NO TOCAR FORMATO

TRANSLATION INTO ENGLISH ‑ ORIGINALLY ISSUED IN SPANISH

MIRGOR

SOCIEDAD ANONIMA, COMERCIAL, INDUSTRIAL, FINANCIERA,

INMOBILIARIA Y AGROPECUARIA

EINSTEIN 1111 ‑ RIO GRANDE

TIERRA DEL FUEGO

ARGENTINA

financial statements for the THREE MONTH PERIOD beginning

january 1, and ended MARCH 31, 2005,

TOGETHER WITH THE LIMITED REVIEW REPORT

TRANSLATION INTO ENGLISH ‑ ORIGINALLY ISSUED IN SPANISH

BOARD OF DIRECTORS

MIRGOR S.A.C.I.F.I.A.

Chairperson

Lic. Roberto Gustavo Vázquez (*)

vice-Chairperson

Mr. José Fara (*)

directors

Mr. Sergio Vélez

Mr. André Gold

Mr. Alejandro Carrera (*)

alternate directors

Mr. José Luis Caputo

Mr.Emmanuel Lemaitre

Mr. Alain Marmugi

Mr. Eduardo García Terán

Mr. Martín Basaldúa

(*) Audit Committee Members

(Translation of the report originally issued in Spanish)

LIMITED REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS

To the Directors of

Mirgor Sociedad Anónima, Comercial, Industrial, Financiera,

Inmobiliaria y Agropecuaria

We have performed a limited review of the balance sheet of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria as of March 31, 2005, and the related statements of income, changes in shareholders’ equity, and cash flows for the three-month period then ended. We have also performed a limited review of the consolidated balance sheet of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and its subsidiary as of March 31, 2005, and the related consolidated statements of income and cash flows for the three-month period then ended, disclosed below as supplementary information. These financial statements are the responsibility of the Company’s Management.
Our review was performed in accordance with FACPCE (Argentine Federation of Professional Councils in Economic Sciences) Technical Resolution No. 7 applicable to the limited review of interim financial statements. Under such standards, a limited review consists primarily in applying analytical procedures to the accounting information and making inquiries of the persons in charge of accounting and financial matters. The scope of this review is substantially lesser than an audit on financial statements, which is intended to express an opinion on the financial statements taken as a whole. Therefore, we do not express such an opinion.
As of March 31, 2005, the Company and its subsidiary booked noncurrent minimum presumed income tax and value-added tax credits amounting to ARS 5,439,852, the recoverability of which depends on the companies’ possibility of carrying enough taxable income to absorb them. As of the date of issuance of this report, it is not possible to estimate the recoverable amount of such credits.
Based on our review, we have not become aware of any major amendment that should be made on the financial statements mentioned in paragraph 1 for the to be presented in conformity with professional accounting standards effective in he City of Buenos Aires, Argentina, and the applicable provisions of Argentine Business Associations Law and CNV (Argentine securities commission) regulations. This representation should be read considering the uncertainties described above in paragraph (3), the resolution of which my not be determined as of the date of this report.
In connection with the balance sheet of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and its subsidiary as of December 31, 2004, and the statements of income, changes in shareholders’ equity, and cash flows of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and its subsidiary for the three-month period ended March 31, 2004, presented for comparative purposes, we further report that:
1. On March 11, 2005, we issued an auditors’ report on the financial statements of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and its subsidiary as of December 31, 2004, which included a qualification for unresolved uncertainty related to the recoverability of certain tax credits amounting to ARS 5,620,578. We have not audited any financial statements as of any date for any period subsequent to December 31, 2004. During the three-month period ended March 31, 2005, the abovementioned uncertainty amounting to ARS 356,562 was resolved favorably, which was related to minimum presumed tax credits that the subsidiary carried as of December 31, 2004.
On May 11, 2004, we issued a limited review report of the financial statements of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria and its subsidiary for the three-month period ended March 31, 2004, which included a qualification for unresolved uncertainty regarding the recoverability of certain tax credits and receivables from the Federal Government amounting to ARS 8,218,000. During the year ended December 31, 2004, a portion of the tax credits with uncertain recoverability, amounting to ARS 3,345,000 as of March 31, 2004, was booked as allowance by the Company and its subsidiary.
In compliance with current regulations, we further report that:
The financial statements mentioned in paragraph (1) have been transcribed to the Inventory and Financial statements book.
The financial statements of Mirgor Sociedad Anónima, Comercial, Industrial, Financiera, Inmobiliaria y Agropecuaria result from books kept, in all formal respects, pursuant to current regulations, except as mentioned in note 9 to the accompanying financial statements.
The information included in points 2, 3 and 5 of the “Summary of events for the three-month period ended March 31, 2005", filed by the Company to meet CNV and BCBA regulations, results from the accompanying financial statements as of March 31, 2005, and 2004, and as of March 31, 2003, 2002, and 2001, (after being restated in constant pesos through February 28, 2003, as detailed in note 1(a) to the stand-alone financial statements attached hereto), not included in the document attached hereto, on which we have issued our limited review reports on May 19, 2003, May 22, 2002, and May 11, 2001, respectively, to which we refer and that should be read jointly with this report. The information for the periods ended March 31, 2002 and 2001, was not amended by the Company's Management to incorporate the changes in the measurement methods established in the new accounting standards effective as from January 1, 2003.
As of March 31, 2005, liabilities accrued in employer and employee contributions to the Integrated Pension Fund System resulting from the Company’s accounting books amount to ARS 107,129, none of which was due and payable as of that date.

Buenos Aires,

May 11, 2005


PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L. C.P.C.E.C.A.B.A. - R.A.P.U. Vol. I Fo. 13

Karen Grigorian (Partner) Certified Public Accountant (UBA) CPCECABA Vol. 175 Fo. 031

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MIRGOR SOCIEDAD ANONIMA, COMERCIAL, INDUSTRIAL, FINANCIERA, INMOBILIARIA Y AGROPECUARIA

registered office: Einstein 1111 – Río Grande – Tierra del Fuego, Argentina

Main business: Manufacture of air conditioning equipment for vehicles.

Registration date with the Public Registry of Commerce:

Of the articles of incorporation: June 1, 1971.
Of the last amendment to of the articles of incorporation: August 12, 2004.

Expiry of the articles of incorporation: May 31, 2070

fiscal year no. 35 beginning january 1, 2005,

summary OF EVENTS

For the three month period ended MARCH 31, 2005

(Figures stated in Argentine pesos, “ARS”– see Note 1)

brief comment on the company’s activities over the PERIOD. (*)

The economy continues to grow at significant rates, and the auto industry is currently contributing to an important portion of this increase. The initial boost given by the recovery in other economic sectors was fundamental to set in motion the domestic market, which had an unexpected dynamics for sector analysts during this period of the year.

However, there is an important number of factors that raise doubts on future economy: the lack of an agreement with the International Monetary Fund, the difficulties in gas and power supply, trade union conflicts and inflation.

The last two factors have already had a minor impact on the activity because the claims from the trade unions related to the industry made some production stops, and the fight against inflation impaired consumers' trust and threatened to affect interest rates.

Vehicle production statistics for Q1 2005 showed a 29% increase, while sales increased by 39.7% during the same period.

Unlike what happened last year, production and sales increase rates began to concur, although there is still a strong participation of imported vehicles in domestic marketing.

In addition, exports increased by 32.2% as a result of the strong impact of the new models launched in the last twelve months, as well as the new markets that opened for some factories that are able, thanks to their parent companies, to be the exclusive vendors of vehicles produced in Argentina.

The volume of Mirgor’s sales continues to grow faster than production due to the participation in new businesses.

The production of air conditioning systems for vehicles increased by 17.4% during Q1 2005. The market mean did not have the same increase because of the slight increase in General Motors’ production.

The systems for vehicles without air conditioning increased by 21%, also due to the change in General Motors’ production mix for Corsa Classic, a system that is not provided by Mirgor. The participation of vehicle air conditioning systems remained stable. Instrument panels increased by 17%.

The increase in sales permitted to keep a small profit margin, similar to that obtained during Q1 2004.

equity structure (figures related to the consolidated statements, stated in constant pesos – see note 1)


	03/31/2005	03/31/2004	03/31/2003	03/31/2002	03/31/2001

Current assets	88,637,108	69,542,984	64,443,113	89,294,740	67,119,368
Noncurrent assets	25,663,150	32,084,992	37,501,188	42,709,339	36,668,750
Total assets	114,300,258	101,627,976	101,944,301	132,004,079	103,788,118

Current liabilities	47,188,002	38,950,678	31,856,899	75,820,464	42,865,565
Noncurrent liabilities	3,705,127	6,921,002	13,091,835	-	-
Total liabilities	50,893,129	45,871,680	44,948,734	75,820,464	42,865,565

Minority interest	5,492	4,316	3,789	4,474	4,143

Shareholders' equity	63,401,637	55,751,980	56,991,778	56,179,141	60,918,410
Total liabilities and Shareholders’ equity	114,300,258	101,627,976	101,944,301	132,004,079	103,788,118

income structure (figures related to the consolidated statements and stated in constant pesos – see note 1)


	03/31/2005	03/31/2004	03/31/2003	03/31/2002	03/31/2003
Ordinary operating income (loss)	3,895,796	1,333,738	(453,103)	(397,172)	(795,855)
Financial expense	(3,054,086)	(679,802)	182,667	1,988,155	(2,125,785)
Other (expenses) / revenues	85,970	(34,916)	(985,552)	(111,152)	22,712
Income tax	(216,385)	(257,623)	(49,983)	-	-
Minority interest gain (loss)	(296)	(198)	(259)	(368)	33
Net income (loss) for the year	710,999	361,199	(1,306,230)	1,479,463	(2,898,895)

STATISTICAL DATA (1)


Number of units	03/31/2005		03/31/2004		03/31/2003		03/31/2002		03/31/2001
	Quarter	Accum	Quarter	Accum	Quarter	Accum.	Quarter	Accum.	Quarter	Accum.

Production (2)	35,812	35,182	48,844	48,844	37,810	37,810	23,367	23,667	56,327	56,327

Sales (3)	46,470	46,470	42,811	42,811	38,270	38,270	8,400	8,400	16,627	16,627


* Local	33,414	33,414	25,893	25,893	14,064	14,064	8,400	8,400
Equipment with air conditioning	18,198	18,198	15,506	15,506	5,578	5,578	4,495	4,495
Equipment without air conditioning	7,503	7,503	6,199	6,199	4,979	4,979	2,075	2,075
Dashboards	4,899	4,899	4,188	4,188	3,507	3,507	1,830	1,830
AA Res.	2,814	2,814	-	-	-	-	-	-
* Exports	13,056	13,056	16,918	16,918	24,206	24,206	-	-

As from this fiscal year, ICSA discloses the units sold as statistical information.
It includes the one related to Interclima S.A.
The units sold among companies are not included.
ratios (*)


	03/31/2005	03/31/2004	03/31/2003	03/31/2002	03/31/2001

Current ratio	1.88	1.79	2.02	1.18	1.57
Equity to debt ratio	1.25	1.22	1.27	0.74	1.42
Fixed asset-to-equity capital ratio	0.22	0.32	0.37	0.32	0.35

changes in the market price of shares (*) (1)


January 2004	January 2005	February 2004	February 2005	March 2004	March 2005

24.50	26.30	23.10	28.20	24.10	28.00

(1) Considering $ 1.00 per share.

prospects (*)

The company was able to transfer a portion of higher costs from the last few months to prices, although there were reductions in certain items. In general, auto part companies were able to transfer part of such increases in raw material and, at the same time, terminals increased their sale prices. To date, it was not possible to establish the impact of higher prices in the sale of vehicles to the local market.

A positive fact for the future industry is related to the export expectations that derive from the new investments in the auto industry. Some of them, such as Peugeot 307 and Toyota Hilux, were already launched, while Daimler Chrysler announced that in 2007 it will launch a new vehicle, mainly to be exported.

Mirgor is working strongly in the fulfillment of new business opportunities. In this regard, an agreement was reached with Peugeot to produce the automatic air conditioning version for Peugeot 307 model in Tierra del Fuego during this year. This agreement, which requires to start delivering in August 2005, will remain effective until Peugeot introduces the new 2006 version in the second half of 2005.

Meanwhile, new opportunities are being developed regarding vehicles, models and version that are being launched or that will be launched in the following years.

(*) Information not covered by the auditors’ report

Buenos Aires, May 11, 2005.


	MIRGOR S.A.C.I.F.I.A.



	Lic. Roberto G. Vázquez
	Chairman

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MIRGOR SOCIEDAD ANONIMA, COMERCIAL, INDUSTRIAL, FINANCIERA, INMOBILIARIA Y AGROPECUARIA

Financial statements related to fiscal year No. 35 for the period beginning January 1 and ended MARCH 31, 2005, presented comparatively with the prior fiscal year

registeredoffice:Einstein 1111 – Río Grande – Tierra del Fuego, Argentina

Main business: Manufacture of air conditioning equipment for vehicles.

Registration date with the Public Registry of Commerce:

Of the articles of incorporation: June 1, 1971.
Of the first amendment to the articles of incorporation: July 1, 1994.
Of the last amendment to the articles of incorporation: August 12, 2004.

Registration number with the IGJ (regulatory agency of business associations): 40,071

Expiry of the articles of incorporation: April 13, 2070.

Parent company: disclosed in note 6 to the stand-alone financial statements.

Capital structure: see note 3 to the stand-alone financial statements.

The Company is not enrolled in the Statutory Optional System for the Mandatory Acquisition of Public Offerings.


	PESOS
20,000,000 shares of common stock, face value, ARS 0.10 per share Subscribed, paid-in, issued, and registered with the Public Registry of Commerce	2,000,000

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MIRGOR S.A.C.I.F.I.A.

Supplementary information

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005,

AND AS OF DECEMBER 31, 2004

Figures stated in Argentine pesos – See note 1


	03/31/2005	12/31/2004
ASSETS
CURRENT ASSETS
Cash – Note 2	13,123,549	17,673,528
Short-term investments – Note 2	587	587
Trade receivables – Note 2	26,373,304	36,224,616
Taxes receivable – Note 2	325,333	533,832
Other receivables – Note 2	1,068,090	1,159,785
Inventories – Note 2	47,746,245	44,088,362
TOTAL CURRENT ASSETS	88,637,108	99,680,710

NONCURRENT ASSETS
Other receivables – Note 2	729,113	903,567
Taxes receivable – Note 2	5,851,873	5,832,788
Intangible assets – Note 1.e.b)	315,888	356,069
Property, plant and equipment – Note 1.e.a)	18,766,276	19,463,592
TOTAL NONCURRENT ASSETS	25,663,150	26,556,016
TOTAL ASSETS	114,300,258	126,236,726

Notes 1 through 5 to the consolidated financial statements and notes 1 through 13 to the stand-alone financial statements of MIRGOR S.A.C.I.F.I.A. are an integral part of and should be read together with these statements.

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Supplementary information

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005,

AND AS OF DECEMBER 31, 2004

Figures stated in Argentine pesos – See note 1


	03/31/2005	12/31/2004
LIABILITIES
CURRENT LIABILITIES
Trade payables – Note 2	33,537,801	36,745,075
Salaries, payroll and other taxes payable – Note 2	4,935,000	5,109,475
Customer prepayments - Note 2	2,842,208	4,291,125
Loans – Note 2	5,550,838	10,676,655
Other	231,010	304,307
Provisions	9,145	381,966
TOTAL CURRENT LIABILITIES	47,188,002	57,508,603

NONCURRENT LIABILITIES
Loans – Note 2	3,705,127	6,032,289
TOTAL NONCURRENT LIABILITIES	3,705,127	6,032,289
TOTAL LIABILITIES	50,893,129	63,540,892

Minority interest in subsidiaries	5,492	5,196

SHAREHOLDERS’ EQUITY	63,401,637	62,690,638
TOTAL LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS’ EQUITY	114,300,258	126,236,726

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Supplementary information

CONSOLIDATED STATEMENT OF INCOME

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2005,

PRESENTED COMPARATIVELY WITH THE SAME PERIOD OF THE PRIOR YEAR

Figures stated in Argentine pesos – See note 1


	03/31/2005	03/31/2004
Net sales (including VAT benefits amounting to 6,866,655 and 5,070,788)	47,816,497	34,700,574
Cost of goods sold	(40,695,996)	(30,610,724)
GROSS REVENUES	7,120,501	4,089,850

Administrative expenses - Exhibit H	(2,200,265)	(1,882,109)
Selling expenses – Exhibit H	(1,024,440)	(874,003)

Financial expense and holding losses from assets
Interest	(67,959)	75,179
Foreign exchange difference	(188,640)	(66,049)
Holding gains (losses) – Inventories	(1,270,371)	(1,183,790)
Allowance for impairment in value of trade receivables	(621,133)	-
Allowance for P&E impairment in value	70,423	-
Allowance for impairment in value in tax credits	(198,646)	462,887
Allowance for impairment in value of inventories	(656,455)	-
Current investments and tax credits	(67,435)	138,327
Financial expense and holding losses from liabilities
Interest	(427,283)	(593,291)
Foreign exchange difference	373,413	486,935
Other expense / income	85,970	(34,916)
Income (loss) before income tax	927,680	619,020
Income tax	(216,385)	(257,623)
Income (loss) after income tax	711,295	361,397
Minority interest in subsidiaries	(296)	(198)
NET INCOME FOR THE YEAR	710,999	361,199

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Additional information

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2005,

PRESENTED COMPARATIVELY WITH THE SAME PERIOD OF THE PRIOR YEAR

Figures stated in Argentine pesos – See note 1


	03/31/2005	03/31/2004
CHANGES IN CASH
Cash at beginning of year	17,673,528	13,782,122
Cash at end of year	13,123,549	8,782,154
Cash decrease	(4,549,979)	(4,999,968)

SOURCES OF CHANGES IN CASH

OPERATING ACTIVITIES
Ordinary income for the year	710,999	361,199
Interest and foreign exchange difference accrued	137,393	40,282
Income tax	216,385	257,623

Adjustments to reach net cash flows deriving from operating activities
PP&E depreciation and intangible assets amortization	1,112,416	1,243,943
Minority interest	296	198
Allowance for impairment in value of inventories (net effect)	656,455	(462,887)
Allowance for impairment in value of trade receivables	621,133	-
Allowance for PP&E impairment in value	(70,423)	-
Allowance for impairment in value in tax credits	198,646	-
Allowance for warranties and improve costs	(290,821)	-
Changes in operating assets and liabilities:
Trade receivables	9,230,179	(2,084,217)
Inventories	(4,314,339)	(4,404,820)
Trade payables	(3,207,274)	2,493,416
Salaries, payroll and other taxes (net of receivables)	(400,092)	(696,115)
Customer prepayments	(1,448,917)	(1,734,064)
Other	192,852	164,274
Interest repayment	(411,542)	(208,847)
Net cash flow provided by operating activities	2,933,346	(5,030,015)

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Additional information

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2005,

PRESENTED COMPARATIVELY WITH THE SAME PERIOD OF THE PRIOR YEAR

Figures stated in Argentine pesos – See note 1


	03/31/2005	03/31/2004
INVESTMENT ACTIVITIES
PP&E acquistion	(304,496)	(199,613)
Pre operating expenses additions	-	(435,179)
Net cash flow used in investment activities	(304,496)	(634,792)

FINANCING ACTIVITIES
Loan repayment	(7,178,829)	(2,335,161)
Inflows from new debts	-	3,000,000
NET CASH FLOW USED IN FINANCING ACTIVITIES	(7,178,829)	664,839
Net cash INCREASE (decrease)	4,549,979	(4,999,968)

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND MARCH 31, 2004.

Figures stated in Argentine pesos – See note 1

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Applicable accounting standards

The financial statements as of March 31, 2005, December 31, 2004 and March 31, 2004, have been prepared following CNV (Argentine Securities Commission) General Resolution No. 368 guidelines, within effective professional accounting standards with the restrictions and additions provided for in Resolution No. 459, which amended Exhibit I to Book No. 7 “Informative System” of such resolution and the discontinuance of the effects of changes in the currency purchasing power set forth by CNV General Resolution No. 441, as indicated in note 1 to the individual financial statements.

As established by Resolution No. 368 of the CNV (Argentine Securities Commission), the consolidated financial statements are required to be presented before the basic financial statements. This regulation only implies a change in the location of consolidated information, and it does not modify the fact that basic financial statements constitute the main information and consolidated financial statements are supplementary, as set forth by Argentine Business Associations Law and current professional accounting standards. Therefore, and for the correct interpretation thereof, these consolidated financial statements should be read together with the unconsolidated financial statements that are presented after the accompanying consolidated information.

Valuation and disclosure method summary

The valuation and disclosure methods used in the consolidated financial statements are similar to those disclosed in note 1 to the stand-alone financial statements, except for the valuation of interests in subsidiaries, which in the current consolidated statements have been incorporated line by line following the method of FACPCE (Argentine Federation of Professional Councils in Economic Sciences) Technical Resolution No. 21.

Consolidation bases

Following the procedure established in FACPCE Technical Resolution No. 21, MIRGOR S.A.C.I.F.I.A. has consolidated its financial statements as of March 31, 2005, December 31, 2004 and March 31, 2004, as the case may be, line by line with those of its subsidiary, Interclima Sociedad Anónima, in which it holds majority voting rights.

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004- Continued

Figures stated in Argentine pesos – See note 1

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - Continued

Corporate control is as follows:


Subsidiary		Interest in the common stock and voting rights as of 03//31/05, 12/31/2004 and 03/31/2004		Year-end-last financial statement published
Interclima Sociedad Anónima		99,9667		03/31/2005

In the consolidation, the amounts invested in the subsidiary and the share in income (loss) and cash flows are replaced by all the subsidiary’s assets, liabilities, income (loss) and cash flows, separately disclosing the minority interest. Receivables and payables, and transactions performed among members of the consolidated group were eliminated from the consolidation. Income (loss) deriving from transactions between members of the consolidated group not reported to third parties and contained in final assets and liabilities are fully eliminated.

Financial statements used in consolidation

To prepare the consolidated financial statements as of March 31, 2005, the financial statements of Interclima Sociedad Anónima as of that date were used. The audit report on these financial statements includes an “except for” qualification related to the estimation of the income tax payable on May 11, 2005. This adjustment has been considered for the interest valuation and, consequently, in these consolidated financial statements. Such audit report also includes a qualification for uncertainty related to the recoverability of tax credits.

The financial statements of Interclima Sociedad Anónima as of December 31, 2004, were used to prepare the consolidated financial statements as of that date. The limited review report thereon, dated March 11, 2005, included an “except for" qualification for the difference in the amount of the income tax payable (such adjustment has been considered to value the investment and, consequently, in the accompanying consolidated financial statements) and qualifications for unresolved uncertainties related to the recoverability of tax credits. The financial statements of Interclima Sociedad Anónima as of March 31, 2004, were used to prepare the consolidated financial statements as of that date. The limited review report thereon, dated May 11, 2004, included an “except for” qualification for the difference in the amount of the income tax payable (such adjustment has been considered to value the investment and, consequently, in the accompanying consolidated financial statements) and qualifications for unresolved uncertainties related to the recoverability of tax credits and receivables from Argentine government.

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004- Continued

Figures stated in Argentine pesos – See note 1

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - Continued

Changes in significant assets


	03/31/05 ARS	12/31/04 ARS
1. PP&E
Balance at beginning of year	19,463,592	22,822,091
Additions	304,496	1,803,819
Retirements (net of depreciation)	-	(8,067)
Impairment	70,423	(281,691)
Depreciation	(1,072,235)	(4,872,560)
Balance at end of period	18,766,276	19,463,592


	ARS	ARS
1. Intangible assets
Balance at beginning of year	356,069	32,903
Additions	-	482,175
Amortization	(40,181)	(159,009)
Balance at end of period	315,888	356,069

NOTE 2 – MAIN ACCOUNT BREAKDOWN


	03/31/05	12/31/04
ASSETS
CURRENT ASSETS
Cash
On hand and imprest fund in Argentine currency	22,810	11,869
On hand in foreign currency	89,206	102,517
In banks in Argentine currency	5,603,265	10,184,615
In banks in foreign currency	7,408,268	7,374,527
	13,123,549	17,673,528
Short-term investments
Savings account in Argentine currency and other	587	587
	587	587

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 - Continued

Figures stated in Argentine pesos – See note 1

NOTE 2 - MAIN ACCOUNT BREAKDOWN - Continued


	03/31/05	12/31/04
Trade receivables
Trade receivables	26,454,676	35,095,217
Trade receivables in foreign currency	542,510	566,341
Related Company – Note 3	482,254	1,048,061
Allowance for doubtful accounts	(1,106,136)	(485,003)
	26,373,304	36,224,616
Taxes receivable
VAT credit	143,909	390,339
Other	181,424	143,493
	325,333	533,832
Other receivables
Notes receivable	743,040	758,262
Interest to be accrued	(93,704)	(95,623)
Insurance to be accrued	54,372	217,877
Other	364,382	279,269
	1,068,090	1,159,785
Inventories
Manufactured products	13,134,712	15,033,064
Raw material	31,737,604	29,138,378
Raw material in transit	11,893,031	8,462,631
Stock at end of period	56,765,347	52,634,073
Prepayments to vendors in Argentine currency	737,656	710,736
Prepayments to vendors in foreign currency	1,322,439	1,166,295
Allowance for impairment in value	(11,079,197)	(10,422,742)
	47,746,245	44,088,362

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 - Continued

Figures stated in Argentine pesos – See note 1

NOTE 2 - MAIN ACCOUNT BREAKDOWN - Continued


	03/31/05	12/31/04

NONCURRENT ASSETS
Other receivables
Notes receivable	495,360	695,074
Interest to be accrued	(62,469)	(87,655)
Section 33, Law No. 19,550 companies (subsidiaries and affiliates) – Note 3	296,222	296,148
	729,113	903,567
Taxes receivable
VAT credit	3,858,325	3,739,417
Minimum presumed income tax	1,716,708	1,881,161
Reimbursements receivable in local currency	2,615,042	2,570,351
Promotional benefits receivable	885,447	952,882
Deferred tax credit	3,969,279	3,875,762
Allowance for impairment in value of the deferred tax credit	(3,677,134)	(3,875,762)
Other	27,852	33,977
Allowance for impairment in value	(3,543,646)	(3,345,000)
	5,851,873	5,832,788

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 - Continued

Figures stated in Argentine pesos – See note 1

NOTE 2 - MAIN ACCOUNT BREAKDOWN - Continued


	03/31/05	12/31/04
LIABILITIES
CURRENT LIABILITIES
Trade payables
In local currency	9,892,093	23,112,218
In foreign currency	22,083,962	12,803,767
In foreign currency – related company – Note 3	1,561,746	829,090
	33,537,801	36,745,075
Salaries, payroll and other taxes
Employee benefits	851,530	1,331,794
Taxes payable	4,083,470	3,777,681
	4,935,000	5,109,475
Customer prepayments
In foreign currency	2,842,208	4,291,125
	2,842,208	4,291,125
Loans
Financial loans in local currency	3,353,837	8,515,641
Financial loans in foreign currency	2,197,001	2,161,014
	5,550,838	10,676,655

NONCURRENT LIABILITIES
Loans
Financial loans in local currency	726,727	908,409
Financial loans in foreign currency	2,978,400	5,123,880
	3,705,127	6,032,089

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 – Continued

Figures stated in Argentine pesos – See note 1

NOTE 3 – RELATED - PARTY INFORMATION

The receivables from / payables to affiliates and the parent company related to the transactions performed during the three-month period ended March 31, 2005, and for the year ended December 31, 2004, are:


	03/31/2005	12/31/2004
Trade receivables
Valeo Sistemas Automotivos Ltd. (1)	482,254	1,048,061
Total	482,254	1,048,061

Other receivables (noncurrent)
Il Tevere S.A. (2)	296,222	296,148
Total	296,222	296,148

Trade payables
Valeo Sistemas Automotivos Ltd. (1)	515,181	147,539
Valeo Autoklimatizace S.R.O. (1)	-	59,499
Valeo Climatization S.A. (Euro) (1)	23,035	9,808
Valeo Klimasysteme GMBH (1)	-	5,643
Valeo Sistemas Automotivos (1)	89,510	150,645
Valeo Securite Habitable (1)	92,669	-
Valeo Autosystemiy SP. Z.O.O. (1)	-	44,492
Valeo Thermique Francia (1)	34,014	-
Valeo Térmico	234,456	-
Valeo Vymeniky Tepla s.r.o. (1)	47,548	51,517
Valeo Thermique Moteur (1)	222,715	185,190
VCC Up Echangeurs (1)	302,618	174,757
Total	1,561,746	829,090

Other payables (current)
VCC Up Echangeurs (1)	217,523	304,307
Total	217,523	304,307

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 – Continued

Figures stated in Argentine pesos – See note 1

NOTE 3 – RELATED - PARTY INFORMATION - Continued

The transactions with the parent and other related companies during the three month period ended March 31, 2005 and for the fiscal year ended December 31, 2004 are:


	12/31/2005
	Merchandise importation	Merchandise sold	Services received	Royalties	Financial prepayments

Valeo Sistemas Automotivos Ltd. (1)	956,374	927,062	-	-	-
Valeo China (1)	67,980	-	-	-	-
Valeo Autoklimatizace S.R.O. (1)	306,250	-	-	-	-
Valeo Climatización S.A. (Euro) (1)	76,232	-	-	-	-
Valeo Klimasysteme GMBH (1)	28,922	-	-	-	-
Valeo Componentes Automóviles (1)	18,991	-	-	-	-
Valeo Sistemas Automotivos (1)	475,202	-	-	-	-
Valeo Autosystemiy SP Z.O.O. (1)	28,117	-	-	-	-
Valeo Vymeniky Tepla s.r.o. (1)	1,214,940	-	-	-	-
Valeo Securite Habitacle (1)	277,314	-	-	-	-
Valeo Thermique Francia (1)	157,576	-	36,756	-	-
Valeo Thermique Moteur (1)	1,011,626	-	-	-	-
Valeo Zaragoza (1)	1,804,297	-	-	-	-
VCC Up Echangeurs (1)	869,615	-	-	217,523	-
Il Tevere S.A. (2)	-	-	-	-	296,222
	7,293,436	927,062	36,756	217,523	296,222


	12/31/2004
	Merchandise importation	Merchandise sold	Services received	Royalties	Financial prepayments

Valeo Sistemas Automotivos Ltd. (1)	948,449	1,132,976	-	-	-
Valeo Autoklimatizace S.R.O. (1)	197,024	-	-	-	-
Valeo Climatización S.A. (Euro) (1)	35,287	-	-	-	-
Valeo Klimasysteme GMBH (1)	24,769	-	-	-	-
Valeo Componentes Automóviles (1)	166,409	-	-	-	-
Valeo Sistemas Automotivos (1)	203,786	-	-	-	-
Valeo Climate Control Mexico (1)	126,413	-	-	-	-
Valeo Autosystemiy SP Z.O.O. (1)	76,399	-	-	-	-
Valeo Vymeniky Tepla s.r.o. (1)	1,079,459	-	-	-	-
Valeo Securite Habitacle (1)	178,907		-
Valeo Thermique Francia (1)	117,266	-	98,977	-	-
Valeo Thermique Moteur (1)	944,168	-	-	-	-
Valeo Zaragoza (1)	1,150,056	-	-	-	-
VCC Up Echangeurs (1)	748,100	-	-	226,622	-
	5,996,492	1,132,976	98,977	226,622	-

(1) Related company.

(2) Parent company.

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Supplementary information

notes to the consolidated financial statements as of MARCH 31, 2005 AND DECEMBER 31, 2004 – Continued

Figures stated in Argentine pesos – See note 1

NOTE 4 – INFORMATION BY SEGMENT

The Company operates in two business segments: automotive and residential. The applicable valuation standards to prepare the information by business segment are described in Note 1 to these financial statements.


	AIR CONDITIONING
	AUTOMOTIVE	RESIDENTIAL	TOTAL

REVENUES

Sales (net of imputed interest)	38,479,920	2,469,922	40,949,842
Tax benefit	6,344,680	521,975	6,866,655
Total	44,824,600	2,991,897	47,816,497

EQUITY

Allocated assets	112,113,359	2,186,899	114,300,258
Addition of P&E and intangibles	140,598	163,898	304,496

NOTE 5 – EXPLANATION ADDED FOR TRANSLATION INTO ENGLISH

These financial statements are the English translation of those originally issued in Spanish. They have also been reformatted in a manner different from that presented in Spanish, but in all other respects follow accounting principles that conform with the CNV regulations.

They are presented in accordance with generally accepted accounting principles in Argentina. The effects of the differences between such Argentine generally accepted accounting principles and the accounting principles generally accepted in the countries in which the accompanying financial statements are to be used, have not been quantified.

Accordingly, these financial statements are not intended to present financial position, results of operations and changes in financial position in accordance with accounting principles generally accepted in the countries of users of the financial statements, other than Argentina.

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EXHIBIT c

shares, debentures, other securities issued in series, and interest in OTHER company for the YEAR ended MARCH 31, 2005, presented comparatively WITH THE PRIOR FISCAL YEAR

Figures stated in Argentine pesos – See Note 1(a)


	03/31/2005											03/31/2004
						Information on the issuer
							Latest financial statements issued
Securities name and features	Face values	Amounts	Cost values	Value by the equity method	Book values	Main business	Date	Capital	Return for period	Equity	Interest % on capital stock		Book value

Companies under Law No. 19,550, Section 33 (subsidiaries and affiliates)

INTERCLIMA Sociedad Anónima	1	11,996	8,815,917	13,078,839	13,078,839	Auto-part manufacturing and interchanges for air conditioning and heating equipment	03/31/05	12,000	888,699	16,493,694	99.97%		12,580,275
Total noncurrent investments					13,078,839								12,580,275
Total investments					13,078,839								12,580,275

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EXHIBIT H

INFORMATION REQUIRED BY LAW No. 19,550, section 64 b(i) for the YEAR ended MARCH 31, 2005, presented comparatively with the prior FISCAL year

Figures stated in Argentine pesos – See Note 1(a)


	03/31/05				03/31/04
Accounts	Production costs	Administrative expenses	Selling expenses	Total	Total

Salaries and wages	1,729,523	642,074	91,498	2,463,095	1,832,403
Payroll taxes and employee benefits	410,087	188,739	24,378	623,204	449,615
Insurance	197,815	31,651	1,639	231,105	186,002
Fees and training expenses	63,196	174,317	600	238,113	167,211
Taxes, rates, and assessments	413,472	141,640	229,148	784,260	564,993
Other administrative expenses	-	687,271	-	687,271	468,180
PP&E depreciation	766,184	298,308	7,743	1,072,235	1,215,874
Intangible asset amortization	3,916	36,265	-	40,181	28,069
Other production expenses	593,475	-	-	593,475	430,793
Customs clearance and taxes	1,295,204	-	-	1,295,204	719,309
Other variable expenses	97,089	-	-	97,089	54,145
Miscellaneous expenses	-	-	55,399	55,399	50,313
Shipping, handling and freight	2,593,180	-	325,876	2,919,056	2,923,821
Other selling expenses	-	-	288,159	288,159	246,643
Total 03-31-2005	8,163,141	2,200,265	1,024,440	11,387,846
Total 03-31-2004	6,581,259	1,882,109	874,003		9,337,371

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balance sheet as of MARCH 31, 2005 and as of december 31, 2004

Figures stated in Argentine pesos


	03/31/2005	12/31/2004
ASSETS
CURRENT ASSETS
Cash – Note 2	12,118,985	17,560,540
Short-term investments – Note 2	587	587
Trade receivables – Note 2	23,402,834	19,339,173
Taxes receivable – Note 2	108,232	374,801
Other receivables – Note 2	1,050,297	1,152,008
Inventories – Note 2	42,858,506	37,698,347
TOTAL CURRENT ASSETS	79,539,441	76,125,456

NONCURRENT ASSETS
Long-term investments	13,078,839	12,580,275
Taxes receivable – Note 2	1,659,682	1,625,499
Other receivables – Note 2	729,113	903,567
Property, plant and equipment	16,195,713	16,935,314
Intangible assets	278,030	314,295
TOTAL NONCURRENT ASSETS	31,941,377	32,358,950
TOTAL ASSETS	111,480,818	108,484,406

The accompanying notes 1 to 13 are an integral part of these financial statements.

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balance sheet as of MARCH 31, 2005 and as of december 31, 2004

Figures stated in Argentine pesos


	03/31/2005	12/31/2004
LIABILITIES
CURRENT LIABILITIES
Trade payables– Note 2	28,423,329	19,685,746
Salaries, payroll and other taxes– Note 2	1,695,940	1,860,297
Loans – Note 2	5,550,838	10,676,655
Customer prepayments – Note 2	2,842,208	4,291,125
Other payables – Note 2	5,861,739	3,247,656
TOTAL CURRENT LIABILITIES	44,374,054	39,761,479

NONCURRENT LIABILITIES
Loans – Note 2	3,705,127	6,032,289
TOTAL NONCURRENT LIABILITIES	3,705,127	6,032,289
TOTAL LIABILITIES	48,079,181	45,793,768

SHAREHOLDERS’ EQUITY	63,401,637	62,690,638
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	111,480,818	108,484,406

The accompanying notes 1 to 13 are an integral part of these financial statements.

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statement of income for the three month period ENDED MARCH 31, 2005, presented comparatively with the same period of the prior year

Figures stated in Argentine pesos


	03/31/2005	03/31/2004
Net sales (including VAT benefits amounting to 6,344,680 and 5,070,788) – Note 4.A.e)	43,458,447	33,395,202
Cost of goods sold	(38,114,787)	(30,316,371)
GROSS REVENUES	5,343,660	3,078,831

Administrative expenses	(1,978,487)	(1,833,754)
Selling expenses	(882,641)	(788,342)
Ordinary income from long-term investments – Note 1	498,564	315,283
Financial expense and holding losses from assets
Interest	(60,576)	89,930
Foreign exchange difference	(113,025)	(222,913)
Holding (losses) – Inventories	(1,102,991)	(996,409)
Impairment in value of trade receivables	(621,133)	-
Impairment in value of inventories	(592,183)	373,795
Current investments and tax credits	(67,435)	138,327
Financial expense and holding losses from liabilities
Interest	(438,888)	(583,795)
Foreign exchange difference	340,163	495,814
Other (Expense) / Income – Note 2	385,971	294,432
NET INCOME FOR THE PERIOD	710,999	361,199
NET EARNINGS PER SHARE – NOTE 12
BASIC ORDINARY	0.0355	0.0181
DILUTED ORDINARY	0.0355	0.0181

The accompanying notes 1 to 13 are an integral part of these financial statements.

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statement of CHANGES IN SHAREHOLDERS’ EQUITY FOR THE THREE MONTH PERIOD ended MARCH 31, 2005,

presented comparatively with the SAME PERIOD OF THE prior year

Figures stated in Argentine pesos


	03/31/2005											03/31/2004
							Appropriated retained earnings
Detail	Capital stock	Capital stock adjustment	Noncapitalized contributions	Noncapitalized contribution adjustments	Issuance premiums	Total	Legal reserve	*Other reserves ()**	Total	Unappropriated retained earnings	Total	Total

Balances at beginning of year	2,000,000	4,155,936	497	717	5,243,562	11,400,712	2,280,143	73,708	2,353,851	48,936,075	62,690,638	55,390,781

Net income for the year	-	-	-	-	-	-	-	-	-	710,999	710,999	361,199
Balances as of March 31, 2005	2,000,000	4,155,936	497	717	5,243,562	11,400,712	2,280,143	73,708	2,353,851	49,647,074	63,401,637
Balances as of March 31, 2004	2,000,000	4,155,936	497	717	5,243,562	11,400,712	2,280,143	73,708	2,353,851	41,997,417		55,751,980

(*) See note 3(b)

The accompanying notes 1 to 13 are an integral part of these financial statements.

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statement of cash flows for THE THREE MONTH PERIOD ended MARCH 31, 2005, presented comparatively with the SAME PERIOD OF THE prior year

Figures stated in Argentine pesos


	03/31/2005	03/31/2004
CHANGES IN CASH
Cash at beginning of year	17,560,540	13,675,797
Cash at end of year	12,118,985	8,421,857
Cash increase	(5,441,555)	(5,253,940)

SOURCES OF CHANGES IN CASH

OPERATING ACTIVITIES
Ordinary income for the year	710,999	361,199
Interest and foreign exchange difference accrued	137,393	40,282

Adjustments to reach net cash flows deriving from operating activities
PP&E depreciation and intangible assets amortization	948,033	1,127,220
Allowance for impairment in value of trade receivables	621,133	-
Allowance for impairment in value of inventories (net effect)	592,183	(373,795)
Income (Loss) from long-term investments	(498,564)	(315,283)
Changes in operating assets and liabilities:
Trade receivables	(4,684,794)	(2,215,161)
Inventories	(5,752,342)	(3,985,370)
Trade payables	8,737,583	2,003,953
Salaries, payroll and other taxes (net of receivables)	68,029	(548,598)
Customer prepayments	(1,448,917)	(1,734,064)
Other	2,890,247	483,053
Interest repayment	(411,542)	(208,847)
NET CASH FLOW DERIVING FROM OPERATING ACTIVITIES	1,909,441	(5,365,411)

The accompanying notes 1 to 13 are an integral part of these financial statements.

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statement of cash flows for the THREE MONTH PERIOD ended MARCH 31, 2005, presented comparatively with the SAME PERIOD OF THE prior year

Figures stated in Argentine pesos


	03/31/2005	03/31/2004
INVESTMENT ACTIVITIES
PP&E acquisition	(172,167)	(118,189)
Intangible additions	-	(435,179)
NET CASH FLOW USED IN INVESTMENT ACTIVITIES	(172,167)	(553,368)

FINANCING ACTIVITIES
Loan repayment	(7,178,829)	(2,335,161)
Inflows from new debts	-	3,000,000
NET CASH FLOW USED IN FINANCING ACTIVITIES	(7,178,829)	664,839
Net cash INCREASE	(5,441,555)	(5,253,940)

The accompanying notes 1 to 13 are an integral part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Restatement into constant pesos

Professional accounting standards provide that financial statements are to be stated in constant pesos and that, in inflationary or deflationary conditions, the financial statements are to be restated into pesos with the purchasing power of the date of issuance of such statements, recognizing in accounts the changes in the “IPIM”, i.e. the wholesale price index published in the INDEC (Argentine Statistics and Census Bureau), in accordance with the restatement method established in Technical Resolution (TR) No. 6 of the FACPCE (Argentine Federation of Professional Councils in Economic Sciences).

The Company’s financial statements recognize the changes in the purchasing power of the peso through February 28, 2003, in accordance with Federal Executive Decree No. 664/2003 and CNV (Argentine National Securities Commission) No. 441. Under professional accounting standards the restatement method established in TR No. 6 should have been discontinued only as from October 1, 2003. The effects of failing to recognize variations in the currency purchasing power until such date were immaterial with respect to the accompanying financial statements.

New accounting standards applied to financial statements preparation and presentation

The CNV (Argentine National Securities Commission) issued General Resolution No. 459, dated May 18, 2004, whereby it adopted, with certain exceptions: (a) FACPCE (Argentine Federation of Professional Councils in Economic Sciences) Technical Resolutions Nos. 16 through 20, oportunately approved by the General Resolution N° 434 with the amendments introduced by CPCECABA (Buenos Aires City Professional Council) Resolution CD No.87/03, effective for fiscal years initiated January 1, 2003, or thereafter, and (b) FACPCE Technical Resolution No. 21, mandatory for fiscal years beginning April 1, 2004 (which has been applied in advance in these financial statements).

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

Valuation methods

The main valuation methods used to prepare the financial statements:

Cash:

In Argentine pesos: at nominal value as of each year-end or period-end.

In foreign currency: converted at the exchange rate effective as of each period-end or year end for the settlement of these transactions. Foreign exchange differences were charged to income for each period.

Receivables and payables:

In local currency: at the present value of the cash flows from which they will be generated discounted, as long as they have material effects, using imputed, explicit or market rates, as the case may be, effective at the time of each transaction.

In foreign currency: at the present value of the cash flows from which they will be generated discounted, as long as they have material effects, using imputed, explicit or market rates, as the case may be, effective at the time of each transaction. These amounts were converted into Argentine pesos at the exchange rate effective as of each period-end or year-end for the settlement of the related transactions. Foreign exchange differences were charged to income for the year.

Credit risk: In its usual course of business the Company grants credit to customers, including car plants, that represent about 99% of the total sales. The company evaluates permanently the financial capacity of its customers in order to reduce the possible risk of significant losses due to bad debts.

Financial instruments: the Company does not use derivative financial instruments. Receivables and payables related to usual business transactions are valued as stated in the previous paragraphs and, in the opinion of the management of MIRGOR, such valuation does not differ from their current value.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

Inventories

Raw materials (including those in transit) were valued at replacement cost at end of the period, considering the cash prices for usual purchase amounts. In addition, imported goods are valued at replacement cost at the foreign exchange rate effective at end of the period.

The products manufactured were valued at cash reproduction cost at end of the period limited by the net realization value thereof.

The prepayments to vendors are stated at nominal value, converted at the foreign exchange rate effective as of each period-end or year-end, provided that they are stated in foreign currency.

The value of inventories does not exceed their recoverable value.

Long-term investments:

Companies under section 33 - Law No. 19,550: at equity value as established by Technical Resolution No. 21 of the FACPCE (Argentine Federation of Professional Councils in Economic Sciences), which was calculated based on Interclima S.A.’s financial statements as of March 31, 2005, December 31, 2004, and March 31, 2004, on which an auditors’ report and a limited review report were issued, as the case may be, containing except-for qualifications and qualification on unresolved uncertainties about the recoverability of certain receivables.

In addition, upon determining the equity value, an adjustment to the subsidiary’s book value was taken into account to disclose the effects of failing to book income tax payables (see “Income tax – Situation in the subsidiary Interclima S.A.”).

Income from the interest in the subsidiary is included in a separate line in the statement of income.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

PP&E

P&E has been valued at original cost restated as mentioned in Note 1, net of accumulated depreciation until the end of each period or year.

P&E depreciation is calculated by the straight-line method, applying annual rates sufficient to extinguish P&E by the end of their estimated useful lives.

P&E valuation is checked to verify whether their value was impaired when there is any indication that their book value could exceed their recoverable value. The losses and recoveries from impairment in value are recognized in financial income (expense) and holding gains (losses) of the statement of income.

The value of P&E does not exceed its recoverable value.

Intangible assets

Intangible assets have been valued at original cost restated as mentioned in Note 1, net of accumulated depreciation until the end of each period or year.

The amortization is calculated following the straight-line method.

The valuation of intangible assets is checked to verify whether their value was impaired when there is any indication that their book value could exceed their recoverable value. The losses and recoveries from impairment in value are recognized in financial income (expense) and holding gains (losses) of the statement of income.

The book value of intangible assets does not exceed the recoverable value thereof.

The licenses to sell products acquired by the Company have been considered in this account, taking into account their capacity to generate earnings in the future, and have been amortized over three years counted as from their initial economic use.

Allowances:
Doubtful accounts: to offset and make trade receivables adequate on an individual analysis basis of those presenting uncollectibility rates.

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

1. Impairment in value: calculated on the basis of the recoverable value of deteriorated, obsolete or slow-moving items.
Impairment in value of asset for deferred tax: it was assessed based on the recoverable value that is determined by the company’s tax situation.
For impairment in value of tax credits: It has been set to reduce the book value of such credits at their estimated realizable values. In calculating them, the opinion of the Company’s management and legal counsel was taken into account.
Shareholders’-equity accounts:

They were restated as indicated in Note 1(a), except for the “Capital stock – Face value” and “Irrevocable contributions” accounts, which were booked at original value. The adjustment resulting from its restatement is disclosed under “Capital stock adjustment” and “Irrevocable contributions adjustment, respectively.

Statement-of-income accounts

Income (loss) from long-term investments was calculated by the equity method using the Company’s interest percentage on the subsidiary’s income (loss) for the same period deducting intercompany gains (losses). In addition, this account includes the adjustments necessary to make the valuation methods of the abovementioned company consistent with those of the subsidiary and the income tax adjustment (see section b.).

At nominal value, except for the following cases:

The depreciation of P&E and the amortization of intangible assets were calculated based on the value of the respective assets, after being restated as described in note 1(b).
The cost of goods sold was determined based monthly replacement costs.
“Financial income (expense) and holding gains (losses)" includes nominal financial income and expense, holding gains (losses) from inventories, the effect of valuing receivables and payables at present value, and the impairment in value and reversal in the impairment in value of assets.
The Company has segregated the imputed financial components accrued during each period provided that they were significant.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

Income tax – Tax on minimum presumed income
Status of Mirgor S.A.C.I.F.I.A.

During the current period, the Company did not accrue income tax since taxable income resulted in a NOL under current regulations.

Minimum presumed income tax is supplementary to income tax: while the latter is levied on taxable income for the year, minimum presumed income tax is a minimum levy determined by applying the current 1% rate on the potential income of certain assets. Therefore, the Company’s tax obligations shall be the higher of these two taxes. However, should minimum presumed income tax exceed income tax in any given fiscal year, such excess may be computed as payment on account of any excess of income tax over minimum presumed income tax occurring in any of the ten subsequent fiscal years.

The Company assesses the income tax charge by the deferred income tax method, which consists in recognizing (as asset or liability) the tax effect of temporary differences between the book and tax valuation of assets and liabilities, and the subsequent charge to income for the periods in which such assets or liabilities are reversed, and considering the possibility of using net operating losses in the future. Temporary differences determine tax asset or liability balances when their future reversal decreases or increases the tax assessed, respectively.

The Company carries net operating losses amounting to 9,637,897 (out of which 9,409,329 may be used until December 31, 2007, and the remainder, until December 31, 2009). As of March 31, 2005, there were deferred tax assets amounting to 3,677,134, which were fully impaired in their value based on current expectations about the possibility of using them against taxable income, and the Company’s tax situation described in note 4.

The changes in deferred income tax credit and the charge to income for the three-month period ended March 31, 2005, were as follows:

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued


	Deferred tax credit	Income tax Income / (Loss)

Balance at beginning of year, less the provision	-	-
Change in the deferred asset provision	(26,721)	(26,721)
Increase in temporary asset differences	(47,133)	(47,133)
Decrease in temporary liability differences	149,962	149,962
Balance as of year-end, less the provision	(76,108)	(76,108)
	-	-

The reconciliation between the charge to income booked in connection with income tax and the one resulting from applying the 35% rate established by current tax regulations on book income for each period is as follows:


		03/31/2005

Net income for the year before income tax		710,999
Permanent differences (*)		(634,654)
Taxable income before temporary differences		76,345

Tax rate		35%
Book income tax credit before provision		26,721
Allowance for impairment in value of deferred asset		(26,721)
Income-tax book charge		-

(*) Includes the out of earnings result by the system of industrial promotion in the Province of Tierra del Fuego.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

The detail of deferred tax credit as of March 31, 2005 and December 31, 2004 is the following:


	03/31/2005	12/31/2004
Assets temporary differences

Non-deductible allowances	704,376	702,128
2002 foreign exchange difference	49,381	98,762
NOLs	3,373,264	3,399,985

Liability temporary differences

P&E depreciation	(449,887)	(599,849)
Deferred tax credit as of year-end before provisions	3,677,134	3,601,026
Allowance for impairment in value	(3,677,134)	(3,601,026)
Deferred tax credit as of year-end before provisions	-	-

In the period ended March 31, 2005, the 56,928 amount assessed for minimum presumed income tax was higher than income tax, which was booked in noncurrent tax credits. The accumulated amount to date is 1,581,527 since the Company’s Management understands that based on its future business plan such amounts would be recoverable.

1. Situation in the subsidiary ICSA

Interclima S.A. has not accrued income tax because it understands that, as a result of the economic crisis caused by the end of the currency board in 2002, the macroeconomic conditions in Argentina were favorable to make a tax adjustment for inflation, as set forth in Income Tax Law.

The subsidiary prepared and filed the income tax return for tax period 2002, which included such adjustment and gave rise to a net operating loss of about 5,200,000.

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

If the tax adjustment for inflation had not been made, the subsidiary would have determined income tax amounting to about 384,342 for tax year 2002, (after computing prior-period NOLs), 854,892 for tax year 2003, 1,279,585 for the tax year ended December 31, 2004, and 39,793 for the three-month period ended March 31, 2005, which represent original values without computing financial adjustments.

Interclima S.A. filed a remedy with justice to seek the related jurisdictional protection because it understood, that due the high inflation that affected tax year 2002, section 39, Law No. 24,073 dated 1992, should be abrogated, as it established a 1.00 (one) index applicable to the tax adjustment for inflation and suspended such adjustment in taxable income, which had been introduced by legislation in an economic context differing completely from year 2002. Consequently, the liabilities resulting from the original value of 2,558,612, plus interest accrued, amount to about 540,096, and were not booked in the subsidiary’s financial statements as of March 31, 2005; however, as from 2003, the company considered such contingency to value the investment. (see “Long-term interests in subsidiaries”).

On July 17, 2003, the judge hearing on the case granted the injunction requested by the subsidiary and instructed the Argentine Government to refrain from filing any administrative or judicial proceeding, making any claim, demand or accusation and imposing penalties based on the alleged prohibition to apply the adjustment for inflation.

On October 15, 2004, the trial court judge hearing on the constitutional protection action filed by the subsidiary decided that the AFIP accept the legitimacy of the adjustment for inflation provided for in Income Tax Law No. 20,628 Title VI and resolved to declare the unconstitutionality of section 4, Law No. 25,561, amending sections 7 and 10, Law No. 23,928, and section 5 of Presidential Decree 214/02, and section 39, Law No. 24,073, since they disregard sections 14 and 17 of the Argentine Constitution, and it has ordered the AFIP to compute the adjustment for inflation in the fiscal year ended December 31, 2002, and filed on May 8, 2003.

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 2 – MAIN ACCOUNT BREAKDOWN


	03/31/2005	12/31/2004
CURRENT ASSETS
Cash
On hand and imprest fund in Argentine currency	18,947	6,734
On hand in foreign currency	89,206	102,517
In banks in Argentine currency	4,602,564	10,076,762
In banks in foreign currency	7,408,268	7,374,527
	12,118,985	17,560,540

Short-term investments
Savings account in Argentine currency and other	587	587
	587	587

Trade receivables
Trade receivables in Argentine currency	23,966,460	19,274,435
Trade receivables in foreign currency	542,510	549,741
Allowance for impairment in value of trade receivables	(1,106,136)	(485,033)
	23,402,834	19,339,173

Taxes receivable
VAT credit	23,539	269,969
Other	84,693	104,832
	108,232	374,801

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 2 – MAIN ACCOUNT BREAKDOWN - Continued


		03/31/2005		12/31/2004
Other receivables
Notes receivables		743,040		758,262
Interest to be accrued		(93,704)		(95,623)
Insurance to be accrued		54,372		217,877
Other		346,589		271,492
		1,050,297		1,152,008
Inventories
Manufactured products		11,451,576		13,925,485
Raw material		29,530,432		24,406,285
Raw material in transit		10,504,180		7,613,510
Stock at end of period		51,486,188		45,945,280
Prepayments to vendors in Argentine currency		577,531		529,327
Prepayments to vendors in foreign currency		1,044,547		881,317
Allowance for impairment in value		(10,249,760)		(9,657,577)
		42,858,506		37,698,347
NONCURRENT ASSETS
Taxes receivable
VAT credit – Note 4		93,481			93,481
Minimum presumed income tax – Note 4		1,581,527			1,524,599
Promotional benefits receivable – Note 4		885,447			952,882
Reimbursements receivable in local currency		1,016,396			971,705
Deferred tax credit		3,667,134			3,601,026
Allowance for impairment in value of the deferred tax credit		(3,677,134)			(3,601,206)
Other		27,831			27,832
Allowance for impairment in value		(1,945,000)			(1,945,000)
		1,659,682			1,625,499
Other receivables
Notes receivable	495,360		695,074
Interest to be accrued	(62,469)		(87,655)
Section 33, Law No. 19,550 companies (subsidiaries and affiliates) – Note 7	296,222		296,148
	729,113		903,567

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 2 – MAIN ACCOUNT BREAKDOWN – Continued


			03/31/2005			12/31/2004
CURRENT LIABILITIES
Trade payables
In local currency	9,231,373				7,400,450
Related companies – Note 7	1,361,796				732,498
In foreign currency	17,830,160				11,552,798
	28,423,329				19,685,746
Salaries, payroll and other taxes
Employee benefits		803,961		1,177,025
Taxes payable		891,979		683,272
		1,695,940		1,860,297
Loans
Financial loans in local currency		3,353,837		8,515,641
Financial loans in foreign currency		2,197,001		2,161,014
		5,550,838		10,676,655
Customer prepayments
In foreign currency		2,842,208				4,291,125
		2,842,208				4,291,125
Other payables
Companies under Section 33, Law No. 19,550 (subsidiaries and affiliates) – Note 7		5,644,216		2,943,349
In foreign currency – Note 7		217,523		304,307
		5,861,739		3,247,656
NONCURRENT LIABILITIES
Loans
Financial loans in local currency		726,727		908,409
Financial loans in foreign currency		2,978,400		5,123,880
		3,705,127		6,032,289

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 2 – MAIN ACCOUNT BREAKDOWN – Continued


	03/31/2005	03/31/2004
OTHER EXPENSE / INCOME
Leases	300,000	300,000
Other	85,971	(5,568)
	385,971	294,432

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity

Capital stock status

The Company’s capital stock consists of 20,000,000 common, book-entry shares, with 0.10 face value, which is fully registered, subscribed and paid-in, according to the following breakdown:


Class	Votes	Number
A B C	Entitled to three (3) votes each Entitled to three (3) votes each Entitled to one (1) votes each	5,200,000 5,200,000 9,600,000
Total		20,000,000

Each “Class A”, “Class B” or “Class C” shares have the same rights to collect dividends.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity – Continued

Other reserves - For future dividends

This account includes the decisions made by the Shareholders’ Meetings held May 24, 1995, May 22, 1998, and April 29, 1999, approving the setting of reserves for future dividends in the amounts of 18,784,406, 7,693,924, and 8,353,403, respectively. The Board of Directors would thus be free to allocate such amounts to cash dividend payments, as deemed appropriate. On July 14, 1995, May 12, 1998, December 13, 1999, July 18, 2000, and December 15, 2002, the Board of Directors approved the payment of 9,368,077; 9,342,622; 3,846,962; 3,846,962; 4,176,701; and 4,176,701, respectively.

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS

Tax system – Tax credits

Taking into account the assets and activities performed in the Province of Tierra del Fuego, the Company is comprised within the system of industrial promotion system under Law No. 19,640 of 1972 to operate in the Province of Tierra del Fuego. In this sense, the Company is entitled to certain tax and customs benefits through 2013. Such benefits include:

Income tax: The Federal Executive issued Decree No. 1,395/94 whereby, as from September 1, 1994, 85% (see effect of Presidential Decree No. 615/97) of the price paid by customers out of the earnings related to the Province of Tierra del Fuego would be income-tax exempt (whose rate is 35%).
Value-added tax (VAT): as from April 1995, the Company’s sales would be subject to 21% VAT to be charged to the customers of Mirgor S.A.C.I.F.I.A.

Presidential Decree No. 1,395/94 provided that presumed VAT credits computable as from September 1, 1994, would be equivalent to the amount resulting from applying the VAT rate on 61.11% (see effect of Presidential Decree No. 615/97) of the net sales price to customers. Therefore, the tax obligation shrank by 8% thereof as from April 1995.

Under Law No. 23,697, the Federal Government suspended the tax benefits during 1989 and 1990. Thus, the Company made payments on account of capital tax and VAT which, under such law, would be reimbursed to the Company through negotiable tax credit certificates.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS – Continued

DGI (Argentine tax bureau) General Resolution No. 3,838/94 provided for the procedure to obtain the tax credit certificates mentioned above. The Company booked such credits in the amount of 1,511,788 based on the difference of the amount originally booked and that requested on June 27, 1995, under the valuation methods disclosed in the resolution.

On September 17, 1996, the DGI issued an opinion recognizing a larger amount in favor of the Company (2,194,142) (un-restated historical value) as a result of the adjustment rate for the prior month used by the Company in the original filing. In addition, the Company booked a 148,853 (un-restated historical value) credit related to the reimbursement of VAT – Vendors to be requested under the VAT on exports recovery system.

Considering that, on May 2, 1996, the Ministry of Economy issued Resolution No. 580/96 and that the credits are previous to April 1, 1991, the Company decided to book the recognized credit at the listed price effective as of each period-end of debt consolidation bonds issued pursuant to Law No. 23,982 and its regulations, which, as of March 31, 2005, and December 31, 2004, amounted to 885,447 and 952,882, respectively.

On May 19, 1997, the DGI provisionally recognized the amount indicated above.

Customs duties (amounting to about 15% for the Company) and the statistical rate (equivalent to 3%) of all imported inputs used for operation in Tierra del Fuego which, under the benefits granted by Law No. 19,640, are not paid by the Company.
Following with the comments included in the previous points, the benefits accrued during the three-month period ended March 31, 2005, and 2004, amounted to:

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS – Continued


	Periods ended as of March 31,
	2005	2004

V.A.T.	6,344,680	5,070,788

Customs duties and statistical rate (approximate amounts)	4,231,455	3,608,727

Although the Tierra del Fuego location provides the Company with certain promotional benefits, as described above, such situation means incurring increased costs such as: salaries, communications, freight, leases and trips, among others.

Presidential Decree No. 615/97 dated July 7, 1997, amending Presidential Decree No. 1,395/94 reinstated certain tax benefits granted under Industrial Promotion Law. Based on such decree, the presumed VAT credit computable as from August 1, 1997, is equivalent to the amount resulting from applying the 100% over the VAT rate (effective at the time of sale) on the net sale price to the customer. In addition, the income tax method was amended as well since the sales carried out from the Province of Tierra del Fuego to the Argentine continental territory are 100% income-tax exempt, as provided for in Law No. 19,640, Section 4(a).

Considering the benefits deriving from this note, the Company does not need to meet additional requirements, except for performing the related activities in Tierra del Fuego.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS – Continued

As regards the rebates to be collected in Argentine currency on account of exports from the mainland to the Tierra del Fuego island, owing to delays in payment by the Federal Government, the Company filed a series of requests with the Customs Authority (Promotional Systems Section) to collect such amounts. As of the date of issuance of these financial statements, although unfavorable administrative resolutions were issued, the Company’s legal counsel understands that the transactions carried out by virtue of Law No. 19,640 and, therefore, the collection of rebates set forth by regulations is applicable. Such unfavorable resolutions were challenged; thus, the proceedings are in the Customs Legal and Technical Department awaiting the issuance of the respective formal opinions.

Considering the tax system to which the Company is subject as mentioned in above paragraphs, as of March 31, 2005, the Company and its subsidiary carried tax credits amounting to 5.4 million in the consolidated financial statements and to 1.7 million in the stand-alone financial statements, which were disclosed in noncurrent assets. The recovery of such credits depends on the companies' possibility of carrying taxable income in the coming years, among other factors. In this respect, the Company’s Management understands that based on its future business plan, such credits will be recoverable.

note 5 – major customers and license agreements

For the years ended March 31, 2005, and 2004, the Company’s sales to its most important customers were:


	03/31/2005	03/31/2004

Volkswagen Argentina S.A.	36%	35%
General Motor Argentina	21%	32%
Renault Argentina S.A.	15%	19%
Mercedes Benz	7%	8%
Peugeot Citroen Argentina S.A.	6%	4%
Other	15%	2%

A significant portion of the Company’s products are carried out under license agreements executed with Valeo Thermique Habitacle.

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NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 6 – parent company

Parent Company: Il Tevere S.A.

Registered office: Paseo Colón 221, Piso 2 – Buenos Aires

Main business: holding company

Voting rights: 76.47%

Shareholdings: 52%

On July 15, 1996, the transfer of 40% of Il Tevere S.A.’s shares in favor of Valeo Climatisation, indirect shareholders of 20.8% of the capital stock and 30.59% of the voting rights of MIRGOR S.A.C.I.F.I.A. On March 6, 1998, 10% of the shares of Il Tevere S.A. was transferred to Valeo Climatisation; thus the interest in MIRGOR S.A.C.I.F.I.A. was increased to 26%.

note 7 – RELATED-PARTY INFORMATION

The receivables from/payables to affiliates and the parent company related to the transactions performed during the three-month period ended March 31, 2005, and for the year ended December 31, 2004 are:


	03/31/2005	12/31/2004
Other receivables
Il Tevere S.A. (3)	296,222	296,148
Total	296,222	296,148

Trade payables
Valeo Sistemas Automotivos Ltd. (2)	362,779	102,464
Valeo Autoklimatizace S.R.O. (2)	-	59,499
Valeo Climatization S.A. (Euro) (2)	23,035	9,808
Valeo Klimasysteme GMBH (2)	-	5,643
Valeo Sistemas Automotivos (2)	89,510	150,645
Valeo Autosystemiy SP. Z.O.O. (2)	-	44,492
Valeo Seucirite Habitacle (2)	92,669	-
Valeo Thermique Francia (2)	34,014	-
Valeo Thermique Moteur (2)	222,715	185,190
Valeo Termico S.A. (2)	234,546	-
VCC Up Echangeurs (2)	302,618	174,757
Total	1,361,796	732,498

Other payables
VCC Up Echangeurs (2)	217,523	304,307
Interclima S.A. (1)	5,644,216	2,943,349
Total	5,861,739	3,247,656

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MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 7 – RELATED-PARTY INFORMATION – Continued

The transactions carried out with the subsidiary, parent, and other related companies are:


	03/31/2005
	Merchandise importation		Services received	Royalties	Loans	Other services

Valeo Sistemas Automotivos Ltd. (2)	557,348		-	-	-	-
Valeo China (2)	67,980		-	-	-	-
Valeo Autoklimatizace S.R.O. (2)	306,250		-	-	-	-
Valeo Climatización S.A. (Euro) (2)	76,232		-	-	-	-
Valeo Klimasysteme GMBH (2)	28,922		-	-	-	-
Valeo Componentes Automóviles (2)	18,991		-	-	-	-
Valeo Sistemas Automotivos (2)	475,202		-	-	-	-
Valeo Autosystemiy SP Z.O.O. (2)	28,117		-	-	-	-
Valeo Vymeniky Tepla s.r.o. (2)	447,456		-	-	-	-
Valeo Securite Habitacle (2)	277,314		-	-	-	-
Valeo Thermique Francia (2)	157,576		36,756	-	-	-
Valeo Thermique Motear (2)	1,011,626	1,804,297	-	-	-	-
Valeo Zaragoza (2)	1,804,297		-	-	-	-
VCC Up Echangeurs (2)	869,615		-	217,523	-	-
Interclima (1)	2,700,867		-	-	2,700,867	300,000
Il Tevere S.A. (3)	-		-	-	296,222	-
	8,827,793		36,756	217,523	2,997,089	300,000


	03/31/2004
	Merchandise importation	Services received	Royalties	Loans	Other services

Valeo Sistemas Automotivos Ltd. (2)	645,308	-	-	-	-
Valeo Autoklimatizace S.R.O. (2)	197,024	-	-	-	-
Valeo Climatización S.A. (Euro) (2)	35,287	-	-	-	-
Valeo Klimasysteme GMBH (2)	24,769	-	-	-	-
Valeo Componentes Automóviles (2)	166,409	-	-	-	-
Valeo Sistemas Automotivos (2)	203,786	-	-	-	-
Valeo Climate Control Mexico (2)	126,413	-	-	-	-
Valeo Autosystemiy SP Z.O.O. (2)	76,399	-	-	-	-
Valeo Vymeniky Tepla s.r.o. (2)	337,432	-	-	-	-
Valeo Securite Habitacle (2)	178,907
Valeo Thermique Francia (2)	117,266	98,977	-	-	-
Valeo Thermique Motear (2)	944,168	-	-	-	-
Valeo Zaragoza (2)	1,150,056	-	-	-	-
VCC Up Echangeurs (2)	748,100	-	226,622	-	-
Interclima (1)	2,338,415	-	-	254,914	300,000
	7,289,739	98,977	226,622	254,914	300,000

Subsidiary company.
Related company.
Parent company.

TRANSLATION INTO ENGLISH ‑ ORIGINALLY ISSUED IN SPANISH

MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

note 8 – income tax withholding on dividends

When dividends are paid in excess of taxable income as provided for in Income Tax Law, a single and definitive 35% amount shall be withheld. Based on the unnumbered section subsequent to Section 69 of Income Tax Law, the Company need not withhold any amount on such account.

note 9 – stamped and sealed books

The books which were stamped and sealed after the related transactions are:


Journal No.	Stamped and sealed	Period transactions
48	December 22, 2003	11/22/03 to 01/05/04
49	December 22, 2003	01/05/04 to 03/01/04
50	April 27, 2003	03/01/04 to 03/22/04
51	April 27, 2003	03/22/04 to 04/26/04
52	August 11, 2004	04/26/04 to 06/30/04
53	September 20,2004	06/30/04 to 08/09/04
54	September 20, 2004	08/09/04 to 09/21/04
55	October 20, 2004	09/21/04 to 11/01/04
56	October 20, 2004	11/01/04 to 11/30/04
57	February 1, 2005	12/15/04 to 02/02/05
58	February 1,2005	02/02/05 to 02/28/05

Regarding transactions for the period March 1 through March 31, 2005, for administrative reasons, the loose sheets meeting Regulation No. 105/94, issued by the DPJ (regulatory agency of business associations) of Tierra del Fuego, have not yet been transcribed, in consequence the transactions date are before as of stamped date.

NOTE 10 – RECENT SIGNIFICANT ECONOMIC EVENTS

Since early December 2001, Argentine authorities implemented a number of monetary and foreign exchange control measures that mainly included restrictions on the free disposition of funds deposited with banks and the practical impossibility of making transfers abroad, with the exception of transfers related to foreign trade and other authorized transactions, which in some cases are subject to the approval from the BCRA (Central Bank of Argentina). In this regard, other regulations were issued, which further amended the new regulations then in effect, such as: consolidation of foreign exchange markets into a “free” market, B.C.R.A.’s prior authorization to make certain transfers abroad on account of principal and interest servicing; and the temporary suspension of dismissals without fair cause.

TRANSLATION INTO ENGLISH ‑ ORIGINALLY ISSUED IN SPANISH

MIRGOR S.A.C.I.F.I.A.

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2005

Figures stated in Argentine pesos

NOTE 11 – BANK LOANS – RESTRICTION ON EARNINGS ALLOCATION

The Company borrowed loans from different banks.

The borrowing and renegotiation of these loans entails the Company's compliance with certain conditions and requirements, which it has fulfilled to date, especially those related to meeting certain ratios in its quarterly financial statements, especially those aimed at measuring the liabilities-to-interest-paid ratio, as well as those related to keeping limits on the Company’s indebtedness, which should not exceed USD 25 million, as stipulated in the case of the loan from Citibank N.A. Additionally, the Company agreed not to distribute dividends during the term of the loan and not to make annual repayments to the BNP exceeding 25% of the Company’s total payable to such bank. Additionally, the Company has assumed certain commitments normal in this kind of restructuring.

NOTE 12 – EARNINGS PER SHARE

Net income per share (basic and diluted) is calculated by dividing net income for each period allocable to common shares by the weighted average of outstanding common shares during the same periods. No transactions involving common shares or possible common shares have been performed as from the information issuance date until the conclusion of these financial statements.

NOTE 13 – EXPLANATION ADDED FOR TRANSLATION INTO ENGLISH

These financial statements are the English translation of those originally issued in Spanish. They have also been reformatted in a manner different from that presented in Spanish, but in all other respects follows accounting principles that conform with the CNV regulations.

AI assistant

Mirgor Interim / Quarterly Report 2005

vice-Chairperson

LIMITED REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS

Expiry of the articles of incorporation: May 31, 2070

summary OF EVENTS

NOTE 2 – MAIN ACCOUNT BREAKDOWN

balance sheet as of MARCH 31, 2005 and as of december 31, 2004

balance sheet as of MARCH 31, 2005 and as of december 31, 2004

statement of income for the three month period ENDED MARCH 31, 2005, presented comparatively with the same period of the prior year

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

note 2 – MAIN ACCOUNT BREAKDOWN

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity – Continued

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS – Continued

note 5 – major customers and license agreements

AI assistant

Mirgor — Interim / Quarterly Report 2005

vice-Chairperson

LIMITED REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS

Expiry of the articles of incorporation: May 31, 2070

summary OF EVENTS

NOTE 2 – MAIN ACCOUNT BREAKDOWN

balance sheet as of MARCH 31, 2005 and as of december 31, 2004

balance sheet as of MARCH 31, 2005 and as of december 31, 2004

statement of income for the three month period ENDED MARCH 31, 2005, presented comparatively with the same period of the prior year

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES - Continued

note 2 – MAIN ACCOUNT BREAKDOWN

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity

note 3 – capital STRUCTURE – SHAREHOLDERS’ equity – Continued

note 4 – COMPANY’S TAX SITUATION: TAX SYSTEM – TAX CREDITS – Continued

note 5 – major customers and license agreements

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Mirgor Interim / Quarterly Report 2005