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Titan S.A.

Annual / Quarterly Financial Statement Sep 24, 2015

4014_10-k_2015-09-24_a41d6142-c4bf-471e-9960-980a6c81e364.pdf

Annual / Quarterly Financial Statement

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Titan Cement S.A. and its Subsidiaries Group Annual Financial Statements Based on International Financial Reporting Standards For the year ended 31 December 2005

Titan Cement Company S.A. Company's No 6013/06/Β/86/90 in the register of Societes Anonymes 22A Halkidos Str. - 111 43 Athens

Balance Sheet

(all amounts in Euro thousands)

Group Company
As at 31 December As at 31 December
ASSETS Notes 2005 2004 2005 2004
Property, plant & equipment 8 1.149.845 972.375 248.293 233.471
Intangible assets 9 94.990 102.213 - -
Investment properties 10 - - 7.226 7.161
Investments in subsidiaries 28 - - 512.615 512.728
Available-for-sale financial assets 11 4.277 1.421 107 107
Non current receivables 13 8.146 5.415 1.603 2.420
Deferred income tax assets 19 746 2.988 3.761 2.005
Non-current assets 1.258.004 1.084.412 773.605 757.892
Inventories 14 175.954 136.193 64.685 57.933
Receivables and prepayments 15 272.418 231.374 131.475 89.396
Available-for-sale financial assets 11 2.346 3.380 942 1.141
Cash and cash equivalents 16 95.142 78.408 17 21
Current assets 545.860 449.355 197.119 148.491
TOTAL ASSETS 1.803.864 1.533.767 970.724 906.383
LIABILITIES
Long-term borrowings 18 425.025 408.083 62.203 62.378
Deferred income tax liabilities 19 143.509 120.696 34.219 44.410
Retirement benefit obligations 20 38.937 39.642 23.293 24.114
Non current provisions 21 14.136 18.045 3.418 3.749
Other non-current liabilities 12 9.601 9.840 7.450 6.210
Non-current liabilities 631.208 596.306 130.583 140.861
Short-term borrowings 18 64.538 85.029 48.996 56.643
Trade and other payables 17 136.259 114.257 51.805 56.276
Current income tax liabilities 27.600 17.052 17.786 7.526
Current provisions 21 4.477 1.016 - -
Shareholders for dividend 51.012 44.121 51.012 44.121
Current liabilities 283.886 261.475 169.599 164.566
Total liabilities (a) 915.094 857.781 300.182 305.427
Share capital 24 191.524 187.844 191.524 187.844
Other reserves 25 389.923 274.552 458.573 392.667
Retained earnings 290.943 188.123 20.445 20.445
Share capital & reserves 872.390 650.519 670.542 600.956
Minority interest 30 16.380 25.467 - -
Total equity (b) 888.770 675.986 670.542 600.956
TOTAL EQUITY AND LIABILITIES (a+b) 1.803.864 1.533.767 970.724 906.383

These financial statements have been approved for issue by the Board of Directors on 22 February, 2006.

Income Statement

(all amounts in Euro thousands) Group Company
As at 31 December As at 31 December
Notes 2005 2004 2005 2004
Turnover 1 1.341.727 1.142.474 439.713 430.680
Cost of sales -852.579 -726.190 -265.067 -252.172
Gross profit 489.148 416.284 174.646 178.508
Other operating income/ (expense) -591 -3.814 4.516 -244
Administrative expenses -79.974 -74.686 -32.378 -29.874
Selling and marketing expenses -19.410 -19.312 -3.870 -3.621
Earnings before interest, taxes and depreciation 389.173 318.472 142.914 144.769
Depreciation & amortization -72.015 -63.647 -10.672 -10.314
Earnings before interest and taxes 2 317.158 254.825 132.242 134.455
Income from participations 1.008 405 29.175 13.773
Finance costs - net 3 -25.098 -12.625 -16.400 721
Profit before taxes 293.068 242.605 145.017 148.949
Less: taxes 5 -80.018 -62.948 -39.207 -44.600
Profit after taxes 213.050 179.657 105.810 104.349
Attributable to:
Titan Cement S.A. shareholders 210.128 176.951 105.810 104.349
Minority interest 2.922 2.706 - -
Basic earnings per issued share (in €) 6 2,50 2,11 1,26 1,24
Diluted earnings per issued share (in €) 6 2,49 2,10 1,25 1,24

Statement of Changes in Shareholders' Equity

Group
(all amounts in Euro thousands)
Notes Ordinary
shares
Share
Premium
Preferred
Ordinary
shares
Share
Options
Fair value
and other
reserves
Retained
earnings
Minority
interest
Total
Year ended 31 December 2004
Balance at 1 January 2004 91.637 17.095 9.083 - 311.722 100.746 52.568 582.851
Exchange gains / (losses) on translation of financial statements
of foreign operation
- - - - -32.379 - - -32.379
Buy-out of minority interest 30 - - - - - - -28.842 -28.842
Movement on investment hedge net of deferred tax 22 - - - - 2.278 - - 2.278
Dividends 7 - - - - - -43.747 -965 -44.712
Net profit per income statement - - - - - 176.951 2.706 179.657
Available-for-sale investments - - - - 499 - - 499
Goodwill written-off 9 - - - - - 13.751 - 13.751
Capitalisation of reserves 24 61.091 - 6.055 - -67.146 - - -
Share Capital increase due to share options exercised 24 393 2.490 - - - - - 2.883
Transfer to reserves 25 - - - - 59.578 -59.578 - -
Balance at 31 December 2004 153.121 19.585 15.138 - 274.552 188.123 25.467 675.986
Year ended 31 December 2005
Balance at 1 January 2005 153.121 19.585 15.138 - 274.552 188.123 25.467 675.986
Exchange gains / (losses) on translation of financial statements
of foreign operation - - - - 40.429 4.579 -2.113 42.895
Movement on investment hedge net of deferred tax 22 - - - - 10.694 - - 10.694
Dividends 7 - - - - - -50.598 -1.011 -51.609
Net profit per income statement - - - - - 210.128 2.922 213.050
Fair value gains from subsidiaries that operate in hyperinflation
economies
- - - - 2.959 - 914 3.873
Subsidiary's equity reduction portion to minority interest - - - - - - -9.799 -9.799
Share Capital increase due to share options exercised 24 401 2.548 - - - - - 2.949
Provision for share options (IFRS 2) - - - 731 - - - 731
Transfer to reserves 25 - - - - 61.289 -61.289 - -
Balance at 31 December 2005 153.522 22.133 15.138 731 389.923 290.943 16.380 888.770

Statement of Changes in Shareholders' Equity

Company
(all amounts in Euro thousands)
Notes Ordinary
shares
Share
Premium
Preferred
Ordinary
shares
Share
Options
Fair value
and other
reserves
Retained
earnings
Total
Year ended 31 December 2004
Balance at 1 January 2004 91.637 17.095 9.083 - 399.782 17.596 535.193
Movement on investment hedge net of deferred tax 22 - - - - 2.278 - 2.278
Dividends 7 - - - - - -43.747 -43.747
Net profit per income statement - - - - - 104.349 104.349
Capitalisation of reserves 24 61.091 - 6.055 - -67.146 - -
Share Capital increase due to share options exercised 24 393 2.490 - - - - 2.883
Transfer to reserves 25 - - - - 57.753 -57.753 -
Balance at 31 December 2004 153.121 19.585 15.138 - 392.667 20.445 600.956
Year ended 31 December 2005
Balance at 1 January 2005 153.121 19.585 15.138 - 392.667 20.445 600.956
Movement on investment hedge net of deferred tax 22 - - - - 10.694 - 10.694
Dividends 7 - - - - - -50.598 -50.598
Net profit per income statement - - - - - 105.810 105.810
Share Capital increase due to share options exercised 24 401 2.548 - - - - 2.949
Provision for share options (IFRS 2) - - - 731 - - 731
Transfer to reserves 25 - - - - 55.212 -55.212 -
Balance at 31 December 2005 153.522 22.133 15.138 731 458.573 20.445 670.542

4

Cash Flow Statement

Group Company
(all amounts in Euro thousands) Notes As at 31 December As at 31 December
2005 2004 2005 2004
Cash flows from operating activities
Cash generated from operations 26 317.887 399.309 100.476 251.917
Interest received 3.752 10.249 145 18
Income tax paid -28.818 -58.941 -22.631 -46.894
Net cash generated from operating activities 292.821 350.617 77.990 205.041
Cash flows from investing activities
Purchase of tangible and intangible assets 8, 9 -145.646 -149.563 -26.795 -29.771
Proceeds from the sale of property, plant and equipment 26 2.266 3.098 481 407
Proceeds from dividends 1.008 405 14.173 13.773
Disposal/(Acquisition) of subsidiaries, net of cash 31 -1.708 -77.268 - -86.996
Proceeds from disposal of available-for-sale financial assets 10.119 2.516 - 154
Purchase of available-for-sale financial assets -1.175 -2.743 -16 -217
Decrease/(increase) in long-term receivables -4.109 -1.350 817 191
Net cash flows from investing activities -139.245 -224.905 -11.340 -102.459
Net cash flows after investing activities 153.576 125.712 66.650 102.582
Cash flows from financing activities
Proceeds from issuance of ordinary shares 24 2.949 2.883 2.949 2.883
Proceeds from government grants 1.584 1.357 1.584 1.482
Interest paid -32.723 -21.638 -6.990 -5.413
Dividends paid -44.718 -41.863 -43.707 -40.899
Proceeds from borrowings 126.126 109.681 21.982 -
Payments of borrowings -194.616 -179.563 -42.472 -60.852
Net cash flows from financing activities -141.398 -129.143 -66.654 -102.799
Net increase/(decrease) in cash and cash equivalents 12.178 -3.431 -4 -217
Cash and cash equivalents at beginning of the period 16 78.408 72.354 21 238
Effects of exchange rate changes 4.556 9.485 - -
Cash and cash equivalents at end of the period 16 95.142 78.408 17 21

Accounting Policies, Financial Risk Management and Critical Accounting Estimates and Judgements

1 Index to accounting policies Page

A Basis of preparation 7
B Consolidation 9
C Foreign currency translation 10
D Property, plant and equipment 11
E Investment properties 11
F Intangible assets (including goodwill, computer software, patents, trademarks and licences) 12
G Impairment of long lived assets 12
H Investments 12
I Leases 13
J Inventories 13
K Trade receivables 13
L Cash and cash equivalents 13
M Share capital 13
N Borrowings 14
O Deferred income taxes 14
P Employee benefits 14
Q Government grants relating to purchase of property, plant and equipment 16
R Provisions 16
S Environmental rehabilitation costs 16
T Revenue recognition 16
U Dividends 17
V Segment reporting 17
2 Index to financial risk management
A Financial risk factors 17
B Accounting for derivative financial instruments and hedging activities 19
C Fair value estimation 20

3 Index to critical accounting estimates and judgements

A Estimated impairment of goodwill 20
B Income taxes 21

4 Reclassification 21

1. Accounting Policies

General information

TITAN CEMENT S.A. (the Company) and, its subsidiaries, joint ventures and associates (collectively the Group) are engaged in the production, trade and distribution of a wide range of construction materials, from aggregates, cement, concrete, cement blocks, dry mortars and fly ash, as well as porcelain ware. The Group operates primarily in Greece, the Balkans, Egypt and the United States of America.

The Company is a limited liability company incorporated and domiciled in Greece and is listed on the Athens Stock Exchange.

These financial statements have been approved for issue by the Board of Directors on 22 February, 2006.

Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below:

A Basis of preparation

These financial statements have been prepared by management in accordance with International Financial Reporting Standards ("IFRS"), including International Reporting Standards ("IAS"), and the interpretations issued by the International Financial Reporting Interpretations Committee, that have been approved by the European Union, and IFRS that have been issued by the International Accounting Standards Board ("IASB").

All IFRS issued by the IASB, which apply to the preparation of these financial statements have been accepted by the European Council following an approval process undertaken by European Commission ("EC"), except for IAS 39 "Financial Instruments: Recognition and Measurement". Following this process and as a result of representations made by the Accounting Regulatory Committee of the European Council, the latter issued the Directives 2086/2004 and 1864/2005 that require the application of IAS 39 by all listed companies with effect from the 1st January 2005, except for specific sections that relate to hedging of deposit portfolios.

As the Group and the Company are not impacted by the sections that relate to hedging of deposit portfolios, as reflected in the IAS 39 approved by the ΕC, these financial statements have been prepared in compliance with IFRS that have been approved by the ΕC and IFRS that have been issued by the IASB.

IFRS 1 "First-time Adoption of International Financial Reporting Standards", has been applied in preparing the financial statements with effect from 1st January 2004. IAS 1 "Presentation of Financial Statements" requires the presentation of comparative information for at least the prior corresponding period to the current period being presented. Therefore the Group's and Company's first time adoption balance sheet under IFRS is that of the 1st January 2003 (date of first adoption of IFRS). The Group and the Company has taken the exemption available under IFRS 1 to only apply IAS 32 (revised) "Financial Instruments: Disclosure and Presentation" and IAS 39 (revised) "Financial Instruments: Recognition and Measurement" from 1 January 2005.

Reconciliations and descriptions of the effect of the transition from Greek GAAP to IFRS on the Group's equity and its net income are given in note 29.

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain equity investments, investment property, and derivative instruments (comprising forward exchange contracts) at fair value through profit or loss.

The preparation of financial statements, in conformity with IFRS, requires the use of critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Critical accounting estimates and judgments on page 20.

New standards, interpretations and amendments to published standards

Certain new standards, interpretations and amendments to existing standards have been published that are mandatory for the Group's current and subsequent accounting periods. Managements estimation of the impact of these new standards, interpretations and amendments is as follows:

IAS 19 (Amendment), Employee Benefits (effective from 1 January 2006).

This amendment introduces the option of an alternative recognition approach for actuarial gains and losses. It may impose additional recognition requirements for multi-employer plans where insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. As the Group does not intend to change the accounting policy adopted for recognition of actuarial gains and losses and as sufficient information exists that allows the application of defined benefit accounting, with respect to a multi-employer plan in which certain employees of the Group's subsidiaries in the USA participate, adoption of this amendment will only impact the format and extent of disclosures presented in the accounts. The Group and the Company will apply this amendment from annual periods beginning 1 January 2006.

IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intra-group Transactions (effective from 1 January 2006).

The amendment allows the foreign currency risk of a highly probable forecast intra-group transaction to qualify as a hedged item in the consolidated financial statements, provided that: (a) the transaction is denominated in a currency other than the functional currency of the entity entering into that transaction; and (b) the foreign currency risk will affect consolidated profit or loss. This amendment is not relevant to the Group's operations, as the Group does not have any intra-group transactions that would qualify as a hedged item in the consolidated financial statements.

IAS 39 (Amendment), The Fair Value Option (effective from 1 January 2006).

This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. The Group and the Company believes that this amendment should not have a significant impact on the classification of financial instruments, as the Group and the Company should be able to comply with the amended criteria for the designation of financial instruments at fair value through profit and loss. The Group and the Company will apply this amendment from annual periods beginning 1 January 2006.

IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts (effective from 1 January 2006).

This amendment requires issued financial guarantees, other than those previously asserted by the entity to be insurance contracts, to be initially recognised at their fair value, and subsequently measured at the higher of (a) the unamortised balance of the related fees received and deferred, and (b) the expenditure required to settle the commitment at the balance sheet date. Management considered this amendment to IAS 39 and concluded that it is not relevant to the Group and the Company.

IFRS 1 (Amendment), First-time Adoption of International Financial Reporting Standards and IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources (effective from 1 January 2006).

These amendments are not relevant to the Group's operations, as the Group does not carry out exploration for and evaluation of mineral resources.

IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007).

IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. IFRS 7 replaces IAS 30 "Disclosures in the Financial Statements of Banks and Similar Financial Institutions", and disclosure requirements in IAS 32 "Financial Instruments: Disclosure and Presentation." It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity's capital and how it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007.

IFRIC 4, Determining whether an Arrangement contains a Lease (effective from 1 January 2006).

IFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the substance of the arrangement. It requires an assessment of whether: (a) fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset); and (b) the arrangement conveys a right to use the asset. Management is currently assessing the impact of IFRIC 4 on the Group's operations.

IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (effective from 1 January 2006).

IFRIC 5 is not relevant to the Group's operations.

IFRIC 6, Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment (effective from 1 December 2005).

IFRIC 6 is not relevant to the Group's operations.

B Consolidation

(1) Subsidiaries

Subsidiaries, which are those entities (including special purpose entities) in which the Group has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies, are consolidated.

The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the sum of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued by the Group, in exchange for control of the acquired plus any costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interests. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill. Where the cost of the acquisition is less than the fair value of the Group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Note F outlines the accounting policy on goodwill.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless cost cannot be recovered.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(2) Joint ventures (Jointly controlled entities)

A joint venture is an entity jointly controlled by the Group and one or more other ventures in terms of a contractual arrangement. The Group's interest in jointly controlled entities is accounted for by the proportional consolidation method of accounting. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group's financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other ventures.

The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party. However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately.

Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

C Foreign currency translation

(1) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured in the functional currency, which is the currency of the primary economic environment in which each Group entity operates. The financial statements are presented in Euros, which is the functional and presentation currency of the Company and of the Group.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates (i.e. spot rates) prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying net investment hedges.

Translation differences on non-monetary items, such as equity investments held at fair value through the profit and loss are included as part of the fair value gain or loss in the income statement.

(3) Group companies

The operating results and financial position of all group entities (none of which operate in a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet.
  • Income and expenses for each income statement are translated at average exchange rates.
  • All resulting exchange differences are recognised as a separate component of equity.
  • On the disposal of a foreign operation, the cumulative exchange differences relating to that particular foreign operation, deferred in the separate component of equity, are recognised in the income statement as part of the gain or loss on sale.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

D Property, plant and equipment

Property, plant and equipment is stated at historical cost less subsequent depreciation and impairment, except for land (excluding quarries), which is shown at cost less impairment.

Cost includes expenditure that is directly attributable to the acquisition of the items and any environmental rehabilitation costs to the extent that they have been recognised as a provision (refer to note S – Environmental rehabilitation costs.) Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. Subsequent costs are depreciated over the remaining useful life of the related asset or to the date of the net major subsequent cost whichever is the sooner.

Depreciation, with the exception of quarries, is calculated on the straight-line method to write off the assets to their residual values over their estimated useful lives as follows:

Buildings Up to 50 years
Plant and machinery Up to 40 years
Motor vehicles 5 to 15 years
Office equipment (incl. computer equipment and software) furniture and
fittings 3 to 10 years
Minor value assets Up to 2 years

Land on which quarries are located is depreciated on a depletion basis. This depletion is recorded as the material extraction process advances based on the unit-of-production method. Other land is not depreciated.

Where an item of plant and machinery comprises major components with different useful lives, the components are accounted for as separate items of plant and machinery.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. (Refer to note G – Impairment of assets)

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit.

Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalised during the construction period.

E Investment properties

Investment properties are held to earn rental income and appreciate capital value. Owner-occupied properties are held for production and administrative purposes. This distinguishes owner-occupied properties from investment properties.

Investment properties are treated as long-term investments and carried at fair value, representing open market value determined internally on an annual basis, by management. Changes in fair values are recorded in net income and are included in other operating income.

F Intangible assets

(1) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net assets of the acquired subsidiary, joint venture and associate at the date of acquisition. Goodwill on acquisitions of subsidiaries and joint ventures are included in intangible assets. Goodwill on acquisitions of associates occurring is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cashgenerating units represents the Group's investment in each territory of operation by each primary reporting segment.

Negative goodwill is recognised where the fair value of the Group's interest in the net assets of the acquired entity exceeds the cost of acquisition and is taken to income immediately.

(2) Computer software

Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with identifiable and unique software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year, are recognised as part of office equipment, in property, plant and equipment. Direct costs include staff costs of the software development team and an appropriate portion of relevant overheads.

Expenditure, which enhances or extends the performance of computer software programmes beyond their original specifications is recognised as a capital improvement and added to the original cost of the software. Computer software development costs recognised as assets are amortised using the straight-line method over their useful lives, not exceeding a period of 2 years.

(3) Other intangible assets

Patents, trademarks and licences are shown at historical cost. These intangible assets have a definite useful life, and their cost is amortised using the straight-line method over their useful lives, not exceeding 20 years.

G Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised, as an expense immediately, for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

H Investments

Equity investments in subsidiaries, joint ventures and associates are measured at cost less impairment (See note B above – Consolidation). Trading investments are classified as available-for-sale current assets and are measured at fair value, with fair value gains and losses recognised in equity unless realised, in which case these are recognised in the income statement.

I Leases – where a Group entity is the lessee

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in liabilities. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.

J Inventories

Inventories are stated at the lower of cost or net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

Appropriate allowance is made for damaged, obsolete and slow moving items. Write-downs to net realisable value and inventory losses are expensed in the period in which the write-downs or losses occur.

K Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.

L Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included within borrowings in current liabilities on the balance sheet.

M Share capital

  • (1) Ordinary shares and non-redeemable non-voting preferred shares with minimum statutory non-discretionary dividend features are classified as equity.
  • (2) Incremental external costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(3) Where the Company or its subsidiaries purchases the Company's own equity share capital, the consideration paid including any attributable incremental external costs net of income taxes is deducted from total shareholders' equity as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in shareholders' equity.

N Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings.

Borrowings are classified as current liabilities unless the Group entity has an unconditional right to defer settlement for at least 12 months after the balance sheet date.

O Deferred income taxes

Deferred income tax is provided in full using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit and loss, it is not accounted for.

Deferred income tax assets are recognised only to the extent that is it probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income taxation is determined using tax rates that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the related deferred income tax liability is settled. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

P Employee benefits

(1) Pension and other retirement obligations

Certain Group companies have various pension and other retirement schemes in accordance with the local conditions and practices in the countries in which they operate. These schemes are both funded and unfunded. The funded scheme is funded through payments to a trustee-administered fund as determined by periodic actuarial calculations. A defined benefit plan is a pension or a similar retirement plan that defines an amount of pension or retirement benefit to be provided, usually as a function of one or more factors such as age, years of service or compensation. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee service in the current and prior periods.

The liability in respect of defined benefit pension or retirement plans, including certain unfunded termination indemnity benefit plans, is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets (where funded) together with adjustments for actuarial gains/ losses and past service cost. The defined benefit obligation is calculated at periodic intervals not exceeding two years by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by the estimated future cash outflows using interest rates applicable to high quality corporate bonds or government securities which have terms to maturity approximating the terms of the related liability.

Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans are charged or credited to income over the average remaining service lives of the related employees.

For defined contribution plans, the company will pay contributions into a separate fund on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs.

(2) Termination benefits

Termination benefits are payable whenever an employee's employment is terminated, before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. Where the employee's employment is terminated at the normal retirement date, the entitlement to these benefits is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment, using an accounting methodology similar to that for defined benefit pension plans.

These obligations are valued every two years by independent qualified actuaries. As regards termination before the normal retirement date or voluntary redundancy, the Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Any such benefits falling due more than 12 months after balance sheet date are discounted to present value.

(3) Profit sharing and bonus plans

A liability for employee benefits in the form of profit sharing and bonus plans is recognised in other provisions when there is no realistic alternative but to settle the liability and at least one of the following conditions is met:

  • there is a formal plan and the amounts to be paid are determined before the time of issuing the financial statements; or
  • past practice has created a valid expectation by employees that they will receive a bonus/ profit sharing and the amount can be determined before the time of issuing the financial statements.

Liabilities for profit sharing and bonus plans are expected to be settled within 12 months and are measured at the amounts expected to be paid when they are settled.

(4) Equity compensation benefits

Share options are granted to certain members of senior management. Options are granted at a discount to the market price of the shares at the time the scheme was put into force (in respect of the old scheme) and at par value (in respect of the new scheme) on the respective dates of the grants and are exercisable at those prices. Options are exercisable beginning six months from the date of grant, in respect of the old scheme, and as regards the new scheme each option must be exercised within twelve months of its respective vesting period. Both schemes have a contractual option term of three years.

The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. At each balance sheet date, the Group revises its estimates of the number of options that are expected to become exercisable and recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Q Government grants relating to purchase of property, plant and equipment

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities and are credited to the income statement on a straight-line basis over the expected lives of the related assets.

R Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

The Group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.

Restructuring provisions comprise lease termination penalties and employee termination payments, and are recognised in the period in which the Group becomes legally or constructively committed to payment. Costs related to the ongoing activities of the Group are not provided in advance.

Long-term provisions are determined by discounting the expected future cash flows and taking the risks specific to the liability into account.

S Environmental rehabilitation costs

Group companies are generally required to restore quarries at the end of their producing lives to a condition acceptable to the relevant authorities and consistent with the Group's environmental policies and standards.

In the USA, costs associated with such rehabilitation activities are measured at the present value of future cash outflows expected to be incurred and are recognised as an asset, within property, plant and equipment, and a corresponding liability. The capitalised cost is depreciated over the useful life of the asset and any change in the net present value of the expected liability is included with finance costs. In Greece, costs associated with the rehabilitation of quarries and mines are expensed on an annual basis.

T Revenue recognition

Revenue comprises the fair value for the sale of goods and services net of value-added tax, rebates and discounts, and after eliminating sales within the Group. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer (usually upon delivery and customer acceptance) and the realization of the related receivable is reasonably assured.

Revenue arising from services is recognised on an accrual basis in accordance with the substance of the relevant agreements.

Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group.

Dividend income is recognised when the right to receive payment is established.

U Dividends

Dividends are recorded in the financial statements when declared.

V Segment reporting

Geographical segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments. Business segments provide products or services that are subject to risks and returns that are different from those of other business segments.

2. Financial Risk Management

A Financial risk factors

The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group as a whole.

Risk management is carried out by a central treasury department (The Corporate Treasury Department) under policies approved by the Board of Directors. The Corporate Treasury Department operates as a service department that provides services to all businesses within the Group, co-ordinates access to both domestic and international financial markets and manages the financial risks relating to the Group's operations. This includes identifying, evaluating and if necessary, hedging financial risks in close co-operation with the various entities within the Group. The Corporate Treasury Department does not undertake any transactions of a speculative nature or which are unrelated to the Group's trading activities.

The Board provides written principles for overall risk management, as well as written policies covering specific areas such as, foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and investing excess liquidity.

The Group's financial instruments consist mainly of deposits with banks, bank overdrafts, money market instruments, trade accounts receivable and payable, loans to and from subsidiaries, associates, joint ventures, equity investments, dividends payable and lease obligations.

(1) Foreign exchange risk

The Group operates internationally and undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts. The Group has potential currency exposures in respect of items denominated in foreign currencies comprising transactional exposure in terms of imports and exports incurred in currencies other than the Euro and in respect of investments in overseas operations.

Exposures are managed through the use of natural hedges as well as forward exchange contracts. It is the policy of the Group to use as natural hedges any material foreign currency loans against underlying investments in foreign subsidiaries whose net assets are exposed to currency translation risk, when possible. Hence currency exposure to the net assets of the Group's subsidiaries in the United States of America is managed primarily through borrowings denominated in US Dollars. In other markets where the Group operates, such as Egypt and certain Balkan countries the Group assesses the financing needs of the business and where possible matches the currency of financing with the underlying asset exposure. The exception to this is Egypt where the Group has an asset exposure in Egyptian pounds and a financing obligation in Japanese Yen. The Group has determined that the cost of refinancing the Yen obligation to Egyptian pounds is prohibitive. To more effectively manage this exposure, the Yen obligation has been switched to US Dollars through forward exchange contracts.

(2) Interest rate risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates. Exposure to interest rate risk on liabilities and investments is monitored on a proactive basis. In order to mitigate interest rate risk, the financing of the Group is structured on a pre-determined combination of fixed and floating interest rates. Interest rate derivatives may occasionally be used, if deemed necessary, to change the abovementioned combination.

It is the policy of the Group to continuously review interest rate trends and the tenure of financing needs. In this respect, decisions are made on an individual basis as to the term and fixed versus floating cost of a loan.

Consequently, all short term borrowings are entered into at floating rates. Medium and long-term facilities are normally entered into at fixed interest rates. This provides the Group the ability to avoid significant fluctuation in interest rate movements.

(3) Credit risk

The Group has no significant concentrations of credit risk. Trade accounts receivable consist mainly of a large, widespread customer base. All Group companies monitor the financial position of their debtors on an ongoing basis.

Where considered appropriate, credit guarantee insurance cover is purchased. The granting of credit is controlled by application and account limits. Appropriate provision for impairment losses is made for specific credit risks and at the year-end management did not consider there to be any material credit risk exposure that was not already covered by credit guarantee insurance or a doubtful debt provision.

The Group also has potential risk exposure on cash and cash equivalents, investments and derivative contracts. The Group minimises its counterparty exposure arising from money market and derivative instruments by only dealing with well-established financial institutions of high credit standing. The Group has policies in place that limit the amount of credit exposure to any one financial institution.

(4) Liquidity risk

Prudent liquidity risk management implies the availability of funding through adequate amounts of committed credit facilities, cash and marketable securities and the ability to close out those positions as and when required by the business.

The Group manages liquidity risk by proper management of working capital and cash flows. This is done by monitoring forecast cash flows and ensuring that adequate banking facilities and reserve borrowing facilities are maintained. The Group has sufficient undrawn call/demand borrowing facilities that could be utilised to fund any potential shortfall in cash resources.

B Accounting for derivative financial instruments and hedging activities

Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently are measured at their fair value. The method of recognising the resulting gain or loss is dependent on the nature of the item being hedged. The Group designates certain derivatives as either (1) a hedge of the fair value of a recognised asset or liability (fair value hedge), or (2) a hedge of a forecast transaction or of a firm commitment (cash flow hedge), or (3) a hedge of a net investment in a foreign entity on the date a derivative contract is entered into. Certain derivative transactions, while providing effective economic hedges under the Group's risk management policies, do not qualify for hedge accounting under the specific rules in IFRS.

Gains and losses on subsequent measurement

Gains and losses on subsequent measurement are recognised as follows:

  • Gains and losses arising from a change in the fair value of financial instruments that are not part of a hedging relationship are included in the net profit or loss for the period in which it arises.
  • Gains and losses from measuring fair value hedging instruments, including fair value hedges for foreign currency denominated transactions, are recognised immediately in net profit or loss.
  • Gains and losses from measuring cash flow hedging instruments, including cash flow hedges for forecasted foreign currency denominated transactions and for interest rate swaps, are initially recognised directly in equity. Should the hedged firm commitment or forecasted transaction result in the recognition of an asset or a liability, then the cumulative amount recognised in equity is adjusted against the initial measurement of the asset or liability. For other cash flow hedges, the cumulative amount recognised in equity is included in net profit or loss in the period when the commitment or forecasted transaction affects profit or loss.
  • When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative unrealised gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealised gain or loss is recognised in the income statement immediately.
  • Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. Where the hedging instrument is a derivative, any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. However, where the hedging instrument is not a derivative (for example, a foreign currency borrowing), all foreign exchange gains and losses arising on the translation of a borrowing that hedges such an investment (including any ineffective portion of the hedge) are recognised in equity.
  • The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific firm commitments or forecast transactions. The Group also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Offset

Where a legally enforceable right of offset exists for recognised financial assets and financial liabilities, and there is an intention to settle the liability and realise the asset simultaneously, or to settle on a net basis, all related financial effects are offset.

C Fair value estimation

The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. When use is made of interest rate swaps, the fair value is calculated as the present value of the estimated future cash flows.

In assessing the fair value of non-traded derivatives and other financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for the specific or similar instruments are used for long-term debt. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments.

The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.

3. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

A Estimated impairment of goodwill

Management tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note F (1). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (refer to note 9 below).

If the actual gross margin had been higher or the pre-tax discounted rate lower than management's estimates, the Group would not be able to reverse any impairment losses that arose on goodwill.

B Income taxes

Group entities are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Management recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

4. Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

Notes to the financial statements

Index to the notes to the financial statements Page
1 Segment information 23 - 25
2 Profit from operations 26
3 Finance costs - net 27
4 Staff costs 27
5 Income tax expense 28
6 Earnings per share 29
7 Dividend per share 29
8 Property, plant and equipment 30 - 31
9 Intangible assets 32
10 Investment properties 33
11 Available-for-sale investments 33
12 Other non-current liabilities 34
13 Non-current receivables 35
14 Inventories 35
15 Receivables and prepayments 36
16 Cash and cash equivalents 36
17 Trade and other payables 37
18 Borrowings 37 - 38
19 Deferred income taxes 39 - 41
20 Retirement and termination benefit obligations 42 - 43
21 Provisions 44
22 Financial instruments 45
23 Contigencies and commitments 46
24 Share capital 47
25 Fair value and other reserves 48
26 Cash generated from operations 49
27 Related party transactions 50
28
Principal subsidiaries and joint ventures
51
29
Reconciliation to International Financial Reporting Standards ("IFRS")
52 - 55
30 Minority Interests 56
31 Acquisition and disposal of subsidiaries 56
32 Interest in joint ventures 57
33 Post balance sheet events 57
34 Fiscal Years Unaudited by the Tax Authorities 58
Report of the auditors 59

1. Segment information

Primary Geographical segments

Although the Group's three main business segments are managed on a wordwide basis, they operate in four main geographical areas

Greece is the home country of the parent company which is also the main operating company. The areas of operation are principally cement, blocks, ready mix and aggregates, and porcelain activities.

For the year ended 31 December 2005

(all amounts in Euro thousands) Greece and the
European
Union
North America South East
Europe
Eastern
Mediterranean
Total
ASSETS
Non-current assets 305.758 681.308 153.686 117.252 1.258.004
Current assets 246.406 150.382 112.498 36.574 545.860
TOTAL ASSETS 552.164 831.690 266.184 153.826 1.803.864
LIABILITIES
Non-current liabilities 138.363 427.212 3.691 61.942 631.208
Current liabilities 197.937 43.532 18.506 23.911 283.886
TOTAL LIABILITIES 336.300 470.744 22.197 85.853 915.094

For the year ended 31 December 2004

(all amounts in Euro thousands) Greece and the
European
Union
North America South East
Europe
Eastern
Mediterranean
Total
ASSETS
Non-current assets 288.912 545.594 151.846 98.060 1.084.412
Current assets 208.221 105.736 73.077 62.320 449.355
TOTAL ASSETS 497.133 651.330 224.923 160.380 1.533.767
LIABILITIES
Non-current liabilities 152.439 351.419 2.800 89.648 596.306
Current liabilities 183.991 32.787 14.739 29.958 261.475
TOTAL LIABILITIES 336.430 384.206 17.539 119.606 857.781

1. Segment information (continued)

For the year ended 31 December 2005

Primary Geographical segments

(all amounts in Euro thousands) Greece and
the European
Union
North
America
South Eastern
Europe
Eastern
Mediterranean
Total
Gross turnover 546.077 605.127 157.996 52.448 1.361.648
Inter-segment turnover -19.672 -200 -49 - -19.921
Turnover 526.405 604.927 157.947 52.448 1.341.727
Earnings before interest, taxes and depreciation 165.715 139.477 56.311 27.670 389.173
Depreciation & amortization -13.770 -40.806 -8.708 -8.731 -72.015
Earnings before interest and taxes 151.945 98.671 47.603 18.939 317.158
Income from participations - - 1.008 - 1.008
Finance costs - net -14.573 -17.622 572 6.525 -25.098
Profit before taxes 137.372 81.049 49.183 25.464 293.068
Less: taxes -44.409 -30.216 -5.871 478 -80.018
Profit after taxes 92.963 50.833 43.312 25.942 213.050
Attributable to:
Titan Cement S.A. shareholders 92.958 50.833 40.418 25.919 210.128
Minority interest 5 - 2.894 23 2.922
Greece and
the European
Union
North
America
South Eastern
Europe
Eastern
Mediterranean
Total
Capital expenditure 39.473 89.941 14.118 2.203 145.735
Impairment of goodwill 3.928 - 4.000 - 7.928
Impairment charge/(credit) for bad and doubtful debts 1.728 294 -32 -36 1.954

Secondary Business segments

Cement Blocks, ready mix
and aggregates
Other Total
Turnover 773.051 551.121 17.555 1.341.727
Earnings before interest, taxes and depreciation 349.772 95.014 -55.613 389.173
Earnings before interest and taxes 300.641 74.383 -57.866 317.158
Total assets 1.422.085 368.658 13.121 1.803.864
Capital expenditure 96.253 47.241 2.241 145.735

At 31 December 2004, the Group was organised on a worldwide basis into three main business segments as detailed above.

Cement includes cement and cementitious materials.

Other operations of the Group mainly comprise porcelain, shipping and transport activities. Neither of which are of a sufficient size to be reported separately.

Turnover is based on the country in which the customer is located and comprises the sale of goods and services. There are sales between the segments. Total assets and capital expenditure are presented at the geographical segment of the owner company.

1. Segment information (continued)

For the year ended 31 December 2004

Primary Geographical segments

(all amounts in Euro thousands) Greece and
the European
Union
North
America
South Eastern
Europe
Eastern
Mediterranean
Total
Gross turnover 546.358 437.065 126.959 39.061 1.149.443
Inter-segment turnover -6.835 -99 -35 - -6.969
Turnover 539.523 436.966 126.924 39.061 1.142.474
Earnings before interest, taxes and depreciation 172.859 79.377 47.734 18.502 318.472
Depreciation & amortization -14.160 -33.994 -7.703 -7.790 -63.647
Earnings before interest and taxes 158.699 45.383 40.031 10.712 254.825
Income from participations - - 405 - 405
Finance costs - net 1.201 -9.744 8 -4.090 -12.625
Profit before taxes 159.900 35.639 40.444 6.622 242.605
Less: taxes -54.005 -4.538 -4.401 -4 -62.948
Profit after taxes 105.895 31.101 36.043 6.618 179.657
Attributable to:
Titan Cement S.A. shareholders 106.016 31.101 33.216 6.618 176.951
Minority interest -121 - 2.827 - 2.706
105.895 31.101 36.043 6.618 179.657
Greece and
the European
Union
North
America
South Eastern
Europe
Eastern
Mediterranean
Total
Capital expenditure 35.665 103.501 17.533 2.031 158.730
Impairment charge for property,plant and equipment - - - 491 491
Impairment charge/(credit) for bad and doubtful debts 2.336 -483 -313 - 1.540

Secondary Business segments

Cement mix and
aggregates
Other Total
Turnover 665.550 460.622 16.302 1.142.474
Earnings before interest, taxes and depreciation 294.259 83.467 -59.254 318.472
Earnings before interest and taxes 253.341 63.446 -61.962 254.825
Total assets 1.206.176 312.686 14.905 1.533.767
Capital expenditure 151.656 7.066 8 158.730

2. Profit from operations

The following items have been included in arriving at profit from operations:

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Depreciation on property, plant and equipment (Note 8)
Owned assets 69.320 58.270 11.016 10.604
Leased assets under finance leases 340 1.772 - -
69.660 60.042 11.016 10.604
Amortisation of government grants received -430 -228 -344 -290
69.230 59.814 10.672 10.314
Stripping amortisation 1.347 - - -
Impairment charge for property, plant and equipment (Note 8) - 491 - -
Profit / (loss) on disposal of property, plant and equipment 376 2.295 -69 235
Amortisation of intangibles (Note 9) 1.438 3.833 - -
Operating lease rentals - motor vehicles - 5.136 - -
Repairs and maintenance expenditure on property, plant and equipment 80.092 65.405 16.961 17.747
Costs of inventories recognized as an expense in Cost of Sales
Raw materials 126.826 111.654 31.982 29.964
Maintenance stores 72.923 69.013 59.208 53.449
Finished goods 193.290 152.865 3.815 369
393.039 333.532 95.005 83.782
Gain from sale of trading and other investments - -405 - -
Trade receivables - impairment charge for bad and doubtful debts (Note 15) 1.954 1.540 -794 2.734
Staff costs (Note 4) 232.146 215.682 66.421 64.298
Profit on disposal of subsidiaries (Note 31) - -1.811 - -

3. Finance costs - Net

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Interest income 4.204 6.143 516 1.141
Exchange differences gains/(losses) 5.096 3.463 -9.686 5.053
Interest expense -32.393 -26.958 -7.939 -5.413
Gains/(losses) on financial instruments -2.239 1.857 709 -60
Finance leases -304 -690 - -
-25.636 -16.185 -16.400 721
Less: Interest capitalized 538 3.561 - -
Finance costs - net -25.098 -12.625 -16.400 721

4. Staff costs

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Wages, salaries and social security costs 221.857 199.141 59.357 57.099
Profit sharing
Pension costs - defined benefit plans, (see note 20)
2.900
942
2.650
615
2.900
-
2.650
-

Other post retirement and termination benefits - defined benefit plans (e.g. Staff

leaving indemnities and post employment medical insurance), (see note 20)
6.447 13.276 4.164 4.549
Total staff costs 232.146 215.682 66.421 64.298
The employees in the Group are employed on a full-time basis.
Greece 1.834 1.844 1.135 1.158
Overseas 3.847 3.784 - -
5.681 5.628 1.135 1.158

5. Income tax expense

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Current tax 54.504 18,60% 46.642 19,23% 34.908 24,07% 33.792 22,69%
Deferred tax (Note 19) 25.514 8,71% 16.306 6,72% 4.299 2,96% 10.808 7,26%
80.018 27,30% 62.948 25,95% 39.207 27,04% 44.600 29,94%

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows:

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Profit before tax 293.068 242.605 145.017 148.949
Tax calculated at the statutory tax rate of 32% (2004:
35%)
93.782 32,00% 84.912 35,00% 46.405 32,00% 52.132 35,00%
Income not subject to tax -45.680 -15,59% -40.788 -16,81% -12.118 -8,36% -20.125 -13,51%
Expenses not deductible for tax purposes 28.161 9,61% 21.373 8,81% 298 0,21% -1.470 -0,99%
Assessed
losses
and
utilization
of
previously
unrecognized tax losses
-1.946 -0,66% 57 0,02% - - - -
Other taxes 8.940 3,05% 3.760 1,55% 4.622 3,19% 14.063 9,44%
Effect of different tax rates in other countries -5.081 -1,73% -6.244 -2,57% - - - -
Withholding tax on dividends - -150 -0,06% - - - -
Under provision prior years 1.842 0,63% 28 0,01% - - - -
Effective tax charge 80.018 27,30% 62.948 25,95% 39.207 27,04% 44.600 29,94%

6. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to shareholders, after taking into account the preferred ordinary dividend attributable to preferred ordinary shareholders, by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares, if any (see Note 24).

(all amounts in Euro thousands unless otherwise stated) Group Company
2005 2004 2005 2004
Net profit for the year attributable to Titan S.A. shareholders 210.128 176.951 105.810 104.349
Less: Preferred ordinary dividend -4.541 -3.936 -4.541 -3.936
Net profit attributable to ordinary shareholders 205.587 173.015 101.269 100.413
Weighted average number of ordinary shares in issue. 76.568.635 76.372.046 76.568.635 76.372.046
Basic earnings per ordinary share, according to IAS 33 (expressed in € ) 2,69 2,27 1,32 1,31
Net profit for the year attributable to Titan S.A. shareholders 210.128 176.951 105.810 104.349
Weighted average number of ordinary shares in issue 76.568.635 76.372.046 76.568.635 76.372.046
Weighted average number of preferred shares in issue 7.568.960 7.568.960 7.568.960 7.568.960
Total weighted average number of shares in issue 84.137.595 83.941.006 84.137.595 83.941.006
Basic earnings per ordinary and preferred share (expressed in € ) 2,50 2,11 1,26 1,24

The diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share options. For the share options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference is added to the denominator as an issue of ordinary shares for no consideration. No adjustment is made to earnings (numerator).

(all amounts in Euro thousands unless otherwise stated) Group Company
2005 2004 2005 2004
Net profit used to determine diluted earnings per ordinary share 205.587 173.015 101.269 100.413
Weighted average number of ordinary shares in issue 76.568.635 76.372.046 76.568.635 76.372.046
Adjustment for:
Share options 264.686 188.329 264.686 188.329
Weighted average number of ordinary shares for diluted earnings per share 76.833.321 76.560.375 76.833.321 76.560.375
Diluted earnings per ordinary share, according to IAS 33 (expressed in € ) 2,68 2,26 1,32 1,31
Net profit for the year attributable to Titan S.A. shareholders used to determine diluted
earnings per share
210.128 176.951 105.810 104.349
Weighted average number of ordinary shares for diluted earnings per share 76.833.321 76.560.375 76.833.321 76.560.375
Weighted average number of preferred shares in issue 7.568.960 7.568.960 7.568.960 7.568.960
Total weighted average number of shares in issue for diluted earnings per share 84.402.281 84.129.335 84.402.281 84.129.335
Diluted earnings per ordinary and preferred share (expressed in € ) 2,49 2,10 1,25 1,24

7. Dividend per share

The Board of Directors have proposed a dividend in respect of 2005 of € 0,60 per share (2004: € 0.52 per share) amounting to a total dividend of € 50.598.074,40 2004: € 43.747.196,48). This is expected to be ratified at the Annual General Meeting to be held in May 2006. The consolidated financial statements reflect these dividends payable, which are accounted for in shareholders' equity as appropriations of retained earnings in the years ending 31 December 2005 and 2004.

8. Property, plant and equipment

Group
(all amounts in Euro thousands)
Quarries Land Buildings Plant &
equipment
Motor
vehicles
Office
furniture,
fixtures and
equipment
Assets under
construction
Total
Year ended 31 December 2004
Opening net book amount 97.900 74.648 133.370 347.014 35.833 10.197 197.271 896.233
Additions 643 3.873 11.171 30.780 3.039 3.243 96.195 148.944
Disposals (Note 26) -1 -239 -52 -460 -39 -12 - -803
Subsidiary purchased 526 - 4.964 16.191 1.607 682 - 23.970
Disposal of subsidiary - - -1.840 -2.931 -248 -463 -180 -5.662
Reclassification of assets to other categories - 6.948 4.270 195.590 23.153 1.009 -225.862 5.108
Impairment charges (Note 2) - - - - -462 - -29 -491
Transfer to assets held for sale (Note 14) - - -710 -140 -12 -7 -1.500 -2.369
Transfers from inventories (Note 14) - - - 1.262 19 - - 1.281
Depreciation charge (Note 2, 26) -2.281 -465 -7.652 -35.767 -9.750 -2.355 - -58.270
Exchange differences -5.507 -2.979 -7.098 -21.862 7.203 311 -12.387 -42.319
Closing net book amount 91.280 81.786 136.423 529.677 60.343 12.605 53.508 965.622
Leased assets under finance leases
Opening net book amount - - - - 12.633 - - 12.633
Additions - - - 9.786 - - - 9.786
Reclassification of assets to other categories - - - -1.113 -3.996 - - -5.109
Exchange differences - - - -1.266 -7.519 - - -8.785
Depreciation charge (Note 2, 26) - - - -654 -1.118 - - -1.772
Closing net book amount - - - 6.753 - - - 6.753
At 31 December 2004
Cost 101.924 84.524 231.694 806.319 123.531 31.046 53.508 1.432.546
Accumulated depreciation -10.644 -2.738 -95.271 -269.889 -63.188 -18.441 - -460.171
Net book amount 91.280 81.786 136.423 536.430 60.343 12.605 53.508 972.375
Year ended 31 December 2005
Opening net book amount 91.280 81.786 136.423 529.677 60.343 12.605 53.508 965.622
Additions 450 1.187 7.576 18.323 4.350 2.243 111.606 145.735
Disposals (Note 26) - -11 -79 -417 -684 21 -83 -1.253
Reclassification of assets to other categories
Transfers from inventories (Note 14)
166
-
4.466
-
8.462
-
24.411
-341
17.384
-
1.189
-
-56.078
-
-
-341
Revaluations 152 82 1.741 1.018 66 10 150 3.219
Interest capitalized - - - - - - 538 538
Write-off -275 -26 -91 -182 -23 -39 - -636
Depreciation charge (Note 2, 26) -2.542 -844 -8.111 -43.693 -12.341 -1.789 - -69.320
Exchange differences
Closing net book amount
12.814
102.045
10.567
97.207
10.645
156.566
59.466
588.262
5.615
74.710
-3.522
10.718
3.255
112.896
98.840
1.142.404
Leased assets under finance leases
Opening net book amount - - - 6.753 - - - 6.753
Exchange differences - - - 1.028 - - - 1.028
Depreciation charge (Note 2, 26) - - - -340 - - - -340
Closing net book amount - - - 7.441 - - - 7.441
At 31 December 2005
Cost 116.696 101.207 266.483 928.277 151.016 29.358 112.896 1.705.933
Accumulated depreciation -14.651 -4.000 -109.917 -332.574 -76.306 -18.640 - -556.088
Net book amount 102.045 97.207 156.566 595.703 74.710 10.718 112.896 1.149.845

The Group has no pledges on the Group's owned assets.

8. Property, plant and equipment (continued)

Company
(all amounts in Euro thousands)
Quarries Land Buildings Plant &
equipment
Motor
vehicles
Office
furniture,
fixtures and
equipment
Assets under
construction
Total
Year ended 31 December 2004
Opening net book amount 528 4.935 46.598 138.591 1.578 6.995 13.990 213.215
Additions 216 435 5.247 21.158 172 2.543 - 29.771
Disposals (Note 26) -2 - -10 -93 -54 -13 - -172
Reclassification of assets to other categories
Transfers from inventories (Note 14)
166
-
-166
-
-
-
3.209
1.262
-
-
-
-
-3.209
-
-
1.262
Depreciation charge (Note 2, 26) -38 - -1.775 -7.344 -452 -996 - -10.605
Closing net book amount 870 5.204 50.060 156.783 1.244 8.529 10.781 233.471
At 31 December 2004
Cost 1.147 5.204 79.219 241.017 6.193 18.685 10.781 362.246
Accumulated depreciation -277 - -29.159 -84.234 -4.949 -10.156 - -128.775
Net book amount 870 5.204 50.060 156.783 1.244 8.529 10.781 233.471
Year ended 31 December 2005
Opening net book amount 870 5.204 50.060 156.783 1.244 8.529 10.781 233.471
Additions 265 394 3.052 12.366 114 1.417 9.187 26.795
Disposals (Note 26) -274 -26 -92 -5 -103 -51 - -551
Reclassification of assets to other categories - - -49 - - -16 - -65
Transfers from inventories (Note 14)
Depreciation charge (Note 2, 26)
-
-46
-
-
-
-1.598
-341
-8.002
-
-283
-
-1.087
-
-
-341
-11.016
Closing net book amount 815 5.572 51.373 160.801 972 8.792 19.968 248.293
At 31 December 2005
Cost 1.087 5.572 82.115 252.982 5.989 19.880 19.968 387.593
Accumulated depreciation -272 - -30.742 -92.181 -5.017 -11.088 - -139.300
Net book amount 815 5.572 51.373 160.801 972 8.792 19.968 248.293

9. Intangible assets

Group
(all amounts in Euro thousands)
Goodwill Other
intangible
assets
Total
Year ended 31 December 2004
Opening carrying amount 50.433 9.710 60.143
Additions - 619 619
Subsidiaries acquired - increase participation 49.130 - 49.130
Goodwill impairment -5.000 - -5.000
Subsidiaries disposed -8.344 - -8.344
Negative goodwill written-off against equity 13.751 - 13.751
Amortization charge (Note 2,26) - -3.833 -3.833
Exchange differences -2.935 -1.318 -4.253
Closing carrying amount 97.035 5.178 102.213

Year ended 31 December 2005

Opening carrying amount 97.035 5.178 102.213
Additions - 89 89
Subsidiaries acquired - increase participation 2.180 - 2.180
Written- off -3.928 -223 -4.151
Goodwill impairment -4.000 - -4.000
Reclassifications -3.074 3.074 -
Amortization charge (Note 2,26) - -1.438 -1.438
Exchange differences -1.115 1.212 97
Closing carrying amount 87.098 7.892 94.990

Impairment testing of goodwill that has an indefinite life

Goodwill acquired through business combinations has been allocated to the following cash-generating units ("CGU's") and is identified according to the region of operation and business segment:

Carrying amount of goodwill (by geographical segment):

2005 2004
(all amounts in Euro thousands)
Greece and the European Union 6.889 9.305
South Eastern Europe 54.273 61.797
Eastern Mediterranean 12.818 15.749
North America 13.118 10.184
87.098 97.035
Carrying amount of goodwill (by business segment):
Cement 77.082 84.580
Blocks, ready mix and aggregates 9.012 11.451
Porcelain, shipping and transport activities 1.004 1.004
87.098 97.035

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a three-year period.

The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill pertaining to those CGU's to which management expects an impairment to occur.

Budgeted gross margins - the basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budgeted year increased for expected efficiency improvements.

Key assumptions used for value in use calculations:

Discount rate: 10% - 18%
Sales growth: 6% - 12%
Gross margin: 40% - 50%
Perpetuity growth: 3%

10. Investment properties

For group purposes, there are no investment properties as the Company leases out such qualifying assets to certain of its subsidiary companies and therefore such properties are reclassified as property, plant and equipment on consolidation. Investment properties are measured at fair values based on management's estimations.

Company

(all amounts in Euro thousands)

2005 2004
At beginning of year 7.161 7.372
Gain / (loss) from measurement at fair value - -37
Reclassification of assets from / to other categories 65 -174
At end of year 7.226 7.161

11. Available-for-sale financial assets

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
At beginning of year 4.801 3.670 1.248 1.213
Additions 1.175 3.402 299 257
Disposals -2.122 -2.922 -498 -222
Revaluations 2.960 636 - -
Exchange differences -191 15 - -
At end of year 6.623 4.801 1.049 1.248
Analysis of available-for-sale financial assets:
Non-current portion 4.277 1.421 107 107
Current portion 2.346 3.380 942 1.141
6.623 4.801 1.049 1.248
Available-for-sale financial assets include the following:
Listed securities 4.120 3.553 - -
Non listed securities 2.503 1.248 1.049 1.248
6.623 4.801 1.049 1.248

Trading and other investments, comprising marketable equity securities, are fair valued annually at the close of business on 31 December. For investments traded in an active market, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is estimated by reference to the current market value of similar instruments or by reference to the discounted cash flows of the underlying net assets.

12. Other-non current liabilities

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Government grants 7.841 6.781 7.450 6.210
Deferred income 1.760 3.059 - -
9.601 9.840 7.450 6.210

Analysis of Government grants:

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
At beginning of year 6.781 5.326 6.210 5.018
Subsidiary purchased 232 326 - -
Additions 1.584 1.357 1.584 1.482
Written-off -326 - - -
Depreciation -430 -228 -344 -290
At end of year 7.841 6.781 7.450 6.210

Government grants are recognised at fair value when there is a certainty that the grant will be received and also when the Group complies with the terms and conditions of the grant.

Government grants received in respect of expenses are reflected in the income statement when the related expense is incurred so that the expense is matched to the income received.

Government grants relating to capital expenses are reflected as long term liabilities and are amortised on a straight line basis that reflects the estimated usefull life of the asset for which the grant was received.

13. Non-current receivables

Group
(all amounts in Euro thousands) 2005 2004 2005 2004
Utility deposits 1.831 2.290 1.603 2.420
Quarry restoration prepayments 3.049 2.521 - -
Other non-current assets 3.266 604 - -
8.146 5.415 1.603 2.420

14. Inventories

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Inventories
Raw materials 24.715 19.004 17.787 15.125
Maintenance stores 95.919 74.271 32.981 30.121
Finished goods 64.950 50.691 15.708 16.081
185.584 143.966 66.476 61.327
Less: Provision for obsolete inventory -9.971 -8.861 -2.132 -2.132
175.613 135.105 64.344 59.195
Property, plant and equipment held for sale (Note 8) - 2.369 - -
Transfer of major spare parts and stand by equipment to property,
plant and equipment (Note 8)
341 -1.281 341 -1.262
175.954 136.193 64.685 57.933

The Group has not pledged its inventories as collateral.

15. Receivables and prepayments

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Trade receivables 251.061 194.951 121.567 88.961
Less: Provision for doubtfull debts -10.739 -9.800 -5.751 -6.545
240.322 185.151 115.816 82.416
Prepayments & other receivables 39.739 51.442 15.659 6.980
Less: Provision for impairment of other receivables -7.643 -8.716 - -
32.096 42.726 15.659 6.980
Forward foreign exchange contracts at fair value (Note 22) - 3.497 - -
272.418 231.374 131.475 89.396

Analysis of provisions

(all amounts in Euro thousands) Provision for
Provision for
impairment of other
doubtfull debts
receivables
Group Company Group Company
Balance at 1 January 2005 9.800 6.545 8.716 -
Additions 2.294 - - -
Amount not utilized -340 -794 - -
Utilized during the year -1.247 - -1.073 -
Exchange differences 232 - - -
Balance at 31 December 2005 10.739 5.751 7.643 -

16. Cash and cash equivalents

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Cash at bank and in hand 334 321 12 19
Short-term bank deposits 94.808 78.087 5 2
95.142 78.408 17 21

Short-term bank deposits comprise primarily of time deposits and REPOS. The effective interest rates on these short-term bank deposits are based on Euribor rates, are negotiated on a case by case basis and have an average maturity period of seven days.

17. Trade and other payables

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Trade payables 79.220 54.363 26.005 24.472
Trade payables to related parties (Note 27) - - 6.623 11.539
Other payables 16.391 14.552 10.520 9.837
Accrued expenses 19.798 23.135 3.241 1.601
Social security 4.493 4.498 2.751 2.699
Debtors down payments/advances 4.657 5.578 934 1.162
Forward foreign exchange contracts (Note 22) 3.722 888 - 483
Other taxes 7.978 11.243 1.731 4.483
136.259 114.257 51.805 56.276

Other payables comprise mainly of insurance and employee benefit payables.

18. Borrowings

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Current
Loans in local currency - ( € denominated) 23.973 15.438 13.483 9.686
Loans in foreign currency 39.966 69.078 35.513 46.957
Finance lease liabilities 599 513 - -
64.538 85.029 48.996 56.643
Non-current
Bank borrowings (Loans in foreign currency) 419.747 402.076 62.203 62.378
Other borrowings in foreign currencies - 917 - -
Finance lease liabilities 5.278 5.090 - -
425.025 408.083 62.203 62.378
Total borrowings 489.563 493.112 111.199 119.021

The bank borrowings are unsecured. The fair values of the borrowings closely approximate their carrying amounts.

Maturity of non-current bank borrowings (excluding finance lease liabilities):

Group
(all amounts in Euro thousands) 2005 2004 2005 2004
Up to 2 years 48.832 50.578 - 14.683
Between 2 and 5 years 90.437 67.390 62.203 47.695
Over 5 years 280.478 284.108 - -
419.747 402.076 62.203 62.378

18. Borrowings (continued)

The effective interest rates as per the Profit and Loss account are as follows:

Group Company
2005 2004 2005 2004
Bank borrowings (foreign currency - USD) 5,95% 6,01% 4,26% 2,52%
Bank borrowings (foreign currency - JPY) 3,32% 3,42% - -
Bank borrowings (foreign currency - EGP) 11,03% 11,98% - -
Bank borrowings (foreign currency - GBP) 6,45% - 6,45% -
Bank borrowings (foreign currency - BGN) 5,86% 4,90% 5,97% -
Bank borrowings (local currency - €) 3,15% 2,48% 3,11% 3,07%
Finance lease liabilities 5,14% 5,14% - -
Bank borrowings in foreign currencies: Group Company
(all amounts in Local Currency thousands) 2005 2004 2005 2004
USD 446.249 436.998 84.965 148.926
JPY 4.120.976 9.120.449 - -
EGP 228.580 129.979 - -
GBP 92 - 92 -
BGN 50.000 6.800 50.000 -

The present value of the finance lease liabilities may be analyzed as follows:

(all amounts in Euro thousands) Group
2005 2004
Finance lease liabilities - minimum lease payments
Not later than 1 year 887 641
Later than 1 year and not later than 5 years 3.549 6.385
Later than 5 years 2.765 -
7.201 7.026
Future finance charges on finance leases -1.324 -1.423
Present value of finance lease liabilities 5.877 5.603
Present value of finance lease liabilities is as follows:
Not later than 1 year 724 512
Later than 1 year and not later than 5 years 2.896 5.091
Later than 5 years 2.257 -
5.877 5.603

Lease liabilities are effectively secured as the rights to the leased assets revert to the lessors in the event of default.

The Group has adequate undrawn committed and uncommitted borrowing facilities to meet future business requirements.

19. Deferred income taxes

Deferred income taxes are calculated in full on temporary differences under the liability method using the principal tax rates that apply to the countries where the companies of the group operate. The amounts shown in the balance sheet are to be recovered or settled in periods of more than 12 months from 31st December 2005.

The movement on the deferred income tax account is as follows:

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
At beginning of year 117.708 116.554 42.405 30.525
Income statement charge (Note 5) 25.514 16.306 4.299 10.808
Exchange differences 15.787 -16.224 - -
Tax charged to equity -16.246 1.072 -16.246 1.072
At end of year 142.763 117.708 30.458 42.405

The deferred tax charged to equity during the year refers to the hedging reserve.

Analysis of deferred tax liabilities (before set - offs)

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Property, plant and equipment 159.383 134.294 27.967 23.368
Provisions 3.253 -929 3.350 1.236
Receivables and prepayments 913 790 - -
Currency translation differences on derivative hedged position 2.902 19.806 2.902 19.806
166.451 153.961 34.219 44.410
Analysis of deferred tax assets
(all amounts in Euro thousands)
Intangible assets -1.445 -517 - -
Tax losses -2.637 -20.482 - -
Inventories -812 -2.074 - -
Post-employment and termination benefits -1.885 -1.698 - -
Receivables and prepayments -2.630 -911 -1.086 -
Other -18 -797 - -
Government grants -2.667 -1.903 -1.422 -688
Provisions -6.155 -2.617 -594 -
Trade and other payables -4.780 -3.937 - -
Currency translation differences on derivative hedged position -659 -1.317 -659 -1.317
-23.688 -36.253 -3.761 -2.005
Net deferred tax liability 142.763 117.708 30.458 42.405

19. Deferred income taxes (continued)

The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the year is as follows:

Group
(all amounts in Euro thousands)
1 January
2005
(Credited)/
charged to
net profit
(Credited)/
charged to
equity
Exchange
differences
31 December
2005
Deferred tax liabilities
Property, plant and equipment 134.294 7.788 - 17.301 159.383
Provisions -929 2.114 - 2.068 3.253
Receivables and prepayments 790 1 - 122 913
Currency translation differences on derivative hedged
position
19.806 - -16.904 - 2.902
153.961 9.903 -16.904 19.491 166.451
Deferred tax assets
Intangible assets -517 -892 - -36 -1.445
Tax losses -20.482 20.422 - -2.577 -2.637
Inventories -2.074 1.582 - -320 -812
Post-employment and termination benefits -1.698 75 - -262 -1.885
Receivables and prepayments -911 -1.597 - -122 -2.630
Other -797 -16 - 795 -18
Government grants -1.903 -586 - -178 -2.667
Provisions -2.617 -3.141 - -397 -6.155
Trade and other payables -3.937 -235 - -608 -4.780
Currency translation differences on derivative hedged
position
-1.317 - 658 - -659
-36.253 15.612 658 -3.705 -23.688
Net deferred tax liability 117.708 25.515 -16.246 15.786 142.763
Company
(all amounts in Euro thousands)
1 January
2005
(Credited)/
charged to
net profit
(Credited)/
charged to
equity
Exchange
differences
31 December
2005
Deferred tax liabilities
Property, plant and equipment 23.368 4.599 - - 27.967
Provisions 1.236 2.114 - - 3.350
Currency translation differences on derivative hedged
position
19.806 - -16.904 - 2.902
44.410 6.713 -16.904 - 34.219
Deferred tax assets
Receivables and prepayments - -1.086 - - -1.086
Government grants -688 -734 - - -1.422
Provisions - -594 - - -594
Currency translation differences on derivative hedged
position
-1.317 - 658 - -659
-2.005 -2.414 658 - -3.761
Net deferred tax liability 42.405 4.299 -16.246 - 30.458

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.

19. Deferred income taxes (continued)

The movement in deferred tax assets and liabilities (prior to offsetting balances within the same tax jurisdiction) during the year is as follows:

Group
(all amounts in Euro thousands)
1 January 2004 (Credited)/
charged to
net profit
(Credited)/
charged to
equity
Exchange
differences
31 December
2004
Deferred tax liabilities
Property, plant and equipment 124.839 4.831 - 4.624 134.294
Other - 568 - -568 -
Provisions 1.906 -5.708 - 2.873 -929
Receivables and prepayments 29 730 - 31 790
Inventories 52 -53 - 1 -
Convertible loans 201 -19 - -182 -
Government grants 106 -173 - 67 -
Currency translation differences on derivative hedged
position
18.734 - 1.072 - 19.806
145.867 176 1.072 6.846 153.961
Deferred tax assets
Forward exchange contracts -122 122 - - -
Intangible assets -718 201 - - -517
Tax losses -9.538 3.214 - -14.158 -20.482
Inventories -2.888 814 - - -2.074
Post-employment and termination benefits -3.777 2.079 - - -1.698
Receivables and prepayments -235 -676 - - -911
Other -641 -144 - -12 -797
Government grants -1.160 -678 - -65 -1.903
Provisions -8.584 14.802 - -8.835 -2.617
Accrued expenses -333 333 - - -
Trade and other payables - -3.937 - - -3.937
Currency translation differences on derivative hedged
position
-1.317 - - - -1.317
-29.313 16.130 - -23.070 -36.253
Net deferred tax liability 116.554 16.306 1.072 -16.224 117.708
(Credited)/ (Credited)/
Company
(all amounts in Euro thousands)
1 January 2004 charged to
net profit
charged to
equity
Exchange
differences
31 December
2004
Deferred tax liabilities
Property, plant and equipment 13.796 9.572 - - 23.368
Provisions - 1.236 - - 1.236
Currency translation differences on derivative hedged
position
18.734 - 1.072 - 19.806
32.530 10.808 1.072 - 44.410
Deferred tax assets
Government grants -688 - - - -688
Currency translation differences on derivative hedged
position
-1.317 - - - -1.317
-2.005 - - - -2.005
Net deferred tax liability 30.525 10.808 1.072 - 42.405

20. Retirement and termination benefit obligations

Greece

In respect of the Greek entities within the Group, Greek labor legislation requires that the payment of retirement and termination indemnities be based on the number of years of service to the Company by the employees and their final remuneration. The Group grants retirement indemnities which exceed the legal requirements. These retirement indemnities are unfunded and the liabilities arising from such obligations are actuarially valued by an independent firm of actuaries. The last actuarial valuation was undertaken in January 2005. The principal actuarial assumptions used were a discount rate of 4%, future salary increases of between 5% and 6% and future pension increases of 3% per annum.

USA

The Group's U.S. subsidiaries operate defined benefit plans and other post-retirement benefit plans. The method of accounting for the latter, as well as the valuation assumptions and the frequency of valuations are similar to those used for defined benefit plans.

Multi-employer plan

Certain employees participate in a union sponsored, defined benefit multi-employer pension plan. This plan is not administered by the Group's U.S. subsidiary and contributions are determined in accordance with the provisions of the negotiated labor contract. These contributions are affected by the funded status of the plan.

Excess benefit plan

This plan is intended to constitute an unfunded plan of deferred compensation for a selected group of highly compensated employees under the Employee Income Security Act of 1974 ("ERISA"). For this purpose the Group's U.S. subsidiary created an irrevocable trust to facilitate the payment of deferred compensation to participants under this plan. Under this plan, the participants are eligible to defer a certain percentage of eligible compensation for the applicable plan year. The Company matches 50% of the participants' contributions to the plan. Again, the Company's contributions are affected by the funded status of the plan.

All of the Group's U.S. subsidiary's defined benefit pension plans and all but one of its other post-retirement plans have been frozen as to new participants and credited service and is not material to the Group. One post-retirement benefit plan exists (for certain active and former employees) whereby eligible retirees receive benefits consisting primarily of assistance with medical insurance costs between the dates of early retirement and medicare eligibility. The company operates a defined contibution plan for it's employees.

20. Retirement and termination benefit obligations (continued)

The amounts recognized in the income statement relating to defined benefit pension plans and other post retirement and termination benefits (defined benefit plans) are as follows:

Group Company
2004
2.395 1.536 1.590 1.054
2.317 2.406 1.389 1.305
- 247 - 171
672 449 871 1.231
5.384 4.638 3.850 3.761
-750 -771 - -
4.634 3.867 3.850 3.761
2.435 9.115 - -
320 908 314 788
7.389 13.891 4.164 4.549
-
45.339 46.655 33.035 34.728
25.518
3.761
2.435 9.115 - -
-7.774 -5.784 -4.671 -5.165
38.937 39.642 23.293 24.114
2005
712
39.642
4.634
2004
685
32.444
3.867
2005
-
24.114
3.850

21. Provisions

Group
(all amounts in Euro thousands)
1 January 2005 Additions Used during
year
Exchange
differences
Balance at 31
December 2005
Provisions for rehabilitation of quarries a 6.073 756 - 810 7.639
Provisions for other taxes b 1.659 742 - 298 2.699
Litigation provisions c 3.430 2.072 -2.496 194 3.200
Other provisions d 7.899 - -2.915 91 5.075
19.061 3.570 -5.411 1.393 18.613
(all amounts in Euro thousands) 2005 2004
Non current provisions 14.136 18.045
Current provisions 4.477 1.016
18.613 19.061
Company
(all amounts in Euro thousands)
1 January 2005 Additions Used during
year
Exchange
differences
Balance at 31
December 2005
Other provisions d 3.749 - -331 - 3.418
3.749 - -331 - 3.418
2005 2004
3.418 3.749
- -
3.418 3.749

a. This provision represents the present value of the estimated costs to reclaim quarry sites and other similar post-closure obligations.

b. This provision relates to future obligations that may result from tax audits

c. This provision has been established with respect to claims made against certain companies in the Group by third parties.

d. Comprises other provisions relating to other risks none of which are individually material to the Group

22. Financial instruments

Derivative financial instruments Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Liabilities
Forward foreign exchange contracts at fair value (Note 17)
3.722 888 - 483
Assets
Forward foreign exchange contracts at fair value (Note 15)
- 3.497 - -

All forward exchange contracts are valued at fair value. The resultant gain or loss is included in finance costs on the income statement.

Commitments to buy and sell foreign currencies:

The amounts below represent the net Yen and Dollar equivalents to purchase and sell foreign currencies. The contracts will be utilized during the next twelve months.

Foreign Amount Average Rate to
the Yen/\$
(all amounts in local currency thousands) 2005 2004 2005 2004
Subsidiaries
Japanese Yen (Bought) 12.201.000 19.750.000 110,77 104,99
Japanese Yen (Sold) 8.075.000 10.050.000 113,96 103,71

Hedging of net investment in foreign subsidiary

Foreign currency debt of US \$ 20 million (2004: US \$ 60 million) recorded by the Group has been designated as a hedge of the net investment in Titan America. The fair value of the borrowing at 31 December 2005 was € 16.953.463 (2004: € 44.049.629). The foreign exchange loss of € 5.551.242 (2004: gai of € 3.349.619) on translation of the borrowing to Euro at the balance sheet date was recognised in shareholders' equity. The cumulative exchange gain at 31 December 2005 recognized in shareholders' equity amounted to € 45.318.420 (2004: € 34.623.818).

23. Contingencies and Commitments

Contingencies Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Guarantees to third parties on behalf of subsidiaries 109.088 119.225 393.480 337.418
Bank guarantee letters 3.343 5.673 2.162 4.610
Guarantees given in respect of government grants relating to property, plant and equipment 11.023 6.680 11.023 6.680
Other guarantees 14.518 14.459 12.980 11.485
137.972 146.037 419.645 360.193

The Group and the Company has contingent liabilities arising in the ordinary course of business. There are no litigations which may have an important and material impact on the financial status of the Group. The financial years, referred to in note 34, have not been audited by the tax authorities and therefore the tax obligations of the Company and its subsidiaries for those years have not yet been finalized.

There is a pending lawsuit regarding the claim from several employees of Cementarnica USJE A.D. concerning the participation of employees in it's profit. In accordance with the Collective Agreement and Labor Relation law in the FYROM, the legal procedure will determine to what extent the employees will participate the subsidiaries profit. This amount is not material to the Group's results.

As part of the Kyoto Protocol, the European Union has committed itself to reduce gas emissions which produce the greenhouse effect. Within this context a Community Directive was issued that foresees the commercialisation of CO2 emission licences. The directive has been transposed to Greek Legislation, impacting amongst other industries the cement industry. The Company has been made aware of its allocation, from 1 January 2005, in terms of the National Allocation Plan for CO2 emissions; however certificates have not been issued. In the event that the allocated amount will be lower than the Company's present emissions, the Company will incur costs by either having to acquire rights or via an investment in equipment that reduces the emission of the gas, otherwise it will be subject to penalties. Presently the Company believes that it will not incur such an obligation, once the handing of the CO2 emission licenses becomes effective.

Included in the tax exempt reserves are reserves that have been created by the Company and certain of its Greek subsidiaries following the application of paragraph 2 of L.3220/2004. The European Commission, following its recent Directive 2006/C20/05 that these tax exempt reserves have the form of a government subsidy, has requested the Greek Government to comment. If the European Commission finally concludes that the relevant reserves are a form of government subsidy then the affected Group companies will be required to submit to the taxation authorities the applicable income tax. As the outcome of the discussions between the Greek Government and the European Commission are uncertain at this time the Group is not in a position to determine the likely financial impact and has not provided for this contingent liability.

Other than the items referred to in the preceding paragraph, it is not anticipated that any material contingent liabilities will arise.

Contingent assets

Litigation between our subsidiary INTERTITAN S.A and the French state is pending before the competent French administrative court of appeal in regard to a claim of our subsidiary against the French state for damages, which at first instance had been accepted for € 2.663.375,40 plus interest.

Commitments

Capital commitments

Capital expenditure contracted for at the balance sheet date but not recognized in the consolidated financial statements is as follows:

Group Company
(all amounts in Euro thousands) 2005 2004 2005 2004
Property, plant and equipment 29.503 46.178 18.101 10.116
Total 29.503 46.178 18.101 10.116

Purchase commitments

The Group's US subsidiary has contracted to purchase raw materials and manufacturing supplies as part of its ongoing operations in Florida. This includes a contract to buy construction aggregates through a multi-year agreement at prevailing market prices.

Operating lease commitments - where a Group Company is the lessee

The Group leases motor vehicles, properties and other equipment under non-cancelable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights.

(all amounts in Euro thousands) Group
2005 2004
Not later than 2 years 6.510 7.539
Later than 2 years and not later than 5 years 3.063 3.550
Later than 5 years 3.728 3.551
13.301 14.640

24. Share capital

(all amounts are shown in Euro thousands unless otherwise stated)

Number of
ordinary
shares
Ordinary
Shares
Share
premium
Share options Number of
preferred
ordinary
shares
Preferred
ordinary
shares
Total number
of shares
Total
At 1 January 2004 38.181.932 91.637 17.095 - 3.784.480 9.083 41.966.412 117.815
Capitalization of reserves (Note 25) 38.181.932 61.091 - - 3.784.480 6.055 41.966.412 67.146
Issue of shares - share option scheme 196.400 393 2.490 - - - 196.400 2.883
At 31 December 2004 76.560.264 153.121 19.585 - 7.568.960 15.138 84.129.224 187.844
Share options (IFRS 2) - - - 731 - - - 731
Issue of shares - share option scheme 200.900 401 2.548 - - - 200.900 2.949
At 31 December 2005 76.761.164 153.522 22.133 731 7.568.960 15.138 84.330.124 191.524

The par value of ordinary and preferred shares is € 2.00 per share (2004: € 2.00 per share). All issued shares are fully paid.

Τhe trading price of the Titan Cement ordinary shares were € 34.50 and € 21.80 at December 31, 2005 and 2004, respectively.

Share options are granted to members of senior management. Movements in the number of share options outstanding are as follows:

2005 2004
Old scheme New scheme Total Old scheme New scheme Total
At 1 January 283.600 111.480 395.080 250.700 - 250.700
Share split - - - 229.300 - 229.300
Granted - 133.110 133.110 - 111.480 111.480
Exercised -200.900 - -200.900 -196.400 - -196.400
At 31 December 82.700 244.590 327.290 283.600 111.480 395.080

Share options outstanding at the end of the year have the following terms:

2005 2004
Expiration date Exercise price Old scheme New scheme Total Old scheme New scheme Total
2006 € 14,68 - - - 33.300 - 33.300
2007 € 14,68 82.400 - 82.400 250.300 - 250.300
2007 € 2,00 - 111.480 111.480 - 111.480 111.480
2008 € 2,00 - 133.110 133.110 - - -
82.400 244.590 326.990 283.600 111.480 395.080

Old scheme

At the annual general meeting of 5 July 2000, the shareholders approved the distribution of up to 400,000 ordinary voting shares by granting share options at an initial offer price of € 29,35 per share (now € 14.68 after split).

With a decision taken at the general meeting on 19 June 2002 and in accordance with the provisions of Law 2919/2001, the implementation of the program was extended to senior executives of subsidiaries of the Group. The options granted each year have a maturity period of three years and can be exercised either partially by one-third within the year of granting and the next two years or cumulatively at the end of the three-year period.

As a result of the decision taken at the Annual General Meeting on May 24, 2004 to reduce the nominal value per share (share split), it was decided at the Shareholders' General Meeting held on June 8, 2004 to modify this share option scheme by doubling the number of shares to 480,000 and to reduce the exercise price from € 29.35 to €14.68 per share. During the year under review, fortyone executives exercised options for 200.900 (2004: 196.400) shares. The remaining options for 82.700 (2004: 283.600) shares have not yet been exercised. During the 2005 financial year, members of the board exercised their rights for 30.800 shares (2004: 24,800 shares)

New scheme

On June 8, 2004 the Company approved a new share incentive scheme for the distribution of up to 400,000 ordinary voting shares by granting share options for the three year period 2004 to 2006 to certain executives of the Company and its subsidiaries. The exercise price was set at the nominal price of the share. Under this scheme, the options granted each year have a maturity period of three years and can be exercised after the completion of the three year period. Each option must be exercised within twelve months from its respective vesting period. If the deadline is exceeded then those particular options will irrevocably lapse. All vesting is conditional on the employee's continued employment throughout the vesting period. The number of options to be granted each year will depend on a number of market based performance features such as the performance of Titan shares compared to the performance of the Athens Securities Exchange and the share performance of other international cement producing companies. The number of options to be granted each year will be determined as follows:

1) One-third of options granted vest based on an individuals performance at the completion of the three year period

2) One-third of options granted vest based on the Titan Cement's stock performance relative to three Athens Stock Exchange indices during the three year period

3) One-third of options granted vest based on the Titan Cement's stock performance relative to that of twelve predefined cement producing companies during the three year period.

The options granted under the new scheme have been accounted for in terms of the requirements of IFRS 2 "Share based payments". The options granted under the old scheme are not subject to IFRS 2 as they were granted prior to the effective date of IFRS 2.

The fair value of the options granted under the new scheme, determined using the Black-Scholes valuation model, was €30,76 (2004: €18,44) per option. The significant inputs into the valuation model were share price at grant date of €34,50 (2004: €21,80), expected volatility of share price 21,6% (2004: 22.5%), dividend yield of 1,9% (2004: 2,4%) and an annual risk free rate of 2,8% (2004: 2,3%).

25. Fair value and other reserves

Group
(all amounts in Euro thousands)
Legal
reserve
Special
reserve
Contingency
reserve
Tax
exempt
reserves
under
special
laws
Revaluatio
n reserve
Currency
translation
differences
on
derivative
hedging
position
Translation
Reserve
Total
Balance at 1 January 2004 59.227 3.693 146.245 186.585 - 32.346 -116.374 311.722
Capitalization of reserves (Note 24) - - 27 -67.173 - - - -67.146
Movement in currency translation reserve - - - - - - -32.379 -32.379
Available-for-sale investments 499 - - - - - - 499
Movement on investment hedge net of deferred tax - - - - - 2.278 - 2.278
Transfer from retained earnings 4.737 - 20.357 34.484 - - - 59.578
Balance at 31 December 2004 64.463 3.693 166.629 153.896 - 34.624 -148.753 274.552
Movement in currency translation reserve - - - - - - 40.429 40.429
Fair value gains from subsidiaries which operate in
hyperinflation economies - - - - 2.959 - - 2.959
Movement on investment hedge net of deferred tax - - - - - 10.694 - 10.694
Transfer from retained earnings -11.874 -56 76.055 -8.050 - - 5.214 61.289
Balance at 31 December 2005 52.589 3.637 242.684 145.846 2.959 45.318 -103.110 389.923
Company
(all amounts in Euro thousands)
Legal
reserve
Special
reserve
Contingency
reserve
Tax
exempt
reserves
under
special
laws
Revaluatio
n reserve
Currency
translation
differences
on
derivative
hedging
position
Total
Balance at 1 January 2004 35.282 1.769 174.425 155.960 - 32.346 399.782
Capitalization of reserves (Note 24) - - - -67.146 - - -67.146
Movement on investment hedge net of deferred tax - - - - - 2.278 2.278
Transfer from retained earnings 4.737 - 18.532 34.484 - - 57.753
Balance at 31 December 2004 40.019 1.769 192.957 123.298 - 34.624 392.667
Movement on investment hedge net of deferred tax - - - - - 10.694 10.694
Transfer from retained earnings 5.273 - 39.141 10.798 - - 55.212
Balance at 31 December 2005 45.292 1.769 232.098 134.096 - 45.318 458.573

Based on existing Greek tax law, these reserves are exempt from income tax, provided that they are not distributed to shareholders. The Group does not intend to distribute these reserves and has thus not provided for the tax liability that would arise in the event that these reserves were to be distributed. Any distribution from these reserves can only occur following the approval of shareholders in a general meeting and once the applicable taxation is paid by the Company.

26. Cash generated from operations

(all amounts in Euro thousands) Group Company
2005 2004 2005 2004
Net Profit for the year as per income statements 213.050 179.657 105.810 104.349
Adjustments for:
Tax (Note 5) 80.018 62.948 39.207 44.600
Depreciation (Note 8) 69.660 60.042 11.016 10.604
Amortization of intangibles (Note 9) 1.438 3.833 - -
Amortization of government grants received -430 -228 -344 -290
Stripping amortization 1.347 - - -
Impairment charges (Note 8) - 491 - -
Provision for impairment of goodwill - write offs 8.152 - - -
(Profit)/ loss on sale of property, plant and equipment -376 -2.295 69 -235
Provision for impairment of debtors charged to income statement (Note 15) 1.954 1.540 -794 2.734
Provision for inventory obsolescence -429 - - -
Other provisions 3.570 776 -2 -
Provision for retirement and termination benefit obligations 7.069 12.982 3.850 3.761
Impairment of investment property - - - 37
Profit on disposal of subsidiaries - -1.811 - -
Profit on sale of trading and other investments -7.998 - - -
Interest income and net foreign exchange transaction gains -22.842 -12.115 -201 -6.540
Dividend income -1.008 -405 -29.175 -13.773
Interest expense and net foreign exchange transaction losses 46.692 30.962 17.678 6.842
Loss on financial instruments 10.238 - - 483
Gains on financial instruments -3 -1.577 -708 -423
Interest capitalized to fixed assets -538 -3.561 - -
Tax discount due to one off payment -451 -1.084 -369 -1.083
Share stock options 731 - 516 -
Changes in working capital:
Decrease / (increase) in inventories -39.310 -17.908 -6.752 -11.186
Decrease / (increase) in trade and other receivables -41.625 100.152 -30.497 107.918
(Decrease) / increase in trade and other payables -11.022 -13.090 -8.828 4.119
Cash generated from operations 317.887 399.309 100.476 251.917

In the consolidated cash flow statement, proceeds from the sale of property, plant and equipment comprise:

Net book amount (Note 8) 1.890 803 550 172
(Loss) / Profit on sale of property, plant and equipment 376 2.295 -69 235
Proceeds from the sale of property, plant and equipment 2.266 3.098 481 407

27. Related party transactions

The Group is controlled by Titan Cement S.A. ("The Company") who owns 100% of the Group's ordinary shares. Group directors own 17.3% (2004: 17,3%) of the Company's shares while the remaining 82.7% (2004: 82.7%) of the shares are widely held by the public (which includes institutional investors).

Various transactions are entered into by the Company and its subsidiaries during the year with related parties. These transactions occurred under terms that are no less favorable than those entered into with third parties, at normal market prices. Outstanding balances at year-end are unsecured and settlement occurs in cash. For the years ended 31 December 2005 and 31 December 2004, the Group has not raised any provision for doubtful debts relating to amounts owed by related parties as the payment history has been excellent. Intra-group transactions are eliminated on consolidation. Related party transactions exclusively reflect transactions between the companies of the group.

The following is a summary of transactions that were carried out with related parties during the year:

(all amounts in Euro thousands) 2005 2004
i) Sales of goods and services
Sale of goods to subsidiaries 97.721 75.331
Sale of services to subsidiaries and joint ventures 981 516
Use of assets by subsidiaries, rental income 52 27
ii) Purchases of goods and services
Purchase of goods from subsidiaries 8.036 12.041
Purchase of services from subsidiaries 20.105 19.069
iii) Year-end balances arising from purchases of goods and services
Payables to related parties (Note 17) 6.623 11.539
Receivables from related parties 39.432 15.053
iv) Key management compensation
Salaries and other short-term employee benefits 3.602 3.548
Post-employment benefits 107 86
v) Directors
6 6
Non-executive members on the Board of Directors 9 9
Executive members on the Board of Directors

vi) Contingencies and commitments (see Note 23)

28. Principal subsidiaries and joint ventures

Shareholding in subsidiaries and joint ventures

Subsidiary and joint venture name Country of incorporation
Nature of business
% of direct
investment
% of indirect
investment
Full consolidation method
Τitan Cement S.A Greece Cement Producer Parent
company
Albacem S.A. Greece Import & Distribution of Cement 100,000 -
Interbeton Construction Materials S.A. Greece Ready Mix & Aggregates 99,679 0,321
Intercement S.A. Greece Trading Company 99,950 0,050
Intertitan Trading International S.A. Greece Trading Company 99,995 0,005
Ionia S.A. Greece Porcelain 100,000 -
Lakmos S.A. Greece Trading Company 99,950 0,050
Quarries Gournon S.A. Greece Quarries & Aggregates 54,930 45,070
Tagarades Community Quarries S.A. Greece Quarries & Aggregates - 79,928
Quarries Corinthias S.A. Greece Quarries & Aggregates - 100,000
Leesem S.A. Greece Trading Company 9,744 90,256
Titan Cement International Trading S.A. Greece Trading Company 99,800 0,200
Titan Atlantic Cement Industrial and Commercial S.A. Greece Investment Holding Company 99,817 0,183
Aeolian Maritime Company Greece Shipping 100,000 -
Achaiki Maritime Company Greece Shipping 100,000 -
Kimolos Maritime Company* Greece Shipping 100,000 -
Naftitan S.A. Greece Shipping 99,900 0,100
Polikos Maritime Company Greece Shipping 100,000 -
Granitoid AD Bulgaria Trading Company - 99,669
Zlatna Panega Beton EOOD Bulgaria Ready Mix - 99,989
Zlatna Panega Cement AD Bulgaria Cement Producer - 99,989
Fintitan SRL Italy Import & Distribution of Cement 100,000 -
Separation Technologies Canada Ltd Canada Converter of waste material into fly ash - 100,000
Aemos Cement Ltd Cyprus Investment Holding Company 100,000 -
Balkcem Ltd Cyprus Investment Holding Company - 100,000
Iapetos Ltd Cyprus Investment Holding Company 100,000 -
Rea Cement Ltd Cyprus Investment Holding Company - 100,000
Themis Holdings Ltd Cyprus Investment Holding Company - 51,006
Tithys Ltd Cyprus Investment Holding Company - 100,000
Separation Technologies U.K. Ltd U.K Converter of waste material into fly ash - 100,000
Titan cement U.K. Ltd U.K Import & Distribution of Cement 100,000 -
Essex Cement Co. LLC U.S.A. Trading Company - 100,000
Markfield America LLC U.S.A. Insurance Company - 100,000
Pennsuco Cement Co LLC U.S.A. Cement Producer - 100,000
Roanoke Cement Co. LLC U.S.A. Cement Producer - 100,000
Separation Technologies LLC U.S.A. Converter of waste material into fly ash - 100,000
Standard Concrete LLC U.S.A. Trading Company - 100,000
Tarmac America LLC U.S.A. Cement Producer - 100,000
Titan Virginia Ready Mix LLC U.S.A. Ready Mix - 100,000
Τitan Αmerica LLC U.S.A. Investment Holding Company - 100,000
Cementara Kosjeric AD Serbia & Montenegro Cement Producer - 74,280
Usje Cementarnica AD F.Y.R.O.M Cement Producer -
-
94,835
-
Proportional method - -
Alexandria Portland Cement Co. S.A.E Egypt Cement Producer - 48,640
Beni Suef Cement Co.S.A.E. Egypt Cement Producer - 49,932
Blue Circle Cement Egypt S.A.E. Egypt Cement Producer - 48,490
Four M Titan Silo Co. LLC Egypt Cement Silo Operations - 49,322
Misrieen Titan Trade & Distribution Egypt Cement Silo Operations - 49,470
East Cement Trade Ltd Cyprus Investment Holding Company - 50,000
Βalkan Cement Enterprises Ltd Cyprus Investment Holding Company - 51,006
Alexandria Development Co.Ltd U.K. (Channel Islands) Investment Holding Company - 50,000
Lafarge Titan Egyptian Inv. Ltd U.K. (Channel Islands) Investment Holding Company - 50,000

29. Reconciliation to International Financial Reporting Standards ("IFRS")

Reconciliation of Equity at 31 December 2004

Group Company
(all amounts in Euro thousands) Greek
GAAP
Effect of
transition to
IFRS
IFRS Greek
GAAP
Effect of
transition to
IFRS
IFRS
Assets
Property, plant and equipment 807.018 165.357 972.375 166.346 67.125 233.471
Intangible assets 23.765 78.448 102.213 - - -
Investment properties - - - - 7.161 7.161
Investment (participations) 27.587 -27.587 - 513.348 -620 512.728
Other investments 181 1.240 1.421 107 - 107
Non current receivables 16.340 -10.925 5.415 2.420 - 2.420
Deferred tax assets - 2.988 2.988 - 2.005 2.005
Non-current assets 874.891 209.521 1.084.412 682.221 75.671 757.892
Inventories 130.573 5.620 136.193 61.327 -3.394 57.933
Receivables and prepayments 256.952 -25.578 231.374 112.739 -23.343 89.396
Trading and other investments 5.111 -1.731 3.380 1.141 - 1.141
Cash and cash equivalents 47.929 30.479 78.408 21 - 21
Current assets 440.565 8.790 449.355 175.228 -26.737 148.491
Total assets 1.315.456 218.311 1.533.767 857.449 48.934 906.383
Liabilities
Long term borrowings 326.335 81.748 408.083 62.378 - 62.378
Deferred income tax liabilities - 120.696 120.696 - 44.410 44.410
Retirement and termination benefit obligations 24.643 14.999 39.642 22.882 1.232 24.114
Provisions for other liabilities and charges 138.663 -120.618 18.045 37.950 -34.201 3.749
Other non current liabilities - 9.840 9.840 - 6.210 6.210
Non-current liabilities 489.641 106.665 596.306 123.210 17.651 140.861
Short term borrowings 64.726 20.303 85.029 56.643 - 56.643
Trade and other payables 120.258 -6.001 114.257 50.355 5.921 56.276
Current tax liabilities 60.575 -43.523 17.052 28.808 -21.282 7.526
Current provisions - 1.016 1.016 - - -
Dividends for shareholders 44.121 - 44.121 44.121 - 44.121
Current liabilities 289.680 -28.205 261.475 179.927 -15.361 164.566
Total liabilities (a) 779.321 78.460 857.781 303.137 2.290 305.427
Share capital 187.844 - 187.844 187.844 - 187.844
Reserves 322.745 139.930 462.675 366.468 46.644 413.112
Share capital & reserves 510.589 139.930 650.519 554.312 46.644 600.956
Minority Interest 25.546 -79 25.467 - - -
Total equity (b) 536.135 139.851 675.986 554.312 46.644 600.956
Total equity and liabilities (a+b) 1.315.456 218.311 1.533.767 857.449 48.934 906.383

29. Reconciliation to International Financial Reporting Standards ("IFRS") (continued)

Reconciliation of Profit and Loss for the period 1/1 - 31/12/2004

Group Company
Greek
GAAP
Effect of
transition to
IFRS
IFRS Greek
GAAP
Effect of
transition to
IFRS
IFRS
(all amounts in Euro thousands)
Turnover 1.104.381 38.093 1.142.474 430.680 - 430.680
Cost of sales -800.679 74.489 -726.190 -295.777 43.605 -252.172
Gross profit 303.702 112.582 416.284 134.903 43.605 178.508
Other operating income/ (expense) 19.401 -23.215 -3.814 5.541 -5.785 -244
Administrative expenses -67.797 -6.889 -74.686 -29.726 -148 -29.874
Selling and marketing expenses -23.333 4.021 -19.312 -3.622 1 -3.621
Earnings before interest, taxes and depreciation 231.973 86.499 318.472 107.096 37.673 144.769
Depreciation & amortization -151 -63.496 -63.647 -141 -10.173 -10.314
Earnings before interest and taxes 231.822 23.003 254.825 106.955 27.500 134.455
Finance costs - net -18.339 6.119 -12.220 8.417 6.077 14.494
Extraordinary items - net 16.956 -16.956 - 19.789 -19.789 -
Profit/(loss) before income tax (EBT) 230.439 12.166 242.605 135.161 13.788 148.949
Income tax net -58.685 -4.263 -62.948 -31.011 -13.589 -44.600
Profit for the period 171.754 7.903 179.657 104.150 199 104.349
Attributable to:
Titan Cement S.A shareholders 168.923 8.028 176.951 104.150 199 104.349
Minority interest 2.831 -125 2.706 - - -

29. Reconciliation to International Financial Reporting Standards ("IFRS") (continued)

(all amounts in Euro thousands)

Reconciliation of Equity

Group Company
As previously reported in Greek statutory financial statements at 31 December 2004 510.589 554.312
Adjusted for:
Recognition of deferred tax liabilities -29.124 -42.404
Change in economic useful lives of property, plant and equipment and restatement to historical cost
basis
87.894 73.024
Adjustment for provisions accounts according to I.A.S -25.320 -10.909
Revision to amortization of government grants based on IFRS revised economic useful lives of
appropriate assets and reclassification of government grants from equity to deferred income (non
current liabilities)
-4.211 -6.210
Reclassification of unrealized foreign currency gains to equity relating to US dollar loan used as a hedge
against the investment in US subsidiaries
33.641 33.626
Derecognition of intangible assets (previously recognized under Greek GAAP) -2.574 -
Differences arising from the method of accounting for Egyptian operations 1.226 -
Reclassification of goodwill from reserves (equity) to assets (non-current assets) and difference arising
from the translation of goodwill denominated in foreign currency and amortization of goodwill over
economic useful lives
85.372 -
Differences between Greek GAAP and IFRS exchange gains / losses on translation of financial
statements of foreign entities
-6.475 -
Recognition of derivative instruments (FEC's) at fair values -483 -483
Other -16 -
As restated to conform with the requirements of IFRS at 31 December 2004 650.519 600.956

29. Reconciliation to International Financial Reporting Standards ("IFRS") (continued)

Reconciliation of Net Income

Group Company
168.923 104.150
30.089 28.875
-3.931 -10.808
2.412 9.499
5.000 -
2.097 -
4.721 4.706
143 -
-172 -172
-13.853 -13.836
-15.943 -15.492
-2.650 -2.650
596 -
-481 77
176.951 104.349

30. Minority Interests

(all amounts in Euro thousands) 2005 2004
At beginning of year 25.467 52.569
Buy-out of minority interest - -28.842
Share of net profit of subsidiaries (per income statement) 2.922 2.705
Dividends -1.011 -965
Subsidiary's equity reduction portion to minority interest -9.799 -
Reclasifications from subsidiaries that operate in hyperinflationary economies (IAS 29) 914 -
Exchange differences -2.113 -
At end of year 16.380 25.467

31. Acquisition and disposal of subsidiaries

During the year under review, the Group had not disposed of any subsidiaries.

The subsidiaries BETOKAT ABETE and PAVLIDES BROS. READY MIX ABEE were merged with INTERBETON CONSTRUCTION MATERIALS S.A. at 2.7.2005 and 28.12.2005 respectively.

At 1.4.2005 the Group acquired 86,32% of PAVLIDES BROS. READY MIX ABEE and at 28.12.2005 the balance of the minorities of 13,68% and, as detailed above, the company was subsequently merged with INTERBETON CONSTRUCTION MATERIALS S.A.. The balance sheets of the company at the successive acquisition dates are presented below.

(all amounts in Euro thousands) 1.4.2005 31.12.2005
Acquisition percentage at: 86,32% 13,68%
Assets
Current assets 1.089 995
Inventory 30 2.093
Receivables & prepayments 816 836
Cash & cash equivalents 279 2
Total assets 2.214 3.926
Liabilities
Long term borrowings 123 -
Other liabilities & taxes payable 1.536 1.565
Total liabilities 1.659 1.565
Net assets 555 2.361
Net assets relating to Group's portion 479 323
Goodwill (recognised in the income statement) 1.238 -51
Total 1.717 272
Composed of
Cash outflow for acquisition of subsidiary 1.717 272
Cash & cash equivalents of acquired subsidiary -279 -2
Total cash outflow for subsidiary acquisition 1.438 270

32. Interest in joint ventures

The Group has a 50% interest in a joint venture, Lafarge Titan Egyptian Investments Limited ("LTEIL"), a company incorporated in Jersey and the principal activity of which is investment holding. LTEIL in turn has controlling interests in other entities. The following amounts represent the Group's share of the assets and liabilities and profit after tax of the joint ventures and are included in the consolidated balance sheet and income statement:

(all amounts in Euro thousands) 2005 2004
Property, plant and equipment 102.618 85.865
Intangibles and long-term receivables 14.804 17.195
Current assets 30.278 45.104
147.700 148.164
Non-current interest bearing borrowings 58.973 81.249
Other long-term liabilities 918 863
Provisions 4.757 9.691
Minority interests 142 91
Current non-interest bearing borrowings 4.453 20.303
Other short-term liabilities 11.049 9.804
80.292 122.001
Net assets 67.408 26.163
Profit / (Loss) after tax 36.024 5.085

There are no contingencies relating to the Group's interest in the joint venture. The average number of employees in the joint venture in 2005 was 809 (2004: 877).

33. Post balance sheet events

There are no events after 31 December 2005 considered to be material to the financial position of both the Group and the Company.

34. Fiscal years unaudited by the tax authorities

Titan Cement S.A 2002-2005 Rea Cement Ltd 2004-2005
Albacem S.A. 2003-2005 Themis Holdings Ltd 2004-2005
Interbeton Construction Materials S.A. 2000-2005 Tithys Ltd 2003-2005
Intercement S.A. 2003-2005 Separation Technologies U.K. Ltd (a)
Intertitan Trading International S.A. 2000-2005 Titan Cement U.K. Ltd (a)
Ionia S.A. 2002-2005 Essex Cement Co. LLC 2001-2005
Lakmos S.A. 2003-2005 Markfield America LLC 2001-2005
Quarries Gournon S.A. 2000-2005 Pennsuco Cement Co LLC 2001-2005
Tagarades Community Quarries S.A. 2003-2005 Roanoke Cement Co. LLC 2001-2005
Quarries Corinthias S.A. 2005 Separation Technologies LLC 2001-2005
Leesem S.A. 2003-2005 Standard Concrete LLC 2001-2005
Titan Cement International Trading S.A. 2001-2005 Tarmac America LLC 2001-2005
Titan Atlantic Cement Industrial and Commercial S.A. 2001-2005 Titan Virginia Ready Mix LLC 2001-2005
Aeolian Maritime Company 2000-2005 Titan America LLC 2001-2005
Achaiki Maritime Company 2000-2005 Cementara Kosjeric AD 2000-2005
Kimolos Maritime Company* 2000-2005 Usje Cementarnica AD 2004-2005
Naftitan S.A. 2003-2005 Alexandria Portland Cement Co. S.A.E. 2002-2005
Polikos Maritime Company 2000-2005 Beni Suef Cement Co.S.A.E. 1999-2005
Granitoid AD 2003-2005 Blue Circle Cement Egypt S.A.E. (a)
Zlatna Panega Beton EOOD 2002-2005 Four M Titan Silo Co. LLC 1997-2005
Zlatna Panega Cement AD 2005 Misrieen Titan Trade & Distribution (a)
Fintitan SRL (a) East Cement Trade Ltd 2003-2005
Separation Technologies Canada Ltd 2004-2005 Balkan Cement Enterprises Ltd 2003-2005
Aemos Cement Ltd 2000,03-05 Alexandria Development Co.Ltd (a)
Balkcem Ltd 2002-2005 Lafarge Titan Egyptian Inv. Ltd (a)
Iapetos Ltd 2000,03-05

(α) Under special tax status

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