198 147,165 120,264 Provision for contingencies 437,229 505,404 Provision for losses on hedge transactions 46,541 (8,172) 582,425 Minority interest 319,581 257,989 Prior-year adjustments (379,343) (379,343) (715,446) 101,529 7,849,612 6,250,050 Shareholders Payment of capital 268,328 Third parties Decrease in long-term receivables 4,168,527 2,620,964 602,165 Dividends and interest on own capital receivable and received 1,117,844 868,392 34,502 42,508 Write-off of investments 5,365,095 3,492,926 9,261 85,388 Increase in long-term liabilities 5,416,504 2,876,886 7,895,018 9.660,346 Increase in deferred income 15,897 Change in working capital due to increase in interest 192,653 Write-off of permanent assets due to capital decrease 159,779 Total funds provided 15,620,852 9,960,697 16,742,990 16,054,189 Financial resources were used for Long-term receivables 1,695,265 4,584,344 2,395,445 2,617,834 Permanent assets Investments 11,344,121 1,678,006 58,299 448,917 Property, plant and equipment 3,511,480 4,579,668 Deferred charges 108,137 40,911 Goodwill (negative goodwill) on acquisition of investments 875,398 424,059 Long-term net assets of subsidiaries acquired 2,620,640 2,072,388 174,186 Decrease in long-term liabilities 319,855 169,428 Change in minority interest 14,104 44,010 Dividends and interest on own capital paid and proposed 1,030,270 577,855 1,030,270 577,855 Decrease in deferred income 10,764 Total funds used 16,690,296 8,912,593 8,497,938 8,902,682 Increase (decrease) in working capital (1,069,444) 1,048,104 8,245,052 7,151,507 Changes in working capital Current assets Current liabilities (783,245) 286,199 832,517 (215,587) 12,325,573 4,080,521 9,076,697 1,925,190 Increase (decrease) in working capital (1,069,444) 1,048,104 8,245,052 7,151,507 The accompanying notes are an integral part of these financial statements. 88 1 Operations The corporate purpose of Votorantim Participações S.A. (the “Company”) is to manage assets and businesses and to invest in other civil and commercial companies of any nature, to further its interests. The Company, through its subsidiaries and associated companies, operates in the industrial segment (cement, pulp and paper, chemical products, metals and aluminum, energy, agribusiness and packaging), as well as in the financial segment (multiple bank with commercial, credit, financing and investment portfolios, securities dealing on own account or for third parties, leasing portfolio and management of investment funds). 2 Significant Accounting Practices The parent company and consolidated financial statements have been prepared and are being presented in accordance with accounting practices adopted in Brazil. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses, including estimates relating to the selection of the useful lives of property, plant and equipment, provisions necessary for contingent liabilities and the determination of provisions for income tax and other similar charges. Actual results may differ from the estimates. (a) Determination of results of operations Results are determined on the accrual basis of accounting. Sales and service revenues and related costs are recognized upon product delivery or at the time the services are rendered. Income from financial intermediation is basically represented by the income accrued on credit operations, foreign exchange transactions, securities and derivative financial instruments. Revenues from electric energy distribution are recognized based on the tariffs regulated by the National Electric Energy Agency (ANEEL) when the energy is made available. Unbilled revenues, related to each monthly billing cycle, are accrued considering an estimate based on prior month billings. Unbilled revenues are calculated based on the reading of the meters to determine the total energy consumed from the cut-off date of the last billing until the end of the period. When differences between estimated and actual unbilled revenues arise, which historically have been insignificant, they are recognized in the subsequent month. These revenues arise from the sale of energy generated and are accounted for based on the delivery and capacity generated at rates specified in contractual terms and conditions or market price. (b) Financial investments and derivative financial instruments (i) Financial segment In accordance with Circular 3068 of the Brazilian Central Bank (BACEN), marketable securities are classified in the following categories, according to management’s investment intention: • Trading securities - acquired to be actively and frequently traded, adjusted to market value against results for the year. • Securities held to maturity - securities acquired with the intention or obligation, and financial capacity, of being held in portfolio until maturity, recorded only at cost of purchase plus accrued earnings, and not marked to market. The decreases in market value of the assets held to maturity, below their respective costs plus accrued income, related to reasons considered to be other than temporary, are reflected in current results as realized losses. The derivative financial instruments are evaluated and classified either as hedge or non-hedge. In the financial segment, the transactions that use financial instruments, carried out at customers’ request, or on own account, or which do not comply with the hedge criteria defined in BACEN Circular 3082, are recorded at market value, with realized and unrealized gains and losses recognized directly in the statement of income. 89 ANNUAL REPORT 2006 I VOTORANTIM GROUP (ii) Industrial and shared energy segments Investment fund quotas are classified as trading securities, as they were acquired to be actively and frequently traded. The other financial investments are recorded at cost of purchase plus accrued income, since Votorantim Participações S.A. and its subsidiaries intend to hold the investment up to maturity. The derivative financial instruments for hedge purposes are evaluated and accounted for according to the conditions under which they were contracted and are not recorded at market value. A portion of these derivatives was contracted with Votorantim Finanças S.A. (c) Allowance for doubtful accounts The allowance for doubtful accounts is recorded at an amount considered sufficient by management to cover estimated losses on the collection of trade accounts receivable, as well as the rules of BACEN for the financial segment and the official accounting manual for the shared energy industry. (d) Inventories Inventories are stated at the average cost of purchase or production, which is lower than replacement cost or realizable value. Imports in transit are stated at the accumulated cost of each import. (e) Other current assets and long-term receivables These are recorded at cost plus, when applicable, earnings calculated on a pro rata daily basis and accrued monetary and exchange variations up to the balance sheet date, adjusted by a provision, in order to reflect realizable values. (f) Investments Investments in subsidiaries and affiliated companies are accounted for on the equity method of accounting, plus goodwill and negative goodwill arising from investments (Note 9). Other investments are stated at cost of purchase, adjusted for inflation up to December 31, 1995. Goodwill and negative goodwill determined on the purchase of a company is calculated as the difference between the purchase value and the book value of the investment acquired. Goodwill, based on future economic recovery, is amortized over the period of recovery, not exceeding 10 years. Negative goodwill is amortized only upon the realization of the related asset by sale or disposal. The financial statements of the foreign subsidiaries have been prepared in accordance with accounting practices adopted in the countries of origin and in their respective currencies. For equity accounting and consolidation purposes, these statements were adjusted to the accounting practices adopted in Brazil and translated into reais at the exchange rates in effect on the balance sheet date. (g) Property, plant and equipment Property, plant and equipment is stated at cost of purchase or construction. The interest arising from financing directly linked to these assets while under construction is capitalized. Depreciation is calculated on the straight-line method (Note 10). Forestry development costs, primarily project implementation costs, are capitalized as incurred. Management reviews the useful lives of the assets, particularly those of buildings and equipment used in each operation, for the purpose of determining and measuring impairment on a recurring basis or when events or changes indicate that the carrying value of an asset or group of assets may not be recoverable through operating activities. Write-down of the carrying value of assets or groups of assets is made if and when appropriate. (h) Deferred charges Deferred charges, which consist primarily of pre-operational expenditures related to expansion projects, are amortized over a period of up to 10 years. 90 Financial Statements 2006 (i) Income tax, social contribution and tax incentives The provision for income tax and deferred income tax on temporary differences is determined at the rate of 25%, and social contribution at the rate of 9%. Some subsidiaries are also subject to income tax arising from their operations abroad. Income tax and social contribution are accrued on taxable results. Deferred taxes are calculated based on the results which will be taxable or deductible in the future. The deferred tax benefit of tax losses is generally recognized as an asset to the extent that realization is considered probable. In the financial segment, the depreciation generated from the leasing portfolio is tax effected at 25% and the fair market value adjustment of securities and derivative financial instruments is tax effected at the statutory rates, recorded in “Other liabilities,” in current liabilities, and “Deferred income tax and social contribution,” in long-term liabilities. Taxes on profit are included in the statement of income gross of tax incentives. The tax incentive benefit is credited directly to shareholders’ equity at the time the option for the incentive is made, against a decrease in liabilities. (j) Current and long-term liabilities These liabilities are stated at known or estimated amounts including, when applicable, accrued charges and indexation adjustments. The provisions for profit sharing are recorded when the companies grant this right to the employees, in accordance with performancebased plans. (l) Environmental expenditures Expenditures relating to ongoing environmental programs are charged against earnings as incurred. The ongoing programs are developed to reduce the environmental impact of operations and to manage environmental risks. The provisions relating to these costs are recorded when they are considered probable and reasonably estimable. (m) Interest on own capital Brazilian corporations are permitted to deduct, as a financial expense for tax purposes, the interest attributed to shareholders’ equity. For financial reporting purposes, the interest attributed to shareholders’ equity is recorded as a deduction from unappropriated retained earnings, in a manner similar to a dividend. (n) Pension plan and other post-retirement benefits The contributions made by Votorantim Participações S.A. and its subsidiaries to the defined contribution pension plans and employee welfare plans (Note 16) were determined by independent actuaries and are recorded as operating expenses. An indirect subsidiary of Votorantim Participações S.A. abroad and an indirect jointly controlled company of VBC Participações S.A. have a defined benefit plan that also offers, among other services, medical assistance and life insurance. The cost of the retirement benefits and of the other benefits of these plans granted to eligible employees is determined on the projected benefit method prorated on the service and management’s best estimates of investment yields, salary adjustments, future cost trends and mortality and retirement age of the employees. (o) Consolidated financial statements The consolidated financial statements include the accounts of the direct and indirect subsidiaries described below. All significant accounts and transactions among the companies were eliminated in the consolidated financial statements. Investments among the companies, accounts receivable and payable, income and expenses and unrealized gains among the companies were eliminated. Minority interest in shareholders’ equity and in the results is stated separately. Goodwill and negative goodwill arising from transactions with third parties are classified as Investments. The results of derivative financial instruments contracted to hedge the consolidated foreign exchange exposure of the Votorantim Group were fully eliminated in the preparation of the consolidated financial statements. Jointly controlled companies were consolidated proportionally to the ownership interest held in their capital and include VBC Energia S.A., Aracruz Celulose S.A., Ripasa S.A. Celulose e Papel, Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas and Suwannee American Cement, LLC. The main subsidiaries included in the consolidation and the percentage of interest of Votorantim Participações S.A. and its subsidiaries, held directly and indirectly, are as follows: 91 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Percentage 2006 2005 Industrial segment Cement Call Itaú Participações Minas Gerais S.A. 100.00 Calmit Industrial Ltda. 100.00 Calsete Industrial S.A. 100.00 Cimento Poty S.A. (ii) Cimento Rio Branco S.A. (i) Cimento Sergipe S.A. (ii) Cimento Tocantins S.A. (i) Cimex Comércio e Indústria de Cimento Ltda. (i) 100.00 Companhia Cimento Portland Itaú (i) Votorantim Cimentos NNE (ii) 98.80 Empresa de Transporte CPT Ltda. 100.00 Engemix S.A. 100.00 St. Barbara Cement Inc. 100.00 St. Marys Cement Inc. (Canadá e Estados Unidos) 100.00 Suwannee American Cement, LLC 50.00 Votorantim Cement North America, Inc. 100.00 Votorantim Cimentos América S.A. 94.56 Votorantim Cimentos Ltda. 98.47 Votorantim Investimentos Industriais S.A. 100.00 Votorantim Investimentos Internacionais S.A. 100.00 100.00 100.00 100.00 95.31 100.00 95.61 99.87 100.00 100.00 100.00 100.00 100.00 100.00 100.00 50.00 100.00 94.56 100.00 100.00 100.00 Companhia Brasileira de Alumínio 99.74 Companhia Níquel Tocantins (iv) Indústria e Comércio Metalúrgica Atlas S.A. 99.86 Votorantim Metais Níquel S.A. (iv) 100.00 Votorantim Metais-Cajamarquilla S.A. 99.99 Siderúrgica Barra Mansa S.A. 100.00 Votorantim Metais Zinco S.A. 99.92 Votorantim Metais Ltda. 100.00 Usinas Siderúrgicas de Minas Gerais S.A. 5.76 99.74 99.98 99.86 100.00 99.06 100.00 99.92 100.00 Pulp and paper Aracruz Celulose S.A. 12.35 Nova HPI Participações e Comércio Ltda. 100.00 Ripasa S.A. Celulose e Papel 50.00 Ripasa Participação S.A. Votorantim Celulose e Papel S.A. 52.15 12.35 100.00 50.00 55.49 Agribusiness Citrovita Comercial Exportadora S.A. Citrovita Industrial e Comercial Ltda. Citrovita Agroindustrial Ltda. Citrovita Agro Pecuária Ltda. Sucorrico S.A. 99.99 100.00 99.99 99.99 100.00 Chemical Companhia Agro Industrial Igarassu Companhia Nitro Química Brasileira 99.98 99.98 99.98 99.98 100.00 75.00 100.00 75.00 99.99 100.00 99.98 99.99 100.00 Trading Votorantim International Holding The Bulk Service Corporation 92 Percentual 2006 2005 Holding and other segments Metallurgy Companhia de Luz e Força Santa Cruz (v) Hailstone Limited 100.00 TIVIT - Tecnologia da Informação S.A. 99.99 Santa Cruz Geração de Energia S.A. 100.00 Votorantim Comercial Exportadora e Importadora Ltda. 99.98 Votorantim Comércio e Indústria Ltda. 100.00 Votorantim Investimentos Latino-Americanos S.A. 94.56 Votocel Investimentos Ltda. (iii) 100.00 Votorantim Energia Ltda. 100.00 Voto - Votorantim Overseas Trading Operations III Ltd. 100.00 Voto - Votorantim Overseas Trading Operations IV Ltd. 100.00 Votorantim Novos Negócios Ltda. 99.99 99.99 100.00 99.99 100.00 99.98 100.00 94.56 100.00 100.00 100.00 100.00 99.99 Financial segment Banco Votorantim S.A. BV Financeira S.A. BV Leasing e Arrendamento Mercantil S.A. BV Sistemas Ltda. BV Trading S.A. CP Promotora de Vendas Ltda. Votorantim Bank Limited Votorantim Finanças S.A. Votorantim International Business Limited Votorantim C.T.V.M. Ltda. Votorantim Asset Management D.T.V.M. Ltda. Votorantim Seguros e Previdência S.A. Banco Votorantim Securities, Inc 99.94 99.99 99.99 99.94 99.99 99.40 95.84 100.00 100.00 99.98 99.99 99.99 100.00 99.92 99.99 99.99 99.94 99.99 99.40 95.84 100.00 100.00 99.98 99.99 99.99 VBC Participações S.A. 33.33 Shared energy segment VBC Energia S.A. 50.00 (i) In 2006, the following companies were merged into Votorantim Cimentos Brasil Ltda., current name of Cimex Comércio e Indústria de Cimento Ltda.: Cimento Rio Branco S.A., Companhia de Cimento Portland Itaú and Cimento Tocantins S.A. (ii) In 2006, Cimento Poty S.A. and Cimento Sergipe S.A. were merged into Votorantim Cimentos NNE, current name of Companhia de Cimento Portland Poty. (iii) Votocel Investimentos Ltda. is the current name of Votocel Filmes Flexíveis Ltda. (iv) Companhia Níquel Tocantins was merged into Mineração Serra da Fortaleza S.A. during 2006 and its name was changed to Votorantim Metais Níquel S.A. (v) Company sold in December, 2006. Main acquisitions in 2006 Acquisition of Ripasa On May 24, 2006, an Extraordinary General Meeting of Ripasa approved the merger, into the net assets of Ripasa Participações S.A. (Ripar), of the shares issued by Ripasa and held by the non-controlling shareholders on that date. Accordingly, these non-controlling shareholders became shareholders of Ripar, based on the share exchange ratio established in the Protocol approved at the mentioned meeting. After the approval of the merger of the shares of Ripasa into Ripar, the Extraordinary General Meetings held by VCP, Suzano and Ripar approved the total spin-off of Ripar, with the transfer of its net assets at April 30, 2006, in equal portions, to VCP and Suzano, leading to (i) an increase in the capital of VCP and Suzano, with the issue of new shares, which were distributed among the former non-controlling shareholders of Ripar based on the share exchange ratio established in item 3 of the Significant Event Notice issued on May 5, 2006 and (ii) the dissolution of Ripar. 93 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP After the corporate restructuring described above, VCP and Suzano started to hold 50% of the shares of Ripasa S.A. Celulose e Papel each, in the amount of R$ 1,397,773, R$ 844,436 of which refer to the goodwill on the acquisition, based on future profitability and which is being amortized over 10 years. This procedure will be applied until the corporate restructuring of Ripasa is concluded and an industrial unit consortium is created. Acquisition of Companhia de Cimento Ribeirão Grande In November 2006, the indirect subsidiary Cal Itaú Participações S.A. acquired the shareholding control of Companhia de Cimento Ribeirão Grande, for R$ 425,376, recording a goodwill on acquisition of R$ 319,693, based on the expectation of future profitability, and which will be amortized in up to ten years. VBC Energia S.A. In 2006, by means of a corporate restructuring process, VBC Participações S.A. was split up and merged into its shareholders. Through asset swaps, the Votorantim Group and the Camargo Corrêa Group started to jointly control VBC Energia S.A. VBC Energia owns 139,002,671 common shares, corresponding to 28.97% of the capital of CPFL Energia. Of this total, 122,945,367 common shares which originally made up the controlling block remained as such and are subject to the terms of the Shareholders’ Agreement of CPFL Energia. The corporate restructuring was carried out at market values, resulting in a goodwill of R$ 120,000 in the Votorantim Group, net of the provisions for unrealized profits and gains and losses on changes in equity investments, and will be amortized as of 2007, according to projections of future profitability. Main acquisitions in 2005 In February 2005, the Votorantim Group acquired the net assets of Cemex, Inc., located in the Great Lakes region in the USA, for US$ 389 million, equivalent to R$ 1,012,567. In February 2005, the acquisition of Sucorrico S.A. was concluded. The total amount of the transaction was US$ 70 million, equivalent to R$ 183,223, of which R$ 148,071 refers to goodwill on acquisition. In March 2005, a jointly controlled affiliate of Votorantim Celulose e Papel S.A. and Suzano Bahia Sul S.A. acquired 77.59% of the voting capital and 46.06% of the total capital of Ripasa for R$ 1,484,190, of which R$ 1,004,726 refers to goodwill on acquisition based on the financial statements of Ripasa at March 31, 2005. Additionally, a purchase and sale option agreement relating to 22.41% of the voting capital and 13.45% of total capital was entered into. Such option can be exercised within six years, whereby in the first five years the sellers have a put option and in the sixth year the buyers have a call option for R$ 433,255, indexed to Brazil’s base rate (“SELIC”) from March 31, 2005 to the day of effective payment and ownership transfer. The sellers have assigned to the purchasers the beneficial ownership of the shares’ voting and economic rights for a six-year period. In July 2005, a 75% interest in the capital of The Bulk Service Corporation was acquired for US$ 33,925 thousand, equivalent to R$ 79,584 on that date. The goodwill paid on acquisition was R$ 67,137. In November 2005, the Votorantim Group acquired 24.92% of the capital of Compañia Minera Milpo S.A.A., headquartered in Peru, for US$ 100,206 thousand, equivalent to R$ 221,154, recording a goodwill of R$ 160,185 on that date. Main sale in 2006 In December 2006, Companhia Luz e Força Santa Cruz was sold to CPFL Energia S.A. for R$ 203,000, obtaining a gain of R$ 124,347, recorded in the consolidated financial statements in non-operating income (expenses). Main acquisitions in 2005 In July 2005, the Votorantim Group sold the investee Empresa Brasileira de Filmes Flexíveis Ltda. for R$ 251,000, resulting in a gain of R$ 124,765, recorded in the consolidated financial statements in non-operating income (expenses). In December 2005, the 50% interest in Nordesclor S.A. was sold for R$ 37,323, resulting in a gain of R$ 14,323, recorded in the consolidated financial statements in non-operating income (expenses). Reconciliation of shareholders’ equity and net income for the year between the parent company and the consolidated 2006 2005 Shareholders’ Net income Shareholders’ Net income equity for the year equity for the year Parent company 21,507,030 4,337,983 18,310,332 2,433,071 Supplement to equity pick-up (i) 61,628 61,628 351,551 184,890 Elimination of negative goodwill among subsidiaries (ii) 435,083 435,083 Adjustment of unrealized profits (iii) (46,723) 7,477 Prior-year adjustments in jointly controlled subsidiary (iv) 9,442 Tax effect (145,961) Consolidated 21,857,780 4,399,611 19,050,243 2,634,880 (i) Refers to a supplement of equity pick-up of consolidated companies stated at historical cost, which were accounted for on the equity method for consolidation purposes. (ii) Reversal of negative goodwill generated among consolidated companies. (iii) Adjustment of unrealized profits resulting from the sale of CPFL Energia to VBC, which were eliminated or realized upon consolidation. (iv) Prior-year adjustment arising from the provision for the Energy Research, Development and Efficiency Programs in the jointly controlled subsidiary VBC. 3 Financial Investments (a) Financial investments and derivative financial instruments Parent company Consolidated 2006 2005 2006 2005 Trading securities (*) Financial Treasury Bills (LFTs) 332,983 9,131 National Treasury Bills (LTNs) 2,129,024 4,024,932 National Treasury Notes (NTNs) 4,724,047 3,563,031 Brazilian Central Bank Notes (NBCs) 28,706 Bank Deposit Certificates (CDBs) 52,029 897,781 Eurobonds 958,304 3,090,514 C-Bonds 289,498 61,889 Debentures 1,087,669 1,146,077 Investment fund quotas 884,107 1,239,376 5,009,917 4,510,122 Fixed time deposit – foreign currency 2,220,603 Credit Rights Investment Fund (FIDC) 77,519 136,863 Mortgage notes 11,841 Variable income securities 54,963 465,223 152,338 Other 832,453 119,241 936,136 1,294,339 18,127,240 17,752,466 Securities held to maturity Eurobonds 680,910 1,006,522 Foreign currency-denominated investments 1,154,647 991,043 1,652,865 1,247,872 Bank Deposit Certificates (CDBs) 1,792,611 1,468,430 Interbank Deposit Certificates (CDIs) 209,658 126.288 Debentures 343,042 Other 1,154,647 991,043 4,679,086 3,849,112 Derivative financial instruments – (Note 17) 1,908,709 2,984,112 2,090,783 2,285,382 24,715,035 24,585,690 Current (1,489,327) (2,285,382) (23,959,773) (22,246,098) Long term 601,456 755,262 2,339,592 (*) Trading securities - the criteria for the pricing of marketable securities are defined by the risk management area of Votorantim Participações S.A. and Votorantim Finanças S.A., considering prices and rates officially disclosed by entities such as the National Association of Open Market Institutions (ANDIMA) and the Futures and Commodities Exchange (BM&F), in addition to possible price adjustments for low liquidity securities, which consider offers, latest prices, possible dispersal and other factors to fairly determine the market value, in the local and foreign markets. 94 95 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP For securities traded in the Brazilian market, the average rates of the instruments disclosed by ANDIMA are considered, for the closing date, as well as the closing price disclosed for positions in the BM&F, the prices of the last negotiations of debentures disclosed by ANDIMA, taking into account the adoption of criteria considered to be adequate to establish the price of low liquidity instruments. For the assets of foreign investees, the closing prices for the public debt securities in the international market disclosed by Bloomberg and other information services are considered, as well as the adoption of criteria considered to be adequate for the correct pricing of low liquidity securities. The Public Securities, Eurobonds and C-Bonds issued by the Brazilian government fall due up to January 2018 and, for the most part, are recorded in current assets, irrespective of their maturity terms, due to the highly liquid nature of the instruments and intent to optimize market opportunities. Investment fund quotas are recorded at their realizable value obtained by the last quotation available. Votorantim Finanças S.A., through its subsidiary Votorantim Asset Management DTVM Ltda., manages various fixed and variable income funds with total net assets of R$ 23,649,758 (2005 - R$ 17,586,224). Of the total financial investments in investment fund quotas held by the Votorantim Group, R$ 3,814,713 (2005 - R$ 2,399,595) was invested in funds managed by Votorantim Asset Management DTVM Ltda. (b) Interbank investments The portfolio comprises interbank deposits bearing interest at fixed or floating rates, falling due up to September 2011, in the amount of R$ 2,515,759 (2005 - R$ 2,078,897), open market investments, backed by government securities, totaling R$ 16,915,517 (2005 R$ 10,627,372) and foreign currency-denominated investments amounting to R$ 19,240 (2005 - R$ 44,837). 4 Trade Accounts Receivable - Consolidated Credit risk is minimized by the broad customer base and control procedures, as well as the monitoring of customers’ credit limits. Votorantim Participações S.A. and its subsidiaries also contract a credit insurance policy for most of their export receivables. The companies of the industrial segment have irrevocable receivable assignment transactions to the Credit Rights Investment Fund (FIDC). The fund, which is managed by Banco Bradesco S.A., has no defined term and, at December 31, 2006, reported net equity of R$ 251,707 (2005 – R$ 250,328), of which R$ 191,720 (2005 – R$ 106,369) are in senior quotas owned by closed-end funds of subsidiaries and R$ 59,987 (2005 - R$ 143,958) in subordinated quotas held by subsidiaries. At December 31, 2006, the outstanding balance of receivables assigned to the FIDC was R$ 257,896 (2005 – R$ 201,193). Expenses incurred on these assignments in 2006 amount to R$ 30,231 (2005 – R$ 32,202), classified as financial expenses in the consolidated statement of income for the year. 5 Credit Operations (a) Analysis of credit operations Loans – public sector Loans – private sector Financing – private sector Financing – marketable securities Total credit operations (current and long-term) Leasing, classified as “Other receivables” Foreign exchange portfolio: advances on exchange contracts, classified as deduction of “Other liabilities” Consolidated 2006 2005 200,725 168,752 4,532,312 2,108,386 11,561,819 9,507,791 142,223 103,318 16,437,079 11,888,247 46,400 33,462 355,371 16,838,850 247,021 12,168,730 (b) Analysis of the portfolio by type of customer Industry Commerce Rural Other services Financial institutions Individuals (c) Analysis of the portfolio of credit operations by corresponding risk levels. The analysis of the portfolio by risk level in the financial segment is as follows: Risk level AA A B – overdue from 15 to 30 days C – overdue from 31 to 60 days D – overdue from 61 to 90 days E – overdue from 91 to 120 days F – overdue from 121 to 150 days G – overdue from 151 to 180 days H – overdue for more than 180 days 2006 Credits Credits falling due overdue 2,596,502 10,283,928 1,209,110 556,442 1,175,702 411,318 104,208 112,503 6,004 82,395 630 57,656 675 46,585 4,360 190,832 15,381,119 1,457,731 Total 2,596,502 10,283,928 1,765,552 1,587,020 216,711 88,399 58,286 47,260 195,192 16,838,850 Risk level AA A B – overdue from 15 to 30 days C – overdue from 31 to 60 days D – overdue from 61 to 90 days E – overdue from 91 to 120 days F – overdue from 121 to 150 days G – overdue from 151 to 180 days H – overdue for more than 180 days 2005 Credits Credits falling due overdue 2,353,124 7,557,141 814,014 390,357 570,404 224,331 15,083 66,664 372 42,935 490 27,618 216 21,365 1,512 83,104 11,312,356 856,374 Total 2,353,124 7,557,141 1,204,371 794,735 81,747 43,307 28,108 21,581 84,616 12,168,730 6 Inventories Finished products Work in progress Raw materials Consumer goods warehouse Other 96 Consolidated 2006 2005 2,739,690 2,124,761 1,259,171 911,345 182,034 145,820 1,882,152 1,670,786 33,857 6,512 10,741,946 7,309,506 16,838,850 12,168,730 Consolidated 2006 2005 878,976 866,934 873,490 344,543 413,405 486,569 445,764 532,881 302,702 117,533 2,914,337 2,348,460 97 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP 7 Taxes Recoverable Taxes recoverable are mainly represented by income tax withheld on earnings from financial investments (parent company and consolidated) and Value-added Tax on Sales and Services (ICMS) credits arising from the purchase of fixed assets and consumable products (consolidated), recorded based on the realization terms. 8 Significant Balances and Transactions with Related Parties Parent company Dividends and Dividends and Loans receivable interest on own interest on own and advances for Net financial capital receivable capital payable future increase Loans payable charges on loans 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 Segment/Company Cement Calsete Industrial S.A. Empresa de Transportes CPT Ltda. 18,823 18,823 Itaú Agro Florestal Ltda. 4,323 St. Marys Cement Inc. 578 Votorantim Cimentos Ltda. 10,203 (549,773) 2,290,787 Votorantim Investimentos Industriais S.A. 123,155 100,045 3,477,160 1,713,687 Votorantim Investimentos Internacionais S.A. 277,004 260,072 Engemix S.A. Itapisserra Mineração S.A. Votorantim Cement North America, Inc. 596 Votorantim Cimentos NNE S.A. 190 4,861 Metals Votorantim Metais Zinco S.A. Votorantim Metais Ltda. 161,342 152,575 152,573 Votorantim Investimentos Latino-Americanos S.A. 14,540 Chemical Companhia Nitro Química Brasileira 35,878 Energy Votorantim Energia Ltda. Agribusiness Citrovita Agroindustrial Ltda. 4,798 57 Citrovita Industrial e Comercial Ltda. 42,429 42,429 Fazenda Bodoquena Ltda. 2,170 2,170 Finance Votorantim Finanças S.A. 124,950 98,985 489 490 Pulp and paper Nova HPI Participações e Comércio Ltda. 216 216 Indústria de Papel Pedras Brancas Ltda. Votorantim Celulose e Papel S.A. 119,589 112,441 17 98 1,845 309,288 7,258 952,212 4,323 578 192,354 545,588 (119,253) (40,043) 70,364 10,052 (364) (52) 8,784 1,845 151,633 55,182 290,150 10 10 1,149 1,149 12,982 13,706 (4,182) (823) Parent company Dividends and Dividends and Loans receivable interest on own interest on own and advances for capital receivable capital payable future increase Loans payable 2006 2005 2006 2005 2006 2005 2006 2005 Net financial charges on loans 2006 2005 Segment/company Other Hailstone Limited 45,320 46,339 Hejoassu Administração S.A. 367,234 212,080 1,708 1,722 Interávia Táxi Aéreo Ltda. 7,508 225 Interávia Transportes Ltda. 2,997 Máquinas Piratininga do Nordeste S.A. 2,525 3,032 TIVIT Tecnologia da Informação S.A. 6,275 1,380 5,500 21,455 Santa Maria Comércio e Serviços Ltda. 16,373 12,280 21,641 19,080 (2,562) Silcar Empreendimentos, Comércio e Participações Ltda. 60,763 94,090 St. Helen Holding II B.V. 12 306,383 335,430 Votocel Investimentos Ltda. 3,589 14,959 Votorantim Comercial Exportadora e Importadora Ltda. 370,922 437,424 Votorantim International Holding N.V. 48,464 Voto-Votorantim Overseas Trading Operations N.V. III 82,849 288,277 Votorantim Novos Negócios Ltda. 36,851 65,000 Votorantrade N.V. 406,262 423,330 50,872 6,599 Votorantim Investimentos Ltda. 3,633 2,299 Voto-Votorantim Overseas Trading Operations N.V. IV 127 Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas 10,834 Other 8,497 1 20,947 84 412,123 529,085 367,234 233,027 1,081,651 4,069,421 5,669,803 2,960,178 (1,483) (2,765) (43,876) (100,790) (11,351) (10,455) 19,883 21,574 (161,341) (135,201) Loan transactions are carried out under terms and conditions agreed upon by the parties with or without financial charges, without a defined settlement term. Assets Company 2006 2005 Accounts receivable/payable BAESA - Energética Barra Grande S.A. Machadinho Energética S.A. Mineração Rio do Norte S.A. 41,300 Petrocoque S.A. Indústria e Comércio 525 41,825 Loans Hejoassu Administração S.A. 456,588 436,326 Consolidated Liabilities 2006 2005 8,404 30,651 36,327 5,546 44,601 3,253 39,580 Income (expenses) 2006 2005 (48,337) (48,639) (50,764) (108,789) (205,765) (50,764) Transactions are carried out under terms and conditions agreed upon by the parties with or without financial charges, without a defined settlement term. 99 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP 9 Investments Parent company Balance of Resulf of investments equity (provision for net December 31, 2006 accounting capital deficiency) Adjusted shareholders’ equity (net Result Corporate capital for interest Segmento/Empresa deficiency) year - % 2006 2005 2006 2005 Cement Calsete Industrial S.A. 8,507 (1,108) 100.00 (1,108) (34) 8,507 9,615 Empresa de Transportes CPT Ltda. 1,294,011 (31,517) 100.00 (31,517) (35,654) 1,294,012 1,325,527 Votorantim Cimentos Ltda. 2,654,384 60,127 34.62 72,843 283,470 924,695 740,842 Votorantim Investimentos Industriais S.A. 11,289,171 1,320,365 99.99 1,320,365 13,755 11,288,314 2,685,060 Votorantim Investimentos Internacionais S.A. 1,046,831 (94,886) 68.75 (65,234) (79,421) 719,696 784,930 Votorantim Cimentos América S.A. 599,662 (36,264) 45.45 (16,484) (16,766) 272,573 144,527 Votorantim Cimentos Brasil S.A. (i) 1,793,424 496,819 6.34 38,171 113,768 75,492 Votorantim Cimentos NNE S.A. (ii) 2,438,879 41,214 0.45 184 801 10,920 10,276 Metals Companhia Brasileira de Alumínio 494,452 Votorantim Metais Ltda. 655,176 498,299 924,105 Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas 10,418,031 2,505,461 5.76 146,139 602,762 Chemical Companhia Nitro Química Brasileira 275,508 58,092 99.98 58,080 55,835 275,467 272,508 Agribusiness Citrovita Agroindustrial Ltda. 542,026 393,655 99.99 275,888 2 542,022 537,181 Citrovita Comercial Exportadora S.A. 668,574 83,736 99.99 89,134 99,818 668,562 143,605 Citrovita Industrial Comercial Ltda. 1,061,461 29,276 82.81 318 1,156 878,995 1,138 Citrovita Agro Pecuária Ltda. 148,081 (32,369) Companhia Agro Inudstirla Igarassu 29,883 11,313 0.33 42 45 98 82 Sucorrico S.A. 161,075 4,734 77.09 5,215 124,179 Fazenda Bodoquena Ltda. 12,992 (394) 100.00 (394) (1,093) 12,992 13,385 Energy Votorantim Energia Ltda. 66,424 205,184 Finance Votorantim Finanças S.A. 5,519,404 959,693 99.99 959,693 697,403 5,519,386 4,212,525 Pulp and paper Nova HPI Participações e Comércio Ltda. 27,050 28,679 250,828 Votorantim Celulose e Papel S.A. 293,027 270,983 2,053,631 Indústria de Papel Pedras Brancas Ltda. (1,903) 831 8,227 Other Azben Holding G.M.B.H. 326,059 214,730 100.00 203,820 (62,819) 326,059 125,996 Empresa de Mineração Acariuba Ltda. 99.15 (430) 738 10,633 Hailstone Limited 319,172 22,250 100.00 (5,649) (26,651) 319,172 325,208 Nordeste Participações S.C. Ltda. 14,735 TIVIT Tecnologia da Informação S.A. 656,079 31,376 84.21 26,421 5,915 552,477 469,510 St. Helen Holding II B.V. (72,918) (19,671) 100.00 (14,950) (20,351) (72,918) (58,665) Santa Maria Comércio e Serviços Ltda. 8,999 (1,778) 100.00 (1,778) (926) 8,999 10,778 Silcar Empreendimentos, Comércio e Participações Ltda. 37,112 28,688 99.98 28,682 12,853 37,104 8,422 Votocel Investimentos Ltda. (iii) 9,559 4,128 29.99 1,238 3,585 2,867 2,021 Votorantim Comercial Exportadora e Importadora Ltda. 84,290 (49,433) (54,894) Votorantim Investimentos Latino-Americanos S.A. 573,265 28,551 45.45 12,978 (6,063) 260,573 123,797 Votorantim Overseas Oper. Trad - Voto 4 34,837 4,486 50.00 801 17,419 Votorantim Novos Negócios Ltda. 6,836 (31,685) 100.00 (31,685) (27,976) 6,836 (26,478) Votorantim Empreendimentos Ltda. (iv) (12,444) (1,283) 100.00 (1,283) (12,444) Interávia Táxi Aéreo Ltda. 2,881 (459) 94.76 (435) 2,730 3,164 Igara Participações S.A. (v) 25,474 59,494 Other investments (27,671) 2,058 55,283 12,960 Total investments in subsidiaries and affiliates 4,124,508 2,224,650 24,761,105 15,410,614 Other investments stated at cost 15,930 144,980 4,124,508 2,224,650 24,777,035 15,555,594 Negative goodwill on acquisition of investments (200,422) (550,418) 100 At December 31, 2006 and 2005, the financial statements of the subsidiaries and affiliated companies were audited and/or reviewed by independent auditors. At December 31, 2006 and 2005, the report of the independent auditors on the financial statements of the jointly controlled subsidiary VBC Energia S.A. contains a matter of emphasis paragraph alerting to the provisional tariff rates granted by ANEEL. (i) In 2006, the following companies were merged into Votorantim Cimentos Brasil Ltda., current name of Cimex Comércio e Indústria de Cimento Ltda.: Cimento Rio Branco S.A., Companhia de Cimento Portland Itaú and Cimento Tocantins S.A. (ii) In 2006, the companies Cimento Poty S.A. and Cimento Sergipe S.A. were merged into Votorantim Cimentos NNE, which is the current name of Cia. de Cimento Portland Poty. (iii) Votocel Investimentos Ltda., current name of Votocel Filmes Flexíveis Ltda. (iv) Votorantim Investimentos Ltda., current name of Trevo Industrial e Comercial Ltda. (v) Company was merged into Votorantim Participações S.A. in 2006. Changes in investments Opening balance Equity in the earnings of subsidiaries and affiliated companies Acquisitions of investments and capital increase in investees Sale of investments and capital decrease in investees Gains (losses) on sale of investments Prior-year adjustment in subsidiary - (Note 15(e)) Dividends received and receivable Closing balance Parent company 2006 2005 15,555,594 15,833,885 4,124,508 2,224,650 11,344,121 1,678,006 (4,985,752) (3,492,926) 235,751 180,371 (379,343) (1,117,844) (868,392) 24,777,035 15,555,594 Acquisitions of investments and capital increase in investees • In June 2005, the Company increased the capital of TIVIT Tecnologia da Informação S.A. (current name of Optiglobe Tecnologia da Informação S.A.) by R$ 295,091, through the capitalization of an advance for future capital increase. • In August and December 2005, the Company increased the capital of Votorantim Finanças S.A. by R$ 500,000 and R$ 239,767, respectively. • In November 2005, the Company sold, at book value, its 99.74% interest in Companhia Brasileira de Alumínio to Votorantim Investimentos Industriais S.A. for R$ 3,475,306. • In December 2005, the Company increased the capital of Citrovita Agro Industrial Ltda., in the amount of R$ 614,440, through the capitalization of an advance for future capital increase. • In January 2006, the Company increased the capital of Votorantim Novos Negócios Ltda. by R$ 65,000, through the capitalization of an advance for future capital increase. • In February 2006, the Company received, by means of a capital increase, an investment in Votorantim Investimentos Latino Americanos S.A. in the amount of R$ 123,799, and one in Votorantim Cimentos América S.A., in the amount of R$ 144,529. • In March 2006, the Company increased the capital of Votorantim Investimentos Industriais S.A. by R$ 3,475,306 through the capitalization of an outstanding loan balance. • In April 2006, the Company increased the capital of TIVIT Tecnologia da Informação S.A. by R$ 61,455, through the capitalization of an advance for future capital increase. • In 2006, the Company increased the capital of Votorantim Finanças S.A. by R$ 1,000,000. • In December 2006, the Company increased the capital of Votorantim Investimentos Industriais S.A. through the transfer of the investments in the companies Indústria de Papel Pedras Brancas, Nova HPI Participações Ltda., Votener - Votorantim Comercializadora de Energia Ltda., Votorantim Comercial Exportadora e Importadora Ltda., Votorantim Metais Ltda. and Votorantim Celulose e Papel S.A. at book value and the capitalization of an advance for future capital increase, in the amount of R$ 4,048,108. • In December 2006, the Company increased the capital of Sucorrico S.A. by R$ 118,964 by purchasing 80,775,948 shares of this investee. • In March and November 2006, the Company purchased new shares of Usiminas, in the amounts of R$ 17,849 and R$ 189,586, respectively. • In December 2006, the Company increased the capital of Citrovita Comercial e Exportadora by R$ 435,825. • In December 2006, the Company increased the capital of Citrovita Industrial e Comercial Ltda. by R$ 879,209. 101 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP Sales of investments and capital decrease in investees • In April 2006, the Company transferred its investment in Votorantim Energia Ltda. to Votorantim Investimentos Industriais, at a book value of R$ 205,184. • In October 2006, the Company sold, at book value, its 99.15% interest in the capital of Empresa de Mineração Acariuba Ltda. to Votorantim Cimentos Ltda, for R$ 10,204. Consolidated Result of Balance of 2006 equity accounting investments Adjusted Result for Corporate shareholders’ the year/ interest corporate Companies equity period - % 2006 2005 2006 2005 BAESA - Energética Barra Grande S.A. (*) 443,072 51,082 15.00 7,662 (894) 66,461 58,863 Campos Novos Energia S.A. (*) 388,787 42.73 174,032 166,125 Companía Minera Milpo S.A.A. 491,776 206,653 19.93 51,215 (26) 123,055 64,664 Machadinho Energética S.A. 357,395 3,212 29,11 935 1,398 104,038 103,103 Mineração Rio do Norte S.A. 584,885 340,808 10.00 34,567 42,476 58,489 57,897 Petrocoque S.A. Indústria e Comércio 44,194 19,090 22.50 (823) 1,894 9,944 8,229 Sirama Participações Administração e Transportes Ltda. 232,065 89,142 38.241 34,097 27,002 89,984 88,771 Other investments 24,608 2,801 119,339 33,205 Total investments accounted for on the equity method 152,261 74,651 745,342 580,857 Other investments stated at cost Alunorte - Alumina do Norte S.A. 85,208 63,307 Usinas Siderúrgicas de Minas Gerais S.A. - Usiminas 125,479 Other investments 273,389 205,832 358,597 394,618 Total investments 152,261 74,651 1,103,939 975,475 (*) Company in the pre-operating stage. Goodwill (negative goodwill) on acquisitions Parent company Consolidated Description 2006 2005 2006 2005 Aracruz Celulose S.A. (i) 329,411 448,620 BAESA - Energética Barra Grande S.A. (ii) 9,334 9,334 Companhia de Cimento Ribeirão Grande (iii) 319,693 Campos Novos Energia S.A. (ii) 68,891 58,121 Companía Minera Milpo S.A.A. (iii) 155,191 169,888 Companhia Paulista de Força e Luz (vii) 149,971 140,704 Empresa de Transporte CPT Ltda. (1,409) (1,409) Hailstone Limited (iv) (199,013) (199,013) (199,013) (199,013) Votorantim Metais Níquel S.A. (v) 22,469 Votorantim Metais-Cajamarquilla S.A. (iii) 196,813 207,867 Riocell S.A. (vi) 27,806 48,661 Rio Grande Energia S.A. (vii) 42,602 39,995 Ripasa S.A. Celulose e Papel (iii) 734,999 464,686 S&W Materials Inc. (i) 17,735 23,114 St. Marys Cement Inc. (iii) 432,191 566,209 Sucorrico S.A. (iii) 148,071 148,071 Suwannee American Cement, LLC (i) 37,616 49,025 VBC Energia (iii) 120,000 Votocel Filmes Flexíveis Ltda. (141,683) Votorantim Celulose e Papel S.A. (208,313) Other 205,610 17,193 102 (200,422) (550,418) 2,796,921 (i) Goodwill supported by expected future profitability, amortized over an eight-year period. (ii) Goodwill supported by expected future profitability, amortized over 10 years as from the start-up of the plant’s operations. (iii) Goodwill supported by expected future profitability, amortized over at most 10 years. (iv) In August 2002, Votorantim Participações S.A. acquired the controlling interest of Optiglobe Tecnologia da Informação S.A., resulting in a negative goodwill of R$ 199,013, which will be amortized through the realization of the related asset upon sale or disposal. (v) Goodwill supported by expected future profitability, amortized over a 38-month period. (vi) Goodwill recorded on the acquisition of control of Riocell S.A., supported by: (i) the market value of assets, which will be amortized pursuant to their realization, and (ii) future profitability, which is being amortized over 10 years as from January 2004. (vii) Goodwill being amortized based on the future profitability over the remaining concession period. 10 Property, Plant and Equipment Accumulated Cost depreciation Land and buildings 15,199 (5,203) Equipment and installations 324 (260) Vehicles 2,553 (1,343) Furniture and fixtures 2,230 (1,877) Other 3,170 23,476 (8,683) Parent company 2006 2005 Net Net 9,996 10,225 64 107 1,210 1,429 353 503 3,170 3,167 14,793 15,431 Accumulated Cost depreciation Land and buildings 5,314,236 (1,696,028) Equipment and installations 17,774,696 (9,128,153) Vehicles 606,453 (404,611) Furniture and fixtures 252,363 (163,491) Mining rights 860,683 (70,531) Plantations and forests 1,399,826 (264,819) Construction in progress (ii) 2,449,636 Other 1,178,319 (545,039) 29,836,212 (12,272,672) Consolidated 2006 2005 Net Net 3,618,208 3,434,227 8,646,543 7,634,443 201,842 256,133 88,872 85,004 790,152 759,039 1,135,007 886,042 2,449,636 1,980,649 633,280 442,570 17,563,540 15,478,107 Annual depreciation rates - % (*) 4 10 20 10 Até 20 Annual depreciation rates - % (*) 0 a 10 4 a 25 10 a 25 10 a 20 (i) (i) 4 a 33 (i) Depletion is calculated based on the extraction of mineral resources and forests, taking into consideration the estimated lives of the reserves or the total volume of timber to be harvested from the forests. (ii) Refers mainly to the project for the expansion and optimization of VCP’s manufacturing units, the increase in the production capacity of CBA and projects for expansion, modernization and operating improvements in the plants of the metallurgy and cement divisions. In addition, it includes investments of CBA for the construction of hydroelectric power plants of R$ 63,922 (2005 – R$ 63,881). Management expects to obtain environmental licenses for these power plants to permit them to start generating energy in the short to medium term. Based on the opinion of its legal advisors, management expects favorable outcomes to the environmental lawsuits and approval of the pending licenses. 2,214,944 103 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP 11Loans and Financing Parent company Annual financial charges Type/purpose at December 31, 2006 2006 2005 Foreign currency Prepayment of export Exchange variation + Libor + 1.72% + 5.60% to 6.73% Advance on exchange contracts Exchange variation + 5.28% to 5.85% Purchases of assets Exchange variation + Libor + 1% +1.50% to 3.42% 1030,516 939,103 Eurobonds Exchange variation + 7.75% and 7.875% Import financing Exchange variation + 2% to 10% Export credits Exchange variation + Libor + 2.60% Working capital (includes Resolutions nos. 63 e 2770) Exchange variation + 5.15% to 6.70% 5,207 5,101 Loans for onlending Exchange variation + up to 8.16% and TJLP + up to 11% Other Exchange variation + 3.00% to 4.00% 1,035,723 944,204 Local currency Purchase of assets National Bank for Economic and Social Development (BNDES) Long-term Interest Rate (TJLP) + 2.5% to 9% 9.50% to 10.50% Other Long-term Interest Rate (TJLP) + 2,42% a 10,70% 1,035,723 944,204 Current (5,207) (7,924) Long-term 1,030,516 936,280 12 Funds from Acceptance and Issuance of Securities and Debentures Consolidated 2006 2005 5,975,237 47,157 2,142,924 1,317,325 354,455 251,601 7,312,299 414,639 2,050,136 1,664,430 228,936 206,803 2,826,881 881,811 4,053,197 336,104 17,304,881 4,146,022 216,064 17,121,140 3,062,855 518,777 3,581,632 20,886,513 (5,437,204) 15,449,309 1,496,928 755,339 2,252,267 19,373,407 (4,532,330) 14,841,077 Parent company Consolidated 2006 2005 2006 2005 Maturity of the long-term portion 2007 3,240,671 2008 25,656 28,088 2,527,900 1,769,250 2009 61,831 56,177 2,148,569 2,507,942 2010 78,935 74,902 1,529,413 2,367,411 2011 231,460 228,452 3,852,228 1,631,103 2012 onwards 632,634 548,661 5,391,199 3,324,700 1,030,516 936,280 15,449,309 14,841,077 Agreements Votorantim Participações S.A., the subsidiaries Votorantim Celulose e Papel S.A. and Votorantim International Holding N.V. and the jointly controlled subsidiary VBC Energia S.A. entered into loan and financing agreements subject to the following main covenants: (a) certain restrictions upon issuing new financings, (b) restrictions on certain transactions with related parties and participation in mergers with other companies, (c) commitment to meet the volume of contracts to be in conformity with a coverage rate, (d) conformity with financial indices, such as capitalization, interest coverage, minimum retained earnings and financial borrowing rates. In the event of non-compliance with the conditions of these covenants and, through a notification from the financial institutions, the outstanding balance becomes immediately due. St. Marys Cement - Canada and St. Marys Cement U.S. have loans with covenants that restrict the payment of dividends and new financings. Additionally, the covenants have been calculated considering only the consolidated financial statements of the industrial segment to ensure their consistency with the financial statements of prior periods. The companies are in compliance with all the terms set forth in the covenants. 104 Consolidated 2006 Long- Current term Current Votorantim Finanças S.A. Funds from acceptance and issuance of securities (i) 446,739 2,269,588 4,044 Debentures (ii) 107,111 3,770,220 137,742 VBC Energia S.A. Debentures (iii) 64,468 420,021 103,175 171,579 4,190,241 240,917 2005 Long- term 222,223 1,432,151 637,678 2,069,829 (i) Funds from acceptance and issuance of securities Liabilities related to funds from acceptance and issuance of securities represent funds in foreign and local currency raised through the issuance of securities in the international market and with foreign banks for onlending to local customers. These liabilities fall due up to September 2016 and bear financial charges of up to 17.10% p.a., plus exchange variation. (ii) Debentures – Votorantim Finanças S.A. Represented by 335,000 debentures non-convertible into shares, of public issue, issued in April 2006, in two series, placed in the market in June 2006, in the amount of R$ 3,444,218. Only the first series contains a renegotiation clause. The first series, comprising 135,000 debentures, with unit value of R$ 10,000, falling due in April 2016 and bearing financial charges indexed to the average rate of interbank deposits plus 0.5% per annum, was used to generate resources for increasing the operational limits of the issuer BV Leasing Arrendamento Mercantil S.A. The first renegotiation will take place in April 2011. The second series, comprising 200,000 debentures, with unit value of R$ 10,000, falling due in April 2026 and subject to 100% of the Interbank Deposit rate computed on exponential and cumulative bases, was used to increase the number of commercial leasing transactions, which will be carried out if there is a demand for them in the market. The third series, comprising 466,679 debentures non-convertible into shares, of public issue, issued in December 2006, in a single series, with unit value of R$ 2,142.80, falling due in December 2011, subject to monetary restatement based on the variation of the closing commercial selling U.S. dollar exchange rate (P-Tax 800) and remunerating interest on the nominal value of 12.0436% p.a. from the date of issue until the maturity date. In this transaction, a premium of R$ 250,000 was received, as set forth in the debenture deed, recorded under “Other operating income.” At December 31, 2006, the funds obtained from debentures amount to R$ 3,877,331 (2005 – R$ 1,569,893). (iii) Debentures – VBC Energia S.A. Funds raised through the issue of debentures by the indirect subsidiaries VBC Energia S.A., Rio Grande Energia – RGE, CPFL Paulista, SEMESA S.A. and BAESA – Energética Barra Grande S.A., which fall due up to 2016 and bear average annual interest based on the Long-Term Interest Rate (TJLP) + 2.5% to 6%, subject to the following restrictions: (a) restrictions to changes in the shareholding control of VBC; (b) the companies are permitted to invest only in the electric energy, gas, water and sewage, telecommunications and data transmission industries either through CPFL Energia or through a company directly or indirectly controlled by CPFL Energia; (c) the ratio between its own capital and third-party capital at VBC of at least 40% for the former and 60% for the latter, determined in the semi-annual financial statements, must be maintained. (d) commitment to notify in advance debenture holders on matters to be discussed in Board of Directors’ Meetings or General Shareholders’ Meetings concerning decisions on the issuance of shares, debentures, share options, subscription rights, or any securities convertible into capital of VBC Energia or CPFL Energia; (e) CPFL and RGE – debentures are subject to certain restrictions set forth in clauses that require conformity with certain financial indices set at pre-established parameters. CPFL management understands that the company is in compliance with such restrictions and covenants. 105 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP 13 Deferred Income Tax and Social Contribution The current portion of the provision for contingencies is recorded under “Other liabilities” in current liabilities. In 2006, the changes in the provision for contingencies are as follows: Deferred tax assets and liabilities refer to income tax and social contribution losses and temporary differences of income tax and social contribution and are classified as long-term receivables and liabilities reflecting the estimate of realization based on projections of future profitability of the respective companies. These consider the prescriptive periods and, in the case of income tax and social contribution losses, the limit of 30% annual taxable income offset, as prescribed by current legislation. Parent company 2006 2005 Assets Income tax and social contribution losses Temporary differences Provision for contingencies 10,149 33,009 Allowance for doubtful accounts Provision for losses on investments 1,138 1,138 Deferral of loss on swap agreements 35,413 19,588 Tax benefit on goodwill 249,409 249,408 Other provisions 17,545 313,654 303,143 Current (other credits) Long-term 313,654 303,143 Consolidated 2006 2005 416,509 608,629 313,056 215,541 3,425 418,074 1,037,517 248,947 2,653,069 (439,429) 2,213,640 294,105 97,345 2,718 282,841 1,014,451 135,868 2,435,957 (226,888) 2,209,069 Liabilities Deferral of gain on swap agreements 503,287 Adjustments to market value of property, plant, and equipment of foreign subsidiary 10,512 198,848 Consolidation adjustments - (Note 2(o)) 145,961 Adjustments to market value 185,028 Accelerated depreciation 44,677 Reforestation expenses 23,419 Deferral of gain on sale of shareholding 33,555 Deferral of exchange variation 33,055 139,928 Other 10,512 80,492 43,567 44,067 1,321,640 Current (other liabilities) (261,786) Long-term 43,567 44,067 1,059,854 496,512 214,534 274,401 15,714 31,374 33,555 48,427 1,114,517 (508,475) 606,042 14Provision for Contingencies, Tax Liabilities and Commitments (a) Contingencies and tax liabilities under discussion Votorantim Participações S.A. and its subsidiaries are parties to labor, civil, tax and other ongoing lawsuits and are defending these matters in the administrative and judicial stages, which are backed by judicial deposits, when applicable. The provisions for losses arising from these lawsuits are estimated and restated by management, supported by the opinion of its legal advisors. The status of the provisions for tax lawsuits and other litigations is as follows: Consolidated Judicial deposits Provision for contingencies 2006 2005 2006 2005 Tax 490,230 437,836 1,817,698 1,574,240 Labor and social security 53,753 30,484 289,095 162,192 Civil 14,068 19,893 178,969 112,846 Other 11,407 5,405 745 569,458 493,618 2,286,507 1,849,278 Current (486,001) (63,081) Long-term 569,458 493,618 1,800,506 1,786,197 106 At December 31, 2005 Additions Reductions Monetary adjustment At December 31, 2006 1,849,278 691,393 (456,660) 202,496 2,286,507 At December 31, 2006, the main lawsuits are as follows: (i) Tax lawsuits • Social Integration Program (PIS)/ Social Contribution on Revenues (COFINS) The Votorantim Group has been challenging the increase in the COFINS tax rate from 2% to 3%, as well as the increase in the PIS and COFINS calculation bases to include financial income and other non-operating income. • Value-added Tax on Sales and Services (ICMS) The Company has been challenging the constitutionality of the inclusion of ICMS in the COFINS calculation basis, as well as defending the maintenance of the ICMS credit on purchases of raw materials for the manufacturing of tax-free paper and utility and consumer goods. The Company filed a lawsuit to obtain the court recognition of the ICMS credits arising from purchases of materials for use and consumption, in observance of the principle of non-cumulativeness, free of the restrictions imposed by Supplementary Law No. 92/97. • Excise Tax (IPI) The Company is defending its entitlement to recover IPI credits arising from the acquisition of inputs, raw materials, intermediary products and packaging materials used in the manufacturing of products which are tax-free, non-taxed and/or subject to a zero rate tax. The Company is defending the right to IPI credits arising from the purchase of inputs which are exempt, non-taxed and/or taxed at a zero rate, as well as the right to offset the IPI amounts unduly paid, in observance of the principle of non-cumulativeness. (ii) Labor and civil lawsuits These mainly refer to lawsuits filed by former employees and employees from outsourced companies claiming the payment of indemnity on dismissals, health hazard bonus, risk premium, overtime, “in itinere” hours (overtime while in commuter transportation), as well as civil lawsuits referring to indemnity claims by former employees or employees from outsourced companies based on alleged occupational diseases, labor accidents, material and moral damages. (b) Possible losses The Votorantim Group is a party to other tax, civil and labor lawsuits arising in the normal course of its businesses and whose loss risk is regarded as possible, totaling R$ 1,442,128 at December 31, 2006. (c) Commitments (i) The main guarantees pledged by Votorantim Participações S.A. and its subsidiaries to related companies are summarized below: Letter of guarantee issued by Machadinho Energética S.A. to BNDES Intermediation in financing agreement with BNDES of Campos Novos Energia S.A. Intermediation in financing agreement with BNDES of BAESA – Energética Barra Grande S.A. Intermediation in financing agreement with BNDES of Machadinho Energética S.A. Consolidated 2006 2005 402,000 402,000 1,080,496 1,080,496 300,000 300,000 76,200 76,200 (ii) Cimento Rio Branco S.A. and St. Marys Cement Inc. have supply agreements with steel mills for the purchase of slag, which mature in 2011 and 2023, respectively. (iii) VCP entered into long-term take-or-pay agreements with EKA Chemicals, Air Liquide Brasil, Air Products Gases Industriais and Specialty Minerals do Brasil for the supply of chemical products for a nine to fourteen-year period. These agreements contain termination clauses for noncompliance with basic terms and conditions and discontinuation of supply. Contractual obligations do not exceed R$ 81,215 in 2006 (2005 – R$ 82,650). (iv) CBA has contracts for the purchase of electric energy and fuel oil subject to the following restrictions: 107 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP • Minimum consumption of electric energy from Companhia Energética de São Paulo - CESP of 284 MW, as follows: 147 MW/year until 2011 and 137 MW/year up to 2005. The latter provides, as from January 2006, for the extension of the maturity to December 2011, with a reduction to 110 MW/year. (v) At December 31, 2006, Votorantim Participações S.A. and its subsidiaries have estimated future investments of R$ 1,586,380 (2005 – R$ 968,410) for the construction of plants, either independently or through consortia, where the future disbursement estimated by the Votorantim Group is 17% in 2007, 35% in 2008 and the remaining up to 2010. 15Shareholders’ Equity (a) Capital At December 31, 2006, fully subscribed and paid-up capital comprises 5,380,878,973 (2005 - 5,303,163,986) nominative common shares, in the amount of R$ 12,380,538. In February 2006, a capital increase of R$ 268,328 was made by the shareholder Hejoassu Administração S.A., through the transfer of the following assets: (i) 50 common shares issued by Votorantim Investimentos LatinoAmericanos S.A., at the book value of R$ 123,799 and (ii) 50 common shares issued by Votorantim Cimentos Américas S.A. at the book value of R$ 144,529. (b) Interest on own capital In compliance with Law No. 9249/95, the Company’s management approved the payment of interest on own capital to its shareholders, included in the minimum mandatory dividend amount. Pursuant to tax legislation, interest on own capital of R$ 488,028 (2005 – R$ 43,889) was recorded in financial expenses. However, for the purposes of these financial statements, interest on own capital is being presented as appropriation of net income for the year. (c) Dividends Shareholders are assured of the right to receive mandatory dividends of 10% of adjusted net income, as set forth in Article 202 of Law 6404/76. The proposal for dividends recorded in the Company’s financial statements, subject to approval at the Shareholders’ General Meeting, is as follows: Net income for the year Appropriation to legal reserve (5%) Minimum mandatory dividend calculation basis Proposed dividends (R$ 90.70 per share) Interest on own capital (R$ 100.77 per share) Percentage on adjusted profit 2006 4,337,983 (216,899) 4,121,084 542,242 488,028 1,030,270 25% 2005 2,433,071 (121,654) 2,311,417 533,966 43,889 577,855 25% (d) Advances for future capital increase Advances for future capital increase of R$ 2,712,210, received from the parent company Hejoassu Administração S.A., were used to pay up capital in 2005. 16Private Pension Plan (a) Defined contribution plan The companies of the industrial segment are sponsors of private pension plans managed by Fundação Senador José Ermírio de Moraes (FUNSEJEM), a private non-profit closed pension fund, which is available to all employees of Votorantim Participações S.A. and its subsidiaries. Under the regulations of the fund, the contributions from employees to FUNSEJEM are matched based on their remuneration. For employees whose remuneration is lower than the limits established by the regulations, the Company matches the contributions that represent up to 1.5% of their monthly remuneration. For employees whose remuneration exceeds the limits, the Company matches the contributions of employees that represent up to 6% of their monthly remuneration. Voluntary contributions may also be made to FUNSEJEM. In 2006, the contributions made to FUNSEJEM by Votorantim Participações S.A. and its subsidiaries totaled R$ 19,636 (2005 – R$ 21,102). (b) Defined benefit (i) The status of the defined benefit plans and other medical and post-retirement plans is as follows: Consolidated 2006 Supplementary Other post- Pension retirement retirement plans plans plans Total Projected benefit liabilities 624,656 20,219 70,926 715,801 Plan assets 550,716 550,716 Plan deficit 73,940 20,219 70,926 165,085 Actuarial adjustments not amortized (32,670) (158) (14,143) (46,971) Increase in liabilities upon adoption of CVM No. 371 Net liability 41,270 20,061 56,783 118,114 Current (15,124) Long-term 102,990 2005 Total 846,487 566,497 279,990 (109,506) (6,543) 163,941 (13,561) 150,380 The net liability is recorded under “Other liabilities”. (ii) The main assumptions used by the actuaries are: Percentage 2006 2005 Other Other Pension post-retirement Pension post-retirement plans plans plans plans Discount rate 5.2 e 11.3 6.25 e 11.3 5.0 e 11.3 6.25 e 11.3 Expected rate of return on assets 7.0 e 17.1 11.3 7.0 e 17.1 11.3 Future salary increases 3.5 e 7.1 7.1 3.5 e 7.1 7.1 Capacity factor – medical assistance 6.5 7.5 (e) Prior-year adjustments The Company accounted for the adjustment to market value of the financing portfolio, with contra entry to “Retained earnings,” as established in article 186 of Law No. 6404/76, in the amount of R$ 379,343, net of tax effects, of the indirect subsidiary BV Financeira S.A. – C.F.I. in the parent company Votorantim Participações S.A., as a result of the change in the calculation methodology criteria. (f) Retained earnings The allocation of the remaining balance in “Retained earnings” will be decided on at the Ordinary General Meeting. 108 109 Financial Statements 2006 ANNUAL REPORT 2006 I VOTORANTIM GROUP 17Derivative Financial Instruments Votorantim Participações S.A. and its subsidiaries carry out transactions involving derivative financial instruments, operating in organized and over-the-counter markets, for the purpose of managing market risk in a manner appropriate to the policy of each business unit of the group. In the financial segment, the management of market risk is carried out in a centralized manner, by business unit, adopting the following procedures: (a) monitoring of the alignment of positions and risks with the limits established by the Risks Committee and legal limits; (b) integrity of the pricing of assets and derivatives; (c) evaluation of market risk on the Value at Risk method and by the simulation of scenarios; and (d) follow-up of the daily results with back-tests. The policy for the management of market risks also considers the use of derivative financial instruments to mitigate risks on the positions, in order to meet the demand of counterparties and as a means of reversing positions during periods of high fluctuations. The operations comply with the limits established by the Committee and those imposed by legislation, after the analysis of credit and liquidity risks, when applicable, if involving policies of liquidity and credit and resolutions of the mentioned committee. The criteria for pricing of assets and derivatives are defined by the risk management area, which considers the prices and rates officially disclosed by ANDIMA and BM&F, as well as the calculations of option premiums and other risks, according to conventional and tested methodologies. All phases of the operations are subject to internal audit verifications, as well as the internal control procedures defined and monitored by a specific and independent area, appropriate to the level of transactions and risks involved. The derivative financial instruments may be summarized as follows: Parent company Consolidated 2006 2005 2006 2005 Assets - (Note 3(a)) Financial segment Differential receivable on swap agreements 1,694,192 2,692,652 Forward transactions 149,815 55,416 Premiums paid on options agreements 64,702 35,740 Industrial segment Differential receivable on swap agreements 200,304 1,908,709 2,984,112 Liabilities Financial segment Differential payable on swap agreements 462,375 693,865 Forward transactions 160,978 60,420 Premiums received on options agreements 65,177 49,840 Amounts payable on box options transactions 1,766,220 2,182,928 Shared energy segment Differential payable on swap agreements 10,830 Industrial segment Differential payable on swap agreements 104,155 57,614 622,050 294,767 104,155 57,614 3,087,630 3,281,820 18Non-Operating Income (Expenses), Net (a) Parent company Mainly represented by gain on investments of R$ 235,751. (b) Consolidated In December 2006, Companhia Luz e Força Santa Cruz was sold to CPFL Energia S.A. for R$ 203,000. The gain recorded was R$ 124,765. Additionally, there were gains on tax lawsuits of R$ 61,479 and other gains on investments of R$ 134,024. In 2005, non-operating income substantially refers to the gain on the sale of Empresa Brasileira de Filmes Flexíveis Ltda. and Nordesclor S.A., in the amount of R$ 139,088, and dividends received from investments stated at cost, in the amount of R$ 39,880. 19 Subsequent Events (a) Votorantim Metais Zinco S.A. purchased, at an auction held on March 16, 2007 in Bogota, Colombia, a 52% interest in the capital of Colombian steel company Acerías Paz del Rio S.A., whose production capacity is 340 thousand metric tons of long and flat steel per annum. This acquisition, together with the 700 thousand metric tons/annum which will be achieved with the ongoing projects at the Barra Mansa steel unit, will make it possible for the Steel Business to exceed the mark of one million metric tons per annum. (b) On January 2, 2007, Votorantim Celulose e Papel S.A. (VCP) transferred a portion of its assets and liabilities, resulting in total net assets of R$ 925,829, to form a new wholly owned subsidiary named LA Celulose e Papel Ltda. This company was formed as a result of the agreement entered into between VCP and International Paper on September 19, 2006, whose purpose is the swap of industrial and forest assets between these two companies. In accordance with the mentioned agreement, VCP will transfer to International Paper the pulp and paper production unit located in the municipality of Luiz Antonio (state of São Paulo) as well as the forest base of this unit. International Paper, on the other hand, will transfer to VCP the assets of a pulp plant under construction, with all the corresponding rights, in the amount of US$ 1.150 billion (equivalent to R$ 2,458,700), as well as land and planted forests, located on the outskirts of Três Lagoas (state of Mato Grosso do Sul). This plant is expected to become operational in January 2009 and will have capacity of 1.1 million tons per annum. In the consolidated financial statements, the notional amounts of the transactions involving derivative financial instruments are R$ 1,723,788 (2005 – R$ 1,266,583) for swap transactions, R$ 74,860 (2005 – R$ 13,198,381) for futures transactions and R$ 934,938 (2005 – R$ 800,267) for options transactions. 110 111 SOCIAL INDICATORS ANNUAL REPORT 2006 I VOTORANTIM GROUP IBASE 2006 1 – Basis of Calculation 2006 Value (in thousand reais) 2005 Value (in thousand reais) 28,977,896 23,675,920* Operating result (OR) 6,184,781 3,613,174 Gross payroll (GPR) 1,819,472 1,463,924 Net income (N) 2006 % of GP 91,013 5.00% 0.31% 486,110 26.72% Private Pension Plan 23,136 Health Occupational safety and health Food Obligatory social charges Education Culture Professional training and development Day care or stipend for day care Profit sharing Others Total – Internal social indicators % of NR Value (thousand) % of NR 75,931 5.19% 0.40% 1.68% 421,400 28.79% 2.22% 1.27% 0.08% 20,518 1.40% 0.11% 89,505 4.92% 0.31% 73,366 5.01% 0.39% 24,085 1.32% 0.08% 17,897 1.22% 0.09% 3,361 0.18% 0.01% 4,056 0.28% 0.02% 278 0.02% 0.00% 180 0.01% 0.00% 16,827 0.92% 0.06% 18,090 1.24% 0.10% 1,306 0.07% 0.00% 804 0.05% 0.00% 114,815 6.31% 0.40% 77,508 5.29% 0.41% 64,156 3.53% 0.22% 52,009 3.55% 0.27% 914,592 50.27% 3.16% 761,758 52.04% 4.01% % of OI % of OI % of NR Education 14,991 0.24% 0.05% 13,310 0.37% 0.07% Culture 12,502 0.20% 5,032 0.08% 0.04% 11,683 0.32% 0.06% 0.02% 3,677 0.10% 0.02% 145 0.00% 0.00% 230 0.01% 0.00% 79 0.00% 0.00% 105 0.00% 0.00% 4,617 0.07% 0.02% 4,965 0.14% 0.03% Total contributed to society 37,366 0.60% 0.13% 33,969 0.94% 0.18% Taxes (except payroll taxes) 6,064,626 98.06% 20.93% 3,157,056 87.38% 16.63% Total – External social indicators 6,101,992 98.66% 21.06% 3,191,025 88.32% 16.81% Health and sanitation Sport Hunger relief and food security Others % of NR Value (thousand) 2005 31.514 30.572 Nº of employees hired in the period 6.121 6.383 Nº of outsourced employees 13.562 13.869 Nº of trainees Nº of women working at the Company % of GP Value (thousand) 3 - External Social Indicators 2006 Nº of employees at year end Nº of employees over 45 2005 Value (thousand) 2 – Internal Social Indicators 5 - Employee composition indicators % of management positions occupied by women 711 555 4.757 4.579 4.824 4.124 13,00% 11,00% Nº of black employees working at the Company 5.565 6.064 % of management positions occupied by blacks 5,00% 8,00% 534 525 2006 Targets for 2007 ND ND Nº of employees with disabilities 6 - Relevant information regarding the exercise of corporate citizenship Ratio between highest and lowest compensation in the Company Total number of work accidents The Company’s social and environmental projects were defined by: 1.281 ( x ) Top-level ( ) Top-level executives and midexecutives level management ( x ) Top-level The Company’s safety and cleanliness standards executives and midin the workplace were established by: level management ( ) all employees Investments related to the Company’s production/operation Investments in external programs and/or projects Total invested in the environment As to the establishment of yearly targets to minimize waste, consumption in general relating to production/operation and as to increasing efficiency in the use of natural resources, the Company 112 Value (thousand) % of OI 217,912 3.52% % of NR Value (thousand) 0.75% 199,029 % of OI % of NR 5.51% 1.05% 6,879 0.11% 0.02% 12,891 0.36% 0.07% 224,791 3.63% 0.78% 211,920 5.87% 1.12% ( x ) does not establish targets ( ) attains 0 to 50% of targets ( ) attains 51 to 75% of targets ( ) attains 76 to 100% of targets * 2005 amount reclassified due to changes in the criteria to estimate net revenues. ( x ) does not establish targets ( ) attains 0 to 50% of targets ( ) attains 51 to 75% of targets ( ) attains 76 to 100% of targets ( ) all employees ( x ) Top-level ( ) all + Cipa executives and midlevel management ( ) all employees ( ) all employees ( ) all + Cipa ( ) will follow ILO rules ( ) will encourage and follows ILO rules Concerning freedom of association of trade unions, the right to collective bargaining and employee representation in unions, the Company: ( x ) does not interfere The Company’s pension plan covers: ( ) Top-level ( ) Top-level executives and midexecutives level management ( x ) all employees ( ) Top-level ( ) Top-level executives and midexecutives level management ( x ) all employees The profit-sharing program covers: ( ) Top-level ( ) Top-level executives and midexecutives level management ( x ) all employees ( ) Top-level ( ) Top-level executives and midexecutives level management ( x ) all employees When selecting suppliers, the ethical, environmental and social responsibility standards adopted by the Company: ( ) are not taken into consideration ( x ) are suggested ( ) are required ( ) will not be taken into consideration ( ) does not get involved ( x ) supports ( ) organizes and encourages ( ) will not get involved ( x ) will support ( ) will organize and support Total number of consumer complaints and criticism: with the company 44.857 with Procon 9 taken to Court with the company 37 ND with Procon ND taken to Court ND % of complaints solved or responded to: with the company 98% with Procon 100% taken to Court with the company 35% ND with Procon ND taken to Court ND As to employee volunteer work, the Company: ( ) follows ILO ( ) encourages and rules follows ILO rules Total added value to be distributed (in thousand of reais): In 2006: 16,291,243 4 – Environmental Indicators ND ( x ) Top-level ( ) Top-level executives and midexecutives level management 37.23% government 8.29% shareholders Distribution of added value: ( x ) will not interfere ( x ) will be ( ) will be required suggested In 2005: 10,442,937 30.2% government 8% shareholders 11.17% employees 16.3% employees 22.64% third parties 25.7% third parties 20.68% retained earnings 19.7% retained earnings 113 ANNUAL REPORT 2006 I VOTORANTIM GROUP CORPORATE INFORMATION Hejoassu Administração S.A. Votorantim Participações S.A. Votorantim Finanças S.A. (Votorantim Finance) Directors of Votorantim Business Units Board of Directors Board of Directors President: Ademir de Araújo José Geraldo dos Santos Antonio Joaquim Ferreira Custódio José Maria de Arruda Mendes Filho José Ermírio de Moraes Neto Chairman: Antônio Ermírio de Moraes Chairman: Carlos Ermírio de Moraes Executives responsible for the Business Unit Antonio Sergio Monteiro da Fonseca Luis Carlos Loureiro Filho Vice Chairman: Ermírio Pereira de Moraes Vice Chairman: José Ermírio de Moraes Neto Banco Votorantim:Marcus Olyntho de Camargo Arruda Arnaldo Dias Andrade Luiz Alberto Chaves Board Members: Carlos Ermírio de Moraes Board Members: Carlos Eduardo Moraes Scripilliti Milton Roberto Pereira Candido Shigueyuqui Hotta Luiz Alberto Castro Santos Clovis Ermírio de Moraes Scripilliti Cláudio Ermírio de Moraes Carlos Augusto Parisi Luiz Osório Gomes Lima Fabio Ermírio de Moraes Clovis Ermírio de Moraes Scripilliti Carlos Mazzaro Marcelo Chamma José Ermírio de Moraes Neto Fabio Ermírio de Moraes Carlos Roberto Paiva Monteiro Marcelo Martins José Roberto Ermírio de Moraes José Roberto Ermírio de Moraes Celso Martini Marco Fabio Coghi Luis Ermírio de Moraes Cláudio Ermírio de Moraes Cláudio Pavanello Marcelo Strufaldi Castelli Clovis Ermírio de Moraes Scripilliti Chester Allen Rook Mario Luiz Franceschi Fontoura Maria Helena Moraes Scripilliti Wilson Masao Kuzuhara Votorantim Novos Negócios Ltda. (Votorantim New Business) Family Board Director of Legal José Ermírio de Moraes Neto Daniel Fritz Miguel de Carvalho Dias Consulting:Marcus Olyntho de Camargo Arruda Luis Ermírio de Moraes Eduardo Cavalcanti Maciel Milton Flávio de Moura Edvaldo Araújo Rabelo Naldilei Zumpano Erik Madsen Nelson Teixeira Fabio Filippos Olair Adalberto Martins Fabio Krzyzanowski Paulo Henrique de Ataíde Felipe Lima Paulo Oliveira Motta Junior Fernando Antonio Barros Capra Paulo Prignolato Fernando de Castro Reinach Paulo Roberto Pisauro Flavio Marassi Donatelli Renato C. Brito de Moura Director of Auditing: Nelson Shimada Chairman: Clovis Ermírio de Moraes Scripilliti Board Members: Ana Helena de Moraes Vicintin Ana Paula de Moraes Rizkallah Votorantim Investimentos Industriais S.A. Antonio Ermírio de Moraes Filho (Votorantim Industrials Investments) Carlos Eduardo Moraes Scripilliti José Ermírio de Moraes Neto Executive responsible for the Business Unit New Business: President: José Roberto Ermírio de Moraes Marcos Ermírio de Moraes Vice Presidents: Cláudio Ermírio de Moraes Maria Regina Ermírio de Moraes Waib Fabio Ermírio de Moraes Neide Helena de Moraes Regina Helena Scripilliti Velloso Rubens Ermírio de Moraes 114 Paulo Henrique de Oliveira Santos Executives responsible for the Business Units Francisco Fernandes Campos Valério Richard Olsen Companhia Brasileira Managing Director: Raul Calfat Corporate Officers: Institute Board Votorantim de Alumínio: Antônio Ermírio de Moraes Fred Fernandes Romeu E. Cavalcanti Pessoa Filho Votorantim Cement: Walter Schalka Haroldo Fleischfresser Rômulo Fabri Miranda Votorantim Metals: João Bosco Silva Jan Ihden Sergio Almeida Jones Belther Valdecir Aparecido Botassini Valdir Roque Albano Chagas Vieira Votorantim Pulp and Alexandre D’Ambrosio Paper: José Luciano Duarte Penido Jorge Alejandro Wagner Álvaro Luis Veloso Votorantim Energy: Otávio Carneiro de Rezende José Eduardo Felgueiras Nicolau Chairman: José Ermírio de Moraes Neto Vice Chairman: Antonio Ermírio de Moraes Filho Fabio Faria Votorantim Chemicals Institute Director: Célia Maria Christofolini Picon Gilberto Lara Nogueira and Agribusiness: Mário Bavaresco Júnior Luis Schiriak 115 ANNUAL REPORT 2006 I VOTORANTIM GROUP ADDRESSES OF COMPANIES OF THE VOTORANTIM GROUP IN BRAZIL ADDRESS OF COMPANIES OF THE VOTORANTIM GROUP ABROAD Votorantim Participações S/A Citrovita Agroindustrial Ltda. Votorantim Novos Negócios St. Marys Cement Incorporated Votorantim International North America Votorantim Metais Peru Rua Amauri, 255 Edifício Berrini 500 (Votorantim New Business) 55 Industrial Street 111 Continental Drive – Suite 309 Carretera Central - Km 9,5 - Desvio 01448-000 – São Paulo – SP Praça Professor José Lannes, 40 – 16º andar Rua Jerônimo da Veiga, 384 – 12º andar Toronto – ON – M4G 3W9 Newark, Delaware 19713 a Huachipa Tel.: 55 11 3704-3300 04571-100 – São Paulo – SP 04536-001 – São Paulo - SP Canada USA Cajamarquilla - Lima 15 Fax: 55 11 3167-1550 Tel.: 55 11 5501-5150 Tel.: 55 11 3077-5050 Tel.: 1 416 423-1300 Tel.: 1- 302-454-8300 PO Box 430015 - Lima 43 Fax: 55 11 5501-5160 Fax: 55 11 3077-5051 Fax: 1 416 423-0889 Fax: 1- 302-454-8309 Peru Tel.: 511 317-2200 Votorantim Cimentos Ltda. (Votorantim Cement) Votorantim Química Votorantim Internacional Brasil Ltda. Trinity Materials, LLC VCP - USA Edifício Berrini 500 (Votorantim Chemicals) (Votorantim International) 100 West Bay Street Inner Harbor Center Votorantim Metais Colômbia Praça Professor José Lannes, 40 – 9º andar Av. Dr. José Arthur Nova, 951 Edifício Berrini, 500 Suite 700 400 E. Pratt St. Suite 410 Acerías Paz del Río 04571-100 – São Paulo – SP 08090-000 – São Paulo – SP Praça Professor José Lannes, 40 – 7º andar Jacksonville, FL 32202 Baltimore, Maryland 21202 Carrera 8a nº 13 31 P8 Tel.: 55 11 2162-0600 Tel.: 55 11 2246-3100 04571-100 – São Paulo – SP USA USA Bogotá Fax: 55 11 2162-0630 Fax: 55 11 2246-3376 Tel.: 55 11 5501-5066 Fax: 55 11 5501-5077 Colombia Votorantim International Europe GMBH VCP - BELGIUM Tel.: (57 1) 382-1730 Ballindamm 37 Koningin Astridplein 5 Fax: (57 1) 382-1776 Votorantim Metais (Votorantim Metals) Votorantim Energia Ltda. Praça Ramos de Azevedo, 254 – 6º andar (Votorantim Energy) Instituto Votorantim 20095 Hamburg B 2018 Antwerp 01037-912 – São Paulo – SP Praça Ramos de Azevedo, 254 – 5º andar (Votorantim Institute) Germany Belgium Tel.: 55 11 2159-3100 01037-912 – São Paulo – SP Rua Amauri, 286 – 1º andar Tel.: 49-40-899-7800 Fax: 55 11 2159-3628 Tel.: 55 11 2159-3200 01448-000 – São Paulo – SP Fax: 49-40-899-7808 Fax: 55 11 2159-3624 Tel.: 55 11 3704-3334 Fax: 55 11 3167-6677 Companhia Brasileira de Alumínio Banco Votorantim Securities Inc. 909 Third Avenue VCP - CHINA Fifth Floor, Suite 520 1515, Nanjing West Road, Room 1606 New York, NY 10022 Suwannee American Cement 200040 Shanghai USA China Tel.: +1 (646) 495-3205 Praça Ramos de Azevedo, 254 Banco Votorantim S/A 5117 US Highway 27 01037-912 – São Paulo – SP Av. Roque Petroni Jr., 999 – 16º andar Brandford, Florida 32008 Tel.: 55 11 3224-7000 04707-910 – São Paulo – SP USA VCP - SWITZERLAND Fax: 55 11 3224-7143 Tel.: 55 11 5185-1700 Tel.: 1- 386-935-0966 Baarerstrasse 8, 4th floor Banco Votorantim Representative Fax: 55 11 5185-1900 Fax: 1- 386-935-1155 6300 Zug Office Switzerland 1 Cornhill Votorantim Celulose e Papel S/A Fax: +1 (646) 495-3207 London EC3V3ND (Votorantim Pulp and Paper) Votorantrade N.V. Singapore Branch Alameda Santos, 1.357 360 Orchard Road Votorantim International Europe N.V. England 01419-908 – São Paulo – SP Shaw House # 19-06 Kaai 1223 Tel.: + 44 (0) 20 7743-6545 Tel.: 55 11 2138-4000 Singapore 238868 Hazopweg 6 Fax: + 44 (0) 20 7743-6546 Fax: 55 11 2138-4065 Tel.: 0065 6733 5441 Kallo, 9130 – Beveren Fax: 0065 6733 5443 Belgium Tel.: 32 3 570 9867 Fax: 32 3 570 9860 116 117 ANNUAL REPORT 2006 I VOTORANTIM GROUP CREDITS General Coordination: Malu Weber – Corporate Communications Manager – Votorantim Group Financial Information: Luis Felipe Schiriak – Corporate Financial Officer Carlos Cavalcante Guimarães – Controller Álvaro Luis Veloso – Corporate Director of Strategic Planning Sérgio Santos – Corporate Manager of Strategic Planning Social Balance Sheet Information: SIS (System of Sustainability Indicators) Improvement Committee Contributors to elaboration and approval of the Report from the Business Units: Communication Committee of the Votorantim Group Drafting and editing of text: CorpBrasil Comunicação Corporativa - www.corpbrasil.com.br Photography: Adriano Gambarini Howie Wright (page 27) Translation: Eliza Gibbons Hispania Línguas Latinas Printed on Lumimax Matte 150 g/m2 and Print Max 120 g/m2 coated paper (Financial Statements) of Votorantim Pulp and Paper (VCP) Paper manufactured from wood harvested from planted eucalyptus forests. Preserving the environment in harmony with society. Votorantim Group: Award for Best Corporate Communication 2006 awarded by Aberje – Brazilian Association of Corporate Communication – São Paulo Chapter. 118