Focus Leadership Strength
Transcription
Focus Leadership Strength
Focus Leadership Strength 2004 ANNUAL REPORT || CONTENTS ALFA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ALFA’s Groups . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Financial Highlights . . . . . . . . . . . . . . . . . . . . . 4 Letter to Shareholders . . . . . . . . . . . . . . . . . . . 5 The Evolution of ALFA. . . . . . . . . . . . . . . . . . . 10 Focus, Leadership, Strength Operating Review Alpek . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Sigma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Versax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Onexa. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Hylsamex . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Environmental Report . . . . . . . . . . . . . . . . . . 20 Board of Directors . . . . . . . . . . . . . . . . . . . . . 22 Corporate Governance . . . . . . . . . . . . . . . . . . 24 Executive Committee . . . . . . . . . . . . . . . . . . . 25 Financial Statements . . . . . . . . . . . . . . . . . . . 26 Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 THE COMPANY ALFA is a Mexican company comprised of five businesses groups: Alpek (petrochemical products), Sigma (refrigerated foods), Versax (aluminum auto parts and other businesses), Hylsamex(1) (steel) and Onexa (telecommunications). || In 2004, the company generated revenues of Ps. 58,809 million (US$ 5,069 million), including foreign sales of US$ 2,213 million. At year end, assets totaled Ps. 90,412 million (US$ 8,026 million). || ALFA has production facilities in Mexico, the United States, Canada, Germany, Slovakia, Costa Rica, the Dominican Republic, El Salvador and the Czech Republic. In addition, the company exports its products to more than 45 countries. || ALFA has developed associations and strategic alliances with 19 companies of Argentina, Brazil, England, France, Germany, Japan, Mexico, the United States and Venezuela, each leaders in their respective industries. || ALFA shares are quoted on the Mexican Stock Exchange (BMV) and on the Latibex market of the Madrid Stock Exchange. (1) Hylsamex is being spun off. As a result, it is being treated as Discontinued Operations, and its financial results are not fully consolidated into ALFA’s. Note: In this annual report, monetary figures are expressed in Mexican pesos (Ps.) as of December 2004 and/or U.S. dollars (US$), unless otherwise specified. Conversions were made using the average exchange rate of the month in which the revenues or disbursements were transacted. Comparisons in pesos are in real terms, that is, discounting inflation. Alfa Strong financial results in 2004 validate || The business portfolio has been trans- ALFA has a more international profile now, the strategy ALFA has executed in the formed: it is now stronger, more bal- with operations in nine countries from past few years, of focusing on business- anced and less subject to volatility from America and Europe. es with the greatest potential for growth industry cycles. and profitability. The steps the company has taken in recent || The key businesses have attained a ALFA will continue developing investment solid competitive position in their rel- projects for growth and value creation, evant markets. based on the three characteristics that years have created a new ALFA, a company || They have increased their contribution ready to capitalize on opportunities that to consolidated results: in 2004, 67% each of its key businesses has identified. of EBITDA was generated by the PTA/ distinguish each of the company’s businesses: focus, leadership and strength. PET, foods and auto parts businesses, compared to 58% in 2000. || The company’s financial condition has been strengthened: in 2004, interest coverage was 7.5 times, and debt, net of cash to EBITDA, was 1.7 times. || Financial results in 2004 were the best in the company’s history. 1 Alfa’s Groups ALPEK COMPANIES PRODUCTS Petrotemex •Petrocel •TEMEX PTA/DMT DMT PTA DAK Americas •Dak Monomers •Dak Resins •Dak Fibers Indelpro Polioles Teijin–Akra* PTA PET Polyester staple Polypropylene Expandable polystyrene Glycol, solvents & uretanes Textile nylon Textile nylon Polyester staple Lycra® Nylon 6,6 Caprolactam & ammonium sulphate Polyester filament Sigma Alimentos Processed meats Nylon de México Nyltek Polykrón Fielmex Dupek Univex SIGMA Yogurt, desserts and creams Cheese Prepared meals, beverages VERSAX Nemak Terza Colombin Bel Aluminum engine heads & blocks Carpets & rugs Polyurethane foam, bonding ONEXA Alestra* Voice & data transmission Internet HYLSAMEX Galvak Galvanized & painted steel sheet Insulated panels Construction systems Pipe & angles Hot & cold rolled steel Rebar & wire rod, pipe Steel technology Steel service center Iron ore Hylsa Acerex Las Encinas Cons. Minero B. Juárez Peña Colorada Sidor* Iron ore Steel * Associated company PRODUCTION FACILITIES < Canada < United States Mexico > < Dominican Republic El Salvador > Costa Rica > 2 MARKETS MAIN BRANDS JV’s & ALLIANCES Polyester, containers Polyester, containers Polyester, containers BP (9%) Polyester Containers Textiles, carpets Packaging, fibers Construction, packaging, insulating Textiles & garments Textiles & garments Textiles & carpets Textiles Textiles Raw material for nylon Fertilizers Textiles & garments Laser+® Dacron®, Hydrotec® Profax®, Valtec® Basell (49%) BASF (49%) DuPont (49%) DuPont (49%) DuPont (49%) DuPont (49%) Dacron® Lycra® DuPont (49%) Teijin (75%) Refrigerated food Fud®, San Rafael®, Tangamanga®, Iberomex® San Antonio®, Chimex®, Viva®, Galicia®, Zar® Checo®, Vitta®, Sosúa®, Oscar Mayer® Yoplait®, Chen®, La Lupita®, Norteñita®, Chalet® La Villita®, Del Prado®, Bugambilia® Nor-Mex®, Colonos®, Norteño®, Camelia® El Cazo Mexicano®, Sugerencias del Chef®, Café Olé®, Quick & Fresh®, Chepina Peralta® Solé®, Menú del Sol®, Kid Cuisine®, Banquet® Oscar Mayer Sodima Internacional Chen ConAgra (49%) Automotive Nemak® Ford (15%) Floor coverings Automotive, furnishing, shoes Terza®, Luxor® y Mohawk® Shaw Industries (49%) Telecommunications AT&T® BBVA-Bancomer AT&T Construction Industrial Automotive Galvakolor® Galvaneal® Galvateja® Galvamet® Industrial AK Steel HYL® Ferrostaal Worthington (49%) Construction Steel Steel Construction, Industrial Usiminas, Sivensa, Siderar, Tenaris GROUP’S CONTRIBUTION 2004 < Germany < Czech Republic || REVENUES || ASSETS || EBITDA Versax 22% Versax 24% Versax 22% < Slovakia Alpek 54% Sigma 24% Alpek 49% Alpek 55% Sigma 21% Sigma 29% 3 Financial Highlights MILLIONS OF PS. 2004 US$ MILLIONS(4) 2003 % Change 2004 2003 % Change 58,809 49,217 19 5,069 4,242 19 Operating Income 5,267 4,917 7 453 424 7 Result of Discontinued Operations(1) 6,235 -860 825 540 -72 851 Net Majority Income 4,350 1,030 322 375 90 317 7.49 1.77 326 0.65 0.16 317 7,441 6,994 6 641 603 6 Total Assets of Continued Operations 56,313 53,379 5 4,999 4,516 11 Total Assets of Discontinued Operations 34,099 31,422 9 3,027 2,659 14 Total Liabilities of Continued Operations 34,753 33,502 4 3,085 2,835 9 Total Liabilities of Discontinued Operations 15,545 20,374 -24 1,380 1,724 -20 Stockholders’ Equity 40,114 30,925 30 3,561 2,616 36 Majority Interest 24,534 24,963 -2 2,178 2,112 3 42.26 43.00 -2 3.75 3.64 3 || Income Statement Net Sales Net Majority Income per Share(2) (Pesos and US Dollars) EBITDA || Balance Sheet Book Value per Share(3) (Pesos and US Dollars) 4 (1) (2) (3) (4) Hylsamex results are presented in this line. Based on the weighted average number of outstanding shares: 581 million in both years. Based on the number of outstanding shares: 581 million in both years. Due to the dollarization of its revenue, which is estimated to be higher than 75%, and due to the holding of shares by foreign investors, ALFA provides equivalent US dollar amounts for some of its financial data. Letter to Shareholders Dear Shareholders: ALFA’s financial results confirm the strategy it has been following is the right one: to focus investments in those of its businesses with the greatest potential for growth and profitability, reinforce the competitive position of each one of them, and improve the financial condition. In 2004, the first step was taken to spin off Hylsamex, a process that will create value by reconfiguring ALFA’s business portfolio to be less dependent on industrial cycles. In addition, Alpek developed investment projects which lay the foundation for its future growth, Sigma completed a transaction to achieve a solid position in the Mexican cheese market, and expanded its presence in the Caribbean with an acquisition in the Dominican Republic. In January 2005, Nemak concluded the acquisition of a German aluminum auto parts maker, reinforcing its presence in the European market. In recent years, tough decisions were made to tackle important problems created mainly by the difficult business environment. This is especially true for the steel subsidiary, which faced the worst crisis in more than fifty years. These problems have been overcome, which allow management to direct actions now to the most relevant goal of creating more value for the shareholders. MACROECONOMIC ENVIRONMENT: The macroeconomic environment was more favorable for ALFA in 2004 than it had been in 2003. Economic performance improved globally, as well as in Mexico and the United States, where ALFA has the majority of its operations. Mexico’s GDP grew 4.4%, an increase over last year’s 1.3%. Manufacturing activity increased 3.8%, strongly pushing demand for ALFA’s products. The year 2004 has been the best in ALFA’s history, as EBITDA and financial condition reached record levels. Furthermore, the business portfolio changed and the subsidiary companies enjoyed an excellent competitive position. Dionisio Garza Medina Chairman of the Board of Directors and Chief Executive Officer 5 || LETTER TO SHAREHOLDERS Inflation in Mexico increased to 5.2%, compared to the 4% rate in the previous year. This increase was the result of a combination of factors, such as lower production of certain agricultural goods, as well as the high price of energy supplied by state-owned companies in Mexico. In conjunction with higher inflation, interest rates rose, averaging 7.1% in 2004, compared to 6.8% of the previous year. High energy prices continued to limit the competitiveness of Mexican companies. Natural gas and electricity prices in Mexico are significantly higher than in other countries, even those without sufficient natural resources to produce them domestically. OPERATIONS: The aforementioned increase in manufacturing activity led to a 7% rise in ALFA’s sales volume, comprised of petrochemicals, foods and auto parts. Average sales prices for ALFA’s products increased 13% in 2004. In most cases, however, increases reflected higher raw material costs and as such, had no real impact on operating margins. Some raw material costs increased significantly. In petrochemicals, for example, volatility in oil prices increased the cost of certain derivatives such as paraxylene and benzene. Raw materials costs for Sigma’s products also increased markedly, particularly chicken and turkey. In addition, the price for aluminum, a raw material for Nemak, rose substantially, but in this particular case, the company had 6 the ability to pass on the increase directly to the customer. To respond to these cost pressures, the ALFA companies implemented diverse strategies. Product pricing was revised to the extent that the market and client contracts would allow. Productivity and efficiency were also increased by lowering consumption of some raw materials and secondary materials. Additionally, the company invested in new equipment that consumes less energy or allows for the use of lower cost fuel alternatives. ALFA continued to promote its businesses outside Mexico. As a result, 2004 foreign sales totaled US$ 2,213 million, 19% more than 2003. Important progress was made in centralizing administrative processes in an effort to increase efficiency and reduce administrative expenses. This project was implemented throughout the year, reducing expenses for IT, billing and collections, which are now handled on a centralized basis for all participating ALFA companies. FINANCES: Overall, ALFA’s results were very satisfactory. Revenues rose to Ps. 58,809 million (US$ 5,069 million), 19% over 2003. This increase is the result of higher sales volume and price increases that were implemented to offset higher raw material costs. Operating income was Ps. 5,267 million (US$ 453 million), 7% over 2003, due to the aforementioned increase in raw material and energy costs, which partially absorbed the benefit of higher revenues. The business portfolio has changed and the companies now enjoy a solid competitive position and healthy finances. EBITDA rose to Ps. 7,441 million (US$ 641 million), 6% higher than the previous year. This is largest amount recorded in ALFA’s history, on a comparable basis. || EBITDA/ MAIN BUSINESSES* ��� ��� ��� ��� ��� US$ Millions �� �� �� �� �� *PTA/PET, Food, Autoparts || Consolidated Net Debt ����� ����� ����� ����� ����� US$ Millions �� �� �� �� �� The integral cost of financing (ICF) was a negative Ps. 318 million, which compares favorably with 2003, when exchange losses were higher. Net financial expenses were slightly lower. ALFA’s net majority income rose to Ps. 4,350 million, or Ps. 7.49 pesos per share, far above the Ps. 1,030 million and Ps. 1.77 per share achieved in 2003. In addition to positive financial results for ongoing operations, the Hylsamex subsidiary, currently in the process of being spun off, reported strong profits that were registered on the “Discontinued Operations” line. As well, ALFA reported an important net profit for its participation in nonconsolidated affiliated companies Alestra, Teijin-Akra and Sidor. On the other hand, the application of accounting principle C-15 “Impairment of Long-lived Assets and their Disposal” began in 2004. This principle is similar to Bulletin IAS 36 issued by the International Accounting Standards Board. Its application resulted in an accounting charge of Ps. 1,274 million, although it was a non-cash entry with no impact on EBITDA. Capital expenditures in the year totaled US$ 221 million. These resources were invested in expansion projects in expandable polystyrene, processed foods, aluminum auto parts and others. ALFA also invested in acquisitions and other strategic operations at Sigma, as well as upgrading its distribution network. EBITDA less capital expenditures and other disbursements resulted in excess cash of US$ 148 million, which was used to reduce ALFA’s net consolidated debt. At year-end 2004, ALFA’s net debt totaled US$ 1,101 million, 12% less than in 2003. ALFA’s financial condition remained very solid. The frequently-used financial ratios of interest coverage and debt, net of cash to EBITDA registered levels of 7.5 and 1.7 times, respectively, better than the 6.9 and 2.1 times reported in 2003. STRATEGY: To better understand ALFA’s strategy during 2004, some background is required. In mid-2000, ALFA decided to focus on its businesses with the best prospects for growth and profitability. Simultaneously, it would reduce its exposure to other businesses, particularly those most affected by industrial cycles. The period from mid-2000 to 2002 was especially difficult. Because of prevailing conditions in the industry, it was necessary to recapitalize and restructure the debt of Hylsamex, ALFA’s steel subsidiary. ALFA supported this, helping the company to solve its problems and recover financial viability. At the same time, ALFA carefully developed its main businesses, taking advantage of investment and acquisi7 || LETTER TO SHAREHOLDERS tion opportunities that allowed these businesses to reach or consolidate market leadership positions. Such is the case of the PTA/PET business, where Alpek became the second most important player in the NAFTA region. Likewise, Sigma consolidated its position in Mexico, not just in processed meats but also in cheese. Sigma also expanded into Central America and the Caribbean, and even more importantly, in the U.S. Hispanic market. Furthermore, Nemak became a global player in the auto parts industry, with plants in the Americas and Europe. In 2004, the company made important progress in its business strategy. For example, Alpek launched two investment projects to facilitate future growth. The first, in expandable polystyrene production, was the expansion of the Altamira, Tamaulipas plant from 60,000 to 150,000 tons per year, which will begin operations in the second quarter of 2005. The other project is the construction of a second polypropylene plant, also in Altamira, which will increase installed capacity from 220,000 tons per year to 570,000 tons. The new plant is scheduled to start up operations near year-end 2006. Sigma associated with Grupo Chen to achieve a strong position in Mexico’s cheese market. It also acquired a processed meat and dairy company in the Dominican Republic, and now has five companies operating in Central America and the Caribbean, advancing its objective of replicating its successful Mexican business model. Lastly, Sigma reached an agreement with the New Zealand-based compa8 ny Fonterra, to acquire its cheese operations in Mexico. This transaction is subject to approval from the Federal Trade Commission, and is still under review as of the date of this report. Sigma continued expanding its presence in the U.S. Hispanic market, an effort with significant importance because of its enormous potential. The process of introducing Sigma’s Mexican products to this market has had very favorable results. In little less than two years, over 1,300 stores in selected U.S. cities now carry Sigma’s products. Nemak continued to increase its production capacity in both Mexico and Canada in response to contract commitments signed in recent years. It continued to grow, albeit at a slower pace, leveraging its technological and cost advantages over the competition. In addition, in early 2005, Nemak completed the acquisition of Rautenbach, a German company that is well known for its advanced technology for the production of aluminum cylinder heads and other high-tech aluminum components. This transaction allows Nemak to expand its presence in the European market, since Rautenbach is an important supplier to automakers such as Audi, BMW and Porsche. Also, the acquisition permits Nemak to strengthen its technology leadership. ALFA is now in a much more favorable position to take advantage of business opportunities. As such, in the coming years the company will continue investing in its most important businesses, developing projects ALFA has a strong international presence, with operations in nine countries and exports to more than 45. that will allow it to continue to grow and generate value. The strong competitive and financial conditions of the ALFA companies allow them to keep on growing and generating value. Each of ALFA’s main companies has interesting projects in the planning. At Alpek, a decision could be made in 2005 regarding the construction of a new PTA plant in Altamira, as well as the conversion of polyester production facilities to PET in the U.S. Sigma expects continued growth in the Mexican market in both its traditional businesses and through the launch of new value-added food products. The company will press forward with greater determination to introduce its products to the U.S. Hispanic market. Lastly, Nemak will continue investing in its plants based on capacity requirements, and will consolidate its recent acquisition in Germany. OUTLOOK: Analysts have a favorable outlook for the Mexican and U.S. economies. Indications are that both countries will register solid economic growth in 2005, which will increase consumer spending and benefit companies like ALFA that market their products in both countries. sions at Sigma and Nemak, and energy conservation projects. ALFA’s financial position allows it to develop these investments with confidence. As such, ALFA foresees a bright future in the coming years, based on three fundamental characteristics: a focus on businesses with great potential, market leadership and financial strength. On behalf of the Board of Directors, I appreciate the confidence placed in us by shareholders, clients, suppliers, financial institutions, and governmental authorities. I especially wish to recognize the employees of all our companies, whose dedication, creativity and professionalism significantly contributed to our year results. San Pedro Garza Garcia, N.L., Mexico, February 1st, 2005 The ALFA companies are developing important initiatives to be more competitive. Whether in the area of energy consumption or use of raw materials, the companies are improving every aspect of their respective operations and consolidating their strong market position. ALFA’s consolidated capital expenditure budget for 2005 totals US$ 285 million, with resources targeted for important petrochemical projects at Alpek, expan- Dionisio Garza Medina Chairman of the Board of Directors and Chief Executive Officer 9 The Evolution of Alfa In the beginning of the 1990s, ALFA was concentrated in basic steel and synthetic fibers, which generated 50% of revenue and 45% of EBITDA (Graph #1). Mexico began the process of liberalizing trade, leading to the landmark event of 1994, the signing of the North American Free Trade Agreement (NAFTA) with the United States and Canada. For many Mexican companies, greater competition in the market presented a serious threat. To compete in this new environment, ALFA invested more than US$ 1 billion to modernize its basic steel business, and gradually refocus it on products with greater added value. The company also reinforced its competitive position in the petrochemical, foods and auto parts industries, which propelled growth. This strategy delivered results: the steel business, which was the most exposed to trade liberalization, performed solidly until 1997, when the crisis in Asia, Russia and Brazil began to impacted all basic industries. ALFA’s non steel businesses, on the other hand, performed well, and eventually the company’s revenues and EBITDA depended less on the steel business and more on the others (Graph #2). ALFA maintained its investment strategy towards the end of the 1990s, seeking to improve the competitive position of its companies in each of their key markets, as well to promote their growth and add value to their products. In addition, the company reinforced its efficiency and productivity programs. Accordingly, Alpek expanded its PTA production capacity in Mexico, Sigma consolidated its leadership in the processed meats market in Mexico, and positioned itself in the dairy industry, and Nemak expanded its presence in the global automotive market for aluminum cylinder heads. In 2000, ALFA was well positioned in the markets where it had presence. However, the modernization of Hylsamex required a significant increase in this subsidiary’s debt. After a promising first semester, steel prices began to collapse, and in 2002 reached their lowest level in more than 50 years. At the same time, the price of natural gas, a key imput, grew disproportionately. This affected the finances of Hylsamex (Graph #3). Graph 1 Graph 2 Graph 3 At beginnings of the 90s, EBITDA came primarily from basic steel and synthetic fibers. EBIDTA generation changed gradually. Steel prices declined which caused a drop in EBITDA. || Consolidated EBITDA 1993 || EBITDA US$ 271 Million US$ Million Steel and fibers performed well until 1997, then declined due to industry cycles, although steel reversed course in 2004. The rest of ALFA: solid growth. In addition to lower prices, demand declined due to the recession, natural gas prices increased, and the peso strengthened. || Hylsamex | EBITDA Basic steel and Fibers Rest of ALFA Growth due to modernization Industry crisis Natural Gas Price �� ��� � ��� � ��� � ��� � ��� 55% ��� Fibers 18% ��� 10 �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� ��������� 27% Rest of ALFA ��� ����������� ����� ����� ����� Basic Steel || ALFA has modified its business strategy to adapt itself to changing market conditions. It has created a more stable portfolio concentrated on businesses with high potential for growth and profitability. The path has not been easy, but the end results are very satisfactory. ALFA today is a more focused company with modern facilities, cutting-edge technology, and presence in nine countries. It is a more competitive company with a strong financial condition that will continue to grow and create value. ALFA reoriented its strategy to focus on those of its businesses with the greatest potential for growth and profitability: PTA, foods and auto parts. In addition, the company decided to reduce its exposure to the steel industry and its level of debt. In accordance with this strategy, in the period of 2001 to 2002, ALFA divested some of its smaller businesses and recapitalized Hylsamex in order to facilitate its financial recovery. At the same time, the company expanded its main businesses via acquisitions and investments. In contrast with the steel business, ALFA’s other businesses, with the exception of synthetic fibers, maintained their solid performance (Graph #4). Thanks to this strategy, permanent improvements in efficiency and productivity, and the strengthening of each of its markets, in 2004 ALFA attained the best financial results of its history, as the PTA/PET, foods and auto parts businesses kept on growing and making profits. In addition, the company took the first step to spin off Hylsamex from its portfolio, a process that should culminate in 2005. This subsidiary also had its best year ever, as a result of the recovery in the global steel industry and the company’s efforts to reduce costs and increase productivity and efficiency. With a healthier financial condition, Hylsamex now has total flexibility to make decisions that will maximize shareholder value (Graph #5 ). Today, ALFA is a more focused company, enjoys a leadership position in its key markets, and has a solid financial condition. It has become a more global company, expanding into international markets (Graph #6). Furthermore, the company has attractive investment projects and the financial capacity to carry them out, ensuring the continued generation of value in coming years. Graph 4 Graph 5 Graph 6 ALFA’s non-steel businesses have performed solidly. EBITDA reached its highest level in Hylsamex history. In 1993, ALFA was concentrated in Mexico. Now it has international presence in nine countries from America and Europe. Recovery is due not only to pricing, as operating improvements, a better sales mix and higher volume contributed as well. Gas prices are still high. Galvak has obtained a 15% CAGR from 1990 to 2004. || NON-STEEL BUSINESSES | EBITDA || Hylsamex | EBITDA || ALFA* | SALES US$ Million US$ Million Galvak Basic steel Natural Gas Price �� ��� ����������� 14% GR CA ��� ��� ��� ��� � ��������� ��� 1993 US$ 1,570 27% 2004 US$ 5,069 44% ��� � ��� ��� � ��� ��� � ��� Foreign sales 11 �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� * Excludes Hylsamex Focus Since 2000, ALFA has executed a highly focused strategy, devoting maximum attention to its PTA/ PET, foods and auto parts businesses, which have great potential for long-term profitable growth. The company has dedicated important resources to strengthen these businesses by investing in Mexico as well as internationally, as their markets extend beyond national borders. As a result, these businesses have increased their market share, expanded their size, and developed new technologies. In a word, they are stronger. > Increased PTA production with the acquisition of a plant in the United States, capturing a good part of the market growth from 2000 to date > Successfully entered the PET business, where the company had no presence in 2000 Production capacity ����� Thousand tons/year ����� PTA PET ����� PTA/PET> Alpek ����� ��� �� Food> Sigma �� �� �� �� �� > Increased production capacity in processed meats > Reached a strong position in Mexico’s cheese market by associating with a key competitor > Entered the Central American and Caribbean markets, as well as the Hispanic market in the U.S. 40% �� Auto Components> Nemak ��� ��� ��� Thousand tons/year ��� Total production volume �� �� �� > Expanded production capacity in Mexico, where it now has five plants > Acquired two plants in Canada and constructed a plant in the Czech Republic > In 2005, acquired a German company with plants in Germany and Slovakia From 2000 to 2004 Nemak expanded 92 % its production capacity Leadership ALFA’s main businesses hold a solid position in their markets, with the leadership position in most cases, or a strong second place. > The largest petrochemicals group in Mexico > The second largest producer of PTA in North America; the only producer in Mexico > The only manufacturer of polypropylene in Mexico > Market leader in Mexico for expandable polystyrene Mexican petrochemical companies Revenue Others 22% Alpek 19% Alpek Idesa 3% Celanese 4% Basf 7% Pemex Petrochemicals 12% Bayer 7% Cydsa 8% DuPont Mex. 10% Girsa 8% > Market leader in Mexico for processed meats, with 49% market share > Strong market position in Mexico for cheese, with 21% > Strong second position in the Mexican market for yogurt, with 24% 49 % Market share in processed meats Mexico Sigma > World leader in the production of aluminum cylinder heads for the automotive industry > Quality leader: the lowest scrap rate in the industry, well below standards Nemak has obtained 75 % of all aluminum engine heads and blocks contracts awarded by the three main OEM's in the USA over the past 7 years Nemak Strength The ALFA companies have developed significant strengths in terms of efficiency, low costs, healthy financials, quality and customer service, creating the basis for continued growth and profitability. > > > > Highly competitive production costs State-of-the-art technology Differentiated products Solid financial condition to support future growth Standout Technology Alpek > The most-recognized brand names in its business in Mexico > The most efficient distribution network of its kind in Mexico > Product innovation > Cutting edge production technology > Solid financial condition 290,000 Sigma clients visited at least once per week > State-of-the-art technology in products and processes > The highest standards of quality > Rapid response to customers insofar as the launch of new products > Competitive cost of production > Global presence to meet client demand in North America and Europe Nemak Nemak Industry average �� Months �� Average time to develop a product prototype Alpek Alpek achieved good results in 2004 despite uncertainty in some of its businesses resulting from high raw material costs. Successful cost reduction efforts, higher productivity and efficiency, and the contribution of business lines such as polypropylene, explained the results. From a strategic point of view, Alpek significantly increased its capacity in expandable polystyrene and initiated an expansion in polypropylene. These projects, as well as others under analysis, constitute the basis of future growth for the company. FINISHED PRODUCTS WAREHOUSE, EPS PLANT Altamira, Tamaulipas, Mexico OPERATIONS: Demand for the company’s products was strong in 2004, allowing plants to operate at high capacity utilization rates. As a result, sales volumes grew 6%. Virtually all product lines registered growth, with plastics and chemicals in particular. pass on significant increases in raw material costs — such as paraxylene and benzene — as well as higher energy costs arising from oil price volatility. In addition, a tighter supply and demand balance in certain lines of business helped increase prices. Each of Alpek’s businesses performed differently during the year as a result of the particular dynamics of their individual markets. The PTA business, the most important for Alpek, registered a 33% increase in domestic sales. This resulted from high raw materials costs passed on to clients, as well as higher sales volume coming from a contract signed with a client during 2003. PET business sales rose 50% in the year on account of expanded capacity at the Cooper River plant in North Carolina, USA, which started up in 2003. The plastic and chemicals business capitalized on important opportunities in the polypropylene export market, with sales increasing by 30%. As for the nylon fibers and Lycra® businesses, demand was affected by high raw material costs. Nevertheless it grew by 8%. FINANCES: The company’s financial results in 2004 improved over 2003. Revenue increased by 24% due to the aforementioned volume increase, a better sales mix, and price increases implemented during the year. At the same time, the average dollar price for Alpek’s products grew 17% in comparison with 2003. This was the result of the company’s efforts to 12 In spite of higher raw material costs in some businesses, operating income grew 19% as a result of cost and expense savings and greater productivity. || FINANCIAL HIGHLIGHTS || REVENUE BREAKDOWN Millions of Ps. 2004 Net Sales US$ Millions 2003 %Change 2004 2003 %Change 31,770 25,634 24 2,738 2,209 Operating Income 2,426 2,042 19 209 176 19 EBITDA 3,615 3,268 11 311 282 10 Debt, Net of cash to EBITDA (times) 2.2 2.8 2.2 2.7 Interest Coverage (times) 6.9 5.4 6.9 5.4 Notes: EBITDA = operating income + depreciation and amortization. Debt, Net of Cash to EBITDA = total debt – cash reserves / EBITDA. Interest Coverage = EBITDA/financial expenses net of interest products on cash reserves. Alpek invested US$ 62 million during the year, in fixed assets at different plants. Investments were primarily targeted towards increasing production capacity and reduce energy consumption. Despite these expenditures, net debt was reduced by 10%, or US$ 75 million, during the year, reflecting the company’s ability to generate free cash flow. As a result, Alpek’s financial condition strengthened. In conjunction with two private companies, one Mexican and the other Canadian, Alpek’s subsidiary, Indelpro announced its participation in the PEMEX-sponsored Phoenix Project. The goal is to build a petrochemical complex in Mexico that, among other things, will produce propylene, a raw material used by Indelpro in its polypropylene business. If realized, this project will lead to the construction of a third polypropylene plant, with 500,000 tons of capacity. A decision on the Phoenix Project will be made in 2005. STRATEGY: Alpek continued to execute its strategy of reinforcing its competitive position, focusing on markets with the greatest potential for growth and profitability, and increasing product differentiation. Alpek is also analyzing projects to expand PTA production capacity in Mexico, through a new plant in Tamaulipas, as well as a new conversion of polyester assets to PET in the U.S. Decisions on both projects could be made in 2005. In 2004, significant progress was made in the construction of a second expandable polystyrene line at the Altamira, Tamaulipas plant. Operations will start up in the second quarter of 2005, adding 90,000 tons per year of capacity. This will make the plant the largest of its kind in North America and the fifth largest in the world. Production will meet growing demand for this product in Mexico and the U.S. OUTLOOK: Alpek’s outlook is favorable, as the economies of Mexico and the U.S. are expected to continue growing, which will be reflected in greater demand for the company’s main products and a likely improvement in margins. EBITDA reflected higher operating income, rising to US$ 311 million, a 10% increase over 2003. In addition, the company began development of the second polypropylene line, which will increase capacity to 570,000 tons per year. This plant will reduce conversion costs by 40% through better utilization of existing facilities. Once operations begin, scheduled for year-end 2006, Alpek will become the lowest cost polypropylene producer in North America. Nylon & raw materials 24 13% Plastics & Chemicals 24% Raw materials for polyester & polyester products 63% REACTOR, POLYPROPYLENE PLANT Altamira, Tamaulipas, Mexico In addition, the company has undertaken multiple efforts in recent years to increase its market presence, enhance productivity and efficiency, and strengthen its finances. As such, Alpek is prepared to fully capitalize on business opportunities already under analysis, which will lay the foundation for the company’s future growth. 13 Sigma In 2004 Sigma extended its trend of improving results each year, achieving gains in revenue and EBITDA despite higher raw material costs. Strategically, the company carried out important actions that enabled it to secure a solid position in the Mexican cheese market and to consolidate its presence in the Caribbean. In addition, Sigma increased its efforts in the attractive U.S. Hispanic market. The dairy business grew 24% in 2004 as a result of the launch of new products and presentations, the company’s efforts to strengthen its brands, and the organic market growth. As in the previous year, the yogurt segment was very dynamic. The company kept on developing an innovative strategy of launching new value-added product lines, such a pro-digestive yogurt under the Yoplus® brand, custards and desserts to expand this product category. The cheese business showed significant growth as a result of a more aggressive promotion and advertising campaign, greater distribution coverage, and the integration of Chen. The acquisition of Sosúa in the Dominican Republic also contributed to growth in this segment. SIGMA CONTINUED TO INNOVATE PRODUCTS AND PRESENTATIONS OPERATIONS Sigma’s sales volume in 2004 reached 488,000 tons, 15% higher than in the previous year. Growth was seen across all the company’s product lines, supported by a larger client base and new product launches. Also, companies acquired during the year contributed to this increase. In the company’s core business — processed meats — sales volume grew 11%. Sigma reaffirmed its market leadership in Mexico reaching a 49% share. Volume growth was the result of better marketing and distribution, and the strength of its brands, primarily Fud®, San Rafael® and Tangamanga®, which allowed Sigma to capitalize on a dynamic market. The acquisition of Sosúa also contributed to the increase in sales volume. 14 FINANCES The company’s financial results reflected the correct execution of its growth strategy and solid operating performance at each of Sigma’s businesses during 2004. Revenues totaled US$ 1,220 million, a 16% increase over the previous year. Growth resulted from higher sales volume, as well as price increases that reflected higher costs. It is important to highlight that some of Sigma’s raw materials suffered significant price increases. In some cases, limited availability at the beginning of the year forced the company to use alternative raw materials at higher cost. Sigma addressed this situation by increasing production efficiencies and reducing costs and expenses. EBITDA amounted to US$ 184 million. Out of that amount, US$ 114 million || FINANCIAL HIGHLIGHTS || REVENUE BREAKDOWN Millions of Ps. 2004 Net Sales US$ Millions 2003 %Change 2004 2003 %Change 14,146 12,190 16 1,220 1,051 16 Operating Income 1,661 1,696 -2 143 146 -2 EBITDA 2,133 2,092 2 184 181 2 Debt, Net of cash to EBITDA (times) Interest Coverage (times) 0.9 0.6 0.9 0.6 10.4 19.0 10.4 19.1 Notes: EBITDA = operating income + depreciation and amortization. Debt, Net of Cash to EBITDA = total debt – cash reserves/EBITDA. Interest Coverage = EBITDA/financial expenses net of interest products on cash reserves. were invested in the year, with resources used to expand production and distribution capacity, improve information systems, and carry out the operations with Chen and Sosúa. Sigma’s financial condition continued to be very strong. STRATEGY The company made important advances towards its goal of becoming the market leader in refrigerated foods in Mexico, Central America, the Caribbean and the US Hispanic market. In accordance with the above, in 2004 Sigma continued to invest in strengthening its brands, particularly cheeses, with La Villita® attaining the most recognized cheese brand in Mexico. Furthermore, the association with Chen enabled Sigma to gain a solid presence in the Mexican cheese market. New product development was also a major focus, including the launch of new lines of yogurt, desserts, soy-based drinks and prepared foods. Of particular note is the launch of the “Chepina Peralta®” line of products, leveraging on the recognition Mrs. Peralta has in the market place in Mexico. Regarding the Central American and Caribbean strategy, the acquisition of Sosúa, allowed Sigma to expand its presence in the Dominican Republic and become one of the most important processed meat and dairy companies in the market. Sigma continued its determined efforts to penetrate the U.S. Hispanic market. Sales in this market grew by more than 100% in the year, and by year-end Sigma’s products were distributed through over 1,300 U.S. stores. Sigma’s strategy is to concentrate its efforts in cities where the Yogurt 9% Others 2% Cheese 22% Processed meats 67% Hispanic presence is the greatest, marketing its products Mexican-style. Sigma continued to expand and modernize its distribution network in order to support product marketing efforts in Mexico and to continue offering superior client service. In 2004, Sigma increased its fleet of refrigerated units to more than 2,900 enabling the company to service more than 290,000 points of sale at least once per week. OUTLOOK The Mexican refrigerated foods industry has performed solidly in recent years and is expected to continue to do so in the future, based on an improved economic situation. As such, Sigma’s outlook is very positive. The company’s business strategy is designed to reinforce the competitive position of its businesses and to capitalize on growth opportunities that may arise in each of its markets. The company will continue growing in the Mexican market, through its traditional businesses as well as launching new value-added products. As well, it will expand outside of Mexico into markets with similar tastes and consumption habits. THE ASSOCIATION WITH CHEN ALLOWED SIGMA TO EXPAND ITS SHARE IN THE MEXICAN CHEESE MARKET Sigma will continue to rely on its solid competitive advantages — market leadership, brand equity, extensive distribution network, and high-tech development of products and processes — in order to continue its trend of profitable and sustained growth. 15 Versax In 2004 Nemak consolidated its global leadership position in the production of high-tech aluminum cylinder heads and engine blocks. In addition, in early 2005 it incorporated a wellknown German company into its operations, reinforcing its presence in the European market and diversifing its client base. Meanwhile Terza, the carpeting business, improved its operating and financial results. NEMAK OPERATIONS: Nemak delivered good results in 2004 despite low growth in its main market, the North American automotive industry. NEMAK CYLINDER HEADS ASSEMBLED AT THE DAIMLER-CHRYSLER ENGINE PLANT Saltillo, Coahuila, Mexico The company continued to benefit from the penetration of aluminum components as a replacement for cast iron. Although light vehicle production in North America remained steady at 15.8 million units, similar to 2003 production levels, aluminum penetration reached 89% in cylinder heads and 45% in engine blocks, as compared to 86% and 38% respectively in 2003. Nemak sold a total of 13.1 million equivalent cylinder heads in 2004, 2% more than in 2003. Contributing to the year’s success was the launch of 10 new programs, five for cylinder heads and five for engine blocks. Some of these replaced existing ones; others represent totally new product launches. In 2004, Nemak supplied 23 automotive plants in eight countries from its five plants in Mexico, two in Canada and one in the Czech Republic. FINANCES: Nemak’s revenue totaled US$ 970 million in 2004, 15% higher than in 2003. This resulted from both higher 16 sales volume and higher average unit prices, which was as much a reflection of a better sales mix as it was the higher cost of aluminum that was passed on to customers. EBITDA for the year reached US$ 132 million, 9% above that of 2003. Capital expenditures in 2004 totaled US$ 47 million, with resources devoted to increasing production capacity to meet demand from new contracts, as well as to improve operating efficiency at the plants. The company’s improved financial position is illustrated by financial ratios such as interest coverage and debt, net of cash to EBITDA, which rose to 6.2 and 2.1 times respectively, compared to 5.7 and 2.5 times respectively in 2003. STRATEGY: Nemak continued to consolidate its leadership position as the preferred supplier to the three main US auto makers. The company obtained seven new cylinder head contracts in the year, representing a total of US$ 180 million in revenue per year. Four of these contracts are for existing programs, while three are new. The acquisition of the German company Rautenbach reinforces Nemak’s presence in the European market as it broadens and diversifies its client base and product lines, including cylinder heads for diesel engines. Rautenbach produces aluminum cylinder heads as well as suspension and chassis parts. Its production plants in Germany and Slovakia currently supply important European auto makers, such as Audi, Volkswagen, Porsche, BMW, Daimler Chrysler, PeugeotCitroen and Ssang Yong from Korea. Onexa Sales in 2004 were approximately US$ 175 million. By merging the newly acquired plants with the existing plant in the Czech Republic, Nemak will be better positioned to actively participate in expected industry growth, which will be driven by Eastern Europe, without neglecting its North American operations. OUTLOOK: Short-term expectations for the North American automotive industry continue to be moderate. Analysts forecast production of approximately 15.9 million vehicles in 2005, slightly above 2004 levels. Additionally, the increasing use of aluminum components is expected to continue, especially in engine blocks. This will allow Nemak to grow at a faster rate than the industry. Nemak plans to launch seven new programs in 2005, four for cylinder heads and three for engine blocks. Nemak’s strategy is to improve its cost structure, product quality and technological edge. In addition, the company will broaden its presence in the European market, and continue to diversify its technologies and processes. TERZA The company capitalized on the benefits of restructuring operations in previous years. In 2004, Terza’s export sales increased by 21%, rug sales for the domestic market by 47%, and laminated flooring by 161%. Alestra, Onexa’s subsidiary in the telecommunications service industry, aggressively promoted its data, Internet and local telephony services in 2004, focusing primarily on the business segment. However, results for the year were impacted by falling prices for international traffic, due to the gradual deregulation of the market and the elimination of the proportional return rule. OPERATIONS: Total long distance traffic on Alestra’s network reached 3,539 million minutes, 1% lower than in 2003. Data, local and Internet service traffic increased more than 40%, reaching 1.6 million equivalent lines in data transmission. The company continued to broaden its service offering with products such as virtual private networks, global data networks for multinational companies and VOIP for businesses. The promotion of these services was reflected in their increase as a percentage of total revenue, rising from 24% in 2003 to 33% in 2004. FINANCES: Alestra’s revenue totaled US$ 420 million in 2004, a 16% decrease from the previous year. Long distance revenue fell 27% due to declining prices for international long distance service. Revenue from data, Internet and local services grew 18%, to US$ 140 million. Administrative and sales expenses were cut by 8%. However, this was not sufficient to prevent a decline in EBITDA to US$ 95 million, 12% less than in the previous year. DATA, LOCAL AND INTERNET SERVICE TRAFFIC THROUGH ALESTRA’S NETWORK INCREASED MORE THAN 40% Alestra registered a net loss of US$ 15 million in 2004. Through the equity method, ALFA recognized a loss of US$ 4 million for its share in Alestra. As a result of last year’s financial restructuring the company’s risk profile was reduced to a reasonable level. The ratio of debt, net of cash, to EBITDA in 2004 was 3.6 times and interest coverage was 2.5 times. STRATEGY AND OUTLOOK In 2004 Alestra moved forward on the integration process with AT&T’s global data network, allowing the company to service multinationals with operations in Mexico. As well, Alestra will intensify its efforts to become a more fully integrated telecommunications service provider and less dependent on traditional long distance services. The company invested US$ 38 million, primarily to provide connectivity to clients and to support the growth of data, local and Internet services. 17 Hylsamex The year 2004 was an extraordinary one for the steel industry in general, and for Hylsamex in particular. The company’s operating and financial performance reached record levels, allowing it to substantially reduce its net debt and thus fulfill a priority objective. The company now enjoys a solid financial condition with the flexibility necessary to strengthen its competitive position and generate value for its shareholders. As announced, ALFA completed the first phase in the process of divesting Hylsamex from its business portfolio. HYLSA’S FLAT STEEL PLANT Monterrey, Nuevo Leon, Mexico OPERATIONS: In 2004, the global steel market experienced growing demand and price levels that were unprecedented for the last 30 years. This was the result of favorable performance by the world’s main economies, China’s sustained consumption of steel, and a relative scarcity of raw materials. These factors allowed the industry to recover financially. The Mexican market reflected international conditions, reinforced by growth in the Mexican economy. Steel demand grew by 6% in the year; production of basic steel grew by 10% and finished products by 6%. Hylsamex’s key performance indicators reached their highest levels in its history. Sales volume was 3.2 million tons, 10% higher than in 2003. Prices in dollars increased 42% and high value-added products represented 62% of revenue. Domestic sales grew 9%, totaling 2.5 million tons. High international prices stimulated export sales of 716 thousand tons, a 13% increase over the 18 previous year. Total exports rose to US$ 527 million, an increase of 59% and representing 23% of total sales. Hylsamex’s ongoing cost reduction strategy and integrated production capability enabled the company to manage the scarcity and high cost of raw materials. While natural gas prices increased 61%, scrap metal 57%, and iron ore 19%, the company’s variable costs increased only 12%. FINANCE: The combination of higher sales volume and better prices allowed Hylsamex to generate record revenues of US$ 2,305 million in 2004, a 59% increase. Operating income totaled US$ 636 million, ten times that of 2003. EBITDA was US$ 759 million, 306% higher than last year’s level. This reflects the company’s ability to effectively capitalize on conditions in the steel market, and combined with efficiency efforts made over the years, helped position Hylsamex as one of the best in the industry. Investments in fixed assets totaled US$ 47 million in 2004, 40% of which was used to expand installed capacity in order to make the best use of iron ore reserves. Investments to replace equipment in the production facilities, at Hylsa in particular, equaled 32% of the total. These strong financial results allowed for a significant US$ 468 million reduction of the company’s net debt, leaving a total of US$ 546 million at year end 2004. The key financial ratios reflect that change: interest coverage rose from 2.0 to 9.2 times, and debt, net of cash, to EBITDA improved from 5.4 to 0.7 times. || FINANCIAL HIGHLIGHTS || REVENUE BREAKDOWN Millions of Ps. 2004 Net Sales 26,760 US$ Millions 2003 %Change 2004 16,806 59 2003 %Change 2,305 1,449 59 Operating Income 7,395 731 912 636 63 910 EBITDA 8,821 2,168 307 759 187 306 Debt, Net of Cash to EBITDA (times) 0.7 5.5 0.7 5.4 Interest Coverage (times) 9.3 2.0 9.2 2.0 Notes: EBITDA = operating income + depreciation and amortization. Debt, Net of Cash to EBITDA = total debt – cash reserves/EBITDA. Interest Coverage = EBITDA/financial expenses net of interest products on cash reserves. STRATEGY: 2004 was a watershed year in the history of Hylsamex as the company’s position substantially changed relative to the steel industry and as an ALFA subsidiary. Once this process is done, Hylsamex will be an independent company, which will facilitate more accurate valuation by financial institutions and provide it with better access to capital markets. From a financially constrained position, the company obtained flexibility. ALFA reduced its equity participation in Hylsamex from 90% to 42.5%. OUTLOOK: Steel analysts forecast that the industry will remain in the upper part of the curve during 2005, which should allow steel companies to consolidate their operating and financial gains from 2004. The high priority objective of reducing debt during the year was accomplished, granting the company decision-making flexibility for its own benefit and that of its shareholders. Apart from the substantial cash flow generation of the year, the debt reduction was made possible by accessing the capital markets in Mexico, the United States and Europe via the placement of “L” Series restricted shares, netting proceeds of US$ 137 million. Research into developing new technology that reduces natural gas consumption in the production of sponge iron advanced satisfactorily. Tests at the pilot plant were very positive. In 2005, the economic viability of this process will be evaluated, so that investment in large scale facilities could be addressed. Others Coated steel 3% Flat steel 28% 34% Pipe 7% Non-flat steel 28% Demand and pricing will continue to be favorable as key global economies, including Mexico, sustain good growth rates. As well, China will continue to play a significant role in the consumption of steel and raw materials. Hylsamex’s new financial condition will allow it to reinforce its competitive position based on its strategy of modernization, cost reduction, high valueadded products and customer service. GALVAK’S INSULATED PANEL PLANT Monterrey, Nuevo Leon, Mexico As discussed, ALFA completed the first phase in divesting Hylsamex from its portfolio of businesses, distributing 39% of Hylsamex shares to shareholders. A decision regarding the second phase of that process would be taken during 2005. 19 Environmental Report The sustainable development model that ALFA has employed throughout its history has focused on promoting respect towards the environment, particularly in those places where the company’s plants are located. Also, the rational use of natural resources, particularly non-renewable ones, is sought after. In accordance with that model, in 2004 the ALFA companies focused special attention on areas such as energy savings and materials recycling. WATER TREATMENT PLANT AT HYLSAMEX Monterrey, Nuevo Leon, Mexico 20 ENERGY SAVINGS Alpek continued to carry out the “Energy Efficiency” program aimed at optimizing the consumption of primary energy sources such as electricity, fuel oil and natural gas and decreasing greenhouse gas emissions. In 2004, the company implemented more than 20 initiatives that once operational, will reduce fuel oil consumption by 26,000 cubic meters per year and equivalent carbon dioxide (CO2) emissions by 47,000 tons per year. Construction of the Power Integration project continued at Tereftalatos Mexicanos (Temex) in Cosoleacaque, Veracruz, with a total investment of US$ 30 million, for the installation of more efficient equipment that will allow the use of steam currents generated during the production process. When the project starts up operations in mid-2005, it is expected to reduce demand for electricity, and decrease consumption of primary fuels. This project will reduce more than 270,000 equivalent tons of direct and indirect carbon dioxide emissions per year. Given the impact on reducing CO2 emissions, Temex registered this project under the Mechanism for Clean Development with the United Nations Framework Convention on Climate Change. Alpek will start registering other projects such as Univex, located in Salamanca, Guanajuato, which developed a technology to capture carbon dioxide and integrate it into the ammonium carbonate production process. This reduced CO2 emissions by 25,000 tons per year. Having obtained permits from SEMARNAT (Mexican Ministry of the Environment and Natural Resources), the Alpek companies worked to maximize the use of alternate fuels using proprietary and third-party technology, in order to substitute demand for fuel oil and natural gas. In 2004, 10,708 cubic meters of alternate fuels were recycled, which reduced emissions of nitrogen oxide, sulphur and fully suspended fuel particles. Furthermore, containing and co-processing alternate fuels helped reduce the possibility of affecting thousands of cubic meters of fresh water. Hylsamex also made use of 875,000 liters of its own oil that had been used in internal processes as alternative fuel to generate energy. RECYCLING With an investment of US$1.1 million, Sigma opened a new water treatment plant in Atitalaquia, Hidalgo. Also, Galvak was able to more than double the capacity of its water treatment plant in Monterrey, N.L. with an investment of US$ 400,000. The ALFA companies in Mexico currently have 24 water treatment plants that allow them to reuse more than 90% of the water used for production processes. Additionally, the ALFA companies continued to work on reducing water consumption in their production processes. For example, the Hylsa flat steel plant in Monterrey reduced its water consumption from 2.52 cubic meters per ton of steel produced in 2003, to only 1.21 meters per ton in 2004. At Petrotemex’s DMT and PTA plants in Altamira, the company has been able to reduce by almost 50% the consumption of water per ton produced from 1998 to 2004. Also, in July 2005 Temex will start up operations of a project that will enable the company to recover 28 cubic meters of water per hour in its processes. The Hylsamex companies recycled 916,000 tons of scrap steel during the year, a 24% increase from 2003, helping to promote a cleaner environment and to reduce energy consumption in the furnaces. Also, the company continued to recover and market slag steel, a byproduct of its production process that is used as an asphalt aggregate. In 2004, the company sold 415,000 tons of this material to government agencies and private companies, a 19% increase from 2003. Finally, Nemak acquired 52,381 tons of aluminum cans, as well as 90,297 tons of other types of aluminum scrap, reaffirming its position as the leading aluminum recycling company in Mexico. FAUNA PROTECTION As they have done in recent years, the ALFA companies continued to support programs for the protection of endangered species. For example, Las Encinas, in conjunction with other private companies in the state of Colima, created a civic association in 1998 named Wildlife Heritage whose goal is to protect the sea turtles that land each year on the state’s coasts. From its founding to date, the association has protected more than 7,800 nests and released more than 550,000 hatchlings. Las Encinas also supports the encampment that shelters the turtles during their reproductive process, from ovulation until the hatchlings go out to sea. PTA PLANT Altamira, Tamaulipas, Mexico Similarly, Petrotemex and Indelpro encouraged their employees and families to participate in a program that releases Lora turtles on the Tamaulipas coasts, which takes place every year in coordination with the Port Authority of Altamira. AWARDS In September 2004, the President of Mexico awarded Galvak with the Recognition of Environmental Excellence. This is the premier environmental award in the country granted by SEMARNAT through PROFEPA (Mexican Federal Environmental Protection Agency), the result of a national competition that recognizes companies that employ environmental management systems that exceed government regulations, and have community development programs. Additionally, eight plants, four at Alpek and four at Sigma, which were due in 2004 to renew their “Clean Industry” status succeeded in obtaining such certification. 21 Board of Directors 1 Dionisio Garza Medina 4 Claudio X. González Laporte 7 Armando Garza Sada Chairman of the Board and Chief Executive Officer - ALFA, S.A. de C.V. Chairman of the Board and Chief Executive Officer - Kimberly Clark de México, S.A. de C.V. President of Versax, S.A. de C.V. and Onexa, S.A. de C.V. Member of the Board since April 1990 and Chairman since 1994. Sits on the Finance, Human Resources and Audit Committees. Mr. Garza is a related proprietary member. Named a member of ALFA’s Board in April 1991. Mr. Garza Sada is a related proprietary member and sits on the Finance Committee. Member of the ALFA Board since December 1987. Mr. González is an independent member and sits on the Human Resources Committee. 8 Valentín Diez Morodo 5 Mauricio Fernández Garza 2 José Calderón Ayala Chairman of the Board and Chief Executive Officer - Franca Industrias, S.A. de C.V. Member of ALFA’s Board since June 1974. He currently sits on the Audit Committee. Mr. Calderón is an independent proprietary member. 3 Lorenzo H. Zambrano Treviño Chairman of the Board and Chief Executive Officer - Cemex, S.A. de C.V. President of Grupo Nevadi Internacional, S.A. de C.V. Member of ALFA’s Board since April 1990. Mr. Fernández is an independent proprietary member and sits on the Audit Committee. Member of the Board member since April 2002. Currently sits on the Human Resources Committee. Mr. Diez is an independent board member. 6 Ricardo Guajardo Touché 9 Antonio Madero Bracho Named a member of the ALFA Board in March 2000. Mr. Guajardo is an independent member, presides the Audit Committee, and sits on the Finance Committee. Executive Chairman of the Board - SANLUIS Corporación, S.A. de C.V. Member of ALFA’s Board since December 1987. Mr. Madero is an independent board member and heads the Finance Committee. Mr. Zambrano is a Board member since April 1994. He currently sits on the Human Resources Committee and is an independent board member. 1 22 2 3 4 5 6 7 8 9 || STATUTORY AUDITORS AND SECRETARIES 10 Bernardo Garza de la Fuente 12 Fernando Senderos Mestre 14 Enrique Osorno Heinze Director of Planning and Development - Sigma Alimentos, S.A. de C.V. Chairman of the Board and Chief Executive Officer - Desc, S.A. de C.V. Partner, PricewaterhouseCoopers Statutory Auditor Member of ALFA’s Board since April 1994. Currently sits on the Audit Committee. Mr. Garza is a related proprietary member. A member of the ALFA’s Board since April 1995. Mr. Senderos sits on the Finance Committee and is an independent board member. Mr. Enrique Osorno was designated Statutory Auditor in March 2000. 11 Adrián Sada González 13 Rogelio M. Rebolledo Rojas Chairman of the Board - Vitro, S.A. de C.V. Chairman of the Board and Chief Executive Officer - Frito-Lay Internacional Named a member of the Board in April 1994. Mr. Sada heads the Human Resources Committee and is an independent board member. Board member since March 2004. Member of the Finance Committee. Independent board member. 15 Carlos Arreola Enríquez Partner, PricewaterhouseCoopers Alternate Statutory Auditor Alternate Statutory Auditor since March 2001. 16 Leopoldo Marroquín Morales Secretary Mr. Leopoldo Marroquín has served as Secretary of ALFA’s Board since May 1986. 17 Carlos Jiménez Barrera Alternate Secretary Mr. Carlos Jiménez has been Alternate Secretary of the Board since April 1994. 10 11 12 13 14 15 16 17 23 Corporate Oficina de la Presidencia Governance ALFA adheres to the stipulations of Mexico’s current Code of Best Corporate Practices. This code, a framework for corporate governance established to increase investor confidence in Mexican companies, was created in 2000 following an initiative of the Securities Commision and with the participation of market and legal specialists, investors, and Mexican business leaders. Mexican companies whose stocks trade on the Stock Exchange are not required to adhere to this Code of Best Corporate Practices. They are however, required to declare the extent to which they do so. This is confirmed annually via a standard questionnaire sent to all companies and provided to investors on the Stock Exchange’s web site. Following is a summary of ALFA’s corporate governance as declared in the June 2004 questionnaire, with any pertinent information updated. a) The Board of Directors is comprised of 13 proprietary members who have no alternates. Of this number, 10 are independent. This annual report provides information on all of the Board’s members, identifying who are independent. It also provides a brief description of the professional background of each one and the committees in which they participate. b) Three committees assist the Board of Directors to carry out their duties: Finance, Audit and Human Resources. Independent Board members participate in at least one committee each. All three commites are headed by an independent board member. c) The Board of Directors meets every two months. Meetings of the Board can be called by agreement of at least 25% of its members. At least one of these meetings is dedicated to defining the company’s medium and long-term strategy. Procedures exist to ensure that members have all the necessary information to evaluate strategic issues at least five days prior to any Board meeting. d) Members must inform the President of any conflicts of interest that may arise, and decline participation in the corresponding deliberations. Average attendance at Board meetings was 78% during 2004. e) The Audit Committee is responsible for studying and issuing recommendations to the Board on matters such as the selection and determination of fees to the external auditor, coordinating with the internal audit area of the company, and studying accounting policies, among others. f) The company has internal control systems with general guidelines. These are submitted to the Audit Committee for their opinion; in addition, the external auditor validates the effectiveness of the internal control system and issues corresponding reports. g) The Finance Committee is responsible for evaluating all matters relating to its particular area and issuing recommendations to the Board on matters such as feasibility of investments, strategic positioning of the company, alignment of investment and financing policies, and review of investment projects. h) The Human Resources Committee is responsible for issuing recommendations to the Board in such matters as employment terms and severance pay for senior executives, and compensation policies, among others. i) There is a department dedicated to maintaining an open line of communication between the company and its shareholders and investors. This ensures that investors have the financial and general information they require in order to evaluate the company’s development and progress. 24 Executive Committee 1 2 1 Mario H. Páez 4 Alejandro M. Elizondo President, Sigma President, Hylsamex 2 José de Jesús Valdez 5 Armando Garza Sada President, Alpek President, Versax and Onexa 3 Dionisio Garza Medina 6 Alfonso González Chairman of the Board and CEO, ALFA Chief Financial Officer 3 4 5 6 || STAFF OF THE EXECUTIVE COMMITTEE 7 Ángel Casán Vice President, Human Resources and Institutional Relations 8 Carlos Jiménez Vice President, Legal Counsel 9 Felipe C. Canales Vice President, Planning and Economics Studies 7 8 9 25 Financial Statements 26 ALFA, S.A. DE C.V. AND SUBSIDIARIES || CONTENTS Management's Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Report of independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Consolidated financial statements Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40 Statement of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Statement of changes in financial position . . . . . . . . . . . . . . . . . 43 Statement of changes in stockholders' equity . . . . . . . . . . . . . . .44 Supplementary information Financial summary 2004 to 2000. . . . . . . . . . . . . . . . . . . . . . . . . 58 Significant quarterly information 2004 and 2003. . . . . . . . . . . .60 27 ALFA, S.A. DE C.V. AND SUBSIDIARIES Management’s Analysis 2004 The following report should be read in conjunction with the Letter to the Shareholders (pages 5-9), the Audited Financial Statements (pages 39-57), and the Supplementary Information (pages 58-61). Unless otherwise indicated: a) figures are stated in millions of pesos (Ps) of December 2004 purchasing power and percentage changes are in real terms, that is, discounting the effects of inflation; and b) interest rates are stated in real terms. In addition, some figures are stated in millions of dollars (US$). The financial information contained in this analysis has been expanded in some sections to include three years, thus complying with the regulations applicable to issuers and other participants in the securities market issued by the National Banking and Securities Commission on March 19, 2003. San Pedro Garza García, N. L, January 24, 2005. ECONOMIC ENVIRONMENT The business climate in Mexico in 2004 was better than in 2003, and this benefited the results of ALFA’s businesses. The real Gross Domestic Product (GDP) grew 4.4% (a), compared to growth of 1.3% (b) in 2003 and an increase of 0.7% (b) in 2002. This situation is explained in part by the behavior of the economy in the United States (c), Mexico’s most important business partner. The recovery of the U.S. industrial sector had a positive impact on the Mexican economy. Consumer price inflation in Mexico was 5.2% (d) in 2004, higher than the 4.0% (d) figure recorded in 2003. The Mexican peso had depreciated 0.3% (e) in nominal terms by the end of 2004, on top of the 9.0% (e) depreciation suffered in 2003. In real terms the annual average appreciation of the peso vis-à-vis the dollar fell to 13.5% (f) in 2004, from 16.6% (f) in 2003. The average nominal 3-month dollar LIBOR rate for the year was 1.6% (g) in 2004, up from 1.2% (g) in 2003. Adjusting for the nominal depreciation of the peso vis-à-vis the dollar, real LIBOR fell from 6.1% (a) in 2003 to -3.1% (a) in 2004. In Mexico, the TIIE was 7.1% (d) in 2004 in nominal terms, up from 6.8% (d) in 2003. In real terms it fell slightly, from an average of 3.0% (a) in 2003 to 2.1% (a) in 2004. ALFA – RECONFIGURATION OF THE BUSINESS PORTFOLIO During 2004 ALFA continued executing a strategy of concentrating on its principal businesses, making significant investments in these. The results of the year confirm the correctness of this strategy. In addition, it achieved considerable reductions in its debt and improved its maturity profile. In February 2004 the first stage in the separation of Hylsamex was carried out. The purpose of this operation is to create shareholder value by configuring a business portfolio less dependent on industrial cycles. This first stage was carried out by reducing ALFA’s capital stock through a payment in kind with Hylsamex shares. (a) (b) (c) (d) (e) (f) 28 Source: Consultores Económicos Especializados. S. A. de C. V. (CEE) Source: Instituto Nacional de Estadística, Geografía e Informática (INEGI) Source: Bureau of Economic Analysis (BEA) Source: Banco de México (Banxico) Source: Banxico. Exchange rate for liquidating liabilities denominated in foreign currency and payable in Mexico. Source: CEE. Base 1990. Bilateral with the U. S., adjusting for consumer prices. In a floating exchange rate system, such as that currently in place in Mexico, it is more appropriate to speak of appreciation or depreciation, with reference to a base year, than of overvaluation or undervaluation of the currency. (g) Source: British Bankers Association ALFA, S.A. DE C.V. AND SUBSIDIARIES During the third quarter of 2004 Hylsamex’s capital was increased through an issue of shares with limited voting rights in which ALFA did not participate. As a result, ALFA’s investment in Hylsamex’s total capital was reduced to 42.5%. However, it retained 51% of the common shares and therefore continued to control Hylsamex. The limited vote shares will be converted to common shares one year after the date of issuance. In order to present comparable financial information, as a result of the decision to spin off Hylsamex generally accepted accounting principles require Hylsamex’s assets, liabilities and net income to be shown separately in ALFA’s consolidated financial statements as “Discontinued operations”. All the other financial statement captions refer to the companies comprising the rest of ALFA’s business portfolio, frequently subtotaled under the caption “Continuing operations”. RESULTS OF OPERATIONS SALES The following table shows ALFA’s sales for the years 2004, 2003 and 2002, showing the effects of volume and price changes (the indexes are calculated on a base of 1999=100): Consolidated Sales Volume index Price index Pesos Price index dollars 2004 2003 2002 Change 2004/2003 Change2003/2002 58,809 147.5 117.6 132.6 49,217 138.0 104.3 117.5 41,854 135.4 89.8 108.1 9,592 7% 13% 13% 7,363 2% 16% 9% The consolidated sales broken down by ALFA’s principal business groups were as follows: 2003 2002 Change 2004/2003 Change 2003/2002 31,770 14,146 12,599 58,809 25,634 12,190 11,025 49,217 20,635 10,941 9,857 41,854 6,136 1,956 1,574 9,592 4,999 1,249 1,168 7,363 �� �� �� ������ �� ��� ��� �� ��� ��� ��� ��� ��� �� ��� �� ��� ��� �� ��� ��� (1999=100) ��� || Sales indexes ��� 2004 ��� Alpek Sigma Versax Consolidated total �� �� �� ������� �� The behavior of sales is explained as follows: 2004-2003 Consolidated sales reflect the individual efforts of each of ALFA’s companies, which together achieved a 7% increase in volume and a 13% increase in average prices. Following is a discussion of the performance of each of the principal business groups: Alpek had a significant increase in sales in 2004, resulting from both volume and price increases. In general terms, all its business segments reported increased sales volumes due to a strong demand for their products, especially PTA, PET, polypropylene and expansible polystyrene. In most cases, sales price increases were implemented in response to increases in raw material prices. 29 ALFA, S.A. DE C.V. AND SUBSIDIARIES Sigma recorded a significant increase in sales in 2004. This was a result both of organic growth and of acquisitions of companies, and also of increases in prices in some product lines. As far as sales volumes are concerned, the processed meat line grew 11%, as a result both of a greater marketing and distribution effort and of the consolidation of the processed meat operations of Sosua, in the Dominican Republic, which was acquired in September. The cheese line grew 24%, partly due to the consolidation from September onwards of the Chen company, with which Sigma entered into a strategic association, and also that of Sosua, which also produces and markets cheeses. Other actions contributing to volume growth included the launching of new yoghurt products and presentations and new prepared food lines. Sigma effected price adjustments throughout the year in response to price increases in some of its raw materials, such as chicken and turkey meat. On the average Sigma’s prices increased 1% in 2004. In Versax, Nemak increased the volume of engine head equivalents sold by 2% over 2003, despite a 0.6% decrease in light vehicle production in North America. This increase is explained by the growing penetration of aluminum in place of cast iron in high technology components, such as the engine heads and monoblocks which Nemak produces. Nemak’s sales prices also increased 9.5%, as it passed on significant increases in the cost of its principal raw material, aluminum, as previously agreed with its customers. 2003-2002 The growth of ALFA’s consolidated sales reflected significant increases in the principal subsidiaries, which are explained as follows: In Alpek a considerable increase in sales was achieved, as a result mainly of price increases due to increased costs of raw materials, such as paraxylene, benzene and ethylene glycol, although in some segments of the business, such as PET and synthetic fibers, it was not possible to fully pass the higher costs on to the customer, due, among other things, to new production capacity which could not be placed on the market, or to the effect on demand of competition from Asian products or from contraband garment imports. Alpek’s sales volume remained unchanged in 2003. Sigma had a very satisfactory year, as shown by its growth in sales in spite of facing significant challenges. The processed meat line grew 6.6% in volume, increasing its market share to 47%. The dairy product line grew 16%, thanks to a very favorable performance of the yoghurt market, which enabled this product to grow and also gain market share. In addition, recent acquisitions in El Salvador and the Dominican Republic, which strengthened Sigma’s presence in the region, contributed to the sales increase. Also Sigma continued its successful development of new products and new presentations, which contributed to its growing market presence. The prices of some of the principal raw materials increased during the year. In addition, the depreciation of the peso vis-à-vis the dollar increased the price of imported materials such as turkey. However, most of these increases could be passed on as sales price increases. At the same time, competition has intensified as a result of the further reduction of international trade barriers. In Versax, Nemak increased its sales due to a 1% volume increase. This was achieved despite a 3% fall in light vehicle production in North America. This increase was possible due to the launching of new programs and the increased substitution of aluminum for cast iron in the manufacture of engine heads and monoblocks. Sigma Versax ��� ��� Alpek ��� North America �� Cen. & South America �� Far East ��� �� �� ��� �� �� �� Europe �� �� �� ��� ����� ����� ����� ����� US $ MM ����� ����� OVERSEAS SALES Overseas sales comprise ALFA’s exports from Mexico and also sales made by its overseas subsidiaries. These have evolved over the last three years as follows: ��� ��� ��� ��� ��� �� 30 �� �� �� �� �� ALFA, S.A. DE C.V. AND SUBSIDIARIES Each year’s growth is due to the following factors: in Alpek, to increases in the volume sold and in the sales prices of Alpek’s U.S. subsidiaries’ products; in Sigma, to the acquisition of subsidiaries in Central America; in Versax, to increases in sales volume achieved by Nemak in its Canadian subsidiaries and, more recently, in the Czech Republic. Geographically, North America is the preponderant region for ALFA’s overseas businesses; Central and South America the second in importance. OPERATING PROFIT ALFA’s operating profit in 2004, 2003 and 2002 is explained as follows: 2004-2003 Operating Profit Sales Operating profit Operating margin Consolidated (%) Alpek (%) Sigma (%) Versax (%) 2004 2003 Chge. Alpek 58,809 5,267 49,217 4,917 9,592 350 6,136 384 9.0 7.6 11.7 9.4 10.0 8.0 13.9 10.0 Change by Group Sigma Versax 1,956 (35) 1,574 79 Other (74) (78) The amount of operating profit showed improvements in Alpek and Versax and a slight decrease in Sigma. In percentage terms, there were reductions in all ALFA’s groups due to the fact that the increases in sales prices were not in proportion to the increases in costs. Thus, the consolidated figure was also lower in 2004 than in 2003. Alpek’s operating profit increased principally due to the increase in its income. In addition, it continued with its efforts to reduce costs and improve the sales mix, which contributed to the increase in operating profit. Alpek was able to reduce the negative impact of high energy prices, thanks to various programs for saving and making more efficient use of energy in practically all its plants. Sigma faced a significant challenge in 2004, since some of its principal raw materials, such as chicken and turkey meat and dairy products, suffered from price increases and supply shortages. Thus, the company had to have recourse to alternative sources of raw materials, although in some cases that meant higher costs. To deal with this, Sigma increased sales prices as far as the market would permit. It also found ways to increase production efficiency, and also to save on expenses. This enabled it to reduce the negative impact on costs and achieve an adequate level of operating profit, although slightly lower than in the previous year. Nemak was able to increase its operating profit in 2004, basically due to the increase in sales volume and to cost- and expensereduction campaigns in its manufacturing operations. In addition to the continuous improvements in the manufacturing, marketing and distribution processes, ALFA has also sought to create synergies in the administrative areas which enable it to reduce expenses. Thus, the shared services project was reinforced during 2004. It also continued to improve the implementation of its common electronic purchasing system, with significant benefits in the year. At the same time, ALFA companies have carried out outstanding work in the field of technological research and development, which has won them tax benefits and financial grants from the Mexican federal government. The amounts received by ALFA for these concepts amounted to Ps60 in 2003 and Ps51 in 2004. This year’s amount was lower due to an increase in the number of companies participating in the benefit programs, as well as to a different approach in the allocation of funds. 31 ALFA, S.A. DE C.V. AND SUBSIDIARIES 2003-2002 The consolidated operating profit in 2003 was very similar to that in 2002. Although Sigma and Versax achieved significant increases, Alpek reported a decrease. Following is a table summarizing these results, together with the relevant explanations: Operating profit 2003 2002 Sales Operating profit Operating margin Consolidated (%) Alpek (%) Sigma (%) Versax (%) 49,217 4,917 41,854 4,927 10.0 8.0 13.9 10.0 11.8 11.3 14.1 9.8 Chge. 7,363 (10) Alpek 4,999 (290) Change by Group Sigma Versax 1,249 148 Other 1,168 137 (53) (5) Alpek’s operating profit decreased due mainly to the high cost of energy in North America, both electricity and natural gas. The company reduced the negative impact of these cost factors by the use of price hedges and by an intense and sustained effort to increase efficiency in its consumption of energy. In the case of Sigma, the increase in its operating profit was due mainly to the increase in sales. Although the prices of some of its principal raw materials increased during the year, and the depreciation of the peso vis-à-vis the dollar increased the prices of imported materials, such as turkey, the company was able to pass on to the consumer a significant portion of these increases, and also to increase as much as possible the efficiency and productivity of its plants. In Versax, the increase in operating profit was due mainly to the fact that Nemak was able to achieve a small increase in sales volume, while at the same time holding down its production costs and operating expenses. COMPOSITION OF SALES AND OPERATING PROFIT The percentage structure of ALFA’s sales and operating profit remained almost unchanged between 2004 and 2003, as the following table shows: % of Total 04 Alpek Sigma Versax Consolidated 54 24 22 100 Sales 03 02 04 52 25 23 100 49 26 25 100 46 32 22 100 Operating Profit 03 02 42 35 23 100 48 32 20 100 COMPREHENSIVE FINANCING INCOME (EXPENSE) (CFI/E) The macroeconomic environment, which was discussed briefly in the Economic Environment section at the beginning of this Analysis, has been the principal factor affecting ALFA’s CIF/E during the last three years, as indicated below: 32 CFI/E Determinants 2004 2003 2002 General inflation (Dec.- Dec.) % Change in nominal closing exchange rate Nominal closing exchange rate Real peso/dollar appreciation (depreciation) over previous year: Year end Average for year Average interest rate: Nominal LIBOR Implicit nominal rate on ALFA’s net debt LIBOR in real terms Implícit real rate on ALFA’s net debt ALFA’s average monthly debt, net of cash, in US$ 5.2 (0.3) 11.26 4.0 (9.0) 11.24 5.7 (12.8) 10.31 1.6 (2.7) (6.8) (9.4) (9.3) (0.1) 1.62 7.12 (3.1) 2.3 1,207 1.22 6.68 6.1 12.0 1,305 1.79 6.65 8.6 14.0 1,335 ALFA, S.A. DE C.V. AND SUBSIDIARIES Expressed in dollars, the net financial expense per year for 2004, 2003 and 2002 were US$86, US$87 and US$89, respectively. The causes of the changes between years were, in general, the following: Changes in net financial expense in US$ 04/03 From higher interest rate From lower debt, net cash Net change 03/02 (6) 7 1 2 2 Measured in pesos, the CFI/E was composed as follows: Change CFI/E 2004 2003 2002 Financial expense Financial income Net financial expense Exanche gain (loss) Gain on monetary position Total CFI/E CFI/E capitalized Net CFI/E (1,169) 172 (997) 75 603 (319) 1 (318) (1,155) 144 (1,011) (1,145) 413 (1,743) 109 (1,634) (1,178) 215 (963) (1,529) 542 (1,950) 127 (1,823) 04/03 03/02 (14) 28 14 1,220 190 1,424 (108) 1,316 23 (71) (49) 384 (129) 207 (18) 189 The changes in total CFI/E between years were due to the following factors: Change in total CFI/E 04/03 From lower interest rate From lower (higher) debt, net of cash Net change 1,399 25 1,424 03/02 282 (75) 207 EQUITY IN INCOME (LOSS) OF ASSOCIATED COMPANIES The 2004 profit was Ps92, compared with a profit of Ps 219 in 2003. In 2004 ALFA’s indirect equity in Sidor, the Venezuelan steel company, produced a profit of Ps175. Sidor achieved good operating results as a result of the improvement in the global steel industry. However, ALFA had to recognize losses in Onexa and Teijin-Akra of (Ps19) and (Ps64), respectively. INCOME TAX, ASSET TAX AND EMPLOYEES’ PROFIT SHARING Following is an analysis of the principal determinants of the income tax, asset tax and employees’ profit sharing, starting from the concept of income before income tax, defined as Operating profit less CFI/E and less Other expenses, net. Change 04/03 03/02 Income tax, asset tax and employees’ profit sharing 2004 2003 2002 Income before income tax, asset tax and employees’ profit sharing (a) Statutory tax rate Income tax at statutory rate 3,943 33% (1,301) 2,815 34% (957) 3,532 35% (1,236) 1,128 (717) (344) 279 40 (27) (28) 67 +/(-) Tax effect of permanent tax/accounting differences: Tax vs. accounting basis of CFI/E Effects of allowances for non-recoverable tax loss carryforwards and asset tax credits Other Total tax effect of permanent differences Total income tax provision charged to income before effect of change in tax rate (b) (673) 378 (255) 254 (152) 75 99 (65) 6 (927) 530 (330) 155 (87) 69 (1,556) (882) (1,230) (674) 348 Effective tax rate (b/a) 39.4% 31.3% Income tax, asset tax and employees’ profit sharing: Currently payable Deferred Effect of reduction in tax rate Total tax provision charged to income Employees’ profit sharing Total (1,630) 74 681 (875) (109) (984) (1,072) 190 (558) (116) 681 7 (4) 3 (536) 883 (493) (146) (7) (153) (882) (105) (987) 1 34.8% (536) (693) 493 (736) (98) (834) 33 ALFA, S.A. DE C.V. AND SUBSIDIARIES The tax charge to income decreased from Ps882 in 2003 to Ps875 in 2004. Before analyzing the principal reasons for this change, the following situations should be taken into account: a) the statutory income tax rate was 34% in 2003 and 33% in 2004; b) up to 2004 the deferred tax was calculated at a 32% rate; c) in 2004 the rate for the purposes of calculating deferred tax changed from 32% to 28%. Thus, the decrease of Ps7 mentioned above is the net effect of having a higher income before income tax, asset tax and employees’ profit sharing in 2004 and the favorable effect recognized in 2004 of Ps681 from the change in the tax rate used for calculating deferred taxes. INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX, ASSET TAX AND EMPLOYEES’ PROFIT SHARING This item includes only the consolidated net income of Hylsamex, in accordance with the accounting treatment described in the section Reconfiguration of the Business Portfolio. Hylsamex obtained net income of Ps6,235 in 2004, compared to a net loss of Ps860 in 2003, due to a combination of various factors. The global steel industry had an extraordinary year in 2004. The greater worldwide economic growth caused a strong demand for steel. At the same time, the scarcity of steel and the resulting increase in international prices were accentuated by the limited response of steel producers, due to the following factors: the consolidation of the industry, the definitive closings of productive capacity, the scarcity of raw material, which affected principally producers using basic oxygen furnace, and insufficient new investment in recent years because of low profitability. Hylsamex’s operating profit increased from Ps731 in 2003 to Ps7,395 in 2004. It experienced an unprecedented year, obtaining a record operating cash flow of Ps8,821. Sales increased 59% as a result of an increase in the demand for steel in most of the world, especially in China. As a result, Hylsamex increased its volume by 10% and its revenue per ton by 45%, both in pesos and in dollars. Hylsamex’s shipments in 2004 set a new annual record, surpassing the volume reached in 2003: 3.2 million tons vs. 2.9 in 2003. A more positive economic environment in Mexico had a favorable impact on domestic demand for both hotrolled and cold-rolled sheet – important flat products for Hylsamex which grew 15%. Exports represented 23% of total sales volume, the highest percentage since 1996. Sales prices trended upwards, as mentioned above. The increase in demand for steel also caused increases in the prices of some important raw materials for Hylsamex, such as scrap iron, which reached record levels in the United States. In addition, Hylsamex’s effective prices for natural gas and electric power increased by 16% and 21%, respectively, during the year. In the case of natural gas, Hylsamex adopted an effective hedging strategy which reduced the volatility in the cost of this input. On the other hand, the higher sales volume allowed a better absorption of fixed production costs, with operating expenses remaining practically constant. Hylsamex’s CFI/E decreased by Ps988, principally as a result of a large reduction in debt with respect to 2003. On the other hand, income tax, asset tax, employees’ profit sharing and other items increased by a total of Ps557, due to the better results in 2004. Other items include Hylsamex’s equity in the net income of Amazonia, an associated company and the parent of Sidor, which amounted to Ps781. Like Hylsamex, Sidor had a very successful year. NET INCOME ALFA’s consolidated and majority net income for the years 2004, 2003 and 2002 are shown in the following table and are the results of the circumstances already explained with respect to operating profit, CFI/E, equity in the net income of associated companies, taxes, net income from discontinued operations and other accounting charges related to the adoption of Statement C-15: Income Statement Operating profit CFI/E (1) Other expenses, net Equity in net income of associated companies Taxes (2) Net income from continuing operations Net income from discontinued operations Initial effect of a change in accounting principle Consolidated net income Majority net income (1) Comprehensive financial income (expense) (2) Income tax (currently payable and deferred), asset tax and employees’ profit sharing. 34 2004 2003 2002 5,267 (318) (1,006) 92 (984) 3,051 6,235 (1,274) 8,012 4,350 4,917 (1,634) (468) 219 (987) 2,047 (860) 4,927 (1,823) 428 (624) (834) 2,074 (982) 1,187 1,030 1,092 1,528 Change 04/03 03/02 350 1,316 (538) (127) 3 1,004 7,095 (1,274) 6,825 3,320 (10) 189 (896) 843 (153) (27) 122 95 (498) ALFA, S.A. DE C.V. AND SUBSIDIARIES COMPREHENSIVE INCOME Comprehensive income (loss) is shown in the statement of changes in stockholders’ equity, and its purpose is to show the total effect of all transactions and events which affected earned surplus, irrespective of whether they were recognized in the statement of income or directly in stockholders’ equity. It excludes operations between the company and its shareholders, principally dividends. Comprehensive income for 2004 and 2003 was as follows: Consolidated Comprehensive income 2004 Net income (Loss) gain from holding non-monetary assets Cumulative translation adjustment Gain on options on own shares Effect of dilution in subsidiaries, net Comprehensive income 8,012 (296) 67 7,783 2003 1,187 1,195 380 1 2,763 Majority 2002 1,092 1,546 126 15 2,779 2004 4,350 (666) 56 (51) 3,689 2003 1,030 724 322 1 2002 1,528 1,336 114 15 2,077 2,993 The net income in 2004 and 2003 is explained in a previous section of this Analysis. The (loss) gain from holding non-monetary assets results principally from the difference between: a) the restatement of fixed assets of foreign origin by applying the general inflation index of their country of origin and then converting to pesos at the year-end exchange rate, and b) their restatement using the Mexican National Consumer Price Index. The loss incurred in 2004 was due to the appreciation of 1.6% in real terms of the Mexican peso vis-à-vis the U. S. dollar, since the nominal depreciation of the peso was less than general inflation in Mexico. This was the opposite of what occurred in 2003, when the peso depreciated 6.8%. The impact of this was considerable, since a significant proportion of ALFA’s fixed assets are of foreign origin. DIVIDENDS DECLARED AND GROWTH IN STOCKHOLDERS’ EQUITY In 2004 ALFA’s Stockholders’ Meeting declared a dividend of Ps505, equivalent to 0.87 pesos per share, 23% more than in 2003. The dividend declared in 2003 was Ps412, or 0.71 pesos per share, 59% more than in 2002. Consolidated stockholders’ equity increased by 30% in 2004, while majority stockholders’ equity decreased by 2%. In 2003 they increased by 7% and 6%, respectively. The foregoing is a result of the comprehensive income, the dividends declared and the other operations affecting capital during 2004. Of the latter, the most significant were: the effect of the first stage of the spin-off of Hylsamex, (Ps 3,613), the increase in the minority interest of Ps435 due to the issuance of limited voting stock by Hylsamex (in which ALFA did not participate) and by Sigma, plus the payment of dividends to the minority interest and other concepts, in the amount of Ps102. CHANGES IN FINANCIAL POSITION RESOURCES PROVIDED BY OPERATIONS The resources provided by operations in 2004 were Ps5,167, considerably more than in 2003, when they amounted to Ps3,632. Resources provided by operations Operating cash flow (1) Total net financial expense (2) Income tax, asset tax and employees’ profit sharing Changes in NWC (3), excluding debt financing Other Net cash profit after changes in NWC Exchange gain (loss) and monetary gain CFI/E capitalized Resources provided by operations 2004 2003 2002 7,441 (997) (1,739) 335 (552) 4,488 678 1 5,167 6,994 (1,011) (1,177) (252) (299) 4,255 (732) 109 3,632 6,736 (964) (634) 709 (336) 5,511 (987) 128 4,652 (1) Defined as operating profit plus depreciation and amortization. (2) Befote deducting portion capitalized in fixed assets. (3) Net working capital. 35 ALFA, S.A. DE C.V. AND SUBSIDIARIES The principal causes of this increase are the increases of Ps1,220, Ps587, and Ps448 in the exchange gain, NWC and operating cash flow. The increase of Ps562 in the current income tax, asset tax and employees’ profit sharing in 2004 compared to 2003 is explained by ALFA’s companies’ obtaining a greater taxable income. Days NWC Alpek Sigma Versax Consolidated 2004 2003 2002 38 23 41 34 43 21 53 39 50 22 48 42 In 2004 the NWC decreased by Ps335, while in 2003 it increased by Ps252. This decrease, together with the increase in sales in 2004, enabled ALFA to reduce the number of days in NWC from 39 in 2003 to 34 in 2004. INVESTMENTS, FINANCING AND OTHER Starting from the resources provided by operations, the following table shows the principal transactions in the respective years: Investments, financing and other Resources provided by operations Property, plant and equipment Divestment of (investment in) shares Reduction in capital stock Dividends declared by ALFA Other assets Other capital movements Effect on ALFA of restructuring of subsidiaries’ debt Net debt of companies divested Change in interest payable Decrease in net debt Debt net of cash at end of year 2004 2003 2002 5,167 (2,569) 3,180 (3,613) (505) 471 244 2,375 3,632 (2,097) (554) 4,652 (2,011) (2,987) (412) (282) (404) (117) (22) 10 2,363 12,401 (31) 14 (134) 14,764 (261) (214) (220) (1,041) 716 (23) 109 (239) 14,630 INVESTMENTS Property, plant and equipment The total new investments by Group were as follows: 2004 Alpek Sigma Versax Others Total 716 1,326 583 (56) 2,569 % Change 2003 04/03 490 867 754 (14) 2,097 46 53 (23) (300) 23 Last 5 years Investment 5,567 3,403 4,340 (319) 12,990 % 43 26 33 (2) 100 Some of the principal projects were: in Alpek, increases in efficiency in the use of electrical power in Tereftalatos Mexicanos, and expansion of the second finishing line in expansible polystyrene in Polioles; in Sigma, the acquisition of subsidiaries, purchase of trademarks, and expansion of warehousing centers in the distribution network, and transportation equipment; in Nemak, expansion of aluminum engine head and monoblock production capacity, in both Mexico and Canada. SHARES The total decrease in the year amounted to Ps3,180, the most important item being the first stage of the spin-off of Hylsamex, referred to above. Some investments in shares were also made by Sigma. 36 ALFA, S.A. DE C.V. AND SUBSIDIARIES CHANGES IN DEBT NET OF CASH Given that the preponderant currency of ALFA’s debt is the U. S. dollar, the changes in its debt net of cash are best explained in that currency. When measured in pesos, the results are significantly affected by the by the valuation effects resulting from the appreciation in real terms of the peso vis-à-vis the dollar, such as fluctuations in exchange rates and the monetary gain arising from the reduction of the debt in real terms as a result of general inflation. The principal changes in the net debt of ALFA and its Groups were the following: Consolidated Ps US$ Changes in debt net of cash Balance december 31, 2003 Net effect of appreciation/inflation Long term financing, Net of repayments: Financing Repayments 14,764 (951) Short term financing, net of repayments Total net financing Effect of currency conversion Change in debt, per statement of changes in financial position Debt of acquired companies Total change in debt (Increase) decrease in cash and restricted cash Change in interest payable (Decrease) increase in debt net of cash Balance december 31, 2004 Alpek Sigma Versax US$ Others 769 113 309 58 1,249 8,709 (8,735) (26) 341 315 752 (750) 2 23 25 2 491 (559) (68) 7 (61) 203 (51) 152 16 168 49 (63) (14) (14) 9 (77) (68) (68) 2 (636) 58 (578) (1,775) (10) (2,363) 12,401 27 5 32 (179) (1) (148) 1,101 (61) 168 5 173 (118) 1 56 169 (14) (66) (14) (13) 1 (26) 283 (66) (35) (2) (103) (45) (61) (13) (1) (75) 694 Alpek, Versax and ALFA (parent company) reduced their debt net of cash. Sigma increased it to finance part of its new investments. ALFA’s groups extended the average maturity of their debt, except for Versax, whose maturities remained unchanged. The schedule of debt maturities of ALFA and its groups changed during the year as follows: Short and long term debt by group Total debt (US$) Percentage of total debt Short term debt Long term 1 year 2 3 4 5 years or more Total Average term of long term debt (years) Average term of total debt (years) Consolidate short and long term debt: Short term debt Long term 1 year 2 3 4 5 years or more Total Average term of long term debt (years) Average term of total debt (years) Alpek 2004 2003 Sigma 2004 2003 Versax 2004 2003 Others 2004 2003 842 903 378 204 444 458 59 126 16 17 11 7 16 33 100 2.9 2.7 11 15 20 31 13 10 100 2.5 2.3 10 2 2 6 42 38 100 3.7 3.4 8 4 24 4 10 50 100 3.3 3.1 3 5 9 18 47 18 100 3.1 3.1 2 7 16 17 19 39 100 3.1 3.1 1 1 1 86 11 100 3.9 3.9 32 40 20 1 7 100 2.2 2.2 US$ 2004 2003 Change 185 172 141 162 558 505 1,723 3.2 2.9 122 219 355 396 229 370 1,691 2.7 2.6 63 (47) (214) (234) 329 135 32 % of total 2004 2003 11 10 8 9 32 30 100 7 13 21 23 14 22 100 37 ALFA, S.A. DE C.V. AND SUBSIDIARIES FINANCIAL RATIOS LIQUIDITY The ratio of debt net of cash to cash flow decreased between 2003 and 2004, both consolidated and in the Groups, except for Sigma, which increased its debt net of cash proportionately more than its EBITDA due to the use of resources for its new investments, as the following table shows: Debt net of cash/Cash flow (in pesos) 2004 2003 2002 Groups Alpek Sigma Versax Consolidated 2.16 0.89 1.92 1.67 2.78 0.64 2.41 2.11 2.73 0.68 2.55 2.17 The interest coverage improved both at the consolidated level and in the groups, except for Sigma. Interest coverage * Alpek Sigma Versax Consolidated Due to Due to Change Cash Financial Change Cash Financial 2004 2003 2002 04/03 Flow Expenses 03/02 Flow Expenses 6.92 10.40 6.62 7.46 5.43 19.00 6.12 6.92 5.39 21.52 6.07 6.99 1.49 (8.60) 0.50 0.55 0.04 (2.52) 0.05 (0.08) (0.23) 2.38 0.93 0.27 0.58 0.38 0.57 0.45 0.91 (8.98) (0.07) 0.10 0.27 (4.90) (0.88) (0.35) * Defined as operating profit plus depreciation and amortization, divided by net financial expense. FINANCIAL STRUCTURE ALFA’s financial structure indicators experienced significant changes, the most important being the ratio of Total liabilities/ Stockholders’ equity, which fell from 1.74 in 2003 to 1.25 in 2004. This was due to a decrease in liabilities in the majority of ALFA’s groups, as well as to a 30% increase in consolidated capital due to the favorable results for the year and to the various issues of capital stock. Financial indicators Total liabilities/Stockholders’ equity Long term debt/Total debt(%)-continuing operations Total foreign currency debt/Total debt(%)-continuing operations 38 2004 2003 2002 1.25 79 82 1.74 79 91 1.74 78 96 ALFA, S.A. DE C.V. AND SUBSIDIARIES Report of independent auditors To the Stockholders of Alfa, S. A. de C. V. Monterrey, N. L., January 24, 2005 1. We have audited the consolidated balance sheets of Alfa, S. A. de C. V. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, of changes in stockholders’ equity and of changes in financial position for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements include those of Sigma Alimentos, S. A. de C. V. and subsidiaries; in 2004 its assets and revenues, which represent 12.7% and 24.1% of the total consolidated amounts, respectively, were examined by other independent accountants. Our opinion, as expressed in paragraph 5, insofar as it relates to the amounts included for such entity, is based solely on the report of the other independent accountants. 2. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they were prepared in accordance with generally accepted accounting principles. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 3. On January 1, 2004 the Company adopted the standards contained in Statement C-15 “impairment of long-lived assets and their disposal” issued by the Mexican Institute of Public Accountants. As a result of the studies carried out to assess the recoverability of the Company’s long-lived assets, the Company determined an initial impairment of Ps1,274 million at January 1, 2004, net of income tax; such amount was charged to the statement of income for the year ended December 31, 2004 as an initial effect of a change in accounting principles. 4. As described in Note 1 to the financial statements, on February 4, 2004 the Company’s stockholders approved a proposal by the Board of Directors to carry out a significant corporate restructuring consisting of a two-stage divestiture of Hylsamex, S. A. de C. V. from the Company’s portfolio of businesses. Consequently, the assets, liabilities and operations of the steel and steel-making technology business segment are shown in the 2004 and 2003 financial statements under the caption “Discontinued operations”. 5. In our opinion, based on our audits and on the report of the other independent accountants referred to in paragraph 1 above, the aforementioned financial statements present fairly, in all material respects, the financial position of Alfa, S. A. de C. V. and subsidiaries at December 31, 2004 and 2003, and the results of their operations, the changes in their stockholders’ equity and the changes in their financial position for the years then ended, in conformity with accounting principles generally accepted in Mexico. 6. Our audits were performed for the purpose of issuing an opinion on the basic financial statements mentioned in the preceding paragraphs. The supplementary information shown on pages 58 and 59, which comprises the financial summary for 2004 to 2000, was subjected to the auditing procedures applied in the audit of the corresponding basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. This information is presented for purposes of additional analysis and is not a part of such financial statements. PricewaterhouseCoopers Carlos Arreola Enríquez 39 ALFA, S.A. DE C.V. AND SUBSIDIARIES Consolidated balance sheet AT DECEMBER 31, 2004 WITH COMPARATIVE FIGURES FOR 2003 || MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER 2004 2003 ASSETS CURRENT ASSETS: Cash and temporary investments Ps Ps 5,016 Trade accounts receivable 7,420 6,214 Other accounts and notes receivable Inventories (Note 3) Other assets 1,754 6,533 260 1,351 5,331 436 Total current assets from continuing operations 23,051 18,348 Current assets from discontinued operations (Note 14) 10,158 6,945 Total current assets 33,209 25,293 1,206 1,339 29,980 31,292 1,687 1,591 389 809 Total non-current assets from continuing operations 33,262 35,031 Non-current assets from discontinued operations (Note 14) 23,941 24,477 Total non-current assets 57,203 59,508 INVESTMENT IN SHARES OF ASSOCIATED COMPANIES (Notes 1 and 4) PROPERTY, PLANT AND EQUIPMENT (Note 5) DEFERRED CHARGES (Note 2.g) OTHER ASSETS (Note 2.h) Total assets The accompanying sixteen notes are an integral part of these financial statements. 40 7,084 Ps 90,412 Ps 84,801 2004 2003 LIABILITIES AND STOCKHOLDERS’ EQUITY SHORT-TERM LIABILITIES: Current portion of long-term debt (Note 7) Bank loans and notes payable (Note 7) Suppliers Other accounts payable and accrued expenses Ps 1,939 2,085 7,296 2,340 Ps 2,593 1,444 5,283 2,412 13,660 11,732 4,537 3,786 Total current liabilities 18,197 15,518 LONG-TERM LIABILITIES: Long-term debt (Note 7) Other liabilities (Note 2.k) Deferred income tax (Note 13) Estimated liabilities for seniority premiums and pension plans (Notes 2.j and 8) 15,384 36 4,875 798 15,950 Long-term liabilities from continuing operations 21,093 21,770 Long-term liabilities from discontinued operations (Note 14) 11,008 16,588 Total long-term debt 32,101 38,358 Total liabilities 50,298 53,876 STOCKHOLDERS’ EQUITY (Note 9): Majority interest: Nominal capital stock Restatement of capital stock Contributed capital Earned surplus Total majority interest 264 54 318 24,216 24,534 290 3,274 3,564 21,399 24,963 Minority interest 15,580 5,962 Total stockholders’ equity 40,114 30,925 Current liabilities from continuing operations Current liabilities from discontinued operations (Note 14) Ps Total liabilities and stockholders’ equity Ing. Dionisio Garza Medina CHIEF EXECUTIVE OFFICER Ing. Alfonso González Migoya CHIEF FINANCIAL OFFICER 90,412 5,026 794 Ps 84,801 41 ALFA, S.A. DE C.V. AND SUBSIDIARIES Consolidated statements of income FOR THE YEAR 2004 WITH COMPARATIVE FIGURES FOR 2003|| MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER 2004 Net sales Ps Ps 49,217 Cost of sales (46,606) (37,882) Gross margin 12,203 11,335 Operating expenses (6,936) (6,418) Operating income 5,267 4,917 Comprehensive financing expense, net (Note 10) (318) 4,949 (526) (480) 92 (1,634) 3,283 4,035 3,034 (875) (109) 3,051 (882) (105) 2,047 6,235 (1,274) (860) Special item (Note 11) Other expense, net (Note 12) Equity in net income of associated companies Income from continuing operations, before the following provisions Provisions for (Note 13): Income tax and asset tax Employees’ profit sharing Income from continuing operations Income (loss) from discontinued operations, net of income tax, asset tax and employees’ profit sharing (Note 14) Initial effect of a change in accounting principles (Note 5) Ps Consolidated net income Minority interest in: Continuing operations Discontinued operations Initial effect of a change in accounting principles Net income corresponding to minority interest Majority interest in: Continuing operations Discontinued operations Initial effect of a change in accounting principles Net income corresponding to majority interest Earnings (loss) per share applicable to majority interest, in pesos (Note 2.p): Continuing operations Discontinued operations Initial effect of a change in accounting principles Earnings per share applicable to majority interest The accompanying sixteen notes are an integral part of these financial statements. 42 58,809 2003 Ing. Dionisio Garza Medina CHIEF EXECUTIVE OFFICER Ing. Alfonso González Migoya CHIEF FINANCIAL OFFICER Ps 8,012 632 3,243 (213) (468) 219 Ps 1,187 Ps 223 (66) Ps 3,662 Ps 157 Ps 2,419 2,992 (1,061) Ps 1,824 (794) Ps 4,350 Ps 1,030 Ps 4.17 5.15 (1.83) Ps 3.13 (1.36) Ps 7.49 Ps 1.77 ALFA, S.A. DE C.V. AND SUBSIDIARIES Consolidated statement of changes in financial position FOR THE YEAR 2004 WITH COMPARATIVE FIGURES FOR 2003 || MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER 2004 Operations Consolidated net income Net (income) loss from discontinued operations Initial effect of a change in accounting principles Income from continuing operations Ps Items not affecting resources: Depreciation and amortization Equity in net income of associated companies Deferred income tax Other, net 8,012 (6,235) 1,274 3,051 2003 Ps 1,187 860 2,047 2,174 (92) (755) 454 4,832 2,077 (219) (190) 169 3,884 Changes in working capital, other than financing: Accounts receivable Inventories Suppliers Other Resources provided by operations (1,030) (899) 1,930 334 5,167 (937) (141) 346 480 3,632 Investment Investment in shares Property, plant and equipment Other assets Resources provided by (used in) investment activities 3,180 (2,569) 471 1,082 (554) (2,097) (282) (2,933) Resources provided before financing activities 6,249 699 4,129 8,709 12,838 2,589 6,422 9,011 (13,474) (636) (3,613) 293 435 (505) (191) (8,630) 381 Financing Short-term loans Long-term loans Repayment of loans (Decrease) increase in bank financing Reduction in capital stock Changes in restricted cash Increase (decrease) in minority interest Dividends declared by ALFA Dividends of subsidiaries to minority interest Purchase of own shares Loss from options on own shares Resources used in financing activities Increase in cash and temporary investments Cash and temporary investments of acquired companies Cash and temporary investments at beginning of year Cash and temporary investments at end of year from continuing operations 245 (38) (412) (85) (149) (132) (190) 509 16 4,491 (4,217) 2,032 36 5,016 Ps 7,084 Ps 5,016 The accompanying sixteen notes are an integral part of these financial statements. Ing. Dionisio Garza Medina CHIEF EXECUTIVE OFFICER Ing. Alfonso González Migoya CHIEF FINANCIAL OFFICER 43 ALFA, S.A. DE C.V. AND SUBSIDIARIES Consolidated statements of changes in stockholders’ equity FOR THE YEAR 2004 WITH COMPARATIVE FIGURES FOR 2003|| MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER Contributed capital Capital stock Balances at December 31, 2002 Ps 3,612 Retained earnings Ps Changes in 2003: Gain from options on own shares Net income Cumulative translation adjustment Gain from holding nonmonetary assets 1 1,030 Comprehensive income 1,031 Dividends declared by ALFA (0.71 peso cents per share) Dividends of subsidiaries to minority interest Reclassification of accounts of subsidiaries Shares held in treasury, net Changes in minority interest (412) Balances at December 31, 2003 (48) (656) (95) (48) (1,163) 3,564 25,160 Changes in 2004: Net income Cumulative translation adjustment Loss from holding nonmonetary assets Effect of dilution in subsidiaries, net 4,350 (51) Comprehensive income 4,299 Reduction in capital stock (Note 9) Dividends declared by ALFA (0.87 peso cents per share) Dividends of subsidiaries to minority interest Reclassification of accounts of subsidiaries Changes in minority interest (3,246) (505) (4,300) (3,246) Balances at December 31, 2004 (Note 9) The accompanying sixteen notes are an integral part of these financial statements. 44 25,292 Ps 318 (4,805) Ps 24,654 Earned surplus Deficit on restatement of capital Ps (4,952) Cumulative translation adjustment Ps (511) 322 724 724 322 Total Ps 19,829 Total majority interest Ps 23,441 Total Minority stockholders’ interest equity Ps 5,373 Ps 28,814 1 1,030 322 724 1 1,030 322 724 157 58 471 1 1,187 380 1,195 2,077 2,077 686 2,763 (412) (412) (85) (412) (85) (12) (97) (143) (12) (652) 656 (95) 656 (507) (3,572) (189) 56 (666) (666) 56 (367) 21,399 (143) (555) 24,963 5,962 30,925 4,350 56 (666) (51) 4,350 56 (666) (51) 3,662 11 370 51 8,012 67 (296) 3,689 3,689 4,094 7,783 (367) (505) (3,613) (505) (128) (3,613) (505) (128) 4,300 3,933 Ps (305) Ing. Dionisio Garza Medina CHIEF EXECUTIVE OFFICER (872) Ps (133) Ps 24,216 Ing. Alfonso González Migoya CHIEF FINANCIAL OFFICER (4,118) Ps 24,534 5,652 5,524 5,652 1,406 Ps 15,580 Ps 40,114 45 ALFA, S.A. DE C.V. AND SUBSIDIARIES Notes to the consolidated financial statements AT DECEMBER 31, 2004 WITH COMPARATIVE FIGURES FOR 2003 || MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER (EXCEPT WHERE OTHERWISE INDICATED) 1. ACTIVITIES OF ALFA COMPANIES Alfa, S. A. de C. V. (ALFA) is a holding company whose activities are carried out through subsidiary companies, of which it owns or controls, directly or indirectly, the majority of the common stock or which it controls through other means. Its activities are also carried out through associated companies, in whose management it has a significant participation but which it does not control. On November 25, 2003, the Board of Directors resolved to carry out a significant corporate restructuring involving the divestiture of Hylsamex, S. A. de C. V. (Hylsamex). This resolution was confirmed at the extraordinary stockholders’ meeting held on February 4, 2004 (see Notes 9 and 14). Consequently, the assets, liabilities and operations of the steel and steel-making technology business segment are included in the 2004 and 2003 financial statements under the caption “Discontinued Operations”. Generally accepted accounting principles establish that in the event of the disposal of a significant operation, such as is the case of Hylsamex, the financial information relating to that operation be included in the consolidated financial statements under the caption “Discontinued Operations”. The financial statements and notes thereto basically describe continuing operations. The items included in the consolidated financial statements as “Discontinued Operations” for the years presented refer to the financial information of the steel and steel-making technology business segment. All the other items included in the consolidated financial statements, as well as the information disclosed in the notes, except Note 14, exclusively refer to “Continuing Operations”, which are those that will remain as ongoing operations of ALFA. At December 31 the principal subsidiaries and associated companies were: % ownership at December 31, (a) 2004 2003 Continuing operations Petrochemicals and synthetic fibers Alpek, S. A. de C. V. (Holding company) Filamentos Elastoméricos de México, S. A. de C. V. Grupo Centek, S. A. de C. V. Nylon de México, S. A. de C. V. Unimor, S. A. de C.V. Grupo Petrotemex, S. A. de C. V. Dak Americas, L.L.C. (b) Petrocel, S. A. Tereftalatos Mexicanos, S. A. de C. V. Indelpro, S. A. de C. V. Polioles, S. A. de C. V. Polykrón, S. A. de C. V. Teijin Akra, S. A. de C. V. (formerly Fibras Químicas, S. A. de C. V.) (c) Refrigerated and frozen food Sigma Alimentos, S. A. de C. V. (Holding company) Alimentos Finos de Occidente, S. A. de C. V. Sigma Alimentos Centro, S. A. de C. V. Sigma Alimentos Lácteos, S. A. de C. V. Sigma Alimentos Noreste, S. A. de C. V. Grupo Chen, S. de R. L. de C. V. Auto components and other businesses Versax, S. A. de C. V. (Holding company) Colombin Bel, S. A. de C. V. Tenedora Nemak, S. A. de C. V. (Note 9) Nemak, S. A. Nemak Canadá, S. A. de C. V. (d) Nemak Ontario, S. A. de C. V. (d) Terza, S. A. de C. V. 46 100 51 51 100 51 51 100 25 100 100 100 100 100 100 85 51 100 100 100 91 51 51 100 25 100 100 100 100 100 65 100 100 100 100 51 51 100 100 100 100 91 100 100 100 100 100 80 51 100 100 100 ALFA, S.A. DE C.V. AND SUBSIDIARIES % ownership at December 31, (a) 2004 2003 Telecommunications Onexa, S. A. de C. V. (Holding company) (c) Alestra, S. de R. L. de C. V. (c) Other companies Alfa Corporativo, S. A. de C. V. Dinámica, S. A. de C. V. Discontinued operations (Note 14) Steel and steel-making technology Hylsamex, S. A. de C. V. (Holding company) (Note 9) Galvak, S. A. de C. V. Acerex, S. A. de C. V. Hylsa, S. A. de C. V Consorcio Minero Benito Juárez, Peña Colorada, S. A. de C. V. Hylsa Norte, S. A. de C. V. Hylsa Puebla, S. A. de C. V. Hylsa Latin, L.L.C. Consorcio Siderurgia Amazonia, Ltd. Siderúrgica del Orinoco, C. A. (Sidor) 51 51 51 100 100 43 51 100 100 100 100 100 12 90 51 51 100 100 60 100 100 100 37 51 51 100 100 60 (a) % ownership ALFA has in the holding companies of each business group and % ownership these holding companies have in their subsidiaries. (b) Subsidiary companies headquartered in North Carolina, U. S. A. (c) Mexican associated companies (see Note 4). (d) Companies jointly owning a 100% interest in Nemak of Canada Corporation, a subsidiary company located in Canada. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements comprise those of ALFA and all its subsidiaries. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in Mexico, including the standard requiring comprehensive recognition of the effects of inflation on the financial information. Consequently, all financial statements, including those of prior periods presented for comparative purposes, are stated in constant pesos of December 31, 2004 purchasing power. The financial statements of the foreign subsidiaries and associated companies are conformed to accounting principles generally accepted in Mexico. The related cumulative translation adjustment is recorded directly in stockholders’ equity. The preparation of the financial information in accordance with accounting principles generally accepted in Mexico requires management to make estimates and assumptions that affect the reported amounts at the date of the financial statements. Actual results could differ from those estimates. The most important indexes (National Consumer Price Index - NCPI) used to reflect the effects of inflation on the financial statements were: 112.550, 106.996 and 102.904 at December 31, 2004, 2003 and 2002, respectively (second half of June 2002 = 100). Following is a summary of the most significant accounting policies: (a) Temporary investments These investments are stated at market value. The differences in value between the investment date and the balance sheet date are recorded in the statement of income under the caption comprehensive financing income (expense). (b) Inventories and cost of sales (Note 3) Inventories are stated at estimated replacement cost, basically at the latest purchase prices and production costs of the year. The amounts shown for inventories do not exceed market value. The cost of sales is shown based on the estimated replacement costs prevailing on the dates when the sales were effected. (c) Investment in shares of associated companies (Note 4) The investment in associated companies is accounted for by the equity method. In accordance with this method, changes in the carrying amount of the shares derive from the changes occurring after the acquisition date in the stockholders’ equity accounts of the investees. (d) Absorption (dilution) of control in subsidiary and associated companies (Note 9) The effect of absorption (dilution) of control in subsidiary and associated companies comprises an increase in the percentage of control and is recorded in the stockholders’ equity, directly in the retained earnings account, in the period in which the transactions that cause such effects occur. The effect of absorption (dilution) of control is determined by comparing the book value of the investment based on the equity before the absorption (dilution) of control against the book value, after the relevant event. 47 ALFA, S.A. DE C.V. AND SUBSIDIARIES e. Property, plant, equipment and depreciation (Note 5) Property, plant and equipment and the related accumulated depreciation are stated at cost restated by applying factors derived from the NCPI to the historical cost, except for machinery and equipment of foreign origin, which are stated at cost restated by applying factors derived from the general inflation index of the country of origin to the corresponding foreign currency amounts and translating those amounts to pesos at the exchange rate prevailing at the closing date. Depreciation is calculated by the straight-line method based on the estimated useful lives of the assets as determined by the companies. The net comprehensive financing expense (or income) incurred to finance construction in progress is capitalized as part of the cost of these assets until they become operational on a normal basis. f. Impairment of long-lived assets and their disposal (Note 5) On January 1, 2004 the Company adopted the standards contained in Statement C-15 “Impairment of Long-Lived Assets and Their Disposal” issued by the Mexican Institute of Public Accountants. This Statement contains general standards covering the identification, determination and, where appropriate, recording of losses due to impairment or reduction in value of long-lived assets, tangible or intangible, including goodwill. g. Deferred charges This caption is stated at cost restated by applying factors derived from the NCPI to the historical cost. It comprises principally the excess of cost over book value of shares of subsidiaries and associated companies, expenses for placement of debt, costs of development and implementation of integral computer systems and preoperating expenses, all of which are subject to amortization. h. Other assets This caption mainly comprises an intangible asset related to the pension plan. i Transactions in foreign currency and exchange differences (Note 6) Monetary assets and liabilities in foreign currencies, mainly U.S. dollars, are stated in Mexican currency at the rates of exchange in effect at the balance-sheet date. Exchange differences arising from changes in exchange rates between the transaction and settlement dates or the balance-sheet date are charged or credited to income. j. Estimated liabilities for seniority premiums and pension plans (Note 8) The cost of the employee retirement plans (pension, health-care expenses and seniority premiums), both formal and informal, is recognized as an expense of the years in which the services are rendered in accordance with actuarial studies made by independent actuaries. Other compensation based on length of service to which employees may be entitled in the event of dismissal or death, in accordance with the Mexican Labor Law, is charged to income in the year in which it becomes payable. k. Derivative financial instruments Assets and liabilities arising from derivative financial instruments are stated at fair value and are included in the balance sheet as other assets or liabilities. The differences between the fair value and the acquisition cost (including purchase expenses and premiums or discounts), as well as gains and losses incurred, are recorded directly in income, except for those arising from financial transactions on ALFA’s own shares, which are recorded directly in stockholders’ equity net of income tax. l. Shares held in treasury The maximum limit for the acquisition of ALFA’s own shares is determined based on stockholders’ resolutions. Shares acquired are held in treasury and their acquisition cost is charged to stockholders’ equity, as follows: a portion is charged to capital stock at restated theoretical value and the difference to retained earnings. These amounts are stated at cost restated by applying factors derived from the NCPI to the historical cost. m. Revenue recognition The companies recognize revenues when merchandise is delivered and billed to customers. The revenues and the accounts receivable are recorded net of allowances for returns and doubtful accounts, respectively. n. Comprehensive financing income (expense) (Note 10) This item is determined by grouping in the statement of income all interest and other financial income and expense, exchange gains and losses, and the gain or loss on monetary position. The gain or loss on monetary position represents the effect of inflation, as measured by the NCPI, on the Company’s monthly net monetary assets or liabilities during the year. o. Income tax, asset tax and employees’ profit sharing (Note 13) Income tax and employees’ profit sharing are recorded by the accounting method requiring recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of all assets and liabilities and their respective tax bases. ALFA and its subsidiaries file consolidated income tax and asset tax returns in accordance with the applicable regulations. p. Earnings per share Earnings per share are computed on the basis of the weighted average number of common shares outstanding during the year. There are no effects arising from potentially dilutive shares. q. Comprehensive income The transactions recorded in the various captions relating to earned surplus for the year, other than those carried out among stockholders, are included in the statement of changes in stockholders’ equity under the caption comprehensive income (loss). 48 ALFA, S.A. DE C.V. AND SUBSIDIARIES 3. INVENTORIES Consolidated inventories were analyzed as follows: 2004 2003 Finished goods Raw materials and work in process Other Ps 2,579 2,824 1,130 Ps 2,068 2,122 1,141 Estimated replacement cost Ps 6,533 Ps 5,331 4. INVESTMENT IN SHARES OF ASSOCIATED COMPANIES This investment comprised the following: 2004 Onexa /Alestra Teijin Akra Other Ps 674 208 532 1,414 (208) Less - Impairment in value of investment Ps 1,206 2003 Ps 701 284 354 1,339 Ps 1,339 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment comprised the following: 2004 Land Depreciable assets Construction in progress and other assets Accumulated depreciation Less - Impairment in value of assets Net restated cost Ps 2,011 49,169 2,301 53,481 (22,095) 31,386 (1,406) Ps 29,980 2003 Ps 1,959 47,354 2,227 51,540 (20,248) 31,292 Ps 31,292 In accordance with the provisions of Statement C-15, as a result of studies carried out to assess the recoverability of the Company’s long-lived assets, at January 1, 2004 the Company determined an initial impairment in the net book value of such assets of Ps1,406, mainly in the petrochemicals and synthetic fibers business segment, and Ps208 in the book value of its investment in associated companies (see Note 4 above), net of income tax of Ps340 (see Note 13); the net amount of Ps1,274 was charged to the statement of income for the year ended December 31, 2004 as an initial effect of a change in accounting principles. In making such determination, the Company evaluated the performance of its various business segments, products and related product lines. The study made by the Company at December 31, 2004 did not reflect any additional impairment or any recovery of the impairment initially recorded. Depreciation charged to income represented annual average rates of 4.3% in 2004 and 3.9% in 2003. 6. FOREIGN CURRENCY POSITION At December 31, 2004 and 2003, the exchange rates were 11.26 and 11.23 nominal pesos to the U.S. dollar, respectively. At January 24, 2005, date of issuance of these audited financial statements, the exchange rate was 11.25 nominal pesos to the dollar. Amounts shown below are expressed in millions of U.S. dollars (US$), since this is the currency in which most of the companies’ foreign currency transactions are carried out. 49 ALFA, S.A. DE C.V. AND SUBSIDIARIES At December 31, 2004 the companies had the following foreign currency assets and liabilities: Mexican subsidiaries Foreign subsidiaries Total Monetary assets Current liabilities Long-term liabilities US$ 741 (657) (874) US$ 246 (216) (197) Foreign currency monetary position US$ (790) US$ (167) US$ (957) Nonmonetary assets US$ US$ 478 US$ 2,189 1,711 US$ 987 (873) (1,071) The nonmonetary assets of the Mexican subsidiaries (inventories, machinery and equipment) mentioned above are those manufactured outside Mexico and are stated at their net restated cost. Following is a consolidated summary of the transactions in foreign currency carried out by the Mexican subsidiaries: 2004 Goods and services: Exports Imports US$ 938 (1,359) (421) Interest: Income Expense 2003 US$ 26 (81) (55) 879 (1,048) (169) 27 (97) (70) Net outflow US$ (476) US$ (239) Imports of machinery and equipment US$ (47) US$ (34) 7. SHORT-TERM BANK LOANS AND LONG-TERM DEBT At December 31 the consolidated bank loans and current notes payable caption comprised the following: 2004 Bank loans Notes payable 2003 Ps 1,990 95 Ps 1,178 266 Ps 2,085 Ps 1,444 At December 31 the long-term debt of ALFA and its subsidiaries comprised the following: 2004 Loans in U.S. dollars: Bank loans secured by accounts receivable and by the assets acquired Bank loans secured by export sales (a) Unsecured bank loans (b) Other Loans in Mexican currency: Unsecured bank loans Unsecured - Debt certificates Ps (*) Nominal weighted average rates effective at December 31, 2004. 50 Ps 2,570 1,000 17,323 (1,939) Current maturities Long-term debt 4,273 1,000 7,836 644 Ps 15,384 Ps 2003 Interest rate (*) 2004 2,853 3,323 8,414 2,075 3.24% 10.75% 5.97% 3.76% 826 1,052 18,543 (2,593) 6.02% 7.54% 15,950 ALFA, S.A. DE C.V. AND SUBSIDIARIES At December 31, 2004 long-term debt maturities were as follows: 2006 2007 2008 2009 onwards Ps 1,584 1,821 6,285 5,694 Ps 15,384 (a) There are deposits made in cash (restricted cash) to guarantee future related interest. At December 31, 2004 and 2003, these deposits amounted to US$2.5 million and US$27.2 million, respectively, equivalent to Ps28 and Ps306, respectively. They are included in the balance sheet under the caption ”Other assets”. (b) These loans include cross currency swap agreements entered into by a subsidiary with financial intermediaries for a total amount of Ps1,000 (notional amount). These agreements stipulate, among other things, the obligation for the subsidiary to make semiannual payments which are determined by applying variables rates to the notional amount. The current bank loan agreements contain the usual covenants, covering the maintenance of certain financial ratios, payment of dividends, submission of financial information, etc. In the event noncompliance with such ratios is not cured in a time period satisfactory to the banks, the latter may require immediate payment of the entire indebtedness. At December 31, 2004, the companies were in compliance with such covenants and restrictions. At December 31, 2004 accounts receivable of Ps291, property, plant and equipment of Ps702 and shares of subsidiaries with a book value of Ps611, were pledged to guarantee liabilities totaling Ps4,273. 8. ESTIMATED LIABILITIES FOR SENIORITY PREMIUMS AND PENSION PLANS The valuation of the liabilities for employee retirement plans both formal (covering approximately 36% of the companies’ employees in 2004 and 39% in 2003) and informal, covers all employees and is based primarily on their years of service, their present age and their remuneration at date of retirement. During 2004 certain subsidiaries of ALFA modified some of their most important retirement programs to convert them into defined contribution schemes. In accordance with the structure of these new plans, the reduction in labor liabilities associated with this modification will be reflected progressively over the next years. The principal subsidiaries of ALFA have established irrevocable trust funds for payment of pensions and seniority premiums and health-care expenses. Contributions amounted to Ps31 in 2004 (Ps21 in 2003). Following is a summary of the principal consolidated financial data relative to these obligations: 2004 2003 Accumulated benefit obligation Ps 1,920 Ps 1,757 Unfunded accumulated benefit obligation Ps 622 Ps 657 Projected benefit obligation Plan assets at market value Unamortized prior service costs (transition liability) Unamortized actuarial gains and losses, net Unfunded accrued seniority premiums and pension cost Additional liability Ps 2,462 (1,584) (375) 83 586 212 Ps 2,480 (1,257) (476) (212) 535 259 Estimated liability for seniority premiums and pension plans Ps 798 Ps 794 Net cost for the period Defined contribution component Ps (151) (12) Ps (186) Net cost for the year Ps (163) Ps (186) Prior service cost (transition liability), plan amendment costs and actuarial gains and losses are recorded through charges to income by the straight-line method over the average remaining service life of the employees expected to receive the benefits, as follows: Amortization period: Transition liability Unamortized actuarial gains and losses Weighted real discount rate Real estimated return at long-term on plan assets 2004 2003 12 years 19 years 5.0% 7.0% 12 years 19 years 5.0% 6.5% 51 ALFA, S.A. DE C.V. AND SUBSIDIARIES 9. STOCKHOLDERS’ EQUITY At the extraordinary meeting held on February 4, 2004, the stockholders resolved to reduce the Company’s capital stock and stockholders’ equity through a reimbursement in kind, which involved making a pro rata distribution among its stockholders of 197,334,903 Ordinary Participation Certificates (CPOs) issued by Nacional Financiera, S.N.C. (NAFIN). These CPOs represents the same number of shares of Hylsamex, equivalent to 38.97% of its capital stock (see Note 14). In order to effect this reimbursement, it was resolved to reduce the nominal capital stock by Ps26, without affecting the number of outstanding shares, the restatement of capital stock by Ps3,220 and the deficit on restatement of capital by Ps367, so as to reduce ALFA’s stockholders’ equity by an amount equal to 38.97% of Hylsamex’s stockholders’ equity. At the above-mentioned meeting, the stockholders also resolved to modify certain Company by-laws relating to the shares representing ALFA’s capital stock by classifying them, as follows: (a) Class “I” shares, representing the entire fixed minimum portion of the capital stock without right of withdrawal, and (b) Class “II” shares, representing all the shares comprising the variable portion of the capital stock, with right of withdrawal. The capital stock will remain variable, with a fixed minimum of Ps274 without right of withdrawal. The subscribed and paid-in capital stock is represented by 600,000,000 Class “I” Series “A” nominative shares without par value. The variable portion with right of withdrawal will be represented by Class “II” nominative shares without par value of any of the Series “A”, “L” and/or “C”; the two latter Series may not at any time jointly exceed 25% of the total capital stock. In July 2004, ALFA recognized its dilution in Hylsamex as a result of the issuance of 101.1 million Hylsamex shares representing common stock with limited voting rights placed by Hylsamex in the domestic and international markets in which subscription ALFA did not participate. The dilution effect amounted to Ps250, which was charged to the stockholders´ equity. From that date onwards, ALFA owns 43% of Hylsamex’s capital stock, maintaining control for consolidation purposes in accordance with generally accepted accounting principles. Simultaneously, in December 2004 ALFA recognized through its subsidiary Versax an absorption of control in Tenedora Nemak in the amount of Ps199; the net effect of (Ps51) resulting from the dilution in Hylsamex and the absorption in Tenedora Nemak is shown in the statement of changes in stockholders’ equity for the year ended December 31, 2004. At December 31, 2004 the restated amounts of stockholders’ equity were as follows: Nominal amount Contributed capital: Capital stock Earned surplus: Retained earnings Deficit on restatement of capital Cumulative translation adjustment Ps Total earned surplus Total majority interest Minority interest Consolidated stockholders’ equity Ps 264 Restatement Ps 54 Restated amount Ps 318 16,049 8,605 (305) (133) 24,654 (305) (133) 16,049 16,313 12,333 8,167 8,221 3,247 24,216 24,534 15,580 28,646 Ps 11,468 Ps 40,114 At December 31, 2004 the capital stock was variable, with a fixed minimum of Ps264 without right of withdrawal. The subscribed and paid-in capital stock was represented by Class “I” Series “A” nominative shares without par value. Ownership of Series “A” shares is restricted to Mexicans. At December 31, 2004, ALFA had 19,450,800 shares held in treasury; each such share had a market value of 57.00 pesos. Dividends paid from retained earnings which have not previously been taxed are subject to an income tax payable by the Company, which may be credited against the income tax payable by the Company in the year in which the dividends are paid and in the two following years. The (deficit) surplus on restatement of capital comprises principally the (loss) gain from holding nonmonetary assets and represents the difference between restating these assets by the specific cost method and restating them based on inflation measured in terms of the NCPI. 52 ALFA, S.A. DE C.V. AND SUBSIDIARIES 10. COMPREHENSIVE FINANCING EXPENSE, NET 2004 Financial expense Financial income Exchange gain (loss), net Gain on monetary position Ps Portion capitalized in property, plant and equipment (1,169) 172 75 603 (319) 2003 Ps 1 Ps (318) (1,155) 144 (1,145) 413 (1,743) 109 Ps (1,634) 11. SPECIAL ITEM At December 31, 2004 there existed restricted funds of US$46.4 million, equivalent to Ps526, deposited to cover the financial obligations of associated companies, which were fully reserved at that date; this reserve is included in the statement of income for the year ended December 31, 2004, under the caption “Special item”. 12. OTHER EXPENSE, NET At December 31 this caption comprised the following: 2004 Severance compensation Write-off of assets of operations closed down Other expenses, net ( 2003 Ps (79) (347) (54) Ps (105) (155) (208) Ps (480) Ps (468) 13. INCOME TAX, ASSET TAX AND EMPLOYEES’ PROFIT SHARING The net charge to consolidated income for income tax was as follows: 2004 2003 Currently payable Deferred Ps (1,630) 755 Ps (1,072) 190 Total income tax Ps (875) Ps (882) The reconciliation between the statutory and effective income tax rates is shown below: 2004 Income before income tax and employees’ profit sharing Equity in net income of associated companies Ps Ps Income tax at statutory rate (33% and 34%, respectively) Add (deduct) effect of income tax on: Permanent differences in comprehensive financing expense (Recovery) cancellation of allowance for unrecoverable tax loss carryforwards and asset tax credits Other permanent differences, net Total income tax provision charged to income, before effect of reduction in statutory income tax rate Effect on deferred income tax of reduction in statutory income tax rate (1) Ps Total income tax provision charged to income Ps Effective income tax rate 4,035 (92) 3,943 (1,301) 2003 Ps 3,034 (219) Ps 2,815 Ps (957) 40 (27) (673) 378 254 (152) (1,556) 681 (882) (875) 39.4% Ps (882) 31.3% 53 ALFA, S.A. DE C.V. AND SUBSIDIARIES At December 31 the principal temporary differences requiring recognition of deferred income tax were analyzed as follows: 2004 Inventories Property, machinery and equipment, net Asset valuation allowances Estimated liabilities Tax loss carryforwards Ps Income tax at statutory rate applicable to temporary differences (1) Deferred income tax Recoverable asset tax Deferred income tax asset Deferred income tax liability, net 5,026 14,215 (845) (644) (116) 17,636 2003 Ps 28% 4,938 (223) 160 Ps 4,875 3,267 15,603 (383) (235) 494 18,746 32% 5,999 (1,077) 104 Ps 5,026 (1) In accordance with the amendments to the Mexican Income Tax Law published on December 1, 2004, the corporate income tax rate for the year 2005 will be reduced to 30%; this rate will be reduced by 1% annually until reaching a 28% rate in the year 2007. This change resulted in a decrease of Ps681 in the amount of deferred income tax payable recorded at December 31, 2004. Such amount was credited to 2004 income. The deferred income tax recorded at December 31 was (charged) credited to the following accounts: 2004 Balance from prior year Income for the year Initial effect of a change in accounting principles Deficit on restatement of capital Ps Total Ps 2003 (5,999) 755 340 (34) Ps (4,938) Ps (5,665) 190 (524) (5,999) Employees’ profit sharing is determined separately in each subsidiary at the rate of 10% on the taxable income adjusted as prescribed by the Income Tax Law. 14. DIVESTITURE OF HYLSAMEX At a meeting held on February 4, 2004, the Company’s Stockholders approved carrying out a significant corporate restructuring consisting of a two-stage divestiture of Hylsamex from the Company’s portfolio of businesses, by reducing ALFA’s capital stock and stockholders’ equity and distributing among the Company’s stockholders all the shares it owns in Hylsamex, with the first reduction of capital taking effect immediately and further resolving to instruct the Company’s Board of Directors to call the shareholders to an additional extraordinary meeting during the first quarter of 2005 at which the proposal to implement the second reduction will be presented for approval. Consequently, the assets, liabilities and operations of the steel and steel-making technology business segment are included in the 2004 and 2003 financial statements under the caption “Discontinued Operations”. Taking into consideration that on February 2004 the Hylsamex shares owned by ALFA were pledged to guarantee loans payable by the former in accordance with a “Caución Bursátil” agreement, the first capital reduction took place through the issuance of Ordinary Participation Certificates (CPOs). In July 2004, the “Caución Bursátil”over Hylsamex shares was extinguished, and the CPOs were canceled and exchanged for shares free of lien. 54 ALFA, S.A. DE C.V. AND SUBSIDIARIES A summary of the discontinued operations as of and for the years ended December 31, 2004 and 2003, is as follows: 2004 Balance sheet Assets Current assets: Cash and temporary investments Trade accounts receivable Inventories Other current assets Total current assets Investment in shares of associated companies Property, plant and equipment Deferred charges Other non-current assets Total non-current assets Total assets Liabilities and stockholders’ equity Current portion of debt Other current liabilities Total current liabilities Long-term debt Other long-term liabilities Total long-term liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity Statement of income Net sales Cost of sales Operating expenses Operating income Comprehensive financing expense, net Taxes and other Consolidated net income (loss) Minority interest Majority net income (loss) Statement of changes in financial position Consolidated net income (loss) Depreciation and amortization Equity in income of associated companies Deferred income tax Others items not affecting resources Changes in working capital Resources provided by operations Investment in property, plant and equipment Other investments Financing, net Changes in cash and temporary investments Ps 2003 1,413 4,483 4,249 13 10,158 1,220 20,722 1,625 374 23,941 Ps 1,009 3,254 2,607 75 6,945 709 21,571 1,788 409 24,477 Ps 34,099 Ps 31,422 Ps 332 4,205 4,537 7,159 3,849 11,008 15,545 18,554 Ps 770 3,016 3,786 12,219 4,369 16,588 20,374 11,048 Ps 34,009 Ps 31,422 Ps 26,760 (17,942) (1,423) 7,395 (641) (519) 6,235 (51) Ps 16,806 (14,815) (1,260) 731 (1,629) 38 (860) (18) Ps 6,184 Ps (878) Ps 6,235 1,427 (781) 1,008 105 (2,735) 5,259 (539) 38 (4,352) Ps (860) 1,437 (315) (73) 178 50 417 (611) (92) 658 Ps 406 Ps 372 55 ALFA, S.A. DE C.V. AND SUBSIDIARIES 15. INFORMATION BY BUSINESS SEGMENT The Company controls and evaluates its continuing operations through three units: Alpek (petrochemicals and synthetic fibers), Sigma (refrigerated and frozen food) and Versax (auto components and other businesses). These operating units are managed independently because their products and the markets they serve are different. Their activities are carried out through various subsidiary companies. The accounting policies followed by the operating units mentioned above are similar to those described in Note 2. The information by business segment is as follows: Alpek 2004 Income Net sales from continuing operations -Mexico -United States -Canada -Other countries Operating income Comprehensive financing expense, net Income tax, asset tax and employee´s sharing Net income from continuing operations Net income (loss) from discontinued operations Initial effect of a change in accounting principles Net income Financial position Current assets from continuing operations Current assets from discontinued operations Non-current assets from continuing operations Non-current assets from discontinued operations Ps 31,770 16,769 10,148 14 4,839 2,426 (139) (33) 1,710 2003 Ps 25,634 13,327 9,600 (1,201) 509 Ps 11,220 Sigma Ps 2004 Ps 14,146 12,861 278 2003 Ps 12,190 11,365 90 2,707 2,042 (914) (466) 227 1,007 1,661 (82) (463) 1,008 735 1,696 (150) (566) 908 227 1,008 908 9,441 Ps 5,213 Ps 3,001 18,098 19,409 6,223 Total assets Ps 29,318 Ps 28,850 Ps 11,436 Ps 8,006 Current liabilities from continuing operations Current liabilities from discontinued operations Long-term liabilities from continuing operations Long-term liabilities from discontinued operations Ps Ps Ps Ps 1,577 9,918 11,952 4,637 Total liabilities Ps 19,564 Ps 19,290 Ps 6,787 Ps 4,396 Ps Ps Ps Ps 908 Changes in financial position Consolidated net income Net (income) loss from discontinued operations Initial effect of a change in accounting principles Depreciation and amortization Equity in income of associated companies Deferred income tax Other ítems not affecting resources Changes in working capital Resources provided by operations Investment in property, plant and equipment Other investments Financing, net 9,646 509 1,201 1,189 65 (549) (55) 430 2,790 (716) (429) (1,577) Changes in cash and temporary investments Ps Other data Exports and foreign sales of subsidiaries (Millions of US dollars) Personnel US$ 68 1,293 4,502 7,338 227 1,226 167 66 (3) (538) 1,145 (490) 13 (808) Ps (140) US$ 1,060 4,615 2,150 1,008 5,005 2,819 473 396 56 3 (311) 1,229 (1,326) (417) 1,808 4 39 (1) 1,346 (867) (97) 14 Ps 1,294 Ps US$ US$ 111 19,463 396 71 15,890 16. NEW ACCOUNTING PRONOUNCEMENTS On January 1, 2005 the standards contained in Statement B-7 “Business acquisitions”, Statement C-2 “Financial instruments”, Statement C-10 “Derivative financial instruments and hedge transactions” and Statement D-3 “Labor liabilities” issued by the Mexican Institute of Public Accountants became effective. At the date of issuance of the these financial statements management was carrying out a study to determine the effect of these new statements on the financial statements from January 1, 2005, and the corresponding effects, if any, will be recognized in 2005. 56 ALFA, S.A. DE C.V. AND SUBSIDIARIES Versax 2004 Ps 12,599 3,210 5,433 3,544 412 1,179 (26) (233) 672 Subtotal 2003 Ps 11,025 2,531 6,031 2,208 255 1,100 (396) (264) 342 672 Ps 5,268 2004 Ps 5,010 58,515 32,840 15,859 3,558 6,258 5,266 (247) (729) 3,390 2003 Ps 48,849 27,223 15,721 2,208 3,697 4,838 (1,460) (1,296) 1,477 (1,201) 2,189 342 Ps Other companies, discontinued operations and eliminations Ps 2004 Ps Ps 17,452 2003 Ps 1 (71) (255) (339) 6,235 (73) 5,823 1,477 21,701 294 294 Ps 1,350 10,158 1,503 23,941 Consolidated 368 368 2003 Ps 58,809 33,134 15,859 3,558 6,258 5,267 (318) (984) 3,051 6,235 (1,274) 8,012 Ps 49,217 27,591 15,721 2,208 3,697 4,917 (1,634) (987) 2,047 (860) Ps 23,051 10,158 33,262 23,941 Ps 18,348 6,945 35,031 24,477 Ps 90,412 Ps 84,801 553 3,786 1,284 16,588 Ps 13,660 4,537 21,093 11,008 Ps 11,732 3,786 21,770 16,588 79 (174) 309 570 (860) (290) Ps 2004 896 6,945 3,013 24,477 1,187 7,438 7,604 31,759 32,018 Ps 12,706 Ps 12,614 Ps 53,460 Ps 49,470 Ps 36,952 Ps 35,331 Ps Ps Ps 14,020 Ps 11,179 Ps Ps 5,715 19,899 20,486 Ps 33,919 Ps 31,665 Ps 16,379 Ps 22,211 Ps 50,298 Ps 53,876 Ps Ps 1,477 Ps 5,823 (6,235) 73 32 (157) (238) 263 434 (5) 56 4,474 (4,206) Ps Ps Ps 319 Ps 2,224 2,264 5,344 Ps 7,568 Ps 7,979 Ps Ps 342 672 480 419 (24) 243 (218) 1,153 (583) 23 (242) 18 40 (138) 681 (753) (50) 809 Ps 351 US$ 809 7,629 Ps US$ 687 732 7,419 Ing. Dionisio Garza Medina CHIEF EXECUTIVE OFFICER 2,189 1,201 2,142 65 (517) 191 (99) 5,172 (2,625) (823) (11) 2,041 167 88 76 (677) 3,172 (2,110) (134) 15 Ps 1,713 Ps US$ US$ 1,863 27,924 2,213 31,594 943 Ps Ing. Alfonso González Migoya CHIEF FINANCIAL OFFICER (360) 4,537 1,194 11,008 10,475 (290) 860 36 (386) (278) 93 425 460 13 (702) (205) (434) 9,971 8,012 (6,235) 1,274 2,174 (92) (755) 454 335 5,167 (2,569) 3,651 (4,217) 1,187 860 2,077 (219) (190) 169 (252) 3,632 (2,097) (836) (190) Ps 2,032 Ps US$ US$ 1,863 37,895 2,213 42,069 509 57 ALFA, S.A. DE C.V. AND SUBSIDIARIES Financial summary FOR THE YEARS 2004 TO 2000 || MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER|| (EXCEPT PER SHARE DATA) 2004 2003 2002 2001 2000 58,809 Ps 49,217 Ps 41,854 Ps 38,529 Ps 37,879 5,267 4,917 4,927 3,966 4,818 Comprehensive financing expense, net Special item and other (expense) income, net Equity in income (loss) of associated companies Income tax, asset tax and employees’ profit sharing Income from continuing operations (318) (1,006) 92 (984) 3,051 (1,634) (468) 219 (987) 2,047 (1,823) 428 (624) (834) 2,074 (80) (644) (358) 124 3,008 (690) (255) (209) (1,229) 2,435 Income (loss) from discontinued operations, net of income tax, asset tax and employees’ profit sharing Initial effect of a change in accounting principles 6,235 (1,274) (860) (982) (2,935) INCOME Net sales Ps Operating income Ps 8,012 Ps 1,187 Ps 1,092 Ps 73 Ps 2,636 Net income (loss) corresponding to minority interest Ps 3,662 Ps 157 Ps (436) Ps (339) Ps 571 Ps 4,350 Ps 1,030 Ps 1,528 Ps 412 Ps 2,065 Ps 23,051 10,158 33,262 23,941 Ps 18,348 6,945 35,031 24,477 Ps 16,618 6,557 32,304 24,729 Ps 17,670 5,283 30,620 25,211 Ps 17,692 7,002 35,181 28,706 Total assets Ps 90,412 Ps 84,801 Ps 80,208 Ps 78,784 Ps 88,581 Current liabilities from continuing operations Current assets from discontinued operations Non-current assets from continuing operations Non-current assets from discontinued operations Total liabilities Ps 13,660 4,537 21,093 11,008 50,298 Ps 11,732 3,786 21,770 16,588 53,876 Ps 10,733 3,035 21,132 16,493 51,393 Ps 10,373 7,659 21,237 13,258 52,527 Ps 10,370 5,740 25,880 16,545 58,535 40,114 30,925 28,815 26,257 30,046 Total liabilities and stockholders’ equity Ps 90,412 Ps 84,801 Ps 80,208 Ps 78,784 Ps 88,581 Majority interest Ps 24,534 Ps 24,963 Ps 23,442 Ps 20,709 Ps 21,905 Investment in property, plant and equipment of the year Ps Ps Ps Ps Ps Consolidated net income Net income corresponding to majority interest FINANCIAL POSITION Current assets from continuing operations Current assets from discontinued operations Non-current assets from continuing operations Non-current assets from discontinued operations Consolidated stockholders’ equity Depreciation and amortization of the year 58 201 2,569 2,174 2,097 2,077 2,011 1,809 3,244 1,667 3,069 1,710 2004 2003 2002 2001 2000 PER SHARE DATA Mexican Pesos of December 31, 2004 Purchasing Power Net income from continuing operations Ps 4.17 Ps 5.15 (1.83) Net income (loss) from discontinued operations Initial effect of a change in accounting principles 3.13 Ps (1.36) 3.79 Ps (1.19) 4.73 Ps (4.04) 3.20 0.26 Net income Ps 7.49 Ps 1.77 Ps 2.60 Ps 0.69 Ps 3.46 Stockholders’ equity Ps 42.26 Ps 43.00 Ps 39.84 Ps 35.20 Ps 36.56 0.87 0.71 0.44 0.63 1.29 57.00 35.45 18.30 11.82 15.55 Price at year end / net income 7.61 20.06 7.04 17.03 4.49 Price at year end / stockholders’ equity 1.35 0.82 0.46 0.34 0.43 Dividends Price at year end (a) Number of outstanding shares (b) 580,549,200 580,549,200 588,379,200 588,379,200 599,219,000 Weighted average number of outstanding shares (c) 580,549,200 583,066,844 588,379,200 592,547,302 596,193,110 OTHER INDICATORS Current ratio 1.82 1.63 1.65 1.29 1.53 Total liabilities to total assets 0.56 0.64 0.63 0.66 0.66 Total liabilities to stockholders’ equity 1.25 1.74 1.74 1.94 1.92 Consolidated net income to average total assets (%) 9.15 1.44 1.40 0.09 2.98 22.56 3.97 3.97 0.26 7.55 Interest-bearing debt, net of cash to cash flow from continuing operations (d) 1.67 2.11 2.17 2.62 2.73 Interest coverage from continuing operations (e) 7.46 6.92 6.99 4.16 3.68 Consolidated net income to average stockholders’ equity (%) (a) (b) (c) (d) (e) Market value on the basis of quotations in the Bolsa Mexicana de Valores, S. A. de C. V. Equals number of outstanding shares at December 31 of each year. Weighted average number of outstanding shares during the year. Cash flow comprises: operating income plus depreciation and amortization. Cash flow / Financial expense, net. 59 ALFA, S.A. DE C.V. AND SUBSIDIARIES Significant quarterly information MILLIONS OF MEXICAN PESOS OF DECEMBER 31, 2004 PURCHASING POWER || (EXCEPT PER SHARE DATA WHICH ARE IN PESOS) Quarters 2004 2nd. 3rd. 1st. Net sales 14,165 Ps 14,923 Ps 16,317 1,200 1,337 1,366 1,364 Income from continuing operations 700 450 851 1,050 Income from discontinued operations 728 1,459 1,393 2,655 Consolidated net income 360 1,909 2,037 3,706 Net income corresponding to majority interest 214 1,107 1,123 1,906 Income per share from continuing operations 0.99 0.64 1.22 1.32 Income per share from discontinued operations 0.85 1.27 1.08 1.95 Loss per share from initial effect of a change in accounting principles (1.47) Income per share (1) 0.37 1.91 1.94 3.27 Price per share: Highest Lowest At closing 43.88 32.66 43.88 46.19 35.60 40.17 43.83 36.52 43.83 57.80 41.04 57.00 Book value per share (2) 35.81 37.00 38.90 42.26 Operating income 60 Ps 13,404 Ps 4th. (0.36) Quarters 2003 2nd. 3rd. 1st. Net sales 11,639 Ps 12,388 Ps 12,704 1,274 1,263 1,295 1,085 361 610 412 664 (410) 495 (278) (667) Consolidated net (loss) income (49) 1,106 133 (3) Net (loss) income corresponding to majority interest (40) 958 95 17 Operating income Ps 12,486 Income from continuing operations (Loss) income from discontinued operations Ps 4th. Income per share from continuing operations 0.56 0.86 0.62 1.09 (Loss) income per share from discontinued operations (0.62) 0.77 (0.45) (1.06) (Loss) income per share (1) (0.06) 1.63 0.17 0.03 Price per share: Highest Lowest At closing 18.67 16.03 16.67 23.98 16.59 22.63 30.04 21.92 28.41 36.72 27.96 35.45 Book value per share (2) 39.52 40.93 42.18 43.00 NOTE The quarterly information contained in this page was not audited in conformity with generally accepted standards. However, it was subjected to limited review procedures by the external auditors. (1) Based on the weighted average number of outstanding shares during each quarter of the year. (2) Based on the number of outstanding shares at the end of each quarter. 61 Glossary Bonding: A process that uses heat to adhere polyurethane foam to cloth. Mainly used to upholster automobile seats. Caprolactam: Raw material derived from cyclohexane, an oil byproduct, used to manufacture nylon. Data transmission: The sending of data to other locations using digital or analog media that operates on a platform such as Frame Relay. DMT (Dimethyl Terephtalate): Raw material used to manufacture polyester. Nylon: Plastic resin used in the production of textile fiber and other engineering applications. PET (Polyethylene Terephtalate): Plastic resin mostly used to manufacture containers. Polyester: Plastic resin used to manufacture textile fibers, films, and containers. Polypropylene: Propylene byproduct used to make plastics and fibers, among other products. Expandable polystyrene: Thermoplastic used for insulation and packaging. Propylene: Oil byproduct used to manufacture plastics. Galvanizing: Corrosion protection applied to steel in the form of a zinc coating. PTA: Purified Terephthalic Acid, raw material used to manufacture polyester. In certain applications, DMT and PTA are interchangeable. Glycol: Petrochemical used to manufacture polyester and in other industrial applications. Hot and cold rolled steel: Steel that has been put through a hot and/or cold rolling process to reduce thickness and improve surface quality. Independent Board Member: A board member selected by his experience, capability and reputation, who is not involved with the day-to-day management of the company. Independent Proprietary Board Member: A board member that owns company shares but is not involved with the day-today management of the company. 62 Lycra®: Brand of elastane fiber patented by DuPont. Related Proprietary Board Member: A board member that owns company shares and is involved with the day-to-day management of the company. Urethane: Chemical compound derived from oil used to manufacture plastic foam. Virtual Private Network: Remote connection that integrates customer’s business locations into a single corporate network. VOIP (Voice Over Internet Protocol): Transmission of voice over the Internet instead of regular phone lines. Share information Outstanding shares (“A” series): 600 million Mexican Stock Exchange Symbol: ALFAA Date listed: August 1978 ALFA, S.A. de C.V. Ave. Gómez Morín 1111 sur Col. Carrizalejo San Pedro, Garza García, N.L., México C.P. 66254 www.alfa.com.mx || Volume Independent Auditors: PricewaterhouseCoopers ��� ��� Latibex (Madrid Stock Exchange) Symbol: ALFA C/I-S/A Date listed: December 2003 ��� ��� ��� (in million shares) �� �� �� �� �� Investor Relations Enrique Flores Rodríguez Corporate Communications Vice President Tel.: 52 (81) 8748-1207 Fax: 52 (81) 8748-2551 efl[email protected] Raúl González Casas Investor Relations Manager Tel.: 52 (81) 8748-1177 Fax.: 52 (81) 8748-2544 [email protected] || Price at the end of the period DESIGN: SIGNI �� �� �� ���� �� �� ����� ����� ����� ����� ����� �� ����� ����� �� �� ���� ����� ����� �� ����� �� ����� �� �� ���� ����� �� ���� �� ����� ����� �� �� ���� ����� �� ����� ����� ����� ����� (nominal pesos) �� �� ���� �� Apartado Postal 111 Garza García, N.L. Mexico C.P. 66250 www.alfa.com.mx