FORM 6 - K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a - 16 or 15d - 16 of the Securities Exchange Act of 1934 As of 2/27/2007 Ternium S.A. (Translation of Registrant's name into English) Ternium S.A. 46a, Avenue John F. Kennedy - 2nd floor L-1855 Luxembourg (352) 4661-11-3815 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F. Form 20-F x Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934. Yes No x --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Ternium S.A.'s press release announcing its results for the fourth quarter and year 2006. Ternium Announces Fourth Quarter and Full Year 2006 Results LUXEMBOURG--(BUSINESS WIRE)--Feb. 27, 2007--Ternium S.A. (NYSE: TX) today announced its results for the fourth quarter and twelve months ended December 31, 2006. The financial and operational information contained in this press release is based on consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) and presented in U.S. dollars. Summary of Fourth Quarter and Full Year 2006 Results -------- ------------- ------------- -------- Q4 2006 Q3 2006 Q4 2005 2006 -------- ------------- ------------- -------- Shipments (million tons) 2.1 2.2 -4% 2.1 0% 9.0 Net Sales (US$ million) 1,587.5 1,743.5 -9% 1,467.8 8% 6,569.0 Operating Income (US$ million) 259.2 508.2 -49% 367.0 -29% 1,636.6 EBITDA (1) (US$ million) 376.8 614.9 -39% 489.7 -23% 2,074.3 EBITDA margin (% of net sales) 24% 35% 33% 32% Net Income (US$ million) 158.2 354.0 -55% 168.7 -6% 996.0 Equity Holders' Net Income (US$ million) 140.4 257.4 -45% 137.5 2% 795.4 Earnings per ADS (US$) 0.70 1.28 -45% 4.11 (1) Fourth quarter 2006 EBITDA equals operating income of US$259.2 million plus depreciation and amortization of US$106.0 million and other non-cash transactions of US$11.6 million. Sales volume in the South & Central America Region increased 13% during the fourth quarter 2006 compared to that of the fourth quarter 2005, and revenue per ton was 9% higher in the period. In the North America Region, sales volume decreased 10% during the fourth quarter 2006 compared with the fourth quarter 2005, and revenue per ton was 10% higher in the period although it decreased when compared with the third quarter 2006 as a result of increased imports and a de-stocking process in the distribution sectors in the U.S. and Mexico due to slower economic growth. During the fourth quarter 2006 operating income was lower than it was in the fourth quarter 2005. This was due mainly to higher prices of raw materials and certain one-time events related to work slowdowns and stoppages at Sidor that reduced shipments by an estimated 170,000 tons; the relining of one of Siderar's blast furnaces; and a charge of US$46.9 million related to an increase in Sidor's pension plan benefits liability. Equity holders' net income during the fourth quarter 2006 was 2% higher compared with that of the fourth quarter 2005 as a result of lower financial expenses, income tax expense and minority interest, all of which offset the lower operating income. The pension plan charge effect on equity holders' net income was US$17.3 million. Outlook Steel demand in the South & Central America Region is expected to continue growing. In the North America Region steel inventory levels are normalizing, providing a base for an increase in demand and prices. As a result of investments currently underway, Ternium will be able to supply the expected growth in its markets. Moderate increases in costs are expected due to higher prices for raw materials and labor. The average cost per ton in the fourth quarter 2006 was affected by the cost increases related to work slowdowns and stoppages at Sidor that ended on November 8, 2006; the relining of one of Siderar's blast furnaces, which resumed operations on January 31, 2007; and the above-mentioned Sidor pension plan charge. Annual Dividend Proposal Ternium's Board of Directors proposes, subject to shareholder approval at the company's annual general shareholders' meeting on June 6, 2007, the payment of an annual dividend of US$0.05 per share (US$0.50 per ADS), or approximately US$100.2 million in the aggregate. If the annual dividend is approved at the shareholders' meeting, it will be paid on June 12, 2007. Analysis of Fourth Quarter 2006 Results versus Fourth Quarter 2005 Results As a result of the consolidation of Amazonia's and Hylsamex's results and other financial data since February 15, 2005, and August 22, 2005, respectively, Ternium's results and other financial data for the year 2006 or any quarters in 2006 varied significantly from the results and other financial data for the year 2005 or the corresponding quarters in 2005. Accordingly, Ternium made quarterly comparisons on a sequential basis through the third quarter 2006. Starting with its fourth quarter and full year 2006 results, Ternium intends to make comparisons on a quarterly year-over-year basis. The company plans to begin making full-year annual comparisons starting with its fourth quarter and full-year 2007 results. Fourth quarter 2006 and fourth quarter 2005 figures consolidate the results of Hylsamex, Siderar and Sidor together with all other consolidating subsidiaries. Net income attributable to the company's equity holders for the fourth quarter 2006 was US$140.4 million, compared with US$137.5 million in the fourth quarter 2005. Including minority interest, net income for the fourth quarter 2006 was US$158.2 million, compared with US$168.7 million in the fourth quarter 2005. Earnings per ADS were US$0.70 in the fourth quarter 2006 based on 2,004,743,442 shares outstanding and a conversion rate of 10 shares of common stock per ADS. Net sales for the fourth quarter 2006 increased 8% to US$1.6 billion compared with the same period in 2005 mainly due to higher steel prices. Shipments of flat and long products reached 2.1 million tons during the fourth quarter 2006, a level that was relatively the same as that reached in the fourth quarter 2005. Revenue per ton shipped increased 9% to US$716 in the fourth quarter 2006 versus the same quarter in 2005. Sales of flat products during the fourth quarter 2006 totaled US$1.2 billion, an increase of 8% compared with the same quarter in 2005. This was the result of higher prices partially offset by slightly lower volumes. Shipments were 1.6 million tons in the fourth quarter 2006, a decrease of 2% compared with the same period in 2005. Despite the increase in demand for steel products, Ternium's shipments in the fourth quarter 2006 decreased compared with the fourth quarter 2005 due to lower production levels as a result of certain events in Venezuela and Argentina as discussed above. Revenue per ton shipped, however, increased 10% to US$765 in the fourth quarter 2006 compared with the same period in 2005. Sales of long products were US$297.9 million during the fourth quarter 2006, an increase of 15% compared to the same period in 2005 as a result of a higher demand and prices. Shipments were 528,700 tons in the fourth quarter 2006, representing a 5% increase versus the same quarter in 2005. Revenue per ton shipped increased 9% to US$563 in the fourth quarter 2006 over the fourth quarter 2005. Net Sales Shipments (million US$) (thousand tons) ----------------------- ------------------------ 4Q 2006 4Q 2005 Dif. 4Q 2006 4Q 2005 Dif. -------- -------- ----- -------- -------- ------ South & Central America 756.4 606.7 25% 1,030.4 896.9 15% North America 465.0 489.6 -5% 558.3 668.1 -16% Europe & other 16.5 48.9 -66% 28.5 76.9 -63% -------- -------- ----- -------- -------- ------ Total flat products 1,237.9 1,145.2 8% 1,617.2 1,641.8 -2% South & Central America 128.4 110.1 17% 229.3 216.8 6% North America 169.4 147.7 15% 299.4 282.7 6% Europe & other 2.2 -100% 4.9 -100% -------- -------- ----- -------- -------- ------ Total long products 297.9 259.9 15% 528.7 504.5 5% Total flat and long products 1,535.8 1,405.1 9% 2,145.9 2,146.3 0% Other products (1) 51.7 62.7 -18% -------- -------- ----- Total Net Sales 1,587.5 1,467.8 8% (1) Includes iron ore and pig iron. Revenue / ton (US$/ton) --------------------- 4Q 2006 4Q 2005 Dif. ------- ------- ----- South & Central America 734 676 9% North America 833 733 14% Europe & other 578 636 -9% ------- ------- ----- Total flat products 765 698 10% South & Central America 560 508 10% North America 566 522 8% Europe & other 436 -100% ------- ------- ----- Total long products 563 515 9% Total flat and long products 716 655 9% Other products (1) Total Net Sales (1) Includes iron ore and pig iron. Sales of other products totaled US$51.7 million during the fourth quarter 2006, a decrease of 18% compared to the same period in 2005. This was due mainly to a decrease in shipments of iron ore pellets in Venezuela and pig iron in Argentina caused by lower production levels related to the above-mentioned events at Ternium's plants in those countries. Flat and long product sales in the South & Central America Region were US$884.9 million during the fourth quarter 2006, an increase of 23% versus the same period in 2005. This increase was mainly due to higher volumes and prices. Shipments were 1.3 million tons during the fourth quarter 2006, or 13% higher than in the fourth quarter 2005, due to an increase in the demand for steel products. Revenue per ton shipped increased 9% to US$703 in the fourth quarter 2006 over the same quarter in 2005, mainly due to price increases implemented in both product categories. Sales of flat and long products in the North America Region were US$634.4 million in the fourth quarter 2006, similar to sales for these products during the fourth quarter 2005, due to lower volumes offset by higher prices. Shipments were 857,700 tons during the fourth quarter 2006, or 10% lower than the same period in 2005. This decrease was mainly due to lower demand for steel products in the region and a lower level of production at Ternium's mills. Revenue per ton shipped increased 10% to US$740 in the fourth quarter 2006 over the same quarter in 2005, mainly due to higher steel prices. Cost of sales totaled US$1.2 billion in the fourth quarter 2006, or 73% of net sales, compared to US$907.2 million, or 62% of net sales, in the fourth quarter 2005. Fourth quarter 2006 cost of sales include a charge of US$39.5 million related to the increase in Sidor's pension plan benefits. The higher quarterly year-over-year cost was due mainly to an increase in the price of some raw materials such as iron ore and zinc; higher consumption of hot briquetted iron (HBI) at Sidor as a result of a decrease in direct reduction iron (DRI) availability during November when some of the HyL and Midrex modules had planned maintenance stoppages; lower efficiencies associated with the work slowdowns and stoppages at Sidor; and lower efficiencies and higher maintenance costs associated with the relining of a blast furnace at Siderar. Natural gas and electricity costs in Mexico were higher during the fourth quarter 2006 versus the same period in 2005, while labor costs increased year-over-year on a quarterly basis in Argentina as a result of a new labor agreement. Selling, general and administrative (SG&A) expenses in the fourth quarter 2006 were US$166.6 million, or 10% of net sales, compared with US$172.4 million, or 12% of net sales, in the fourth quarter 2005. Fourth quarter 2006 SG&A expenses include a charge of US$7.4 million related to the increase in Sidor's pension plan benefits. The decrease was due mainly to higher efficiencies. Operating income in the fourth quarter 2006 was US$259.2 million, or 16% of net sales, compared with US$367.0 million, or 25% of net sales, in the fourth quarter 2005. EBITDA(1) in the fourth quarter 2006 was US$376.8 million, or 24% of net sales, compared with US$489.7 million, or 33% of net sales, in the fourth quarter 2005. Equity holders' EBITDA in the fourth quarter 2006 was 69% of EBITDA. Sidor's contribution to Ternium's EBITDA was 27% in the fourth quarter 2006, compared with 39% in the full year 2006. Sidor's fourth quarter 2006 percentage includes the impact of the pension plan charge and the work slowdowns and stoppages during the period as discussed above. Net financial expenses totaled US$63.8 million in the fourth quarter 2006, compared with US$130.7 million in the same period in 2005. This reduction was due mainly to a US$37.5 million decrease in the excess cash distribution related to Sidor's participation accounts and a US$17.5 million decrease in net interest expense that was primarily associated with a reduction in net debt. Sidor's excess cash distribution related to the participation account recognized in the fourth quarter 2006 was US$135.2 million compared with US$224.0 million in the fourth quarter 2005. Ternium's subsidiaries recognized US$80.8 million in the fourth quarter 2006 compared with US$133.8 million in the same quarter in 2005, while the recognition of payments to minority shareholders of Sidor resulted in expenses of US$54.5 million in the fourth quarter 2006, compared with expenses of US$90.2 million in the same period in 2005. Recognized payments to Ternium's subsidiaries and minority shareholders of Sidor were paid on February 15, 2007. Income tax expense for the fourth quarter 2006 was US$37.8 million, or 19% of income before income tax and minority interest, compared with US$67.8 million, or 29% of income before income tax and minority interest, in the fourth quarter 2005. Income attributable to minority interest for the fourth quarter 2006 was US$17.8 million, compared with US$31.1 million in the fourth quarter 2005. Cash Flow and Liquidity Net cash provided by operating activities in the fourth quarter 2006 was US$306.4 million. Net cash used in investing activities in the period was US$233.4 million, mainly related to capital expenditures of US$125.7 million and the purchase of Companhia Vale do Rio Doce's ("CVRD") 4.85% stake in Siderar for US$107.5 million. The main investments made during the fourth quarter 2006 were: the relining of blast furnace #2, the new coking facilities and the new slab reheating furnace in Argentina; the upgrading of hot rolled mill #1 in Mexico; and the new ladle furnace in Venezuela. Net cash used in financing activities during the fourth quarter 2006 was US$255.6 million related to the reduction in financial debt, which decreased to US$1.1 billion in the period. The company prepaid during the period US$100.0 million of the Ternium S.A. Syndicated Loan and US$139 million of a bank loan at Hylsamex. Ternium's net debt as of December 31, 2006 was US$413.7 million. Forward-Looking Statements Some of the statements contained in this press release are "forward-looking statements". Forward-looking statements are based on management's current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to gross domestic product, related market demand, global production capacity, tariffs, cyclicality in the industries that purchase steel products and other factors beyond Ternium's control. About Ternium Ternium is one of the leading steel companies in the Americas, offering a wide range of flat and long steel products. Ternium has operating locations in Mexico, Argentina and Venezuela that provide it with a strong position from which to serve its core markets. In addition, Ternium reaches the global markets through its own distribution network. More information about Ternium is available at www.ternium.com. 1 EBITDA equals operating income of US$259.2 million plus depreciation and amortization of US$106.0 million and other non-cash transactions of US$11.6 million. Consolidated income statement ------------------- --------- ---------- ------- --------- ----------- US$ million 4Q 2006 4Q 2005(1) Dif. 12M 2006 12M 2005(1) ------------------- --------- ---------- ------- --------- ----------- Net sales 1,587.5 1,467.8 119.7 6,569.0 4,447.7 Cost of sales (1,153.7) (907.2) (246.6) (4,301.4) (2,489.0) --------- ---------- ------- --------- ----------- Gross profit 433.8 560.7 (126.9) 2,267.6 1,958.7 Selling, general and administrative expenses (166.6) (172.4) 5.8 (623.8) (500.6) Other operating (expense) income, net (8.0) (21.3) 13.3 (7.3) (65.9) --------- ---------- ------- --------- ----------- Operating income 259.2 367.0 (107.9) 1,636.6 1,392.2 Financial expenses, net (63.8) (130.7) 66.9 (382.8) (310.7) Excess of fair value of net assets acquired over cost 0.0 0.0 - - 188.4 Equity in earnings of associated companies 0.7 0.2 0.5 4.5 21.5 --------- ---------- ------- --------- ----------- Income before income tax expense 196.0 236.5 (40.5) 1,258.3 1,291.3 Income tax expense (37.8) (67.8) 30.1 (262.4) (218.5) Net income for the period/year 158.2 168.7 (10.5) 996.0 1,072.8 Attributable to: Equity holders of the Company 140.4 137.5 2.9 795.4 704.4 Minority interest 17.8 31.1 (13.3) 200.5 368.4 --------- ---------- ------- --------- ----------- 158.2 168.7 (10.5) 996.0 1,072.8 (1) Combined consolidated financial information on the basis of common control. Consolidated balance sheet -------------------------------------------- ------------ ------------ December 31, December 31, US$ million 2006 2005 -------------------------------------------- ------------ ------------ Property, plant and equipment, net & other assets 5,420.7 5,463.9 Intangible assets, net 551.6 552.9 Investment in associated companies 16.3 9.1 Other investments, net 13.4 12.6 Deferred tax assets 36.4 29.1 Receivables, net 78.9 48.8 ------------ ------------ Total non-current assets 6,117.3 6,116.4 Receivables 175.8 291.3 Derivative financial instruments 7.9 5.4 Inventories, net 1,241.3 1,000.1 Trade receivables, net 577.9 472.8 Other investments 0.0 5.2 Cash and cash equivalents 643.4 765.6 ------------ ------------ Total current assets 2,646.2 2,540.4 Non-current assets classified as held for sale 7.0 3.2 ------------ ------------ Total assets 8,770.5 8,660.0 Shareholders' equity 3,757.6 1,842.5 Minority interest in subsidiaries 1,729.6 1,733.5 Minority interest & shareholders' equity 5,487.1 3,575.9 Provisions 60.5 54.1 Deferred income tax liabilities 985.2 1,048.2 Other liabilities 274.6 187.9 Trade payables 7.2 1.2 Borrowings 548.4 2,399.9 ------------ ------------ Total non-current liabilities 1,875.9 3,691.3 Current tax liabilities 103.2 127.0 Other liabilities 158.4 194.1 Trade payables 621.8 555.3 Derivative financial instruments 15.5 - Borrowings 508.7 516.4 ------------ ------------ Total current liabilities 1,407.5 1,392.8 ------------ ------------ Total liabilities 3,283.4 5,084.1 Total liabilities, minority interest & shareholders' equity 8,770.5 8,660.0 Consolidated cash flow statement --------------------- -------- -------- ------- --------- ------------ US$ million 4Q 2006 4Q 2005 Dif. 12M 2006 12M 2005(1) --------------------- -------- -------- ------- --------- ------------ Net income for the period/year 158.2 168.7 (10.5) 996.0 1,072.8 Adjustments for: Depreciation and amortization 106.0 110.9 (4.9) 424.5 316.4 Income tax accruals less payments (22.4) (19.0) (3.4) (18.1) (44.0) Derecognition of property, plant & equipment 11.6 11.8 (0.2) 13.3 54.3 Excess of fair value of net assets acquired over cost - - - - (188.4) Changes to pension plan - non cash 46.9 - 46.9 46.9 - Equity in (earnings) losses of associated companies (0.7) (0.2) (0.5) (4.5) (21.5) Interest accruals less payments 14.9 13.3 1.6 4.2 24.5 Changes in provisions 2.1 22.6 (20.4) 33.8 19.0 Changes in working capital (2.0) 58.5 (60.5) (276.2) 54.4 Others (8.4) (23.0) 14.6 25.0 (25.2) -------- -------- ------- --------- ------------ Net cash provided by operating activities 306.4 343.6 (37.2) 1,245.0 1,262.5 Capital expenditures (125.7) (120.2) (5.5) (405.8) (244.9) Change in trust funds - (5.2) 5.2 5.2 83.6 Acquisition of business (2) (107.5) (9.7) (97.8) (210.5) (2,196.7) Investments in associated companies (2.6) - - (2.6) - Proceeds from sale of property, plant & equipment 2.4 3.7 (1.3) 3.4 6.1 -------- -------- ------- --------- ------------ Net cash used in investing activities (233.4) (131.4) (101.9) (610.4) (2,352.0) Dividends paid in cash and other distributions to company's equity shareholders - - - - (238.7) Dividends paid in cash and other distributions to minority shareholders (4.6) 4.6 (27.2) (130.6) Net proceeds from Initial Public Offering - - - 525.0 - Contributions from shareholders - - - 3.1 54.8 Proceeds from borrowings 44.1 84.4 (40.3) 167.3 2,135.4 Repayment of borrowings (299.7) (63.8) (235.9) (1,424.5) (657.6) -------- -------- ------- --------- ------------ Net cash (used in) provided by financing activities (255.6) 16.0 (271.6) (756.3) 1,163.4 (Decrease) Increase in cash and cash equivalents (182.6) 228.1 (410.7) (121.7) 73.8 (1) Combined consolidated financial information on the basis of common control. (2) Corresponds to the purchase of Impeco and other assets from Acindar in 1Q 2006 and to the purchase of Worthington Industries' 50% equity interest in Acerex in 2Q 2006. Shipments --------- ------------------------------------------------------------ Thousand 4Q 4Q 12M 12M 3Q 3Q tons 2006 2005(1) Dif. 2006 2005(1) 2006 2005(1) --------- -------- --------------- -------- -------- -------- -------- South & Central America 1,030.4 896.9 133.5 4,360.6 3,462.7 1,123.5 1,045.5 North America 558.3 668.1 (109.8) 2,412.6 1,405.5 554.9 231.5 Europe & other 28.5 76.9 (48.4) 88.2 514.4 17.2 120.6 -------- --------------- -------- -------- -------- -------- Total flat products 1,617.2 1,641.8 (24.6) 6,861.4 5,382.6 1,695.6 1,397.6 South & Central America 229.3 216.8 12.4 948.3 709.4 244.8 235.2 North America 299.4 282.7 16.7 1,225.4 503.3 288.0 152.7 Europe & other 4.9 (4.9) 4.9 0.0 -------- --------------- -------- -------- -------- -------- Total long products 528.7 504.5 24.2 2,173.7 1,217.7 532.8 387.8 Total flat and long products 2,145.9 2,146.3 (0.4) 9,035.1 6,600.3 2,228.4 1,785.4 (1) Combined consolidated financial information on the basis of common control. Revenue / ton ------------------------- -------------------------------------------- 4Q 4Q 12M 12M 3Q 3Q US$/ton 2006 2005(1) Dif. 2006 2005(1) 2006 2005(1) ------------------------- ---- ------- ---- ----- ------- ---- ------- South & Central America 734 676 58 697 689 729 658 North America 833 733 100 813 675 873 755 Europe & other 578 636 (58) 548 636 548 561 ---- ------- ---- ----- ------- ---- ------- Total flat products 765 698 68 736 680 775 666 South & Central America 560 508 53 555 522 597 543 North America 566 522 44 600 502 671 446 Europe & other - 436 - - 436 - - ---- ------- ---- ----- ------- ---- ------- Total long products 563 515 48 581 514 637 505 Total flat and long products 716 655 61 698 649 742 631 (1) Combined consolidated financial information on the basis of common control. Net Sales --------- ------------------------------------------------------------ US$ 4Q 4Q 12M 12M 3Q 3Q million 2006 2005(1) Dif. 2006 2005(1) 2006 2005(1) --------- -------- -------- ------ -------- -------- -------- -------- South & Central America 756.4 606.7 149.7 3,038.4 2,384.7 819.4 688.3 North America 465.0 489.6 (24.6) 1,960.8 948.9 484.6 174.8 Europe & other 16.5 48.9 (32.4) 48.4 326.9 9.4 67.7 -------- -------- ------ -------- -------- -------- -------- Total flat products 1,237.9 1,145.2 92.7 5,047.5 3,660.4 1,313.4 930.8 South & Central America 128.4 110.1 18.4 526.8 370.6 146.1 127.8 North America 169.4 147.7 21.8 735.8 252.6 193.2 68.0 Europe & other 2.2 (2.2) 2.2 0.0 -------- -------- ------ -------- -------- -------- -------- Total long products 297.9 259.9 38.0 1,262.6 625.4 339.3 195.8 -------- -------- ------ -------- -------- -------- -------- Total flat and long products 1,535.8 1,405.1 130.7 6,310.1 4,285.8 1,652.7 1,126.6 Other products (2) 51.7 62.7 (11.0) 258.8 161.9 90.8 25.4 -------- -------- ------ -------- -------- -------- -------- Total net sales 1,587.5 1,467.8 119.7 6,569.0 4,447.7 1,743.5 1,151.9 (1) Combined consolidated financial information on the basis of common control. (2) Includes iron ore and pig iron. CONTACT: Ternium S.A. Investor Relations: Sebastian Marti, +1-866-890-0443 (USA) or Mexico: +52-81-8865-2111 or Argentina: +54-11-4018-2389 www.ternium.com SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TERNIUM S.A. By: /s/ Roberto Philipps By: /s/ Daniel Novegil -------------------- ------------------ Name: Roberto Philipps Name: Daniel Novegil Title: Chief Financial Officer Title: Chief Executive Officer Dated: February 27, 2007