20-F 1 d180396d20f.htm FORM 20-F Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 29, 2016

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

Commission File Number: 33-99720

CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

(Exact name of Registrant as specified in its charter)

Arauco and Constitution Pulp Inc.

(Translation of Registrant’s name into English)

Republic of Chile

(Jurisdiction of incorporation or organization)

Avenida El Golf 150

14th Floor

Las Condes, Santiago

Chile

(Address of principal executive offices)

Gianfranco Truffello

Tel.: 56-2-2461-7221

E-mail: gianfranco.truffello@arauco.cl

Avenida El Golf 150

14th Floor

Las Condes, Santiago

Chile

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

Title of each class:

7.500% Notes due 2017

7.250% Notes due 2019

5.000% Notes due 2021

4.750% Notes due 2022

4.500% Notes due 2024

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Shares of Common Stock, without par value: 113,159,655

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes ¨  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

N/A

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer  ¨                Accelerated filer  ¨                Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statement included in this filing:

 

U.S. GAAP  ¨

  

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

   Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:   Item 17 ¨  Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨  No x

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
PART I      
    Item 1.   

Identity of Directors, Senior Management and Advisers

     1   
    Item 2.   

Offer Statistics and Expected Timetable

     1   
    Item 3.   

Key Information

     1   
    Item 4.   

Information on our Company

     20   
    Item 5.   

Operating and Financial Review and Prospects

     44   
    Item 6.   

Directors, Senior Management and Employees

     63   
    Item 7.   

Major Shareholders and Related Party Transactions

     69   
    Item 8.   

Financial Information

     71   
    Item 9.   

The Offer and Listing

     74   
    Item 10.   

Additional Information

     75   
    Item 11.   

Quantitative and Qualitative Disclosures About Market Risk

     82   
    Item 12.   

Description of Securities Other than Equity Securities

     84   
PART II      
    Item 13.   

Defaults, Dividend Arrearages and Delinquencies

     84   
    Item 14.   

Material Modifications to the Rights of Security Holders and Use of Proceeds

     84   
    Item 15.   

Controls and Procedures

     84   
    Item 16A.   

Audit Committee Financial Expert

     85   
    Item 16B.   

Code of Ethics

     85   
    Item 16C.   

Principal Accountant Fees and Services

     85   
    Item 16D.   

Exemptions from the Listing Standards for Audit Committees

     86   
    Item 16E.   

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     86   
    Item 16F.   

Change in Registrant’s Certifying Accountant

     86   
    Item 16G.   

Corporate Governance

     86   
    Item 16H.   

Mine Safety Disclosures

     87   
PART III
 
     
    Item 17.   

Financial Statements

     87   
    Item 18.   

Financial Statements

     87   
    Item 19.   

Exhibits

     88   

 

i


Table of Contents

CERTAIN TERMS AND CONVENTIONS

Celulosa Arauco y Constitución S.A. is a sociedad anónima (corporation) organized under the laws of the Republic of Chile, and subject to certain rules applicable to sociedades anónimas abiertas (Chilean public corporations). Except where otherwise specified or the context otherwise requires, when we refer to the “Company,” “Arauco” or “we,” in this annual report, we mean Celulosa Arauco y Constitución S.A. and its consolidated subsidiaries. When we refer to “Chile,” we mean the Republic of Chile; when we refer to “Argentina,” we mean the Argentine Republic; when we refer to “Brazil,” we mean the Federative Republic of Brazil; when we refer to “the U.S.,” “U.S.A.,” or “the United States,” we mean the United States of America; and when we refer to “Uruguay,” we mean the Oriental Republic of Uruguay. All references to “tonnes” are to metric tons (1,000 kilograms), which equal 2,204.7 pounds. One “hectare” equals 10,000 square meters or 2.471 acres. Discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

Unless otherwise specified, all references to “$,” “U.S.$,” “U.S. dollars” or “dollars” are to United States dollars; references to “Chilean pesos” or “Ch$” are to Chilean pesos; references to “Argentine pesos” or “AR$” are to Argentine pesos; references to “Brazilian reais” “Brazilian reals” or “R$” are to Brazilian reais; references to “€” or “euro” are to the euro, the single European currency established pursuant to the European Economic and Monetary Union; references to “Rubles” are to Russian rubles; and references to “UF” are to Unidades de Fomento. The UF is a unit of account that is linked to, and adjusted daily to reflect changes in, the Chilean consumer price index reported by the Instituto Nacional de Estadísticas (Chilean National Institute of Statistics). As of December 31, 2015, one UF equaled U.S.$36.09 and Ch$25,629.09.

PRESENTATION OF FINANCIAL DATA

This report includes the audited consolidated statement of financial position of Arauco and our subsidiaries as of December 31, 2015 and 2014 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years for the period ended December 31, 2015 (collectively, the “audited consolidated financial statements” or “financial statements”). In addition, this report includes selected financial information as of and for the periods ended December 31, 2011, 2012, 2013, 2014 and 2015.

For your convenience, this annual report contains certain translations of Chilean peso amounts into U.S. dollars at specified rates. Unless otherwise indicated, the U.S. dollar equivalent for information in Chilean pesos is based on the observed exchange rate reported by Banco Central de Chile, which we refer to as the “Central Bank of Chile” or the “Central Bank.” The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. On December 31, 2015, the observed exchange rate for Chilean pesos, as published in the Diario Oficial de la República de Chile (Official Gazette) on January 4, 2016, was Ch$710.16 to U.S.$1.00, and on April 26, 2016, the observed exchange rate was Ch$669.01 to U.S.$1.00. See “Exchange Rates.” You should not construe these translations as representations that the Chilean peso amounts actually represent such dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise specified, references to the devaluation or the appreciation of the Chilean peso against the U.S. dollar are in nominal terms (without adjusting for inflation) based on the observed exchange rates published by the Central Bank of Chile for the relevant period.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

 

1


Table of Contents

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial information as of December 31, 2011, 2012, 2013, 2014 and 2015 and for each of the five years then ended is derived from, should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements which have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

     As of and for the year ended December 31,(1)  
     2011     2012     2013     2014     2015  
     (in thousands of U.S. dollars, except ratios and share data)  

INCOME STATEMENT DATA

  

Revenue

     4,374,495        4,298,663        5,145,500        5,342,643        5,146,740   

Cost of sales

     (2,882,455     (3,163,432     (3,557,210     (3,654,146     (3,511,425

Gross profit

     1,492,040        1,135,231        1,588,290        1,688,497        1,635,315   

Other income

     475,014        408,251        385,055        368,924        273,026   

Distribution costs

     (477,628     (452,760     (523,587     (556,837     (528,470

Administrative expenses

     (415,521     (479,625     (544,694     (550,809     (551,977

Other expenses

     (90,313     (105,325     (136,812     (138,769     (83,388

Other gains (losses)

     —          16,133        —          —          —     

Finance income

     24,589        23,476        19,062        30,772        50,284   

Finance costs

     (196,356     (236,741     (232,843     (246,473     (262,962

Share of profit (loss) of associates and joint ventures accounted for using equity method

     (11,897     18,933        6,260        7,481        6,748   

Exchange rate differences

     (26,643     (17,245     (11,797     (9,961     (41,171

Income before income tax

     773,285        310,328        548,934        592,825        497,405   

Income tax

     (152,499     (166,787     (130,357     (448,652     (129,694
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     620,786        143,541        418,577        144,173        367,711   

BALANCE SHEET DATA

          

Current assets

     2,462,660        2,785,517        2,808,321        3,140,715        2,651,920   

Property, plant and equipment

     5,393,978        6,816,742        7,137,467        7,119,583        6,896,396   

Biological assets(2)

     3,744,584        3,873,070        3,892,203        3,846,353        3,826,597   

Total assets

     12,552,178        14,259,614        14,493,395        14,747,897        13,806,907   

Total current liabilities

     1,031,945        1,546,728        1,682,016        1,547,086        1,034,251   

Total non-current liabilities

     4,490,083        5,747,127        5,766,839        6,386,075        6,126,211   

Issued capital

     353,176        353,176        353,618        353,618        353,618   

Total equity

     7,030,150        6,965,759        7,044,540        6,814,736        6,646,445   

CASH FLOW DATA

          

Net cash flow from operating activities

     980,517        442,394        897,720        985,175        853,650   

Net cash flow from investing activities

     (1,207,137     (1,345,849     (687,620     (655,158     (477,780

Net cash flow from financing activities

     (481,184     1,055,482        (7,776     (7,885     (812,176
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and equivalents before effect of exchange rate changes

     (707,804     152,027        202,324        322,132        (436,306

OTHER FINANCIAL DATA

          

Capital expenditures(3)

     748,272        1,186,374        942,638        604,155        564,795   

Depreciation and amortization

     230,737        252,381        298,647        353,434        400,145   

Fair value cost of timber harvested(4)

     335,142        311,821        320,894        353,273        306,673   

EBIT(4)

     945,052        523,593        762,715        808,526        710,083   

Adjusted EBITDA(4)

     1,307,685        861,745        1,143,382        1,272,209        1,282,443   

Adjusted EBITDA(4)/total interest expense

     6.66        3.64        4.91        5.16        4.88   

Adjusted EBITDA(4)/revenue

     29.9     20.0     22.2     23.8     24.9

Average debt(5)/Adjusted EBITDA(4)

     2.55        4.80        4.37        3.97        3.66   

Total debt(6)

     3,283,107        4,962,116        5,026,494        5,078,430        4,305,435   

Total debt(6)/capitalization (7)

     31.8     41.6     41.6     42.7     39.3

Total debt(6)/equity attributable to parent company

     47.3     72.0     71.9     75.0     65.1

Working capital(8)

     1,430,715        1,238,789        1,126,305        1,593,629        1,617,669   

Number of shares

     113,152,446        113,152,446        113,159,655        113,159,655        113,159,655   

Net income per share(U.S.$ per share)

     5.41        1.2        3.4        1.2        3.2   

Dividends paid

     291,512        196,816        140,054        141,089        143,003   

Dividends per share (U.S.$ per share)

     2.58        1.74        1.24        1.25        1.26   

 

 

2


Table of Contents
(1) Montes del Plata has been accounted for as a joint operation between Arauco and Stora Enso Oyj as of January 1, 2013 (with a restrospective effect on 2012), consolidating assets, liabilities, income and expenses in accordance with its interest ownership (50%). Prior to 2012, this investment was accounted for on the basis of the equity method.
(2) Biological assets refer to our forests and long-standing trees (current and non-current).
(3) Includes capital expenditures in respect of property, plant and equipment and biological assets accrued for the period. Excludes acquisitions of companies.
(4) We calculate EBIT as “net income” before “finance costs,” “finance income” and “income tax.” We calculate EBITDA as EBIT, plus “depreciation and amortization.”

Adjusted EBITDA is calculated by adding “fair value cost of timber harvested,” “exchange rate differences” and other expenses, and deducting “gain from changes in fair value of biological assets” to EBITDA. “Fair value cost of timber harvested” is a non-cash expense included in our cost of sales (as a component of raw materials) that represents the fair value of the wood harvested and sold from our own plantations, which is commonly excluded from the non-generally accepted accounting principles (non-GAAP) measures used by analysts to compare participants in our industry as it is a non-cash item (purchases of wood from third parties are cash expenses that are not included in “fair value cost of timber harvested”). “Gain from changes in fair value of biological assets” is a gain that does not represent cash flow. We believe that Adjusted EBITDA provides investors with a useful supplemental indicator of the performance of our core business because (i) it cancels out the effects of fair value that are independent of the cost efficiency of our operating facilities and (ii) it excludes the effect of exchange rate differences, which are mainly derived from our debt instruments.

In evaluating the performance of Arauco, we believe that each of these non-GAAP financial measures should be considered together with and should not be considered in isolation, or as a substitute for, the analysis of our results as reported under IFRS. Some of the limitations of our non-GAAP financial measures are that EBIT, EBITDA and Adjusted EBITDA do not reflect: (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, working capital needs; or (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt.

Because not all companies calculate EBIT, EBITDA or Adjusted EBITDA in the same manner, such measures as calculated by us may differ from such measures calculated by other companies. We compensate for these limitations by using EBIT, EBITDA and Adjusted EBITDA as supplemental measures to monitor our performance and by relying primarily on our financial statements that have been prepared in accordance with IFRS.

The following table presents, for the periods indicated, the reconciliation of EBIT, EBITDA and Adjusted EBITDA to net income. Since the filing date of our annual report on Form 20-F for the year ended December 31, 2010, we have revised the methodology that we use to calculate our non-GAAP financial measures. Although we believe that the methodology used to calculate the non-GAAP financial measures included in our filings on Form 20-F for years ended prior to December 31, 2011 was compliant with the requirements of Form 20-F, we believe that the revised methodology provides readers of our annual report with an improved understanding of our operational performance from a core business perspective. However, as a result of the modifications to our calculation methodology, the reconciliation table set forth below and certain amounts included therein are not directly comparable to those included in filings on Form 20-F for years ended prior to December 31, 2011.

 

     As of and for the year ended December 31,  
     2011     2012     2013     2014     2015  
     (in thousands of U.S. dollars)  

Net income

     620,786        143,541        418,577        144,173        367,711   

(+) Finance costs

     196,356        236,741        232,843        246,473        262,962   

(-)  Finance income

     (24,589     (23,476     (19,062     (30,772     (50,284

(+) Income Tax

     152,499        166,787        130,357        448,652        129,694   

EBIT

     945,052        523,593        762,715        808,526        710,083   

(+) Depreciation and amortization

     230,737        252,381        298.647        353,434        400,145   

EBITDA

     1,175,789        775,974        1,061,362        1,161,960        1,110,228   

(+) Fair value cost of timber harvested

     335,142        311,821        320,894        353,273        306,673   

(-)  Gain from changes in fair value of biological assets

     (229,889     (243,295     (269,671     (284,497     (210,479
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(+) Exchange rate differences

     26,643        17,245        11,797        9,961        41,171   

(+) Others(9)

     —          —          19,000        31,512        34,850   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     1,307,685        861,745        1,143,382        1,272,209        1,282,443   

 

3


Table of Contents
(5) Average debt is calculated as the average of total debt between the beginning and the end of the applicable year.
(6) Total debt is calculated as the sum of other current financial liabilities and other non-current financial liabilities, less hedging instruments.
(7) Capitalization is calculated as total debt, including accrued interest, plus total equity.
(8) Working capital is calculated by subtracting current liabilities from current assets.
(9) “Others” includes other non-cash expenses or gains. For 2013, “Others” included amortization of forest roads; for 2014 and 2015, “Others” included provision for forestry losses.

 

4


Table of Contents

EXCHANGE RATES

The following table sets forth, for the periods and dates indicated, certain information concerning the observed exchange rates reported by the Central Bank. No representation is made that the Chilean peso or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Chilean pesos, as the case may be, at the rates indicated or at any other rate. The Federal Reserve Bank of New York does not report a noon buying rate for Chilean pesos. See “Item 10. Additional Information—Exchange Controls.”

 

     Daily Observed Exchange Rate

Year Ended December 31,

   High      Low      Average(1)    Period-End
     Ch$ per U.S.$

2011

     533.74         455.91         483.57       519.20

2012

     519.69         469.65         486.59       479.96

2013

     533.95         466.50         495.18       524.61

2014

     621.41         527.53         570.34       606.75

2015

     715.66         597.10         654.66       710.16

Months (2015-2016)

           

November

     715.66         688.94         704.33       711.20

December

     711.52         693.72         704.19       710.16

January

     730.31         710.37         721.96       710.37

February

     715.41         689.18         703.31       714.44

March

     694.82         669.80         680.96       669.80

April (through April 26)

     682.45         657.90         670.38       669.01

 

Source: Central Bank of Chile

 

(1) For each year, the average of the month-end exchange rates for the relevant year. For each month, the average daily exchange rate for the relevant month.

On April 26, 2016, the observed exchange rate, as published in the Official Gazette on April 27, 2016, was Ch$669.01 to U.S.$1.00.

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains words such as “believe,” “expect,” “anticipate” and similar expressions that identify forward-looking statements, which reflect our views about future events and financial performance. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Such statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995, as amended.

Forward-looking statements involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections; therefore, readers should not place undue reliance on them. Actual results could differ materially from those projected in such forward-looking statements because of various factors that may be beyond our control, including but not limited to our ability to service our debt, fund our working capital requirements, comply with financial covenants in certain of our debt instruments, fund and implement our capital expenditure programs and maintain our relationships with customers, as well as a change in control, the effects on us from competition, future demand for forestry, panels and wood products in the Chilean, Argentine, Brazilian, Uruguayan and North American export markets, international prices for forestry and wood products, the condition of our forests, possible shortages of energy, including electricity, the state of the Chilean and world economies and manufacturing industries, the relative value of the Chilean peso compared to other currencies, inflation, increases in interest rates, the effects of earthquakes, floods, tsunamis or other catastrophic events and changes in our regulatory environment, including our ability to comply with new or stricter environmental regulations and to resolve environmental liabilities. Forward-looking statements in this annual report speak only as of their dates, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

 

5


Table of Contents

RISK FACTORS

We are subject to various changing economic, political, social and competitive conditions, particularly in our principal markets. Any of the following risks, if they actually occur, could materially and adversely affect our business, financial condition, results of operations and cash flows.

Risks Relating to Us and the Forestry Industry

Fluctuations in market price for our products could adversely affect our financial condition, results of operations and cash flows.

Prices for many of the products we sell can fluctuate significantly. The price of commodities such as pulp and solid wood are highly correlated with international prices, while panelboards are more closely correlated with local prices. Consequently, the prices that we are able to charge for these products are highly dependent on prevailing international and local prices. Historically, such prices have been subject to substantial variation. For example, during the period from January 1, 2011 to December 31, 2015, the average price for Norscan bleached softwood kraft market pulp (pulp produced in North American, Nordic and Central European countries and sold to manufacturers of paper products delivered in Northern Europe, or NBSK), which is the benchmark for softwood bleached pulp, ranged from a low of U.S.$762.18 per tonne in September 2012 to a high of U.S.$1,023.1 per tonne in June 2011. In the case of bleached hardwood kraft pulp (pulp made from eucalyptus or birch which is sold in Europe), which is the benchmark for Bleached Eucalyptus Kraft Pulp (BEKP), prices ranged from a low of U.S.$648.31 per tonne in December 2011 to a high of U.S.$876.85 per tonne in June 2011. In 2011, prices of NBSK and BEKP averaged U.S.$961.14 per tonne and U.S.$811.57 per tonne, respectively. In 2012, prices of NBSK and BEKP averaged U.S.$814.46 per tonne and U.S.$749.46 per tonne, respectively. In 2013, prices of NBSK and BEKP averaged U.S.$856.91 per tonne and U.S.$791.58 per tonne, respectively.13 In 2014, two new pulp mills the shortfiber pulp market had entered with a combined annual production capacity of 2.8 million tonnes. The additional supply caused BEKP prices to decline during the first nine months of 2014, reaching its lowest price at U.S.$724.27 per tonne in September 2015. Since then BEKP prices have been on an upward trend, reaching U.S.$811.17 per tonne in November 2015 and ending the year at U.S.$788.91 per tonne. On the other hand, NBSK stood at high price levels throughout 2014, reaching U.S.$932.15 per tonne in mid-January 2015. Throughout 2015, NBSK prices followed a downward trend, reaching U.S.$803.36 at the end of that year.

Although panelboards and solid wood markets improved until mid-year 2015, new competition from countries with depreciated currencies increased supply to our traditional markets, such as North America, which caused a decrease in average prices. The North American market showed an improvement in the construction sector, which provided steady demand. Global economic conditions may exert downward pressure on commodity prices, including the international prices of the products we sell, which could result in material and adverse declines in our revenues, results of operations and financial condition. We have no control over the factors that cause prices to change which include, among others:

 

   

worldwide demand (which may be affected by a number of factors, including economic or political conditions in Asia, Latin America, North America and Europe);

 

   

prevailing world prices, which historically have been subject to significant fluctuations over relatively short periods of time, depending on worldwide demand;

 

   

world production capacity;

 

   

the business strategies adopted by major integrated forestry, pulp and paper producers and other major producers; and

 

   

the availability of substitutes.

In addition, the prices of many of the products we sell are correlated to some extent, and historical fluctuations in the price of one product have usually been accompanied by similar fluctuations in the prices of other products. If the price of one or more of the products that we sell were to decline significantly from current levels, it could have a material adverse effect on our revenues, results of operations and financial condition.

 

6


Table of Contents

Worldwide competition in the markets for our products could adversely affect our business, financial condition, results of operations and cash flows.

We experience substantial worldwide competition in each of our geographical markets and in each of our product lines. Several of our competitors are larger than we are and have greater financial and other resources. The pulp industry is sensitive to changes in industry capacity and producer inventories, as well as to cyclical changes in the world’s economies, all of which may significantly affect selling prices and, thereby, our profitability. One or more of these factors could materially and adversely affect our business, financial condition, results of operations and cash flows.

Global economic developments, and particularly economic developments in the Asian, European and U.S. economies, could have an adverse effect on the demand for our products, our financial condition, results of operations and cash flows.

The global economy, and in particular global industrial production, is the primary driver of demand for pulp, paper and wood products. Global industrial production dropped during the second half of 2008 and first half of 2009 due to the financial crisis and global economic conditions, resulting in a significant and widespread contraction in demand for pulp, paper and wood products. Due to this downturn in global industrial production, our pulp segment experienced significant price declines in the last quarter of 2008 and the first quarter of 2009, which severely affected our results. In addition, the significant downturn in the home-building industry in the United States and Europe resulted in increased inventories of available new homes, significant declines in home prices, loss of home-equity values and loss of consumer confidence and demand. As a result of these events, our plywood and panel sales were adversely affected, continuing a downward trend both in volume and price across all markets. Our medium-density fiberboard molding sales also experienced a sharp decline in volume mainly due to lower activity in the United States and Canadian construction markets. Our wood products segment, which is also highly dependent on the strength of the home-building industry, experienced decreases in its prices of and demand for its products. The decrease in demand of sawn timber products due primarily to the credit crisis and downturn in the real estate market in the United States resulted in our decision to close five sawmills in 2008 and 2009.

A decrease in the level of activity in either the domestic or the international markets within which we operate could adversely affect the demand and the price of our products and thus our cash flows and operational and financial results.

In late 2009, high levels of sovereign debt and insufficient public sector revenues resulted in a European sovereign debt crisis. During this crisis, credit rating agencies downgraded the credit ratings of many of the Eurozone governments, including Greece, Spain, Italy, Portugal and France, among others. During 2011 and 2012, the deepening of this crisis caused a general economic downturn in Europe, which negatively affected the banking and credit systems, employment and production. As a result, demand and prices for pulp and wood products declined in the European market.

The devaluation of the Chinese Yuan during the third quarter of 2015 increased volatility in the markets and resulted in a decline in global demand for commodities. Also in 2015, the currencies of several countries depreciated, such as the Canadian dollar, the euro, the Chilean peso, the Brazilian real and the Argentine peso resulting in increased competition in exports, which in turn negatively impacted the average price of our panelboard and sawn timber products.

Export sales of our sawn timber products to Asia accounted for 30.6% of our revenue in 2015 compared to 41.4% in 2014 and 37.0% in 2013, and export sales of our sawn timber products to North America accounted for 35.3% of our revenue in 2015 compared to 33.7% in 2014 and 26.8% in 2013.

Our business, financial condition, results of operations and cash flows could be materially and adversely affected if the economic conditions in Asia, Europe, the United States and elsewhere abroad deteriorate, and if we are unable to reallocate our sawn timber and other products in other markets on equally beneficial terms, which could require us to recognize additional impairment charges.

We depend on free international trade as well as economic and other conditions in our principal export markets.

In 2015, export sales, defined as sales out of the country where our goods were produced, accounted for 62.1% of our total revenues. During this period, 52.4% of our export sales were to customers in Asia and Oceania, 20.5% to customers in North America, 7.4% to customers in Europe, 15.1% to customers in Central and South America and 4.6% to customers in other countries. As a result, our results of operations and cash flows depend, to a significant degree, on economic, political and regulatory conditions in our principal export markets. Our ability to compete effectively in our export markets could be materially and adversely affected by a number of factors beyond our control, including deterioration in macroeconomic conditions, exchange rate volatility, government subsidies and the imposition of increased tariffs or other trade barriers. If our ability to sell our products competitively in one or more of our principal export markets were impaired by any of these developments, it might be difficult to re-allocate our products to other markets on equally favorable terms and our business, financial condition, results of operations and cash flows might be adversely affected.

 

7


Table of Contents

We are located in a seismic area that exposes our property in Chile to the risk of earthquakes and tsunamis, and we experienced significant business disruption and losses as a result of the February 27, 2010 earthquake.

Our properties in Chile are located in a seismic area that exposes our facilities, plants, equipment and inventories to the risk of earthquakes and even subsequent tsunamis in some areas. A significant earthquake or other catastrophic event could severely affect our ability to meet our production targets, or satisfy customer demand and could require us to make unplanned capital expenditures, resulting in lower sales and having a material adverse effect on our financial results.

On February 27, 2010, an earthquake measured at a magnitude of 8.8 on the Richter scale, followed by a tsunami that affected the coast, occurred in the South-Central Region of Chile, an area where we maintain a substantial portion of our Chilean industrial operations. Immediately after the earthquake, all of our production units implemented their contingency plans, which involved shutting down operations and evaluating the damage caused to each facility by the earthquake. As a result of the earthquake and the subsequent tsunami, our Mutrún sawmill was destroyed.

The suspension of our operations in Chile resulted in significant asset impairment charges due to earthquake-related damage to property and inventories as well as a significant decrease in our sales volumes due to plant closures, which had an adverse effect on our results of operations and cash flows. Our insurance policies provided coverage up to an aggregate amount of U.S.$650 million for damages to our property, plant, equipment and inventories, with a deductible of U.S.$1 million for property damage, and for losses due to business interruption caused by such damage after the first 15 days for business interruption. On November 15, 2011, we and the insurers accepted the final report of the insurance adjusters. In accordance with such final report, we received a total recovery of U.S.$532.0 million.

We cannot assure you that we will not experience other suspensions or interruptions or unexpected damage to our property as a result of other earthquakes, aftershocks, tsunamis, any related repair and maintenance or other consequences associated with such events, any of which could have a material and adverse effect on our revenue, results of operations and financial condition.

The costs to comply with, and to address liabilities arising under, environmental laws and regulations could adversely affect our business, financial condition, results of operations and cash flows.

In each country where we have operations, we are subject to a wide range of national and local environmental laws and regulations concerning, among other matters, the preparation of environmental impact assessments for our projects, the protection of the environment and human health, the generation, storage, handling and disposal of waste, the discharge of pollutants and the remediation of contamination. As a forest products manufacturer, we generate air and water emissions and solid and hazardous wastes. These emissions and our waste disposal are subject to limits or controls prescribed by law or by our operating permits, and we may be required to install or upgrade our pollution control equipment in order to meet these legal requirements. We have made, and expect to continue to make, expenditures to maintain compliance with environmental laws. Notwithstanding our policy to strictly comply with all requirements established by applicable environmental laws, any failure to comply with such environmental laws may result in civil, administrative or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental authorizations or the temporary or permanent closure of facilities. Environmental regulations in Chile and other countries in which we operate have become increasingly stringent in recent years (for example, in connection with the approval and development of new projects), and this trend is likely to continue. Future changes in environmental laws, or in the application, interpretation or enforcement of those laws, including new or stricter requirements related to harvesting activities, air and water emissions and/or climate change regulations, could result in substantially increased capital, operating or compliance costs, impose conditions that restrict or limit our operations or otherwise adversely affect our business, financial condition, results of operations and cash flows. These changes could also limit the availability of our funds for other purposes, which could adversely affect our business, financial condition, results of operations and cash flows.

We have been subject to a number of environmental administrative and judicial proceedings in Chile, including proceedings related to the Valdivia Mill, the Arauco Mill, the Nueva Aldea complex and the Licancel Mill. As a result of these proceedings, we have been subject to monetary fines as well as sanctions, including orders to suspend or limit our operations.

The operations of the Valdivia Mill recently became subject to the Secondary Water Quality Standard for the Valdivia River Basin (hereinafter, the “Norm” or “SWQSVR”). The Valdivia Mill discharges its treated effluents into the Cruces River, which is part of the Valdivia River Basin. We cannot exclude that the authority declare that the Basin is contaminated and thus initiate an administrative procedure to enact a decontamination plan, which may include limits on discharges of wastewater applicable to the Valdivia Mill.

Arauco expressed concerns, among others, regarding various aspects of the Norm’s General Environmental and Social Impact Assessment (AGIES, for its acronym in Spanish), prior to its enactment. These objections included the lack of identification and consideration for the effective economic and social costs resulting from the adoption of the Norm. Other objections include that the Norm’s parameters and limits exceed the reviewed water quality criteria enforced by reference countries in both quantity and stringency; and that many of the parameters and limits are not technically or environmentally reasonable. The Company challenged the validity of the Norm before the Third Environmental Court in January 2016. Several technical, economical and legal reports from third parties (scientists, economists and attorneys from different countries) were filed to support the challenge. Other local actors challenged the Norm as well, such as Corporación para el Desarrollo de la Región de Los Rĺos (Association for the Development of Los Rĺos Region) CODEPROVAL (for its acronym in Spanish) and the local company Forestal Calle Calle S.A. The case public hearing was held on March 3, 2016. A ruling is expected during 2016, decision that may be challenged before the Supreme Court.

In the United States, our Moncure mill was subject to an administrative proceeding by the North Carolina Department of Environment and Natural Resources. We negotiated a settlement (Special Order by Consent) in 2015 with the Environmental Management Commission (an agency of the state of North Carolina), which included a monetary fine and an agreement to replace certain emissions control equipment. We expect that the administrative proceeding to be closed by October 1, 2018. Our Eugene, Oregon mill was subject to an administrative proceeding by the Lane Regional Air Protection Agency. We negotiated a settlement that included monetary fines and an agreement to implement improvements to certain emissions control equipment and processes. Additional proceedings, enforcement actions or claims related to compliance with environmental requirements or alleged environmental damages may also be brought against us in the future. Any such proceedings or claims may have an adverse effect on our business, financial condition, results of operations and cash flows. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows.”

 

8


Table of Contents

Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows.

Our operations at the Valdivia Mill, have been subject to environmental scrutiny by Chilean environmental regulators and the Chilean public since the mill began its operations in 2004. A variety of concerns and claims have been raised regarding the mill’s potential environmental impacts in the area. Primarily, it has been alleged that the mill’s operations impacted the habitat of the nearby Carlos Anwandter Nature Sanctuary and contributed to the migration and death of black-neck swans living in the area. In connection with an environmental administrative proceeding, environmental regulators required us to temporarily suspend operations at the Valdivia Mill for approximately one month in January 2005.

In June 2005, we again suspended operations at the Valdivia Mill until certain technical and legal conditions could be clarified with the applicable regulatory authorities. We estimate this suspension resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our Board of Directors, based on certain clarifications provided by the Comisión Regional del Medio Ambiente (the regional environmental authority, or COREMA), of the Tenth Region of Chile, the mill resumed operations in August 2005, after 64 days of suspended operations, at 80% of its authorized production capacity. In order to achieve the full production capacity authorized by applicable permits, the mill had to fulfill certain new requirements established by the COREMA. In January 2008, the COREMA authorized the Valdivia Mill to return to its annual authorized production capacity of 550,000 tonnes. The mill gradually increased its production over a four-month period starting in March 2008 and reached full capacity in June 2008.

In June 2007, we were required to submit to the COREMA of the Tenth Region of Chile an environmental impact study for the implementation of substantial technological improvements on the quality of the effluents generated by the Valdivia Mill. In June 2008, the COREMA approved our environmental impact study subject to certain conditions that, in our opinion, adversely affected the feasibility of the project. Accordingly, we filed an appeal before the Consejo Directivo (Directive Council) of the Comisión Nacional del Medio Ambiente (National Environmental Commission, or CONAMA), challenging the conditions imposed by the COREMA. Our administrative appeal was partially accepted by the CONAMA, which upheld some of the conditions that we believed would adversely affect the feasibility of the project. Consequently, in September 2009, we presented another appeal in the relevant court. On December 5, 2012, the Environmental Evaluation Service of the Tenth Region of Chile authorized certain changes to the project based on the implementation of certain technological improvements. Then, on November 9, 2012, we withdrew our appeal. The court approved the withdrawal on November 29, 2012.

Until October 2007, our Valdivia Mill was under the jurisdiction of the COREMA of the Tenth Region of Chile, but due to a change in legislation creating two additional administrative regions in Chile, our Valdivia Mill became subject to the jurisdiction of the COREMA of the Fourteenth Region of Chile. In February 2009, as previously required by the COREMA of the Tenth Region of Chile, we submitted an environmental impact study for the construction of a pipeline to discharge the Valdivia Mill’s wastewater in the Pacific Ocean near Punta Maiquillahue, complying with the requirement that such wastewater be discharged in a body of water other than the Cruces River, the Carlos Anwandter Nature Sanctuary or their respective sources. In February 2010, through Exempt

 

9


Table of Contents

Resolution No. 27/2010, the COREMA approved this environmental impact study subject to additional conditions, certain of which we challenged before the Directive Council primarily because they would have prohibited the discharge of wastewater into the Cruces River under any circumstance, including emergencies. On October 23, 2012, the Committee of Ministers passed Exempt Resolution No. 1052, which upheld in part our appeal in permitting the discharge into the Cruces River upon the occurrence of certain contingencies that may affect the normal functioning of the conduction system and/or outfall, including bombings or sabotage, natural disasters, or accidents caused by third parties. On March 29, 2010, two Chilean individuals filed a recurso de participación ciudadana (reclamation action) before the COREMA of the Fourteenth Region of Chile, challenging Exempt Resolution No. 27/2010. On April 30, 2013, the Committee of Ministers passed Exempt Resolution No. 391, which upheld in part such reclamation action, modifying paragraph 4.8.3, and updating tables 8, 9.a and 9.b of the Exempt Resolution No. 27/2010 (thereby establishing effluent discharge limits for 13 parameters, including total chromium, total hydrocarbons, sulfur, oil and grease, suspended solids and phosphorus). According to Chilean law, the environmental permit shall expire five years after its issuance, provided that the execution of the respective project had not begun. However, on May 16, 2014, the regional environmental authority issued letter No. 165 in which it recognized that although we have not yet carried out physical works with respect to the project, we have carried out systematic, uninterrupted and permanent activities towards its execution.

The construction and operation of the pipeline requested by the environmental authority in order to discharge the Valdivia Mill’s wastewater in a body of water other than the Cruces River, the Carlos Anwandter Nature Sanctuary or their respective sources, remains subject to many environmental, regulatory, engineering and political uncertainties. As of the date of this annual report, it has not been possible to obtain the relevant permits and authorizations for the project. As a result, we cannot provide any assurances that the project will be completed and that any deadline extensions would be granted, even if we comply with all the requirements that may be set forth by those authorities. If the installation of the pipeline is delayed for reasons attributable to us, we may face sanctions that include warnings, fines or the revocation of the Valdivia Mill’s environmental permit for operation. See “Item 4. Information on the Company—Description of Business—Pulp—Pulp mills—Chile—Valdivia Mill” and “Item 8. Financial Information—Legal Proceedings.”

The suspension of operations at the Valdivia Mill in 2005 adversely affected our business, financial condition, results of operations and cash flows. Any future suspension of operations at the Valdivia Mill or at any other of our significant operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill, or our other mills, will be able to operate without further interruption. See “Item 8. Financial Information—Legal Proceedings.”

We have been subject to legal proceedings related to our mills which could adversely affect our business, financial condition, results of operations and cash flows.

In April 2005, the Consejo de Defensa del Estado (National Defense Council), the Chilean national agency that institutes legal proceedings on behalf of the Chilean government, instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm caused in the Carlos Anwandter Nature Sanctuary allegedly caused by effluent discharges from our Valdivia Mill. The National Defense Council did not quantify the damages it was seeking in connection with the Valdivia Mill lawsuit. On July 27, 2013, a civil court of Valdivia ruled that the alleged environmental events were mainly caused by the Valdivia Mill. We decided not to appeal this ruling, in order to create the conditions to shortly begin an effective implementation of measures in favor of that Nature Sanctuary, without the delay of further legal action. In April 2014, we agreed with and paid the National Defense Council an indemnification amount of approximately U.S.$5,000,000. This indemnification is in addition to another U.S.$5,000,000, which will be designated for social programs for the benefit of the community of Valdivia. There were four additional measures ordered by the ruling (though not included in the agreement with the National Defense Council), which were discussed by the members of the Consejo Científico Social (Social Council), which includes representatives from Arauco, the National Defense Council, academic institutions, NGOs and public authorities. These measures are: (i) conducting a study, within one year, undertaken by an interdisciplinary committee of experts, about the current status of the wetland; (ii) creating an artificial sentinel wetland for representative species, upriver from the discharge of effluents; (iii) implementation of a monitoring program of environmental impact, within a five-year period; and (iv) creating a new research center focused on wetlands (Centro de Investigación de Humedales). The National Defense Council and Arauco have agreed upon the manner in which these measures have been implemented.

Since the end of 2004, we have been subject to various criminal proceedings relating to alleged violations of several environmental laws in Chile, some of which have been either terminated or abandoned by the prosecutor (decisión de no perseverar) as of the date of this annual report. See “Item 8. Financial Information—Legal Proceedings.” The commencement of similar criminal proceedings against Arauco at any time in the future could adversely affect some of our mills. We can neither predict the likelihood that we will face such similar proceedings in the future, nor the likely outcome or impact of any such proceedings.

We are also subject to certain administrative proceedings as a result of a pipe leakage in the Nueva Aldea Mill in 2013, the death of fish in the Cruces River in January 2014, close to the Valdivia Mill effluent discharge, and a pipe leakage in the Arauco Mill in February 2016, all of which are currently under investigation by the competent authorities. In addition, the Superintendence of the Environment has recently initiated two administrative proceedings against both Valdivia and Nueva Aldea mills, which may result in material administrative fines or sanctions, the revocation of environmental authorizations or the temporary or permanent closure of facilities.

 

10


Table of Contents

As a result of such proceedings, we cannot assure you that, our mills will be able to operate without interruption. Any such interruption, or unexpected costs to resolve such proceedings, could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to a substantial tax claim in Argentina.

On December 14, 2007, the Administración Federal de Ingresos Públicos (Federal Administration of Public Revenues, or AFIP), Argentina’s internal revenue service, notified our Argentine subsidiary, Alto Paraná S.A., which effective January 1, 2015, changed its name to Arauco Argentina S.A., or Arauco Argentina, of a claim for alleged unpaid taxes for fiscal years 2002, 2003 and 2004 in the aggregate amount of AR$418 million (or approximately U.S.$105 million at the then-current exchange rate) including principal, interest and penalties accrued through such date, arising from a dispute regarding certain income tax deductions (related to debt issued by Arauco Argentina in 2001 and repaid in 2007) taken by Arauco Argentina and challenged by the AFIP. On February 8, 2010, the Tribunal Fiscal de la Nación (Argentina’s Tax Court), issued an administrative ruling requiring that Arauco Argentina pay the AFIP’s claim in full.

Arauco Argentina appealed this administrative ruling to the Court of Appeals, in addition to filing an injunctive action requesting that the court stay Arauco Argentina’s payment obligation until resolution of its pending appeal. On May 13, 2010, the Court of Appeals granted an injunction of Arauco Argentina’s payment obligation in exchange for the posting of a surety bond in the amount of AR$633.6 million (or approximately U.S.$129 million at the then-current exchange rate). On December 28, 2012, the Court of Appeals dismissed Arauco Argentina’s appeal. Arauco Argentina appealed this decision before the Argentine Supreme Court of Justice, or the Argentine Supreme Court. The appeal has been under consideration by the Argentine Supreme Court since May 29, 2013. As of the date of this annual report, the injunction granted by the Court of Appeals is still in force.

We can offer no assurance that the Argentine Supreme Court will issue a ruling favorable to us. If the Argentine Supreme Court upholds the decision of the Court of Appeals, Arauco Argentina will be required to satisfy the above-mentioned claim (together with interest accrued), which would have an adverse effect on our financial condition and results of operations. For more information regarding this claim or any other substantial tax claim in Argentina, see “Item 8. Financial Information—Legal Proceedings—Tax Litigation in Argentina.”

Our ability to access local and international credit or capital markets may be restricted at a time when we need financing, which could have a material adverse effect on our flexibility to react to changing economic and business conditions.

As of December 31, 2015, we had approximately U.S.$4.3 billion of outstanding indebtedness. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Contractual obligations.” The economic environment prevailing at any point in time may prevent us from accessing, or restrict our access to, credit and capital markets to satisfy our financing needs, or we may not be able to refinance our existing indebtedness on terms that are favorable to us or at all. If we are unable to refinance our indebtedness as it becomes due, or if we refinance such indebtedness on terms that are not favorable to us, our business, results of operations and financial condition could be materially and adversely affected.

Material disruptions at any of our manufacturing, mills processing or remanufacturing facilities could negatively impact our financial results.

A material disruption at any of our manufacturing, processing or remanufacturing facilities could prevent us from satisfying customer demand for our products, meeting our production targets and/or require us to make unplanned capital expenditures, resulting in lower sales, which would have a negative effect on our financial results. Our Chilean facilities are located in a region known for seismic activity that exposes our facilities in Chile to the risk of earthquakes and in some areas, to subsequent tsunamis. In addition, our facilities (or any of our machines within an otherwise operational facility) could cease operations unexpectedly due to a number of events, including:

 

   

unscheduled maintenance outages;

 

   

prolonged power failures;

 

   

an equipment failure;

 

   

fires, floods, hurricanes or other adverse weather;

 

   

disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

 

   

a chemical spill or release;

 

   

explosion of a boiler;

 

   

the effect of a drought or reduced rainfall on its water supply;

 

   

labor difficulties;

 

11


Table of Contents
   

terrorism or threats of terrorism;

 

   

domestic and international laws and regulations applicable to our Company and our business partners, including joint operation partners, around the world; and

 

   

other operating problems.

Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our business, financial condition, results of operations and cash flows.

Our operations are subject to various risks affecting our forests and manufacturing facilities, including disease and fire. Although to date certain pests and diseases afflicting radiata or taeda pine plantations in other parts of the world have not significantly affected the forestry industries in Chile, Argentina, Brazil or Uruguay, these pests or diseases may migrate and may significantly affect the forestry industries in Chile, Argentina, Brazil or Uruguay in the future. Similarly, forest fires are always a risk, particularly during low rainfall conditions. We do not maintain insurance against pests, diseases or, in certain areas, fires that could affect our forests, and as a result, our business, financial condition, results of operations and cash flows could be adversely affected if any of these risks were realized.

Beginning on December 31, 2011, wildfires, exacerbated by high temperatures and strong winds, broke out in the Eighth Region of Chile. As a result, the fires destroyed our Nueva Aldea plywood mill and approximately 8,200 hectares of our forest plantations. The affected forest plantations represented approximately 0.8% of our total forest plantations. Our Nueva Aldea plywood mill, which represented a cash investment of approximately U.S.$110 million, had an annual production capacity of 450,000 cubic meters, representing approximately 14.2% of our total panel production capacity at the time of the event. Although the plywood mill at Nueva Aldea and our forest plantations were insured, our insurance is subject to deductibles and caps, including a 15-day deductible relating to our business interruption insurance for the Nueva Aldea plywood mill. We received U.S.$143.1 million from these insurance policies. In December 2013, we finished reconstruction of the Nueva Aldea plywood mill and began the start-up and commissioning process, which concluded in 2014. Our Nueva Aldea plywood mill achieved full production during the second semester of 2015, and we expect it to reach an annual production capacity of 360,000 cubic meters of plywood panels.

During the fourth quarter of 2014 and the first quarter of 2015, fires affected our forest plantations and destroyed 8,570 hectares. During the fourth quarter of 2015 and the first quarter of 2016, fires affected our forest plantations and destroyed 618 hectares.

Climate change may negatively affect our business, financial condition, results of operations and cash flows.

A significant number of scientists, environmentalists, international organizations, regulators and other commentators maintain that global climate change has contributed, and will continue to contribute, to the increasing unpredictability, frequency and severity of natural disasters (including, but not limited to, hurricanes, droughts, tornadoes, freezes, other storms and fires) in certain parts of the world. As a result, a number of legal and regulatory measures as well as social initiatives have been introduced in numerous countries in an effort to reduce carbon dioxide and other greenhouse gas emissions and combat global climate change. Such reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment. In addition, our plantations are located in regions which have ideal climatic conditions for a short growing cycle. Any climate changes that negatively affect such favorable climate conditions in central or southern Chile or in any region in which we benefit from favorable climate conditions could adversely affect the growth rate and quality of our plantations, or our production costs. Although we cannot predict the impact of changing global climate conditions, if any, or if legal, regulatory and social responses to concerns about global climate change, any such occurrences may negatively affect our business, financial condition, results of operations and cash flows.

We may undertake mergers, acquisitions and investments to expand or complement our operations that could result in operating difficulties or otherwise adversely affect our business, financial conditions and results of operations.

From time to time, we carry out mergers, acquisitions and investments to expand or complement our operations. In connection with such transactions, we may be exposed to various risks, including those arising from: (i) not having accurately assessed the value, future growth potential, strengths, weaknesses and potential profitability of potential acquisition targets; (ii) difficulties in successfully integrating, operating, maintaining or managing newly-acquired operations, including personnel; (iii) unexpected costs of such transactions or (iv) unexpected contingent or other liabilities or claims that may arise from such transactions. If any of these risks were to materialize, it could adversely affect our business, financial condition and results of operations.

 

12


Table of Contents

Our operations could be adversely affected by labor disputes.

Approximately 34% of our employees in Chile, 47% of our employees in Argentina, 23% of our employees in Uruguay, almost 100% of our employees in Brazil and none of our employees in the United States or Canada were unionized as of December 31, 2015. In the past, certain work slowdowns, stoppages and other labor-related disruptions have adversely affected our operations.

During 2015, transportation contractors blocked the entrances of our Horcones complex (Chile) on four separate occasions, on January 13, February 17, March 23 and September 21, 2015.

During 2014, there were two events of transportation contractors blocking the entrance to our Valdivia mill. The first blockade was on June 12, 2014 and lasted one day. The second was between August 29 and September 5, 2014. There were also four separate occasions of transportation contractors blocking the entrances of our Horcones complex on February 24 and 25, September 3, October 22 and 23, and November 20, 2014.

In January 2013, we experienced a four-day stoppage in Chile at the Arauco plywood mill in January 2013, caused by employees of third-party contractors.

In Chile, we also experienced a four-day work stoppage in July 2012 at our Arauco plywood mill located in Arauco, during which production partially resumed after the second day, which was caused by the employees of our third-party forestry contractors.

In January 2015, we experienced a five-day stoppage at Arauco Argentina’s mills in Misiones as a result of a road blockage led by the truckers union, and we also experienced a four-day stoppage at Arauco Argentina’s pulp mill in December 2014 as a result of a strike by the pulp union.

During 2015, production shifts were reduced at the unit in Piray MDF and in the particleboard plant in Zarate (Argentina), in order to improve operational efficiencies. Although the shift reductions and communications were performed in accordance with the provisions of the Labor Contract Law, workers of the plant in Zarate went on strike, causing a six-hour stoppage. Also during 2015, the pulp union carried out three work stoppages and blockades in Arauco Argentina’s pulp mill: the first event occurred on May 25 for 3 days; the second on August 3, also lasting 3 days; and the last one on September 1, which lasted 14 days.

During 2013, we experienced (i) a 27-day stoppage at Arauco Argentina’s Zarate mill in April 2013, as a result of a strike by the construction union; (ii) a two-day stoppage at Arauco Argentina’s chemical mill in May 2013, as a result of a strike by the Santa Fe Federation of Labour; and (iii) a one-day stoppage at Arauco Argentina’s pulp mill in June 2013 and a three-day stoppage at Arauco Argentina’s pulp mill in October 2013, both as a result of a strike by the pulp union. During 2011 we experienced a three-day stoppage at Arauco Argentina’s chemical mill in March 2011, as a result of a strike by the chemical union, but the strike were limited to two hours per shift and did not materially affect operations.

Our Brazilian operations have not experienced any work stoppages in the last five years.

During 2014, we experienced 7.5 days of work stoppages during the final phase of construction at Montes del Plata and the start of operations, caused by contractors and third parties. During 2015, there were 28 minor events amounting to 5.5 days of work stoppages, caused by transportation and timber logistics contractors.

In September 2011, we experienced a 21-day work stoppage of construction at the Montes del Plata joint operation in Uruguay. In 2012, we experienced approximately 17 days of work stoppages and in 2013, approximately 33 days of work stoppages during the construction at Montes del Plata. These stoppages were caused by national and local strikes related to various labor conflicts mostly of Montes del Plata subcontractors.

Our Canadian and U.S. operations did not experience any work stoppages in 2012, 2013, 2014 or 2015.

We renewed all of the collective-bargaining agreements that expired during 2015 in Chile, with the exception of two agreements whose renewals were postponed until May. We cannot assure you that a work slowdown, or a work stoppage or strike, will not occur prior to or upon the expiration of our labor agreements, and we are unable to estimate the extent to which any such work slowdown, stoppage or strike may adversely affect our sales.

In addition, we depend to a significant extent on employees of contractors to which we outsource a wide range of services including management of certain of our plantations and transportation of raw materials and products. On July 1, 2012, we commenced the process of insourcing the operation of 13 sawn timber industrial facilities, which had previously been managed by third-party

 

13


Table of Contents

companies. In the process, we hired 2,900 employees of these third-party companies. As of December 31, 2015, we had contracts with approximately 788 contractors, who employed approximately 21,353 employees. Under Chilean and Brazilian labor legislation, we are secondarily liable for the payment of labor and the social security obligations owed to employees of our contractors. In Chile, in the event that we do not exercise the rights granted to us by the labor laws regarding the supervision of our contractors in their compliance of their labor and social security obligations, then our responsibility is elevated from secondary to joint and several, thus enabling an employee of a contractor to bring a claim relating to these obligations against both the contractor and us, as the party hiring such contractor, although the contractor would remain primarily liable for such obligations. Generally, we are also responsible for the health and safety conditions of the contractors’ workers and are obligated to ensure that the contractors comply with all obligations related to such conditions while such workers are performing activities for us within our corporate purpose.

In Argentina, substantially similar joint liability rules apply to a principal and its contractors. In addition, national rural labor law, Law No. 26,727, promulgated on December 28, 2011 and fully in effect since March 2013, permits contractor employees under forestry contracts to bring actions directly against the principal to whom the employees’ services are being provided, instead of requiring them to bring actions against the contractor. For work or services related to the ordinary production process of a principal, the law provides that an employment relationship is deemed to exist between the principal and the employee of the contractor.

As a result of the foregoing, we may be affected by future strikes, work slowdowns, stoppages or other labor-related developments in the various countries in which we operate, including such developments attributable to employees of contractors performing outsourced services, and such strikes, slowdowns, stoppages or other developments could have a material adverse effect on our business, financial condition, results of operations or prospects.

Risks Relating to Chile

Adverse changes in Chile’s political and economic conditions could directly impact our business and the market price of our securities.

As of December 31, 2015, 64.5% of our property, plant and equipment and forest assets were directly owned by Celulosa Arauco y Constitución S.A., and our Chilean subsidiaries, and in 2015, 59.7% of our revenues were attributable to our Chilean operations. Accordingly, our business, financial condition, results of operations and cash flows depend, to a considerable extent, upon economic conditions in Chile. Future changes in the Chilean economy could adversely affect our business, financial condition, results of operations and cash flows and may impair our ability to proceed with our strategic plan of business. In addition, such changes may impact the market price of our securities.

The Chilean government’s actions have had and may continue to have a material effect on private sector entities. We have no control over and cannot predict how government intervention and policies will affect the Chilean economy or, directly and indirectly, our operations and revenues.

The Chilean government has exercised and continues to exercise substantial influence over many aspects of the economy. In September 2014, the Chilean Congress approved a tax reform bill that has a significant impact on Chilean companies. See “A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.” We have no control over and cannot predict how government intervention and policies will affect the Chilean economy or, directly and indirectly, our operations and revenues. Our operations and financial condition and the market price of our securities may be adversely affected by changes in policies involving exchange controls, taxation and other matters.

A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.

On September 29, 2014, Law No. 20,780, or the Tax Reform, was published in the Official Gazette, introducing significant changes to the Chilean taxation system and strengthening the powers of the Servicio de Impuestos Internos (Chilean IRS) to control and prevent tax avoidance. The Tax Reform contemplates, among other matters, changes to the corporate tax regime to create two tax regimes. Starting on January 1, 2017, Chilean companies will be subject to the sistema parcialmente integrado (the partially integrated regime) or the sistema de renta atribuida (the deemed taxation regime). The partially integrated regime will be the default regime for companies owned by legal entities and only those companies owned by natural persons or non-resident taxpayers will be eligible to opt for the deemed taxation regime. Both regimes provide for the gradual increase of the corporate tax rate to 24% in 2016 (21% in 2014, 22.5% in 2015 and 24% in 2016). Depending on the tax regime applicable to a company, tax rates will gradually be increased to a maximum rate of 25% in 2017, in the case of the deemed taxation regime, or 27% in 2018, in the case of the partially integrated regime.

Under the amended regulations as a sociedad anónima, the default regime that applies to us is the partially integrated regime.

 

14


Table of Contents

The Superintendency of Securities and Insurance issued Oficio Circular No. 856 on October 17, 2014, which instructs regulated entities to record as a charge to shareholders’ equity in their statutory financial statements the difference in deferred tax assets and liabilities that results from the increase in the tax rate set forth in Law No. 20,780. The impact of this circular has been incorporated in the statutory financial statements which are used to determine the distributable income. This circular differs from International Financial Reporting Standards (IFRS), which requires the impact to be recorded as part of the income statement. However, the financial statements that we prepared and filed with the SVS as of and for the periods ended September 30 and December 31, 2014 and 2015, account for deferred taxes in accordance with Oficio Circular No. 856.

In the attached financial statements prepared in accordance with IFRS, the effect of the change in the tax rate of first category in assets and liabilities relating to deferred taxes resulted in an expense of U.S.$292,717,000 (U.S.$292,155,000 attributable to owners of the parent) has been recorded in the income statement for the year ended December 31, 2014.

Further amendments could affect our income tax rates. We have no control and cannot predict how such amendments will affect, directly or indirectly, the Chilean economy or our operations and revenues. Our operations and financial condition and the market price of our securities may be adversely affected by changes in policies involving exchange controls, taxation and other matters. Furthermore, the change imposed by SVS by Oficio Circular 856 dated October 17, 2014 obliging companies under its supervision not to follow IFRS could lead investors to improperly determine Arauco’s results with respect to the effect of the tax reform on Arauco’s deferred taxes.

Chile has different corporate disclosure standards from those with which you may be familiar in the United States, and Chile’s securities laws may not afford you the same protections as U.S. securities laws.

The securities disclosure requirements applicable to certain foreign private issuers differ from those applicable to issuers domiciled in the United States in some important respects. Accordingly, the information about us available to you will not be the same as the information disclosed by a U.S. company required to file reports with the U.S. Securities and Exchange Commission, or SEC.

In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean securities laws and regulations are different from those in the United States, and some investor protections available in the United States may not be available in the same form, or at all, in Chile.

Inflation in Chile may disrupt our business and have an adverse effect on our business, results of operations, financial condition and cash flows.

Chile has experienced high rates of inflation in the past, the highest of which occurred more than 20 years ago. The annual rates of inflation (as measured by changes in the consumer price index and as reported by the Chilean National Institute of Statistics) in 2011, 2012, 2013, 2014 and 2015 were 4.4%, 1.5%, 3.0%, 4.6% and 4.4% respectively. High levels of inflation in Chile could adversely affect the Chilean economy and have a material adverse effect on our revenues, results of operations, financial condition and cash flows. Changes in the rate of inflation in Chile could continue in the future. Due to the competitive pressures we face in each of our product lines, we may not be able to increase prices in lock-step with inflation, which could materially and adversely affect our revenues, results of operations, financial condition and cash flows.

Currency fluctuations may have a negative effect on our financial results.

The Chilean peso has been subject to depreciations and appreciations in the past and may be subject to significant fluctuations in the future. We transact a significant portion of our business in U.S. dollars, and the U.S. dollar is the currency of the primary economic environment in which we operate. A portion of our operating costs, however, are denominated in Chilean pesos. An increase in the Chilean peso/U.S. dollar exchange rate increases our Chilean peso-denominated costs.

In addition, as an international company operating in Chile and several other countries, we transact a portion of our business and have assets and liabilities in Chilean pesos and other non-U.S. dollar currencies, such as the Euro, the Argentine peso, the Uruguayan peso, the Brazilian real, the Colombian peso, the Mexican peso and the Canadian dollar, among others. To the extent that the Chilean peso depreciates against the U.S. dollar, our domestic revenues may be adversely affected when expressed in U.S. dollars. The same effects may occur for our domestic sales in Argentina, Brazil and Canada, or other countries where we have operations for revenues related to products sold in each of the respective local currencies. As a result, fluctuations in the exchange rates of such foreign currencies to the U.S. dollar may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Risks Relating to Argentina

The economic conditions in Argentina may adversely affect our financial condition, results of operations and cash flows.

As of December 31, 2015, 9.2% of our property, plant and equipment and forest assets were owned by our Argentine subsidiaries, and in 2015, 10.6% of our revenues were attributable to our Argentine operations. The financial condition and results of our Argentine operations, including the ability of our Argentine subsidiary Arauco Argentina to raise capital, depend, among other factors, upon economic conditions prevailing in Argentina. See “Item 4. Information on our Company—Description of Business—History.”

 

15


Table of Contents

There are various aspects of the Argentine economy that could adversely affect our operations, including, among others, inflation, interest rates, foreign exchange controls and taxes. Since 2001 there have been a number of monetary and currency exchange control measures implemented in Argentina, which have included the obligation to repatriate foreign currency earned abroad and tight restrictions on transferring funds abroad, with certain exceptions for authorized transactions. As of the date of this annual report, in order to begin to normalize the economy, certain of these measures have been eliminated or relaxed by the new Argentine administration that took office as of December 10, 2015. After moving quickly to eliminate foreign-exchange restrictions and shifting to a more flexible exchange rate, the government plans to reduce inflation gradually.

We guarantee a portion of Arauco Argentina’s debt. We may be required to fulfill our obligation under our guarantees if Arauco Argentina’s ability to transfer funds abroad to service such debt is restricted. For a description of Arauco Argentina’s debt which we guarantee see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Although past restrictions did not materially affect Arauco Argentina’s business, financial condition, results of operations and cash flows, including its ability to service its debt, if in the future such payments are restricted, such restrictions would be an obstacle to Arauco Argentina’s ability to transfer money abroad, which may negatively affect its financial condition, results of operations and cash flows.

We have no control over and cannot predict how any future changes in economic policy or other changes in the Argentine economy could affect our operations and revenues in Argentina.

Risks Relating to Brazil

Economic conditions in Brazil may have a direct impact on our business, financial condition, results of operations and cash flows.

As of December 31, 2015, 7.4% of our property, plant and equipment and forest assets were owned by our Brazilian subsidiaries, and in 2015, 7.0% of our revenues were attributable to our Brazilian operations. See “Item 4. Information on our Company—Description of Business.” As a result of the foregoing, to a certain extent, our business, financial condition, results of operations and cash flows will be dependent on economic conditions in Brazil.

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions have a direct impact on our business.

The Brazilian government has exercised and continues to exercise a substantial influence over many aspects of the Brazilian economy. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, wage and price controls, currency devaluations, capital controls and limits on imports. The business, financial condition, results of operations and cash flows of our Brazilian subsidiaries may be adversely affected by such matters, changes in policy or regulation involving tariffs and exchange controls, as well as by factors such as:

 

   

currency fluctuations;

 

   

inflation;

 

   

social instability;

 

   

price instability;

 

   

interest rates;

 

   

liquidity of domestic capital and lending markets,

 

   

tax policy;

 

   

political instability; and

 

   

other political, diplomatic, social and economic developments in or affecting Brazil.

The Brazilian government’s actions have had and may continue to have a material effect on private sector entities, including our operations in Brazil. We have no control over and cannot predict how government intervention and policies will affect the Brazilian economy or, directly and indirectly, our operations and revenues.

 

16


Table of Contents

Future economic, social and political developments in Brazil may adversely affect the business, financial condition, results of operations and cash flows of our Brazilian subsidiaries.

Inflation and efforts by the Brazilian government to combat inflation may contribute significantly to economic uncertainty in Brazil and could harm the business of our Brazilian subsidiaries.

Brazil has, in the past, experienced high rates of inflation. More recently, Brazil’s rates of inflation were 6.5% in 2011, 5.8% in 2012, 5.9% in 2013, 6.4% in 2014 and 10.7% in 2015, as measured by the Índice de Preços ao Consumidor-Amplo (Brazilian Consumer Price Index). In the past, inflation, governmental measures to combat inflation and public speculation about possible future actions have had significant effects on the Brazilian economy and on the financial condition and results of operation of business, such as ours, operating in Brazil.

Fluctuations in the value of Brazil’s currency against the value of the U.S. dollar may result in uncertainty in the Brazilian economy, which may adversely affect the financial condition, results of operations and cash flows of our recently acquired Brazilian subsidiaries.

The Brazilian real has historically suffered frequent devaluation. In the past, the Brazilian government has implemented various economic plans and exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Depreciation over shorter periods has resulted in significant fluctuations in the exchange rate between the Brazilian real and the U.S. dollar and other currencies.

For example, the Brazilian real depreciated against the U.S. dollar by 10.8% and by 47.7% in 2014 and in 2015, respectively. The exchange rate between the Brazilian real and the U.S. dollar may continue to fluctuate and may rise or decline substantially from current levels. From January 1 to March 31, 2016 the Brazilian real appreciated by 12.1% with respect to the U.S. dollar.

Devaluation of the Brazilian real and currency instability may adversely affect our results of operation and financial condition in terms of U.S. dollars and could adversely affect the ability of our Brazilian subsidiaries to meet their foreign currency obligations in the future and could result in a monetary loss relating to these obligations.

Risks Relating to Uruguay

Economic conditions in Uruguay, or the failure of Montes del Plata and its affiliates to service their debt, may have a direct impact on our financial condition, results of operations and cash flows.

As of December 31, 2015, 16.2% of our property, plant and equipment and forest assets were owned by Montes del Plata and its affiliates in Uruguay, and in 2015, 7.0% of our revenues were attributable to the Uruguayan operations of Montes del Plata. See “Item 4. Information on our Company—Description of Business.”

We have made significant investments in Uruguay and we may make additional investments in Uruguay in the future. See “Item 4. Information on our Company—Description of Business.” As a result, our financial condition and results of operations may consequently depend, to a certain extent, on political and economic conditions in Uruguay. Certain future actions by the Uruguayan government, including, among others, actions with respect to inflation, interest rates, foreign exchange controls and taxes, could have a material adverse effect on our operations in Uruguay.

Risks Relating to the United States and Canada

Economic conditions in the United States and Canada may have a direct impact on our business, financial condition, results of operations and cash flows.

As of December 31, 2015, 2.3% of our property, plant and equipment and forest assets were owned by our U.S. subsidiaries, and in 2015, 11.8% of our revenues were attributable to our U.S. subsidiaries. See “Item 4. Information on our Company—Description of Business.”

As of December 31, 2015, 0.4% of our property, plant and equipment and forest assets were owned by our Canadian subsidiaries, and in 2015, 3.9% of our revenues were attributable to our consolidated Canadian subsidiaries, which includes our Canadian subsidiaries’ operations in the United States. See “Item 4. Information on our Company—Description of Business.”

As a result of the foregoing, to a certain extent, our business, financial condition, results of operations and cash flows will be dependent on economic conditions in the United States and Canada.

 

17


Table of Contents

Risks Relating to Other Markets

Our business, earnings and prospects may be adversely affected by developments in other countries that are beyond our control.

Our business, financial condition, results of operations and cash flows depend, to a large extent, on the level of economic activity, government and foreign exchange policies and political and economic developments in our principal export markets. In 2013, 2014 and 2015, 92.8%, 91.8% and 90.8%, respectively, of our total pulp sales, and 41.3%, 43.9% and 42.3%, respectively, of our total sales of forestry, wood and panel products, were attributable to exports, principally to customers in Asia, the Americas and Western Europe, collectively. Our business, earnings and prospects, as well as our financial condition, results of operations, cash flows and the market price of our securities, may be materially and adversely affected by developments in these export markets relating to inflation, interest rates, currency fluctuations, protectionism, government subsidies, price and wage controls, exchange control regulations, taxation, expropriation, social instability or other political, economic or diplomatic developments. For example, certain target countries to which we export may impose buying restrictions in our industry, which may adversely affect our sales. We have no control over these conditions and developments which could adversely affect us and our business, financial condition, results of operations and cash flows or the price or market of our securities.

Developments in other emerging and developed markets may adversely affect the market price of our securities and our ability to raise additional financing.

Our financial condition and the market price of our securities may be adversely affected by declines in the international financial markets and world economic conditions. Chilean securities markets are, to varying degrees, influenced by general economic, political, social and market conditions in other emerging and developed market countries, especially those in the United States, Europe, China and Latin America. Investors’ reactions to developments in one country can affect the securities markets and the securities of issuers in other countries, including Chile. Negative developments in the international financial markets in the future could adversely affect the market price of our securities and impair our ability to raise additional capital.

Risks Relating to Our Securities

The non-payment of funds by our subsidiaries could have a material adverse effect on our business, financial condition, results of operations and ability to service our debt, including our securities.

Our cash flow and our ability to service debt is dependent, in part, on the cash flow and earnings of our subsidiaries and the payment of funds by those subsidiaries to us, in the form of loans, interest, dividends or otherwise. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the terms of our securities or to make any funds available for such purpose.

Furthermore, claims of creditors of our subsidiaries, including trade creditors, will have priority over our creditors, including holders of our securities, with respect to the assets and cash flow of our subsidiaries. Our right to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of our securities to participate in those assets) will be effectively subordinated to the claims of that subsidiary’s creditors.

Changes in Chilean tax laws could lead us to redeem our securities.

Under current Chilean law and regulations, payments of interest made from Chile to holders of debt securities who are neither residents nor domiciled or organized in Chile for purposes of Chilean taxation will, generally, be subject to Chilean withholding tax at a rate of 4.0%. Subject to certain exceptions, we will pay additional amounts (as described in “Item 10. Additional Information—Taxation”) so that the net amounts received by the holder of the notes (including additional amounts) after such Chilean withholding tax will equal the amounts that would have been received in respect of the notes in the absence of such Chilean withholding tax. In the event of certain changes in Chilean tax laws requiring that we pay additional amounts that are in excess of the additional amounts that we would owe if payments of interest on our securities were subject only to a 4.0% withholding tax, we will have the right to redeem our securities.

Credit rating downgrades below investment grade could have a material and adverse effect on our business, financial condition, results of operations and ability to service our debt, including our securities.

Credit rating agencies could downgrade our ratings either due to factors specific to us, a prolonged cyclical downturn in the forestry industry or macroeconomic trends (such as global or regional recessions) and trends in credit and capital markets more generally. Any decline in our credit rating would increase our cost of borrowing and may significantly harm our financial condition, results of operations and profitability, including our ability to refinance our existing indebtedness.

In October 2012, citing soft pulp prices and our increased leverage due to the Flakeboard acquisition and the construction of the Montes del Plata pulp plant in Uruguay, Fitch Ratings, or Fitch, downgraded our foreign and local currency Issuer Default Ratings (IDR) to “BBB” from “BBB+,” in addition to downgrading our national scale rating from “AA (cl)” to “AA- (cl).” Fitch also downgraded the foreign currency IDR of Arauco Argentina, to “BBB” from “BBB+.” The unsecured debt issued by Arauco Argentina and us was also downgraded to “BBB” and “AA- (cl),” respectively, from “BBB+” and “AA.” On February 6, 2013, Feller Rate, a Chilean subsidiary of Standard & Poor’s Ratings Services, or S&P, lowered our national scale rating to “AA-” from “AA”, citing the adoption of an aggressive financial policy combined with a cycle of low prices and increased costs of raw materials.

 

18


Table of Contents

On March 7, 2013, Moody’s Investors Service, or Moody’s, downgraded our senior unsecured ratings to “Baa3” from “Baa2” with a negative outlook, citing deterioration in our performance coupled with a significant increase in debt that resulted in a significant increase in leverage. Additionally, Moody’s downgraded the rated notes of Arauco Argentina to “Baa3” from “Baa2”. On March 27, 2013, S&P lowered its rating on us from “BBB” to “BBB-”, citing high debt, our recent acquisitions, and soft pulp prices and rising operating costs. It considered our financial risk profile to be “intermediate” due to expectations of improved leverage.

On April 5, 2013, S&P lowered its corporate credit rating foreign currency on Arauco Argentina from “B+” to “B,” due to worsening business conditions in Argentina and our recent downgrade, as Arauco Argentina’s parent company, from “BBB” to “BBB-” on March 27, 2013. Then on September 13, 2013, the rating was downgraded again from “B” to “B-” following similar action on the Republic of Argentina which was lowered from “B-” to “CCC+.” On December 20, 2013, the foreign currency global scale rating on Arauco Argentina suffered its third downgrade from “B-” to “CCC+” to reflect the same transfer and convertibility risk assessment for Argentina, due to restrictions on access to foreign currency and/or restrictions on transferring money abroad.

On June 19, 2014, Moody’s changed our ratings outlook to stable from negative. Also, the Baa3 note rating of our Argentinean subsidiary Arauco Argentina, was affirmed, and its outlook changed to stable.

During 2015, our ratings and outlook at the national and international scale remained unchanged.

We cannot assure you that we will not be subject to further credit rating downgrades. Credit rating downgrades below investment grade could have a material and adverse effect on our ability to service our debt, including our securities, which, in turn, could have a material adverse effect on our business, financial condition and results of operations.

 

19


Table of Contents

Item 4. Information on our Company

DESCRIPTION OF BUSINESS

We believe that, as of December 31, 2015, we were one of Latin America’s largest forest plantation owners, and that we are Chile’s largest exporter of forestry and wood products in terms of revenue. We have industrial operations in Chile, Argentina, Brazil, the United States, Canada and Uruguay (via our 50% share in Montes del Plata). As of December 31, 2015, we had more than 1.0 million hectares of plantations in Chile, Argentina, Brazil and Uruguay combined. During 2015, we harvested approximately 22.5 million cubic meters of sawlogs and pulplogs and sold approximately 8.0 million cubic meters of wood products, including sawn timber (green and kiln-dried lumber), remanufactured wood products and panels (plywood, medium density fiber board, or MDF, particleboard, or PBO, and high density fiber board, or HB). During 2015, we sold approximately 3.5 million tonnes of pulp in the form of hardwood bleached pulp, softwood bleached pulp, softwood unbleached pulp and fluff pulp.

Based on information published by Hawkins Wright Ltd., an independent research company for the pulp and paper industry, as of December 31, 2015, we were one of the world’s largest producers of bleached and unbleached softwood kraft market pulp in terms of production capacity, with an estimated 7.2% share of the total world production capacity of bleached softwood kraft market pulp and a 24.2% share of the total world production capacity of unbleached softwood kraft market pulp. “Market pulp” is pulp sold to manufacturers of paper products, as opposed to pulp produced by an integrated paper producer for use in its paper production facilities. “Kraft pulp” is pulp produced using a chemical process.

Based on information published by Hawkins Wright Ltd., we were also one of the world’s lowest-cost producers of softwood kraft market pulp. We believe that we are able to produce our products at a lower cost than our competitors because of the high growth rate and short harvest cycle of radiata and taeda pine compared to other commercial softwoods, the advanced genetic and silviculture techniques we apply in our forest management, our modern mill facilities and, in the case of Chile, the proximity of our operations to Pacific coast ports.

History

Celulosa Arauco y Constitución S.A. is a sociedad anónima (corporation) organized under the laws of Chile and subject to certain rules applicable to sociedades anónimas abiertas (Chilean public corporations). Our principal executive offices are located at Avenida El Golf 150, 14th Floor, Las Condes, Santiago, Chile, and our telephone number is +56-2-2461-7200.

We were formed on September 14, 1979 in a merger between Industrias de Celulosa Arauco S.A., or Industrias Arauco, and Celulosa Constitución S.A., or Celulosa Constitución. Our two predecessor companies were created in the late 1960s and early 1970s by Corporación de Fomento de la Producción, or Corfo, a Chilean government development corporation, to develop forest resources, improve soil quality in former farming areas and promote employment. As part of the Chilean government’s privatization program, Corfo sold Industrias Arauco to Compañía de Petróleos de Chile S.A., or Copec, in 1977 and Celulosa Constitución to Copec in 1979. In October 2003, Copec transferred all of its gasoline- and fuel-related business assets to a new subsidiary, and changed its legal name to Empresas Copec S.A., or Empresas Copec. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”

In 1996, we acquired Alto Paraná S.A., an Argentine company (that effective January 1, 2015, changed its name to Arauco Argentina S.A.), which, at the time of the acquisition, owned plantations and other land in Argentina and manufactured and sold bleached softwood kraft pulp. With this acquisition, we expanded our market opportunities outside of Chile.

In 2005, 2006 and 2007, we expanded our presence in Chile, Argentina and Brazil through a series of acquisitions that increased our land holdings and the production capacity of various sectors of our business.

On May 17, 2009, our subsidiary Inversiones Arauco Internacional Limitada (previously known as Arauco Internacional S.A.), or Arauco Internacional, and a subsidiary of Stora Enso agreed through a joint operation partnership to acquire the Uruguayan subsidiaries of ENCE, which acquisition was completed on October 16, 2009. The companies acquired by the joint operation partnership were Eufores S.A., Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A. The main assets of these subsidiaries included 130,000 hectares of land, of which 73,000 had forestry plantations, 6,000 hectares under agreements with third parties, an industrial site, the necessary environmental permits for the construction of a pulp mill, a river terminal, a chip producing mill and a nursery. The agreed value of these assets, pursuant to the aforementioned transaction, was U.S.$335 million, of which we paid 50% (or U.S.$167.5 million). See “Item 5. Operating and Financial Review and Prospects—Results of Operations.”

 

20


Table of Contents

On August 26, 2009, our subsidiary Placas do Paraná S.A. (now, Arauco do Brasil S.A.) acquired 100% of the shares of Tafisa Brasil, by means of a share purchase agreement executed among SCS Beheer, B.V., Tafiber—Tableros de Fibras Ibéricos, S.L. (each of which is a subsidiary of Sonae Indústria, SGPS, S.A.) and Placas do Paraná S.A. Pursuant to the transaction, we paid a purchase price of U.S.$227 million, of which U.S.$165.2 million was allocated to pay the value of the shares of Tafisa Brasil, with the balance corresponding to liabilities that the acquired company maintained. The primary asset of Tafisa Brasil (which has been renamed Arauco do Brasil S.A.) is a panel production facility located in the city of Pien, Brazil, which is in the state of Paraná. The facility has an annual total installed capacity of 750,000 cubic meters, which includes three production lines: two lines producing MDF and one line producing PBO. The facility also has added-value lines to produce products for the construction and furniture industries.

On September 27, 2009, Arauco and its subsidiary Inversiones Arauco Internacional, executed a series of joint operation agreements with Stora Enso, pursuant to which Stora Enso Amsterdam B.V. agreed to transfer the ownership of 100% of the shares of Stora Enso Uruguay S.A. to Forestal Cono Sur. As a consequence of this transaction, Arauco and Stora Enso equally control all assets that both companies own in Uruguay.

In April 2010, our subsidiary Arauco do Brasil S.A. acquired 50% of the shares of Dynea Brasil S.A. from Dynea AS for U.S.$15 million. As a result of this acquisition, we became the owner of 100% of the shares of Dynea Brasil S.A., which was absorbed by Arauco do Brasil S.A. in May 2010.

On January 18, 2011, Arauco and Stora Enso agreed to carry out the construction of a state of the art pulp mill with an annual capacity of 1.3 million tonnes, a port and a power producing unit based on renewable sources, all located in Punta Pereira, department of Colonia, Uruguay. The total investment was approximately U.S.$2.5 billion. The pulp mill entered the production phase in June 2014, and reached full production capacity in October 2015.

On November 17, 2011, Centaurus Holdings S.A., a Brazilian company that is 51% owned by Klabin S.A. and 49% by our subsidiary Arauco Forest Brasil S.A., acquired the shares of Florestal Vale do Corisco Ltda., which has 107,000 hectares of land in the Brazilian state of Paraná. The total purchase price for the transaction was U.S.$473.5 million, of which we paid 49%. On May 31, 2012, Centaurus Holdings S.A. was absorbed by Florestal Vale do Corisco Ltda.

On December 20, 2011, Arauco Argentina acquired 100% of the shares of Greenagro S.A. or Greenagro, a company duly incorporated under the laws of Argentina, for a total purchase price of U.S.$10.7 million. Greenagro is engaged in forestry activities in the area of Isla Victoria, province of Entre Ríos, Argentina. As stipulated by Argentine competition rules, the acquisition was subject to approval by the National Commission for the Defense of Competition (CNDC). On October 29, 2013, the Secretary of Commerce authorized the acquisition.

On December 29, 2011, Arauco Panels USA, one of our U.S. subsidiaries, entered into an asset purchase agreement to acquire an industrial facility in Moncure, North Carolina for U.S.$56 million plus approximately U.S.$6 million in respect of working capital, subject to adjustment based on actual working capital at closing. The facility includes MDF and high-density fiberboard, or HDF, production lines with annual production capacity of up to 330,000 cubic meters, a PBO production line with annual production capacity of up to 270,000 cubic meters and two melamine product production lines. This transaction closed in January 2012.

On June 7, 2012, we signed a share purchase agreement to acquire 100% of the shares of Flakeboard Company Limited or Flakeboard, a Canadian company, for a total purchase price of U.S.$242.5 million. Flakeboard is a key North American producer of wood paneling for furniture. It owns and operates seven panel mills in Canada and the U.S. with an aggregate annual production capacity of 1.2 million cubic meters of MDF panels, an annual production capacity of 1.2 million cubic meters of PB, and an annual production capacity of 634,000 cubic meters of melamine. This transaction closed in September 2012.

During the second quarter of 2013, the Arauco wholly-owned forestry subsidiaries—Bosques Arauco S.A., Forestal Valdivia S.A., Forestal Arauco S.A., and Forestal Celco S.A.—were merged into Forestal Celco S.A. This process started on July 1, 2013, when Bosques Arauco was merged into Forestal Valdivia. Later, on September 1, 2013, Forestal Valdivia was merged into Forestal Arauco. On December 1, 2013, Forestal Arauco was merged into Forestal Celco. Finally, in May 2014, Forestal Celco changed its name to Forestal Arauco S.A.

On July 28, 2015, Mahal Empreendimentos e Participações S.A., a Brazilian company, of which our subsidiary Arauco Forest Brasil S.A. owns 84.53% and Empreendimentos Florestais Santa Cruz Ltda. owns 15.47%, acquired 37,625 hectares of land in the Brazilian state of Mato Grosso do Sul. The total purchase price for the transaction was U.S.$ 53 million.

 

21


Table of Contents

On October 27, 2015, our subsidiary Arauco Forest Brasil S.A acquired 51% of the shares of Novo Oeste Gestão de Ativos Florestais S.A. As a result of this acquisition, we became the owner of 100% of the shares of Novo Oeste Gestão de Ativos Florestais S.A., which has 26,229 hectares of forestry plantations in the Brazilian state of Mato Grosso do Sul.

On December 1, 2015, Arauco’s wholly-owned subsidiaries Paneles Arauco S.A., Aserraderos Arauco S.A. and Arauco Distribución S.A. were merged into Paneles Arauco S.A., company which will operate the panel and sawmill business.

On November 30, 2015, our subsidiary Inversiones Arauco Internacional Limitada, entered into a share purchase agreement with Sonae Industria (“Sonae”) under which the purchase of 50% of the shares of a Spanish subsidiary of Sonae, currently named Tableros de Fibras S.A., was agreed, along with the name change to “Sonae Arauco”. According with the executed agreements, both Sonae and Arauco will jointly control Sonae Arauco. The share purchase agreement is subject to the satisfaction of certain conditions precedent including: (i) the approval of the purchase by the relevant antitrust authorities; (ii) the restructuring of the total debt of the companies that will remain under the control of the future Sonae Arauco (which would leave Sonae Arauco with a total debt ranging between €220 to €230 million); (iii) the corporate restructuring of certain of the future Sonae Arauco’s subsidiaries; and (iv) the transfer to Sonae of certain subsidiaries that are currently under the control of Tafisa, and that are not in the joint venture’s interest. It is expected that the transaction will close during the first half of 2017, if the conditions precedent are satisfied.

The price agreed for the Sonae Arauco transaction is €137,500,000, payable at closing. Sonae Arauco and its subsidiaries are expected to produce and market wood panels, of the OSB, MDF and PB type, and sawn timber through the operation of: (i) two panel plants and one sawmill in Spain; (ii) two panel plants and one resin plant in Portugal; (iii) four panel plants in Germany, (iv) and two panel mills in South Africa. In aggregate, the production capacity of Sonae Arauco, after the required restructurings are concluded, is expected to be of approximately 460,000 cubic meters of OSB, 1,450,000 cubic meters of MDF, 2,270,000 cubic meters of particleboards and 100,000 cubic meters of sawn timber.

 

22


Table of Contents

Corporate Structure

We are substantially wholly owned by Empresas Copec S.A., a public company listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. Empresas Copec is a holding company, the principal interests of which are in Arauco, gasoline and gas distribution, electricity, fishing and mining. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”

The following table sets forth our ownership interests in our subsidiaries as of December 31, 2015.

 

     Country of
incorporation
   Total stock held  

Agenciamiento y Servicios Profesionales S.A. de C.V.

   Mexico      99.9990

Arauco Argentina S.A. (Ex-Alto Paraná S.A.)

   Argentina      99.9801   

Arauco Australia Pty Ltd.

   Australia      99.9990   

Arauco Bioenergía S.A.

   Chile      99.9999   

Arauco Colombia S.A.

   Colombia      99.9982   

Arauco do Brasil S.A

   Brazil      99.9990   

Arauco Florestal Arapoti S.A.

   Brazil      79.9992   

Arauco Forest Brasil S.A.

   Brazil      99.9991   

Arauco Europe Cooperatief U.A. (Ex-Holanda Cooperatief U.A.)

   The Netherlands      99.9990   

Arauco Panels USA LLC

   U.S.A.      99.9990   

Arauco Perú S.A.

   Peru      99.9990   

Arauco Wood Products, Inc.

   U.S.A.      99.9990   

Araucomex S.A. de C.V.

   Mexico      99.9990   

Consorcio Protección Fitosanitaria Forestal S.A.

   Chile      57.7404   

Empreendimentos Florestais Santa Cruz Ltda.

   Brazil      99.9789   

Flakeboard America Limited

   U.S.A.      99.9990   

Flakeboard Company Limited

   Canada      99.9990   

Forestal Arauco S.A.

   Chile      99.9484   

Forestal Cholguán S.A.

   Panama      98.4478   

Forestal Concepción S.A.

   Chile      99.9990   

Forestal Los Lagos S.A.

   Chile      79.9587   

Forestal Nuestra Señora del Carmen S.A.

   Argentina      99.9805   

Forestal Talavera S.A.

   Argentina      99.9942   

Greenagro S.A.

   Argentina      97.9805   

Inversiones Arauco Internacional Ltda.

   Chile      99.9990   

Investigaciones Forestales Bioforest S.A.

   Chile      99.9489   

Leasing Forestal S.A.

   Argentina      99.9801   

Mahal Empreendimentos e Participacoes S.A.

   Brazil      99.9934   

Novo Oeste Gestao de Ativos Florestais S.A.

   Brazil      99.9990   

Paneles Arauco S.A.

   Chile      99.9995   

Savitar S.A.

   Argentina      99.9841   

Servicios Aéreos Forestales Ltda.

   Chile      99.9990   

Servicios Logísticos Arauco S.A.

   Chile      99.9997   

Business Strategy

Our business strategy is to maximize the value of our forest plantations by pursuing sustainable growth opportunities in our core businesses and expanding into new markets and products. We are implementing our business strategy through the following initiatives:

 

   

we are improving the growth rate and quality of our plantations through advanced forest management techniques;

 

   

we are executing a capital expenditure plan designed to reinforce our competitive advantages through economies of scale and scope, improving the efficiency and productivity of our industrial activities and optimizing the use of our forests through biomass energy generation;

 

23


Table of Contents
   

we continue to develop our facilities, transportation, shipping, storage and product distribution network that allow us to reach over 80 countries worldwide; and

 

   

we are expanding internationally into new regions that we believe have comparative advantages in the forestry and wood products sector.

Domestic and Export Sales

The following table sets forth our revenue derived from exports and domestic sales for the years indicated.

 

     Year ended December 31,  
     2013      2014      2015  
     (in millions of U.S. dollars)  

Export Sales

        

Bleached pulp

   $ 1,591       $ 1,714       $ 1,762   

Unbleached pulp

     293         302         275   

Sawn timber

     479         538         419   

Remanufactured wood products

     207         204         231   

Panels

     507         547         504   

Other

     5         2         4   
  

 

 

    

 

 

    

 

 

 

Total export revenue

   $ 3,082       $ 3,306       $ 3,195   
  

 

 

    

 

 

    

 

 

 

Domestic Sales

        

Bleached pulp

   $ 139       $ 171       $ 197   

Unbleached pulp

     7         9         8   

Logs

     118         121         88   

Sawn timber

     105         100         79   

Remanufactured wood products

     38         32         57   

Chips

     21         20         18   

Electric power

     146         160         121   

Panels

     1,420         1,374         1,333   

Other

     70         50         50   
  

 

 

    

 

 

    

 

 

 

Total domestic revenue

   $ 2,064       $ 2,037         1,952   
  

 

 

    

 

 

    

 

 

 

Revenue

   $ 5,146       $ 5,343         5,147   
  

 

 

    

 

 

    

 

 

 

The following table sets forth a geographic market breakdown of our export revenue for the years indicated.

 

     Year ended December 31  
     2013      2014      2015  
     (in millions of U.S. dollars)  

Asia and Oceania

   $ 1,564       $ 1,720       $ 1,673   

North America

     618         661         656   

Europe

     417         354         236   

Central and South America

     330         353         482   

Other

     154         218         148   
  

 

 

    

 

 

    

 

 

 

Total

   $ 3,082       $ 3,306       $ 3,195   
  

 

 

    

 

 

    

 

 

 

 

24


Table of Contents

Forestry Activity

Radiata pine grows at the fastest rates within a narrow band of latitude and under certain climatic conditions. One of Chile’s main advantages in the forestry products industry lies in the short growing cycle of its radiata pine plantations. The faster growth rate of radiata pine trees in Chile allows harvesting of pulplogs and sawlogs 16 to 18 years after planting and of high quality sawlogs 25 years after planting. For most temperate softwood forests in the Northern Hemisphere this range is 18 to 45 years for pulplogs and 50 to 150 years for high quality sawn timber. Consequently, the Chilean forestry industry is a relatively low-cost producer, since a Chilean producer generally requires less time and a smaller area to produce the same volume of pine as its North American or European competitors, who face lower forest growth rates and higher transportation and investment costs as a result of the larger tracts of forests necessary to produce equivalent yields of softwood. Accordingly, since the mid-1970s, we have focused our forest management toward the application of advanced genetic and silviculture techniques to increase productivity and the quality of our plantations.

Eucalyptus, which we began planting in 1989, grows well in the forest regions of Chile. Once planted, eucalyptus trees require no further forest management (other than fire control and reduction of weeds) until harvest. The average harvest cycle of eucalyptus plantations is approximately 12 years. Once harvested, eucalyptus can be replanted or regrown.

Throughout our history, we have demonstrated a continued commitment to the improvement of our forest management policies. In particular, we have adopted environmentally sensitive policies towards our holdings of native forests, which are protected and preserved in their entirety. Our products come from our established plantations only; we do not sell any products derived from our native forests. We conduct our forestry operations in accordance with current legislative and environmental sustainability standards. Certain of our subsidiaries have received various environmental certifications as of the date of this annual report, which include, but are not limited to the following:

 

   

Forest Stewardship Council® Forest Management Certification: a forest management certification aimed at promoting forest management that is environmentally responsible, socially beneficial and economically viable for the world’s forests. FSC® is a non-profit organization devoted to encouraging the responsible management of the world’s forests (Forestal Arauco license code: FSC-C108276);

 

   

Sustainable Forest Management Certification (CERTFOR): the Chilean certification of sustainable forest management, as determined since 2004 by the PEFC (Program for the Endorsement of Forest Certifications Schemes). PEFC is an international non-profit, non-governmental organization dedicated to promoting sustainable forest management;

 

   

CERTFOR Chain of Custody Certification: a certification granted by the PEFC and designed to ensure that certified raw materials are used in finished products;

 

   

FSC® Chain of Custody Certification: a certification from the FSC® that is designed to ensure traceability from certified forest and other controlled sources to the finished product (Forestal Arauco Zona Norte license code: FSC – C013026);

 

   

Environmental Management System ISO 14001: a certification issued by the International Standards Organization (ISO), awarded to organizations that comply with environmental legislation, monitor significant environmental impacts, prevent pollution and maintain a continuing program of environmental improvement. ISO is an international non-profit, non-governmental organization dedicated to developing international business standards; and

 

   

Occupational Health and Safety Assessment Series (OHSAS) 18001: a certification awarded for the effective management of conditions and factors that may adversely affect the work environment of employees, temporary workers, contractors and other persons who are in the workplace.

Forest Plantations

The information in this section includes 100% of the plantations owned by Forestal Arauco S.A. (Chile), 80% of the plantations owned by Forestal Los Lagos S.A., 100% of the plantations owned by Arauco Argentina, 50% of the plantations we own in Uruguay through the Montes del Plata joint operation, 100% of the plantations owned by Arauco Forest Brasil, 80% of the plantations owned by Arauco Florestal Arapoti and 100% of the plantations owned by Mahal Empreendimentos e Participacoes S.A, unless otherwise mentioned.

As of December 31, 2015, our planted forests consisted of 69.0% radiata, taeda and elliottii pine and 28.9% eucalyptus. Radiata, taeda and elliottii pine have a rapid growth rate and a short harvest cycle compared to other commercial softwoods. These pine species are sufficiently versatile for both the production of forestry and wood products and the production of long-fiber pulp for sale to manufacturers of paper and packaging.

We seek to manage our forestry resources seeking to ensure that the annual growth of our forest is equal to or greater than the volume of resources harvested each year. In 2015, Arauco planted a total of 58,863 hectares and harvested a total of 60,700 hectares in Chile, Argentina, Brazil and Uruguay. We believe that our annual harvests and plantations, long-term sustainable equilibrium is approximately 64.8 thousand hectares.

 

25


Table of Contents

Our planted radiata pine forests are located in central and southern Chile, and most are located in close proximity to our major production facilities and to port facilities. As of December 31, 2015, our aggregate radiata pine holdings comprised 38% of all Chilean radiata pine plantations, making us the country’s largest radiata pine plantation owner according to the Chilean Forestry Institute. As of December 31, 2015, we owned approximately 1.1 million hectares of land in Chile, of which 719 thousand hectares are forest plantations.

As of December 31, 2015, we owned approximately 263,384 hectares of forest and other land in Argentina, approximately 181,908 hectares of forest and other land in Brazil and approximately 118,016 hectares of forest and other land that Montes del Plata owns in Uruguay. Of the total land we own in Uruguay through Montes del Plata, 100% is planted with eucalyptus: dunnii (74%), globulus (11%), grandis (7%) and other species (8%).

Of the total land we own in these four countries, approximately 146,774 hectares of land is planted with taeda pine and elliottii pine, both species of softwood that has a growth rate similar to that of radiata pine. The balance includes plantations of other species of trees, land to be planted, protected areas and native forests.

The following table sets forth the number of hectares and types of uses of our land holdings and rights, as of December 31, 2015.

 

     As of December 31, 2015  
     Total      Distribution  
     (in hectares)      (percentage)  

Pine plantations(1)

     

0-5 years

     171,654         10.3

6-10 years

     164,457         9.8

11-15 years

     141,751         8.5

16-20 years

     138,635         8.3

21+ years

     89,679         5.4

Subtotal

     706,176         42.2

Eucalyptus plantations(2)

     296,239         17.7

Plantations of other species

     21,689         1.3

Subtotal of Plantations

     1,024,104         61.2

Land for plantations

     55,055         3.3

Land for other uses(3)

     592,833         35.5
  

 

 

    

 

 

 

Total(4)

     1,671,990         100.0
  

 

 

    

 

 

 

 

(1) All years are calculated from the date of planting.
(2) Approximately 76.6% of our eucalyptus plantations are less than 10 years old.
(3) Includes roads, firebreaks, native forests and yards.
(4) Includes 100% of the plantations owned by Forestal Arauco S.A. (Chile), 80% of the plantations owned by Forestal Los Lagos S.A., 100% of the plantations owned by Arauco Argentina, 50% of the plantations we own in Uruguay through the Montes del Plata joint operation, 100% of the plantations owned by Arauco Forest Brasil, 80% of the plantations owned by Arauco Florestal Arapoti and 100% of the plantations owned by Mahal Empreendimentos e Participacoes S.A. Also includes 23,112 hectares for which we have the right to harvest but do not own the land, of which 16,208 hectares are in Chile, 6,599 hectares are in Uruguay and 305 hectares are in Argentina.

Land Acquisition and Afforestation

Our total land assets have increased from fewer than 170,000 hectares in 1980 to 1,671,990 hectares as of December 31, 2015. In the five years ending December 31, 2015, we purchased 110,422 hectares of land, of which 40,406 hectares were purchased in Chile, 5,506 in Argentina, 55,107 in Brazil and 9,403 in Uruguay. For more information regarding our material acquisitions, see “—History”.

We expect to acquire additional land if we are presented with the possibility to do so at a desired price or location. There can be no assurance that we would be able to acquire land at a desired price or in a desired location.

We plan to continue our policy of supplementing our pulplog production with purchases from domestic third parties. We believe that this policy is economically efficient, given the significant quantities of pulplog available from third parties and our increasing proportion of sawlogs yielded from our plantations. We believe that the aggregate of our existing plantations, land currently held by us that we intend to afforest and the third-party purchases we make in the ordinary course of our business will be sufficient to satisfy our anticipated future demand for sawlogs and pulplogs.

 

26


Table of Contents

Forest Management

For our pine plantations, our forestry management activities seek to increase sawlogs through advanced genetic techniques, planting and site preparation procedures, thinning and pruning. Managed forests can produce trees of larger diameter and, if pruned, a higher proportion of clear wood, which generally commands a higher price than knotted wood. Although some land is not suitable for the production of pruned logs, as of December 31, 2015, approximately 56% of our pine forests in Chile were conducive to clear wood production.

For our eucalyptus plantations, our forestry management activities seek to increase the amount of fiber production per hectare through advanced genetic techniques and planting and site preparation procedures. Eucalyptus is more expensive to plant than pine; however, after planting, eucalyptus requires minimal forest management, yields more fiber per hectare and has a shorter growth cycle and greater wood density than pine, resulting in a greater amount of pulp production per hectare.

As of December 31, 2015, we had 18 nurseries in Chile, Argentina, Brazil and Uruguay, in which we grow seedlings using seeds and cuttings from genetically selected trees. To achieve higher quality trees and an increased growth rate, we apply strict selection criteria to the trees from which seedlings are produced. We then plant the seedlings manually. Depending upon the species of tree to be planted and the nutrient and physical characteristics of the soil, we may also undertake a certain amount of ground preparation before planting. Our other principal forest activities are thinning, pruning and harvesting.

Thinning, or culling inferior trees from the plantation, occurs when commercially necessary. Thinned trees are used in pulp production or, depending on the quality of the particular land, as sawlogs. Commercial thinning occurs when trees are eight to 14 years old and results in an average reduction of the number of trees per hectare from the original stocking of 1,250 and 1,600, depending on the productivity of the land, to 700 in the first thinning (8-9 years) and to approximately 450 in the second thinning (12-14 years).

This high level of thinning benefits Arauco for the following reasons:

 

   

the cost of planting is relatively low,

 

   

the higher number of young trees provide each other with natural protection from the elements, and

 

   

the high degree of selection that thinning makes possible leaves only the highest quality trees to be harvested.

Pruning involves removing branches, the source of knots, which are the main defect in sawn timber. Pruning results in a high-quality clear wood saw log of 5.3 meters from each tree, and is conducted three times:

 

   

when trees are five to seven years old,

 

   

one year later, when trees are six to eight years old, and

 

   

one year later, when trees are seven to nine years old.

Our eucalyptus plantations are neither thinned nor pruned.

Harvesting timber involves felling trees, removing branches from the logs, cutting the logs into appropriate sections and loading the logs onto trucks for transport to sawmills, panel mills or pulp mills. We use the lower section of the radiata pine, comprising the first 7 to 12 meters, in sawmills and plywood mills. We use the mid-section of the radiata pine, comprising, on average, the next 8 to 13 meters, in either sawmills or pulp mills, depending on the diameter and quality of the pine. We use the top section of the tree for pulp, MDF and medium-density particleboard, or MDP, production.

We monitor product demand and our current inventory levels, and we match harvests from sections of our plantations that will provide the optimal yield given our product requirements. This process involves the use of sophisticated research models and close communication between our different operating areas to ensure that the correct amounts of timber of the required characteristics are supplied. We replant as soon as practicable after harvesting, with an average period between harvesting and replanting of one year.

The following table illustrates, on a hectare basis, the extent of our thinning, pruning and harvesting activities in Chile during the periods indicated.

 

     2013      2014      2015  
     (in hectares)  

Thinning

     13,156         12,574         14,003   

Pruning

     26,086         28,195         31,292   

Harvesting

     35,852         35,653         33,266   

 

27


Table of Contents

We manage our forest activities, but we hire independent contractors to perform the bulk of our operations, including planting, maintenance, thinning, pruning, harvesting, transportation and access road construction. As of December 31, 2015, we had arrangements with more than 273 independent contractors that employed over 12,307 workers in Chile. Many of these contractors have long-standing relationships with us, but we award the majority of contracts based on competitive bids. We believe that our arrangements with independent contractors provide greater flexibility and efficiency than performing these activities directly.

Our plantations are interspersed with native forest and farmland, and, as a result, they are naturally protected against the spread of certain diseases. In addition, our subsidiary Investigaciones Forestales Bioforest S.A., or Bioforest, has developed strategies to protect our forests from pests and diseases. During the last five years, radiata pine plantations in Chile have been affected by two health problems in particular: 1) the sirex noctilio, a wasp which attacks stressed trees, has caused a natural selection for thinning and 2) the disease produced by phytophthora pinifolia has reduced the growth rate of certain trees. To mitigate the effects of the sirex noctilio, Bioforest has implemented a biological control program under which it has released into the affected forests natural enemies of the sirex noctilio, including the nematode, the beddingia siricidicola and the parasitoid ibalia leucospoide. To control the spread of phytophthora pinifolia, Bioforest has begun a genetic program to make our trees more tolerant to this disease and has also begun dispersing in our forests a fertilizer that further promotes resistance. For more information regarding certain risks to our forests presented by disease, see “Item 3. Key Information—Risk Factors—Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our business, financial condition, results of operation and cash flows.”

We operate an extensive fire control organization that interacts with the fire control organizations of other forestry companies to ensure that any fire damage to our forests is minimal. The operation consists primarily of a system of spotter towers, manned 24 hours a day during the summer months, from which spotters report the direction of any fire observed to a central command post, where the fire’s exact location is determined and an appropriate ground and/or aerial response is formulated. The focus of this operation is to detect and control fires in less than 10 minutes in order to prevent fires from spreading. Over the last five years, this system has limited fire damage to our forests to an average of 5,788 hectares of the plantations per year. Nevertheless, beginning on December 31, 2011, wildfires, exacerbated by high temperatures and strong winds, broke out in the Eighth Region of Chile. As a result, the fires destroyed our Nueva Aldea plywood mill and approximately 8,200 hectares of our forest plantations. The affected forest plantations represented approximately 0.8% of our total forest plantations.

During the end of 2015 and during the first quarter of 2016, fires that affected our forest plantations destroyed 618 hectares. See “Item 3. Key Information — Risk Factors — Risks Relating to US and the Forestry Industry — Disease or fire could affect our forests and manufacturing processes and, in turn, adversely affect our business financial conditions, results of operations and cash flows.”

Forest Production

We harvested 22.5 million cubic meters of logs during the year ended December 31, 2015, consisting of 10.1 million cubic meters of sawlogs, 6.7 million cubic meters of pine pulplogs and 5.7 million cubic meters of eucalyptus pulplogs and other logs. We did not export any pulplogs during 2015 because substantially all of the pulplogs from our forests were used in our pulp or panel mills. During 2015, our sawmills and panel mills used 7.4 million cubic meters of sawlogs. We also sold 1.8 million cubic meters of sawlogs to unaffiliated domestic sawmills during 2015.

A log merchandising facility located at the same site as our Horcones I and Horcones II sawmills optimizes, cuts and classifies wood destined for our plywood facility, sawmills or pulp mills with an annual processing capacity of 1.7 million cubic meters of logs per year. The Nueva Aldea complex also includes a log merchandising facility, with an annual processing capacity of 2.6 million cubic meters of logs per year.

Pulp

We believe that we were Chile’s largest producer of bleached and unbleached softwood market pulp in terms of production in 2015. For the year ended December 31, 2015, pulp sales were U.S.$2.2 billion, representing 43.6% of our total revenue for the period.

Pulp obtained from wood fibers is mainly used in the manufacture of printing and writing paper, hygienic and sanitary paper, board and packaging. Whether a specific kind of pulp is suitable for a particular end use depends not only on the type of wood but also on the process used to transform the wood into pulp. Pulp made from softwoods, such as radiata pine, has long fibers and is used to provide strength to paper products. Hardwood bleached pulp is used primarily for printing and writing papers and for tissue. Unbleached pulp is used primarily for linerboard (a packaging material). Pulp made from hardwoods, such as eucalyptus, has short fibers and is used in combination with long fiber in manufacturing paper products.

We use a chemical process, known as the kraft process, in our pulp mills in Chile, Argentina, and Uruguay. The raw wood is in the form of pulplogs and chips, which are used in the production process to produce pulp. The pulplogs are first debarked and chipped. The chips are then screened, mixed and cooked with chemicals to separate the bulk of the lignin from the wood fibers. After the material is screened and washed, it is then passed to high-density tanks. For bleached pulp, the next step is a five-stage bleaching process using chemicals, primarily chlorine dioxide. At all of our pulp mills, the bleaching process is preceded by an oxygen delignification stage. Then, the fibers are subject to a final stage where a sheet is formed and subsequently dried and baled for transport to customers. The lignin and bark produced during this process is used as fuel in the boilers to produce steam, providing heat and generating electricity for the mill. Our bleached pulp is bleached to a 90+ brightness level, as measured by the ISO test procedure, which is one of the industry’s measurement methods.

 

28


Table of Contents

Pulp Mills

As of December 31, 2015, we owned and operated five pulp mills in Chile, one in Argentina, and jointly owned and operated one in Uruguay with Stora Enso, with an aggregate installed annual production capacity of approximately 3.9 million tonnes. This figure includes 50% of our Montes del Plata joint operation. Our six pulp mills, together with the 50% volume we include from our interest in the Montes del Plata mill, produced 3.1 million tonnes of bleached pulp and 0.5 million tonnes of unbleached pulp in 2015.

All of our pulp mills in Chile are certified under ISO 9001, ISO 14001 and under standard Chain of Custody FSC® and CERTFOR (PEFC Homolgated). The Puerto Esperanza Pulp Mill in Argentina is certified under ISO 9001, ISO 14001, OHSAS 18001 and Chain of Custody FSC®. The following list sets forth the codes of license COC FSC® for each pulp mill:

 

   

Arauco Pulp Mill: FSC-C006552

 

   

Licancel Pulp Mill: FSC-C109896

 

   

Constitución Pulp Mill: FSC-C109895

 

   

Nueva Aldea Pulp Mill: FSC-C011929

 

   

Valdivia Pulp Mill: FSC-C005084

 

   

Puerto Esperanza Pulp Mill: FSC-C121377

 

   

Celulosa y Energía Punta Pereira (Montes del Plata) Pulp Mill: FSC-C116413

The following table sets out bleached and unbleached kraft pulp production by plant for each of the years indicated.

 

     Year ended December 31,  
     2011      2012      2013      2014      2015  
     (in thousands of tonnes)  

Chile

              

Arauco Mill (bleached)

              

Arauco I

     279         282         284         269         268   

Arauco II

     469         505         510         483         474   

Valdivia Mill (bleached)

     513         550         550         550         549   

Constitución Mill (unbleached)

     324         307         311         310         303   

Nueva Aldea Mill (bleached)

     793         882         944         985         934   

Nueva Aldea Mill (unbleached)

     —          —          3         —          —    

Licancel Mill (bleached)

     50         —          —          —          —    

Licancel Mill (unbleached)(1)

     83         137         147         150         152   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     2,511         2,663         2,749         2,747         2,681   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Argentina

              

Alto Paraná Mill (bleached)

     305         307         331         282         314   

Uruguay

              

Montes del Plata (50%)

              240         608   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,816         2,970         3,080         3,269         3,603   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) During 2011, the Licancel Mill produced unbleached pulp for a seven-month period. During 2012, 2013, 2014 and 2015, the Licancel Mill produced unbleached pulp for the entire period.

The following is a description of each of our pulp mills in Chile, Argentina and Uruguay.

Chile

Arauco I. Arauco I, which began operations in 1972, is located at the Arauco Mill in the heart of a group of our radiata pine plantations in the Eighth Region of Chile. Arauco I produces elementary chlorine-free pulp, which does not use chlorine gas. Elementary chlorine-free pulp is also produced by most of our competitors in each of the world’s major pulp producing regions. The installed annual production capacity of Arauco I is approximately 290,000 tonnes of eucalyptus and pine bleached kraft pulp.

Arauco II. Also located at the Arauco Mill, Arauco II was completed in 1991. Arauco II’s pulping process is generally the same as that of Arauco I, but it includes technological improvements in its production process and environmental design. Arauco II is also equipped to produce elementary chlorine-free pulp. The installed annual production capacity of Arauco II is approximately 510,000 tonnes of pine bleached kraft pulp.

 

29


Table of Contents

As a consequence of the earthquake that occurred in Chile on February 27, 2010, the operations of Arauco II were temporarily suspended until February 2, 2011, when it resumed its operations.

Constitución Mill. The Constitución Mill is located in the heart of a group of our radiata pine forests in the Seventh Region of Chile. As of December 31, 2015, the Constitución Mill was the largest unbleached softwood market pulp mill in the world, with an installed annual production capacity of approximately 355,000 tonnes. The unbleached pulp produced in this mill does not use any chlorine in its production process.

Licancel Mill. We acquired the Licancel Mill in September 1999. It is located in Licantén, which is 250 kilometers south of Santiago. The mill has an installed annual production capacity of approximately 155,000 tonnes of eucalyptus kraft pulp and pine bleached and unbleached kraft pulp. The Licancel Mill is equipped to produce elementary chlorine-free pulp.

Valdivia Mill. The Valdivia Mill commenced operations in February 2004. The Valdivia Mill is located in the Fourteenth Region of Chile (which was previously part of the Tenth Region of Chile), an area with significant radiata pine and eucalyptus plantations. The Valdivia Mill has an installed potential annual production capacity of approximately 550,000 tonnes of bleached pulp, consisting of softwood pulp and eucalyptus pulp. The Valdivia Mill is equipped to produce elementary chlorine-free pulp.

In February 2015, the Environmental Assessment Service (SEA) unanimously approved the Environmental Impact Statement submitted by Arauco in order to move forward with the dissolving pulp project being developed at Valdivia Pulp Mill. This initiative, which requires a U.S.$185 million investment, will allow Arauco to be the first company in Chile to produce this type of pulp, in addition to creating a value added product and diversifying its supply to the market. Dissolving pulp is mainly used in the manufacture of viscose, which is known for its softness, shine, purity and high water absorption, making it suitable for use in the production of fabric medical items and personal care items, specifically clothing. Unlike synthetic fibers that are mostly produced from oil based sources, dissolving pulp is natural and renewable. In addition, this project will increase the facility’s power generation by 15 MW in comparison with the power generation during bleached hardwood kraft pulp campaign. The construction and operation of this project is subject to many environmental, regulatory, engineering and political uncertainties. As a result, we cannot provide any assurances that the project will be completed.

Nueva Aldea Mill. Located in the Eighth Region of Chile, this mill was completed in 2006 and currently has a production capacity of 1,027,000 tonnes per year, half of which is for the production of pine bleached kraft pulp and the other half of which is for the production of eucalyptus bleached kraft pulp. The Nueva Aldea Mill is equipped to produce elementary chlorine-free pulp.

Argentina

Arauco Argentina’s softwood pulp mill is located in the Province of Misiones, a region whose soil and climate are favorable for the rapid growth of pine trees. The Alto Paraná Mill is the only bleached softwood kraft market pulp facility in Argentina. The mill has an installed annual production capacity of 350,000 tonnes of pulp, consisting of fluff pulp and bleached softwood pulp for paper use, currently representing almost all of the total bleached softwood pulp production capacity in Argentina.

 

30


Table of Contents

Uruguay

Montes del Plata. In January 2011, we and Stora Enso agreed to commence construction of a new pulp mill with an annual capacity of approximately 1.3 million air-dry tonnes, or Adt, a port and a power generation facility based on renewable resources, all located in Punta Pereira, department of Colonia, Uruguay. The total investment was approximately U.S.$2.5 billion. After securing the necessary permits, we began construction in May 2011. In September 2011, two of our Uruguayan joint operation companies entered into two credit facilities, respectively, to finance the construction of the project. For more information regarding these credit facilities, see “Item 3. Key Information—Risk Factors—Risks Relating to Uruguay—Economic conditions in Uruguay may have a direct impact on our financial condition and results of operations.”

The Montes del Plata mill began operations on June 6, 2014 and the mill produced 1.2 million tonnes of bleached pulp in 2015.

On June 4, 2014, the environmental authorities of Uruguay (MVOTMA) approved an annual production capacity of the Montes del Plata mill of 1.5 million Adt per year.

Production Costs

Based on information published by Hawkins Wright, our cash costs for softwood pulp production are lower than the average costs of market pulp producers in Canada, the United States and Scandinavia, particularly with respect to transportation, which enables our costs to be lower than the average costs of our Northern Hemisphere competitors, on a total delivered cost basis. The following table compares our costs for the production of bleached softwood kraft market pulp to the average cost of market pulp producers in selected regions in the Northern Hemisphere.

 

     Bleached Softwood Kraft Pulp Producers’ Cost  
     Arauco(1)(4)      British
Columbia
Coast
     West
Canada
Interior
     United
States(4)
     Sweden(4)      Finland(4)  
     (in U.S.$ per tonne)  

Wood

     199         204         187         189         255         278   

Chemicals

     58         53         54         68         49         44   

Labor and Others(2)

     108         181         174         188         99         87   

Total cash cost

     365         438         415         445         403         409   

Transportation(3)

     36         67         101         69         64         71   

Marketing and Sales

     4         7         11         11         6         8   

Total delivered cost

     405         512         528         525         473         488   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Source: Hawkins Wright. The Outlook for Paper Grade Pulp Demand, Supply, Costs and Prices, December 2015.

(1) For comparative purposes, includes only Arauco’s operations in Chile.
(2) Includes labor, energy, maintenance costs, and other mill costs.
(3) Delivered in China.
(4) Hawkins Wright and Arauco take into account a byproduct credit, which is not included in the total delivered cost shown in the table above.

Sales

Total shipments of bleached kraft market pulp in the global market during the year ended December 31, 2015 equaled 3.1 million tonnes. Based on information published by Pulp and Paper Production Council, we believe that our production represented 5.6% of this market in 2015. During the year ended December 31, 2015, we exported 89.9% of our bleached pulp, principally to customers in Asia and Western Europe.

Integrated manufacturers dominate the world production of unbleached softwood pulp, as opposed to non-integrated companies that sell market pulp, like us. “Market pulp” is pulp sold to manufacturers of paper products, as opposed to pulp produced by an integrated paper producer for use in its paper production facilities. With a total world production of unbleached softwood kraft pulp of 1.85 million tonnes for 2015, according to Pulp and Paper Production Council, we are the world’s largest single producer of unbleached softwood market pulp, based on sales, with 24.2% of the total market in 2015. During the year ended December 31, 2015, 97.1% of our total unbleached market pulp sales consisted of export sales. While for the last five years Asia has been our principal export market for unbleached market pulp, we continually seek niche markets for our products in Western Europe and the United States.

 

31


Table of Contents

The following table sets forth, by region, the sales volumes of bleached and unbleached pulp for the years indicated.

 

     For the Year Ended December 31,  
     2013      2014      2015  
     (in tonnes)  

Bleached Pulp

        

Asia and Oceania

     1,623,377         1,874,346         2,003,058   

Europe

     609,825         527,839         603,593   

North and South America

     356,538         416,539         435,287   

Other

     8,379         9,077         35,999   
  

 

 

    

 

 

    

 

 

 

Total

     2,598,119         2,827,801         3,077,937   
  

 

 

    

 

 

    

 

 

 

Unbleached Pulp

        

Asia and Oceania

     382,390         332,964         325,394   

North and South America

     80,518         100,352         116,613   

Europe

     12,149         11,270         6,795   

Other

     6,799         6,920         10,756   
  

 

 

    

 

 

    

 

 

 

Total

     481,856         451,505         459,558   
  

 

 

    

 

 

    

 

 

 

While there are many grades and varieties, pulp is a commodity that is marketed primarily based on price and service. In marketing our pulp, we seek to establish long-term relationships with non-integrated end users of pulp by providing a competitively priced, high-quality, consistent product and excellent service. The quality of our pulp derives from the high standards of production that we maintain at our mills and our use of a single species of tree, in contrast to pulp producers in some of the world’s major softwood pulp producing regions that mix different species, depending on availability and seasonality. Our bleached pulp is marketed under the brand names “Arauco” and “Arauco Argentina” and our unbleached pulp is marketed under the brand name “Celco.” The 50% share of the pulp produced from Montes del Plata is marketed under the brand name “Arauco.”

Prices for bleached kraft market pulp produced from radiata pine and eucalyptus normally fluctuate depending on prevailing world prices, which historically have been cyclical. The fluctuations generally depend on worldwide demand, world production capacity, business strategies adopted by major forestry, pulp and paper producers, the availability of substitutes and the relative strength of the U.S. dollar. See “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Conditions, Results of Operations and Cash Flows—Overview” and “—Pulp Prices” and “Item 3. Risk Factors-Risks Relating to Us and the Forestry Industry-Fluctuations in market price for our products could adversely affect our financial condition, results of operations and cash flows.”

The following table sets forth our average bleached and unbleached pine pulp prices per tonne at the indicated dates, for the years referenced.

 

     2013      2014      2015  
     (U.S.$ per tonne)  

Bleached Pulp

        

March 31

     656         690         644   

June 30

     663         670         643   

September 30

     648         668         652   

December 31

     698         644         610   

Unbleached Pulp

        

March 31

     617         704         619   

June 30

     628         705         600   

September 30

     659         678         628   

December 31

     733         664         621   

In accordance with customary pulp market practice, we do not have long-term sales contracts with our customers (except for in a few limited cases); rather, we maintain long-standing relationships with our customers with whom we periodically reach agreements on specific volumes and prices. We have a diversified customer base located throughout the world and totaling, as of December 31, 2015, more than 270 customers. As of December 31, 2015, we employed 15 sales agents to represent us in more than 45 countries. We manage this worldwide sales network from our headquarters in Chile.

 

32


Table of Contents

Panels

Our panel products consist of plywood and fiberboard panels. For the year ended December 31, 2015, sales of panels were equal to U.S.$1.8 billion, representing 35.7% of our total revenues.

Exports, which include sales to countries other than the countries in which the goods are produced, accounted for 27.4% of our total revenues of panels for the year ended December 31, 2015. We sell panels primarily to customers in North America, Brazil, Chile, Argentina and other countries in Latin America.

The following table sets forth, by category, our panel sales to unaffiliated third parties for each of the years indicated.

 

     Year ended December 31,  
     2011      2012      2013      2014      2015  
     (in thousands of cubic meters)  

Total Panels

     3,222         3,555         5,163         5,284         5,509   

As of December 31, 2015, we owned and operated four panel mills in Chile, two in Argentina, two in Brazil, six in the United States and two in Canada, with an aggregate installed annual production capacity of approximately 6.6 million cubic meters. Two acquisitions, in particular, expanded our North American manufacturing presence. In December 2011, Arauco Panels USA, one of our U.S. subsidiaries, entered into an asset purchase agreement to acquire an industrial facility in Moncure, North Carolina for U.S.$56 million plus approximately U.S.$6 million in working capital. In June 2012, we entered into a share purchase agreement to acquire five panel mills in the United States, one of which was located in Albany, Oregon; two in Bennettsville, South Carolina; one in Eugene, Oregon; and one in Malvern, Arkansas and two panel mills in Canada, located in St. Stephen, New Brunswick and Sault Ste. Marie, Ontario for a total purchase price of U.S.$242.5 million.

Our panel mills in Chile are certified under standard Chain of Custody FSC® (License Code FSC-C119538), which includes two panel mills and two plywood mills. Additionally, all of our panel mills in Chile, with the exception of our Teno Mill, are certified under CERTFOR (PEFC homologated).

In North America, all of our panel mills are certified under the Chain of Custody FSC® standard (License Code FSC-C019364) and our composite panel mills are also certified under the ISO 14001/ OHSAS 18001 standard.

Our Zárate Mill in Argentina is certified under the Chain of Custody FSC® standard (License Code FSC-C119529). All of our mills in Argentina are certified under the Environmental Management System ISO 14001 standard, as well as under the Occupational Health and Safety Assessment Series (OHSAS) 18001 standard.

Our panel mills in Brazil are certified under the Chain of Custody FSC® standard (License Code FSC-C010928 and FSC-C118530), the Environmental Management System ISO 14011 standard and the Occupational Health and Safety Assessment Series (OHSAS) 18001 standard.

The following is a description of each of our panel mills:

Chile

Arauco Mill. This mill has an installed annual production capacity of approximately 350,000 cubic meters of plywood panels. It has two production lines with respective production capacities of 140,000 and 210,000 cubic meters.

Nueva Aldea Mill. This mill was constructed on the same site as the original mill, which was destroyed as a result of the wildfires that commenced on December 31, 2011 in the Bio-Bio Region of Chile. The production of the first plywood panel marked the start-up of the new Nueva Aldea plywood mill on December 18, 2013. It has an annual production capacity of 360,000 cubic meters of plywood panels.

Teno Mill. This mill, which began production on July 4, 2012, has an installed annual production capacity of 300,000 cubic meters of PBO and 240,000 cubic meters of melamine laminate panels. The complex has a continuous PBO panel production line, two laminated panel production lines and one impregnation line.

Trupán-Cholguán Mill. This mill has an installed annual production capacity of approximately 575,000 cubic meters of panels and 35,000 cubic meters of melamine panels. It has three production lines, one of which produces HB with an annual capacity of 60,000 cubic meters and the other two of which produce MDF with an annual production capacity of 165,000 and 350,000 cubic meters, respectively.

 

33


Table of Contents

Argentina

Piray Mill. This mill has an installed annual production capacity of approximately 300,000 cubic meters of MDF panels and 120,000 cubic meters of melamine lamination.

Zárate Mill. This mill has an installed annual production capacity of approximately 260,000 cubic meters of PBO panels and 220,000 cubic meters of melamine lamination, in addition to producing PBO.

Brazil

Jaguariaiva Mill. This mill produces MDF and has an installed annual production capacity of approximately 815,000 cubic meters of MDF panels and 540,000 cubic meters of melamine lamination. In April 2011, a project to expand the Jaguariaiva mill was approved. In May 2013, the second production line was started with an estimated annual installed capacity of 500,000 cubic meters of MDF boards per year. In the same month, a decorative paper impregnation line and a melamine lamination press were built.

Pien Mill. This mill has an installed annual production capacity of approximately 750,000 cubic meters of panels distributed among two production lines with a production capacity of 440,000 cubic meters of MDF boards, 310,000 cubic meters of PBO and 150,000 cubic meters of melamine lamination.

United States

Duraflake Mill. This mill has an installed annual production capacity of approximately 442,000 cubic meters of PBO and 132,000 cubic meters of melamine lamination.

Bennettsville Mill. This mill located in South Carolina has an installed annual production capacity of approximately 251,000 cubic meters of MDF.

Eugene Mill. This mill located in Oregon has an installed annual production capacity of approximately 154,000 cubic meters of MDF.

Malvern Mill. This mill located in Arkansas has an installed annual production capacity of approximately 310,000 cubic meters of MDF.

Carolina Mill. This mill located in South Carolina has an installed annual production capacity of approximately 496,000 cubic meters of PBO and 132,000 cubic meters of melamine lamination. A new production line, Scheduled to be completed in the fourth quarter of 2016, is expected to increase the mill’s PBO production capacity by 90,000 cubic meters and melamine capacity by 120,000 cubic meters.

Moncure Mill. This facility located in North Carolina includes an MDF production line with an annual production capacity of 285,000 cubic meters, a PBO production line with an annual production capacity of 262,000 cubic meters and two melamine lamination production lines with a combined annual production capacity of 150,000 cubic meters.

Canada

Sault Ste. Marie Mill. This mill located in Ontario has an installed annual production capacity of approximately 310,000 cubic meters of MDF and 115,000 cubic meters of melamine lamination.

St. Stephen Mill. This mill located in New Brunswick has an installed annual production capacity of approximately 376,000 cubic meters of panels distributed between two production lines with a production capacity of 216,000 cubic meters of PBO and 160,000 cubic meters of thin HDF, in addition to a melamine lamination capacity of 255,000 cubic meters, paint/print and décor paper lines and with an on-site resin facility.

Wood Products

Our wood products consist of sawn timber (green, kiln-dried lumber and flitches) and remanufactured wood products. For the year ended December 31, 2015, revenue from sales of wood products was U.S.$785.9 million, representing 15.3% of our total revenues for the period.

 

34


Table of Contents

The following table sets forth, by category, our wood product sales to unaffiliated third parties for each of the periods indicated:

 

     Year ended December 31,  
     2011      2012      2013      2014      2015  
     (in thousands of cubic meters)  

Sawn timber

     2,181         2,009         2,284         2,361         2,079   

Remanufactured wood products

     363         413         411         429         419   

As of December 31, 2015, we had nine sawmills in operation, eight in Chile and one in Argentina, with an aggregate installed annual production capacity of approximately 3.0 million cubic meters of lumber. We operate our sawmills in coordination with our forestry and sales operations, since our sawn timber is generally produced in accordance with customer specifications. All of our sawmills are located near our pine plantations. As of December 31, 2015, we also owned five remanufacturing facilities—four in Chile and one in Argentina—that reprocess sawn timber into remanufactured wood products, such as moldings, jams and pre-cut pieces that end users require for doors, furniture and door and window frames. These facilities produced 435,026 cubic meters of remanufactured wood products in 2015.

On July 1, 2012, we commenced the process of insourcing the operation of 13 sawn timber industrial facilities in Chile, which had previously been managed by third-party companies. As a result, we incorporated 2,900 people into our workforce in that same year.

In Chile, our eight sawmills and remanufacturing facilities are certified under the Chain of Custody FSC® standard (License Code FSC-C119538), as well as under CERTFOR (PEFC homologated).

The following is a brief description of our sawmills and remanufacturing facilities and their production capacity, as of December 31, 2015.

Chile

Cholguán Sawmill and Remanufacturing Facilities. This sawmill has installed annual production capacity of approximately 319,000 cubic meters of lumber, as well as drying kiln facilities with installed annual production capacity of approximately 202,000 cubic meters and two remanufacturing facilities with installed annual production capacity of approximately 92,000 cubic meters of remanufactured wood products. The Cholguán sawmill also has a special facility for making laminating beams with installed annual production capacity of approximately 12,500 cubic meters.

Colorado Sawmill. This sawmill has installed annual production capacity of approximately 274,000 cubic meters of lumber and produces “green” sawn timber (or sawn timber that is not kiln dried) for the Chilean, Japanese and Middle Eastern markets. It also has drying facilities with installed annual production capacity of approximately 132,000 cubic meters.

El Cruce Sawmill. This sawmill has installed annual production capacity of approximately 117,000 cubic meters of lumber.

Horcones I Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 397,000 cubic meters of lumber. It also has drying kilns with installed annual production capacity of approximately 297,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 130,000 cubic meters of remanufactured wood products.

Horcones II Sawmill. The annual production capacity of this mill is approximately 249,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 141,000 cubic meters.

Nueva Aldea Sawmill. This mill has installed annual production capacity of approximately 423,000 cubic meters of sawn timber and is equipped with drying kilns with installed annual production capacity of approximately 282,000 cubic meters.

Valdivia Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 443,000 cubic meters of lumber. It also has drying facilities with installed annual production capacity of approximately 283,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 85,000 cubic meters of remanufactured wood products.

Viñales Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 382,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 277,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 101,000 cubic meters of remanufactured wood products.

 

35


Table of Contents

Argentina

Piray Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 344,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 334,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 67,000 cubic meters of remanufactured wood products.

 

36


Table of Contents

Forestry Products

Our forestry products are sawlogs, pulplogs, posts and chips. As a result of our forest management policies and the increasing maturity of our plantations, our plantations are yielding increasing volumes of forestry products, particularly clear wood. As the volume of clear wood has grown, we have broadened our range of forestry products. For the year ended December 31, 2015, sales of forestry products were U.S.$109.2 million, representing 2.1% of our revenues for such year.

The following table sets forth, by category, forestry product sales to unaffiliated third parties for each of the years indicated.

 

     Year ended December 31,  
     2011      2012      2013      2014      2015  
     (in thousands of cubic meters)  

Sawlogs

     2,123         2,250         2,149         2,262         1,793   

Pulplogs

     443         274         546         499         591   

Posts

     24         22         13         2         0   

Chips

     398         365         305         303         278   

Sustainable Development

We utilize renewable fuels such as forest biomass sub-products in power plants that cogenerate the steam and electricity required for our manufacturing operations, thus contributing to reducing greenhouse emissions. Biomass co-generation allows for a high thermal efficiency, approaching 80% in some cases. In addition to meeting our own energy needs, we generate a significant amount of surplus power, which we deliver to the Sistema Interconectado Central (Chilean power grid, or SIC), which distributes electrical power throughout the Central and Southern Regions of Chile. In Uruguay, biomass sub-products from our Montes del Plata Mill also cogenerate the steam and electricity to meet our energy needs, and surplus power is delivered to the Uruguayan power grid.

As of December 31, 2015, we had registered five co-generation power plants in Chile as greenhouse emission reduction project activities under the Clean Development Mechanism (CDM) of the Kyoto Protocol. Three of them were registered during 2006, Trupán, Nueva Aldea (first phase) and Nueva Aldea (second phase); a fourth one was registered in 2009, the Valdivia biomass power plant; and the fifth one was registered in January 2011, the Horcones power plant expansion project. Each of these power plants generates electricity through forestry biomass (forestry and wood industrial sub-products, including the woodpulp by-product called “black liquor”), which is a renewable carbon-neutral fuel that allows the facilities to decrease their reliance on fossil-fuel intensive grid electricity.

Arauco was the first Chilean forestry company to issue Certificates of Emission Reductions (CERs or carbon credits) through the CDM of the Kyoto Protocol in Chile. As of December 31, 2015, we had issued a total of 3.5 million CERs with our CDM projects. As of the date of this annual report we have sold 1.1 million CERs, mainly to European companies subject to compliance obligations under the European Trading Scheme (ETS). The following table presents the total amount of CERs issued and sold by Arauco for each of the years indicated:

 

     Year ended December 31  
     2007-2011      2012      2013      2014      2015  

CERs issued (net of the commission paid to United Nations Framework Convention on Climate Change, or UNFCCC)

     1,070,787         632,197         488,475         403,317         827,971   

CERs sold or donated

     1,070,787         3,030         —           42,567         1,375   

In 2015, Arauco entered into a long-term sale agreement with Vattenfall Energy Trading Netherlands N.V. pursuant to which Arauco agreed to sell all of its CERs generated between 2013 and 2020 to Vattenfall. This agreement is expected to ensure the sale of our carbon credits in the European compliance market, which is the largest carbon credit market currently in operation.

The Viñales biomass power plant, which began operations on May 17, 2012, reached its maximum production capacity on August 29, 2012. The power plant is located alongside the Viñales sawmill, in Chile’s Seventh Region. The plant includes a biomass-fueled power boiler with capacity to produce 210 tonnes of steam per hour and a 41 Megawatt extraction-condensing turbo generator. This power plant was also developed as an emission reduction project initiative by Arauco. On January 27, 2013, the Viñales emission reduction project activity was successfully registered as a greenhouse gas emission reduction project activity under the voluntary carbon standard: Verified Carbon Standard (VCS). It is expected that this project will issue its first verified emission reductions (VERs) in the first half of 2016.

 

37


Table of Contents

During January 2013, the biomass cogeneration power plant located in the Montes del Plata pulp mill facility in Uruguay was successfully registered as a CDM project activity. This was the eleventh CDM project registered in Uruguay. This project activity is expected to generate an average of 124,000 CERs per year, during its first 7-year crediting period.

Competition

We experience substantial worldwide competition in each of our geographical markets and in each of our product lines.

Pulp

In general, our competitors in the pulp market vary depending on the geographical region and variety of pulp involved. CMPC Celulosa S.A., or CMPC and Fibria Cellulose S.A., or Fibria, are our main competitors in most geographical regions. While Fibria produces hardwood pulp only, CMPC produces both softwood and hardwood pulp. In Asia, we also face competition from Canadian, Brazilian, Russian and Indonesian producers. In Europe, we face competition from Brazilian, Scandinavian and U.S. producers. Our main competitors with respect to unbleached softwood pulp are from Canada and Russia.

Panels

Arauco’s principal competitors in the plywood markets are located in the United States, Finland, Chile and China. We mainly compete with CMPC, Eagon, Roseburg, Georgia-Pacific, and UPM, among others.

Arauco’s main competitors in the MDF market are: in Latin America, Duratex S.A., Masisa S.A., Berneck, and other large South American producers; in North America, local producers such as Roseburg Forest Products Co.; in Asia, producers from Malaysia and China; and in the Middle East, European producers.

For sales of PBO, in the Latin American market we compete with Duratex S.A., Masisa S.A., Berneck S.A. and Fibraplac S.A. In North America, we mainly compete with Roseburg Forest Products Co., Temple-Inland Inc., Kaycan Ltd. and Sonae Indústria, SGPS, SA.

Wood Products

For remanufactured wood products, our main competitors are located in Chile, Brazil and the United States. For sawn timber, our main competitors are located in Europe, New Zealand, Canada and Chile. We believe that our operating efficiencies, competitive logistics costs, ability to serve customers with multiple specifications, geographical presence in 38 countries and the versatility of our radiata and taeda pine allow us to compete effectively in the world market for wood products.

Transportation, Storage and Distribution

To remain competitive worldwide, we ship our products to various distribution centers around the world from which final delivery to the customer is made.

The following are the principal Chilean ports that we use, each of which is operational as of the date of this annual report:

 

   

Coronel. A private port located between Concepción and the Arauco Mill, which we built as a member of a consortium with five other companies and in which we have an equity interest of 50%. We shipped 51.0% of our aggregate export volume through this port in 2015;

 

   

Lirquén. A private port in Concepción in which we have an equity interest of 20.2% and through which we shipped 24.1% of our aggregate export volume during 2015; and

 

   

San Vicente. A state-owned port near the city of Concepción through which we shipped 24.9% of our aggregate export volume during 2015.

The closest ports to our Chilean mills are located as follows: approximately 60 kilometers from the Arauco Mill, 310 kilometers from the Constitución Mill, 370 kilometers from the Licancel Mill, 70 kilometers from the Nueva Aldea Mill and 430 kilometers from the Valdivia Mill. We do not own pulp storage warehouses at any of these ports.

 

38


Table of Contents

We ship pulp to various ports in Europe, North and South America and Asia and, as is customary in the pulp industry, we store some stock in those ports. We use 12 foreign ports that have warehouse facilities available, and standard storage terms provide that we are entitled to a certain period of storage free of charge. We seek to ensure that we do not exceed the free storage period for each shipment. As of December 31, 2015, we had approximately 95,350 Adt of pulp in storage in warehouses at foreign ports.

We believe that our shipping costs are comparable to those of our international competitors, notwithstanding Chile’s greater distance from Europe, because of the proximity of our plantations and mills to the Pacific coast and the economies of scale we achieve through the volume of our exports.

In Argentina, timely and competitively priced delivery of finished products to our customers is an important factor in our ability to compete effectively, and we ship most orders either by truck or railway almost immediately after they are produced.

In Brazil, our efficient distribution system, which delivers finished products to more than 870 customers in over 350 cities, many of which are separated by long distances, is a key component to our competitiveness.

In North America, products sourced from our South American operations are shipped into 17 major ports of entry and are dispatched to more than 3,500 locations in the United States and Canada. Arauco’s eight composite panel plants in North America service over 580 customers throughout the region, in addition to exporting products to the Caribbean, Central America and the Middle East.

Description of Property

Our principal properties consist of land and production plants and facilities, the majority of which are located in Chile. As of December 31, 2015, we owned 1.1 million hectares of land in Chile, of which 757 thousand hectares were forest plantations, and 563 thousand hectares of land in Argentina, Brazil and Uruguay, of which 323 thousand were forest plantations. In addition, as of December 31, 2015, we owned and operated various plants and facilities, including five pulp mills, four panel mills, eight sawmills and four remanufacturing facilities in Chile; one pulp mill, one sawmill, one MDF mill, one PBO mill, one chemical plant and one sawmill and remanufacturing facility in Argentina; one MDF mill and one MDF-PBO mill in Brazil; two PBO mills, three MDF mills and one MDF-PBO mill in the United States; and one MDF mill and one PBO-MDF mill in Canada. We also own 50% of the shares of a pulp mill in Uruguay. Future expansion plans will depend on global market conditions. For information regarding environmental risks associated with our use of our properties, see “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry.”

Insurance

Consistent with industry practice, we maintain fire insurance coverage for all our Chilean forest holdings and nurseries but do not insure against pests or disease. In Argentina, we maintain fire insurance for 14,652 hectares of timber assets located in the Delta del Paraná, near Buenos Aires and Entre Ríos. For the rest of our Argentine operations, we do not maintain fire insurance for our timber assets because we believe that the risk of damage from fire is low as Argentina receives significant amounts of rainfall, particularly during the summer months. For our forests in Brazil we maintain fire insurance for 26,000 hectares of Novo Oeste’s timber assets located in Mato Grosso do Sul. For the rest of our forests in Brazil, we do not maintain fire insurance because we believe the risk of damage from fire does not justify the costs of carrying insurance.

The forestry insurance for plantations located in Chile is carried by the RSA Group (60%) and Penta Security Compañía de Seguros S.A. (40%). The insurance policies for plantations located in the Delta del Paraná, Argentina, are carried by Sancor Seguros. Our insurance policies for some of our plantations located in Mato Grosso do Sul, Brazil, are carried by Allianz Insurance. Our insurance policies in all the countries where we operate are consistent with industry practice.

We also carry insurance, consistent with industry practice, covering our production plants, facilities and equipment. This insurance provides coverage, in the event of fire, explosion, machinery breakdowns or natural disasters, including earthquakes and tsunamis. Our insurance covers up to U.S.$750 million per loss in Chile, U.S.$300 million per loss in Argentina and U.S.$ 300 million per loss in United States and Canada (for Arauco North America), including physical damage and business interruption for up to 18 months. The deductible for Chile and Argentina for physical damage is U.S.$3 million for damages caused by earthquakes and tsunamis, with a deductible of 2% of the insured amount for each location, subject to a cap of U.S.$25 million. Deductibles for business interruption are 30 days for all losses, 45 days for machinery breakdowns and 60 days for machinery breakdowns of turbines. The deductible for Arauco North America, including physical damage and business interruption is U.S.$2.5 million. We also have an annual self-insurance retention of U.S.$20 million, with a U.S.$10 million maximum per event. All of our insurance policies covering our production plants, facilities and equipment in Chile, Argentina, United States and Canada are carried by the RSA group, Mapfre S.A. and Ace Group.

 

39


Table of Contents

Our MDF and PBO mills in Brazil are insured by Ace Seguros Soluções Corporativas. Our policies cover fire, explosions, implosion, electrical damage, equipment damage and loss of profit, up to a limit of U.S.$160 million. For more information regarding the risks for which we insure our property, see “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry.”

As described in more detail in “Item 3—Key Information—Risk factors Disease of fire could affect our forests and manufacturing processes and, in turn, adversely affect our business, financial conditions, results of operations and cash flows,” our Nueva Aldea complex suffered significant fire related damage to our plywood mill and forests due to wildfires that affected the Eight Region of Chile. Our insurance covered the losses related to our forest plantations. We had a U.S.$1.0 million deductible for property damage and U.S.$1.97 million deductible for business interruption at our Nueva Aldea plywood mill. On December 11, 2012, we and the insurers accepted the final report of the insurance adjusters. In accordance with such final report, as of December 31, 2013, we received a total recovery of U.S.$33 million, net of U.S.$110 million in advance payments that we had already received. With respect to our inventory, which was covered under a different policy, we received during 2013 a total recovery of U.S. $20.8 million.

CAPITAL EXPENDITURES

To utilize our increasing volume of forest production, we have added to, expanded and modernized our processing facilities.

For the year ended December 31, 2013, our aggregate capital expenditures were U.S.$942.6 million, consisting primarily of U.S.$781.2 million for addition of property, plant and equipment and U.S.$161.5 million for the addition of biological assets.

For the year ended December 31, 2014, our aggregate capital expenditures were U.S.$604.2 million, consisting primarily of U.S.$471.2 million for addition of property, plant and equipment and U.S.$133.0 million for the addition of biological assets.

For the year ended December 31, 2015, our aggregate capital expenditures were U.S.$564.8 million, consisting primarily of U.S.$438.7 million for addition of property, plant and equipment and U.S.$126.1 million for the addition of biological assets.

For the year ending December 31, 2016, we have planned capital expenditures of U.S.$ 766.7 million, which principally include U.S.$352.9 million in maintenance of our existing mills, U.S.$116.9 million in expansion and other strategic initiatives, U.S.$ 150.0 million in acquisitions, and U.S.$146.9 million in maintenance and acquisition of biological assets.

GOVERNMENT REGULATION

Environmental Regulation

In each country where we have operations, we are subject to numerous national and local environmental laws, regulations, decrees and municipal ordinances concerning, among other things, health, the handling and disposal of solid and hazardous waste, discharges into the air, soil and water and other environmental impacts. Some of these laws require us to conduct environmental impact studies of future projects or activities (or major modifications thereto). Under these laws, our operations may be subject to specific approvals, consents and regulatory requirements, and emissions and discharges may be required to meet specific standards and limitations. We have made and will continue to make substantial expenditures to comply with such environmental laws, regulations, decrees and ordinances.

Chile

The Chilean legislation to which we are subject includes the Ley Sobre Bases Generales del Medio Ambiente (Chilean Environmental Law) and related regulations. Current environmental institutions include the following public entities: the Ministry of the Environment (aimed at developing national environmental policy), the Service of Environmental Evaluation (in charge of administering the environmental assessment system), the Evaluation Commissions (in charge of evaluating projects and activities within the Environmental Impact Evaluation System), and the Superintendency of Environment (in charge of supervising and auditing environmental compliance).

Under the Chilean Environmental Law, we are required to conduct environmental impact studies or declarations on the environmental impact of any future projects or activities (or their significant modifications) that may affect the environment. These and other regulations also establish procedures for private citizens to object to the plans or studies submitted by project owners.

Governmental agencies may participate in the oversight of the implementation of projects in accordance with their environmental impact studies or declarations of environmental impact. Under the Chilean Environmental Law and other regulations, affected private citizens, public agencies and local authorities can sue to enforce compliance with environmental regulations. Enforcement remedies include temporary or permanent closure of facilities and fines. The Superintendency of Environment has issued numerous resolutions, instructions and requirements to various companies, officials and supervised parties, including our Company.

The operations of the Valdivia Mill recently became subject to the Norm. The Valdivia Mill discharges its treated effluents into the Cruces River, which is part of the Valdivia River Basin. We cannot exclude that the authority declare that the Basin is contaminated and thus initiate an administrative procedure to enact a decontamination plan, which may include limits on discharges of wastewater applicable to the Valdivia Mill.

Arauco expressed concerns, among others, regarding various aspects of the Norm’s General Environmental and Social Impact Assessment (AGIES, for its acronym in Spanish), prior to its enactment. These objections included the lack of identification and consideration for the effective economic and social costs resulting from the adoption of the Norm. Other objections include that the Norm’s parameters and limits exceed the reviewed water quality criteria enforced by reference countries in both quantity and stringency; and that many of the parameters and limits are not technically or environmentally reasonable. The Company challenged the validity of the Norm before the Third Environmental Court in January 2016. Several technical, economical and legal reports from third parties (scientists, economists and attorneys from different countries) were filed to support the challenge. Other local actors challenged the Norm as well, such as Corporación para el Desarrollo de la Región de Los Rĺos (Association for the Development of Los Rĺos Region) CODEPROVAL (for its acronym in Spanish) and the local company Forestal Calle Calle S.A. The case public hearing was held on March 3, 2016. A ruling is expected during 2016, decision that may be challenged before the Supreme Court.

 

40


Table of Contents

The application of these environmental laws and remedies may adversely affect the manner in which we seek to implement our business strategy and our ability to realize our strategy. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—The costs to comply with, and to address liabilities arising under, environmental laws and regulations could adversely affect our business, financial condition, results of operations and cash flows.”

As of the date of this annual report, we have been subject to certain inspections, and the Superintendency has issued several information requests to us. As stated above, there are two administrative proceedings recently initiated by the Superintendency against both Valdivia and Nueva Aldea pulp mills, which may result in material administrative fines or sanctions, the revocation of environmental authorizations or the temporary or permanent closure of facilities. We have faced, and continue to face, certain other environmental proceedings in connection with certain of our mills. For a description of these proceedings, see “Item 8. Financial Information—Legal Proceedings.”

Argentina

Our operations in Argentina are subject to Argentine environmental legislation, including regulation by municipal, provincial and federal governmental authorities.

Argentine environmental legislation includes the requirement that water used or recovered in the production process has to be chemically, biologically and thermally treated before being returned to public waters, such as the Paraná River. In addition, all gaseous emissions must be scrubbed to ensure satisfactory levels of waste particle recovery and odor removal. Regular testing of river water and air quality is used to monitor the ultimate impact of the mill on the environment.

We believe that we are currently in material compliance with all applicable local and national environmental regulations governing our operations in Argentina.

Brazil

Our Brazilian operations are subject to environmental legislation, including municipal, regional and federal governmental laws, regulations and licensing requirements. Law No. 6,938 establishes strict liability for environmental damage, mechanisms for the enforcement of environmental standards and licensing requirements for activities that are damaging or potentially damaging to the environment. A violation of environmental laws and regulations may result in:

 

   

fines,

 

   

partial or total suspension of activities,

 

   

forfeiture or restriction of tax incentives or benefits, or

 

   

forfeiture or suspension of participation in credit lines with official credit establishments.

As a result, we may become liable for environmental damages caused by the management of our materials, including damages caused during the transportation, treatment and disposal of our industrial waste, even where third parties manage such activities on our behalf.

Law No. 9,605 provides that individuals or entities whose conduct or activities cause harm to the environment are subject to criminal and administrative sanctions and are liable for any costs to repair the damages resulting from such harm. For individuals who commit environmental crimes, criminal sanctions range from fines to imprisonment; for legal entities, criminal sanctions may include fines, partial or total suspension of activities, restrictions on participation in government contracts and, in cases of bad faith, dissolution. In addition, Law No. 9,605 establishes that the corporate structure of a company may be disregarded if the structure impedes the recovery for harm caused to the environment. We are not aware of any successful assertion of claims against shareholders under this provision of Law No. 9,605.

We believe we are currently in material compliance with all applicable local and national environmental regulations governing our operations in Brazil.

Uruguay

Our activities at Montes del Plata are subject to Uruguayan national and municipal environmental regulations. The principal environmental authorization required to carry out such project’s construction activities was the environmental authorization, or AAP, regulated by the Environmental Impact Assessment Act, Law No. 16,466, and its regulatory Decree No. 349/005. AAPs are granted by the National Environmental Bureau, or DINAMA, which pertains to the Ministry of Housing, Land Use Management and Environment, or MVOTMA. In order to obtain this authorization, an applicant must submit a complete report regarding all aspects of any proposed works including a classification of the same by a competent professional in one of the three categories, A, B or C. If the proposed project is classified as B or C, a comprehensive environmental impact assessment (which includes all aspects of the project, including water and noise, among others) is required and in some cases a public hearing may be required. Once the AAP is granted, the interested party is required to perform the project in accordance with the terms and conditions of such authorization.

 

41


Table of Contents

For certain activities (including construction of an industrial plant) listed in Article 2 of Decree No. 349/005, a Viability Location Report, or VAL, is required. This report should be submitted before the National Environmental Bureau and must include a notification to the municipal government where the project is to be located (the Intendencia) and the delivery of information similar to that required for the AAP. This process contemplates a period for public comment on summary information that is available. The Intendencia involved in any such project may submit its findings to the DINAMA for consideration. The VAL, if needed, must be obtained prior to the AAP. The relevant companies that comprise Montes del Plata have already obtained the AAP and the VAL. We believe that the Montes del Plata project is currently in material compliance with applicable local and national environmental regulations in Uruguay.

Once construction is completed according to the approved project and the AAP conditions, and prior to starting operations, a company needs to obtain the environmental authorization for operation, or AAO, which is regulated by the same decree, and comes to regulate the environmental compliance of the relevant companies in the operational phase of the endeavor. Montes del Plata obtained this authorization from the National Environmental Bureau, DINAMA, in June 2014.

We believe that the Montes del Plata project is currently in material compliance with applicable local and national environmental regulations in Uruguay.

United States and Canada

Our North American operations are subject to U.S. and Canadian environmental legislation, including federal, provincial, state and local laws and regulations. Such laws and regulations govern the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain hazardous materials and wastes, the remediation of contaminated soil and groundwater, plant and wildlife protection, landfill sites and the health and safety of employees. For example, under the Clean Air Act, the United States Environmental Protection Agency, or the EPA, has established Maximum Achievable Control Technology, or MACT, environmental regulations that establish emission standards for point sources of pollution, such as press and dryer exhausts, process vents and equipment leaks. In addition, some of our operations require environmental permits and controls to prevent and reduce air and water pollution. Our failure to comply with applicable environmental, health and safety requirements, including permits related thereto, may result in:

 

   

civil penalties;

 

   

supplemental environmental projects;

 

   

enforcement actions or other sanctions, such as judicial orders enjoining or curtailing operations or requiring corrective measures;

 

   

loss of operating permits;

 

   

required installation of pollution control equipment; or

 

   

remedial actions.

In addition, we may become liable for third-party claims for personal injury and property damage due to contamination at our mills, even where the activity that caused such contamination occurred before we owned the mills.

We believe we are currently in material compliance with all applicable local and national environmental regulations and orders governing our operations in the United States and Canada.

Forestry, Land-Use and Land Ownership Regulations

Chile

The management and exploitation of forests in Chile is regulated by the Forests Law of 1931, as amended, and Decree Law No. 701 of 1974, as amended. The Forests Law and Decree Law No. 701 impose a variety of restrictions on the management and exploitation of forests. Forestry activities, including thinning, on land that is designated as preferably suited for forests or that has native or planted forests, are subject to management plans that require the approval of the Corporación Nacional Forestal, or National Forest Service (CONAF). In addition, the Forests Law and Decree Law No. 701 impose fines for the harvesting or destruction of trees and shrubs in violation of the terms of a forest management plan. We believe that we are in material compliance with the Forests Law and Decree Law No. 701.

Law No. 20,283, published in the Official Gazette on July 30, 2008, provides for the management and conservation of native tree forests and forest development. Its purposes are the protection, recovery and improvement of native forests in order to guarantee both forest sustainability and environmental policy. This law established a fund for the conservation and sustainable management of native forests. According to this law, owners of native forests are able to exploit them so long as they have a “management plan”

 

42


Table of Contents

approved by the CONAF. Depending on the owner’s approved plan, as well as other factors, the subsidy provided by the fund may vary between U.S.$200 and U.S.$400 per hectare. The law also prohibits the harvesting of native trees in certain areas and under certain conditions. In compliance with applicable regulations, we have adopted environmentally sensitive policies towards our holdings of native forests, which are protected and preserved in their entirety. Our products come from established plantations only; we do not sell any wood derived from our native forests. Arauco’s forestry operations adhere to our international control systems, which are all in accordance with current legislative and environmental sustainability standards. We believe that we are in material compliance with Law No. 20,283. See “Item 4. Description of Business—Forestry Activity.”

Argentina

The management and exploitation of forests in Argentina is regulated by National Law No. 13,273, National Law No. 25,080, and National Law No. 26,432, National Decree No. 710, Provincial Law No. 854, Provincial Law No. 3,426 and other regulations promulgated thereunder, which collectively constitute the regulatory framework. The regulatory framework imposes a variety of restrictions on the management and exploitation of forests in Argentina. The regulatory framework regulates the replanting of land after harvesting.

On December 28, 2011, National Law No. 26,737 was promulgated, which established limitations on the ability of foreigners to purchase rural land in Argentina. This law provides that foreigners cannot acquire more than 15% of all rural land in the country, and that no foreigner can individually hold more than 30% of said 15%. For the purposes of the National Law No. 26,737, rural land is all land located outside the urban area.

We believe that our Argentine operations are in material compliance with the regulatory framework.

Brazil

Environmental laws and regulations relating to the management and exploitation of forests and the protection of Brazilian plants and wildlife govern our Brazilian forestry operations. Under this regulatory framework Brazilian authorities establish forest preservation areas and regulate replanting of forests after harvesting.

There are currently certain Brazilian legal restrictions on the acquisition of rural properties by foreign companies and by Brazilian companies controlled by foreign persons. Those restrictions are contained in the new Opinion issued by the Office of the General Counsel to the Federal Government in August 2010 about the Federal Law No. 5,709/1971. However, recent judgments of several tribunals and administrative agencies have determined that the restrictions in the Federal Law No. 5,709/1971 are not applicable to Brazilian companies with foreign shareholders, for being contrary to the Brazilian constitution. In consideration of the above, our legal advisors have advised us that these restrictions are not applicable to the transactions that our Brazilian subsidiaries may consider in the future.

We believe that our Brazilian operations are in material compliance with the regulatory framework.

Uruguay

The management and exploitation of forests in Uruguay is regulated primarily by Law No. 15,939 (as amended by Law No. 18,083 and by the regulatory decree Nº 452/988), which has declared forestry activity as an area of national interest. This law classifies forests into three categories: protectors, yield and general, and provides certain tax and financial benefits related to forests classified as protectors and yield located in areas classified as forestry priority. If such forests were planted after January 1, 2007, they must also comply with the definition of quality wood. In order to obtain such classification, interested parties have to submit a forestry management plan to the General Forestry Bureau. This law also establishes certain conservation requirements and controls for each category of forest.

Additionally, forest activity is subject to environmental and soil care regulations. According to Law No. 16,466 and Decree No. 349/005, plantations of more than 100 hectares need prior environmental authorization. Law No. 15,239 also provides certain measures that must be adopted to reduce erosion and degradation of the soil to promote its restoration when necessary.

We believe that the Montes del Plata forestry operations are in material compliance with the applicable regulatory framework.

 

43


Table of Contents

Item 5. Operating and Financial Review and Prospects

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS

The following discussion is based on and should be read in conjunction with our audited consolidated financial statements and the notes thereto, included elsewhere in this annual report. Our consolidated financial statements are prepared in U.S. dollars in accordance with IFRS.

Overview

We derive our revenue from the sale of bleached and unbleached pulp, panels such as plywood, MDF, PBO and HB, wood products such as sawn timber and remanufactured wood products, forestry products, such as sawlogs and pulplogs, and sales of electricity to the grid. Export sales constituted 61.9% of our total revenue for the year ended December 31, 2014 and 62.1% of our total sales revenue for the year ended December 31, 2015. Sales of pulp constitute the single largest component of our revenue. As with many commodities, pulp is subject to significant cyclical price fluctuations determined by global supply and demand. Accordingly, our revenue is subject to cyclical fluctuations. Prices for panels, wood products and forestry products, also fluctuate significantly among markets. Although prices tend to have the most significant effect on our results of operations, sales volume and product mix, production costs and exchange rate fluctuations also can have a substantial impact on our results.

Our business, results of operations and cash flows depend, to a large extent, on the level of economic activity, on government and foreign exchange policies and on political and economic developments in our principal export markets. In 2014, we exported our products to Asia, North, Central and South America, Europe and, to a lesser extent, Africa and the Middle East. In 2014 and 2015, 91.8% and 90.8%, respectively, of total pulp revenues were export sales, and 43.9% and 42.3%, respectively, of total panels, wood products and forestry product revenues were export sales. Our business, earnings and prospects may be materially and adversely affected by developments in our export markets with respect to inflation, interest rates, currency fluctuations, protectionism, government subsidies, price and wage controls, exchange control regulations, taxation, expropriation or social instability, as well as by political, economic or diplomatic developments.

As of December 31, 2015, 64.5% of our property, plant, equipment and forest assets were directly owned by Arauco and our Chilean subsidiaries, 9.2% by our Argentine subsidiaries, 7.4% by our Brazilian subsidiaries, 2.7% by our U.S. and Canadian subsidiaries and 16.2% by our joint operation in Uruguay. In 2015, 59.7% of our consolidated revenue was derived from our operations in Chile, 10.6% of our consolidated revenue was derived from our operations in Argentina, 7.0% of our consolidated revenue was derived from our operations in Brazil, 15.7% of our consolidated revenue was derived from our operations in the United States and Canada and 7.0% of our revenue was derived from our operations in Uruguay. Accordingly, our financial condition, results of operations and cash flows are affected by, to a significant degree, economic conditions in Chile, Argentina, Brazil, Uruguay, the United States and Canada.

Economic Indicators in Chile, Argentina, Brazil, Uruguay, the United States and Canada

Chile

According to the Central Bank of Chile, Chile’s GDP increased by 4.0% in real terms during 2013, and in 2014 and 2015 it grew at rates of 1.9% and 2.1%, respectively. See “Item 3. Key Information—Risk Factors—Risks Relating to Chile.”

 

44


Table of Contents

Argentina

According to the Instituto Nacional de Estadística y Censos (the Argentine National Statistics and Census Institute, or the INDEC), Argentina’s GDP increased by 2.9% in real terms during 2013, and in 2014, it grew at a rate of 0.5%. For 2015, the INDEC has reported a 2.1% growth in real GDP. In 2013, the Argentine peso depreciated against the U.S. dollar by 32.6% and in 2014 and 2015, the Argentine peso depreciated against the U.S. dollar by 31.1% and 51.7%, respectively. From 2007 through 2015, the INDEC, underwent institutional and methodological reforms that gave rise to controversy regarding the reliability of the information that it produced, including inflation, GDP, unemployment and poverty data. Reports published by the IMF have stated that their staff uses alternative measures of inflation for macroeconomic surveillance, including data produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC between 2007 and 2015.

On January 8, 2016, based on its determination that the INDEC had failed to produce reliable statistical information, particularly with respect to its CPI, GDP and foreign trade data, the new Argentine administration declared a state of administrative emergency for the national statistical system and the INDEC until December 31, 2016. The INDEC has suspended publication of certain statistical data pending completion of a reorganization of its technical and administrative structure. Future economic, social and political developments in Argentina, over which we have no control, could impair our and Arauco Argentina’s business, financial condition or results of operations. See “Item 3. Key Information—Risk Factors—Risks Relating to Argentina.”

Brazil

According to the Instituto Brasileiro de Geografia e Estatística (the Brazilian Institute of Geography and Statistics), Brazil’s GDP increased in real terms by 2.3% during 2013, by 0.1% in 2014 and decreased by 3.8% in 2015. In 2013, the Brazilian real depreciated against the U.S. dollar by 12.8% and in 2014 and 2015, the Brazilian real depreciated against the U.S. dollar by 11.8% and 32.0%, respectively. See “Item 3. Key Information—Risk Factors—Risks Relating to Brazil.”

Uruguay

According to the Banco Central del Uruguay (the Central Bank of Uruguay), Uruguay’s GDP increased by 4.6% in real terms during 2013, and in 2014 and 2015 it grew at rates of 3.2% and 1.0%, respectively. In 2013, the Uruguayan peso depreciated against the U.S. dollar by 21.1%, in 2014 the Uruguayan peso appreciated against the U.S. dollar by 12.8% and in 2015 the Uruguayan peso depreciated against the U.S. dollar by 23.2%. See “Item 3. Key Information—Risk Factors—Risks Relating to Uruguay.”

United States

According to the U.S. Bureau of Economic Analysis, the United States GDP increased by 2.2% in real terms during 2013, and in each of 2014 and 2015 it grew by 2.4%. See “Item 3. Key Information—Risk Factors—Risks Relating to the United States and Canada.”

Canada

According to the Bank of Canada, Canada’s GDP increased by 2.0% in real terms during 2013, and in 2014 and 2015 it grew at rates of 2.5% and 1.2%, respectively. The Canadian dollar depreciated against the U.S. dollar by 7.1% in 2013, 9.0% in 2014 and 19.6% in 2015. See “Item 3. Key Information—Risk Factors—Risks Relating to the United States and Canada.”

Exchange Rate Fluctuations

We generally price our exports in U.S. dollars, whereas our domestic sales in Chile are priced in Chilean pesos; domestic sales in Brazil are priced in Brazilian reals and domestic sales in Argentina are priced in Argentine pesos except for pulp sales, which are priced in U.S. dollars. To the extent that the Chilean peso depreciates against the U.S. dollar, our domestic revenues may be adversely affected when expressed in U.S. dollars. The same effects may occur for our domestic sales in Argentina and Brazil for products sold in each of the respective local currencies.

The Chilean peso has been subject to devaluation in the past and could be subject to significant fluctuations in the future. During 2015, the value of the Chilean peso relative to the U.S. dollar decreased 17.0% in nominal terms, based on the observed exchange rates on December 31, 2014 and December 31, 2015. The observed exchange rate on April 26, 2016, as published in the Official Gazette on April 27, 2016, was Ch$669.01 to U.S.$1.00. For information regarding historical rates of exchange in Chile from January 1, 2011, see “Item 3. Key Information—Exchange Rates.”

The effect of exchange rate fluctuations is partially offset by the fact that certain of our operating expenses are denominated in U.S. dollars (such as our freight costs and selling expenses in the form of commissions paid to our sales agents abroad) and a

 

45


Table of Contents

significant part of our indebtedness is denominated in U.S. dollars. As of December 31, 2015, our U.S. dollar denominated indebtedness was U.S. $3.3 billion. In addition, as the U.S. dollar appreciates against the legal currency in any of our export markets, we must from time to time price our sales in that local currency to compete effectively.

Future developments in the Chilean, Argentine, Brazilian, Uruguayan, Canadian and U.S. economies may impair our ability to proceed with our strategic plan, including with respect to pricing. For additional discussion regarding the risks we face in each of the aforementioned markets, see “Item 3. Key Information—Risk Factors—Risks Relating to Chile,” “—Risks Relating to Argentina,” “—Risks Relating to Brazil,” “—Risks Relating to Uruguay” and “—Risks Relating to the United States and Canada.”

In recent years, our revenue has been affected by price level volatility in the export market. The prices for each of our pulp, panels, wood and forestry products depend on the markets in which they are sold. While prices are generally similar for a given product on a global basis, regionalized market conditions affect prices in markets such as Asia, Europe and the United States.

 

46


Table of Contents

The following table sets forth, for the periods indicated, average unit sales prices for our products.

 

     Year ended
December 31,(1)
 

Product(2)

   2013      2014      2015  
     (U.S.$ per tonne)(3)  

Pulp

        

Bleached pulp

     665.8         666.8         636.7   

Unbleached pulp

     623.4         687.0         616.6   
     (U.S.$ per cubic meter)(3)  

Wood Products

        

Sawn timber

     256.0         270.0         239.8   

Remanufactured wood products

     596.6         549.6         686.4   

Panels

        

Plywood and fiberboard panels

     374.0         363.8         333.7   

Forestry Products

        

Logs

     43.9         43.9         36.9   

 

(1) Calculated as average unit prices for the year based on our internally collected data.
(2) Each category of product contains different grades and types and the shipping terms vary with the product, as well as the customer.
(3) We generally quote our prices in U.S. dollars for export sales and in Chilean pesos, Argentine pesos or Brazilian reals, as applicable for domestic sales.

Pulp Prices

Overview

Historically, world pulp prices have been subject to significant fluctuations over relatively short periods of time. Pulp prices mainly depend on worldwide demand, world production capacity, worldwide pulp and paper inventory levels and availability of substitutes, and in general terms, are directly related to global economic growth. All of these factors are beyond our control. See “Item 3. Risk Factors—Risks Relating to Us and the Forestry Industry— Fluctuations in market price for our products could adversely affect our financial condition, results of operations and cash flows”.

Prices for bleached grades of hardwood pulp, including eucalyptus, generally follow the same cyclical pattern as prices for NBSK, which is the benchmark for softwood bleached pulp. However, the latter historically has had higher prices mainly due to lower global supply. Moreover, during the last five years, the majority of the added global pulp production capacity has been dedicated to the production of hardwood pulp, particularly eucalyptus pulp.

Prices for unbleached softwood market pulp also follow cyclical patterns related to worldwide demand, stock levels and supply. Unbleached softwood market pulp represents about 3.2% of the total wood pulp market. The majority of such pulp is sold in Asia, and its price does not necessarily follow the cycle of prices for NBSK or BEKP.

In 2015, a new pulp mill entered into the shortfiber pulp market with an annual production capacity of 1.3 million tonnes. During the first half of 2015 the shortfiber market remained stable, with a peak price of U.S$ 811.2 per tonne in October. Following the October peak BEKP prices began to decrease as a result of the global economic downturn and lower demand in the Chinese market as a result of the devaluation of the Yuan, ending the year at a price of U.S.$788.9 per tonne. In addition, NBSK prices decreased throughout the year, reaching its minimum price of US$ 803.4 per tonne in December 2015.

 

47


Table of Contents

Price of NBSK

The market price for NBSK was U.S.$809.60 per tonne as of December 31, 2012, a 2.9% decrease as compared to December 31, 2011. The market price for NBSK was U.S.$906.48 per tonne as of December 31, 2013, a 12.0% increase as compared to December 31, 2012. The market price for NBSK was U.S.$932.06 per tonne as of December 31, 2014, a 2.8% increase as compared to December 31, 2013. The market price for NBSK was U.S.$803.36 per tonne as of December 31, 2015, a 13.8% decrease as compared to December 31, 2014.

Price of BEKP

The market price for BEKP was U.S.$775.94 per tonne as of December 31, 2012, a 19% increase as compared to December 31, 2011. As of December 31, 2013, the market price for BEKP was U.S.$769.73 per tonne, which represented a 0.8% decrease as compared to December 31, 2012. As of December 31, 2014, the market price for BEKP was U.S.$742.90 per tonne, which represented a 3.5% decrease as compared to December 31, 2013. As of December 31, 2015, the market price for BEKP was U.S.$788.91 per tonne, which represented a 6.2% increase as compared to December 31, 2014.

Price of UKP

The market price for unbleached kraftwood pulp, or UKP was U.S.$600.3 per tonne as of December 31, 2012, a 1.6% decrease as compared to December 31, 2011. The market price for UKP as of December 31, 2013 was U.S.$721.5 per tonne which represented an increase of 23.8% as compared to December 31, 2012. The market price for UKP as of December 31, 2014 was U.S.$650.4, per tonne which represented a 9.9% decrease as compared to December 31, 2013. The market price for UKP as of December 31, 2015 was U.S.$601.7 per tonne which represented a 7.5% decrease as compared to December 31, 2014.

Forestry, Wood Product and Panels Prices

Over the last five years, the average prices for our forestry, wood products and panels have fluctuated significantly, reflecting the effect on demand of global economic developments.

During 2011, although the construction and real estate market in the United States continued to underperform compared to historical averages, there was a slight trend of recovery as compared with 2009 and 2010. This recovery was reflected in increased demand for wood products and price increases. In Latin America the demand for our sawn timber and panels products remained positive, which resulted in increases in revenue of 18.0% and 15.6%, respectively. Our sawn timber products increased in sales volume and average price by 3.9% and 9.3%, respectively. Revenue from our remanufactured products increased 32.4% as a consequence of a 15.1% increase in sales volume and a 15.1% increase in average prices. Average prices of our panels products increased 8.8%, and total sales volume increased 6.3%.

During 2012, average sales prices in our wood products segment increased as compared to 2011, mainly due to a 6.7% increase in average sales prices of sawn timber. In 2012, sales in our panel segment increased by 3.7% as compared to 2011. This increase was mainly due to a 10.4% increase in sales volume, which was partially explained by the acquisition of the Moncure mill and Flakeboard in 2012.

During 2013, the average prices in our wood products segment increased 1.0%. The average price of panels increased 0.5%.

During 2014, all solid wood markets improved, with increased demand that permitted the sales mix and prices to improve relative to 2013. Asian markets, in particular, Japan, South Korea and China followed this positive trend. The North American market, despite an improvement in the Housing Starts index, did not show significant improvement, however prices rose in our solid wood moldings business. Also, our MDF and PBO sales in North America had positive and stable price levels. In Brazil, our panels business had relatively stable price levels in Brazilian reals.

During 2015, average prices for our panels and wood products declined by 6.4% and 3.7% respectively, compared to 2014. Overall, countries with depreciated currencies increased their exports, resulting in greater supply in several markets, which in turn, lowered prices. In Brazil, for example, overall average prices dropped due to the country’s economic slowdown. In North America, increased competition mainly affected the MDF market, with increased exports from Brazilian and Canadian producers, among others. Prices for our moldings products remained stable. As a result of the decrease in Argentina’s competitiveness in the export market, we focused our sales efforts with respect to panels primarily on the domestic market. The higher production of our Nueva Aldea Mill increased our plywood sales volume throughout the year. Particleboards also showed increased sales benefitting from production at our Teno Mill, which reached full production capacity during the first quarter of 2015. We were also able to improve product mix sales, increasing sales of our greater value added products (such as melamine products). We also experienced increased competition in the Middle East in the sawn timber market during the first six months of 2015 due to higher supply from European markets.

 

48


Table of Contents

Prices for our panel, forestry and wood products may decline in the future. Our results of operations may be materially adversely affected if the prices of our products decline from current levels.

Costs

Our major costs of sales are the following:

 

   

the cost of timber,

 

   

costs related to harvesting (forestry works),

 

   

maintenance costs,

 

   

chemical costs,

 

   

the cost of sawmill processing,

 

   

depreciation, and

 

   

energy and fuel costs.

Our major administrative and selling expenses are wages and salaries, traffic, shipping and freight costs, insurance expenses and commissions.

Our property, plant and equipment are depreciated on a straight-line basis over the remaining useful lives of the underlying assets. However, the amount of such depreciation that relates to our fixed production assets, such as pulp mills and sawmills, is allocated to finished goods held as inventories and accumulates until charged to cost of sales when the finished goods are sold. Forests and land are not depreciated. For additional information relating to the accounting treatment of our biological assets, see “—Critical Accounting Policies—Biological Assets.”

Selling expenses consist primarily of per tonne fees we pay to our selling agents. Traffic, shipping and freight costs are the outbound logistics costs of carrying the product to the client’s destination.

During 2011, cost of sales increased 26.6% as a result of increased sales volumes among all of our business segments and increases in the unit costs of our main products. In particular, our costs of sale per tonne of our bleached softwood pulp, bleached hardwood pulp and unbleached softwood pulp increased 10.7%, 21.7% and 15.5%, respectively, as compared to 2010. In 2011, our cost of sales measured as a percentage of total revenues represented 65.9%, as compared to 60.4% in 2010.

Cost of sales increased 9.2% during 2012 as a result of increased sales volume in all of our business segments and increases in the unit costs of our main products. Compared to 2011, our costs of sales per tonne increased 8.7% for bleached softwood pulp, increased 7.2% for bleached hardwood pulp, and increased 19.1% for unbleached softwood pulp. In 2012, our cost of sales measured as a percentage of total revenues was 73.6%, as compared to 65.9% in 2011.

Cost of sales increased 12.4% during 2013, when compared with 2012. This was mainly the result of an increase in the sales volumes of our panels, pulp and wood products business segments by 45.2%, 5.2% and 7.3%, respectively. In 2013, we were able to achieve lower unit costs of pulp. Our cost of sales per tonne of BKPR and EKPR decreased 4.7% and 6.0%, respectively. This was largely due to an improvement in production rates at our pulp mills as compared to 2012. In 2013, our cost of sales measured as a percentage of total revenues was 69.1%, as compared to 73.6% in 2012.

In 2014, our cost of sales increased 2.7% when compared with 2013. However as a percentage of our revenues, in 2014 and 2013 cost of sales represented 68.6% and 69.1% of total revenues, respectively. The 2.7% increase in cost of sales reflects the volume increase in our sales of pulp, sawn timber and panels by 6.5%, 3.6% and 2.3%, respectively.

In 2015, our cost of sales decreased 3.9% when compared to 2014. Energy and fuel costs decreased 25.5% when compared to 2014, mainly due to the global decline in crude oil prices and its derivatives. In addition, cost of timber declined 20.7% mainly due to the decrease in the volume of sales of sawn timber, especially in Chile. The depreciation of each of the Chilean peso, the Argentine peso and the Brazilian real against the U.S. Dollar had a positive effect on costs denominated in those depreciated currencies.

 

49


Table of Contents

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 to our audited consolidated financial statements, which are included in this annual report. The preparation of consolidated financial statements in accordance with IFRS requires management to make subjective estimates and assumptions that affect the amounts reported. Estimates are based on historical experience and various other assumptions that are believed to be reasonable, though actual results and timing could differ from the estimates. Management believes that the accounting policies below take into account those matters that require the exercise of judgment, but acknowledge that different judgments could result in substantially different results. The most critical accounting policies and estimates are described below.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated using the straight-line method based on the estimated useful lives of the assets. The amount of such depreciation that related to our fixed production assets, such as pulp mills and sawmills, is allocated to finished goods held as inventories and accumulates until charged to cost of sales when the finished goods are sold. Forests and lands are not depreciated.

In estimating useful lives, we have primarily relied upon actual experience with the same or similar types of equipment and recommendations from the manufacturers. Useful lives are based on the number of years an asset is estimated to be productive. Estimates are revised periodically to recognize potential impacts caused by new technologies, changes to maintenance procedures, changes in utilization of the equipment, and changing market prices of new and used equipment of the same or similar types.

Property, plant and equipment assets are appraised for possible impairment. Factors that would indicate potential impairment may include, but are not limited to, significant decreases in the market value of a long-lived asset, a significant change in a long-lived asset’s physical condition and operating or cash flow losses associated with the use of a long-lived asset. This process requires our estimate of future cash flows generated by each asset or group of assets. For any instance where this evaluation process indicates impairment, the appropriate asset’s carrying values are written down to net realizable value and the amount of the write-down is charged against the results of continuing operations.

Expenditures that substantially improve and/or increase the useful life of facilities and equipment are capitalized. Other maintenance or repair costs are charged to income as incurred.

Fair Value of Financial Instruments

We recognize certain financial assets and liabilities on our statement of financial position at fair value, which is the value that we estimate would be attributable to such asset or liability in an arms-length disposition. As of the date of the initial recognition, our management classifies its financial assets at fair value through (i) income or (ii) collectible credits and accounts, depending on the purpose for which the financial assets were acquired.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Arauco uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance sheet date.

The doubtful provision of trade receivables is established when there is evidence that Arauco will not receive payments under the original terms of sale. Provisions are made when the client is a party to a bankruptcy court agreement or cessation of payments, or when Arauco has exhausted all levels of recovery of debt in a reasonable time. See Note 23 to our consolidated financial statements.

Biological Assets

IAS 41 requires that biological assets, such as standing trees, are shown on the statement of financial position at fair value. Our forests are thus accounted for at fair value less estimated point-of-sale costs at harvest, considering that the fair value of these assets can be measured reliably.

The recovery of forest plantations is based on discounted cash flow models, which means that the fair value of biological assets is calculated using cash flows from continuing operations on the basis of sustainable forest management plans and considering the potential growth of forests. This recovery is performed on the basis of each forest stand identified and for each type of tree species.

These discounted cash flows require estimates in growth, harvest, sales prices and costs. It is therefore important that management make appropriate estimates of future levels and trends for sales and costs, as well as administer regular surveys of the forests to establish the volumes of wood available for harvesting and their current growth rates. The principal considerations used to calculate the valuation of forest plantations are presented in Note 20 to our audited consolidated financial statements.

 

50


Table of Contents

Impairment of goodwill

Determining whether goodwill is impaired requires an estimate of the value in use of the cash-generating units to which goodwill has been allocated. Arauco estimates the value either based on appraisals and/or the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. See Note 17 to our audited consolidated financial statements.

Employee benefits

The cost of defined employee benefits for the termination of employment, as well as the present value of the obligation is determined using actuarial valuations. The actuarial valuations involve making assumptions about discount rates, staff turnover, future salary increases and mortality rates. See Note 10 to our audited consolidated financial statements.

 

51


Table of Contents

Litigation and Contingencies

Arauco, its subsidiaries and our Uruguayan joint venture Montes del Plata are subject to certain ongoing lawsuits, the future effects of which need to be estimated by our management in collaboration with our legal advisors. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—We are subject to legal proceedings related to our mills which could adversely affect our business, financial condition, results of operations and cash flows” and “Item 8. Financial Information—Legal Proceedings.” See Note 18 to our audited consolidated financial statements.

Recently Issued Accounting Standards

Note 1 to our audited consolidated financial statements discusses new accounting pronouncements under IFRS that apply to annual periods beginning on or after January 1, 2015. There are no additional pronouncements, amendments or interpretations that could have a material impact on our financial statements.

Results of Operations

The following table provides a breakdown of our financial results of operations and sales volumes as of and for the years ended December 31, 2013, 2014 and 2015. The table and the discussion that follows are based on and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, as of and for the years ended December 31, 2013, 2014 and 2015 included elsewhere herein. The audited consolidated financial statements included herein are prepared in U.S. dollars and in accordance with IFRS.

 

     For the year ended December 31,  
     2013      2014      2015  
     Sales     %     Volume      Sales     %     Volume      Sales     %     Volume  
     (in millions of U.S. dollars, except where indicated)  

Revenue

                    

Pulp

                    

Bleached pulp(1)

   U.S.$ 1,729.8        33.6     2,598.1         1,8885.5        35.3     2,827.8         1,959.7        38.1     3,077.9   

Unbleached pulp(1)

     300.4        5.8        481.9         310.2        5.8        451.5         283.4        5.5        459.6   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     2,030.2        39.5        3,080.0         2,195.7        41.1        3,279.3         2,243.1        43.6        3,537.5   

Panels

                    

Plywood and fiberboard panels

     1,927.3        37.5        5,163.2         1,921.2        36.0        5,284.0         1,837.1        35.7        5,508.9   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     1,927.3        37.5        5,163.2         1,921.2        36.0        5,284.0         1,837.1        35.7        5,508.9   

Solid Wood Products

                    

Sawn timber(2)

     584.7        11.4        2,283.9         637.6        11.9        2,361.5         498.4        9.7        2,078.9   

Remanufactured wood products(2)

     245.3        4.8        411.0         235.9        4.4        429.3         287.5        5.6        418.8   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     829.9        16.1        2,694.9         873.5        16.3        2,790.7         785.9        15.3        2,497.7   

Forestry Products

                    

Logs, net(2)

     118.2        2.3        2,694.4         121.2        2.3        2,760.9         87.9        1.7        2,384.3   

Chips

     21.2        0.4        304.8         19.5        0.4        302.5         17.6        0.3        277.6   

Other

     6.2        0.1        18.3         2.1        0.0        44.0         3.8        0.1        15.7   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     145.6        2.8        3,017.5         142.8        2.7        3,107.4         109.2        2.1        2,677.6   

Energy

     146.3        2.8           159.9        3.0           121.1        2.4     

Other

     66.2        1.3           49.5        0.9           50.4        1.0     
                  

 

 

   
                    
  

 

 

        

 

 

        

 

 

     

Total revenue

     5,145.5        100        5,342.6        100        5,146.7        100  

Cost of sales

                    

Timber

     (869.0          (809.0          (641.8    

Forestry labor costs

     (631.7          (655.3          (636.1    

Maintenance costs

     (210.0          (278.3          (305.7    

Chemical costs

     (485.8          (541.3          (539.9    

Depreciation

     (271.7          (323.3          (371.9    

Other costs of sales

     (1,088.9          (1,047.0          (1,016.1    
  

 

 

        

 

 

        

 

 

     

Total cost of sales

     (3,557.2          (3,654.1          (3,511.4    

Gross profit

     1,588.3        30.9        1,688.5        31.6        1,639.8        31.9  

Other income

     385.1             368.9             273.0       

Distribution costs

     (523.6          (556.8          (528.5    

Administrative expenses

     (544.7          (550.8          (552.0    

Other expenses

     (136.8          (138.8          (83.4    

Other gains (losses)

     0.0             0.0             0.0       

Finance income

     19.1             30.8             50.3       

Finance costs

     (232.8          (246.5          (263.0    

Share of profit (loss) of associates and joint ventures accounted for using equity method

     6.3             7.5             6.7       

Exchange rate differences

     (11.8          (10.0          (41.2    
  

 

 

        

 

 

        

 

 

     

Income before income tax

     548.9             592.8             497.4       

Income tax

     (130.4          (448.7          (129.7    

Net income

     418.6             144.2             367.7       
  

 

 

        

 

 

        

 

 

     

 

(1) Volumes measured in thousands of tonnes.
(2) Volumes measured in thousands of cubic meters.

 

52


Table of Contents

Year Ended December 31, 2014 Compared to Year Ended December 31, 2015

Revenue

Revenue decreased 3.7% from U.S.$5,343 million in 2014 to U.S.$5,147 million in 2015, primarily as a result of:

 

   

a 10.0%, or U.S.$87.5 million, decrease in revenue from wood products;

 

   

a 4.4%, or U.S.$84.2 million, decrease in revenue from panels and fiberboard panels;

 

   

a 23.5%, or U.S.$33.6 million, decrease in revenue from forestry products; which was partially offset by

 

   

a 2.2%, or U.S.$47.4 million, increase in revenue from pulp.

Pulp. Revenue from bleached and unbleached pulp increased 2.2% from U.S.$ 2,195.7 million in 2014 to U.S.$2,243.1 million in 2015, reflecting a 7.9% increase in sales volume, offset by a 5.3% decrease in average prices. Sales of bleached pulp increased 3.9% due to a 8.8% increase in sales volume, offset by a 4.5% decrease in average prices. Our increase in sales volume partially reflects new sales from the Montes del Plata mill. During 2015, the price difference between softwood pulp and hardwood pulp decreased, and in the third quarter, hardwood pulp traded above softwood pulp. This was mainly because softwood prices decreased driven by large discounts made by Russian producers, who benefited from the depreciation of the Ruble. Also, European producers have benefited from a weaker Euro and this has resulted in market pressure to lower softwood prices. In the fourth quarter of 2015, hardwood prices fell below softwood prices, mainly driven by uncertainty in the Chinese market as a result of the devaluation of the Chinese Yuan, which added pressure to pulp prices overall. Revenue from unbleached pulp decreased 8.6% due to a 10.2% decrease in average prices, which was partially offset by a 1.8% increase in sales volume.

Panels. Revenue from panels decreased 4.4% from U.S.$ 1,921.1 million in 2014 to U.S.$1,837.1 million in 2015. This decrease in revenues was primarily due to a 8.3% decrease in average prices. Panel prices, in particular for MDF moldings and other value added products, declined as a result of increased supply originating from Argentina, Brazil and other countries with depreciated currencies, which in turn increased competition, especially in North America.

Wood products. Revenue from sawn timber and remanufactured wood products decreased 10.0% from U.S.$873.5 million in 2014 to U.S.$785.9 million in 2015, primarily as a result of a 10.5% decrease in sales volume, partially offset by a 0.5% increase in average prices. Sawn timber revenue decreased 21.8% from U.S.$637.6 million to U.S.$498.4 million due to a 12.0% decrease in sales volume and a 11.2% decrease in average prices. Prices declined throughout 2015 due to increased exports from countries with depreciated currencies to countries with better market conditions. Remanufactured products revenue increased 21.9% from U.S.$ 235.9 million in 2014 to U.S.$287.5 million due to a 24.9% increase in average prices, offset by a 2.4% decrease in sales volume. The North American market maintained its dynamism, with the Housing Starts index maintaining its positive trend during 2015, resulting in a sustained demand for solid wood products. Our product mix sales also improved, with products with higher margins accounting for a higher share of our sales.

Forestry products. Revenue from forestry products decreased 23.5% from U.S.$142.8 million in 2014 to U.S.$109.2 million in 2015. This decrease was primarily the result of a U.S.$ 33.4 million decrease in the revenue of logs, driven by a U.S.$47.0 million decrease in sales of sawlogs, which was partially offset by a U.S.$ 13.7 million increase in sales of pulplogs.

Other revenue. Revenue from other sources, consisting mainly of sales of energy and chemicals, decreased 17.7% from U.S.$208.3 million in 2014 to U.S.$171.4 million in 2015. This was primarily the result of a U.S.$38.8 million decrease in our energy sales, as a result of a decrease in average electricity prices in Chile.

Cost of sales

Cost of sales decreased 3.9% from U.S.$ 3,654.1 million in 2014 to U.S.$3,511.4 million in 2015, primarily as a result of a 10.5% decrease in our sales volume of wood products, which in turn decreased timber costs by 20.7%. In Brazil, timber costs decreased in U.S. Dollar terms as a result of the depreciation of the Brazilian real. Costs of energy and fuel used in our operations decreased by 25.5% compared to 2014, as well as costs of energy we sold back to the power grid by 47.1%, mainly driven by a decline in prices of crude oil and its derivatives.

 

53


Table of Contents

Gross Profit

As a percentage of total revenue, our gross profit increased slightly from 31.6% in 2014 to 31.8% in 2015, primarily as a result of a 3.9% decrease in our cost of sales, which was offset by a 3.7% decrease in sales revenue.

Other income

Other income decreased 26.0% from U.S.$368.9 million in 2014 to U.S.$273.0 million in 2015. Profits from changes in fair value of our biological assets decreased by 26.0% when compared to 2014, which reflects the lower U.S. dollar valuation of our biological assets, primarily in Brazil. In addition, gains from asset sales decreased 79.4% when compared to 2014. In 2014, the sale of 11,000 hectares of non-strategic plantations in Chile generated a non-recurring gain of U.S.$91 million.

Distribution costs

Distribution costs decreased 5.1% from U.S.$ 556.8 million in 2014 to U.S.$528.5 million in 2015, primarily due to a 5.5%, or U.S.$27.9 million, decrease in total shipping and freight costs. This is explained by a decline in shipping and freight tariffs. As a percentage of revenue, distribution costs remained fairly stable, at 10.3% in 2015, compared to 10.4% in 2014.

Administrative expenses

Administrative expenses increased slightly from U.S.$ 550.8 million in 2014 to U.S.$552.0 million in 2015. As a percentage of revenue, administrative expenses also increased from 10.3% in 2014 to 10.7% in 2015.

Finance costs

Finance costs increased 6.7% from U.S.$ 246.5 million in 2014 to U.S.$263.0 million in 2015. This increase was mainly due to the impact of the full year accrual of interest on the debt related to Montes del Plata, compared to six-months in 2014.

Exchange rate differences

Losses from exchange rate differences totaled U.S.$ 41.2 million in 2015, as a consequence of the currency depreciation in most of the countries in which we have operations, especially in our Argentine and Brazilian subsidiaries. In particular, the depreciation of the Argentine peso affected our cash and cash equivalents and account receivables of our Argentine subsidiary. In our Brazilian subsidiaries, Arauco do Brasil S.A. and Arauco Forest Brasil S.A., the depreciation of the Brazilian real generated a loss given that the outstanding loans are denominated in U.S. dollars. See “—Economic Indicators in Chile, Argentina, Brazil, Uruguay, the United States and Canada—Argentina.”

Income tax

We recorded an income tax expense of U.S.$ 129.7 million in 2015 compared to U.S.$ 448.7 million in 2014. This decrease is mainly explained by a direct charge in 2014 of approximately U.S.$292 million explained by the impact of a net increase in deferred liabilities attributable to the increase of the tax rate in accordance with Law No.20,780, in force since 2014. See “Item 3. Risk Factors—Risks Relating to Chile—A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.

Net income

Net income in 2015 increased 155.0% from U.S.$ 144.2 million in 2014 to U.S.$367.7 million in 2015., due to the impact of the non-recurring charge on income taxes in 2014. See “Item 3—Risk Factors—Risks Relating to Chile—A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.”

 

54


Table of Contents

Year Ended December 31, 2013 Compared to Year Ended December 31, 2014

Revenue

Revenue increased 3.8% from U.S.$5,145.5 million in 2013 to U.S.$5,342.6 million in 2014, primarily as a result of:

 

   

an 8.2%, or U.S.$165.5 million, increase in revenue from pulp; and

 

   

a 5.2%, or U.S.$43.6 million, increase in revenue from wood products; which was partially offset by

 

   

a 0.3%, or U.S.$6.0 million, decrease in revenue from panels; and

 

   

a 1.9%, or U.S.$2.8 million, decrease in revenue from forestry products.

Pulp. Revenue from bleached and unbleached pulp increased 8.2% from U.S.$2,030.2 million in 2013 to U.S.$2,195.7 million in 2014, reflecting a 1.6% increase in average prices, and a 6.5% increase in sales volume. Sales of bleached pulp increased 9.0% due to a 0.2% increase in average prices and an 8.8% increase in sales volume. Our increase in sales volume partially reflects new sales from the Montes del Plata mill. Also, during 2014 we experienced higher demand, mostly from Asia, of shortfiber pulp, which resulted in price increases during the second half of the year. Prices of softwood, on the other hand, decreased during the last quarter of the year driven by large discounts made by Russian producers, who benefited from the depreciation of the Ruble. Also, European producers have benefited from a weaker Euro and this has resulted in market pressure to lower softwood prices. Revenue from unbleached pulp increased 3.2% due to a 10.2% increase in average prices, which was partially offset by a 6.3% decrease in sales volume.

Panels. Revenue from panels decreased 0.3% from U.S.$1,927.3 million in 2013 to U.S.$1,921.2 million in 2014. This decrease in revenues was primarily due to a 2.6% decrease in average prices due to the economic situation in Argentina and Brazil, and in particular the effect of currency devaluation over domestic sales in local currency. This was partially offset by a 2.3% increase in sales volume. See “Economic Indicators in Chile, Argentina, Brazil, Uruguay, the United States and Canada.” In 2014, we increased the plywood output at our Nueva Aldea Mill, which explains the higher volume produced and sold as compared to 2013.

Wood products. Revenue from sawn timber and remanufactured wood products increased 5.2% from U.S.$829.9 million in 2013 to U.S.$ 873.5 million in 2014, primarily as a result of a 1.6% increase in average prices, and a 3.6% increase in sales volume. Sawn timber revenue increased 9.0% from U.S.$584.7 million to U.S.$637.6 million due to a 3.4% increase in sales volume and a 5.5% increase in average prices. Remanufactured products revenue decreased 3.8% from U.S.$245.3 million in 2013 to U.S.$235.9 million due to a 7.9% decrease in average prices and a 4.4% increase in sales volume. All solid wood markets improved during 2014, with increased demand that permitted the sales mix and prices, to improve with respect to 2013. Asian markets, in particular, Japan, South Korea and China followed this positive trend. In the North American market, despite the Housing Starts index not showing a significant improvement, our solid wood moldings business grew both in volume and prices.

Forestry products. Revenue from forestry products decreased 1.9% from U.S.$145.6 million in 2013 to U.S.$142.8 million in 2014. This decrease was primarily the result of an aggregate U.S.$4.1 million decrease in the revenue of other forestry products.

Other revenue. Revenue from other sources, consisting principally of sales of energy and chemicals, decreased 2.0% from U.S.$212.5 million in 2013 to U.S.$208.3 million in 2014. This was primarily the result of a U.S.$17.7 million decrease in our chemical sales and other sales, partially offset by a U.S.$13.5 million increase in our energy sales.

Cost of sales

Cost of sales increased 2.7% from U.S.$3,557.2 million in 2013 to U.S.$3,654.1 million in 2014, primarily as a result of a volume increase in our sales of pulp, panels and wood products business segments by 6.5%, 2.3% and 3.6%, respectively. In particular, as compared to 2014, our maintenance costs increased by 32.5%, or U.S.$68.3 million, and our chemical cost increased 11.4%, or U.S.$ 55.5 million, and in each case, these increases are mainly explained by the costs added by our new Montes del Plata mill which began its ramp-up process in June 2014. We have also experienced an increase in unit costs of pulp. In particular, our cost of sales per tonne of BKP, EKP and UKP increased 1.3%, 5.7% and 0.3%, respectively as compared to 2013. The cost of sales was partially offset because the cost of timber decreased 6.9%, or U.S.$60.0 million, and the indirect cost of production decreased 26.5%, or U.S.$45.6 million.

 

55


Table of Contents

Gross Profit

As a percent of total revenue, our gross profit increased from 30.9% in 2013 to 31.6% in 2014, primarily as a result of a 3.8% increase in revenue, which was partially offset by an 2.7% increase in cost of sales.

Other income

Other income decreased 4.2% from U.S.$385.1 million in 2013 to U.S.$368.9 million in 2014. Other income in 2013 included a gain of U.S.$17.7 million from sales of assets.

Distribution costs

Distribution costs increased 6.4% from U.S.$523.6 million in 2013 to U.S.$556.8 million in 2014, primarily due to a 3.6%, or U.S.$17.8 million, increase in total shipping and freight costs. This is explained by higher sales volume of our pulp, panels and wood products business segments by 6.5%, 2.3%and 3.6%, respectively. As a percentage of revenue, distribution costs remained stable, at 10.2% in 2013 and 10.4% in 2014.

Administrative expenses

Administrative expenses increased 1.1% from U.S.$544.7 million in 2013 to U.S.$550.8 million in 2014, primarily as a result of an increase in wages and salaries, other administrative expenses, IT services and professional fees of U.S.$3.3 million, U.S.$11.8 million, U.S.$5.4 million and U.S.$5.7 million, respectively. As a percentage of revenue, however, administrative expenses decreased from 10.6% in 2013 to 10.3% in 2014.

Finance costs

Finance costs increased 5.9% from U.S.$232.8 million in 2013 to U.S.$246.5 million in 2014. This increase was mainly due to an increase of U.S$16.4 million in interest expenses on our outstanding bonds, which reflects an increase in the amount of our outstanding bonds in 2014.

Exchange rate differences

Losses from exchange rate differences decreased U.S.$1.8 million from U.S.$11.8 million in 2013 to U.S.$10.0 million in 2014. See “—Economic Indicators in Chile, Argentina, Brazil, Uruguay, the United States and Canada—Argentina.”

Income tax

We recorded an income tax expense of U.S.$130.4 million in 2013 compared to U.S.$448.7 million in 2014. This increase is mainly explained by a direct charge in 2014 of approximately U.S.$292 million explained by the impact of a net increase in deferred liabilities attributable to the increase of the tax rate in accordance with Law No.20,780, in force since 2014. See “Item 3. Risk Factors—Risks Relating to Chile—A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.

Net income

Net income in 2014 decreased 65.6% from U.S.$418.6 million in 2013 to U.S.$144.2 million in 2014, due to the impact of the non-recurring charge on income taxes. See “Item 3- Risk Factors—Risks Relating to Chile—A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.

Liquidity and Capital Resources

Our primary sources of liquidity are funds from operations, domestic and international borrowings from commercial and investment banks and debt offerings in the domestic and international capital markets.

Arauco has a liquidity policy, approved by the Board of Directors, which maintains conservative criteria regarding Arauco’s liquidity management. Using a combination of different variables, we define scenarios, each of which has independent criteria for defining a minimum liquidity level.

We also have access to two committed credit facility lines, which total U.S.$320 million. The first line has an available amount of UF 2,885,000, or approximately U.S.$120.0 million, and matures on January 29, 2020. The second line has a maximum available amount of U.S.$200.0 million and matures on March 27, 2020. As of the date of this annual report, Arauco has not used any of these committed credit facility lines.

 

56


Table of Contents

Cash Flow from Operating Activities

Our net cash flow provided by operating activities was U.S.$853.7 million in 2015 and U.S.$985.2 million in 2014. This decline was principally due to a U.S.$70.3 million increase in payments to suppliers of goods and services, as well as a U.S.$ 50.5 million increase in income taxes paid, among others. This was partially offset by U.S.$104.5 million increase in the collection of sales of goods and services.

Our net cash flow provided by operating activities was U.S.$985.2 million in 2014 and U.S.$897.7 million in 2013. This increase was principally due to a U.S.$74.7 million decrease in other payments from our operating activities and a U.S.$ 74.2 million decrease in payments to employees, partially offset by an increase of U.S.$72.4 million in payments to suppliers.

Cash Flow Used in Investing Activities

Our net cash used in investing activities was U.S.$477.8 million in 2015 and U.S.$655.2 million in 2014. This decrease was principally due to a 30.1%, or U.S.$138.4 million, decrease in our purchases of property, plant and equipment, mainly explained by the completion of the Montes del Plata mill during the third quarter of 2014. Additionally, compared to 2014, there was a decrease of 85.1%, or U.S.$ 135.2 million, in loans to related parties.

Our net cash used in investing activities was U.S.$655.2 million in 2014 and U.S.$687.6 million in 2013. This decrease was principally due to a 28.8%, or U.S.$ 185.6 million, decrease in our purchases of property, plant and equipment, partially offset by an increase of U.S.$158.8 million used during 2014 for a loan to related parties.

Cash Flow Used in Financing Activities

Our net cash used in financing activities was U.S.$812.2 million in 2015, compared to U.S.$7.9 million used in 2014. During 2015 we received U.S.$280.9 million in loan proceeds, and we paid U.S.$949.2 million of principal of and interest on our debt, including U.S.$370 million in a U.S. dollar-denominated bond, and U.S.$150 million in the prepayment of debt held by our subsidiary Flakeboard in North America. In addition, we paid U.S.$143.0 million in dividends.

Our net cash used in financing activities was U.S.$7.9 million in 2014, compared to the U.S.$7.8 million used in 2013. During 2014 we received U.S.$1,035.6 million, and we paid U.S.$900.6 million of principal of and interest on our debt. In addition, we paid U.S.$141.1 million in dividends.

We believe that cash flow generated by operations, cash balances, borrowings from commercial banks and debt offerings in the domestic and international capital markets will be sufficient to meet our working capital, debt service and capital expenditure requirements for the foreseeable future. See “Item 4—Information on our Company—Capital Expenditures.”

Contractual Obligations

As is customary practice in the pulp industry, we generally do not have long-term sales contracts with our customers; rather, we maintain relationships with our customers, with whom we reach agreements from time to time on specific volumes and prices.

The following table sets forth certain contractual obligations as of December 31, 2015, and the period in which the contractual obligations come due.

 

     Payments Due by Period  
     Less than 1
year
     1-3 years      3-5 years      More than
5 years
     Total  
     (in thousands of U.S. dollars)  

Debt obligations(1)

     254,936         1,206,158         1,184,271         2,429,344         5,074,709   

Purchase obligations(2)

     31,287         2,692         0         0         33,979   

Capital (finance) lease obligations

     36,862         56,299         34,398         0         127,559   

Total

     222,576         1,292,710         1,218,669         2,429,344         5,163,299   

 

(1) Includes estimated interest payments related to debt obligations based on market values as of December 31, 2015.
(2) Excludes contracts entered into with independent contractors to perform operations on our behalf. Our payment obligations under such contracts are not pre-determined, but rather depend on the performance of certain variables. Accordingly, we cannot quantify our contractual obligations under such contracts.

Investing Activities

During 2015, our investment activities were mainly aimed at sustaining our existing property, plant and equipment, as well as our biological assets. Other investments included:

 

   

U.S.$18.6 million for the expansion project in our Carolina Particleboard Mill; and

 

   

U.S.$6.7 million for the new water treatment plan in the Arauco Mill.

 

57


Table of Contents

Financing Activities

During 2015, our principal financing activities were as follows:

 

   

On January 29, 2015, Arauco executed a committed credit facility for 2,885,000 UF, or approximately U.S.$120 million, with a local bank, which matures on January 29, 2020. On March 27, 2015, a committed credit facility for U.S.$ 200 million was entered into with a syndicate of three foreign banks, which matures on March 27, 2020. After these lines of credit were entered into, Arauco terminated two committed facilities for U.S.$ 320 million that had been entered into in 2012 and expired during the last quarter of 2015.

 

   

On April 20, 2015, we paid in full a U.S. dollar-denominated bond of U.S.$370 million.

 

   

On September 28, 2015, we extended the maturity of a credit agreement entered into with a foreign bank originally maturing in June 2016 to September 27, 2018, and reduced the spread over LIBOR.

 

   

On November 2, 2015, we prepaid in full a U.S.$ 150 million bank loan advanced to Flakeboard, maturing on November 1, 2017.

 

   

On December 30, 2015, we issued two series of bonds in Chile, with ten and thirty years maturity and UF 20 million (U.S.$ 76 million) principal amount each.

As of December 31, 2015, our current portion of our bank debt was U.S.$199.7 million of which 86.1% was U.S. dollar-denominated. As of December 31, 2015, our total non-current portion of our bank debt was U.S.$797.8 million of which 98.0% was U.S. dollar-denominated.

As of December 31, 2015, we guaranteed obligations of U.S.$566.5 million related to Montes del Plata, U.S.$270.0 million related to Arauco Argentina and U.S.$16.4 million related to Arauco Forest Brasil y Mahal. As of December 31, 2015, we also had total capital markets borrowings (including the current portion of such debt) of U.S.$3,180.3 million, 72.9% of which was U.S. dollar-denominated. As of December 31, 2015, the weighted average maturity of our non-current debt was 6.48 years. The interest rate on our floating rate debt is determined principally by reference to the London inter-bank offered rate (LIBOR), and as of December 31, 2015, the average interest rate for our U.S. dollar floating rate debt over six-month LIBOR was 1.8%. As of December 31, 2015, the average interest rate for our U.S. dollar fixed rate debt was 5.3%. These average rates do not reflect the effect of swap agreements.

The instruments and agreements governing our bank loans and local bonds set limits on our incurrence of debt and liabilities through the use of financial covenants. The principal financial covenants contained in the bank loan agreements in effect on December 31, 2015 are as follows:

 

   

Our debt to equity ratio must not exceed 1.2:1; and

 

   

Our interest coverage ratio must not be less than 2:1.

The principal financial covenant contained in the local bond agreements is:

 

   

Our debt to equity ratio must not exceed 1.2:1.

We were in compliance with all bank loan and bond covenants as of December 31, 2015. Our U.S. dollar-denominated bonds do not contain financial covenants.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

 

58


Table of Contents

TREASURY MANAGEMENT

We manage the treasury activities of all of our Chilean subsidiaries on a centralized basis. Our Chilean subsidiaries borrow from or lend money to us in accordance with their daily cash requirements or surplus, maintaining their cash balance close to zero. Our policy is not to allow our Chilean subsidiaries to invest in financial instruments and other transactions. We make decisions regarding short-term loans, short-term investments, currency transactions and other transactions on a consolidated basis. Treasury activities are governed by our cash and deposits policy, which is approved by the Board of Directors. The main principles of our cash and deposits policy are as follows:

 

   

investments must be in fixed income instruments;

 

   

investments must be in instruments from the Central Bank of Chile or from reputable financial institutions; and

 

   

transactions must be carried out only with banks or bank subsidiaries.

Our Argentine, Brazilian, Canadian and U.S. subsidiaries manage their treasury activities independently from us. Their activities are governed by corporate cash and deposit policies approved by our Chief Financial Officer. These policies are based on the same principles underlying our cash and deposits policy, and subject to compliance with local regulations, including foreign exchange controls.

HEDGING

We periodically review our exposure to risks arising from fluctuations in foreign exchange rates and interest rates and make a determination, on a case-by-case basis, at our senior management level whether or not to hedge such risks. Our Derivatives Policy establishes the minimum requisites our counterparties must meet, as well as proper procedures. As a result, from time to time we enter into currency and interest rate swaps with respect to a portion of our borrowings. See Note 23 to our audited consolidated financial statements. Arauco applies hedge accounting for financial instruments whose purpose is to hedge against foreign currency fluctuations.

Cross Currency Swap Agreements

We have outstanding the following cross currency swap agreements in Chile to hedge our local bonds issued in UF:

 

Bank

   U.F. notional
amount
     U.S.$ notional
amount
     Hedging Start
Date
   Maturity

Deutsche—England

     1,000,000         43,618,307       30-10-2011    30-10-2021

JP Morgan—N.A.

     1,000,000         43,618,307       30-10-2011    30-10-2021

Deutsche—England

     1,000,000         37,977,065       30-04-2014    30-04-2019

BBVA—Chile

     1,000,000         38,426,435       30-10-2014    30-04-2023

BBVA—Chile

     1,000,000         38,378,440       30-10-2014    30-04-2023

Santander—Chile

     1,000,000         37,977,065       30-10-2014    30-04-2023

BCI—Chile

     1,000,000         37,621,562       30-10-2014    30-04-2023

Corpbanca—Chile

     1,000,000         42,864,859       01-09-2010    01-09-2020

BBVA—Chile

     1,000,000         42,864,859       01-09-2010    01-09-2020

Deutsche—England

     1,000,000         42,864,859       01-09-2010    01-09-2020

Santander—Spain

     1,000,000         42,873,112       01-09-2010    01-09-2020

BBVA—Chile

     1,000,000         42,864,257       01-09-2010    01-09-2020

Corpbanca—Chile

     1,000,000         46,474,122       15-05-2012    15-11-2021

JP Morgan—N.A.

     1,000,000         47,163,640       15-11-2012    15-11-2021

BBVA—Chile

     1,000,000         42,412,852       15-11-2013    15-11-2023

Santander—Chile

     1,000,000         41,752,718       15-11-2013    15-11-2023

Deutsche—England

     1,000,000         41,752,718       15-11-2013    15-11-2023

Santander—Chile

     3,000,000         128,611,183       01-10-2014    01-04-2024

JP Morgan – U.K.

     1,000,000         43,185,224       01-10-2014    01-04-2024

Corpbanca—Chile

     1,000,000         43,277,070       01-10-2014    01-04-2024

BCI—Chile

     1,000,000         43,185,224       01-10-2014    01-04-2021

BCI—Chile

     1,000,000         43,196,695       01-10-2014    01-04-2021

TOTAL

     24,000,000         1,012,960,573         

 

59


Table of Contents

These cross currency swap agreements allow us to address uncertainties regarding exchange rates. Through these agreements, we receive cash flows in UF, which allow us to comply with the terms of our outstanding bonds and pay fixed amounts in U.S. dollars, the currency in which a significant amount of our assets are denominated.

The aggregate fair value of our cross currency swap agreements as of December 31, 2015 represented a liability of U.S.$ 205.6 million as compared to December 31, 2014, when they represented a liability of U.S.$110.0 million.

Zero Cost Collar Agreements

We have also analyzed our exposure to risks associated with fluctuations in the prices of commodities, including pulp and fuel oil. As of December 31, 2015, we had outstanding the following zero cost collar agreements to hedge fluctuations in the prices of fuel oil and diesel in Chile:

 

Bank   

Commodity

  

Amount

  

Hedging
Start Date

  

Maturity

JP Morgan—U.K.

   Fuel Oil N°6    674 Thousands Bbl.    01-01-2015    31-12-2015

JP Morgan—U.K.

   Diesel    29,465 Thousand Gall.    01-06-2015    31-05-2016

JP Morgan—U.K.

   Fuel Oil N°6    337 Thousand Bbl    01-01-2016    30-06-2016

The fair value of these agreements as of December 31, 2015 represented a liability of U.S.$16.8 million.

Commodity Swap Agreements

As of December 31, 2015, we have outstanding the following commodity swap agreements to hedge fluctuations in the prices of fuel oil in Uruguay:

 

Bank   

Commodity

  

U.S.$ Notional Amount

JP Morgan – N.A.

   Fuel Oil N°6    13,374,141(1)

DNB Bank ASA

   Fuel Oil N°6    5,770,950(1)

 

  (1) U.S.$ notional amount includes multiple contract agreements.

The fair value of these agreements as of December 31, 2015 represented a liability of U.S.$4.1 million for Arauco. The fair value shown in the table above represents 50% of total fair value, since these agreements were entered into by Montes del Plata (of which Arauco owns 50% of its shares).

Interest Rate Swap Agreements

We have outstanding the following interest rate swap agreements to hedge fluctuations in floating rates for long-term debt in Uruguay:

 

Bank   

Currency

  

U.S.$ Notional Amount

JP Morgan – N.A

   USD    135,033,619(1)

 

  (1) U.S.$ notional amount includes multiple contract agreements.

The fair value of this agreement as of December 31, 2015 represented an asset of U.S.$0.2 million for Arauco. We note that fair value shown in the table above is 50% of total fair value, since these agreements were entered into by Montes del Plata (of which Arauco owns 50% of its shares).

Forward Agreements

As of December 31, 2015, we have outstanding agreements in Argentina, Colombia and Uruguay to hedge fluctuations in their respective local currencies, as follows:

 

Bank    Exchange Rate    U.S.$ Notional Amount     Hedging Start Date   

Maturity

BBVA Banco Frances

   USD-ARG      8,606,250      08-09-2015    31-05-2016

Corpbanca Colombia

   USD-COP      4,000,000      11-11-2015    01-02-2016

BBVA Colombia

   USD-COP      9,000,000      03-12-2015    01-03-2016

Banco Santander Uy

   USD-UYU      33,000,000 (1)    —      —  

JPMorgan Chase Bank, N.A.

   USD-UYU      2,000,000 (1)    —      —  

Citibank U.K.

   USD-UYU      4,410,000 (1)    —      —  

Citibank Uruguay

   USD-UYU      4,500,000      13-03-2015    10-03-2016

HSBC Uruguay

   USD-UYU      14,350,000 (1)    —      —  

 

  (1) U.S.$ notional amount includes multiple contract agreements.

 

60


Table of Contents

The fair value of these agreements as of December 31, 2015 represented an asset of U.S.$2.2 million for Arauco, which includes 50% of total fair value for agreements entered into by Montes del Plata (of which Arauco owns 50% of its shares).

RESEARCH AND DEVELOPMENT

We spent U.S.$2.6 million in 2013, U.S.$3.1 million in 2014 and U.S.$2.6 million in 2015 on research and development. We conduct our principal research and development programs through our subsidiary, Bioforest, which concentrates its efforts on applying and implementing advanced technologies to the specific characteristics of our forests and mills.

In our Forestry product business segment, we are continuously researching and attempting to develop different strains of long-fiber pine and short fiber eucalyptus trees to improve their quality and to shorten their average harvest cycle. Additionally, we maintain close relations with certain international research institutes and the scientific community that participate in our industry. Bioforest has increased the growth rate of our radiata pines, eucalyptus globulus and eucalyptus nitens, adding more value to our plantations.

In the pulp and panels business segments, Bioforest has been adding value to Arauco through researching and developing new technologies in order to produce our goods in a more efficient way and improve the quality of our products, to use them in new ways and to create a better understanding and knowledge of our process.

 

61


Table of Contents

TREND INFORMATION

From December 31, 2015 to March 31, 2016, prices for softwood decreased by 1.73%, reaching U.S.$789.47 per tonne, while prices for hardwood decreased by 6.61% to U.S.$736.79 per tonne. The depreciation of the Chinese yuan during 2015 continues to have repercussions on prices in 2016, although the Chinese yuan has slightly appreciated 0.41% during the first three months of the year. Hardwood prices have been under pressure by increased supplies to the markets while demand has remained stable. Average prices in Europe and the Middle East have also declined, although less than in China.

For the panel business, we expect the market for PBO to remain stable and demand for MDF to increase. Sales of MDF and PBO in Argentina are expected to remain stable. Uncertainty regarding Brazil may impact regional markets. North America has maintained its dynamism, in spite of growing supplies from countries with depreciated currencies

Although wood products experienced a decline in sales during the second half of 2015, we expect sales to regain their momentum and stabilize. Our moldings in North America have maintained solid demand. In Latin America, our sales have remained stable and we have increased our market share. Prices may be affected by increased competition from countries whose local currency has depreciated during 2015, although many have appreciated throughout the last three months, such as the Brazilian real.

For more information regarding trends in our business, see “Item 5. Operating and Financial Review and Prospects—Overview” and “—Exchange Rate Fluctuations.” For risks affecting our business, see “Item 3. Key Information—Risk Factors.”

 

62


Table of Contents

Item 6. Directors, Senior Management and Employees

DIRECTORS AND EXECUTIVE OFFICERS

Directors

A Board of Directors manages our business. Our estatutos (by-laws) require that the Board of Directors consist of nine directors. Our directors cannot also be our executives. The entire board is elected every three years and can be re-elected for any number of periods. The current board was elected in April 2016, and their terms will be renewed in April 2019. The board may appoint replacements to fill any vacancies that occur during periods between elections; however, at the annual shareholders’ meeting following any such replacement, an election of the entire board must take place. Scheduled meetings of the Board of Directors are generally held once a month. Extraordinary board meetings are called when summoned by the Chairman or when requested by at least two directors. We have not entered into any contracts with our current directors to provide any benefits upon the termination of their relationship with us. We do not have a compensation committee.

Our current directors are listed below.

 

Name

  

Years as Director

  

Position

  

Age

Manuel Bezanilla

   29    Chairman    71

Roberto Angelini

   29    First Vice-Chairman    67

Jorge Andueza

   22    Second Vice-Chairman    67

José Rafael Campino

   6    Director    63

Alberto Etchegaray

   22    Director    70

Eduardo Navarro

   8    Director    50

Timothy C. Purcell

   11    Director    56

Franco Mellafe

   1    Director    40

Juan Ignacio Langlois

   0    Director    48

Included below are brief biographical descriptions of each of our directors.

Manuel Bezanilla became a Director on April 30, 1986 and became Chairman of the Board of Directors on April 23, 2013. He served as Second Vice-Chairman of the Board of Directors from May 4, 2007 to April 23, 2013. He is also a partner of the law firm Portaluppi, Guzmán y Bezanilla. He serves as Chairman of the board of Forestal Arauco and serves as a member of the boards of directors of Pesquera Iquique-Guanaye S.A., AntarChile and Inversiones Siemel S.A. Mr. Bezanilla holds a law degree from the Catholic University of Chile.

Roberto Angelini became a Director on April 30, 1986 and became First Vice-Chairman of the Board of Directors on May 4, 2007. He served as Vice-Chairman of the Board of Directors from April 18, 1991 to January 4, 2005, when he voluntarily resigned, and as Second Vice-Chairman of the Board of Directors from January 27, 2005 to May 4, 2007. He serves as Chairman of the board of directors of Empresas Copec, COPEC, AntarChile, Corpesca S.A., Pesquera Iquique-Guanaye S.A., Inversiones Alxar S.A. and Servicios Corporativos Sercor S.A. He also serves as a member of the boards of directors of Forestal Arauco, Empresa Pesquera Eperva S.A., Orizon S.A. and Inversiones Siemel S.A. Mr. Angelini holds a degree in civil engineering from the Catholic University of Chile.

Jorge Andueza became a Director on April 11, 1994 and was appointed Second Vice-Chairman of the Board of Directors on April 23, 2013. He is also the Chief Executive Officer of AntarChile, the Chairman of the board of directors of Inversiones Siemel S.A. and Orizon S.A., and serves as a member of the boards of directors of COPEC, Empresas Copec, Forestal Arauco, Empresa Pesquera Eperva S.A., Corpesca S.A., Pesquera Iquique-Guanaye S.A., Organización Terpel S.A. and Servicios Corporativos Sercor S.A. Mr. Andueza holds a degree in electronic civil engineering from Federico Santa María Technical University.

José Rafael Campino became a Director on March 23, 2010. He is currently Chairman of the board of directors and Chief Executive Officer of Forestal del Sur S.A., a member of the board of directors of Forestal Los Lagos S.A. and Forestales Regionales S.A., Managing Partner of Forestal Atlántico Sur S.A.R.L. in Montevideo, Uruguay and former President of the Corporación Chilena de la Madera (Chilean Forestry Association). Mr. Campino holds a degree in civil engineering from the Catholic University of Chile and Master of Science degree in management from Stanford University.

 

63


Table of Contents

Alberto Etchegaray became a Director on April 11, 1994 and served as Chairman of the Board of Directors from January 4, 2005 to May 4, 2007, when he voluntarily resigned. He is also a partner of Domet Ltda., the Chairman of the board of directors of Inversiones La Construcción S.A. and Red Salud S.A., and the Vice Chairman of the Board of Directors of Salfacorp S.A. He served as the Chilean Minister of Housing for four years. Mr. Etchegaray holds a degree in civil engineering from the Catholic University of Chile.

Eduardo Navarro became a Director on September 25, 2007. He is also the Chief Executive Officer of Empresas Copec S.A., the Chief Executive Officer of Pesquera Iquique-Guanaye S.A., and serves as a member of the board of directors of COPEC, Abastible S.A.,, Corpesca S.A., Orizon S.A., Inversiones Alxar S.A., Inversiones Laguna Blanca S.A., Inversiones del Nordeste S.A. and Colbún S.A. Mr. Navarro holds degrees in commercial engineering and economics, and a master’s degree in economics, all from the Catholic University of Chile.

Timothy C. Purcell became a director on April 26, 2005. He is also Managing Partner of Linzor Capital Partners, LP. Mr. Purcell currently serves as a member of the board of directors of Komax, S.A., Tip de México, S.A. de C.V., and Corporación Santo Tomás. He is also a director of Enseña Chile, a Trustee of International House in New York and a Trustee of the Chilean chapter of The Nature Conservancy. Mr. Purcell received an undergraduate degree with distinction in Economics from Cornell University, as well as a Master’s Degree in International Studies from the University of Pennsylvania and a master’s degree in business (MBA) from Wharton Business School.

Franco Mellafe became a director on April 21, 2015. He has also served as member of the board of directors of Inversiones Angelini y Compañía Limitada since July 2013. Mr. Mellafe holds a Master’s Degree in Business Administration from Babson College and an undergraduate degree in Business Administration from Gabriela Mistral University. Before joining our Board of Directors, Mr. Mellafe worked for twelve years in different positions in Arauco.

Juan Ignacio Langlois became a director on April 26, 2016. He is also Partner of Tyndall Group. Mr. Langlois currently serves as a member of the board of directors of Metrogas S.A. and the Instituto Chileno de Administración Racional de Empresas (ICARE). He also serves as alternate director of Minera Las Cenizas S.A. Mr. Langlois received a law degree with maximum distinction from the Universidad de Chile School of law as well as a master’s degree in business administration (MBA) from the Kenan-Flagler Business School, University of North Carolina at Chapel Hill.

Executive Officers

Our executive officers are appointed by the Board of Directors and hold office at its discretion. Our current principal executive officers and the directors of each area or department are listed below.

 

Name

 

Years with
Arauco

  

Position

  

    Age    

Matías Domeyko(1)

  27    Chief Executive Officer    54

Cristián Infante

  20    President and Chief Operating Officer    49

Gianfranco Truffello

  21    Chief Financial Officer    48

Robinson Tajmuch

  25    Senior Vice-President Comptroller    59

Camila Merino

  5    Senior Vice-President Human Resources and EHS    48

Franco Bozzalla

  26    Senior Vice-President Wood Pulp and Energy    53

Charles Kimber

  30    Senior Vice-President Commercial & Corporate Affairs    54

Antonio Luque

  24    Senior Vice-President Timber and Panels    59

Alvaro Saavedra

  24    Senior Vice-President Forestry    60

Gonzalo Zegers

  8    Senior Vice-President International and Business Development    55

Felipe Guzmán

  7    General Counsel    46

 

(1) Matías Domeyko worked at Arauco from 1987 to 1994. He rejoined Arauco in 1997.

Included below are brief biographical descriptions of each of our executive officers and the directors of each area or department.

Matías Domeyko is the Chief Executive Officer of Arauco. Mr. Domeyko worked at Arauco from 1987 to 1994, and then rejoined in 1997 as our Chief Financial Officer. In 2005, Mr. Domeyko assumed the position of Chief Executive Officer of Arauco. He previously served as the Director of Development of Copec. Mr. Domeyko holds a degree in commercial engineering from the University of Chile.

Cristián Infante is the President and Chief Operating Officer of Arauco, a position that was created by Arauco in July 2011. He joined Arauco in 1996 as a woodpulp sales representative, and in 1998 was appointed sales manager for industrial lumber and remanufactured products of Forestal Arauco. He then moved to Centromaderas S.A. where he worked until 2001. Mr. Infante later served as the Corporate Management & Development Director and the Atlantic Region Managing Director. Mr. Infante holds a degree in civil engineering from the Catholic University of Chile.

 

64


Table of Contents

Gianfranco Truffello is the Chief Financial Officer of Arauco. He joined Arauco in 1994 and was previously our Finance Manager. He also served as the Chief Financial Officer of Arauco Argentina S.A. Mr. Truffello holds a degree in civil engineering from the Catholic University of Chile and a master’s degree in business administration from the Massachusetts Institute of Technology.

Robinson Tajmuch is the Senior Vice-President Comptroller of Arauco. He joined Arauco in 1991 and was previously our Comptroller. Before joining Arauco, he served as Auditing Manager at Price Waterhouse. Mr. Tajmuch holds a degree in accounting and auditing from the Santiago University of Chile.

Camila Merino is the Senior Vice-President Human Resources and EHS of Arauco. Prior to joining Arauco, Ms. Merino served as the Labor Minister of the Chilean government. She also served as Chief Executive Officer at Metro de Santiago and Corporate Vice President at SQM. Ms. Merino holds a degree in civil engineering from the Catholic University of Chile and a master’s degree in business administration from the Massachusetts Institute of Technology.

Franco Bozzalla is the Senior Vice-President Woodpulp and Energy of Arauco. He joined Arauco in 1990. He was formerly a sales representative of Forestal Arauco and the Panels Area Managing Director. Mr. Bozzalla holds a degree in civil engineering from the Catholic University of Chile.

Charles Kimber is the Senior Vice-President Commercial & Corporate Affairs of Arauco. He graduated from the Catholic University of Chile with a degree in Commercial Engineering and joined Arauco in 1986, where he has held several positions in sales. He was previously Managing Director of Arauco Wood Products Inc.

Antonio Luque is the Senior Vice-President Timber and Panels of Arauco. He joined Arauco in 1993. Before joining Arauco, he was the General Manager of Cabildo S.A. and a research engineer at Compañía Industrial. Mr. Luque holds a degree in civil engineering from the University of Chile.

Alvaro Saavedra is the Senior Vice-President Forestry of Arauco. He joined Arauco in 1991. Previously, he was the Director of Development of Forestal Arauco. He holds a degree in civil engineering from the University of Chile and a master’s degree in science from the University of London.

Gonzalo Zegers is the Senior Vice-President International and Business Development of Arauco. He joined Arauco in 2008. Before joining our Company, he was the general manager of Agrofruta S.A. from 1991 to 1995, Chief Financial Officer (1995-1996) and Chief Executive Officer (1996-2005) of MASISA, and Chief Executive Officer of ATC Panels Inc. (USA) until 2008. Mr. Zegers holds a degree in commercial engineering from the Santiago University of Chile.

Felipe Guzmán is the General Counsel of Arauco. He joined Arauco in December 2008. Before joining our Company, he worked at the law firm Portaluppi, Guzmán & Bezanilla (1996-2008), and he spent a year as an International Associate at Simpson, Thacher & Bartlett in New York (2000-2001). Mr. Guzmán holds a law degree from Finis Terrae University, and a Master of Law from Duke University.

Compensation

For 2015, the aggregate compensation of all our directors and executive officers and senior managers paid or accrued in that year for services in all capacities, including salaries and compensation for their service to those executive officers who serve as directors, was U.S.$1.1 million. We do not maintain any pension or retirement programs or incentive compensation plans for our directors or executive officers. We also do not maintain any plans providing for benefits upon termination of employment. The following table sets out the compensation of our directors for their services as directors in the years provided.

 

Name

   2014      2015  

Manuel Bezanilla

   U.S.$ 198,191       U.S.$ 173,830   

Roberto Angelini

     136,881         124,329   

Jorge Andueza

     136,881         124,329   

José Tomás Guzmán

     121,639         110,532   

Cristián Infante

     99,913         74,864   

Matías Domeyko

     87,274         63,336   

Jorge Garnham M.

     60,669         62,929   

José Rafael Campino

     61,126         55,196   

Alberto Etchegaray

     60,969         55,196   

Eduardo Navarro

     61,126         55,196   

Timothy C. Purcell

     61,126         55,196   

Franco Mellafe

        36,345   

Alvaro Saavedra

     39,244         19,528   

 

65


Table of Contents

Name

   2014      2015  

Nicolás Majluf

     61,126         14,018   

Jorge Serón

     4,063         11,528   

Robinson Tajmuch

     23,244         11,528   

Antonio Luque

     26,605         8,000   

Gonzalo Zegers

     16,000         8,000   

Franco Bozzalla

     29,514         7,616   

Pablo Ruival

     12,900         3,000   

Sergio Gantuz

     12,900         3,000   

Eduardo Zañartu

     12,639         2,932   

Charles Kimber

     29,848         —     

Gianfranco Truffello

     10,605         —     
  

 

 

    

 

 

 

Total Compensation

     1,364,483         1,080,428   
  

 

 

    

 

 

 

 

66


Table of Contents

Board Practices

In 2013, we created an audit committee, which is composed of two directors, Jorge Andueza and Timothy C. Purcell, as well as the Chief Executive Officer of Arauco, the Chief Operating Officer of Arauco, the Senior Vice-President Comptroller of Arauco and the General Counsel of Arauco. Our securities are not listed on any U.S. national securities exchange and, therefore, we are not subject to the rules relating to audit committees imposed by the Sarbanes-Oxley Act of 2002, as amended. In the Board of Director´s Meeting of November 24, 2015, it was agreed to reinforce the role of the audit committee, giving it new powers and amplifying its members. It is now composed by three directors: Jorge Andueza, Timothy C. Purcell, and Eduardo Navarro, as well as the Chief Executive Officer of Arauco, the President and Chief Operating Officer of Arauco, the Senior Vice-President Comptroller of Arauco, and the General Counsel of Arauco. It was also agreed that it would report to the Board of Directors on a biannual basis.

We also have an ethics committee that ensures compliance with our ethics code, which defines, promotes and regulates behavior of professional and personal excellence consistent with our philosophy and values to be followed by all our staff.

Employees

The following table provides a breakdown of our employees by main category of activity as of the end of each year in the three-year period ended December 31, 2015.

 

     As of December 31,  
     2013      2014      2015  

Executives

     371         391         446   

Professionals and Technicians

     4,152         4,257         4,621   

Workers

     8,801         8,928         9,681   
  

 

 

    

 

 

    

 

 

 

Total

     13,324         13,576         14,748   
  

 

 

    

 

 

    

 

 

 

Under Chilean and Brazilian labor legislation, we are secondarily liable for the payment of labor and the social security obligations owed to employees of our contractors. In Chile, in the event that we do not exercise the rights granted to us by the labor laws regarding the supervision of our contractors in their compliance of their labor and social security obligations, then our responsibility is elevated from secondary to joint and several, thus enabling an employee of a contractor to bring a claim relating to these obligations against both the contractor and to us, as the party hiring such contractor, although the contractor would remain primarily liable for such obligations. Furthermore, as a general rule, we are also responsible for some of the health and safety conditions of the contractors’ workers, and we are obligated to supervise the compliance by our contractors with all obligations related to such conditions while such workers are performing activities for us within our corporate purpose.

In Argentina, substantially similar joint liability rules apply to a principal and its contractors. In addition, national rural labor law, Law No. 26,727, promulgated on December 28, 2011 and fully operational in March 2013 after publication of certain relevant regulations, permits contractor employees under forestry contracts to bring actions directly against the principal to whom the employees’ services are being provided, instead of requiring them to bring actions against the contractor. For work or services related to the ordinary production process of a principal, the law provides that an employment relationship exists between the principal and the employee of the contractor.

Approximately 34% of our employees in Chile, 47% of our employees in Argentina, 23% of our employees in Uruguay, almost 100% of our employees in Brazil and none of our employees in the United States or Canada were unionized as of December 31, 2015. We negotiate collective bargaining agreements of two, three or four years’ duration with unionized employees.

We have stable employee relations in Chile, Argentina, Brazil, the United States and Canada. Our Chilean operations have not experienced any work stoppages in the last five years other than (i) four separate occasions of transportation contractors blocking the entrance of our Horcones Complex on January 13, February 17, March 24, and September 21, 2015; (ii) a one-day stoppage at the Valdivia Pulp Mill in June and an eight-day stoppage in September 2014, caused by employees of third party service providers, (iii) four separate occasions of transportation contractors blocking the entrances of our Horcones complex on February 24 and 25, September 3, October 22 and 23, and November 20, 2014, (iv) a four-day stoppage at the Arauco plywood mill in January 2013, caused by employees of third-party contractors and (v) a four-day work stoppage in July 2012 at our Arauco plywood mill located in Arauco, during which production resumed partially after the second day; which was caused by the employees of our third-party forestry contractors at each of the respective facilities. During 2015, the pulp union carried out three work stoppages and blockade; the first event occurred on May 25 for three days, the second on August 3, lasting three days; and the last one on September 1, which lasted 14 days.

Our Argentine operations have not experienced any work stoppages in the last five years other than (i) a three-day stoppage at Arauco Argentina’s chemical mill in March 2011, as a result of a strike by the chemical union; (ii) a 27-day stoppage at Arauco Argentina’s Zarate mill in April 2013, as a result of a strike by the construction union; (iii) a two-day stoppage at Arauco Argentina’s chemical mill in May 2013, as a result of a strike by the Santa Fe Federation of Labour; (iv) a one-day stoppage at Arauco Argentina’s

 

67


Table of Contents

pulp mill in June 2013 and a three-day stoppage at Arauco Argentina’s pulp mill in October 2013, both as a result of a strike by the pulp union; (v) a four-day stoppage at Arauco Argentina’s pulp mill in December 2014, as a result of a strike by the pulp union; (vii) a five-day stoppage at Arauco Argentina’s mill in Misiones in January 2015, as a result of a road blockage lead by the truckers union; (viii) a 6-hour stoppage in Arauco Argentina’s mill in Zarate; and a stoppage of 3 days during May 2015 and August 2015, as well as a 14-day stoppage during September in Arauco Argentina’s pulp mill, Alto Paraná.

Our Brazilian operations have not experienced any work stoppages in the last five years.

In September 2011, we experienced a 21-day work stoppage of construction at the Montes del Plata joint operation in Uruguay. In 2012, we experienced approximately 17 days of work stoppages and in 2013, approximately 33 days of work stoppages during the construction at Montes del Plata. These stoppages were caused by national and local strikes, related to various labor conflicts mostly of Montes del Plata subcontractors.

During the last four years, there have been no strikes or other material work stoppages at our U.S. and Canadian subsidiaries.

SHARE OWNERSHIP

Our First Vice-Chairman, Roberto Angelini, owns directly and indirectly 29.7% of Inversiones Angelini y Compañía Limitada (“Inversiones Angelini”), which is the principal shareholder of AntarChile. He directly owns 0.2% of AntarChile. Through his direct and indirect interests in Inversiones Angelini, AntarChile and Empresas Copec, Roberto Angelini beneficially owns 15.2% of our shares.

None of our other directors or executive officers beneficially owns 1% or more of our shares.

 

68


Table of Contents

Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Our only outstanding voting securities are shares of common stock of a single series, without nominal (par) value. The following table sets forth certain information concerning ownership of our common stock, as of April 27, 2016, with respect to each shareholder known by us to own more than 5% of the outstanding shares of our common stock and all of our directors and executive officers, as a group.

 

     Number of Shares
Owned
     Percentage
Ownership
 

Empresas Copec

     113,134,814         99.98   

Directors and executive officers of our Company, as a group

     —          —    

Through its ownership of our Common Stock, Empresas Copec currently has voting control over us.

Empresas Copec is a Chilean public company listed on the Santiago Stock Exchange, the Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. It is a holding company, the principal interests of which are in Arauco, gasoline distribution, electricity, gas distribution, fishing and mining. Before October 1, 2003, Empresas Copec’s legal name was Compañía de Petróleos de Chile S.A. As of that date, Compañía de Petróleos de Chile S.A. transferred all its gasoline and fuel-related business assets to a new subsidiary, Compañía de Petróleos de Chile COPEC S.A., and changed its legal name to Empresas Copec S.A. As of December 31, 2015, AntarChile owned 60.8% of Empresas Copec.

Through its ownership in Empresas Copec, AntarChile beneficially owned 60.8% of our shares as of December 31, 2015. As of April 27, 2016, AntarChile beneficially owned 60.8% of our shares. Inversiones Angelini in turn owns 63.4% of AntarChile’s shares, and certain other related investors own an additional 10.52% of AntarChile. Inversiones Angelini and such other investors are defined herein as the “Angelini Group.”

The principal equity owners of interest in Inversiones Angelini are Mrs. María Noseda Zambra with 10.9%, Mr. Roberto Angelini Rossi directly and indirectly with 29.7%, and Mrs. Patricia Angelini Rossi directly and indirectly with 24.3%.

As of December 31, 2015 and April 27, 2016, the Angelini Group controlled Arauco through the ownership structure described above.

RELATED PARTY TRANSACTIONS

We engage in a variety of transactions in the ordinary course of business with related parties. Related parties include, among others, directors, officers and affiliates of our Company. The norms for transactions with related parties by and among public corporations and their subsidiaries are mainly regulated by Title XVI of the Chilean Companies Act, or Title XVI, which was included by Law No. 20,382 published in the Official Gazette on October 20, 2009, and articles 44 and 89 of the Chilean Companies Act. Title XVI requires that our transactions with related parties contribute to our Company’s interest and be on a market basis or on terms similar to those prevailing in the market. In addition, Title XVI provides that related party transactions must be approved by an informed majority of the disinterested members of the Board of Directors. If a majority of the disinterested directors abstains from voting on a particular transaction, the transaction must be approved by a unanimous vote of the non-abstaining disinterested directors or by two-thirds of the shares with voting rights. Resolutions approving any such transactions must be reported to our shareholders at the next annual shareholders’ meeting.

Notwithstanding the above, in accordance with Article 147 of the Chilean Companies Act, our Board has resolved that the following transactions with related parties do not need to follow the procedure set forth in the previous paragraph: (i) transactions which do not involve material amounts; (ii) transactions with affiliates in which we control 95% or more of the equity; and (iii) transactions that are considered by our Board to be performed in the ordinary course of our business in accordance with our general policy of customary dealings, which was approved by our Board on December 29, 2009 and is available to shareholders at our main office and is published on our website, at www.arauco.cl.

 

69


Table of Contents

Article 146 of the Chilean Companies Act defines related party transactions as negotiations, acts, contracts or transactions between a company and any other person or entity that involve the following:

 

   

directors or officers of a corporation (or their respective spouses and certain other relatives) acting on their own or on behalf of persons different from the corporation;

 

   

directors or officers of a corporation (or their respective spouses and certain other relatives) who have a direct or indirect ownership interest of at least 10% of the equity shares of the other company or are also directors or officers of such other company;

 

   

persons who have been in the last 18 months previous to the transaction, directors or officers of the corporation; and

 

   

“related persons” of the corporation, as defined in article 100 of the Chilean Securities Markets Law.

Article 100 of the Chilean Securities Markets Law establishes that the following are “related persons” to a company: (i) the entities of the grupo empresarial (corporate group) to which such company belongs; (ii) the entities that are either parent company, subsidiary, owners of at least 10% of the equity of a company or other companies in which the company owns at least 10%; (iii) directors or officers of the company (or their respective spouses and certain other relatives); (iv) any person who, individually or with other persons under a voting agreement can designate at least one member of the management of the company or control at least 10% of the capital of such company; and (v) any other person who is indicated as such by the Chilean Superintendencia de Valores y Seguros, in accordance with certain parameters established by the above-mentioned Article 100.

Our transactions with affiliates include the following:

 

   

We purchase goods and services that may also be provided by other suppliers. Among the most significant are our fuel purchases from COPEC, a subsidiary of Empresas Copec, our majority shareholder; and

 

   

We purchase port services from our 20.2% affiliates Puertos y Logística S.A. (formerly Puerto de Lirquén S.A.) and Puerto Lirquén S.A. (formerly Portuaria Sur de Chile S.A.), and our 50% affiliate Compañía Puerto de Coronel S.A.;

 

   

We purchase from EKA Chile, a chlorate sodium supplier, which is 50% controlled by Arauco, and we provide EKA Chile with electricity; and

 

   

We obtain legal services from Portaluppi, Guzmán y Bezanilla, a law firm of which one of our directors, Manuel Bezanilla is a partner. In addition, José Tomás Guzmán, a former director who resigned in December 2015, is also a partner of such firm.

Financial information concerning transactions with affiliates is included in Note 13 to our audited consolidated financial statements.

 

70


Table of Contents

Item 8. Financial Information

See “Item 18—Financial Statements.”

EXPORT SALES

Export sales constituted 62.1% of our revenue for the year ended December 31, 2015. Our total export revenue for 2015 was U.S.$3,194.7 million. Our principal overseas markets are Asia, North America and Western Europe. See “Item 4. Information on our Company—Description of Business—Domestic and Export Sales.”

LEGAL PROCEEDINGS

From time to time, we have been subject to environmental proceedings related to allegations by the Chilean environmental regulators and private parties. We are also subject to certain other legal proceedings arising from the ordinary course of our business. For more information regarding the environmental proceedings and other legal proceedings arising from the ordinary course of business, see Note 18 to our audited consolidated financial statements.

While Chilean law in general provides that only individuals can be convicted in criminal actions, Chilean Law No. 20,393, which was published in the Official Gazette on December 2, 2009, provides an exception to this general rule, under which criminal responsibility of legal entities can be established for criminal offenses related to the financing of terrorism, asset laundering or bribery. We do not have knowledge of any fact that could result in our criminal responsibility under such law.

Valdivia Mill

Our operations at the Valdivia Mill have been subject to continued environmental scrutiny by Chilean environmental regulators and the Chilean public since the mill began its operations in 2004. There were allegations of a causal connection between the migration and death of black-neck swans and the operations at the Valdivia mill, and in a study dated April 18, 2005, researchers at the Austral University in Valdivia concluded that wastewater discharges from the Valdivia Mill had significantly altered the quality of the Cruces River. The study also concluded that the effluent discharges were a significant contributing factor in the death or migration of a large population of the black-necked swans in the Carlos Anwandter Nature Sanctuary downstream from the Valdivia Mill. In April 2005, the National Defense Council instituted a civil lawsuit seeking reparations, damages and indemnification from us for environmental harm allegedly caused by the discharges from the Valdivia Mill. In response, we argued to the court that this action should be rejected, as several studies have demonstrated that there is no relationship between the alleged damages and the operation of the Valdivia Mill. The National Defense Council did not quantify the damages it was seeking in connection with the Valdivia Mill lawsuit. On July 27, 2013, a civil court of Valdivia ruled that the alleged environmental events were mainly caused by the Valdivia Mill. We decided not to appeal this ruling, in order to create the conditions to shortly begin an effective implementation of measures in favor of that Nature Sanctuary, without the delay of further legal deadlines. In April 2014, we agreed with and paid the National Defense Council an indemnification amount of approximately U.S.$5,000,000. This is in addition to another amount of U.S.$5,000,000, which was designated for social programs for the benefit of the community of Valdivia.

There are four additional measures ordered by the ruling that were discussed by the members of the Social Council, which includes representatives from Arauco, the National Defense Council, academic institutions, NGOs and public authorities. These measures are: (i) conducting a study, within one year, undertaken by an interdisciplinary committee of experts, about the current status of the wetland; (ii) creating an artificial sentinel wetland for representative species, upriver from the discharge of effluents; (iii) implementation of a monitoring program of environmental impact, within a five-year period; and (iv) creating a new research center focused on wetlands (Centro de Investigación de Humedales).

In June 2005, we suspended operations at the Valdivia Mill until certain technical and legal conditions could be clarified with the applicable regulatory authorities. We estimate this suspension resulted in a loss of sales of approximately U.S.$1.0 million per day and a loss of profits of approximately U.S.$250,000 per day. Pursuant to the decision of our Board of Directors, based on certain clarifications provided by the Regional Environmental Commission, or COREMA of the Tenth Region of Chile, the mill resumed operations in August 2005, after 64 days of suspended operations, at 80% of its authorized production capacity. In order to achieve the full production capacity authorized by applicable permits, the mill had to fulfill certain new requirements established by the COREMA. On January 18, 2008, the COREMA authorized the Valdivia Mill to return to its annual authorized production capacity of 550,000 metric tonnes. The mill gradually increased its production over a four-month period starting in March 2008 and reached full capacity in June 2008. The suspension of operations at the Valdivia Mill in 2005 adversely affected our business, financial condition, results of operations and cash flows. Any future suspension of operations at the Valdivia Mill or at any other of our significant operating plants can be expected to have similar adverse effects. We offer no assurance that the Valdivia Mill, or our other mills, will be able to operate without further interruption. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry

 

71


Table of Contents

Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows” and “Item 4. Information on our Company—Description of Business—Pulp—Pulp mills—Chile—Valdivia Mill.”

In June 2007, we were required to submit to the COREMA of the Tenth Region of Chile an environmental impact study for the implementation of substantial technological improvements on the quality of the effluents generated by the Valdivia Mill. On June 30, 2008, the COREMA approved that environmental impact study. However, the approval was subject to certain conditions that, in our opinion, adversely affected the feasibility of the project. For such reason, we filed a recurso de reclamación (appeal) before the Board of Directors of CONAMA, challenging the conditions imposed by the COREMA. Our administrative appeal was partially accepted by the CONAMA, which upheld some of the conditions that we believed would adversely affect the feasibility of the project. Consequently, on September 17, 2009, we presented another appeal before the relevant courts. On December 5, 2012, the Environmental Evaluation Service of the Tenth Region of Chile authorized certain changes to the project based on the implementation of certain technological improvements. On November 9, 2012, we withdrew our appeal. The court approved the withdrawal on November 29, 2012.

In February 2009, as previously required by the environmental authority, we submitted to the COREMA of the Fourteenth Region of Chile an environmental impact study for the construction of a pipeline to discharge the Valdivia Mill’s wastewater in the Pacific Ocean near Punta Maiquillahue, complying with the requirement that such wastewater be discharged in a body of water other than the Cruces River, the Carlos Anwandter Nature Sanctuary or their respective sources. In February 2010, the environmental authority approved this environmental impact study subject to additional conditions, certain of which we challenged before the Board of Directors primarily because they would have prohibited the discharge of wastewater into the Cruces River under any circumstance, including emergencies. On October 23, 2012, the Committee of Ministers passed Exempt Resolution No. 1052, which upheld in part our appeal in permitting the discharge into the Cruces River upon the occurrence of certain contingencies that may affect the normal functioning of the conduction system and/or outfall, including bombings or sabotage, natural disasters, or accidents caused by third parties. On March 29, 2010, two Chilean individuals filed a recurso de participación ciudadana (reclamation action) before the environmental authority, challenging Exempt Resolution No. 27/2010. On April 30, 2013, the Committee of Ministers passed Exempt Resolution No. 391, which upheld in part such reclamation action, modifying paragraph 4.8.3 and updating tables 8, 9.a and 9.b, all of the Exempt Resolution No. 27/2010 (thereby establishing effluent discharge limits for 13 parameters, including total chromium, total hydrocarbons, sulfur, oil and grease, suspended solids and phosphorus).

As stated in the environmental impact study, the construction of this pipeline will commence once (i) the COREMA (or the relevant environmental authority under the Chilean Environmental Law) approves the environmental impact study in its final form, and (ii) all necessary permits for the construction of the pipeline have been issued by the competent authorities. In the environmental impact study, we estimated that the construction of the pipeline will take 24 months. Once the construction of the pipeline has been completed, we will conduct a 6-month trial phase of the pipeline and will then begin normal operations.

The construction and operation of the pipeline remain subject to many environmental, regulatory, engineering and political uncertainties. As a result, we cannot provide any assurances that the project will be finally completed. If the installation of the pipeline is delayed for reasons attributable to us, we may face sanctions that include warnings, fines or the revocation of the Valdivia Mill’s environmental permit for operation. Alternatively, if any delays are attributable to reasons beyond our control, we believe that the environmental authorities should extend the applicable deadlines. However, we can provide no assurances that any deadline extensions would be granted, even if we comply with all the requirements that may be set forth by those authorities. See “Item 3. Key Information—Risk Factors—Risks Relating to Us and the Forestry Industry—Environmental concerns led to the temporary suspension of our operations at the Valdivia Mill in 2005 and at the Licancel Mill in 2007, which adversely affected, and in the future may continue to adversely affect, our business, financial condition, results of operations and cash flows” and “Item 4. Information on our Company—Description of Business—Pulp—Pulp mills—Chile—Valdivia Mill.”

 

72


Table of Contents

Tax Litigation in Argentina

On December 14, 2007, the AFIP, Argentina’s internal revenue service, notified our Argentine subsidiary, Alto Paraná S.A., which effective January 1, 2015, changed its name to Arauco Argentina S.A.,of a claim for alleged unpaid taxes for fiscal years 2002, 2003 and 2004 in the aggregate amount of AR$418 million (or approximately U.S.$105 million) (including principal, interest and penalties accrued through such date), arising from a dispute regarding certain income tax deductions (related to debt issued by Arauco Argentina in 2001 and repaid in 2007) taken by Arauco Argentina and rejected by the AFIP. On February 8, 2010, Tribunal Fiscal de la Nación (Argentina’s Tax Court) issued an unfavorable administrative ruling requiring that Alto Paraná pay the AFIP’s claim in full.

Arauco Argentina appealed this unfavorable administrative ruling to the Court of Appeals and also filed an injunctive action requesting that the court stay Arauco Argentina’s payment obligation until resolution of its pending appeal. On May 13, 2010, the Court of Appeals granted an injunction of Arauco Argentina’s payment obligation in exchange for the posting of a surety bond in the amount of AR$633.6 million (or approximately U.S.$129 million). On December 28, 2012, the Court of Appeals dismissed Arauco Argentina’s appeal. Arauco Argentina appealed this decision before the Argentine Supreme Court of Justice. On April 23, 2013, the appeal was granted. Since May 29, 2013, the appeal is currently under consideration by the Supreme Court. The injunction granted by the Court of Appeals is still in force.

We have not established any reserve in respect of this contingency and can offer no assurance that the Supreme Court will issue a ruling favorable to us. If the Supreme Court upholds the decision of the Court of Appeals, Arauco Argentina will be required to satisfy the above-mentioned claim, an outcome that would have an adverse effect on our financial condition and results of operations.

Tax Litigation in Chile

On August 25, 2005, the Chilean IRS issued tax calculations No. 184 and No. 185 of 2005 objecting to certain capital reduction transactions effected by Arauco on April 16, 2001 and October 31, 2001, and furthermore, requesting reimbursement for amounts returned to us in respect of certain claimed tax losses. On November 7, 2005, we requested a Revisión de la Actuación Fiscalizadora (Review of the Supervision Action, or RAF), which is an administrative review of the tax action brought by the Chilean IRS, and subsequently, a claim was filed against the above-mentioned tax calculations No. 184 and No. 185 of 2005. The RAF was resolved on January 9, 2009 by the Chilean IRS, which resolution, however, only partially sustained our request. In response, we filed an additional complaint with regard to the portion of the RAF that was not granted administrative review. As of the date of this annual report, the investigation in respect of this complaint is pending.

Our Company believes that its position in respect of this complaint is supported by solid legal arguments and that there is a reasonable likelihood that this matter will result in a favorable outcome for us. However, if this result does not occur, it is possible that an obligation will arise for the amount specified, which was Ch$3,362,265,453, plus any accrued interest as of the payment date.

Tax Litigation in Brazil

On November 8, 2012, Brazilian Tax Authorities issued an Infraction Notice against one of our Brazilian subsidiaries, Arauco do Brasil S.A., for alleged unpaid taxes purportedly due by such company for the years 2006 to 2010 in the aggregate amount of R$172 million (approximately U.S.$85 million). In particular, the Tax Authorities (i) objected to the deductibility of certain payments made and expenses incurred (including premium amortization, interest and legal expenses) by Arauco do Brasil between 2005 and 2010 and (ii) alleged that Arauco do Brasil made certain underpayments in respect of the Brazilian Corporate Income Tax and the Brazilian Social Contribution on Net Profits during 2010. Currently, the aggregate amount of the claims asserted in the Infraction Notice, plus interest, correspond to R$185 million (approximately U.S.$79 million).

On December 11, 2012, Arauco do Brasil filed an objection to cancel the Infraction Notice before the Judgment Office of the Brazilian Revenue Service, first administrative level.

On July 20, 2015, the Judgment Office of the Brazilian Revenue Service rejected Arauco do Brasil’s objection. Arauco do Brasil filed an appeal before the CARF (Conselho Administrativo de Recursos Fiscais), which is the second administrative level. As of the date of this annual report, a decision on this appeal is still pending. We believe that the appeal is based on solid legal arguments and that there is a reasonable likelihood that this matter will result in a favorable outcome for Arauco do Brasil. If the appeal is rejected, we intend to begin the relevant proceedings to contest the Infraction Notice before the Brazilian Justice. However, if the cancellation of the Infraction Notice does not occur, it is possible that an obligation will arise for the amount specified, plus any accrued interest and penalties as of the payment date.

 

73


Table of Contents

DIVIDEND POLICY

Chilean law currently requires that, unless otherwise decided by the unanimous vote of our issued and subscribed shares eligible to vote, public corporations distribute a cash dividend in an amount equal to at least 30% of the corporation’s consolidated net income for each year, unless and except to the extent the corporation has unabsorbed losses from prior years. In April 2002, our shareholders approved the current dividend policy, setting the cash dividend at 40% of our consolidated net income for each year, which was determined on a Chilean GAAP basis through the year ended December 31, 2008, and has been determined on an IFRS basis since January 1, 2009. In accordance with IFRS, the determination of the dividend amount is based on the effective realized profit net of any relevant variations in the value of unrealized assets and liabilities.

For the year ended December 31, 2014, under IFRS, our results were affected by an increase in our deferred taxes resulting from the increase of the tax rate set forth in Law No. 20,780. However, according to Oficio Circular 856 of the SVS dated October 17, 2014, we were required to record the difference in assets and liabilities for deferred taxes as a charge to our net worth for purposes of our financial statements reported to the SVS. As such, our annual dividend distribution for the year ended December 31, 2014 was based on our profit calculated according to IFRS, as modified by Oficio Circular 856 of the SVS. See “Item 3. Key Information—Risk Factors—Risks Relating to Chile—A tax reform bill with significant changes for companies was approved in September 2014 and the Chilean Superintendency of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.”

On April 22, 2014 our shareholders approved a final dividend of U.S.$0.66652828 per share for 2013, which was distributed on May 7, 2014. On November 25, 2014, our Board of Directors approved an interim dividend of U.S.$0.5461976 per share, which was distributed on December 10, 2014. On April 21, 2015 our shareholders approved a final dividend of U.S.$0.866672295 per share for 2014, which was distributed on May 13, 2015. On November 24, 2015, our Board of Directors approved an interim dividend of U.S.$0.385117532 per share, which was distributed on December 16, 2015. On April 26, 2016 our shareholders approved a final dividend of U.S.$0.876827598 per share for 2015, which will be distributed on May 11, 2016.

Although the Board of Directors has no current plans to recommend changes in our dividend policy, the policy has been changed in the past and no assurance can be given that the policy will not be changed in the future, due to changes in Chilean law, capital requirements, operating results or other factors.

Item 9. The Offer and Listing

Neither our stock nor our SEC-registered securities are listed on any stock exchange or other regulated market.

Trading in our securities takes place primarily in the over-the-counter market. Accordingly, we are unable to obtain reliable information on such trading.

 

74


Table of Contents

Item 10. Additional Information

ARTICLES OF INCORPORATION AND BY-LAWS

When we refer to the “Company,” “Arauco” or “we,” in this description of the articles of incorporation and by-laws, we mean Celulosa Arauco y Constitución S.A.

Organization and Registration

We are a sociedad anónima (corporation) organized in Chile under the laws of Chile, subject to certain rules applicable to sociedades anónima abiertas (Chilean public corporations) and registered on August 18, 1971, by resolution 300-S of the Chilean Securities Commission and recorded in the Santiago Commercial Register of 1971 on page 6433 under entry number 2994 and on page 6431 under entry number 2993. Notice was published in the Official Gazette on September 4, 1971.

Objects and Purposes

Our purpose, as stated in our estatutos (by-laws), includes the manufacture of forestry products, the management of forestry lands and other activities.

Capital

In 2002, our by-laws were amended such that our capital is denominated in U.S. dollars. In 2002, we and two of our subsidiaries, Aserraderos Arauco and Paneles Arauco, which are currently merged into Paneles Arauco, received authorization from the Chilean IRS to prepare our audited consolidated financial statements in U.S. dollars, beginning January 1, 2002. On January 1, 2003, our subsidiaries Forestal Arauco, Bosques Arauco, Forestal Valdivia, Forestal Celco, which are currently merged into Forestal Celco, and Cholguán obtained the same permission from the Chilean IRS. The same permission from the Chilean IRS was obtained by our subsidiary Inversiones Arauco Internacional Ltda. in January 2003, by our subsidiary Forestal Los Lagos in January 2005 and by our subsidiaries Arauco Bioenergía S.A. and Servicios Logísticos Arauco S.A in January 2008.

Directors

Pursuant to our by-laws, our Board of Directors is composed of nine members elected at a regular meeting of our shareholders. Our directors are not required to be shareholders. Our by-laws state that the amount of compensation to be received by the directors for their directorial services shall be fixed by the shareholders’ meeting. Directors may be compensated for any non-directorial services rendered to us at levels of compensation comparable with compensation commonly paid for these services, compensation which is compatible with the directors’ compensation fixed by the shareholders’ meeting. The by-laws also state that our Board of Directors has all of the authorities of administration and disposal that Chilean law or the by-laws do not confer upon the shareholders’ meeting. The Board of Directors has the right to act on our behalf without the need for a special power of attorney, even in cases where a power of attorney is required by law. In particular, the by-laws provide that the Board of Directors is empowered to encumber our assets, real and personal property with mortgages, easements or pledges regardless of the value of such property or the amount of the respective encumbrances and to borrow money paying interest, with or without a guaranty for the loan.

Our by-laws provide that we may enter into acts or contracts in which one or more directors are interested only if the interested director’s interest is made known to the board, the acts or contracts are approved by the board and the terms of the act or contract conform to those prevailing in the market. In addition, board resolutions approving interested director transactions must be reported by the chair of the meeting at the first shareholders’ meeting following the approval of the interested director transaction. See “Item 7. Major Shareholders and Related Party Transaction” for further information on related party transactions.

See “Item 6. Directors, Senior Management and Employees” for further information about our Board of Directors.

Shareholders

Our share capital consists of ordinary shares of no par value issued in registered form. Record holders of shares are registered in our share register. Any transfer of shares must be noted in our share register.

 

75


Table of Contents

Voting Rights

Each share of our stock entitles the holder to one vote at any meeting of shareholders. Resolutions may be taken upon a vote of an absolute majority of the voting shares present or represented. Any resolution relating to amendments to our by-laws must be approved by an absolute majority of the voting shares issued. Resolutions with regard to the following matters, among others, require the affirmative vote of two-thirds of the voting shares issued:

 

   

transformation, including division or merger with another company;

 

   

advanced dissolution;

 

   

change of corporate domicile;

 

   

reduction in our equity capital;

 

   

approval and appraisal of non-cash capital contributions;

 

   

reduction in the number of members of the Board of Directors;

 

   

the disposal of 50% or more of our assets, whether or not such disposal also includes any of our liabilities; the disposal of 50% or more of the assets of one our subsidiaries, provided that such subsidiary represents at least 20% of our assets; and any disposal of shares by our Company that causes us to lose control of a subsidiary that represents at least 20% of our assets; and

 

   

changes to the way in which corporate benefits will be distributed.

According to our by-laws, holders of our shares also have the right to vote at the regular shareholders’ meeting for the election of directors. Shareholders or their representatives may accumulate their votes in favor of one candidate or distribute them among various candidates. A vote on the election of directors may be omitted if an election is proposed by acclamation and none of the shareholders present or represented opposes the motion. The Board of Directors may also be dismissed by a regular or special shareholders’ meeting, though the shareholders may only vote to dismiss the board as a whole.

Changes to Shareholders’ Rights

To change the rights of holders of our shares or create a new series of our shares, we must amend our by-laws. Any reduction of the rights of our shares requires a two-thirds majority vote of all holders of our shares under Chilean law. Chilean law also requires that public corporations distribute a cash dividend in an amount equal to at least 30% of the corporation’s consolidated net income for each year (on an IFRS basis), unless otherwise decided by a unanimous vote of the corporation’s issued and subscribed shares eligible to vote. Any changes to the way in which corporate benefits are distributed must be approved by a two-thirds majority of all holders of the corporation’s shares.

Shareholders’ Meetings

Our by-laws provide that the Board of Directors shall call shareholders’ meetings. Notice of shareholders’ meetings must be made by a prominent notice published at least three times, on different days, in the newspaper of one of our corporate domiciles, as determined by a shareholders’ meeting, or in the absence of a determination, in the Official Gazette.

A shareholder must be registered in our share register as of the meeting date to be entitled to participate and vote at any shareholders’ meeting. In addition, other persons may represent shareholders at meetings. Powers of attorney must be given in writing and must be granted with respect to all of the shares the shareholder is entitled to vote as of the date of the shareholders’ meeting.

Shareholders’ meetings may be regular or special meetings. Regular shareholders’ meetings are held once a year within the first four months of the year. Among other things, the regular shareholders’ meeting appoints independent external auditors to examine our accounts, inventory, balance sheet and other financial results. The by-laws provide that the following matters are to be considered at regular shareholders’ meetings:

 

   

the review of our results of operations and external auditors’ reports and the approval or rejection of our annual report, our balance sheet and financial statements;

 

   

the distribution of profits of each financial period and the distribution of our dividends;

 

   

the election or dismissal of the members of the Board of Directors; and

 

   

any matter of corporate interest that is not transacted at a special shareholders’ meeting.

 

76


Table of Contents

Special shareholders’ meetings may be held at any time required by corporate needs to consider any matter that the law or our by-laws require to be considered at a shareholders’ meeting. Our by-laws require the meeting notice to disclose any matters to be discussed at a special shareholders’ meeting. According to the by-laws, the following matters must be considered at special shareholders’ meetings:

 

   

dissolution;

 

   

transformation, merger or division and the amendment of our by-laws;

 

   

the issue of bonds or debentures convertible into shares;

 

   

the disposal of 50% or more of our assets, whether or not such disposal also includes any of our liabilities; the disposal of 50% or more of the assets of one our subsidiaries, provided that such subsidiary represents at least 20% of our assets; and any disposal of shares by the Company that causes us to lose control of a subsidiary that represents at least 20% of our assets; and

 

   

the grant of real or personal guarantees to secure obligations of third parties, unless they are subsidiaries, in which case the approval of the Board of Directors will be sufficient.

Any other matters within the competence of regular shareholders’ meetings may be considered at special shareholders’ meetings.

Any act of a shareholders’ meeting relating to our dissolution, transformation, merger or division, the amendment of our by-laws, any disposal of 50% or more of our assets or the issue of bonds convertible into shares or convertible debentures must be held before a notary public, who must certify that the minutes of such meeting are the true expression of what occurred and was resolved at such meeting.

Allocation of Net Income and Distribution of Dividends

Our by-laws provide that the shareholders at a regular shareholders’ meeting shall determine the annual distribution of our net profits for each financial period, within the limitations prescribed by law. The shareholders shall also set the date on which any distribution shall be paid, within the time limits prescribed by law. Chilean law prescribes that distributions shall be paid within 30 days of the regular shareholders’ meeting at which such distribution was determined.

In accordance with Chilean law, in the event of liquidation, capital can be distributed to the shareholders only after the rights of the creditors have been secured or debts owed to creditors have been paid. Our by-laws provide that a shareholders’ meeting will appoint one or more liquidators to carry out the liquidation and to call shareholders’ meetings, as required under Chilean law.

Regulation of and Restrictions on Foreign Investors

There are no limitations on the rights to hold securities, including rights of non-resident or foreign shareholders to hold or exercise voting rights on securities.

Disclosure of Shareholder Ownership

We register certain information about our shareholders in our shareholder registry. We are required to disclose this information to the Chilean Securities Commission on a quarterly basis.

Rights of Shareholders

Our by-laws provide that, in the case of a dispute between shareholders or between shareholders and management, the parties will submit their dispute to an arbitrator, who may determine the procedural rules to be used in the arbitration but must issue a final judgment in accordance with Chilean law. Subject to limited exceptions, the arbitrator’s judgment shall not be subject to appeal. The parties shall appoint the arbitrator by mutual agreement and if no agreement is reached, an arbitrator will be appointed by the civil court system from among present and former associate justices of the Supreme Court of Justice of Chile.

 

77


Table of Contents

EXCHANGE CONTROLS

The Central Bank is responsible for, among other things, monetary policies and exchange controls in Chile. Prior to 1989, Chilean law permitted the purchase and sale of foreign currency only in cases explicitly authorized by the Central Bank. Law No. 18,840, the Ley Orgánica Constitucional del Banco Central de Chile (Organic Law of the Central Bank of Chile), or the Central Bank Act, enacted in 1989, liberalized the rules that govern the ability to buy and sell foreign currency.

The Central Bank Act empowers the Central Bank to determine which types of foreign exchange operations must be carried out in the Formal Exchange Market rather than the Mercado Cambiario Informal (Informal Exchange Market). The Central Bank has ruled that certain foreign exchange transactions, including those attendant to foreign investments and bond issuances, may be effected only in the Formal Exchange Market. The Central Bank may also impose restrictions on foreign exchange operations that are conducted or are required to be conducted in the Formal Exchange Market. These restrictions may include the requirement of prior authorization from the Central Bank, the imposition of reserve requirements and the limitation of foreign exchange operations that may be conducted by the entities that participate in the Formal Exchange Market.

The Formal Exchange Market consists of banks and other entities authorized by the Central Bank to participate in such Formal Exchange Market. On April 16, 2001, the Central Bank agreed that, effective April 19, 2001, the prior foreign exchange restrictions would be eliminated and a new Compendio de Normas de Cambios Internacionales (Compendium of Foreign Exchange Regulations) would be applied.

The main objective of this change was to facilitate capital movements from and into Chile and to encourage foreign investment.

The following specific restrictions were eliminated:

 

   

a reserve requirement with the Central Bank for a period of one year;

 

   

the requirement for prior approval by the Central Bank for certain operations, such as repatriation of investments and payments to foreign creditors;

 

   

the mandatory return of foreign currencies to Chile; and

 

   

the mandatory conversion of foreign currencies into Chilean pesos.

Under the amended regulations, only the following limitations are applicable to these operations:

 

   

the Central Bank must be provided with information related to certain operations, such as foreign investments and foreign credits; and

 

   

certain operations, such as money transfers to and from Chile related to foreign investments and foreign credits, must be conducted within the Formal Exchange Market.

 

78


Table of Contents

International Issue of Bonds

Before April 19, 2001, any international issue of bonds was subject to approval by the Central Bank after submission of an application to the Central Bank through a bank or other participant in the Formal Exchange Market. Absent the Central Bank’s authorization, issuers were unable to offer bonds outside of Chile. On April 19, 2001, the Central Bank issued foreign exchange regulations, effective as of March 1, 2002, that were included in the Chapters XIV and VIII of the Compendium, applicable to bond issues made either from Chile or through an agency abroad. It must be noted however, that all debt issues made before the regulations remain subject to the regulations existing at the time of their issue.

Debt Securities Issued Directly By Us

In accordance with the regulations issued by the Central Bank, which are included in the Chapter XIV of the Compendium, any international issue of bonds in an aggregate amount exceeding U.S.$1,000,000 must be registered and dated by the Central Bank or by a bank or other entity authorized by the Central Bank to participate in the Formal Exchange Market before the proceeds from the issuance can be remitted to Chile and received by the issuer or simultaneously with the remittance into Chile of such proceeds. The issuer must submit forms regarding the offering to the registering entity or directly to the Central Bank, along with a letter of instructions indicating whether it prefers to receive the proceeds in Chilean pesos or in a foreign currency. If presented through a Formal Exchange Market entity, such entity must, in turn, verify that the forms submitted by the issuer are in accordance with the documentation relating to the issue and inform the Central Bank of the operation no later than 11:00 a.m. on the banking business day following the date on which the proceeds of the issue are transferred to the issuer.

If the issuer opts to receive the proceeds of the issue outside of Chile, it must report this to the Central Bank directly or through a Formal Exchange Market entity during the first ten calendar days of the month following the one in which the proceeds were received.

Chapter XIV of the Compendium also states that proceeds from the issue, as well as payment of capital and interest relating to the issue, must be received and sent from and through the Formal Exchange Market, but purchases of U.S. dollars in connection with payments on debt securities issued directly by us can be made either in the Formal or in the Informal Exchange Market. There can be no assurance, however, that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to pay debt service related to any such debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile would not restrict or prevent our purchase of U.S. dollars to make payments under our securities.

In the case of debt securities issued directly by us before the effectiveness of the foreign exchange regulations, the registration of the debt securities with the Central Bank grants us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make payments in respect of those securities but requires that payments on such debt securities shall be made only with U.S. dollars purchased in the Formal Exchange Market.

We will also be required to inform the Central Bank quarterly of the outstanding amounts due under our securities and from time to time of any information that has been previously filed.

The regulations of Chapter XIV of the Compendium do not make any reference to the one-year mandatory deposit in the Central Bank that was previously required by Chapter XIV. However, the Central Bank is authorized, under the Central Bank Act, to impose such a requirement.

Debt Securities Issued Through Our Panamanian Agency

In December 1996, we established a registered agency in Panama. We may from time to time issue debt securities directly or through our Panamanian agency depending on, among other factors, whether or not we expect to bring the proceeds thereof into Chile. In such cases, the proceeds of such issuance of the notes may be brought into Chile or held abroad. In either case, however, in accordance with Chapter VIII of the Compendium, we were required to inform the Central Bank of the issuance of international bonds through our Panamanian agency during the first ten calendar days of the month following the one in which the disbursement of funds to the agency was produced, and provide the schedule of payments of the notes. On December 27, 2007, the requirement to provide such information to the Central Bank was eliminated. We will no longer be required to inform the Central Bank of future issuances of bonds made through our Panamanian agency.

 

79


Table of Contents

Purchases of U.S. dollars in connection with payments on debt securities issued through our Panamanian agency, whether before or after April 19, 2001, can be made either in the Formal Exchange Market or in the Informal Exchange Market. Although we were required to inform the Central Bank of the issuance of debt securities through our Panamanian agency, such communication to the Central Bank did not give us access to the Formal Exchange Market for the purchase of U.S. dollars necessary to make payments in respect of those debt securities.

There can be no assurance that we will be able to purchase U.S. dollars in the Informal Exchange Market or in the Formal Exchange Market at the time or in the amounts required to pay debt service related to any such debt securities. There can also be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile and will not restrict or prevent our purchase of U.S. dollars to make payments under our securities from Chile.

TAXATION

General

The following summary contains a description of the principal Chilean and United States federal income tax consequences of the purchase, ownership and disposition of our securities, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our securities. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than the United States and Chile.

This summary is based on the tax laws of Chile (including the relevant matters pursuant to the tax reform Law No. 20,780) and the United States as in effect on the date of this Form 20-F, as well as regulations, rulings and decisions of Chile and the United States available on or before such date and now in effect. All of the foregoing is subject to change, and any changes could apply retroactively and could affect the continued validity of this summary.

Prospective purchasers of our securities should consult their own tax advisors as to the Chilean, United States or other tax consequences of the purchase, ownership and disposition of our securities, including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

Chile and the United States have executed an income and capital tax treaty for the avoidance of double taxation and the prevention of fiscal evasion, but this treaty is not in effect, and its effectiveness is contingent upon ratification in the United States Senate and by the Chilean Congress. At this time it is not clear when the United States Senate and the Chilean Congress will consider ratification, and therefore the effective date of the treaty is uncertain.

Chilean Taxation

The following is a general summary of the principal consequences under Chilean tax law, as currently in effect, of an investment in our securities made by a foreign holder. Foreign holder means either:

 

   

in the case of an individual, a person who neither is a resident nor is domiciled in Chile. For Chilean tax purposes, an individual is domiciled in Chile if such individual has his or her principal place of business in Chile. The individual will be considered as a resident if she or he stays in Chile for more than six months in one calendar year or a total of more than six months in two consecutive fiscal years; or

 

   

in the case of a legal entity, a legal entity that is not organized under the laws of Chile, unless our securities are assigned to a branch or a permanent establishment of such entity in Chile.

Under Chile’s income tax law, our payments of interest made from Chile in respect to our securities to a foreign holder will generally be subject to a Chilean withholding tax assessed at a rate of 4.0% or the Chilean Interest Withholding Tax, only to the extent the requirements for applying a 4.0% rate are complied with. In addition, consideration should be given to the fact that the rate might be higher if these payments do not comply with the requirements established in the law with the purpose to determine the indebtedness limit of the local entity.

We have agreed, subject to specific exceptions and limitations, to pay to the foreign holders of notes additional amounts in respect of the Chilean Interest Withholding Tax in order to ensure that the interest amount the foreign holder receives is net of Chilean Interest Withholding Tax. If we pay additional amounts in respect of the Chilean Interest Withholding Tax, any tax refunds in respect of these amounts will be for our benefit. In the event that certain changes in Chilean tax laws require us to pay additional interest amounts in respect of the Chilean Interest Withholding Tax at a rate in excess of 4.0%, we have the right to redeem our securities.

Under existing Chilean law and regulations, a foreign holder will not be subject to any Chilean taxes in respect of payments of principal that we make with respect to our securities. Our payments with respect to our securities of amounts not considered principal or interest may be subject to a Chilean withholding tax of up to 35%.

 

80


Table of Contents

The Chilean Income Tax Law provides that a foreign holder is subject to income tax on his Chilean source income. For this purpose, Chilean source income means earnings from activities developed in Chile or goods located in the country. As a general rule according to the Chilean Income Tax Law, the source of interest income corresponds to the residence country of the debtor. Nevertheless, there are special rules that may apply to bonds and other public or private debt instruments issued by taxpayers domiciled, or resident in Chile which may establish Chile as the source of interest income. Under these rules and in connection with our securities, capital gains arising out of the sale or other disposition of securities issued abroad by a foreign holder will not be subject to withholding taxes on capital gains, provided that the sale or disposition occurs outside of Chile.

A foreign holder will not be liable for gift, inheritance or similar taxes with respect to its holdings unless the securities held by a foreign holder:

 

   

are located in Chile at the time of such foreign holder’s death, or

 

   

are located outside of Chile, but were purchased or acquired with funds derived from Chilean source income.

A foreign holder should not be liable for Chilean stamp, registration or similar taxes.

The issue of our securities directly by us was subject to the Chilean stamp tax, which we paid. The issue of our securities through our Panamanian Branch was not subject to a stamp tax.

United States Taxation

This summary of certain United States federal income tax considerations deals principally with United States Holders that acquired our securities as part of the initial offering of our securities, hold our securities as capital assets and whose functional currency is the United States dollar. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular investor, and generally does not address the tax treatment of United States Holders that may be subject to special tax rules, such as banks, financial institutions, tax-exempt entities, regulated investment companies, real estate investment trusts, insurance companies, partnerships and partners therein, dealers in securities or currencies, traders in securities electing to mark to market, certain short-term holders of our securities, persons that will hold our securities as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, persons that own (or are deemed to own for United States tax purposes) 10% or more of our voting stock or persons that are not United States Holders. United States Holders should be aware that the U.S. federal income tax consequences of holding our securities may be materially different for investors described in the previous sentence, including as a result of certain laws applicable to investors with short holding periods or that engage in hedging transactions.

As used under this section “United States Taxation,” the term “United States Holder” means a beneficial owner of a Note that is a citizen or resident of the United States or a United States domestic corporation or that otherwise is subject to United States federal income taxation on a net income basis in respect of our securities.

Taxation of Interest and Additional Amounts

A United States Holder will treat the gross amount of interest and Additional Amounts (i.e., without reduction for Chilean Interest Withholding Tax, determined utilizing the 4.0% Chilean Interest Withholding Tax rate applicable to all United States Holders of our securities) as ordinary interest income in respect of our securities at the time that such payments are accrued or are received, in accordance with the United States Holder’s method of tax accounting. Any Chilean Interest Withholding Tax paid will be treated as foreign income taxes eligible for credit against such United States Holder’s United States federal income tax liability, subject to generally applicable limitations and conditions, or, at the election of such United States Holder, for deduction in computing such United States Holder’s taxable income. Interest and Additional Amounts will constitute income from sources outside the United States for foreign tax credit purposes. Such income generally will constitute “passive category income.” Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed for withholding taxes imposed in respect of arrangements in which a United States Holder’s expected economic profit is insubstantial. United States Holders should consult their own advisors concerning the implications of these rules in light of their particular circumstances.

The calculation of foreign tax credits and, in the case of a United States Holder that elects to deduct foreign taxes, the availability of deductions, involves the application of rules that depend on a United States Holder’s particular circumstances. United States Holders should consult their own tax advisors regarding the availability of foreign tax credits and the treatment of Additional Amounts.

A Holder of our securities that is, with respect to the United States, a foreign corporation or a nonresident alien individual (a “Non-U.S. Holder”) generally will not be subject to United States federal income or withholding tax on interest income or Additional Amounts earned in respect of our securities, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

 

81


Table of Contents

Taxation of Dispositions

A United States Holder will generally recognize gain or loss on the sale, exchange or other disposition of a security in an amount equal to the difference between the amount realized on the sale, exchange or other disposition and the tax basis in the security. If Chilean income tax is withheld on the sale, exchange or other disposition of our securities, the amount realized by a U.S. holder will include the gross amount of the proceeds of that sale, exchange or other disposition before deduction of the Chilean income tax. A United States Holder’s tax basis in a security will generally equal its cost. Gain or loss realized by a United States Holder on the sale, redemption or other disposition of our securities generally will be treated as capital gain or loss and such gain or loss will be long-term capital gain or loss if at the time of the disposition, our securities have been held for more than one year. The net amount of long-term capital gain realized by a United States Holder that is an individual is generally taxed at a reduced rate. Gain, if any, realized by a United States Holder generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, in the case of gain from the disposition of securities that is subject to Chilean income tax, a United States Holder may not be able to benefit from the foreign tax credit for that Chilean income tax, unless the United States Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the United States Holder may generally elect to take a deduction for the Chilean income tax paid. The rules governing foreign tax credits are complex and a United States Holder should consult its own tax advisor regarding the availability of foreign tax credits under its particular circumstances.

A Non-U.S. Holder of our securities will not be subject to United States federal income or withholding tax on gain realized on the sale or other disposition of our securities unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Backup Withholding and Information Reporting

Payments of principal, premium, if any, and interest on our securities and payment of the proceeds of any disposition of our securities made to certain United States Holders may be subject to U.S. information reporting requirements. In addition, certain United States Holders may be subject to a U.S. backup withholding tax in respect of such payments if they do not provide their taxpayer identification numbers to the payor or otherwise establish an exemption. Non-U.S. Holders generally are exempt from these withholding and reporting requirements, but may be required to comply with applicable certification and identification procedures to establish their eligibility for such an exemption.

DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this Annual Report and the exhibits thereto, may be inspected and copied at the Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may be obtained from the Public Reference Room at the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which these materials may be electronically accessed. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

The following discussion about our risk management activities includes forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those projected in such forward-looking statements.

We are exposed to market risk from changes in interest rates and currency exchange rates. Our Board of Directors approves our policies that address these risks. From time to time, we assess our exposure and monitor opportunities to manage these risks, including entering into derivative contracts. For information on the currency and interest rate swaps into which we enter with respect to a portion of our borrowings, see “Item 5. Operating and Financial Review and Prospects—Hedging” and Note 23 to our audited consolidated financial statements. In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include country risk, credit risk and legal risk and are not represented in the tables below.

Interest Rate Risk

Interest rate risk exists principally with respect to our indebtedness that bears interest at floating rates. As of December 31, 2015, we had outstanding U.S.$4,305.4 million of indebtedness, including accrued interest and discounts and costs of issuance, of which 85.7% bore interest at fixed interest rates and 14.3% bore interest at floating rates of interest. These average rates do not reflect the effect of swap agreements. 76.0% of our indebtedness was denominated in U.S. dollars as of that date. The interest rate on our variable rate debt is determined principally by reference to LIBOR. As of December 31, 2015, we were party to an interest rate swap agreement in our Uruguayan subsidiary to hedge fluctuations in floating rates for long-term debt. See “Item 5. Operating and Financial review and Prospects – Hedging” and Note 23 to our audited consolidated financial statements

 

82


Table of Contents

The following table summarizes our debt obligations, as of December 31, 2015. These obligations are sensitive to changes in interest rates. The table presents the aggregate principal amount of each category of indebtedness maturing in each year, at the weighted average interest rate for each category of indebtedness. Average interest rates for liabilities are calculated based on the prevailing interest rate for each loan as of December 31, 2015.

 

     Average
Interest
Rate
    2016      2017      2018      2019      2020      Thereafter      Total
Debt
     Fair
Value
 
     (millions of U.S.$)  

Interest

                         

Bearing Debt

                         

Fixed Rate

                         

(U.S.$-denominated)

     5.31     107.8         437.5         43.9         541.8         45.6         1,493.8         2,670.2         2,801.1   

(UF/CLP$-denominated)

     3.71     43.6         37.3         46.4         74.7         220.6         568.2         990.7         1,051.3   

(R$-denominated)

     7.93     27.0         0.3         0.4         0.2         0.2         1.4         29.5         29.5   

(Ar$-denominated)

     15.25     0.4         0.0         —           —           —           —           0.4         0.4   

Floating Rate

                         

(U.S.$ denominated) LIBOR +

     1.75     112.7         38.5         337.3         40.6         40.2         31.5         600.9         613.2   

(R$-denominated) TJLP +

     10.56     0.3         0.0         1.4         5.6         5.8         0.5         13.8         13.8   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

       291.5         513.6         428.0         657.3         306.6         2,094.8         4,305.4         4,509.3   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Foreign Currency Risk

Our principal exchange rate risk involves changes in the value of the Chilean peso and, to a lesser extent, the Brazilian real, the Argentine peso and the euro relative to the dollar. We estimate that a majority of our consolidated costs and expenses are denominated in dollars. As of December 31, 2015:

 

   

69.1% of our accounts receivable were denominated in U.S. dollars, 16.9% in Chilean pesos and 5.2% were denominated in Brazilian reals;

 

   

77.8% of our cash and short-term investments were denominated in U.S. dollars, 8.7% were denominated in Chilean pesos, 8.1% in Argentine pesos and 4.3% in Brazilian reals;

 

   

a significant portion of our indebtedness was denominated in U.S. dollars; and

 

   

a significant portion of our consolidated total assets was denominated in U.S. dollars.

Substantially all of our foreign currency-denominated revenues, costs and expenses, receivables and indebtedness are denominated in U.S. dollars. As of December 31, 2015, 76.0% of our debt was denominated in U.S. dollars before swaps. As of December 31, 2015, we were party to cross currency swap agreements in Chile to hedge our local bonds in UF, and forward agreements to swap local currencies to U.S. dollars. See “Item 5. Operating and Financial review and Prospects – Hedging” and Note 23 to our audited consolidated financial statements. Accordingly, variations in the value of the Chilean peso relative to the U.S. dollar will not have a significant effect on the cost in U.S. dollars of our foreign debt service obligations.

 

83


Table of Contents

Commodity Risk

Prices for pulp and forestry and wood products can fluctuate significantly, and our revenue is highly sensitive to fluctuations in such prices. For a more detailed discussion and sensitivity analysis relating to the risks arising from changes in the market price of pulp, which is our primary commodity risk, see Note 23 to our audited consolidated financial statements. As of December 31, 2015, we were party to derivative contracts to partially hedge our exposure to fuel oil in Chile and Uruguay, which include commodity swap agreements and zero cost collar agreements. Additionaly, in Chile we are party to a derivatives contract to partially hedge our exposure to diesel. See “Item 5. Operating and Financial review and Prospects – Hedging” and Note 23 to our audited consolidated financial statements.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

(a) Disclosure controls and procedures. We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice-President Comptroller, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2015. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Senior Vice-President Comptroller concluded that the disclosure controls and procedures, as of December 31, 2015, were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Senior Vice-President Comptroller, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal controls and procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice-President Comptroller, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2015.

 

84


Table of Contents

(c) Attestation Report of the registered public accounting firm. Not applicable.

(d) Changes in internal controls over financial reporting. There has been no change in our internal control over financial reporting during 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

We have an audit committee, described in “Item 6. Directors, Senior Management and Employees—Directors and Executive Officers.” We believe that the members of our audit committee have sufficient financial and other experience to perform their responsibilities. Our Board of Directors has determined that Timothy C. Purcell qualifies as an “audit committee financial expert” within the meaning of Item 16A of Form 20-F and is independent as that term is defined in Rule 10A-3 under the Exchange Act. For a description of Mr. Purcell’s professional experience, see “Item 6. Directors, Senior Management and Employees—Directors and Executive Officers.”

Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to all of our employees, including, but not limited to, our Chief Executive Officer, Chief Financial Officer and Senior Vice-President Comptroller. We will provide any person without charge, upon request, a copy of such code of ethics. Requests for a copy of the code of ethics may be made to Celulosa Arauco y Constitución S.A., El Golf 150, 14th Floor, Santiago, Chile, Attn: Gianfranco Truffello, tel. (011-562) 2461-7200, fax (011-562) 2461-7541. Our code of ethics is also published on our website at www.arauco.cl. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and Senior Vice-President Comptroller, or if we grant any waiver of such provisions, we will disclose the amendment or waiver in our annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our former independent auditors, Deloitte Auditores y Consultores Ltda., or Deloitte, during the fiscal year ended December 31, 2014 and the fees billed to us by our current independent auditors PricewaterhouseCoopers Consultores, Auditores y Compañía Limitada, or PwC, during the fiscal year ended December 31, 2015.

 

     Year ended December 31,  
     2014      2015  
     (U.S.$ in thousands)  

Audit fees

   $ 2,641       $ 1,718   

Tax fees

     34         414   

Other fees

     300         5   
  

 

 

    

 

 

 

Total fees

   $ 2,974       $ 2,137   
  

 

 

    

 

 

 

Audit fees in the above table are the aggregate fees billed by Deloitte for the fiscal year ended December 31, 2014 and the aggregate fees billed by PwC for the fiscal year ended December 31, 2015, in each case in connection with the audit of our annual financial statements in accordance with IFRS, as well as the review of other filings.

Tax fees in the above table are fees billed by Deloitte for the fiscal year ended December 31, 2014 and fees billed by PwC for the fiscal year ended December 31, 2015, in each case associated with the issuance of certificates for tax and legal compliance purposes in Brazil, Argentina and Uruguay; and tax consultation in the United States, Mexico, Argentina and Uruguay. Fees billed by PwC for the fiscal year ended December 31, 2015, were also associated with tax compliance services in Chile, Brazil, Argentina, Mexico and Uruguay; and tax consultation services in Chile, Argentina and the United States.

Other fees in the above table are fees billed by Deloitte for the fiscal year ended December 31, 2014 in connection with bond issuances and fees billed by PwC for the fiscal year ended December 31, 2015, in connection with a salary survey study performed in Uruguay.

 

85


Table of Contents

Audit Committee Approval Policies and Procedures

Our Board of Directors has established pre-approval policies and procedures for the engagement of our independent auditors. Pursuant to our pre-approval policy, our Board of Directors has pre-approved a list of services that our independent auditors are allowed to provide to us or our subsidiaries.

Additionally, our Board of Directors expressly approves, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services that are not included on the pre-approved list.

All services described in each of paragraphs (b) through (d) of this Item were approved by the Board of Directors pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

On March 30, 2015, the Board of Directors resolved to propose to shareholders a change in the Company’s independent registered public accounting firm at the General Shareholders’ Meeting to be held on April 21, 2015. On such date, the shareholders approved the Board of Directors’ proposal to nominate PwC as the new independent registered public accounting firm for Celulosa Arauco y Constitución S.A. Deloitte Auditores y Consultores Ltda. (“Deloitte”) served as the independent registered public accounting firm for Celulosa Arauco y Constitución S.A. for the 2014 and 2013 fiscal years, in each case pursuant to the terms of an annual engagement letter. On April 22, 2015, PwC was notified by the Company that shareholders had approved its appointment as the Company’s new independent registered public accounting firm for the 2015 fiscal year, and the company dismissed Deloitte from its engagement. Such dismissal became effective upon completion by Deloitte of its procedures on the financial statements of Celulosa Arauco y Constitución S.A as of December 31, 2014 and 2013 and for the three years ended December 31, 2014 and the filing of the related Form 20-F.

The audit reports of Deloitte on the Company’s consolidated financial statements as of and for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two fiscal years ended December 31, 2014 and 2013, and the subsequent interim periods through April 21, 2015, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.

During the Company’s two fiscal years ended December 31, 2014 and 2013 and the subsequent periods through April 21, 2015, there were no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F).

The Company has provided Deloitte with a copy of this Form 20-F prior to its filing with the Securities and Exchange Commission (“SEC”). The Company requested Deloitte to furnish the Company with a copy of a letter addressed to the SEC stating whether or not it agrees with the above statements, as required by Item 16F(a)(3) of Form 20-F. Such letter dated April 29, 2016 is filed as Exhibit 15.1.

During the Company’s two fiscal years - ended December 31, 2014 and 2013 - and the subsequent interim period through April 22, 2015, neither the Company nor anyone acting on its behalf has consulted with PwC on any of the matters described in Item 16F(a)(2)(i) and Item 16F(a)(2)(ii) of Form 20-F.

Item 16G. Corporate Governance

Not applicable. Neither our stock nor our SEC-registered securities are listed on any stock exchange or other regulated market.

 

86


Table of Contents

Item 16H. Mine Safety Disclosures

Not applicable.

PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Our audited consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB, and are included in this annual report beginning at page F-1.

 

87


Table of Contents

Item 19. Exhibits

Documents filed as exhibits to this annual report:

 

1.1    English translation of the estatutos (by-laws) of Celulosa Arauco y Constitución S.A., as of April 22, 2014 (incorporated by reference to Exhibit 1.1 to Arauco’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed on April 29, 2014, Commission file No. 033-99720).
7.1    Statement Regarding Calculation of Ratios of Earnings to Fixed Charges
8.1    List of subsidiaries
12.1    Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2    Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1    Certification of chief executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1    Letter from Deloitte Auditores y Consultores Ltda. to the Securities and Exchange Commission dated April 29, 2016, regarding the change in certifying accountant

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

 

88


Table of Contents

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

CELULOSA ARAUCO Y CONSTITUCIÓN S.A.

By:

  /s/ Matías Domeyko
  Matías Domeyko
  Chief Executive Officer

Date: April 29, 2016


Table of Contents

CONSOLIDATED

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014


Table of Contents

INDEX

 

     Page   

Report of Independent Registered Public Accounting Firm

     F-1   

Consolidated Statements of Financial Position

     F-3   

Consolidated Statements of Profit or Loss

     F-5   

Consolidated Statements of Comprehensive Income

     F-6   

Consolidated Statements of Changes in Equity

     F-7   

Consolidated Statements of Cash Flows

     F-9   

NOTE 1 - Presentation of Financial Statement

     F-10   

NOTE 2 - Accounting Policies, Changes in Accounting Estimates

     F-29   

NOTE 3 - Disclosure of Other Information

     F-29   

NOTE 4 - Inventories

     F-34   

NOTE 5 - Cash and Cash Equivalents

     F-35   

NOTE 6 - Income Taxes

     F-36   

NOTE 7 - Property, Plant and Equipment

     F-42   

NOTE 8 - Leases

     F-46   

NOTE 9 - Revenue

     F-47   

NOTE 10 - Employee Benefits

     F-48   

NOTE 11 - Balances in foreign currency and foreign currency exchange rate impact in profit or loss

     F-49   

NOTE 12 - Borrowing Costs

     F-53   

NOTE 13 - Related Parties

     F-54   

NOTE 14 - Consolidated Financial Statements

     F-59   

NOTE 15 - Investment in Associates

     F-61   

NOTE 16 - Interests in Joint Arrangements

     F-64   

NOTE 17 - Impairment of Assets

     F-67   

NOTE 18 - Provisions, Contingent Assets and Contingent Liabilities

     F-68   

NOTE 19 - Intangible Assets

     F-76   

NOTE 20 - Biological Assets

     F-77   

NOTE 21 - Environmental Matters

     F-80   

NOTE 22 - Non-Current Assets Held for Sale

     F-83   

NOTE 23 - Financial Instruments

     F-84   

NOTE 24 - Operating Segments

     F-111   

NOTE 25 - Other Non-Financial Assets and Non-Financial Liabilities

     F-119   

NOTE 26 - Distributable Net Income and Earnings Per Share

     F-120   

NOTE 27 - Subsequent Events

     F-121   


Table of Contents

LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Celulosa Arauco y Constitución S.A.

In our opinion, the accompanying consolidated statement of financial position and the related statement of profit or loss, comprehensive income, changes in equity, and cash flows present fairly, in all material respects, the financial position of Celulosa Arauco y Constitución S.A. and its subsidiaries at December 31, 2015, and the results of their operations and their cash flows for the year ended December 31, 2015 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Santiago, Chile

April 26, 2016

PwC Chile, Av. Andrés Bello 2711 – piso 5, Las Condes – Santiago, Chile

RUT: 81-513-400-1 | Teléfono: (562) 29400000 | www.pwc.cl

 

F-1


Table of Contents
LOGO    

 

Deloitte

Auditores y Consultores Limitada

Rosario Norte 407

Las Condes, Santiago

Chile

Fono: (56) 227 297 000

Fax: (56) 223 749 177

deloittechile@deloitte.com

www.deloitte.cl

   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Celulosa Arauco y Constitución S.A.

We have audited the accompanying consolidated statements of financial position of Celulosa Arauco y Constitución S.A. and subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Celulosa Arauco y Constitución S.A. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

/s/ Deloitte

Santiago, Chile

April 21, 2015

 

F-2


Table of Contents

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

     Note    12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Assets

        

Current Assets

        

Cash and cash equivalents

   5      500,025         971,152   

Other current financial assets

   23      32,195         7,633   

Other current non-financial assets

   25      133,956         177,728   

Trade and other current receivables

   23      733,322         731,908   

Account receivables due from related companies

   13      3,124         4,705   

Current inventories

   4      909,988         893,573   

Current biological assets

   20      272,037         307,551   

Current tax assets

        64,079         38,477   

Total Current Assets other than assets or disposal groups classified as held for sale

        2,648,726         3,132,727   

Non-Current assets or disposal groups classified as held for sale

   22      3,194         7,988   

Non-Current Assets or disposal groups classified as held for sale or as held for distribution to owners

        3,194         7,988   

Total Current Assets

        2,651,920         3,140,715   

Non-Current Assets

   23      

Other non-current financial assets

   25      595         5,024   

Other non-current non-financial assets

   23      125,516         101,094   

Trade and other non-current receivables

        15,270         31,001   

Account receivables due from related parties, non current

   13      0         151,519   

Investments accounted for using equity method

   15      264,812         326,045   

Intangible assets other than goodwill

   19      88,112         93,258   

Goodwill

   17      69,475         82,573   

Property, plant and equipment

   7      6,896,396         7,119,583   

Non-current biological assets

   20      3,554,560         3,538,802   

Deferred tax assets

        140,251         158,283   

Total non-Current Assets

        11,154,987         11,607,182   

Total Assets

        13,806,907         14,747,897   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3


Table of Contents

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)

 

     Note      12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Equity and liabilities

       

Liabilities

       

Current Liabilities

       

Other current financial liabilities

     23         296,038        742,343   

Trade and other current payables

     23         583,018        630,406   

Accounts payable to related companies

     13         7,141        6,036   

Other current provisions

     18         858        2,535   

Current tax liabilities

        10,976        25,860   

Current provisions for employee benefits

     10         4,497        3,590   

Other current non-financial liabilities

     25         131,723        136,316   

Total current liabilities other than assets included in disposal groups classified as held for sale

        1,034,251        1,547,086   

Total Current Liabilities

        1,034,251        1,547,086   

Non-Current Liabilities

       

Other non-current financial liabilities

     23         4,236,965        4,453,819   

Other non-current provisions

     18         34,541        64,529   

Deferred tax liabilities

     6         1,755,528        1,757,149   

Non-current provisions for employee benefits

     10         51,936        48,582   

Other non-current non-financial liabilities

     25         47,241        61,996   

Total non - current liabilities

        6,126,211        6,386,075   

Total liabilities

        7,160,462        7,933,161   

Equity

       

Issued capital

        353,618        353,618   

Retained earnings

        7,204,452        6,984,564   

Other reserves

        (949,360     (571,052

Equity attributable to parent company

        6,608,710        6,767,130   

Non-controlling interests

        37,735        47,606   

Total equity

        6,646,445        6,814,736   

Total equity and liabilities

        13,806,907        14,747,897   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4


Table of Contents

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

 

          For the periods ended December 31,  
     Note    2015
ThU.S.$
    2014
ThU.S.$
    2013
ThU.S.$
 

Statements of profit or loss

         

Revenue

   9      5,146,740        5,342,643        5,145,500   

Cost of sales

   3      (3,511,425     (3,654,146     (3,557,210

Gross profit

        1,635,315        1,688,497        1,588,290   

Other income

   3      273,026        368,924        385,055   

Distribution costs

   3      (528,470     (556,837     (523,587

Administrative expenses

   3      (551,977     (550,809     (544,694

Other expense

   3      (83,388     (138,769     (136,812

Profit from operating activities

        744,506        811,006        768,252   

Finance income

   3      50,284        30,772        19,062   

Finance costs

   3      (262,962     (246,473     (232,843

Share of profits of associates and joint ventures accounted for using equity method

   15      6,748        7,481        6,260   

Exchange rate differences

        (41,171     (9,961     (11,797

Profit before income tax

        497,405        592,825        548,934   

Income Tax

   6      (129,694     (448,652     (130,357

Net Profit

        367,711        144,173        418,577   
     

 

 

   

 

 

   

 

 

 

Net profit attributable to

         

Net profit attributable to parent company

        362,689        139,803        385,657   

Net profit attributable to non-controlling interests

        5,022        4,370        32,920   

Net Profit

        367,711        144,173        418,577   
     

 

 

   

 

 

   

 

 

 

Basic earnings per share

         

Basic earnings per share from continuing operations

        0.0032051        0.0012354        0.0034081   
     

 

 

   

 

 

   

 

 

 

Basic earnings per share

        0.0032051        0.0012354        0.0034081   
     

 

 

   

 

 

   

 

 

 

Earnings per diluted shares

         

Earnings per diluted shares from continuing operations

        0.0032051        0.0012354        0.0034081   
     

 

 

   

 

 

   

 

 

 

Earnings per diluted share

        0.0032051        0.0012354        0.0034081   
     

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5


Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

         

For the periods

ended December 31,

 
     Note    2015
ThU.S.$
    2014
ThU.S.$
    2013
ThU.S.$
 

Net profit

        367,711        144,173        418,577   

Components of other comprehensive income that will not be reclassified to profit or loss before tax:

         

Other comprehensive income before tax actuarial losses on defined benefit plans

        (1,530     (12,829     (4,143

Share of other comprehensive income of associates and joint ventures accounted for using equity method

        (781     (4,781     2,222   

Other Comprehensive Income that will not be reclassified to profit or loss before tax

        (2,311     (17,610     (1,921

Components of other comprehensive income that will be reclassified to profit or loss before tax:

         

Exchange differences on translation

         

Gains (losses) on exchange differences on translation, before tax

   11      (385,109     (163,844     (174,985

Other Comprehensive Income before tax exchange differences on translation

        (385,109     (163,844     (174,985

Cash flow hedges

         

Gains (losses) on cash flow hedges, before tax

        11,859        (43,228     35,789   

Recycle of cash flow hedges to profit or loss before tax

        (16,122     949        (5,880

Other Comprehensive Income before tax Cash flow hedges

        (4,263     (42,279     29,909   

Other Comprehensive income that will be reclassified to profit or loss before tax

        (389,372     (206,123     (145,076

Income tax relating to components of other comprehensive Income that will not be reclassified to profit or loss before tax

         

Income tax relating to actuarial losses on defined benefit plans

        649        3,404        829   

Income tax relating to components of other comprehensive Income that will be reclassified to profit or loss before tax

         

Income tax relating to cash flow hedges

   6      1,889        10,764        (5,400

Income tax relating to components of other comprehensive income that will be reclassified to profit or loss

        1,889        10,764        (5,400

Other comprehensive loss

        (389,145     (209,565     (151,568

Comprehensive (loss) income

        (21,434     (65,392     267,009   

Comprehensive Income attributable to

         

Comprehensive (loss) income, attributable to owners of parent company

        (15,619     (65,289     239,346   

Comprehensive (loss) income, attributable to non-controlling interests

        (5,815     (103     27,663   

Total comprehensive (loss) income

        (21,434     (65,392     267,009   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6


Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

12-31-2015   Issued
Capital
ThU.S.$
    Reserve of
exchange
differences
on
translation
ThU.S.$
    Reserve
of cash
flow
hedges
ThU.S.$
    Reserve
of
actuarial

losses on
defined
benefit
plans
ThU.S.$
    Other
Reserves
ThU.S.$
    Total other
Reserves
ThU.S.$
    Retained
Earnings
ThU.S.$
    Equity
attributable
to owners
of parent
T.hU.S.$
    Non -
controlling
interests
ThU.S.$
    Total
Equity
ThU.S.$
 

Opening balance at 01/01/2015

    353,618        (498,495     (53,022     (15,790     (3,745     (571,052     6,984,564        6,767,130        47,606        6,814,736   

Changes in Equity:

                   

Comprehensive income

                   

Net profit

                362,689        362,689        5,022        367,711   

Other comprehensive income, net of tax

      (374,275     (2,374     (878     (781     (378,308       (378,308     (10,837     (389,145

Comprehensive income

    0        (374,275     (2,374     (878     (781     (378,308     362,689        (15,619     (5,815     (21,434

Dividends

                (142,801     (142,801     (3,228     (146,029

Decrease from transfers and other changes in equity

                0        0        (828     (828

Changes in equity

    0        (374,275     (2,374     (878     (781     (378,308     219,888        (158,420     (9,871     (168,291

Closing balance at 12/31/2015

    353,618        (872,770     (55,396     (16,668     (4,526     (949,360     7,204,452        6,608,710        37,735        6,646,445   

 

12-31-2014   Issued
Capital
ThU.S.$
    Reserve of
exchange
differences
on
translation
ThU.S.$
    Reserve
of cash
flow
hedges
ThU.S.$
    Reserve
of
actuarial
losses on
defined
benefit
plans
ThU.S.$
    Other
Reserves
ThU.S.$
    Total other
Reserves
ThU.S.$
    Retained
Earnings
ThU.S.$
    Equity
attributable
to owners
of parent
T.hU.S.$
    Non -
controlling
interests
ThU.S.$
    Total
Equity
ThU.S.$
 

Opening balance at 01/01/2014

    353,618        (339,105     (21,507     (6,384     1,036        (365,960     7,004,640        6,992,298        52,242        7,044,540   

Changes in Equity:

                   

Comprehensive income

                   

Net profit

                139,803        139,803        4,370        144,173   

Other comprehensive income, net of tax

      (159,390     (31,515     (9,406     (4,781     (205,092       (205,092     (4,473     (209,565

Comprehensive income

    0        (159,390     (31,515     (9,406     (4,781     (205,092     139,803        (65,289     (103     (65,392

Dividends

                (159,879     (159,879     (4,533     (164,412

Changes in equity

    0        (159,390     (31,515     (9,406     (4,781     (205,092     (20,076     (225,168     (4,636     (229,804

Closing balance at 12/31/2014

    353,618        (498,495     (53,022     (15,790     (3,745     (571,052     6,984,564        6,767,130        47,606        6,814,736   

 

F-7


Table of Contents

12-31-2013

  Issued
Capital
ThU.S.$
    Reserve of
exchange
differences
on
translation
ThU.S.$
    Reserve
of cash
flow
hedges
ThU.S.$
    Reserve
of
actuarial
losses
on
defined
benefit
plans
ThU.S.$
    Other
Reserves
ThU.S.$
    Total other
Reserves
ThU.S.$
    Retained
Earnings
ThU.S.$
    Equity
attributable
to owners
of parent
T.hU.S.$
    Non -
controlling
interests
ThU.S.$
    Total
Equity
ThU.S.$
 

Opening balance at 01/01/2013

    353,176        (169,377     (46,016     (3,070     (1,186     (219,649     6,757,795        6,891,322        74,437        6,965,759   

Changes in Equity:

                      0   

Comprehensive income

                      0   

Net profit

                385,657        385,657        32,920        418,577   

Other comprehensive income, net of tax

      (169,728     24,509        (3,314     2,222        (146,311       (146,311     (5,257     (151,568

Comprehensive income

    0        (169,728     24,509        (3,314     2,222        (146,311     385,657        239,346        27,663        267,009   

Issuance of shares

    442                    442        (442     0   

Dividends

                (138,812     (138,812     (29,760     (168,572

Decrease from transfers and other changes in equity

                0        0        (17,392     (17,392

Decrease from changes in ownership interest in subsidiaries that do not result in loss of control

                  0        (2,264     (2,264

Changes in equity

    442        (169,728     24,509        (3,314     2,222        (146,311     246,845        100,976        (22,195     78,781   

Closing balance at 12/31/2013

    353,618        (339,105     (21,507     (6,384     1,036        (365,960     7,004,640        6,992,298        52,242        7,044,540   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8


Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
    12-31-2013
ThU.S.$
 

STATEMENTS OF CASH FLOWS

      

Cash Flows from (used in) Operating Activities

      

Classes of cash receipts from operating activities

      

Receipts from sales of goods and rendering of services

     5,733,693        5,629,175        5,609,104   

Receipts from collections from insurance claims, annuities and other policy benefits

     4,715        5,100        29,840   

Other cash receipts from operating activities

     332,981        359,539        408,257   

Classes of cash payments

      

Payments to suppliers for goods and services

     (4,260,587     (4,190,295     (4,117,942

Payments to and on behalf of employees

     (490,723     (499,370     (573,538

Other cash payments from operating activities

     (169,237     (122,027     (196,775

Interest paid

     (229,894     (204,915     (223,571

Interest received

     17,720        46,658        18,451   

Income taxes paid

     (87,784     (37,285     (55,272

Other inflows (outflows) of cash, net

     2,766        (1,405     (834

Net Cash flows from Operating Activities

     853,650        985,175        897,720   

Cash flows (used in) investing activities

      

Cash flow used in obtaining control of subsidiaries or other businesses

     (10,090     0        0   

Cash flow used for contributions in associates

     (814     0        0   

Cash flow used in purchase of associates and joint ventures

     0        (1,882     0   

Loans to related parties

     (23,628     (158,797     0   

Proceeds from sale of property, plant and equipment

     5,860        63,492        116,639   

Purchase of property, plant and equipment

     (321,385     (459,796     (645,388

Proceeds from sales of intangible assets

     99        0        0   

Purchase of intangible assets

     (10,395     (10,101     (5,889

Proceeds from sales of other long-term assets

     506        40,257        28,992   

Purchase of other non-current assets

     (126,132     (142,138     (213,244

Cash receipts from repayment of advances and loans made to related parties

     0        0        5,000   

Dividends received

     6,350        12,073        18,562   

Other inflows of cash, net

     1,849        1,734        7,708   

Cash flows used in Investing Activities

     (477,780     (655,158     (687,620

Cash flows from (used in) Financing Activities

      

Total borrowings obtained

     280,863        1,035,601        1,351,682   

Debt obtained in long term

     890        829,348        394,464   

Proceeds from short-term borrowings

     279,973        206,253        957,218   

Repayments of borrowings

     (949,183     (900,595     (1,216,917

Dividends paid by subsidiaries

     (143,003     (141,089     (140,054

Other outflows of cash, net

     (853     (1,802     (2,487

Cash flows used in Financing Activities

     (812,176     (7,885     (7,776

Net (decrease) increase in Cash and Cash Equivalents before effect of exchange rate changes

     (436,306     322,132        202,324   

Effect of exchange rate changes on cash and cash equivalents

     (34,821     (18,192     (23,610

Net (decrease) increase of Cash and Cash equivalents

     (471,127     303,940        178,714   

Cash and cash equivalents, at the beginning of the period

     971,152        667,212        488,498   

Cash and cash equivalents, at the end of the period

     500,025        971,152        667,212   

The accompanying notes are an integral part of these consolidated financial statements.

 

F-9


Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2015

 

NOTE 1. PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

Entity Information

Celulosa Arauco y Constitución S.A. and subsidiaries, (hereafter “Arauco” or the “Company”), tax identification number 93,458,000-1, is a closely held corporation, that was registered in the Securities Registry (the “Registry”) of the Superintendency of Securities and Insurance (the “SVS”) as No. 042 on June 14, 1982. Additionally, the Company is registered as a non-accelerated filer in the Securities and Exchange Commission (SEC) of the United States of America.

Forestal Cholguán S.A., subsidiary of Arauco, is also registered in the Securities Registry as No. 030.

The Company’s head office address is El Golf Avenue 150, floor 14th, Las Condes, Santiago, Chile.

Arauco is principally engaged in the production and sale of forestry and timber products. Its main operations are focused on the following business areas: Pulp, Plywood and Fiberboard Panels, Sawn Timber and Forestry.

Arauco is controlled by Empresas Copec S.A., which owns 99.9780% of Arauco, and is registered in the Securities Registry as No. 0028. Each of the above mentioned companies is subject to the oversight of the SVS.

The ultimate shareholders of Arauco are Mrs. Maria Noseda Zambra de Angelini, Mr. Roberto Angelini Rossi and Mrs. Patricia Angelini Rossi through the entity Inversiones Angelini y Cia. Ltda., which owns 63.4015% of the shares of AntarChile S.A., the controlling shareholder of our parent company Empresas Copec S.A.

Arauco’s Consolidated Financial Statements were prepared on a going concern basis.

Presentation of Consolidated Financial Statements

The Financial Statements presented by Arauco are comprised by the following:

 

   

Consolidated Statements of Financial Position as of December 31, 2015 and 2014.

 

   

Consolidated Statements of Profit or Loss by function for the periods between January 1 and December 31, 2015, 2014 and 2013.

 

   

Statements of Other Consolidated Comprehensive Income for the periods between January 1 and December 31, 2015, 2014 and 2013

 

   

Consolidated Statements of Changes in Equity for the periods between January 1 and December 31, 2015, 2014 and 2013.

 

   

Consolidated Statements of Cash Flows for the periods between January 1 and December 31, 2015, 2014 and 2013.

 

   

Explanatory disclosures (notes)

 

F-10


Table of Contents

Period Covered by the Consolidated Financial Statements

As of December 31, 2015 and 2014 and for the periods between January 1 and December 31, 2015, 2014 and 2013

Date of Approval of Consolidated Financial Statements

These consolidated financial statements were approved by the Board of Directors of the Company (the “Board”) on April 26, 2016.

Abbreviations used in this report:

IFRS – International Financial Reporting Standards

IASB – International Accounting Standards Board

IAS – International Accounting Standards

IFRIC – International Financial Reporting Standards Interpretations Committee

MU.S.$ – Millions of U.S. dollars

ThU.S.$ – Thousands of U.S. dollars

U.F. – Inflation index-linked units of account

EBITDA – Profit Before financing cost, Financial income, Income taxes, Depreciation, and Amortization (1)

ICMS – Tax movement of inventories and services (Brazil)

 

(1) Non gaap measure (See Risk Management Note 23.12.5)

 

F-11


Table of Contents

Functional and Presentation Currency

Arauco and most of its subsidiaries determined the United States (“U.S.”) Dollar as its functional currency since the majority of its revenues from sales of its products are derived from exports denominated in U.S. Dollars, while their costs of sales are in a large extent related or indexed to the U.S. Dollar.

In relation to the cost of sales, although the labor and services costs are generally billed and paid in local currency, these costs are not as significant as the costs of raw materials, which are driven mainly by global markets and therefore, influenced mostly by the U.S. Dollar.

For the pulp operating segment, most of the sales are exports denominated in U.S. Dollars and costs are mainly related to plantation costs which are settled in U.S. Dollars.

For the sawn timber, panel and forestry operating segments, although total sales include a mix of domestic (Domestic sales in the producing country) and exports sales, prices of the products are established in U.S. Dollars, which it is also the case for the cost structure of the related raw materials.

The presentation currency of the consolidated financial statements is the U.S. Dollar.Figures on these consolidated financial statements are presented in thousands of U.S. Dollar (ThU.S.$).

 

F-12


Table of Contents

Summary of significant accounting policies

 

a) Basis for preparation of consolidated financial statements

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and they represent the explicit and unreserved adoption of IFRS.

The consolidated financial statements have been prepared on the historical cost basis, except for biological assets and derivative financial instruments which are measured at fair value at the end of each period as explained in the following significant accounting policies.

 

b) Critical accounting estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS, requires management to make estimates and assumptions that affect the carrying amounts reported. These estimates are based on historical experience and various other assumptions that are considered to be reasonable. Actual results may differ from these estimates. Management believes that the accounting policies below are the critical judgments that have the most significant effect on the amounts recognized in the consolidated financial statements.

-Biological Assets

The recovery of forest plantations is based on discounted cash flow models which means that the fair value of biological assets is calculated using cash flows from continuing operations on a discounted basis, based on our sustainable forest management plans and the estimated growth of forests.

These discounted cash flows require estimates in growth, harvest, sales prices and costs; therefore it is important that management make appropriate estimates of future levels and trends for sales and costs, as well as conduct regular surveys of the forests to establish the volumes of wood available for harvesting and their current growth rates. The main considerations used to measure forest plantations are presented in Note 20, including a sensitivity analysis.

-Goodwill

Goodwill represents the excess of the acquisition cost over the fair value of the Group’s holding in the identifiable net assets of the acquired subsidiary at the date of acquisition. Said fair value is determined whether based on assessments and/or the discounted future flow method using hypotheses in their determination, such as sales prices and industry indexes, among others. See Note 17.

-Litigation and Contingencies

Arauco and its subsidiaries are subject to certain litigation proceedings. Future impact on Arauco’s financial condition derived from such litigations is estimated by management, in collaboration with its legal advisors. Arauco applies judgment when interpreting the reports of its legal advisors who provide updated estimates of the legal contingencies at each reporting period and/or at each time a modification is determined to be necessary. For a description of current litigations see Note 18.

 

F-13


Table of Contents
c) Consolidation

The consolidated financial statements include all entities over which Arauco has the power to direct the relevant financial and operating activities. Subsidiaries are consolidated from the date on which control is obtained and up to the date that control ceases.

Specifically, a company controls an investee or subsidiary if, and only if, they have all of the following:

(a) power over the investee, i.e. the investor has existing rights which give it the ability to direct the relevant activities (the activities that significantly affect the investee’s returns)

(b) exposure or rights to variable returns from involvement with the investee; and

(c) the ability to use power over the investee to affect the amount of the investor’s returns.

When Arauco holds less than the majority of voting rights in a company in which it participates, it nonetheless has the power over said company - when these voting rights are enough - to grant it in practice the ability to unilaterally direct said company’s relevant activities. Arauco takes into account all facts and circumstances in order to assess if the voting rights in a company in which it participates are enough for granting it nthe power, including:

a) the size of the investor’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

b) potential voting rights held by the investor, other vote holders or other parties;

c) rights arising from other contractual arrangements; and

d) any additional facts and circumstances that indicate the investor has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

The Company will reevaluate whether or not it holds control of a company in which it participates if the facts and circumstances indicate that changes have occurred in one or more of the three elements of control mentioned above.

Consolidation of an investee shall begin from the date the investor obtains control of the investee and cease when the investor loses control of the investee. An entity includes the income and expenses of an acquired or sold subsidiary in the consolidated financial statements from the date it gains control until the date when the entity ceases to control the subsidiary.

The profit or loss of each component of other comprehensive income is attributed to owners of the parent company and the non-controlling interest, as appropriate. Total comprehensive income is attributed to the owners of the parent company and non-controlling interests even if the results of the non-controlling interest have a deficit balance.

If a subsidiary uses accounting policies other than those adopted in the consolidated financial statements for transactions and other events in similar circumstances, appropriate adjustments are made to the financial statements of subsidiaries in order to ensure compliance with Arauco’s accounting policies.

All intercompany transactions and unrealized gains and losses from subsidiaries have been fully eliminated from consolidated financial statements and non-controlling interest is presented in the consolidated statement of financial position within equity, separately from the equity of the owners of the parent company.

 

F-14


Table of Contents

The consolidated financial statements at the end of this period include the assets, liabilities, income and expenses of the subsidiaries shown in Note 13.

Certain consolidated subsidiaries have Brazilian Real and Chilean Pesos as their functional currencies. For consolidation purposes, the financial statements of those subsidiaries have been prepared in accordance with IFRS and translated into the presentation currency as indicated in Note 1 (e) (ii).

 

d) Segments

Arauco has defined its operating segments according to its business areas, based on the products and services sold to its customers. This definition is consistent with the management, resource allocation and performance assessment made by key personnel responsible for making relevant decisions related to the Company’s operation. The Chief Operating Decision Maker (CODM) is the Chief Executive Officer who is responsible for making these decisions and it is supported by the Corporate Managing Directors of each segment.

Based on the aforementioned process, the Company has established operating segments according to the following business units:

 

   

Pulp

 

   

Panels

 

   

Sawn Timber

 

   

Forestry

Refer to Note 24 for detailed financial information by operating segment.

 

e) Functional currency

(i) Functional currency

All items in the financial statements of Arauco and each of its subsidiaries, associates and jointly controlled entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The consolidated financial statements are presented in U.S. dollars, which is Arauco’s functional and presentation currency.

(ii) Translation to the presentation currency of Arauco

For the purposes of presenting consolidated financial statements, assets and liabilities of Arauco’s operations in a functional currency different from Arauco´s are translated into U.S. dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange rate differences are recognized in other comprehensive income and accumulated in “Other reserves” within–equity.

 

F-15


Table of Contents

(iii) Foreign Currency Transactions

Transactions in currencies other than the functional currency are recognized at the exchange rates prevailing at the dates of the transactions. Profit or loss on transactions in currencies other than the functional currency 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 recognized in the statement of income, except those which are recorded in other comprehensive income and accumulated in equity such as cash flows hedging derivatives.

 

f) Cash and cash equivalents

Cash and cash equivalents include cash-in-hand, deposits held on demand at banks and other short term highly liquid investments with an original maturity of three months or less and which are subject to an insignificant risk of changes in value.

 

g) Financial Instruments

Financial assets

Financial assets are classified into the following specified categories: ‘loans and receivables’ and “derivative financial instruments”. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All purchases and sales of financial assets are recognized and derecognized on the trade date, which require delivery of assets within the same time frame established by regulation or convention in the marketplace.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are classified as current assets, except for those with maturities more than 12 months after the reporting period, which are classified as non-current assets. Loans and receivables include trade and other receivables.

Loans and receivables are initially recognized at fair value plus transaction costs that are directly attributable to the acquisition and are subsequently measured at amortized cost using the effective interest rate method, less any impairment.

Derivative financial instruments are explained in Note 1 h)

 

F-16


Table of Contents

Financial liabilities

Financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Financial obligations are classified as current liabilities, unless Arauco holds an unconditional right to defer their settlement during at least 12 months after the balance sheet’s date.

The estimate of the fair value of obligations with banks is determined using valuation techniques that include discounted cash flow analyses applying rates of similar loans. Bonds are appraised at market value.

 

h) Derivative financial instruments

(i) Derivative Financial Instruments - The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, interest rate swaps, currency swaps and zero cost collar contracts. The Company policy’s is to enter into derivatives contracts only for economic hedging purposes.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re-measured at fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss unless the derivative is designated as a hedging instrument and complies with hedge accounting requirements of IAS 39, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

(ii) Embedded derivatives - The Company assesses the existence of embedded derivatives in financial instrument contracts. Derivatives embedded in non-derivative host contracts are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the contracts are not measured at FVTPL as a whole. Arauco has determined that no embedded derivatives currently exist.

(iii) Hedge accounting - The Company designates certain hedging instruments as either fair value hedges or cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, Arauco documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.

-Fair Value Hedges under IAS 39- Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognized in profit or loss in the line item relating to the hedged item.

 

F-17


Table of Contents

-Cash flow hedges under IAS 39 - The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included in the Finance costs line item in the consolidated statement of profit or loss. Amounts previously recognized in other comprehensive income are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognized hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at that time remains in equity and is recognized when the forecasted transaction is ultimately recognized in profit or loss. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

 

i) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method.

The cost of finished and in process products includes the cost of raw materials, direct labor, other direct costs and manufacturing overhead expenses.

Initial costs of harvested wood are determined at fair value less cost of sale at the point of harvest.

Biological assets are transferred to inventories when forests are harvested.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When market conditions result in the production costs of a product exceeding its net realizable value, the inventories are written-down to their net realizable value. This write-down also includes obsolescence amounts resulting from slow moving inventories and technical obsolescence.

Spare parts that will be consumed in a period of less than twelve months are presented in inventories and recognized as an expense when they are consumed.

 

F-18


Table of Contents
j) Non-current assets held for sale

The Group classifies certain property, plant and equipment, intangible assets, investments in associates and disposal groups (groups of assets to be sold together with their directly associated liabilities) as non-current assets held for sale which as of the date of the statement of financial position are the subject of active sale efforts which are estimated to be highly probable. Non-current assets held for sale are presented separately from the other assets in the balance sheet.

These assets or disposal groups are measured at the lower of the carrying amount or the fair value less the costs to sell, and are no longer depreciated or amortized from the time they are classified as non-current assets held for sale.

 

k) Business Combinations

Arauco applies the acquisition method to account for a business combination. This method requires the identification of the acquirer, determination of the acquisition date, recognition and measurement of the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; and recognition and measurement of goodwill or a gain from a bargain purchase. Identifiable assets acquired and liabilities assumed and any contingent liabilities in a business combination are initially measured at fair value at the acquisition date, except:

-deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;

-liabilities or equity instruments related to share-based payment arrangements of the acquire or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquire are measured in accordance with IFRS 3 at the acquisition date; and

-assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with such standard.

Acquisition-related costs are accounted for as expenses when they are incurred, except for costs to issue debt or equity securities which are recognized in accordance with IAS 32 and IAS 39.

A parent will present non-controlling interests in the consolidated statement of financial position within equity, separately from the equity of the owners of the parent company.

Changes in the ownership interest of a parent in its subsidiary that do not result in a loss of control are treated as equity transactions. Any difference between the amount by which non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the parent company. No adjustment is made to the carrying amount of goodwill, neither gains nor losses are recognized in the statement of profit or loss.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may initially be measured either at fair value or at the present ownership instruments’ proportionate share of non-controlling interests, in the recognized amounts of the acquiree’s identifiable net assets. The choice is made on a transaction-by-transaction basis.

 

F-19


Table of Contents

Arauco measures the fair value of the acquired company in the business combination achieved in stage (“step acquisition”), recognizing the effects of remeasurement of previously held equity interest in the acquiree in the statements of income.

If the initial accounting for a business combination is not completed by the end of the reporting period in which the combination occurs, Arauco reports preliminary amounts for the items for which the accounting is incomplete. During the measurement period (no more than one year), these preliminary amounts are retrospectively adjusted, or additional assets or liabilities are recognized to reflect new information about facts and circumstances that existed at the acquisition date, if known, would have affected the amounts recognized at that date.

Business combinations that are under common control transactions are accounted using as a reference the pooling of interest. Under this method, assets and liabilities related to the transaction carry over the previous carrying values. Any difference between assets and liabilities included in the consolidation and the consideration transferred, is accounted in equity.

 

l) Investments in associates and joint arrangements

Associates are entities over which Arauco exercises significant influence, but not control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Joint arrangement is defined as an entity over which there is joint control, which exists only when the decisions about strategic of activities, both financial and operational, require the unanimous consent of the parties sharing control.

Investments in joint arrangements are classified as a joint venture or as a joint operation. A joint operation is a joint arrangement in which the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement in which the parties that have joint control of the arrangement (i.e., participants in a joint venture) have rights to the net assets of the arrangement.

Investments in associates and joint ventures are accounted for using the equity method and are initially recognized at cost. Their carrying amount is increased or decreased to recognize Arauco’s share of the profit or loss and other comprehensive income. Dividends received are recognized by deducting the amount received from the carrying amount of the investment. Arauco’s investment in associates includes goodwill (both net of any accumulated impairment loss).

The investments in joint operations are recognized through consolidation of assets, liabilities and results of operations in relation to Arauco’s ownership percentage.

Investments in associates and joint ventures are presented in the consolidated statement of financial position in the line item “Investments accounted for using equity method”.

If Arauco’s share of losses of an associate or joint venture equals or exceeds its interest in the associate or joint venture, Arauco discontinues recognizing its share of further losses. After Arauco’s carrying value in the investee is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that Arauco has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or joint venture subsequently reports profits, Arauco resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

 

F-20


Table of Contents
m) Intangible assets other than goodwill

After initial recognition, intangible assets with finite useful lives are carried at cost less any accumulated amortization and impairment losses.

Amortization of an intangible asset with a finite useful life is allocated over the asset’s useful life. Amortization begins when the asset is available for use, i.e., when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

(i) Computer Software

Computer software licenses are capitalized in terms of the costs incurred to acquire and make them compatible with existing software. These costs are amortized over the estimated useful lives of the software.

(ii) Water Rights, Easements and Other Rights

This item includes water rights, easements and other acquired rights recognized at historical cost which have indefinite useful lives as there is no foreseeable limit to the period over which these assets are expected to generate future cash flows. These rights are not amortized, but are tested for impairment at least annually, or when there is any indication that the assets might be impaired.

(iii) Customers and trade relations with customers

Correspond to the valuation over the time of the established relationship with customers, from the sale of products and services through its sales team. These relations will materialize in sales orders, which generate revenue and cost of sales. The useful life has been determined to be 15 years.

 

n) Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the statement of income.

Goodwill is not amortized but tested for impairment on annual basis.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For purposes of impairment testing, goodwill in a business combination is allocated as of the acquisition date to the cash generating unit or a group of cash generating units expected to benefit from the synergies of the combination irrespective of whether other assets or liabilities of the acquiree are allocated to those units or group of units.

The goodwill generated on acquisitions of foreign companies, is expressed in the functional currency of such foreign company.

Goodwill recognized for the acquisition of the subsidiary Arauco do Brasil S.A. whose functional currency is the Brazilian Real, is translated into U.S. Dollars at the closing exchange rate. At the date of these consolidated financial statements, the change in the carrying amount of goodwill in Brazil is only related to the net exchange rate differences on translation.

 

F-21


Table of Contents
o) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment. The cost includes expenditures that are directly attributable to the acquisition of the assets.

Subsequent costs, such as improvements and replacement of components, are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Arauco and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized from property, plant and equipment. All other repairs and maintenance costs are expensed in the period in which they are incurred.

Arauco capitalizes borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets as part of the cost of those assets, until the assets are ready for their intended use (See Note 12).

Depreciation is calculated by components using the straight-line method.

The useful lives of the items of property, plant and equipment is estimated according to the expected use of the assets.

The residual values and useful lives of assets are reviewed and adjusted, if appropriate, annually.

 

p) Leases

Arauco applies IFRIC 4 to assess whether an arrangement is, or contains, a lease. Leases of assets in which Arauco substantially holds all the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

Finance leases are initially recognized at the lower of the fair value at the inception of the lease of the leased property and the present value of the minimum lease payments.

When assets are leased under a finance lease, the present value of lease payments are recognized as financial account receivables. Finance income, which is the difference between the gross receivable and the present value of such amount, is recognized as the interest rate of return.

Leases in which substantially all risks and rewards are not transferred to the lessee are classified as operating leases. Payments under operating leases (net of any incentives received from the lessor) are recognized as an expense on a straight-line basis over the lease term.

Arauco evaluates the economic nature of the contracts that grant the right to use certain assets, for the purposes of determining the existence of implied leases. In these cases, the Company separates - at the beginning of the contract, and based on relative fair values - payments and considerations associated with the lease, from the rest of the elements incorporated to the contract.

 

F-22


Table of Contents
q) Biological Assets

IAS 41 requires that biological assets, such as standing trees, are measured at fair value less cost to sell in the statement of financial position. Forestry plantations are accounted for at fair value less costs to sell, based on the presumption that fair values of these assets can be measured reliably.

The measurement of forestry plantations is based on discounted cash flow models whereby the fair value of the biological assets is determined using estimated future cash flows from continuing operations calculated using our sustainable forest management plans and including the estimated growth of the forests. This valuation is performed on the basis of each identifiable farm block and for each type of tree.

The measurement of new forestry plantations made during the current year is made at cost, which corresponds to the fair value at that date. After twelve months, the valuation methodology used is that explained in the preceding paragraph.

Biological assets shown as current assets correspond to those forestry plantations that will be harvested in the short term.

Biological growth and changes in fair value of forestry plantations are recognized in the line item “Other income” in the consolidated statement of profit or loss.

 

r) Income tax expense and deferred income tax assets and liabilities.

The tax liabilities are recognized in the consolidated financial statements based on the determination of taxable income for the year and calculated using the tax rates in force in the countries where Arauco operates.

Deferred income tax is recognized using liability method, on the temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated annual accounts. Deferred income tax is determined using tax rates contained in laws adopted as of the date of the financial statements and that are expected to be applicable when the related deferred tax asset is realized or the deferred income tax liability is settled.

The goodwill arising on business combinations does not give rise to deferred tax.

The deferred tax assets and tax credits are generally recognized for all deductible temporary differences to the extent that it is probable that future taxable profit will be available against which those deductible temporary differences can be utilized.

 

s) Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, 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 can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period.

 

F-23


Table of Contents
t) Revenue recognition

Revenues are recognized when Arauco has transferred the risks and rewards of ownership to the buyer and Arauco has no right to dispose of the assets, nor effective control of such good.

(i) Revenue recognition from the Sale of Goods

Revenue from the sale of goods is recognized when Arauco has transferred to the buyer the significant risks and rewards of ownership of the goods, when the amount of revenue can be reliably measured, when Arauco does not retain any managerial involvement over the goods sold and when it is probable that the economic benefits associated with the transaction will flow to Arauco and the costs incurred in respect of the transaction can be measured reliably.

Sales are recognized in terms of the price agreed to in the sales contract, less any volume discounts and estimated product returns at the date of the sale. Volume discounts are evaluated in terms of estimated annual purchases. There is no significant financing component given that receivables from sales are collected within a short period, which is in line with market practices.

The structure for recognizing revenue from export sales is based on the 2010 Incoterms, which are the official rules for the interpretation of commercial terms issued by the International Chamber of Commerce.

The main Incoterms used by Arauco are the following:

“CFR (Cost and freight)”, where the company bears all costs including main transportation, until the products arrives at its port of destination. The risk is transferred to the purchaser once the products have been loaded onto the vessel, in the country of origin.

“CIF (Cost Insurance & Freight)”, where the Company organizes and pays for external freight services and some other expenses. Arauco is no longer responsible for the products once it has been delivered to the ocean carrier company. The point of sale is the delivery of the products to the carrier chartered by the seller.

(ii) Revenue recognition from Rendering of Services

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue is recognized by reference to the stage of completion of the transaction at the date of the reporting period, and when it is probable that the economic benefits associated with the transaction will flow to the Arauco.

Arauco mainly provides power supply services which are transacted principally in the spot market of the Sistema Interconectado Central (“Central Interconnected System”). According to current regulations, the prices on that market called “Marginal Costs” are calculated by the Centro de Despacho Económico de Carga del Sistema Interconectado Central (CDEC–SIC) (“Economic Load Dispatch Center of the Central Interconnected System”) and are generally recognized in the period in which the services are rendered.

Electrical power is generated as a by-product of the pulp and wood process and is a complementary business to it, which is initially supplied to the group’s subsidiaries and any surplus is sold to the CDEC-SIC.

 

F-24


Table of Contents

Arauco provides other non-core services such as port services and pest control whose revenues are derived from fixed price service contracts, generally recognized during the period of the service contract on a straight-line basis over the term of the contract.

Revenues from operating segments mentioned in Note 24 are measured in accordance with the policies indicated in the preceding paragraphs.

Revenues from inter-segment sales (which are made at market prices) are eliminated in the consolidated financial statements.

 

u) Minimum dividend

Article No. 79 of the Chilean Corporations Law states that, unless otherwise unanimously agreed by the shareholders, corporations must distribute annually at least 30% of net income for the current year as cash dividend to shareholders determined in proportion to their shares or in the proportion established in the by-laws for preferred shares, if any, except where necessary to absorb accumulated losses from prior years.

The General Shareholders’ Meeting of Arauco agreed to distribute annual dividends at 40% of net distributable income, including an interim dividend to be distributed at year end. Dividends payable are recognized as a liability in the financial statements in the period when they are declared and approved by the Arauco’s shareholders or when arises the corresponding present obligation based on existing legislation or distribution policies established by the Shareholders’ Meeting.

The dividends payable provision is registered for 40% of the liquid distributable profit and against a lower equity, based on the yearly resolution of the Shareholders’ Meeting.

Dividends payable are presented in the line item “Other current non-financial liabilities” in the consolidated statement of financial position.

 

v) Earning per share

Basic earnings per share are calculated by dividing the net profit for the period attributable to the parent company by the weighted average number of ordinary shares outstanding during the period, excluding the average number of shares in the Company held by a subsidiary, if such circumstance exists. Arauco has not performed any type of transaction with a potential dilutive effect that would cause diluted earnings per share to be different from basic earnings per share.

 

w) Impairment

Non-financial Assets

The recoverable amount of property, plant and equipment and other assets with finite useful lives are measured whenever there is any circumstances indicating that the assets have to recognize an impairment loss. Among the circumstances to consider as evidence of impairment are significant declines in the assets’ market value, significant adverse changes in the technological environment, obsolescence or physical damages of assets and changes in the manner in which the asset is used or expected to be used). Arauco evaluates at the end of each reporting period whether there is any evidence of the indications above mentioned.

A previously recognized impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount however a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

 

F-25


Table of Contents

For the purposes of assessing impairment losses, assets are grouped at the lowest level for which there is identifiable cash flows separately for each cash-generating unit. Non-financial assets, other than goodwill, which had recognized an impairment loss, are reviewed at the end of each reporting period whether there is any circumstances indicating that an impairment loss previously recognized may no longer exists or has decreased.

“Cash-generating units” are the smallest identifiable groups of those cash inflows that are largely independent of the cash inflow from other assets or groups of assets.

Goodwill

Goodwill and intangible assets with indefinite useful life are tested annually for impairment or whenever circumstances indicate it. The recoverable amount of an intangible asset is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognized whenever the carrying amount exceeds the recoverable amount.

Goodwill is allocated to cash-generating units for impairment testing purposes. The allocation is made between cash-generating units or groups of cash generating units expected to benefit from the synergies of the combination.

A cash-generating unit, for which goodwill has been allocated, is tested for impairment annually or more frequently when there is a circumstance indicating that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets pro rata based on the carrying amount of each asset in the unit. Any impairment loss of goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

Financial Assets

At the end of each reporting period, an assessment is performed in order to identify whether there is any objective evidence that a financial asset or a group of financial assets may have been impaired. Financial assets are impaired only when there is objective evidence that, as a result of one or more loss events that occurred after the initial recognition of a financial asset, the estimated future cash flows of the financial asset have been affected. Impairment losses are recognized in the consolidated statement of profit or loss.

An allowance for doubtful accounts is established based on an analysis of the maturity of the portfolio and considering the insurance coverage on accounts receivable. Other conditions are assessed, for example, when there is objective evidence of default or delinquency in payments under the original sale terms and when the customer enter into bankruptcy or financial reorganization, and is written-off when Arauco has exhausted all levels of recovery of the receivable in a reasonable time.

The allowance for doubtful accounts is measured as the difference between the carrying amount of receivables and the present value of estimated future cash flows. The carrying amount of the receivable is reduced through the use of the allowance. If the impairment loss decreases in later periods, it is reversed either directly or by adjusting the provision for doubtful accounts, with effect in profit or loss.

 

F-26


Table of Contents
x) Employee Benefits

Arauco constitutes labor obligations for severance payable in all circumstances for certain of its employees with at least 5 years of work in the Company, based on the terms of the staff’s collective and individual bargaining agreements.

The related provision is an estimate of the years of service to be recognized as a future labor obligation liability, in accordance with contracts between Arauco and its employees and pursuant to actuarial valuation criteria for this type of liability. This post-employment benefit is considered a defined benefit plan.

The main factors considered for calculating the actuarial value of severance obligation for years of service are employee turnover, salary increases and life expectancy of the workers included in this benefit.

Actuarial gains and losses are recognized in other comprehensive income in the year they are incurred.

 

y) Employee Vacations

Arauco recognizes the expense for employee vacation according to labor legislation in each country on an accrual basis.

This obligation is presented in the line item “Trade and Other current payables” and “Trade and Other non-current payables” depending on their respective maturities in the consolidated statement of financial position.

 

z) Recent accounting pronouncements

The following new standards and interpretations have been adopted in these consolidated financial statements:

 

Amendments and improvements

  

Contents

  

Mandatory application
for annual periods
beginning on or after

IAS 19

  

Employee Benefits

 

Clarifies the requirements related to the way in which contributions from employees or others which are linked to the service must be attributed to periods of service.

   July 1, 2014

Annual improvements 2010-2012-Amendments to IFRS 6

   IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24    July 1, 2014

Annual Improvement 2011-2013 -Amendments to IFRS 4

   IFRS 1, IFRS 3, IFRS 13, IAS 40    July 1, 2014

The application of the standards, amendments and interpretations outlined above, did not have a significant impact on Arauco´s consolidated financial statements.

As of the date of issue of these consolidated financial statements, the following accounting statements have been issued by the IAS, which have not been subject to early adoption.

 

F-27


Table of Contents

Standards and interpretations

  

Contents

  

Mandatory application
for annual periods
beginning on or after

IFRS 9

  

Financial Instruments

 

The complete version of IFRS 9 replaces most of the guidance in IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39.

   January 1, 2018

IFRS 15

   This standard defines a new model to recognize revenue from contracts with costumers.    January 1, 2018

IFRS 16

  

Leases

 

Specifies guidelines to recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value.

   January 1, 2019

Amendments and improvements

  

Contents

  

Mandatory application
for annual periods
beginning on or after

IFRS 11-Amendments

   Establishes how to account for the acquisition of an interest in a joint venture operation that qualifies as a business.    January 1, 2016
IAS 16 and IAS 38 – Amendments    This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropiate. It also clarifies that revenue is generally presumed to be an inappropiate basis for measuring the consumption of the economic benefits embodied in an intangible asset.    January 1, 2016
IAS 16 and IAS 41 – Amendments    These amendments change the reporting for bearer plants, which should be accounted for in the same way as property, plant and equipment. The amendments include them in the scope of IAS 16 rather tan IAS 41.    January 1, 2016

IAS 27-Amendments

   Allows entities to use the equity method to account for investments in subsidiaries, join ventures and associates in their separate financial statements.    January 1, 2016
IFRS 10 and IAS 28- Amendments   

These amendments address an inconsistency between IFRS 10 and IAS 28 regarding the contribution of assets between an investor and its associate or join venture.

 

The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports

   January 1, 2016
IFRS 10, and IAS 28- Amendments    Amendments address issues that have arisen in the context of applying the consolidation exception for investment entities.    January 1, 2016

IAS 1-Amendments

   The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports.    January 1, 2016
Annual Improvements 2012-2014 Cycle       January 1, 2016
Amendment to IFRS 5 “ Non-current Assets Held for Sale and Discontinued Operations”    Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.    January 1, 2016
Improvements to IFRS 7 “ Financial Instruments: Disclosures”    Adds additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of determining the disclosures required. Clarifies the applicability of the amendments to IFRS 7 on offsetting disclosures to condensed interim financial statements.    January 1, 2016
Improvements to IAS 19, “Employee Benefits”    Clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid.    January 1, 2016
Improvements to IAS 34, “ Interim Financial Reporting”    Clarifies the meaning of ‘elsewhere in the interim report’ and requires a cross-reference    January 1, 2016

 

F-28


Table of Contents

Arauco is in the process of evaluating the impacts on the financial statements as a result of the adoption of IFRS 9, IFRS 15 and IFRS 16. Arauco estimates that the adoption of the other amendments and interpretations will not have a substantial impact on the Company’s Consolidated Financial Statements during their period of their initial application.

 

NOTE 2. CHANGES IN POLICIES AND ACCOUNTING ESTIMATES

There have been no changes in the treatment of estimates, amendments and accounting policies with respect to last year

 

NOTE 3. DISCLOSURE OF OTHER INFORMATION

 

a) Disclosure of Information on Issued Capital

At the date of these consolidated financial statements the share capital of Arauco is ThU.S.$353,618.

100% of Capital corresponds to ordinary shares

 

     12-31-2015    12-31-2014

Description of Ordinary Capital Share Types

   100% of Capital corresponds to ordinary shares

Number of Authorized Shares by Type of Capital in Ordinary Shares

   113,159,655

Nominal Value of Shares by Type of Capital in Ordinary Shares

   ThU.S.$0.0031210 per share

Amount of Capital in Shares by Type of Ordinary Shares that Constitute Capital

   ThU.S.$353,618
     12-31-2015    12-31-2014

Number of Shares Issued and Fully Paid by Type of Capital in Ordinary Shares

   113,159,655

 

b) Dividends paid

The interim dividend paid in the year was equivalent to 15% of the distributable net profit calculated as of the end of September 2015 was considered a decrease in the statement of changes in equity.

The final dividend paid each year corresponds to the difference between the 40% of the prior year distributable net profit and the amount of the interim dividend paid.

 

F-29


Table of Contents

The ThU.S.$142,801 (ThU.S.$159,879 as of December 31, 2014) presented in the statement of changes in equity correspond to the minimum dividend provision recorded for the period 2015 (period 2014).

In the Cash Flow Statement, in the line item “Dividends paid” an amount of ThU.S.$143,003 is presented for the year ended December 31, 2015 (ThU.S.$141,089 for the year ended December 31, 2014) which ThU.S.$141,652 (ThU.S.$137,232 for the year ended December 31, 2014) correspond to the payment of dividends to the parent company.

The following are the dividends paid and per share amounts during the period 2015 and 2014:

 

Detail of Dividend Paid, Ordinary Shares

  

Dividend Paid

   Interim Dividend

Type of Shares for which there is a Dividend Paid

   Ordinary Shares

Date of Dividend Paid

   12-16-2015

Amount of Dividend

   ThU.S.$43,580

Number of Shares for which Dividends are Paid

   113,159,655

Dividend per Share, Ordinary Shares

   U.S.$0.38512

 

Detail of Dividend Paid, Ordinary Shares

  

Dividend Paid

   Final Dividend

Type of Shares for which there is a Dividend Paid

   Ordinary Shares

Date of Dividend Paid

   05-12-2015

Amount of Dividend

   ThU.S.$98,072

Number of Shares for which Dividends are Paid

   113,159,655

Dividend per Share

   U.S.$0.86667

 

Detail of Dividend Paid, Ordinary Shares

  

Dividend Paid

   Interim Dividend

Type of Shares for which there is a Dividend Paid

   Ordinary Shares

Date of Dividend Paid

   12-09-2014

Amount of Dividend

   ThU.S.$61,808

Number of Shares for which Dividends are Paid

   113,159,655

Dividend per Share

   U.S.$0.54620

 

Detail of Dividend Paid, Ordinary Shares

  

Dividend Paid

   Final Dividend

Type of Shares for which there is a Dividend Paid

   Ordinary Shares

Date of Dividend Paid

   05-09-2014

Amount of Dividend

   ThU.S.$75,424

Number of Shares for which Dividends are Paid

   113,159,655

Dividend per Share

   U.S.$0.66653

 

c) Disclosure of Information on Reserves

Other reserves comprise reserves of exchange differences on translation, reserves of cash flow hedges and other reserves. Arauco does not have any restrictions associated with these reserves.

 

F-30


Table of Contents

Reserves of exchange differences on translation

Reserves of exchange differences on translation correspond to exchange differences relating to the translation of the results and net assets of Arauco’s subsidiaries whose functional currency is other than Arauco’s presentation currency.

Reserves of cash flow hedges

Reserves of cash flow hedges correspond to the portion of net gain or loss of derivative financial instruments that complies with the requirements of hedge accounting at the end of each period.

Reserve of Actuarial Losses in Defined Benefit Plans

This corresponds to changes in the present value of the obligation for defined benefits resulting from experience adjustments (the effect of the differences between the previous actuarial assumptions and the events that occurred within the context of the plan) and the effects of the changes in the actuarial assumptions.

Other reserves

This mainly corresponds to the share of other comprehensive income of investments in associates and joint ventures.

 

F-31


Table of Contents

d) Other items in the Statement of Income

Other income, other expenses, finance income, finance costs and share profit (loss) of associates and joint ventures for the years ended December 31, 2015, 2014 and 2013 are as follows:

 

     January - December  
     2015      2014      2013  
     ThU.S.$      ThU.S.$      ThU.S.$  

Classes of Other Income

        

Other Income, Total

     273,026         368,924         385,055   

Gain from changes in fair value of biological assets (See note 20)

     210,479         284,497         269,671   

Net income from insurance compensation

     1,522         2,264         1,297   

Revenue from export promotion

     2,692         4,032         4,115   

Lease income

     2,654         2,708         2,315   

Gain on sales of assets

     11,849         57,653         46,473   

Gain on sales of assets classified as held for sale

     —           244         29,137   

Gain from compensation of judgement

     —           —           8,500   

Gain on business combination achieved in stages

     8,744         —           —     

Access easement

     8,160         5,158         1,771   

Recovery of tax credits

     8,081         —           —     

Other operating results (sale materials and waste, rent of easements, income tax recovery)

     18,845         12,368         21,776   

Classes of Other Expenses by activity

        

Total of other expenses by activity

     (83,388      (138,769      (136,812

Depreciation

     (1,407      (2,084      (568

Legal expenses

     (3,334      (4,806      (17,065

Impairment provision for property, plant and equipment and others

     (12,321      (11,929      (14,339

Operating expenses related to plants stoppage

     (3,917      (5,102      (9,676

Expenses related to projects

     (532      (7,447      (17,707

Start-up costs

     —           (9,591      —     

Loss of forest due to fires

     (34,850      (31,512      (8,546

Other Taxes

     (8,981      (7,540      (4,458

Research and development expenses

     (2,604      (3,105      (2,641

Severance payments and evictions

     (1,748      (8,256      (1,974

Fines, readjustments and interests

     (1,139      (3,749      (2,530

Other expenses

     (12,555      (43,648      (57,308

Classes of financial income

        

Financial income, total

     50,284         30,772         19,062   

Financial income from mutual funds – term deposits

     15,128         13,786         10,539   

Financial income resulting from swap – forward instruments

     4,439         4,673         4,287   

Financial income resulting from loans with related companies

     17,629         6,570         —     

Other financial income

     13,088         5,743         4,236   

Classes of financing costs

        

Financing costs, Total

     (262,962      (246,473      (232,843

Interest expense, Bank loans

     (40,690      (32,978      (29,349

Interest expense, Bonds

     (189,526      (186,186      (169,806

Interest expense, Other financial instruments

     (7,260      (8,612      (6,139

Other financial costs

     (25,486      (18,697      (27,549

Share of profit (loss) of associates and joint ventures accounted for using equity method

        

Total

     6,748         7,481         6,260   

Investments in associates

     5,573         6,958         5,657   

Joint ventures

     1,175         523         603   

 

F-32


Table of Contents

The analysis of expenses by nature contained in these consolidated financial statements is presented below:

 

     January - December  

Cost of sales

   2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Timber

     641,821         808,991         869,036   

Forestry labor costs

     636,100         655,257         631,749   

Depreciation and amortization

     371,851         323,306         271,708   

Maintenance costs

     305,701         278,280         209,977   

Chemical costs

     539,856         541,327         485,799   

Sawmill Services

     128,801         129,052         124,501   

Other Raw Materials

     226,342         184,836         203,667   

Other Indirect costs

     138,900         126,129         171,704   

Energy and fuel

     172,077         231,120         200,161   

Cost of electricity

     41,674         78,760         89,818   

Wage and salaries

     308,302         297,088         299,090   

Total

     3,511,425         3,654,146         3,557,210   

 

     January - December  

Distribution cost

   2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Selling costs

     48,160         48,656         33,242   

Commissions

     15,801         16,201         15,781   

Insurance

     4,601         5,330         5,913   

Provision for doubtful accounts

     3,137         2,497         (372

Other selling costs

     24,621         24,628         11,920   

Shipping and freight costs

     480,310         508,181         490,345   

Port services

     26,216         28,906         27,185   

Freights

     387,081         402,386         405,136   

Other shipping and freight costs

     67,013         76,889         58,024   

Total

     528,470         556,837         523,587   

 

     January - December  

Administrative expenses

   2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Wage and salaries

     227,407         215,662         212,346   

Marketing, advertising, promotion and publications expenses

     10,422         11,343         9,721   

Insurance

     28,216         32,367         39,044   

Depreciation and amortization

     24,587         25,686         24,070   

Computer services

     31,897         25,136         19,760   

Lease rentals (offices, storage of supplies and data

archiving and vehicles)

     13,527         10,209         14,650   

Donations, contributions, scholarships

     11,172         10,407         15,638   

Fees (legal and technical advisors)

     49,556         51,301         45,587   

Property taxes, patents and municipality rights

     19,196         20,790         27,812   

Other administration expenses (travel within and outside the country, cleaning services, security, basic services)

     135,997         147,908         136,066   

Total

     551,977         550,809         544,694   

 

            January-December  

Expenses for

   Note      2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Depreciations

     7         388,192         340,959         288,812   

Employee benefits

     10         537,629         525,220         573,538   

Amortization

     19         11,953         12,475         9,836   

 

F-33


Table of Contents
NOTE 4. INVENTORIES

 

Components of Inventory

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Raw materials

     85,999         98,242   

Production supplies

     97,755         107,067   

Products in progress

     62,475         66,635   

Finished goods

     503,059         469,561   

Spare Parts

     160,700         152,068   

Total Inventories

     909,988         893,573   

Inventories recognized as cost of sales at December 31, 2015 were ThU.S.$3,411,774 (ThU.S.$3,569,213 at December 31, 2014).

In order to have the inventories recorded at net realizable value at December 31, 2015, a net decrease of inventories was recognized associated with a greater provision of obsolescence of ThU.S.$6,909 (greater provision of ThU.S.$2,967 at December 31, 2014). As of December 31, 2015, the amount of obsolescence provision is ThU.S.$18,577 (ThU.S.$11,668 at December 31, 2014).

At December 31, 2015 there were inventory write-offs of ThU.S.$4,215 (ThU.S.$548 at December 31, 2014)

The inventory obsolescence provision is calculated based on the sales conditions of products and age of inventory (inventory turnover).

As of the date of these consolidated financial statements, there are no inventories pledged as security to report.

Agricultural Products

Agricultural Products are mainly forestry products that are intended for sale in the normal course of our operations and are measured at fair value less costs to sell at the point of harvest at the end of each reporting period Agricultural products are classified as raw materials within the line item inventories.

 

F-34


Table of Contents
NOTE 5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, bank checking account balances, time deposits, repurchase agreements and mutual funds. These are short-term highly liquid investments that are readily convertible to known amounts of cash, and are subject to an insignificant risk of changes in value.

The investment objective of time deposits and repurchase agreements is to maximize the amounts of cash surpluses in the short-term. These instruments are permitted under Arauco’s Investment Policy which allows investing in fixed income securities. These instruments have a maturity of less than three months from the date of acquisition.

Arauco invests in local and international mutual funds in order to maximize the returns of cash surpluses denominated in Chilean Pesos or in foreign currencies such as U.S. Dollars or Euros. These instruments are permitted under Arauco’s Investment Policy.

As of the date of these consolidated financial statements, there are no amounts of cash and cash equivalents with restrictions on use.

 

Components of Cash and Cash Equivalents

   12-31-2015
ThU.S.$
     12-31-2015
ThU.S.$
 

Cash on hand

     201         391   

Bank checking account balances

     143,123         157,611   

Time deposits

     159,912         669,545   

Mutual funds

     196,789         128,985   

Other cash and cash equivalents (*)

     0         14,620   

Total

     500,025         971,152   

 

(*) Corresponds to financial instruments under resale agreements

The risk classification of the mutual funds in effect as of December 31, 2015 and 2014 is shown bellow.

 

     December
2015
ThU.S.$
     December
2014
ThU.S.$
 

AAAfm

     196,749         128,833   

AAfm

     40         152   

Total Mutual Funds

     196,789         128,985   

 

F-35


Table of Contents
NOTE 6. INCOME TAXES

The tax rates applicable in the countries in which Arauco operates are 22.5% in Chile, 35% in Argentina, 34% in Brazil, 25% in Uruguay and 34% in the United States (federal tax).

On September 29, 2014, the Official Gazette published Law No. 20,780, which introduced various amendments to the current income tax system in Chile, as well as to other taxes. Derived from the changes in this law, the Company will be required to choose the application of the partially integrated system, which increase the tax rates to 21%, 22.5%, 24%, 25.5% y 27% for the fiscal years 2014, 2015, 2016 and 2017.

The effect on the results of operations for the year ended December 31, 2014 due to the change in tax rate was an expense of ThU.S.$ 292,717, which was generated mainly from the result of the expected reversal of temporary defferences associated with property, plant, equipment and biological assets.

Deferred Tax Assets

The following table sets forth the deferred tax assets as of the dates indicated:

 

Deferred Tax Assets

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Deferred tax Assets relating to Provisions

     13,498         14,923   

Deferred tax Assets relating to Accrued Liabilities

     8,535         11,120   

Deferred tax Assets relating to Post-Employment benefits

     15,480         13,859   

Deferred tax Assets relating to Property, Plant and equipment

     7,730         11,199   

Deferred tax Assets relating to Financial Instruments

     21,805         14,129   

Deferred tax Assets relating to Tax Loss Carryforwards

     35,751         44,832   

Deferred tax Assets relating to Inventories

     4,240         3,157   

Deferred tax Assets relating to Provisions for Income

     3,997         5,827   

Deferred tax Assets relating to Allowance for Doubful Accounts

     4,572         3,855   

Intangible revaluation differences

     56         1,080   

Deferred tax Assets relating to Other Deductible Temporary Differences

     24,587         34,302   

Total Deferred Tax Assets

     140,251         158,283   

Certain subsidiaries of Arauco, as of the date of these consolidated financial statements, present tax losses for which we estimate that, given the projection of future profits, will allow the recovery of these assets. The total amount of these tax losses is ThU.S.$112,383 (ThU.S.$132,292 at December 31, 2014), which are mainly originated by operational and financial losses.

In addition, as of the date of these consolidated financial statements there are ThU.S.$114,507 (ThU.S.$92,809 at December 31, 2014) of non-recoverable tax losses from Inversiones Arauco Internacional and entities classified as joint operation based on the participation of Arauco, for which deferred tax assets have not been recognized. The estimated recovery period exceeds the expiry date of such tax losses.

 

F-36


Table of Contents

Deferred Tax Liabilities

The following table sets forth the deferred tax liabilities as of the dates indicated:

 

Deferred Tax Liabilities

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Deferred tax Liabilities relating to Property, plant and equipment

     930,608         941,666   

Deferred tax Liabilities relating to Financial Instruments

     6,376         4,906   

Deferred tax Liabilities relating to Biological Assets

     693,103         681,505   

Deferred tax Liabilities relating to Inventory

     31,912         25,688   

Deferred tax Liabilities due to Prepaid Expenses

     40,907         40,888   

Deferred tax Liabilities due to Intangible

     26,419         32,990   

Deferred tax Liabilities relating to Other Taxable Temporary Differences

     26,203         29,506   

Total Deferred Tax Liabilities

     1,755,528         1,757,149   

The effect of changes in current and deferred tax liabilities related to cash flow hedges corresponds to a credit of ThU.S.$1,889 for the year ended December 31, 2015 (compared to a credit of ThU.S.$10,764 for the December 31, 2014), which is presented in consolidated statements of other comprehensive income and accumulated in Reserves for cash flow hedges in the consolidated statement of changes in equity.

 

F-37


Table of Contents

Reconciliation of deferred tax assets and liabilities

 

Deferred Tax Assets

   Opening
Balance
01-01-2015
ThU.S.$
     Deferred
tax
Expenses
(Income)
ThU.S.$
    Deferred
tax of
items
charged
to other
comprehensive
income
ThU.S.$
     Increase
(decrease)
from
business
combinations
ThU.S.$
     Increase
(decrease)
Net
exchange
differences
ThU.S.$
    Closing
balance
12/31/2015
ThU.S.$
 

Deferred tax Assets relating to Provisions

     14,923         (813     —           —           (612     13,498   

Deferred tax Assets relating to accrued liabilities

     11,120         (2,561     —           —           (24     8,535   

Deferred tax Assets relating to Post-Employment benefits

     13,859         971        692         —           (42     15,480   

Deferred tax Assets relating to Property, Plant and equipment

     11,199         (3,469     —           —           —          7,730   

Deferred tax Assets relating to Financial Instruments

     14,129         23        7,653         —           —          21,805   

Deferred tax Assets relating to tax loss carryforwards

     44,832         (959     —           —           (8,122     35,751   

Deferred tax assets relating to provisions for income

     3,157         1,487        —           —           (404     4,240   

Deferred tax assets relating to provisions for income

     5,827         (1,825     —           —           (5     3,997   

Deferred tax assets relating to provision for doubful accounts

     3,855         797        —           —           (80     4,572   

Intangible revaluation differences

     1,080         (1,024     —           —           —          56   

Deferred tax assets relating to other deductible temporary differences

     34,302         (8,892     —           —           (823     24,587   

Total deferred tax assets

     158,283         (16,265     8,345         —           (10,112     140,251   

 

Deferred Tax Liabilities

   Opening
Balance
01-01-2015
ThU.S.$
     Deferred
tax
Expenses
(Income)
ThU.S.$
    Deferred
tax of
items
charged
to other
comprehensive
income
ThU.S.$
     Increase
(decrease)
From
business
combination
ThU.S.$
     Increase
(decrease)
Net
exchange
differences
ThU.S.$
    Closing
balance
12/31/2015
ThU.S.$
 

Deferred tax liabilities relating to property, Plant and equipment

     941,666         5,221        —           —           (16,279     930,608   

Deferred tax liabilities relating to financial instruments

     4,906         1,470        —           —           0        6,376   

Deferred tax liabilities relating to biological assets

     681,505         18,823        —           16,051         (23,276     693,103   

Deferred tax liabilities relating to inventory

     25,688         6,224        —           —           —          31,912   

Deferred tax liabilities relating to prepaid expenses

     40,888         (184     —           —           203        40,907   

Deferred tax liabilities relating to intangible

     32,990         2,666        —           —           (9,237     26,419   

Deferred tax liabilities relating to other taxable temporary differences

     29,506         (7,961     —           —           4,658        26,203   

Total deferred tax liabilities

     1,757,149         26,259        —           16,051         (43,931     1,755,528   

 

F-38


Table of Contents

Deferred Tax Assets

   Opening
Balance
01-01-2014
ThU.S.$
     Deferred
tax
Expenses
(Income)
ThU.S.$
    Deferred
tax of
items
charged
to other
comprehensive
income
ThU.S.$
     Increase
(decrease)
Net
exchange
differences
ThU.S.$
    Closing
balance
12-31-2014
ThU.S.$
 

Deferred tax Assets relating to Provisions

     12,016         3,210        0         (303     14,923   

Deferred tax Assets relating to accrued liabilities

     10,118         1,023        0         (21     11,120   

Deferred tax Assets relating to Post-Employment benefits

     9,012         1,537        3,404         (94     13,859   

Deferred tax Assets relating to Property, Plant and equipment

     8,842         2,404        0         (47     11,199   

Deferred tax Assets relating to Financial Instruments

     343         824        12,962         —          14,129   

Deferred tax Assets relating to tax loss carryforwards

     56,333         (9,008     0         (2,493     44,832   

Deferred tax assets relating to biological assets

     73         (73     0         —          0   

Deferred tax assets relating to provisions for income

     4,910         (1,624     0         (129     3,157   

Deferred tax assets relating to inventories

     3,678         2,149        0         —          5,827   

Deferred tax assets relating to provision for doubful accounts

     3,104         792        0         (41     3,855   

Intangible revaluation differences

     —           1,080        0         —          1,080   

Defferred tax assets relating to other deductible temporary differences

     52,169         (17,637     0         (230     34,302   

Total deferred tax assets

     160,598         (15,323     16,366         (3,358     158,283   

 

Deferred Tax Liabilities

   Opening
Balance
01-01-2014
ThU.S.$
     Deferred
tax
Expenses
(Income)
ThU.S.$
    Deferred
tax of
items
charged
to other
comprehensive
income
ThU.S.$
    Increase
(decrease)
Net
exchange
differences
ThU.S.$
    Closing
balance
12-31-2014
ThU.S.$
 

Deferred tax liabilities relating to property, Plant and equipment

     781,777         166,499        0        (6,610     941, 666   

Deferred tax liabilities relating to financial instruments

     10,060         688        (5,842     —          4,906   

Deferred tax liabilities relating to biological assets

     534,161         156,093        0        (8,749     681,505   

Deferred tax liabilities relating to inventory

     15,422         10,266        0        —          25,688   

Deferred tax liabilities relating to prepaid expenses

     56,558         (15,670     0        0        40,888   

Deferred tax liabilities relating to intangible

     34,188         (1,198     0        0        32,990   

Deferred tax liabilities relating to other taxable temporary differences

     30,129         896        0        (1,519     29,506   

Total deferred tax liabilities

     1,462,295         317,574        (5,842     (16,878     1,757,149   

 

F-39


Table of Contents

Temporary Differences

The following tables summarize the deductible and taxable temporary differences:

 

     12-31-2015      12-31-2014  

Detail of classes of Deferred Tax Temporary Differences

   Deductible
Difference
ThU.S.$
     Taxable
Difference
ThU.S.$
     Deductible
Difference
ThU.S.$
     Taxable
Difference
ThU.S.$
 

Deferred Tax Assets

     104,500            113,451      

Deferred Tax Assets - Tax loss carry forwards

     35,751            44,832      

Deferred Tax Liabilities

        1,755,528            1,757,149   

Total

     140,251         1,755,528         158,283         1,757,149   

 

     January - December  

Detail of Temporary Difference Income and Loss Amounts

   2015
ThU.S.$
    2014
ThU.S.$
    2013
ThU.S.$
 

Deferred Tax Assets

     (15,306     (6,758     24,981   

Deferred Tax Assets - Tax losses

     (959     (9,008     (65,777

Deferred Tax Liabilities

     (26,259     (317,131     (32,313

Total

     (42,524     (332,897     (73,109

Income Tax Expense

Income tax expense consists of the following:

 

     January - December  

Income Tax composition

   2015
ThU.S.$
    2014
ThU.S.$
    2013
ThU.S.$
 

Current income tax expense

     (87,908     (127,057     (89,378

Use of tax benefit arising from unrecognized tax loss carry-forwards

     —          —          25,687   

Prior period current income tax adjustments

     4,033        2,555        1,826   

Other current tax (expenses) benefit

     (3,295     8,747        4,617   

Current Tax Expense, Net

     (87,170     (115,755     (57,248

Deferred tax expense relating to origination and reversal of temporary differences

     (41,565     (30,753     (19,961

Deferred tax expense relating to changes in tax rates

     —          (292,717     —     

Tax benefit arising from unrecognized tax loss carry-forwards

     (959     (9,427     (53,148

Total deferred Tax Expense, Net

     (42,524     (332,897     (73,109

Income Tax Expense, Total

     (129,694     (448,652     (130,357

 

 

F-40


Table of Contents

The following table presents the current income tax expense detailed by foreign and domestic (Chile) companies at December 31, 2015 and 2014:

 

     January - December  
      2015
ThU.S.$
    2014
ThU.S.$
    2013
ThU.S.$
 

Foreign current income tax expense

     (33,129     (30,458     (4,145

Domestic current income tax expense

     (54,041     (85,297     (53,103

Total current income tax expense

     (87,170     (115,755     (57,248

Foreign deferred tax expense

     (17,240     (25,806     (66,558

Domestic deferred tax expense

     (25,284     (307,091     (6,551

Total deferred tax expense

     (42,524     (332,897     (73,109

Total tax expense

     (129,694     (448,652     (130,357

Reconciliation of income tax expense from statutory tax rate to the effective tax rate.

The reconciliation of income tax expense is as follows:

 

     January - December  
     2015     2014     2013  

Reconciliation of Income tax from Statutory Rate to Effective Tax Rate

   ThU.S.$     ThU.S.$     ThU.S.$  

Statutory domestic (Chile) income tax rate

     22.5     21     20

Tax Expense at statutory tax rate

     (111,916     (124,493     (109,787

Tax effect of foreign tax rates

     (16,099     (23,170     (24,688

Tax effect of revenues exempt from taxation

     41,268        9,832        (4,589

Tax effect of not deductible expenses

     (40,866     (19,203     (9,792

Tax rate effect of tax loss carry forwards

     14        (515     (4,330

Tax effect of Previously Unrecognized Tax Benefit in the Income Statement

     (857     (2,935     15,769   

Tax effect of a new evaluation of assets for deferred not recognized taxes

     307        12        (3,182

Tax rate effect from change in tax rate (opening balances)

     (3,445     (292,717     0   

Tax rate effect of adjustments for current tax of prior periods

     4,033        2,555        1,826   

Other tax rate effects

     (2,128     1,982        8,416   

Total adjustments to tax expense at applicable tax rate

     (17,778     (324,159     (20,570

Tax expense at effective tax rate

     (129,694     (448,652     (130,357

 

F-41


Table of Contents
NOTE 7. PROPERTY, PLANT AND EQUIPMENT

 

     12-31-2015      12-31-2014  

Property, Plant and Equipment, Net

   ThU.S.$      ThU.S.$  

Construction in progress

     251,519         265,440   

Land

     951,638         949,531   

Buildings

     2,182,643         2,172,177   

Plant and equipment

     3,346,675         3,565,502   

Information technology equipment

     26,210         28,521   

Fixtures and fittings

     11,860         11,654   

Motor vehicles

     16,721         17,346   

Other property, plant and equipment

     109,130         109,412   

Total Net

     6,896,396         7,119,583   

Property, Plant and Equipment, Gross

     

Construction in progress

     251,519         265,440   

Land

     951,638         949,531   

Buildings

     3,698,351         3,593,306   

Plant and equipment

     5,927,789         5,944,394   

Information technology equipment

     73,573         71,838   

Fixtures and fittings

     35,283         37,382   

Motor vehicles

     45,503         46,293   

Other property, plant and equipment

     131,894         128,012   

Total Gross

     11,115,550         11,036,196   

Accumulated depreciation and impairment

     

Buildings

     (1,515,708      (1,421,129

Plant and equipment

     (2,581,114      (2,378,892

Information technology equipment

     (47,363      (43,317

Fixtures and fittings

     (23,423      (25,728

Motor vehicles

     (28,782      (28,947

Other property, plant and equipment

     (22,764      (18,600

Total

     (4,219,154      (3,916,613

Description of Property, Plant and Equipment Pledged as Security for Liabilities

As of December 31, 2015, there are no significant assets pledged as collateral for these consolidated financial statements.

 

F-42


Table of Contents

Commitments for project disbursements or for the acquisition of property, plant and equipment.

 

     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Amount committed for the acquisition of property, plant and equipment

     109,713         139,927   
     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Disbursements for property, plant and equipment under construction

     215,035         371,286   

 

F-43


Table of Contents

Reconciliation of Property, Plant and Equipment

The following tables set forth the reconciliation of the carrying amount of property, plant and equipment as of December 31, 2015 and 2014:

 

Movement of Property, Plant and
Equipment

  Construction
in progress
ThU.S.$
    Land
ThU.S.$
    Buildings
ThU.S.$
    Plant and
equipments
ThU.S.$
    IT
Equipment
ThU.S.$
    Fixtures
and fittings
ThU.S.$
    Motor
vehicles
ThU.S.$
    Other
Property, Plant
and Equipment
ThU.S.$
    TOTAL
ThU.S.$
 

Opening Balance 01-01-2015

    265,440        949,531        2,172,177        3,565,502        28,521        11,654        17,346        109,412        7,119,583   

Changes

                 

Additions

    215,035        50,504        17,360        139,749        2,178        2,234        1,829        9,774        438,663   

Acquisitions through business combinations

    —          —          1,474        7        —          15        —          —          1,496   

Disposals

    (20     (591     (456     (583     (78     (5     (432     (10     (2,175

Retirements

    (4,596     (44     (1,389     (1,942     (5     (7     (101     (481     (8,565

Depreciation

    —          —          (117,337     (320,135     (5,302     (2,980     (4,110     (5,915     (455,779

Impairment loss recognized in profit or loss

    —          —          —          (4,065     —          —          0        —          (4,065

(Decrease) Increase through net exchange differences

    (4,432     (52,284     (30,258     (103,972     (290     (519     (300     (6,025     (198,080

Reclassification of assets held for sale

    —          2,759        2,676        (117     —          —          —          —          5,318   

Increase (decrease) through transfers from construction in progress

    (219,908     1,763        138,396        72,231        1,186        1,468        2,489        2,375        —     

Total changes

    (13,921     2,107        10,466        (218,827     (2,311     206        (625     (282     (223,187

Closing balance 12-31-2015

    251,519        951,638        2,182,643        3,346,675        26,210        11,860        16,721        109,130        6,896,396   

Movement of Property, Plant and
Equipment

  Construction
in progress
ThU.S.$
    Land
ThU.S.$
    Buildings
ThU.S.$
    Plant and
equipments
ThU.S.$
    IT
Equipment
ThU.S.$
    Fixtures
and fittings
ThU.S.$
    Motor
vehicles
ThU.S.$
    Other
Property, Plant
and Equipment
ThU.S.$
    TOTAL
ThU.S.$
 

Opening Balance 01-01-2014

    1,542,739        975,617        1,694,924        2,774,551        25,575        7,627        13,597        102,837        7,137,467   

Changes

                 

Additions

    371,286        1,215        17,438        54,011        2,605        1,195        4,608        18,828        471,186   

Disposals

    (2,969     (5,596     (513     (1,715     (59     (515     (458     (776     (12,601

Retirements

    (6,278     (41     (17,369     (23,026     (12     (6     (247     (5,670     (52,649

Depreciation

    —          —          (102,068     (222,232     (4,944     (2,084     (4,241     (4,018     (339,587

Impairment loss recognized in profit or loss

    —          —          —          —          —          —          (636     —          (636

Increase (decrease) through net exchange differences

    310        (21,664     (30,620     (26,928     (269     (175     (123     (2,198     (81,667

Reclassification of assets held for sale

    (1,930     —          —          —          —          —          —          —          (1,930

Increase (decrease) through transfers from construction in progress

    (1,637,718     —          610,385        1,010,841        5,625        5,612        4,846        409        —     

Total changes

    (1,277,299     (26,086     477,253        790,951        2,946        4,027        3,749        6,575        (17,884

Closing balance 12-31-2014

    265,440        949,531        2,172,177        3,565,502        28,521        11,654        17,346        109,412        7,119,583   

 

F-44


Table of Contents

The depreciation expense for the period ending December 31, 2015 and 2014 is as follows:

 

     January-December  
     2015      2014      2013  

Depreciation for the year

   ThU.S.$      ThU.S.$      ThU.S.$  

Cost of sales

     365,401         316,607         267,793   

Administrative expenses

     19,084         19,910         18,149   

Other expenses

     3,707         4,441         2,870   

Total

     388,192         340,958         288,812   

The useful lives of property, plant and equipment are estimated based on the expected use of the assets. The average useful lives by asset class are as follow:

 

     Useful
Life
(Average)
 

Buildings

     58   

Plant and equipment

     30   

Information technology equipment

     8   

Fixtures and fittings

     28   

Motor vehicles

     7   

Other property, plant and equipment

     14   

See Note 12 for details of capitalized borrowing costs.

 

F-45


Table of Contents

NOTE 8. LEASES

Arauco acting as lessee

 

     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Property, Plant and Equipment under finance leases

     132,836         94,996   

Plant and equipment

     132,836         94,996   

Reconciliation of Financial Lease Minimum Payments:

 

     12-31-2015  
     Present Value  

Periods

   ThU.S.$  

Less than one year

     36,862   

Between one and five years

     90,697   

More than five years

     —     

Total

     127,559   
     12-31-2014  

Periods

   Present Value
ThU.S.$
 

Less than one year

     31,706   

Between one and five years

     65,289   

More than five years

     —     

Total

     96,995   

Lease obligations are presented in the consolidated statement of financial position in line items “Other current financial liabilities” and “Other non-current financial liabilities” depending on their respective maturities as stated above.

 

F-46


Table of Contents

Arauco acting as lessor

Reconciliation of Financial Lease Minimum Payments:

 

     12-31-2015  
     Gross      Interest      Present Value  

Periods

   ThU.S.$      ThU.S.$      ThU.S.$  

Less than one year

     10         1         9   

Between one and five years

     6         0         6   

More than five years

     —           —           —     

Total

     16         1         15   

 

     12-31-2014  
     Gross      Interest      Present Value  

Periods

   ThU.S.$      ThU.S.$      ThU.S.$  

Less than one year

     141         5         136   

Between one and five years

     20         3         17   

More than five years

     —           —           —     

Total

     161         8         153   

Finance lease receivables are presented in the consolidated statement of financial position in line items “Trade and other current receivable” and “Trade and other non-current receivable” depending on their maturities stated above.

Arauco accounts for its lease contracts as finance leases. These lease contracts are for a term of less than five-years at market interest rates and leased assets are forestry machinery and equipment. They also include an early termination option, under general and special conditions stipulated in each contract.

Arauco holds leases as lessee and lessor, described in the previous tables, for which there are no impairment contingent payments or restrictions to report.

 

NOTE 9. REVENUE

 

     January - December  

Classes of revenue

   2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Revenue from sales of goods

     5,018,138         5,174,936         4,981,423   

Revenue from rendering of services

     128,602         167,707         164,077   

Total

     5,146,740         5,342,643         5,145,500   

 

F-47


Table of Contents
NOTE 10. EMPLOYEE BENEFITS

Classes of Benefits and Expenses by Employee

 

      2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Employee expenses

     537,629         525,220         573,538   

Wages and salaries

     519,066         514,826         563,836   

Severance indemnities

     18,563         10,394         9,702   

 

     2015     2014  

Discount rate

     4.91     4.61

Inflation

     2.95     2.97

Annual rate of wage growth

     5.22     5.79

Mortality rate (1)

     RV-2009        RV-2009   

 

(1) For the purposes of determining the technical reserves, Chilean annuity providers are required by law to utilize the mortality tables specified by the SVS. The most recent table is the RV-2009, which is based on Chilean pensioner experience from 2002-2007 (SP & SVS, 2010). The mortality tables distinguish between males and females.

 

sensitivities to assumptions

   Th.U.S.$  

Discount rate

  

Increase in 100 bps

     (3,943

Decrease in 100 bps

     4,608   

Wage growth rates

  

Increase in 100 bps

     4,546   

Decrease in 100 bps

     (3,967

The following tables set forth the balances and the reconciliation of the present value of severance indemnities obligations as of December 31, 2015 and 2014:

 

     12-31-2015     12-31-2014  
     ThU.S.$     ThU.S.$  

Current

     4,497        3,590   

Non-current

     51,936        48,582   

Total

     56,433        52,172   

Reconciliation of the present value of severance indemnities obligations

   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Opening balance

     52,172        45,984   

Current service cost

     13,032        1,938   

Interest cost

     2,257        2,977   

(Gains) losses from changes in actuarial assumptions

     (5,723     8,640   

Actuarial gains and losses arising from experience

     6,980        4,189   

Benefits paid

     (3,482     (5,388

Decrease for foreign currency exchange rates changes

     (8,803     (6,168

Closing balance

     56,433        52,172   

 

F-48


Table of Contents
NOTE 11. BALANCES IN FOREIGN CURRENCY AND FOREIGN CURRENCY EXCHANGE RATE IMPACT IN PROFIT OR LOSS

 

     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Total Current Assets

     2,651,920         3,140,715   

Cash and Cash Equivalents

     500,025         971,152   

U.S Dollar

     388,818         877,418   

Euro

     2,501         8,114   

Brazilian Real

     21,676         43,604   

Argentine Pesos

     40,573         15,794   

Other currencies

     2,979         2,983   

Chilean Pesos

     43,478         23,239   

Other current financial assets

     32,195         7,633   

U.S Dollar

     29,367         7,632   

Argentine Pesos

     2,828         —     

Chilean Pesos

     —           1   

Other current non-financial assets

     133,956         177,728   

U.S Dollar

     55,365         103,689   

Euros

     82         45   

Brazilian Real

     16,505         11,489   

Argentine Pesos

     3,705         13,711   

Other currencies

     4,801         6,335   

Chilean Pesos

     53,280         42,459   

U.F.

     218         —     

Trade and other current receivables

     733,322         731,908   

U.S Dollar

     507,032         464,219   

Euro

     27,595         72,353   

Brazilian Real

     37,975         47,043   

Argentine Pesos

     23,016         31,354   

Other currencies

     14,091         19,733   

Chilean Pesos

     123,056         96,241   

U.F.

     557         965   

Accounts receivable from related companies

     3,124         4,705   

U.S Dollar

     21         —     

Brazilian Real

     995         1,998   

Chilean Pesos

     2,108         2,707   

Current Inventories

     909,988         893,573   

U.S Dollar

     871,629         829,830   

Brazilian Real

     38,359         48,046   

Chilean Pesos

     —           15,697   

Current biological assets

     272,037         307,551   

U.S Dollar

     272,037         307,551   

Current tax assets

     64,079         38,477   

U.S Dollar

     5,464         2,358   

Euros

     —           81   

Brazilian Real

     5,243         2,691   

Argentine Pesos

     2,000         1,464   

Other currencies

     850         3,653   

Chilean Pesos

     50,522         28,230   

Non-current assets or disposal groups classified as held for sale or as held for distribution to owners

     3,194         7,988   

U.S Dollar

     3,194         7,988   

 

F-49


Table of Contents
     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Total Non Current Assets

     11,154,987         11,607,182   

Other non-current financial assets

     595         5,024   

U.S Dollar

     212         4,439   

Argentine Pesos

     383         585   

Other non-current non-financial assets

     125,516         101,094   

U.S Dollar

     114,164         92,437   

Brazilian Real

     2,987         5,705   

Argentine Pesos

     7,138         563   

Other currencies

     706         885   

Chilean Pesos

     521         1,504   

Trade and other non-current receivables

     15,270         31,001   

U.S Dollar

     9,976         26,773   

Other currencies

     729         —     

Chilean Pesos

     3,145         3,591   

U.F.

     1,420         637   

Related party receivables, non current

     —           151,519   

Brazilian Reales

     —           151,519   

Investments accounted for using equity method

     264,812         326,045   

U.S Dollar

     122,483         119,405   

Brazilian Real

     142,329         206,640   

Intangible assets other than goodwill

     88,112         93,258   

U.S Dollar

     87,154         91,408   

Brazilian Real

     876         1,771   

Chilean Pesos

     82         79   

Goodwill

     69,475         82,573   

U.S Dollar

     42,445         42,838   

Brazilian Real

     27,030         39,735   

Property, plant and equipment

     6,896,396         7,119,583   

U.S Dollar

     6,448,616         6,527,093   

Brazilian Real

     442,959         586,398   

Chilean Pesos

     4,821         6,092   

Non-current biological assets

     3,554,560         3,538,802   

U.S Dollar

     3,297,710         3,188,043   

Brazilian Real

     256,850         350,759   

Deferred tax assets

     140,251         158,283   

U.S Dollar

     122,374         129,119   

Brazilian Real

     17,538         28,345   

Other currencies

     —           67   

Chilean Pesos

     339         752   

 

F-50


Table of Contents
     12-31-2015      12-31-2014  
     Up to 90 days      From 91 days to
1 year
     Total      Up to 90 days      From 91 days to
1 year
     Total  
     ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$  

Total Liabilities, current

     910,436         123,815         1,034,251         1,002,859         544,227         1,547,086   

Other current financial liabilities

     189,693         106,345         296,038         203,170         539,173         742,343   

U.S Dollar

     153,361         71,330         224,691         173,579         484,254         657,833   

Brazilian Real

     25,092         2,266         27,358         17,145         27,507         44,652   

Argentine Pesos

     —           356         356         —           544         544   

Chilean Pesos

     902         2,622         3,524         288         809         1,097   

U.F.

     10,338         29,771         40,109         12,158         26,059         38,217   

Bank Loans

     126,795         72,948         199,743         139,916         133,554         273,470   

U.S Dollar

     101,703         70,326         172,029         122,771         105,503         228,274   

Brazilian Real

     25,092         2,266         27,358         17,145         27,507         44,652   

Argentine Pesos

     —           356         356         —           544         544   

Financial Leases

     9,301         27,561         36,862         7,851         23,855         31,706   

U.S Dollar

     —           —           —           —           6         6   

Chilean Pesos

     902         2,622         3,524         288         809         1,097   

U.F.

     8,399         24,939         33,338         7,563         23,040         30,603   

Other Loans

     53,597         5,836         59,433         55,403         381,764         437,167   

U.S Dollar

     51,658         1,004         52,662         50,808         378,745         429,553   

U.F.

     1,939         4,832         6,771         4,595         3,019         7,614   

Trade and other current payables

     583,018         —           583,018         627,972         2,434         630,406   

U.S Dollar

     174,469         —           174,469         180,164         —           180,164   

Euros

     8,808         —           8,808         44,887         —           44,887   

Brazilian Real

     25,616         —           25,616         22,662         2,434         25,096   

Argentine Pesos

     27,068         —           27,068         34,879         —           34,879   

Other currencies

     17,619         —           17,619         2,187         —           2,187   

Chilean Pesos

     324,361         —           324,361         340,858         —           340,858   

U.F.

     5,077         —           5,077         2,335         —           2,335   

Accounts payable to related companies

     7,141         —           7,141         6,036         —           6,036   

U.S Dollar

     962         —           962         1,612         —           1,612   

Chilean Pesos

     6,179         —           6,179         4,424         —           4,424   

Other current provisions

     858         —           858         2,535         —           2,535   

U.S Dollar

     858         —           858         2,535         —           2,535   

Current tax liabilities

     10,030         946         10,976         25,860         —           25,860   

U.S Dollar

     6,380         —           6,380         782         —           782   

Euros

     1,093         —           1,093         —           —           —     

Brazilian Real

     530         —           530         1,921         —           1,921   

Argentine Pesos

     24         —           24         6,063         —           6,063   

Other currencies

     1,716         —           1,716         —           —           —     

Chilean Pesos

     287         946         1,233         17,094         —           17,094   

Current provisions for employee benefits

     1,751         2,746         4,497         1,211         2,379         3,590   

Chilean Pesos

     1,751         2,746         4,497         1,211         2,379         3,590   

Other current non-financial liabilities

     117,945         13,778         131,723         136,075         241         136,316   

U.S Dollar

     79,673         13,633         93,306         100,904         —           100,904   

Euros

     44         —           44         —           —           —     

Brazilian Real

     22,251         —           22,251         19,041         —           19,041   

Argentine Pesos

     4,428         139         4,567         6,143         184         6,327   

Other currencies

     3,704         —           3,704         4,307         —           4,307   

Chilean Pesos

     7,823         6         7,829         5,575         57         5,632   

U.F.

     22         —           22         105         —           105   

 

F-51


Table of Contents
     12-31-2015      12-31-2014  
     From 13
months to 5
years
     More than 5
years
     Total      From 13
months to 5
years
     More than 5
years
     Total  
     ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$      ThU.S.$  

Total non-current liabilities

     3,868,722         2,257,489         6,126,211         3,412,073         2,974,002         6,386,075   

Other non-current financial liabilities

     2,141,600         2,095,365         4,236,965         1,943,952         2,509,867         4,453,819   

U.S Dollar

     1,748,723         1,525,269         3,273,992         1,767,326         1,603,825         3,371,151   

Brazilian Real

     13,953         1,929         15,882         34,612         18,434         53,046   

Argentine Pesos

     48         —           48         614         —           614   

Chilean Pesos

     10,455         —           10,455         2,352         —           2,352   

U.F.

     368,421         568,167         936,588         139,048         887,608         1,026,656   

Bank Loans

     648,017         149,782         797,799         797,628         248,117         1,045,745   

U.S Dollar

     634,016         147,853         781,869         762,402         229,683         992,085   

Brazilian Real

     13,953         1,929         15,882         34,612         18,434         53,046   

Argentine Pesos

     48         —           48         614         —           614   

Financial Leases

     90,697         —           90,697         65,289         —           65,289   

Chilean Pesos

     10,455         —           10,455         2,352         —           2,352   

U.F.

     80,242         —           80,242         62,937         —           62,937   

Other Loans

     1,402,886         1,945,583         3,348,469         1,081,035         2,261,750         3,342,785   

U.S Dollar

     1,114,707         1,377,416         2,492,123         1,004,924         1,374,142         2,379,066   

U.F.

     288,179         568,167         856,346         76,111         887,608         963,719   

Other non-current provisions

     34,541         —           34,541         64,529         —           64,529   

U.S Dollar

     4         —           4         4         —           4   

Brazilian Real

     4,410         —           4,410         31,374         —           31,374   

Argentine Pesos

     30,127         —           30,127         30,301         —           30,301   

Chileans $

     —           —           —           2,850         —           2,850   

Deferred tax liabilities

     1,593,404         162,124         1,755,528         1,299,714         457,435         1,757,149   

U.S Dollar

     1,508,250         162,124         1,670,374         1,159,805         457,435         1,617,240   

Euros

     —           —           —           4,044         —           4,044   

Brazilian Real

     84,976         —           84,976         135,600         —           135,600   

Chilean Pesos

     178         —           178         265         —           265   

Non-current provisions for employee benefits

     51,936         —           51,936         41,882         6,700         48,582   

Other currencies

     149         —           149         172         —           172   

Chilean Pesos

     51,787         —           51,787         41,710         6,700         48,410   

Other non-current non-financial liabilities

     47,241         —           47,241         61,996         —           61,996   

U.S Dollar

     392         —           392         1,043         —           1,043   

Brazilian Real

     46,043         —           46,043         59,497         —           59,497   

Argentine Pesos

     608         —           608         1,206         —           1,206   

Chilean Pesos

     195         —           195         246         —           246   

U.F.

     3         —           3         4         —           4   

 

F-52


Table of Contents

The table below sets forth the subsidiaries that have determined a functional currency other than the U.S. Dollar as follows:

 

Subsidiary

   Country    Functional
Currency

Arauco do Brasil S.A.

   Brazil    Brazilian Real

Arauco Forest Brasil S.A.

   Brazil    Brazilian Real

Arauco Florestal Arapoti S.A.

   Brazil    Brazilian Real

Empreendimentos Florestais Santa Cruz Ltda.

   Brazil    Brazilian Real

Mahal Empreendimentos e Participacoes S.A.

   Brazil    Brazilian Real

Investigaciones Forestales Bioforest S.A.

   Chile    Chilean Pesos

Consorcio Protección Fitosanitaria Forestal S.A. (Ex-Controladora de Plagas Forestales S.A.)

   Chile    Chilean Pesos

Flakeboard Company Limited

   Canada    Canadian Dollar

The table below shows a detail per company of the effect in the period of the Reserve for Exchange Differences on translation:

 

     January - December  
     2015      2014  
     ThU.S.$      ThU.S.$  

Arauco Do Brasil S.A.

     (155,390      (66,222

Arauco Forest Brasil S.A.

     (140,992      (57,515

Arauco Florestal Arapoti S.A.

     (43,189      (17,640

Arauco Distribución S.A.

     (4,180      (3,793

Arauco Argentina S.A.

     (13,308      (5,765

Flakeboard Company Limited

     (16,915      (8,049

Others

     (301      (406
  

 

 

    

 

 

 

Total reserve of exchange differences on translation

     (374,275      (159,390
  

 

 

    

 

 

 

Effect of foreign exchange rates changes

 

     January - December  
     2015
ThU.S.$
     2014
ThU.S.$
     2013
ThU.S.$
 

Exchange differences recognized in profit or loss, except for those arising on financial instruments measured at fair value through profit or loss

     (40,827      (7,763      (10,284

Reserve of exchange differences on translation (with Non-controlling interests)

     (385,109      (163,844      (174,985

 

NOTE 12. BORROWING COSTS

Arauco estimates the average rate of borrowings to finance its current investment projects. At the end of the previous period, the balance corresponded principally to the accumulated amount that was capitalized until the end of construction of pulp production plant in Uruguay. The average rate loans to finance these investment projects were calculated to record the capitalization.

 

     January - December  
     2015     2014  
     ThU.S.$     ThU.S.$  

Property, plant and equipment capitalized cost

    

Property, plant and equipment capitalized interest cost rate

     4.87     4.7

Amount of the capitalized interest cost, property, plant and equipment

     1,893        19,586   

 

F-53


Table of Contents
NOTE 13. RELATED PARTIES

Related Party Disclosures

Related parties are those entities defined in IAS 24 and under the rules of the Chilean SVS and the Chilean Corporations Law.

The receivable and payable amounts among related parties at the end of each period correspond to commercial and financing transactions denominated in Chilean Pesos, U.S. dollars and Brazilian Real, where collection or payment deadlines are shown in the following tables and in general do not bear interest, except for financing transactions.

As of the date of these consolidated financial statements, the main transactions with related parties are related to fuel purchases with Compañía de Petróleos de Chile S.A., sodium chlorate purchases at EKA Chile S.A., chips sales to Forestal del Sur S.A.

As of the date of these consolidated financial statements, there are neither provisions for doubtful accounts nor any guarantees granted or received related to the balances with related parties.

Name of Group’s Main Shareholders

The ultimate shareholders of Arauco are Mrs. Maria Noseda Zambra de Angelini, Mr. Roberto Angelini Rossi and Mrs. Patricia Angelini Rossi through Inversiones Angelini y Cia. Ltda.

Name of the Intermediate Controlling Entity that Produces Consolidated Financial Statements for Public Use

Empresas Copec S.A.

 

F-54


Table of Contents

Compensation to Key Management Personnel

Compensation to key management personnel, including directors, managers and deputy managers, consist of a fixed monthly salary and an annual bonus subject to the results of the Company and the fulfillment of goals of the business as well as individual performance.

Pricing Strategy Terms and Conditions Corresponding to Transactions with Related Parties

Related party transactions were made on terms of those prevailing under market conditions, with mutual independence of the parties.

The table below sets forth information about the Relationship between the Parent Company and its Subsidiaries

 

ID N°

 

Company Name

  Country   Functional   % Ownership interest
12-31-2015
    % Ownership interest
12-31-2014
 
      Currency   Direct     Indirect     Total     Direct     Indirect     Total  
 

Agenciamiento y Servicios Profesionales S.A.

  Mexico   U.S. Dollar     0.0020        99.9970        99.9990        0.0020        99.9970        99.9990   
 

Arauco Argentina S.A.(Ex-Alto Paraná S.A.)

  Argentina   U.S. Dollar     9.9753        90.0048        99.9801        9.9753        90.0048        99.9801   
 

Arauco Australia Pty Ltd.

  Australia   U.S. Dollar     —          99.9990        99.9990        —          99.9990        99.9990   
96547510-9  

Arauco Bioenergía S.A.

  Chile   U.S. Dollar     98.0000        1.9999        99.9999        98.0000        1.9999        99.9999   
 

Arauco Colombia S.A.

  Colombia   U.S. Dollar     1.4778        98.5204        99.9982        1.5000        98.4983        99.9983   
96765270-9  

Arauco Distribución S.A.

  Chile   Chilean Pesos     —          —          —          —          99.9996        99.9996   
 

Arauco do Brasil S.A.

  Brazil   Brazilian Real     1.2485        98.7505        99.9990        1.3418        98.6572        99.9990   
 

Arauco Europe Cooperatief U.A. (Ex-Arauco Holanda Cooperatief U.A.)

  Holland   U.S. Dollar     0.4843        99.5147        99.9990        0.5389        99.4601        99.9990   
 

Arauco Florestal Arapoti S.A.

  Brazil   Brazilian Real     —          79.9992        79.9992        —          79.9992        79.9992   
 

Arauco Forest Brasil S.A.

  Brazil   Brazilian Real     10.1297        89.8694        99.9991        11.1520        88.8470        99.9990   
 

Arauco Forest Products B.V.

  Holland   U.S. Dollar     —          —          —          —          99.9990        99.9990   
 

Arauco Middle East DMCC

  Dubai   U.S. Dollar     —          99.9990        99.9990        —          —          —     
 

Arauco Panels USA, LLC

  USA   U.S. Dollar     —          99.9990        99.9990        —          99.9990        99.9990   
 

Arauco Perú S.A.

  Peru   U.S. Dollar     0.0013        99.9977        99.9990        0.0013        99.9977        99.9990   
 

Arauco Wood Products, Inc.

  USA   U.S. Dollar     0.0004        99.9986        99.9990        0.0004        99.9986        99.9990   
 

Araucomex S.A. de C.V.

  Mexico   U.S. Dollar     0.0005        99.9985        99.9990        0.0005        99.9985        99.9990   
96565750-9  

Aserraderos Arauco S.A.

  Chile   U.S. Dollar     —          —          —          99.0000        0.9995        99.9995   
96657900-5  

Consorcio Protección Fitosanitaria Forestal S.A.

  Chile   Chilean Pesos     —          57.5404        57.5404        —          57.7503        57.7503   
 

Empreendimentos Florestais Santa Cruz Ltda.

  Brazil   Brazilian Real     —          99.9789        99.9789        —          99.9789        99.9789   
 

Flakeboard America Limited

  USA   U.S. Dollar     —          99.9990        99.9990        —          99.9990        99.9990   
 

Flakeboard Company Ltd.

  Canada   Canadian Dollar     —          99.9990        99.9990        —          99.9990        99.9990   
85805200-9  

Forestal Arauco S.A.

  Chile   U.S. Dollar     99.9484        —          99.9484        99.9484        —          99.9484   
93838000-7  

Forestal Cholguán S.A.

  Chile   U.S. Dollar     —          98.4478        98.4478        —          98.1796        98.1796   
 

Forestal Concepción S.A.

  Panama   U.S. Dollar     0.0050        99.9940        99.9990        0.0050        99.9940        99.9990   
78049140-K  

Forestal Los Lagos S.A.

  Chile   U.S. Dollar     —          79.9587        79.9587        —          79.9587        79.9587   
 

Forestal Nuestra Señora del Carmen S.A.

  Argentina   U.S. Dollar     —          99.9805        99.9805        —          99.9805        99.9805   
 

Forestal Talavera S.A.

  Argentina   U.S. Dollar     —          99.9942        99.9942        —          99.9942        99.9942   
 

Greenagro S.A.

  Argentina   U.S. Dollar     —          97.9805        97.9805        —          97.9805        97.9805   
96563550-5  

Inversiones Arauco Internacional Ltda.

  Chile   U.S. Dollar     98.0186        1.9804        99.9990        98.0186        1.9804        99.9990   
79990550-7  

Investigaciones Forestales Bioforest S.A.

  Chile   Chilean Pesos     1.0000        98.9489        99.9489        1.0000        98.9489        99.9489   
 

Leasing Forestal S.A.

  Argentina   U.S. Dollar     —          99.9801        99.9801        —          99.9801        99.9801   
 

Mahal Empreendimentos e Participacoes S.A.

  Brazil   Brazilian Real     —          99.9934        99.9934        —          99.9934        99.9934   
 

Novo Oeste Gestao de Ativos Florestais S.A.

  Brazil   Brazilian Real     —          99.9990        99.9990        —          —          —     
96510970-6  

Paneles Arauco S.A.

  Chile   U.S. Dollar     99.0000        0.9995        99.9995        99.0000        0.9995        99.9995   
 

Savitar S.A.

  Argentina   U.S. Dollar     —          99.9841        99.9841        —          99.9841        99.9841   
76375371-9  

Servicios Aéreos Forestales Ltda.

  Chile   U.S. Dollar     0.0100        99.9890        99.9990        0.0100        99.9890        99.9990   
96637330-K  

Servicios Logísticos Arauco S.A.

  Chile   U.S. Dollar     45.0000        54.9997        99.9997        45.0000        54.9997        99.9997   

 

F-55


Table of Contents

The companies in the table below are classified as joint operations in accordance with IFRS 11. The assets, liabilities, income and expenses are recorded in relation to the Company’s ownership percentage in accordance with accounting standards applicable in each case.

 

ID N°

  

Company Name

   Country      Functional
Currency
 

   Eufores S.A.      Uruguay         U.S. Dollar   

   Celulosa y Energía Punta Pereira S.A.      Uruguay         U.S. Dollar   

   Zona Franca Punta Pereira S.A.      Uruguay         U.S. Dollar   

   Forestal Cono Sur S.A.      Uruguay         U.S. Dollar   

   Stora Enso Uruguay S.A.      Uruguay         U.S. Dollar   

   El Esparragal Asociación Agraria de R.L.      Uruguay         U.S. Dollar   

   Ongar S.A.      Uruguay         U.S. Dollar   

   Terminal Logística e Industrial M’Bopicua S.A.      Uruguay         U.S. Dollar   

There are no significant restrictions on the ability of subsidiaries to transfer funds to Arauco, in the form of cash dividends or repayment of loans and/or advances.

Employee Benefits for Key Management Personnel

 

     January - December  
     2015      2014      2013  
     ThU.S.$      ThU.S.$      ThU.S.$  

Salaries and bonuses

     65,760         63,159         63,633   

Per diem compensation to members of the Board of Directors

     1,097         1,397         1,607   

Termination benefits

     2,250         4,073         3,491   

Total

     69,107         68,629         68,731   

Related Party Receivables, Current

 

Name of Related Party

  Tax ID No.     Nature of
Relationship
  Country     Currency   Maturity     12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Forestal Mininco S.A

    91.440.000-7      Common director     Chile      Chilean pesos     30 days        44        19   

Eka Chile S.A

    99.500.140-3      Joint Venture     Chile      Chilean pesos     30 days        1,646        2,083   

Forestal del Sur S.A

    79.825.060-4      Common director     Chile      Chilean pesos       —          584   

Stora Enso Arapoti Industria del Papel S.A

    —        Associate     Brazil      Brazilian Real     30 days        472        588   

Unilin Arauco Pisos Ltda.

    —        Joint Venture     Brazil      Brazilian Real     30 days        523        1,389   

Abastible S.A.

    91.806.000-6      Common director     Chile      Chilean pesos     30 days        142        —     

Novo Oeste Gestao de Ativo Florestais S.A.

    —        Subsidiary (1)     Brazil      Brazilian Real       —          21   

Fundación Educacional Arauco

    71.625.000-8      Common director     Chile      Chilean pesos     30 days        276        —     

CMPC Celulosa S.A.

    96.532.330-9      Common director     Chile      Chilean pesos       —          1   

Corpesca S.A

    96.893.820-7      Common director     Chile      Chilean pesos       —          20   

Fundación Acerca Redes

    65.097.218-K      Common director     Chile      U.S. Dollar     30 days        21        —     

TOTAL

              3,124        4,705   

 

(1) Since October 2015, the company is a subsidiary of Arauco, therefore, the transactions presented in this note are those made with this company until that month (see Note 14).

 

F-56


Table of Contents

Related Party Receivables, Non-Current

 

Name of Related Party

  Tax ID No.     Nature of Relationship     Country     Currency     Maturity   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Novo Oeste Gestao de Ativo Florestais S.A.(*)

    —          Subsidiary  (1)      Brazil        Brazilian Real          —          151,519   

TOTAL

              —          151,519   

 

(*) Accrued an annual CDI interest (interbank rate) +2.3%. The debt was capitalized and the company has been a subsidiary since October of year 2015.

 

(1) Since October 2015, the company is a subsidiary of Arauco, therefore, the transactions presented in this note are those made with this company until that month (see Note 14).

Related Party Payables, Current

 

Name of Related party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Maturity   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Compañía de Petróleos de Chile S.A.

  99.520.000-7   Controlling Parent’s Subsidiary   Chile   Chilean pesos   30 days     6,057        4,073   

Abastible S.A.

  91.806.000-6   Controlling Parent’s Subsidiary   Chile   Chilean pesos       —          302   

Fundación Educacional Arauco

  71.625.000-8   Common director   Chile   Chilean pesos       —          29   

Sigma S.A.

  86.370.800-1   Common director   Chile   Chilean pesos       —          8   

Portaluppi, Guzman y Bezanilla Abogados

  78.096.080-9   Common director   Chile   Chilean pesos   30 days     98        —     

Puerto Lirquén S.A.

  96.959.030-1   Associate   Chile   U.S. Dollar   30 days     851        987   

Compañía Puerto de Coronel S.A.

  79.895.330-3   Associate   Chile   U.S. Dollar   30 days     111        122   

Colbún Transmisión S.A.

  76.218.856-2   Common director   Chile   Chilean pesos       —          8   

Empresa de Residuos Resiter Ltda

  89.696.400-3   Common director   Chile   Chilean pesos       —          4   

Resiter Uruguay S.A

  —     Common director   Uruguay   U.S. Dollar       —          503   

Empresas Copec S.A.

  90.690.000-9   Common director   Chile   Chilean pesos   30 days     24        —     

TOTAL

              7,141        6,036   

 

F-57


Table of Contents

Related Party Transactions

Purchases

 

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
    12-31-2013
ThU.S.$
 

Abastible S.A.

  91.806.000-6   Controlling Parent’s Subsidiary   Chile   Chilean pesos   Fuel     2,503        3,676        5,928   

Empresas Copec S.A

  90.690.000-9   Controlling Parent   Chile   Chilean pesos   Management service     233        277        306   

Compañía de Petróleos de Chile S.A.

  99.520.000-7   Controlling Parent’s Subsidiary   Chile   Chilean pesos   Fuel and other     61,245        96,497        101,547   

Compañía Puerto de Coronel S.A.

  79.895.330-3   Associate   Chile   U.S. Dollar   Transport and
stowage
    10,917        9,458        7,966   

Puerto Lirquén S.A.

  96.959.030-1   Associate   Chile   U.S. Dollar   Port services     7,694        9,937        10,012   

EKA Chile S.A.

  99.500.140-3   Joint Venture   Chile   Chilean pesos   Sodium chlorate     39,362        48,696        56,134   

Forestal del Sur S.A.

  79.825.060-4   Common director   Chile   Chilean pesos   Wood and ships     2,018        —          294   

Portaluppi, Guzman y Bezanilla Abogados

  78.096.080-9   Common director   Chile   Chilean pesos   Legal services     1,312        1,761        1,684   

Puertos y Logística S.A.

  82.777.100-7   Associate   Chile   Chilean pesos   Port services     —          —          339   

Empresa Nacional de Telecomunicaciones S.A.

  92.580.000-7   Common director   Chile   Chilean pesos   Telephone services     552        474        387   

CMPC Maderas S.A.

  95.304.000-K   Common director   Chile   Chilean pesos   Wood and logs     267        489        349   

Forestal Mininco S.A.

  91.440.000-7   Common director   Chile   Chilean pesos   Wood and logs     204        204        258   

Empresa de Residuos Resiter Ltda

  89.696.400-3   Common director   Chile   Chilean pesos   Industrial Cleaning
Services
    (285     4,157        —     

Empresas de Residuos Industriales Resiter Ltda

  76.329.072-7   Common director   Chile   Chilean pesos   Industrial Cleaning
Services
    5,027        1,432        —     

Resiter Uruguay S.A

  —     Common director   Uruguay   U.S. Dollar   Service to collect
solid waste
    774        1,167        —     

Colbún Transmisión S.A.

  76.218.856-2   Common director   Chile   Chilean pesos   Electrical Power     447        330        —     

CMPC Celulosa S.A.

  96.532.330-9   Common director   Chile   Chilean pesos   Other purchases     2,217        1,023        1,633   
Sales                

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
    12-31-2013
ThU.S.$
 

Colbún S.A.

  96.505.760-9   Common director   Chile   Chilean pesos   Electrical Power     1,083        3,284        39,379   

EKA Chile S.A.

  99.500.140-3   Joint venture   Chile   Chilean pesos   Electrical Power     17,543        27,361        24,990   

Stora Enso Arapoti Industria de Papel S.A.

  —     Associate   Brasil   Brazilian Real   Wood     5,617        8,349        8,503   

Forestal del Sur S.A.

  79.825.060-4   Common director   Chile   Chilean pesos   Wood and chips     18,506        19,311        20,796   

Forestal del Sur S.A.

  79.825.060-4   Common director   Chile   Chilean pesos   Harvesting services     822        —          —     

CMPC Celulosa S.A.

  96.532.330-9   Common director   Chile   Chilean pesos   Wood     130        246        239   

Cartulinas CMPC S.A.

  96.731.890-6   Common director   Chile   Chilean pesos   Cellulose     —          679        —     

Empresa Eléctrica Guacolda S.A.

  96.635.700-2   Associate   Chile   Chilean pesos   Electrical Power     —          1,264        3,783   

Forestal Mininco S.A.

  91.440.000-7   Common director   Chile   Chilean pesos   Wood     311        —          11,425   

Unilin Arauco Pisos Ltda.

  —     Joint venture   Brasil   Brazilian Real   Wood     2,666        11,887        11,425   
Other Transactions                

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
    12-31-2014
ThU.S.$
 

Novo Oeste Gestao de Ativo Florestais S.A.

    Subsidiary (1)   Brazil   Brazilian Real   Loans (Capital and
interest)
    41,091        151,519        —     

 

(1) Since October 2015, the company is a subsidiary of Arauco, therefore, the transactions presented in this note are those made with this company until that month (see Note 14).

 

F-58


Table of Contents
NOTE 14. CONSOLIDATED FINANCIAL STATEMENTS

Company mergers

On December 1, 2015 there was a merger among the affiliates Paneles Arauco S.A. (successor), Aserraderos Arauco S.A. and Arauco Distribución S.A. This transaction had no effect on results and was performed with a view to generate greater synergies, share best practices and achieve better results for our clients. There will be a progressive integration of the activities of sawmills, remanufacturing, plywood, panels and distribution under the same view, with products oriented to the furniture, construction, fitting and packaging industries.

Investments in Subsidiaries

In October 2015, the company acquired the remaining 51% of the interest ownership in Novo Oeste Gestao de Ativos Florestais S.A., in which it held, on December 31, 2015, a stake of 100% through Arauco’s subsidiaries in Brazil. Tables below show the acquired assets and liabilities at fair value, considerationpaid and effects generated through the transaction.

 

Novo Oeste Gestao de Ativos Florestais

   10-27-2015
Th.U.S.$
 

Cash and cash equivalents

     427   

Inventories

     3,747   

Accounts receivable from related companies, Current

     39,917   

Other Assets, Current

     154   

Current Assets, Total

     44,245   

Accounts receivable from related companies, Non-current

     12,439   

Other Assets, Non Current

     —     

Property, plant and equipment

     1,496   

Biological assets, Non-current

     87,580   

Non Current Assets, Total

     101,515   

Assets, Total

     145,760   

Trade and other current payables, Current

     238   

Current tax liabilities

     3,449   

Accounts payable to related companies, current

     10   

Current Liabilities, Total

     3,697   

Accounts payable to related companies, Non-current

     137,193   

Deferred tax liabilities

     16,051   

Non Current Libilities, Total

     153,244   

Liabilities, Total

     156,941   

The interest previously held by Novo Oeste Gestao de Ativos Florestais S.A. was measured at fair value, recognizing a gain in the other income line of ThU.S.$15,268. The price paid for the 51% interest was ThU.S.$995, generating a goodwill of ThU.S.$6,697, for which Arauco decided to recognize in the results because of the Company’s accumulated losses. The impairment loss is presentes neto from the abovementioned gain.

 

F-59


Table of Contents

On August 13, 2015, the company Arauco Middle East DMCC was incorporated with a single contribution from Inversiones Arauco Internacional Limitada of 3,673,000 Dirham (ThU.S.$1,000). The corporate purpose of this company is the promotion of products and the management of Arauco’s customer relations in the Middle East.

On January 26, 2015 Arauco, through its subsidiaries in North America, acquired a melamine-based paper treatment plant located in Biscoe, North Carolina. The price paid was ThU.S.$9,522. The attached table displays the acquired assets at fair value and the price paid under the transaction:

 

      Th.U.S$  

Inventories

     372   

Lands

     597   

Buildings

     1,723   

Plant and equipment

     6,830   

Value Paid, Total

     9,522   

On March 27, 2014, the company Servicios Aereos Forestales Ltda was established with contributions from Inversiones Arauco Internacional Ltda ThU.S.$25,997 and Celulosa Arauco y Constitución S.A. ThU.S.$2.6. The Company’s main objective is the provision of air transportation services for passengers and cargo, forest patrol, photography, advertising, magnetic survey, using its own as well as third-party equipment and perform maintenance service on aircrafts.

The details of the subsidiaries included in the consolidation of Arauco are disclosed in Note 13.

 

F-60


Table of Contents
NOTE 15. INVESTMENTS IN ASSOCIATES

At December 31, 2015 and 2014 there are no new investments in associates to report.

The following tables set forth information about Investments in associates.

 

Name

  Puertos y Logística S.A.

Country

  Chile

Functional Currency

  U.S. Dollar

Corporate purpose

  Docking and warehousing operations for proprietary and third party use, cargo of all classes of goods, as well, as warehousing and transport operations.

Ownership interest (%)

  20.2767%
   

12-31-2015

  

12-31-2014

Carrying amount

  ThU.S.$58,922    ThU.S.$60,081

Name

  Inversiones Puerto Coronel S.A.

Country

  Chile

Functional Currency

  U.S. Dollar

Corporate purpose

  Investments in movables and real estate, acquisition of companies, securities and investment instruments, investment management and development and/or participation in all kind of businesses and companies related to industrial, shipping, forestry and commercial activities.

Ownership interest (%)

  50.0000%
   

12-31-2015

  

12-31-2014

Carrying amount

  ThU.S.$43,200    ThU.S.$40,088

Name

  Servicios Corporativos Sercor S.A.

Country

  Chile

Functional Currency

  Chilean Pesos

Corporate purpose

  Consulting services related to business management to Boards of Directors and Senior Management of all Arauco’s entities.

Ownership interest (%)

  20.0000%
   

12-31-2015

  

12-31-2014

Carrying amount

  ThU.S.$ 179    ThU.S.$(2,850) (*)

 

(*) As of December 31, 2014 the Company recognized a loss generated by a recognized impairment of its subsidiary Olidata Chile S.A.

 

Name

  Stora Enso Arapoti Industria de Papel S.A.

Country

  Brazil

Functional Currency

  Brazilian Real

Corporate purpose

  Industrialization and commercialization of paper and cellulose, raw materials and by-products

Ownership interest (%)

  20.0000%
   

12-31-2015

  

12-31-2014

Carrying amount

  ThU.S.$17,397    ThU.S.$26,029

 

F-61


Table of Contents

Name

   Genómica Forestal S.A.

Country

   Chile

Functional Currency

   Chilean Pesos

Corporate purpose

   Developing forestry genomics, through the use of biotechnological, molecular and bioinformatics tools with the purpose of strengthening genetic programs so as to improve the competitive position of the Chilean forestry industry for priority tree species.

Ownership interest (%)

   25.0000%
    

12-31-2015

  

12-31-2014

Carrying amount

   ThU.S.$16    ThU.S.$48

Name

   Consorcio Tecnológico Bioenercel S.A.

Country

   Chile

Functional Currency

   Chilean Pesos

Corporate purpose

   Developing of technologies which will promote the development of a biofuels industry in Chile, obtained from lingo-cellulosic materials. The future execution of this sustainable project is financed by the Innova Chile Committee.

Ownership interest (%)

   20.0000%
    

12-31-2015

  

12-31-2014

Carrying amount

   ThU.S.$67    ThU.S.$214

Name

   Novo Oeste Gestao de Ativos Florestais S.A.

Country

   Brazil

Functional Currency

   Real

Corporate purpose

   Management of forestry activities and commercialization of wood and other products.

Ownership interest (%)

   Subsidiary    48.9912%
    

12-31-2015

  

12-31-2014

Carrying amount

   ThU.S.$ -    ThU.S.$(25,290)

Name

   Vale do Corisco S.A.

Country

   Brazil

Functional Currency

   Brazilian Real

Corporate purpose

   Management of forestry activities.

Ownership interest (%)

   49.0000%
    

12-31-2015

  

12-31-2014

Carrying amount

   ThU.S.$120,649    ThU.S.$174,782

 

F-62


Table of Contents

Summarized Financial Information of Associates

 

12-31-2015

   Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.

ThU.S.$
     Serv.Corporativos
Sercor S.A.
ThU.S.$
    Stora Enso Arapoti
Ind.de Papel S.A.
ThU.S.$
    Assets
Novo Oeste Gestao  de
Ativos Florestais S.A.
ThU.S.$
    Vale do
Corisco S.A.
ThU.S.$
    Consorcio Tecnológico
Bioenercel S.A.

ThU.S.$
    Genómica
Forestal  S.A.
ThU.S.$
    Total
ThU.S.$
 

Current

     90,896        29         4,174        59,594        0        14,736        1        44        169,474   

Non-current

     472,638        86,453         664        33,284        0        322,598        345        146        916,128   

Total

     563,534        86,482         4,838        92,878        0        337,334        346        190        1,085,602   
      Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
     Serv.Corporativos
Sercor S.A.
ThU.S.$
    Stora Enso Arapoti
Ind.de Papel S.A.
ThU.S.$
    Liabilities
Novo Oeste Gestao de
Ativos Florestais S.A.
ThU.S.$
    Vale do
Corisco S.A.
ThU.S.$
    Consorcio Tecnológico
Bioenercel S.A. ThU.S.$
    Genómica
Forestal S.A.
ThU.S.$
    Total
ThU.S.$
 

Current

     41,784        82         3,136        13,648        0        9,098        7        7        67,762   

Non-current

     231,160        0         808        7,094        0        80,563        5        118        319,748   

Equity

     290,590        86,400         894        72,136        0        247,673        334        65        698,092   

Total

     563,534        86,482         4,838        92,878        0        337,334        346        190        1,085,602   

Revenues

     88,689        4,629         16,007        9,574        0        36,270        983        121        156,273   

Expenses

     (89,719     0         (5,163     (3,579     0        (19,674     (105     (1,229     (119,469

Profit or loss

     (1,030     4,629         10,844        5,995        0        16,596        878        (1,108     36,804   

12-31-2014

   Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
     Serv.Corporativos
Sercor S.A.
ThU.S.$
    Stora Enso Arapoti
Ind.de Papel S.A.
ThU.S.$
    Assets
Novo Oeste Gestao de
Ativos Florestais S.A.
ThU.S.$
    Vale do
Corisco S.A.
ThU.S.$
    Consorcio Tecnológico
Bioenercel S.A. ThU.S.$
    Genómica
Forestal S.A.
ThU.S.$
    Total
ThU.S.$
 

Current

     70,923        17         6,582        46,579        6,356        24,067        1,533        193        156,250   

Non-current

     363,444        80,243         272        84,451        119,137        460,554        2,097        253        1,110,451   

Total

     434,367        80,260         6,854        131,030        125,493        484,621        3,630        446        1,266,701   
  
      Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
     Serv.Corporativos
Sercor S.A.
ThU.S.$
    Stora Enso Arapoti
Ind.de Papel S.A.
ThU.S.$
    Liabilities
Novo Oeste Gestao de
Ativos Florestais S.A.
ThU.S.$
    Vale do
Corisco S.A.
ThU.S.$
    Consorcio Tecnológico
Bioenercel S.A. ThU.S.$
    Genómica
Forestal S.A.
ThU.S.$
    Total
ThU.S.$
 

Current

     19,447        83         20,355        16,791        25,587        17,773        1,937        13        101,986   

Non-current

     118,616        0         751        5,923        151,519        108,206        621        243        385,879   

Equity

     296,304        80,177         -14,252        108,316        (51,613     358,642        1,072        190        778,836   

Total

     434,367        80,260         6,854        131,030        125,493        484,621        3,630        446        1,266,701   

Revenues

     83,318        3,331         4,047        125,746        171        47,800        135        65        264,613   

Expenses

     (79,973     0         (16,854     (122,967     (27,032     (7,237     (571     (97     (254,731

Profit or loss

     3,345        3,331         (12,807     2,779        (26,861     40,563        (436     (32     9,882   

 

F-63


Table of Contents

Reconciliation of Investment in Associates and Joint Ventures

 

     12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Opening balance as of January 1

     326,045        349,412   

Changes

    

Investments in associates, Additions

     1,808        0   

Disposals, Investments in associates

     0        (3,400

Share of profit (loss) in investment in associates

     5,573        6,958   

Share of profit (loss) in investment in joint ventures

     1,175        523   

Dividends Received

     (18,396     (11,696

Decrease in foreign exchange currency

     (55,207     (27,717

Other increases

     3,814        11,965   

Total changes

     (61,233     (23,367

Ending balance

     264,812        326,045   
     12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Carrying amount of associates accounted for using equity method

     241,140        301,242   

Carrying amount of joint ventures accounted for using equity method

     23,672        24,803   

Total investment accounted for using equity method

     264,812        326,045   

 

NOTE 16. INTERESTS IN JOINT ARRANGEMENTS

Investments and contributions made

As of December 31, 2015, Arauco, through its subsidiary Arauco Holanda Cooperatief U.A, has made capital contributions for a total of ThU.S.$82,943 (ThU.S.$398,545 as of December 31, 2014) to two Uruguayan joint operation entities in order to maintain its 50% of ownership in Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A.

The aforementioned contributions were invested in the construction of a state-of-the-art cellulose production plant, with a guaranteed annual capacity of 1.3 million tons, a port and an energy generation unit based on renewable resources, which is located in the town of Puerto Pereira, Province of Colonia, Uruguay.

The investments in Uruguay qualify as a joint operation. In relation to “other rights and contractual conditions”, the joint operation has the primary objective of providing the parties an output. As established in the “Pulp Supply Agreement”, both Arauco and its partner have the obligation to acquire 100% of the yearly pulp produced by the joint operation. Arauco has recognized the assets, liabilities, income and expenses associated with its interest ownership, as of January 1, 2013, pursuant to IFRS 11.

Furthermore, Arauco holds a 50% ownership interest in Unilin Arauco Pisos Laminados Ltda., a Brazilian company, and in Eka Chile S.A. (“Eka”), a company that sells sodium chlorate to cellulose plants in Chile. There is a contractual agreement with Eka whereby Arauco has engaged in an economic activity subject to common control, which is classified as a joint venture.

 

F-64


Table of Contents

The following tables set forth summarized financial information of the more significant interests in joint arrangements, which qualify as joint operations:

 

      12-31-2015      12-31-2014  

Celulosa y Energía Punta Pereira S.A. (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     173,499         167,067         82,708         248,825   

Non-current

     2,192,148         885,723         2,219,108         1,008,556   

Equity

        1,312,857            1,044,435   

Total Joint Arrangement

     2,365,647         2,365,647         2,301,816         2,301,816   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     656,429            522,218      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     720,499            260,934      

Expenses

     (612,101         (314,251   

Joint Arrangement Net Income (Loss)

     108,398            (53,317   
     12-31-2015      12-31-2014  

Forestal Cono Sur S.A. (consolidated) (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     23,267         21,495         26,034         21,790   

Non-current

     176,876         4,654         171,630         700   

Equity

        173,994            175,174   

Total Joint Arrangement

     200,143         200,143         197,664         197,664   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     86,997            87,587      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     10,821            9,200      

Expenses

     (12,000         (4,844   

Joint Arrangement Net Income (Loss)

     (1,179         4,356      
     12-31-2015      12-31-2014  

Eufores S.A. (consolidated) (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     158,735         187,311         132,001         193,615   

Non-current

     611,500         39,994         641,668         32,368   

Equity

        542,930            547,686   

Total Joint Arrangement

     770,235         770,235         773,669         773,669   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     271,465            273,843      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     292,534            202,814      

Expenses

     (297,291         (222,853   

Joint Arrangement Net Income (Loss)

     (4,757         (20,039   
     12-31-2015      12-31-2014  

Zona Franca Punta Pereira S.A. (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     11,582         71,202         4,971         28,093   

Non-current

     494,585         88,182         474,871         85,057   

Equity

        346,783            366,692   

Total Joint Arrangement

     506,167         506,167         479,842         479,842   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     173,392            183,346      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     19,079            20,885      

Expenses

     (41,988         (22,762   

Joint Arrangement Net Income (Loss)

     (22,909         (1,877   

 

F-65


Table of Contents

The following tables set forth summarized financial information of the more significant interests in joint ventures:

 

      12-31-2015      12-31-2014  

Unilin Arauco Pisos Ltda.

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     5,943         2,304         9,933         6,917   

Non-current

     3,544         37         4,942         63   

Equity

        7,146            7,894   

Total Joint venturet

     9,487         9,487         14,875         14,875   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     3,573            5,829      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     112            6,385      

Expenses

     (2,462         (6,378   

Joint venture Net Income (Loss)

     (2,350         7      
     12-31-2015      12-31-2014  

Eka Chile S.A.

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     23,457         8,365         18,378         3,951   

Non-current

     30,203         5,097         28,792         5,272   

Equity

        40,198            37,947   

Total Joint Venture

     53,660         53,660         47,170         47,170   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     20,099            18,974      
  

 

 

       

 

 

    
     12-31-2015
ThU.S.$
            12-31-2014
ThU.S.$
        

Income

     39,646            49,570      

Expenses

     (36,355         (48,530   

Joint Venture Net Income (Loss)

     3,291            1,040      

 

F-66


Table of Contents
NOTE 17. IMPAIRMENT OF ASSETS

In 2015, a provision for the deterioration of the Arapoti Sawmill in an amount of ThU.S.$2,428, was registered reducing the recoverable value for these assets to zero

Disclosure of Impairment Losses of Assets

Provisions for impairment of property, plant and equipment due to technical obsolescence have been recorded as of December 31, 2015 and 2014 respectively, as shown below:

 

Disclosure of Asset Impairment

  

Principal classes of Assets affected by Impairment and Reversal of Losses

   Machinery and Equipment

Principal Facts and Circumstances that lead to Recognizing Impairment and Reversal of losses

   Technical Obsolescence and Claim
     12-31-2015    12-31-2014

Information relevant to the sum of all impairment

   ThU.S.$4,658    ThU.S.$4,938

This impairment provision is being analyzed to determine the definitive write-off corresponding to the related assets. In addition, the Company recognized an impairment derived from the purchase of the 51% ownership in Novo Oeste Gestao de Ativos Florestais S.A. See Note 14 – acquisition of subsidiaries.

Goodwill

Goodwill is allocated to the groups of cash-generating units that are expected to benefit from the synergies of the combination.

At the date of these consolidated financial statements, the balance of goodwill is ThU.S.$69,475 (ThU.S.$82,573, at December 31, 2014)

Of the total of goodwill, ThU.S.$39,631 (ThU.S.$40,023 as of December 31, 2014) are generated by the acquisition of “Flakeboard”, a company that, directly and/or through its subsidiaries, possesses and operates 7 panel plants, for which Arauco acquired and paid, on September 24, 2012, the price of ThU.S.$242,502 for the 100% interest ownerhip.

The recoverable amount for Flakeboard’s cash generating unit was determined based on the calculations of its value in use, and this calculation was made using cash flow projections covering a 5-year term, applying a discount real rate of 7.8% which reflects current market assessments for the Panels segment in North America.

The investment in the panel plant in Pien, Brazil generated a goodwill of ThU.S.$27,030 (ThU.S.$39,735 as of December 31, 2014).

The recoverable amount for the Pien plant’s cash generating unit was determined based on the calculations of its value in use, and this calculation was made using cash flow projections based on the operational plan approved by the Administration, covering a 5-year term, applying a 9% discount real rate that reflects current evaluations for the panel segment in Brazil.

As a result of the annual impairment test, the carrying value of the goodwilldoes not exceed their recoverable value, and therefore there is no need to recognize impairment losses.

Between December 31 2015 and 2014, the variation of the balance in goodwill is only due to the translation adjustments as explained in the accounting policies.

 

F-67


Table of Contents
NOTE 18. PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES

The contingent liabilities for outstanding litigations are as follows:

Celulosa Arauco y Constitución S.A.

1. On August 25, 2005, the Chilean Servicio de Impuestos Internos (the “Chilean IRS”) issued tax resolutions No. 184 and No. 185 of 2005, objecting to certain income tax returns made by Arauco on April 16, 2001 and October 31, 2001, and furthermore, requested reimbursement from the Company for the tax returnes made in respect of certain claimed tax losses as well as the modification of the tax balance of retained earnings. On November 7, 2005, the Company requested a Review of the Supervision Action (Revisión de la Actuación Fiscalizadora, or “RAF”), which is an administrative review of the tax action brought by the Chilean IRS, and filed a claim disputing the abovementioned tax resolutions No. 184 and 185 of 2005. The RAF was resolved on January 9, 2009 by the Chilean IRS, which resolution only partially sustained the Company’s request. In response, the Company filed an additional complaint with regard to the portion of the RAF that was not granted by the administrative review. On February 19, 2010, the Court acknowledged receipt of the Company’s request. Subsequently, the tax authority issued a report and the Company commented on such report.

On September 26, 2014, Arauco requested the submission of this claim to the competent jurisdiction of the new Tax and Customs Courts. On October 10, 2014, Arauco’s request was granted. Currently the action is being considered by these new Courts under the Docket No. RUC 14-9-0002087-3. On March 20, 2015, the SII responded to the allegations submitted by Arauco against Liquidations No. 184 and 185 of 2005. As the date of these financial statements, this case is pending.

2. In conecction with Licancel Plant, on June 22, 2011, the Company was notified of a civil claim for compensation of prejudice for an alleged tort liability, filed by twelve fishermen of the Mataquito River before the Court of First Instance, Guarantee and Family of Licantén under Docket number 73-2011. The case arose out of dead fish allegedly found in the Mataquito River on June 5, 2007 caused by the Licancel Plant. The plaintiffs are seeking compensation for alleged damages resulting from the abovementioned event. In particular, they are claiming effective damages, loss of profits and non-monetary damages resulting from alleged contractual liability.

On October 21, 2015 the Court issued a definitive first instance decision partially admitting the claim, sentencing Celulosa Arauco y Constitución S.A. to pay each claimant – as non-monetary damages – the sum of $5,000,000 plus adjustments, as per the variation of the CPI, calculated as from May 2007 until the month of the actual payment. On November 16, 2015 the defendant challenged the definitive decision through the submission of a cassation appeal based on formal aspects and an ordinary appeal. Pending. (Court of Appeals Docket No. 60-2016).

3. Through Res. Ex. N° 1 issued by the Superintendence of the Environment (“SMA”) on January 8, 2016, notified on January 14, 2016, the SMA formulated 11 charges against the Company, due to alleged breaches of certain Environmental Qualification Resolutions for the Valdivia Plant and of DS No. 90/2000. The 11 charges were classified as follows by the SMA: 1 critical, 5 severe, 5 minor.

On February 12, 2016, the Company submitted its defenses. The SMA shall now analyze and rule on the defenses, and it may request new information or open a term for providing evidence. Once these proceedings have been discharged, the SMA will issue a resolution that either absolves or sanctions the company. The resolutions issued by the SMA may be appealed before the Environmental Court.

 

F-68


Table of Contents

4. Through Res. Ex. N° 1 of the SMA, dated February 17, 2016 notified on February 23, 2016, the SMA formulated 8 charges against the company due to alleged breaches of certain Environmental Qualification Resolutions for the Nueva Aldea Plant. The 8 charges were qualified by the SMA as follows: 7 severe and 1 minor.

On March 15, 2016, the company submitted, within the legal timeframe, a compliance program containing 30 actions and objectives associated with each of the 8 accused infractions. If the compliance program is approved by the SMA and satisfactorily executed, it would be possible to finalize the proceeding without the application of sanctions.

As of this date, the Company is within the time period granted to raise defenses, or alternatively, to propose a compliance program that, if approved and satisfactorily executed, would allow the termination of the proceedings without the imposition of sanctions. Should defenses be raised, the SMA will issue a resolution that either absolves or sanctions the Company. The SMA’s rulings may be challenged before the Environmental Court.

Arauco Argentina S.A. (Ex -Alto Paraná S.A.)

1. (i) On October 8, 2007, the Federal Administration of Internal Revenue (Administración Federal de Ingresos Públicos) (AFIP) initiated an ex oficio proceeding against our Argentine affiliate Arauco Argentina S.A. challenging its deduction from its income tax liability of certain expenses, interest payments and exchange rate differences generated by Private Negotiable Obligations which were issued by such company in 2001 and paid in 2007.

On November 20, 2007, Arauco Argentina S.A. submitted a counterclaim completely rejecting all of AFIP’s allegations and asserting legal arguments that justify its actions in the determination of its income tax.

On December 14, 2007, AFIP notified Arauco Argentina S.A. that its counterclaim had been dismissed, thus issuing an ex oficio ruling and ordering the payment, within 15 working days, of the calculated income tax difference for the 2002, 2003 and 2004 fiscal years of Argentine Pesos $417,908,207 (ThU.S.$ 32,048 at December 31, 2015), compensatory interest, and fines for omission. On February 11, 2008, Arauco Argentina S.A. appealed the aforementioned ruling before the National Tax Court (“Tribunal Fiscal de la Nación”) (TFN).

On February 8, 2010, Arauco Argentina S.A. was notified of TFN’s ruling, which confirmed the ruling issued by AFIP, with court expenses, based on arguments different from those that justified AFIP’s ex oficio decision. This decision by the TFN extinguished the administrative process. As a result, the company’s only remaining option was to pursue a remedy before the Contentious Administrative Matters Federal Appeals Court (“Cámara de Apelaciones en lo Contencioso Administrativo Federal”) (CACAF) and, subsequently, the National Supreme Court of Justice (“Corte Suprema de Justicia de la Nación”).

On February 15, 2010, Arauco Argentina S.A. appealed before the CACAF, making all necessary submissions with the purpose of attaining a revocation of the contested decision. Arauco Argentina S.A. paid litigation fees (tasa de justicia) in the amount of Argentine Pesos 5,886,053 (ThU.S.$451 at December 31, 2015).

On March 18, 2010, the CACAF issued a court decree in which it ordered the AFIP to refrain from requesting the blocking of preventive interim relief measures, administratively demanding payment, issuing debt invoices, or initiating judicial collection actions, including seizure of property and other enforcement measures, against Arauco Argentina S.A. until CACAF reaches a decision on APSA’s request for an injunction.

 

F-69


Table of Contents

On May 13, 2010, the CACAF decided to grant the injunction requested by Arauco Argentina S.A., ordering to suspend the enforcement of the AFIP resolution until the final decision on this matter. This injunction was granted by the CACAF subject to the granting of a corresponding bond. On May 19, 2010, Arauco Argentina S.A. filed with the Appeal Court a surety policy issued by Zurich Argentina Cía. de Seguros S.A. On May 20, 2010, the CACAF asked Arauco Argentina S.A. to specify the areas covered by the surety insurance. On May 28, 2010 Arauco Argentina S.A. complied with this request and attached Endorsement No. 1 of the surety policy in favor of the CACAF – Trial Chamber I – in the amount of Argentine Pesos 633,616,741 (equivalent to ThU.S.$48,590 as of December 31, 2015), which includes initial capital, plus adjustments and interests to the date of the bond. On June 2, 2010 the CACAF accepted this surety filed by Arauco Argentina S.A. and sent notice to AFIP of the injunction granted. On June 4, 2010 the AFIP was notified of the ruling dated May 13, 2010, which is final since June 22, 2010.

On February 1, 2013, Arauco Argentina S.A. received notice of the decision dated December 28, 2012, whereby the First Chamber of Appeals rejected the appeal lodged by the company, confirming the ex officio determination of the AFIP, and imposed the judicial fees for both instances as per their generation, since there was contradictory case law. The company appealed this decision before the National Supreme Court of Justice via the various legal procedural remedies available. On February 4, 2013, the company filed an ordinary appeal against the Chamber’s decision and on February 19, 2013, it also filed an extraordinary appeal against the same judgment, both before the National Supreme Court of Justice. On May 6, 2013, Arauco Argentina S.A. was notified of the decision of the Court of Appeals that, as of April 23, 2013, granted the ordinary appeal to the National Supreme Court of Justice and was present, to her chance the Extraordinary Appeal field. On May 27, 2013, the file was forwarded to the Supreme Court of Justice of the Country. On June 3, 2013, Arauco Argentina S.A. was notified of the procedural ruling issued by the High Court on May 29, 2013, declaring that the Ordinary Appeal had been duly received. On June 17, 2013, Arauco Argentina S.A. submitted a duly founded presentation in connection with the Appeal, which the Court subsequently ordered to be transferred to AFIP, a circumstance of which the company was notified on June 28, 2013.

The reasoning of the Chamber of Appeals’ decision did not modify the opinion of our external counsel in that the company acted in accordance with law when deducting the interest, expenses and exchange differences in the indebtedness challenged by the State, and they still hold that there are good possibilities for the decision to be quashed, rendering without effect AFIP’s ex officio determination.

(ii) Within the course of these case’s proceedings, and particularly regarding payment of the litigation fees (tasa de justicia) before the TFN, on July 18, 2008, the Examining Officer ordered Arauco Argentina S.A. to pay Argentine Pesos 10,447,705 (ThU.S.$801 at December 31, 2015) as payment of Tasa de Actuación (Litigation Fee) before the TFN. On August 14, 2008, Arauco Argentina S.A filed a petition with the court requesting that this order be reconsidered, or alternatively, rejected on the grounds that the requested amount was unreasonable. Arauco Argentina S.A provided evidence that it had paid Argentine Pesos 1,634,914 (ThU.S.$125 at December 31, 2015), considering that this was the actual amount due, pursuant to Law, for the Tasa de Actuación (Litigation Fee). On April 13, 2010, the First Chamber of the CACAF denied Arauco Argentina S.A.’s appeal. On April 26, 2010, Arauco Argentina S.A. filed an ordinary appeal against the latter decree before the National Supreme Court of Justice, which was granted on February, 3, 2011. On June 23, 2011, the brief with the ordinary appeal was filed before the Supreme Court. On July, 14, 2011, AFIP answered the petition of this brief. On May 8, 2012, the Supreme Court ruled that the ordinary remedy was wrongly admitted, since the appealed sentence was not a final ruling.

 

F-70


Table of Contents

The case file was returned to First Chamber of the National Appeals Court of Contentious Administrative Matters. On June 15, 2012, Arauco Argentina S.A. requested that the case be suspended until the substantial issues of the case were resolved, a request which was rejected by the CACAF on June 25, 2012. On July 2, 2012, Arauco Argentina S.A. filed a motion to reconsider, requesting that such ruling be rendered ineffective and the extraordinary proceeding be suspended until the substantial issues of the case were ruled on, also expressing that it still maintained its interest in the extraordinary remedy that was submitted. On August 21, 2012, Arauco Argentina S.A. filed a presentation which expressed its interest to maintain the extraordinary appeal. On February 19, 2013, Arauco Argentina S.A. requested the Extraordinary Remedy to be dealt with, and that copy of the judgment passed in the main suit be attached thereto. On the same date Arauco Argentina S.A. lodged a Federal Extraordinary remedy on grounds that the judgment relating to the procedural tax discussed in this ancillary suit ought to be analyzed in consistency with that of the main suit. On April 8, 2013, the Chamber conferred upon AFIP a period to respond to Arauco Argentina S.A.’s Extraordinary Remedy. On November 26, 2013, Arauco Argentina S.A. was served with a ruling dated October 8, 2013 whereby the 1st Chamber of the Appeals Department decided to deny Arauco Argentina S.A.’s May 6, 2010 Extraordinary Remedy, imposing upon Arauco Argentina S.A. the obligation to bear the court costs and fees. On November 18, 2014, the 1st Chamber of the Appeals Department decided to dismiss Arauco Argentina S.A.’s second extraordinary remedy.

2. By way of Resolutions Nos. 952/2000 and 83/03, and within the context of the provisions of Law No. 25,080, the former Secretary for Agriculture, Ranching, Fishing and Foods approved the projects submitted by Arauco Argentina S.A. to build an MDF plant (boards) and a sawmill, along with the forestation of several hectares for supplying said industries.

In March of 2005, by way of Note No. 145/05, issued by the Undersecretary for Agriculture, Ranching and Forestation, the exemption to pay exportation duties granted to Arauco Argentina S.A. was suspended, as were the exemptions granted to all other companies benefited by this system under Law No. 25,080, a suspension which was implemented as a preventive measure, invoking the need to review the proceedings conducted in the respective case files. After the exhaustion of the administrative procedures, the measure is being argued by the company before the courts. In said context, on November 8, 2006, the V Chamber of the National Appeals Court for Adversarial Administrative and Federal Matters issued a ruling ordering that Arauco Argentina S.A. to continue to enjoy an exemption from paying the exportation duties, provided that it guarantee said duties by taking out warranty insurance. The judicial measure became effective beginning on March of 2007 by collateralization through the granting of bond (caución) policies for each shipment permits exempted from payment of export duty. Notwithstanding this ruling, the issuance of the ruling on the substantial issues of the matter is still pending. The company maintains an assignment of funds equivalent to ThU.S.$ 23,541 in connection to the aforementioned export duties, which is shown under not current provisions.

The export duties paid by the company while the benefit was suspended were allocated to the results of each financial year. As of this date, the company has submitted a claim against the National Government demanding the return of ThU.S.$6,555, plus interest accrued as from the serving of process of said claim, amount which corresponds to the Export Duties paid between March of 2005 and March of 2007 as a result of the benefit’s suspension.

In turn, during April of year 2005, the Secretary for Agriculture, Ranching, Fishing and Foods issued Resolution No. 260/2005, requiring that holders of any firms that had received the fiscal benefits granted under Law No. 25,080 should establish guarantees to cover the total amount of any such benefits, considering for such purposes all benefits that had been enjoyed until the date of their establishment. Arauco Argentina S.A. then proceeded to establish the required guarantees, which - as of the date of these financial statements - amount to Argentine Pesos 172,602,362 (equivalent to ThU.S.$13,296 at December 31, 2015).

 

F-71


Table of Contents

Arauco Argentina S.A. believes that it has complied with all of the obligations imposed upon it by the system set forth under Law No. 25,080.

3. On December 6, 2013, Arauco Argentina S.A. was served upon Resolution 803 issued by the Central Bank of the Republic of Argentina (BCRA) on November 22, 2013. By means of such resolution, the BCRA initiated Investigation No. 5581, whereby it is sought to determine the absence of currency inflow and liquidation, and the delayed inflow of currency arising from export operations.

On March 6, 2014, the BCRA notified Arauco Argentina S.A. that it had received the APSA’s response and was beginning the trial period. On June 18, 2014 the BCRA notified the company of the closure of the trial period. On June 26, 2014 APSA presented its answer. On October 6, 2014, the company was served with the ruling dated September 30, 2014, issued by the National Criminal and Economic Court No. 8, Secretary No. 16, through which it was notified that the court would analyze the case under Case File No. 1330/2014.

As of the date of issuance of these financial statements, in the opinion of the company´s legal advisors, the likelihood of obtaining a favorable outcome (that is to say, no fines being imposed) is high, given the solid defense arguments raised by Arauco Argentina S.A. and the precedents relating to infractions of a similar nature.

Arauco do Brasil S.A.

On November 8, 2012, the Brazilian tax authorities issued an Infringement Notice against one of our Brazilian subsidiaries, Arauco do Brasil S.A., for allegedly unpaid taxed owed by said company during the period from 2006 to 2010. Specifically, the tax authorities (i) objected to the deductibility of certain payments made, and expenses incurred (including the amortization of premiums, interest and litigation costs) by Arauco do Brasil between 2005 and 2010, and, (ii) argued that Arauco do Brasil made certain insufficient payments regarding the Brazilian Corporate Tax (“IRPJ”) and the Corporate Contribution over Net Profits (“CSLL”) during 2010.

On July 20, 2015, Arauco do Brasil was notified of the first-level administrative ruling which partially upheld the Infringement. Against this ruling, a Voluntary Appeal was filed seeking to revoke the Infringement Notice before the Brazilian Administrative Tax Council (Conselho Administrativo de Recursos Fiscais de Brasil or “CARF”), which is the second administrative level. As of the date of this report, the trial pertaining to this objection is still pending. The company believes that its challenge against the Infringement Notice is based on sound legal grounds and that a reasonable possibility exists that this matter will be resolved in favor of the company. However, if a favorable ruling is not obtained, it is possible that an obligation is generated in the aforementioned sums, plus interest and fines, up to the date on which the respective payment is made.

Forestal Arauco S.A. (ex Forestal Celco S.A.)

1. On October 26, 2012, Forestal Valdivia S.A., now Forestal Arauco S.A., was notified of a restitution suit filed by Mr. Nelson Vera Moraga, Attorney representing the estate of Mrs. Julia Figueroa Oliveiro, which occurred over 60 years ago. That application was lodged with the Civil Court of Loncoche, Docket Number 79-2012, and the lawsuit demanded the recovery and restitution of two estates, with their products and improvements, arguing that the aforementioned estate is the sole and exclusive owner of two real estate properties whose total surface amounts to 1,210 hectares and are allegedly occupied by Forestal Valdivia S.A. On March 13, 2014, the Court issued a first instance ruling rejecting the claim.

 

F-72


Table of Contents

On March 31, 2014, the plaintiff appealed the first instance ruling through the submittal of a cassation appeal with regards to procedural aspects to the Court of Appeals of Temuco. On August 10, 2015, the Court of Appeals of Temuco issued a decision confirming the first instance decision with litigation costs. On August 28, 2015, the plaintiff filed a cassation appeal based on substantial and procedural grounds against the judgment of the Court of Appeals. On September 4, 2015, the Court of Appeals set outcome guaranty deposit (fianza de resultas) of 50,000,000 Chilean pesos. On September 10, 2015, the defendant requested that the guaranty deposit be set aside, or alternatively reduced to the amount of 300,000 Chilean Pesos. On September 16, 2015, the Court of Appeals decided to keep the guarantydeposit in the amount of 50 million Chilean pesos. On October 21, 2015, the cassation appeal was processed by the Supreme Court. On October 23, 2015, the petitioner formally became a party to the cassation proceedings. On November 3, 2015, the respondent formally became a party to the cassation proceedings. On November 6, 2015, Forestal Arauco S.A. filed a motion for the declaration of inadmissibility of the cassation appeal. On December 30, 2015, the Supreme Court summoned the parties to a hearing to be held on a date yet to be defined. Currently, the case is included in the appeal table awaiting its hearing. Pending. (Case Docket Supreme Court 595-2014).

2. On October 8, 2013, Bosques Arauco S.A., now Forestal Arauco S.A. was notified of a civil claim filed by Mr. Manuel Antonio Fren Casanova, requesting the court to declare the properties known as Cuyinco and Cuyinco Alto as two different properties and, therefore, to order the cancellation of the ownership registration in the name of Bosques Arauco S.A. found on N° 290 of page 266 of the Registry of Property kept by the Real Estate Registrar of Cuyinco Alto, on the grounds that, Bosques Arauco S.A. erroneously understood that its property, Cuyinco Alto of 4,600 hectares, would also encompass the land known as Cuyinco, which allegedly belongs to the claimant.

The claim was filed before the Civil Court of Lebu (Case File No. C-269-2013). On October 27, 2015, the Court passed a first instance definitive judgment, dismissing the claim in its entirety. On November 16, 2015, the plaintiff challenged the first instance judgment by means of a cassation appeal based on substantial and procedural grounds. Currently the case file is pending at the Court of Appeals, which shall proceed to entertain and decide upon such remedy. (Case Docket Court of Appeals No. 1956-2015). The Court of Appeals ruled that it would send the case to the first instance of judgment, so that the inferior court may rule on the witness disqualification that was not addressed in the decision, thereby completing the judgment.

3. Maquinarias y Equipos Klenner Limitada filed a civil damages claim before the First Civil Court of Valdivia, Case File number C-375-2015, against Forestal Arauco S.A. The claim seeks compensation for alleged damages brought as a result of the termination of a service provision contract that took place on February 9, 2010

On February 6, 2015, the claim was served on Mr. Cristián Durán Silva, on behalf of Forestal Arauco S.A. On February 12, 2015, the company appeared submitting a motion to void the service of process, since Mr. Cristian Durán Silva was not the legal representative of Forestal Arauco S.A., and because the requirements of article 44 of the Code of Civil Procedure had not been fulfilled in this service of process.

The Court granted the plaintiff the legal term to submit its arguments in this regard, issuing a resolution dated February 17 of 2015. Moreover, the company required that proceedings be suspended while this matter was pending decision. The Court gave the floor to the plaintiff with regard to this request. In view of the foregoing, on February 24, 2015, the company raised dilatory defenses, In view of the above, on February 24, 2015, the company filed dilatory defenses, which were dismissed by the Court on August 20, 2015. The decision whereby the defenses were dismissed was appealed by the defendant, and such appeal was ultimately dismissed by the Court of Appeals of Valdivia. On September 2,

 

F-73


Table of Contents

2015, Forestal Arauco S.A. answered the claim. Subsequently, the plaintiff filed a reply, and the defendant filed the rejoinder. On October 1, 2015, a settlement hearing took place without any results. Currently, the case is awaiting a ruling in connection with the motion to reconsider and the appeal filed in lieu of said motion, both with respect to the ruling opening the term for providing evidence issued by the Court.

4. On April 28, 2015, the company was notified of and answered the action for recovery submitted in ordinary proceedings by Mr. Rodrigo Huanquimilla Arcos and Mr. Mario Andrades Rojas, attorneys at law, on behalf of 24 members of the Arcos succession, who claiming to be owners of the estate that they identify as Hacienda Quivolgo, of 5,202 hectares, request that Forestal Celco S.A., currently Forestal Arauco S.A., be sentenced to return the abovementioned real property plus civil and natural fruits or revenues as well as any estates adhered to it, along with any damages that the real property may have suffered, with litigation costs. The company proceeded to answer the claim requesting that it be completely rejected, arguing that Forestal Celco S.A., currently Forestal Arauco S.A., is the sole and legitimate owner of the real property. The Court issued the ruling that opened the term for producing evidence and ordered a joinder of this case with case file No. C-54-2015, suspending the proceedings and ordering the plaintiffs to appoint a single and common attorney for the representation of both parties, notifying the parties through substituted service of process. The trial will continue once the common attorney has been appointed. Case file C-334-2014 of the Civil Court of Constitución.

5. On April 6, 2015, the company was notified through a rogatory letter regarding the claim submitted by Mr. Gustavo Andrés Ochagavía Urrutia, attorney at law, acting on behalf of 23 members of the Arcos succession, who claim to be the owners of the estate that they identify as Hacienda Quivolgo, of 5,202 hectares, requesting that Forestal Celco S.A., currently Forestal Arauco S.A., be ordered to return the abovementioned real property plus civil and natural fruits or revenues as well as any estates adhered to it, along with any damages that the real property may have suffered, with litigation costs. They base their claim in that Forestal Celco S.A., currently Forestal Arauco S.A., is allegedly in possession but does not own the real property in question. On April 28, 2014, the company proceeded to answer the claim requesting that it be completely rejected, arguing that Forestal Celco S.A., currently Forestal Arauco S.A., is the sole and legitimate owner of the real property.

On January 6, 2016, the plaintiff was notified the ruling which commences the trial period. On January 8, 2016, the defendant requested a consolidation of the proceedings with Case file 334-2014, as well as the suspension of the proceeding until this request is decided upon. On January 12, 2016, the Court served the plaintiff in respect of the consolidation request, suspending the proceeding in the meantime. The court ordered a joinder of this case with case file No. C-334-2014. Case file C-54-2015 of the Civil Court of Constitución.

No provisions have been recognized from the aforementioned contingencies. At the end of each reporting period there are no other contingencies that might significantly affect the Company’s financial, position or results of operations.

Provisions recorded as of December 31, 2015 and 2014 are as follows:

 

Classes of Provisions

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Provisions, Current

     858         2,535   

Provisions for litigations

     404         1,765   

Other provisions

     454         770   

Provisions, non-Current

     34,541         64,529   

Provisions for litigations

     10,996         14,273   

Other provisions

     23,545         50,256   
  

 

 

    

 

 

 

Total Provisions

     35,399         67,064   
  

 

 

    

 

 

 

 

F-74


Table of Contents

Provisions for litigations are related to labor and tax claims whose payment period is uncertain. Other provisions mainly include the recognition of a liability related to investments in associates and joint ventures accounted under the equity method with net asset deficiency at the end of the reporting period.

 

     12-31-2015  

Movements in Provisions

   Litigations
ThU.S.$ (*)
    Other
Provisions
ThU.S.$ (**)
    Total
ThU.S.$
 

Opening balance

     16,038        51,026        67,064   

Changes in provisions

      

Increase in existing provisions

     2,555        1,429        3,984   

Payments

     (2,990     0        (2,990

Decrease in foreign currency exchange

     (5,163     0        (5,163

Other Increases (Decreases)

     960        (28,456     (27,496

Total Changes

     (4,638     (27,027     (31,665

Closing balance

     11,400        23,999        35,399   

 

(*) The increase in legal claims is composed mainly of Th.U.S.S$1,558 from Brazilian subsidiaries in connection with civil and labor lawsuits, being the latter the most important. In addition there are ThU.S.$840 from Arauco Argentina in connection with labor lawsuits.
(**) The increase of Other Provisions comprises mainly an increase of Th.U.S$1,429 from Arauco Argentina for export duties. While in the Other Increases (Decreases), line item, the reverse of Negative Equity to Arauco Forest Brasil over Novo Oeste by Th.U.S.$ 25,290 and Forestal Cholguán over Sercor is reflected by Th.U.S.$2,850.

 

     12-31-2014  

Movements in Provisions

   Litigations
ThU.S.$ (*)
    Other
Provisions
ThU.S.$ (**)
    Total
ThU.S.$
 

Opening balance

     18,406        15,457        33,863   

Changes in provisions

      

Increase in existing provisions

     9,585        16,782        26,367   

Payments

     (8,951     —          (8,951

Decrease in foreign currency exchange

     (818     (3,324     (4,142

Other (Decreases) Increases

     (2,184     22,111        19,927   

Total Changes

     (2,368     35,569        33,201   

Closing balance

     16,038        51,026        67,064   

 

(*) In the increase of legal claims US$3.3 million corresponds to 50 % of trial provision with the supplier in the construction of the pulp mill in Uruguay SACEEM Zona Franca S.A. (joint agreement).
(**) The increase in Other Provisions, is comprised mainly of an increase of Th.U.S.$2,850 from the provision of Negative Equity of Forestal Cholguan over Sercor and Th.U.S.$ 13,162 of Arauco Forest Brasil over Novo Oeste.

Another increase in Other Provisions corresponds to the Th.U.S$ 21,549 for the provision of export duties.

 

F-75


Table of Contents
NOTE 19. INTANGIBLE ASSETS

 

     12-31-2015     12-31-2014  

Classes of Intangible Assets, Net

   ThU.S.$     ThU.S.$  

Intangible assets, net

     88,112        93,258   

Computer software

     21,251        18,224   

Water rights

     5,485        5,442   

Customer

     55,265        63,164   

Other identifiable intangible assets

     6,111        6,428   

Classes of intangible Assets, Gross

     142,704        137,041   

Computer software

     58,275        49,109   

Water rights

     5,485        5,442   

Customer

     70,676        74,432   

Other identifiable intangible assets

     8,268        8,058   

Classes of accumulated amortization and impairment

    

Total accumulated amortization and impairment

     (54,592     (43,783

Accumulated amortization and impairment, intangible assets

     (54,592     (43,783

Computer software

     (37,024     (30,885

Customer

     (15,411     (11,268

Other identifiable intangible assets

     (2,157     (1,630

Reconciliation of the carrying amount of intangible assets at the beginning and end of each reporting period balances

 

     12-31-2015        

Reconciliation of intangible assets

   Computer
Software
ThU.S.$
    Water
Rights
ThU.S.$
    Customer
ThU.S.$
    Others
ThU.S.$
    TOTAL
ThU.S.$
 

Opening Balance

     18,224        5,442        63,164        6,428        93,258   

Changes

          

Additions

     9,638        66        —          690        10,394   

Disposals

     (73     —          —          (70     (143

Amortization

     (6,448     (2     (4,819     (684     (11,953

Decrease related to foreign currency translation

     (84     (21     (3,080     (253     (3,438

Other Decreases

     (6     —          —          —          (6

Changes Total

     3,027        43        (7,899     (317     (5,146

Closing Balance

     21,251        5,485        55,265        6,111        88,112   
     12-31-2014        

Reconciliation of intangible assets

   Computer
Software
ThU.S.$
    Water
Rights
ThU.S.$
    Customer
ThU.S.$
    Others
ThU.S.$
    TOTAL
ThU.S.$
 

Opening Balance

     17,004        5,422        70,054        7,171        99,651   

Changes

          

Additions

     9,956        —          —          145        10,101   

Amortization

     (6,699     —          (5,040     (736     (12,475

Decrease related to foreign currency translation

     (2,037     20        (1,850     (152     (4,019

Changes Total

     1,220        20        (6,890     (743     (6,393

Closing Balance

     18,224        5,442        63,164        6,428        93,258   

 

            Average  

Computer Software

     Years         5   

Customer

     Years         15   

The amortization of customer and computer software is presented in the Consolidated Statements of profit or loss under the Administrative Expenses line item.

 

F-76


Table of Contents
NOTE 20. BIOLOGICAL ASSETS

Biological assets comprise forestry plantations, mainly radiata and taeda pine, and to a lesser extent eucalyptus. The plantations are located in Chile, Argentina, Brazil and Uruguay, with a total surface of 1.7 million hectares, out of which 1 million hectares are used for forestry planting, 406 thousand hectares are native forest, 186 thousand hectares are used for other purposes and 55 thousand hectares not yet planted.

As of December 31, 2015, the production volume of logs totaled 19.4 million cubic meters (19.9 million cubic meters as of December 31, 2014).

Measurements of fair value of Arauco’s biological assets are classified as Level 3, due to the fact that inputs are not observable. However, this information reflects the assumptions that market participants would use in pricing the asset, including assumptions about risk.

These unobservable inputs were developed using the best information available and includes internal data from Arauco. These unobservable inputs can be adjusted if the available information indicates that other market participants would use different information or there is something specific in Arauco that is not available to other market participants.

The main considerations in determining the fair value of biological assets include the following:

 

 

Arauco uses discounted expected future cash flows of its forest plantations, which are based on a harvest projection date for all existing plantations.

 

 

Current forestry plantations are projected based on a net volume that will not decrease, with a minimum growth equivalent to the current supply demand.

 

 

Future plantations are not considered.

 

 

The harvest of forestry plantations supplies raw materials for all other products that Arauco produces and trade. By directly controlling the development of forests that will be processed, Arauco ensures high quality timber for each of its products.

 

 

Expected cash flows are determined in terms of harvest and expected sale of forestry products, associated with the demand from the Company’s own industrial centers and sales to third parties at market prices. Sales margin of the different products that are harvested in the forest is also considered in the valuation. The changes in the value of the plantations pursuant to the criteria defined above are accounted for in the results for the fiscal year, as established in IAS 41. These changes are presented in the Statement of profit or loss under the line item Other income per function, which as of December 31, 2015 amounted to ThU.S.$210,479 (ThU.S.$284,497 and ThU.S.$269,671 as of December 31, 2014 and 2013). The appraisal of biological assets resulted in a greater cost of the lumber sold in comparison to the real incurred cost, which is presented in the cost of sales which as of December 31, 2015 amounted to ThU.S.$185,737 (ThU.S.$220,950 and 221.874 as of December 31, 2014 and 2013 ).

 

 

Forestry plantations are harvested according to the needs of Arauco’s production plants.

 

 

The discount rates used are 8% for Chile, Brazil and Uruguay, and 12% in Argentina.

 

 

It is expected that prices of harvested timber are constant in real terms based on market prices.

 

F-77


Table of Contents
 

Cost expectations with respect to the lifetime of the forests are constant based on estimated costs included in the projections made by Arauco.

 

 

The average crop age by species and country is:

 

     Chile      Argentina      Brazil      Uruguay  

Pine

     24         15         15         —     

Eucalyptus

     12         10         7         10   

The following table sets forth changes in fair value of biological assets considering variations in significant assumptions considered in calculating the fair value of the assets:

 

            ThU.S.$  

Discount rate

     0,5         (116,485
     -0,5         123,707   

Margins (%)

     10         416,035   
     -10         (416,035

Forestry plantations classified as current Biological assets are those to be harvested and sold within twelve months after the reporting period.

The Company has contracted fire insurance policies for its forestry plantations, which in conjunction with the Company’s resources and an efficient protection measures for these forestry assets, allow financial and operational risks to be minimized.

Detail of Biological Assets Pledged as Security

As of December 31, 2015, there are no forestry plantations pledged as security.

Detail of Biological Assets with Restricted Ownership

As of the date of these consolidated financial statements, there are no biological assets with restricted ownership.

No significant government grants have been received.

 

F-78


Table of Contents

Current and Non-Current Biological Assets

As of the date of these consolidated Financial Statements, the Current and Non-current biological assets are as follows:

 

     12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Current

     272,037         307,551   

Non-current

     3,554,560         3,538,802   

Total

     3,826,597         3,846,353   

Reconciliation of carrying amount of biological assets

 

Movement

   12-31-2015
ThU.S.$
 

Opening Balance

     3,846,353   

Changes in Biological Assets

  

Additions through acquisition and costs of new plantations

     215,557   

Sales

     (1,028

Harvest

     (299,501

Gain (losses) arising from changes in fair value less costs to sale

     210,479   

Increases (decreases) in Foreign Currency Translation

     (111,502

Loss of forest due to fires

     (34,850

Other Increases (decreases)

     1,089   

Total Changes

     (19,756

Closing Balance

     3,826,597   

 

Movement

   12-31-2014
ThU.S.$
 

Opening Balance

     3,892,203   

Changes in Biological Assets

  

Additions through acquisition and costs of new plantations

     132,969   

Sales

     (39,432

Harvest

     (338,440

Gain (losses) arising from changes in fair value less costs to sale

     284,497   

Increases (decreases) in Foreign Currency Translation

     (44,020

Loss of forest due to fires

     (31,512

Other Increases (decreases)

     (9,912

Total Changes

     (45,850

Closing Balance

     3,846,353   

As of the date of these consolidated financial statements, there are no disbursements related to the acquisition of biological assets.

 

F-79


Table of Contents
NOTE 21. ENVIRONMENTAL MATTERS

Environment Management

For Arauco, sustainability means management strategy. This strategy incorporates values, commitments and standards, that together with the adoption of best practices as well as the use of the latest available technologies, seek to continuously improve the Company’s environmental management. It is the environmental department and each of its specialists that ensure these guidelines are met and are put in to practice in everyday company operations.

All of Arauco’s production units have certified environmental management systems, which reinforce the Company’s commitment to environmental performance and ensure the traceability of all raw materials used.

Arauco uses several supplies in its productive processes such as wood, chemical products, and water, etc., which in turn produce liquid and gas emissions. As a way to make the Company’s environmental management more efficient, significant progress has been made to reduce consumption and emissions.

Environmental investments have been made related to the control of atmospheric emissions, process improvements, water and waste management, as well as effluent treatment, in order to improve the environmental performance of all of Arauco’s business units.

 

F-80


Table of Contents

Detail information of disbursements related to the environment

As of December 31, 2015 and 2014, Arauco has made and / or has committed the following disbursements by major environmental projects:

 

   

12/31/2015

 

Disbursements undertaken 2015

  Committed Disbursements  

Company

 

Name of project

 

State of
project

  Amount
ThU.S.$
    Asset
Expense
 

Asset/expense
destination
item

  Amount
ThU.S.$
    Estimated
date
 

Arauco Do Brasil S.A.

 

Environmental improvement studies

  In process     32      Assets   Property, plant and equipment     220        2016   

Arauco Do Brasil S.A.

 

Environmental improvement studies

  In process     220      Expense   Administration expenses     699        2016   

Celulosa Arauco Y Constitucion S.A.

 

Investment projects for the control and management of gas emissions from industrial process

  In process     2,720      Assets   Property, plant and equipment     0     

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  In process     2,688      Assets   Property, plant and equipment     1,057        2016   

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  Finished     4,818      Assets   Property, plant and equipment     0     

Celulosa Arauco Y Constitucion S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  Finished     244      Assets   Property, plant and equipment     0     

Celulosa Arauco Y Constitucion S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     6,668      Assets   Property, plant and equipment     113,321        2017   

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  Finished     27,868      Expense   Operating cost     0     

Celulosa Arauco Y Constitucion S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     2,122      Assets   Property, plant and equipment     1,420        2016   

Arauco Argentina S.A

 

Construction emisario

  In process     0      Assets   Property, plant and equipment     805        2016   

Arauco Argentina S.A

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     165      Assets   Property, plant and equipment     3,952        2016   

Arauco Argentina S.A

 

Environmental improvement studies

  Finished     117      Assets   Property, plant and equipment     0     

Arauco Argentina S.A

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     38      Assets   Property, plant and equipment     6,268        2016   

Paneles Arauco S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     1,627      Expense   Operating cost     109        2016   

Paneles Arauco S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     555      Assets   Property, plant and equipment     366        2016   

Paneles Arauco S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  Finished     720      Assets   Property, plant and equipment     0     

Paneles Arauco S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     355      Expense   Administration expenses     355        2016   

Forestal Arauco S.A. (Ex-Forestal Celco S.A.)

 

Environmental improvement studies

  In process     613      Expense   Administration expenses     783        2016   

Forestal los Lagos S.A

 

Environmental improvement studies

  In process     206      Expense   Operating cost     208        2016   
     

 

 

       

 

 

   
    TOTAL     51,776            129,563     
     

 

 

       

 

 

   

 

F-81


Table of Contents
   

12-31-2014

 

Disbursements undertaken 2014

  Committed Disbursements  

Company

 

Name of project

 

State of
project

  Amount
Company
    Name of
project
  State of project   Amount
Company
    Name of
project
 

Arauco Do Brasil S.A.

 

Environmental improvement studies

  In process     1,967      Assets   Property, plant
and equipment
    3,805        2015   

Arauco Do Brasil S.A.

 

Environmental improvement studies

  In process     1,507      Expense   Administration
expenses
    5,639        2015   

Celulosa Arauco y Constitucion S.A.

 

Investment projects for the control and management of gas emissions from industrial process

  In process     5,548      Assets   Property, plant
and equipment
    233        2015   

Celulosa Arauco y Constitucion S.A.

 

Environmental improvement studies

  In process     10,520      Assets   Property, plant
and equipment
    11,805        2015   

Celulosa Arauco y Constitucion S.A.

 

Environmental improvement studies

  Finished     85      Assets   Property, plant
and equipment
    0        —     

Celulosa Arauco y Constitucion S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     6,474      Assets   Property, plant
and equipment
    3,412        2015   

Celulosa Arauco y Constitucion S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  Finished     266      Assets   Property, plant
and equipment
    0        —     

Celulosa Arauco y Constitucion S.A.

 

Environmental improvement studies

  In process     37,540      Expense   Operating cost     0        —     

Celulosa Arauco y Constitucion S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     2,551      Assets   Property, plant
and equipment
    11,712        2015   

Alto Paraná S.A.

 

Construction emisario

  In process     13      Assets   Property, plant
and equipment
    705        2015   

Alto Paraná S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     776      Assets   Property, plant
and equipment
    4,148        2015   

Alto Paraná S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     3,282      Assets   Property, plant
and equipment
    6,452        2015   

Paneles Arauco S.A.

 

Environmental improvement studies

  In process     624      Assets   Property, plant
and equipment
    1,882        2015   

Paneles Arauco S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     1,471      Expense   Operating cost     0        —     

Paneles Arauco S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     404      Expense   Administration
expenses
    0        —     

Paneles Arauco S.A.

 

Environmental improvement studies

  In process     5,751      Expense   Administration
expenses
    264        2015   

Forestal Arauco S.A.

 

Environmental improvement studies

  In process     817      Expense   Administration
expenses
    732        2015   

Aserraderos Arauco S.A

 

Environmental improvement studies

  In process     1,416      Assets   Property, plant
and equipment
    543        2015   

Aserraderos Arauco S.A

 

Environmental improvement studies

  Finished     84      Assets   Property, plant
and equipment
    0        —     

Celulosa y Energía Punta Pereira S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     463      Assets   Property, plant
and equipment
    600        2015   

Forestal los Lagos S.A

 

Environmental improvement studies

  In process     208      Expense   Operating cost     240        2015   
     

 

 

       

 

 

   
    TOTAL     81,767            52,172     
     

 

 

       

 

 

   

 

F-82


Table of Contents
NOTE 22. NON-CURRENT ASSETS HELD FOR SALE

Arauco decided to sell assets in previous years corresponding mainly to sawmills in Chile and remains committed to its sales plan.

By the end of year 2015, Paneles Arauco S.A. decided to reclassify to Properties, plant and equipment an amount of ThU.S.$5,429, since the Escuadron, La Araucana and Remanufactura Lomas Coloradas plants were destined to use as warehouse for finished products. These assets consisted of buildings and saw mill equipment, which were shut down in preceding years.

The following table sets forth information on the main types of non-current assets held for sale:

 

     12-31-2015      12-31-2014  
     ThU.S.$      ThU.S.$  

Land

     217         2,976   

Buildings

     1,122         3,798   

Property, plant and equipment

     1,855         1,214   

Total

     3,194         7,988   

As of December 31, 2015 there was no effect related to the sale of held assets for sale results. (net loss of ThU.S.$486 at December 31, 2014).

 

F-83


Table of Contents
NOTE 23. FINANCIAL INSTRUMENTS

23.1 Classification

Arauco’s financial instruments as of December 31, 2015 and 2014, are displayed in the table below. Regarding those instruments measured at an amortized cost, as estimation of their reasonable value is displayed for informational purposes.

 

     December 2015      December 2014  

Financial Instruments

Thousands of dollars

   Carrying
amount
     Fair Value      Carrying
amount
     Fair Value  

Fair value through profit or loss (held for trading) (1)

     200,034         200,034         130,500         130,500   

Forward

     3,245         3,245         1,515         1,515   

Mutual funds (2)

     196,789         196,789         128,985         128,985   

Loans and Accounts Receivables

     1,054,952         1,054,952         1,761,300         1,761,300   

Cash and cash equivalents

     303,236         303,236         842,167         842,167   

Cash

     143,324         143,324         158,002         158,002   

Time deposits

     159,912         159,912         669,545         669,545   

Agreements

     —           —           14,620         14,620   

Accounts Receivables (net)

     748,592         748,592         762,909         762,909   

Trades and other receivables

     614,655         614,655         649,924         649,924   

Lease receivable

     15         15         153         153   

Other receivables

     133,922         133,922         112,832         112,832   

Accounts receivable from related parties

     3,124         3,124         156,224         156,224   

Other Financial Assets (5)

     29,545         29,545         11,141         11,141   

Financial Liabilities at amortized cost (3)

     4,895,594         5,099,467         5,714,872         6,088,948   

Bonds issued denominated in U.S. dollars

     2,317,216         2,409,538         2,686,994         2,834,364   

Bonds issued denominated in U.F. (4)

     863,118         923,775         971,333         1,038,908   

Bank Loans in Dollars

     953,898         1,004,792         1,220,359         1,373,857   

Bank borrowing denominated in U.S. dollars

     43,644         43,644         98,856         104,489   

Financial Leasing

     127,559         123,289         96,995         92,578   

Government Loans

     0         0         3,893         3,893   

Trades and other Payables

     583,018         583,018         630,406         630,406   

Accounts payable to related parties

     7,141         7,141         6,036         6,036   

Financial liabilities at fair value through profit or loss

     1,429         1,429         2,677         2,677   

Forward

     1,429         1,429         2,677         2,677   

Hedging Liabilities

     226,139         226,139         115,055         115,055   

 

(1) Assets measured at fair value through profit or loss other than mutual funds classified as cash equivalents, are presented in the line item “other financial assets” in the consolidated statement of financial position.
(2) Although mutual funds are measured at fair value through profit or loss for purposes of the consolidated statement of financial position mutual funds are classified as “Cash and cash equivalents” due to the are highly liquid short term investment.
(3) Financial liabilities measured at amortized cost, other than “Trade and other payables” and derivatives are presented in the consolidated statement of financial position in the line item “Other financial liabilities” as current and non-current based on their maturity.
(4) The Unidad de Fomento (“UF”) is a unit of account that is linked to, and is adjusted daily to reflect changes in the Chilean consumer price index.
(5) Includes guarantee funds for derivatives which correspond to the collateral under swap agreements.

 

F-84


Table of Contents

23.2 Fair Value Hierarchy of Financial Assets and Liabilities

The assets and liabilities measured at fair value in the consolidated statements of financial position as of December 31, 2015, have been measured based on the valuation methodologies provided in IAS 39. The methodologies applied for each financial instrument are classified according to their hierarchy as follows:

 

 

Level 1: Securities or quoted prices in active markets for identical assets and liabilities

 

 

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

 

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

 

Financial Instruments

Thousands of dollars

   Fair Value
   Level 1      Level 2      Level 3

Fair value through profit or loss (held for trading)

        

Forward

        3,245      

Mutual funds (2)

     196,789         

Other Financial Assets

        29,545      

Financial Liabilities at amortized cost

        

Bonds issued denominated in U.S. dollars

        2,409,538      

Bonds issued denominated in U.F. (4)

        923,775      

Bank Loans in Dollars

        1,004,792      

Bank borrowing denominated in U.S. dollars

        43,644      

Financial Leasing

        127,559      

Financial liabilities at fair value through profit or loss

        

Forward derivatives

        1,429      

Hedging Liabilities

        226,139      

 

F-85


Table of Contents

23.3 Explanation of the valuation of Financial Instruments.

Cash and cash equivalent and accounts receivable

The carrying amount of trade and other receivables, trade and others payables, accounts payables related parties, cash and cash equivalents (including mutual funds), and other financial assets and liabilities approximate their fair value due to the short-term nature of such instruments.

Derivative financial instruments

Interest rate and currency swaps are valued under the cash flow discount method at the rate applicable according to the transaction’s risk, using an internal methodology based on the information obtained from Bloomberg l. In this particular case, given that cross currency swaps correspond to future flows in UF and future flows in Dollars, Arauco calculates the current value of such flows by using 2 discount curves: the UF zero coupon curve and the Dollar zero coupon.

The fair value of the interest rate swap contracts is calculated by reference to the rate differential between the agreed upon rate and the market rate as of the end date of these financial statements.

The fair value of the currency forward contracts is calculated by reference to the current forward exchange rates of contracts with similar maturity profiles.

For the case of zero cost collar, the Bloomberg terminal is used to value Fuel Oil No. 6 and Diesel options.

Financial Liabilities

The fair value of bonds issued was determined with reference to quoted market prices as they have standard terms and conditions.

The fair value of bank borrowings were determined based on discounted cash flow analysis, applying the corresponding discount yield curves to the remaining term to maturity.

Disclosures of the fair value of financial liabilities at amortized cost are determined via the use of discounted cash flows, calculated over variables of the observable markets as of the date of informing the consolidated financial statements, and correspond to Level 2 of the fair value hierarchy.

 

F-86


Table of Contents

The following table shows compliance with financial covenants (level of indebtedness, exposed on point 23.11.3) required by domestic (Chile) bond indentures:

 

     December
2015
ThU.S.$
    December
2014
ThU.S.$
 

Financial debt, current

     291,798        739,515   

Financial debt, non-current

     4,013,637        4,338,915   

Total financial debt

     4,305,435        5,078,430   

Cash and cash equivalent

     (500,025     (971,152

Net financial debt

     3,805,410        4,107,278   

Non-controlling interests

     37,735        47,606   

Equity attributable to owners of parent

     6,608,710        6,767,130   

Total equity

     6,646,445        6,814,736   

Debt to equity ratio

     0.57        0.60   

The following table sets forth a reconciliation between the financial liabilities and the statement of financial position as of December 31 2015 and 2014:

 

Thousands of dollars

   December 2015  
   Up to 90
days
     From 91
days to

1 year
     Other
current
financial
liabilities,
Total
     From 13
months to
5 years
     More than
5 years
     Other non-
current
financial
liabilities,
Total
     Total  

Bonds obligations

     49,357         5,836         55,193         1,179,558         1,945,583         3,125,141         3,180,334   

Bank borrowing

     126,795         72,948         199,743         648,017         149,782         797,799         997,542   

Financial Leasing

     9,301         27,561         36,862         90,697         —           90,697         127,559   

Government loans

     —           —           —           —           —           —           —     

Swap and Forward

     4,240         —           4,240         223,328         —           223,328         227,568   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other Financial Liabilities, Total (a)

     189,693         106,345         296,038         2,141,600         2,095,365         4,236,965         4,533,003   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Thousands of dollars

   December 2015  
   Up to 90
days
     From 91
days to

1 year
     Total
Current
     From 13
months to

5 years
     More than
5 years
     Total non-
current
     Total  

Trades and other payables

     583,018         —           583,018         —           —           —           583,018   

Related party payables

     7,141         —           7,141         —           —           —           7,141   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Accounts Payable, Total (b)

     590,159         —           590,159         —           —           —           590,159   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities, Total (a) + (b)

     779,852         106,345         886,197         2,141,600         2,095,365         4,236,965         5,123,162   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Thousands of dollars

   December 2014  
   Up to 90
days
     From 91
days to

1 year
     Other
current
financial
liabilities,
Total
     From 13
months to

5 years
     More than
5 years
     Other non-
current
financial
liabilities,
Total
     Total  

Bonds obligations

     52,575         377,871         430,446         966,131         2,261,750         3,227,881         3,658,327   

Bank borrowings

     139,916         133,554         273,470         797,628         248,117         1,045,745         1,319,215   

Financial leasing

     7,851         23,855         31,706         65,289         —           65,289         96,995   

Government loans

     —           3,893         3,893         —           —           —           3,893   

Swap and Forward

     2,828         —           2,828         114,904         —           114,904         117,732   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other Financial Liabilities, Total (a)

     203,170         539,173         742,343         1,943,952         2,509,867         4,453,819         5,196,162   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Thousands of dollars

   December 2014  
   Up to 90
days
     From 91
days to

1 year
     Total
Current
     From 13
months to

5 years
     More than
5 years
     Total non-
current
     Total  

Trades and other payables

     627,972         2,434         630,406         —           —           —           630,406   

Related party payables

     6,036         —           6,036         —           —           —           6,036   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Accounts Payable, Total (b)

     634,008         2,434         636,442         —           —           —           636,442   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities, Total (a) + (b)

     837,178         541,607         1,378,785         1,943,952         2,509,867         4,453,819         5,832,604   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-87


Table of Contents

23.4 Hedging Instruments

Hedging instruments recorded as of December 31, 2015 are cash flow hedges. Arauco uses derivatives for hedging purposes, such as cross currency swaps, currency forwards, interest rate swaps, and options. Depending on the fair value of each instrument, the position could be either an asset or a liability, and they are listed in the Statement of Financial Position under Other Non-current Financial Assets or Other Non-current Financial Liabilities, respectively. The effects for the period are presented under Equity as Other Comprehensive Income, net of differences in exchange rate of the hedged items and the deferred tax.

A summary of the hedging instruments included in the Financial Position Statement as of the end of this fiscal year, is presented bellow:

 

Financial Instruments

   Fair
Value
ThU.S.$
 

Assets at fair value through profit or loss (held for trading)

     3,245   

Forward-Colombia

     238   

Forward-Argentina

     2,828   

Forward-Uruguay (1)

     179   

Financial liabilities at fair value through profit or loss

     (1,429

Forward-Colombia

     (21

Forward-Uruguay (1)

     (1,408

Hedging Liabilities

     (226,139

Cross Currency Swaps

     (205,618

Forward-Uruguay (1)

     (3,677

Zero Cost Collar

     (16,844

 

(1) Include Swap and Forward from Uruguay tables.
(2) Interest Rate Swap from Uruguay by ThU.S.$211 are in “Other Financial Assets”.

23.4.1 Chile

23.4.1.1 Cross currency swaps

Arauco is exposed to the risk of variability in cash flows from changes in foreign exchange rates and inflation, mainly due to balances of assets denominated in U.S. Dollars and other currencies differente from the functional currency, which causes mismatches that could affect operating results.

 

F-88


Table of Contents

Below are the cross currency swaps that Arauco has as of December 31, 2015 to cover the exposure to the exchange rate risk generated from bonds denominated in UF:

 

Bond

  

Institution

   Amount U.S.$      Amount UF      Starting date      Ending date      Market Value U.S.$  

F

   Deutsche—England      43,618,307         1,000,000         10/30/2011         10/30/2021         (10,314,867.97

F

   JP Morgan—N.A.      43,618,307         1,000,000         10/30/2011         10/30/2021         (10,171,083.83

F

   Deutsche—England      37,977,065         1,000,000         04/30/2014         04/30/2019         (2,770,354.44

F

   BBVA—Chile      38,426,435         1,000,000         10/30/2014         04/30/2023         (5,059,570.76

F

   BBVA—Chile      38,378,440         1,000,000         10/30/2014         04/30/2023         (4,658,334.28

F

   Santander—Chile      37,977,065         1,000,000         10/30/2014         04/30/2023         (4,121,806.04

F

   BCI—Chile      37,621,562         1,000,000         10/30/2014         04/30/2023         (3,570,036.54

J

   Corpbanca—Chile      42,864,859         1,000,000         09/01/2010         09/01/2020         (11,092,987.02

J

   BBVA—Chile      42,864,859         1,000,000         09/01/2010         09/01/2020         (11,092,987.02

J

   Deutsche—England      42,864,859         1,000,000         09/01/2010         09/01/2020         (11,198,926.21

J

   Santander—Spain      42,873,112         1,000,000         09/01/2010         09/01/2020         (11,039,392.92

J

   BBVA—Chile      42,864,257         1,000,000         09/01/2010         09/01/2020         (10,860,254.42

P

   Corpbanca—Chile      46,474,122         1,000,000         05/15/2012         11/15/2021         (11,784,676.29

P

   JP Morgan—N.A.      47,163,640         1,000,000         11/15/2012         11/15/2021         (11,412,576.23

P

   BBVA—Chile      42,412,852         1,000,000         11/15/2013         11/15/2023         (7,916,506.13

P

   Santander—Chile      41,752,718         1,000,000         11/15/2013         11/15/2023         (6,924,675.42

P

   Deutsche—England      41,752,718         1,000,000         11/15/2013         11/15/2023         (6,894,263.33

R

   Santander—Chile      128,611,183         3,000,000         10/01/2014         04/01/2024         (29,995,353.91

R

   JP Morgan—England      43,185,224         1,000,000         10/01/2014         04/01/2024         (9,319,642.37

R

   Corpbanca—Chile      43,277,070         1,000,000         10/01/2014         04/01/2024         (9,292,352.02

Q

   BCI—Chile      43,185,224         1,000,000         10/01/2014         04/01/2021         (8,120,853.85

Q

   BCI—Chile      43,196,695         1,000,000         10/01/2014         04/01/2021         (8,006,612.79
                 

 

 

 
                    (205,618,113.77
                 

 

 

 

Because Arauco has a high percentage of its assets in U.S. dollars, it needs to minimize the risk of the exchange rate, as it holds debt in pesos, adjustable to reflect inflation. The objective of this position in the swap is to eliminate the uncertainty of the exchange rate, exchanging the flows derived from obligations expressed in adjustable pesos of the bonds described above, with flows in U.S. dollars (Arauco’s functional currency), at a fixed and determined exchange rate as of the agreement’s execution date.

Through an effectiveness test, and pursuant to IAS 39, we were able to validate that the aforementioned hedging instruments are highly effective within an acceptable range for Arauco, for the purposes of eliminating the uncertainty of the exchange rate in the commitments derived from the hedged object.

 

F-89


Table of Contents

23.5.1.2 Zero Cost Collars

Moreover, our results are exposed to changes the price of certain fuels. To minimize the risk we limited the volatility of future cash flows associated with the purchase of Fuel Oil No. 6 for year 2015 through zero cost collar contracts of this commodity. The Fuel Oil No. 6 is consumed in the process of pulp production.

Furthermore, we have indirect exposure to the price of Diesel due to contracts with forestry industry contractors, whose rates vary according to the price of this commodity, as well as other variables. To minimize this risk, we use financial instruments to cover the risk associated with the volatility of the cost of forestry contractor rates, from June 2015 until May 2016.

Contracts held by Arauco as of December 31, 2015 are presented in the following table:

 

Commodity

   Institution      Amount
U.S.$
     Unit      Starting date
hedge
     Ending
date
     Market Value
U.S.$
 

Fuel Oil N°6

     JP Morgan—U.K.         674         Thousands Bbl.         01/01/2015         12/31/2015         (1,017,120.04

Diesel

     JP Morgan—U.K.         29,465         Thousands Gall.         06/01/2015         05/31/2016         (9,236,461.58

Fuel Oil N°6

     JP Morgan—U.K.         337         Thousands Bbl.         01/01/2016         06/30/2016         (6,590,670.24
                 

 

 

 
                    (16,844,251.86
                 

 

 

 

23.5.2 Colombia

Forward contracts that are in force and effect, executed by Arauco Colombia as of December 31, 2015, are detailed in the following table:

 

Exchange rate

   Institution      Amount
U.S.$
     Starting date      Ending date      Market
Value U.S.$
 

USDCOP

     Corpbanca Colombia         4,000,000         11/11/2015         02/01/2016         237,637.31   

USDCOP

     BBVA Colombia         9,000,000         12/03/2015         03/01/2016         (20,544.32
              

 

 

 
                 217,092.99   
              

 

 

 

23.5.3. Argentina

Below, you will find the valuation of the forward contract in force and effect, as of December 31, 2015:

 

Exchange rate

   Institution      Amount
U.S.$
     Starting date      Ending date      Market
Value
U.S.$
 

USDARG

     BBVA Banco Frances         8,606,250         09/08/2015         05/31/2016         2,828,315   
              

 

 

 
                 2,828,315   
              

 

 

 

 

F-90


Table of Contents

23.5.4. Uruguay

As of December 31, 2015, Arauco Uruguay maintains the following forward contracts in force and effect, for the purposes of ensuring an exchange rate for the sale of dollars:

 

                      50%  

Entity

   Exchange rate    Institution    Notional      Market Value
U.S.$
 

CEPP

   USDUYU    Citibank Uruguay      4.500.000         (148,407.89

CEPP

   USDUYU    Banco Santander Uruguay      33.000.000         (579,064.81

CEPP

   USDUYU    JPMorgan Chase Bank, N.A.      2.000.000         3,941.83   

EUFORES

   USDUYU    Citibank U.K.      4.410.000         (43,501.67

EUFORES

   USDUYU    HSBC Uruguay      14.350.000         (44,824.67
           

 

 

 
              (811,857.20
           

 

 

 

In addition, Arauco Uruguay maintains an Interest Rate Swap in force and effect, a derivative instrument which purpose is to set the interest rate of a variable rate debt in the same currency (USD). The valuation off this instrument as of December 31, 2015, is shown below:

 

                        50%  

Entity

   Exchange rate      Institution    Notional      Market
Value U.S.$
 

CEPP

     USD       DNB Bank ASA      135,033,619         211,320.09   

Arauco Uruguay’s profits and losses also face exposure to the price variation of certain fuels, as occurs with Fuel Oil N°6, which is used during the cellulose manufacturing process. In order to minimize this risk, the volatility of future flows associated to the purchase of Fuel Oil No. 6 for years 2015, 2016 and 2017 has been limited, through forwards of this commodity. The agreements that are in force and effect as of December 31, 2015 are detailed below:

 

                     50%  

Entity

   Exchange rate   Institution    Notional      Market Value
U.S.$
 

CEPP

   Fuel Oil N°6   JPMorgan Chase Bank, N.A.      13,374,141         (3,056,747.52

CEPP

   Fuel Oil N°6   DNB Bank ASA      5,770,950         (1,038,320.63
          

 

 

 
             (4,095,068.15
          

 

 

 

23.6 Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. In the consolidated statements of financial position they are included in line items “Cash and cash equivalents” (certain components of cash and cash equivalents), “Trade and Other Current/Non-Current Receivables” and “Accounts receivable from related parties”.

Loans and receivables are measured at amortized cost using the effective interest method and are tested for impairment. Financial assets that are classified as loans and receivables are: cash and cash-equivalents, time deposits, repurchase agreements, trade and other current/non-current receivables, and account receivables from related parties.

 

F-91


Table of Contents
      December
2015

ThU.S.$
     December
2014
ThU.S.$
 

Loans and Accounts Receivables

     1,054,952         1,761,300   

Cash and cash equivalents

     303,236         842,167   

Cash

     143,324         158,002   

Time Deposits

     159,912         669,545   

Repurchase Agreements

     0         14,620   

Trade and other receivables (net)

     751,716         919,133   

Trades and Other receivables

     614,670         650,077   

Other receivables

     133,922         112,832   

Accounts receivable from related parties

     3,124         156,224   

23.6.1 Cash and Cash Equivalents

Includes cash on hand, bank checking accounts balances and time deposits and other short term highly liquid investments with an original maturity of three months or less. They are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value.

The composition of cash and cash equivalents (including the balance of mutual funds displayed in this note as valuation, instruments at fair value with profit or loss) at December 31, 2015 and 2014, classified by origin coins is as follow:

 

      12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Cash and Cash Equivalents

     500,025         971,152   

US Dollar

     388,818         877,418   

Euro

     2,501         8,114   

Other currencies

     65,228         62,381   

Chilean pesos

     43,478         23,239   

23.6.2 Time Deposits and Repurchase Agreements: The investment objective of time deposits and repurchase agreements is to maximize in the short-term the amounts of cash surpluses. These instruments are authorized by Arauco’s Investment Policy, which allows investing in fixed income securities. These instruments have a maturity of less than three months from the date of acquisition.

23.6.3 Trades and Other Receivables: These represent enforceable rights for Arauco resulting from the normal course of the business.

23.6.4 Other Receivables: These correspond to receivables from sales, services or loans that are not considered within the normal course of the business.

The provision for doubtful accounts is presented as a deduction of trade and other receivables. The provision for doubtful accounts is established based on an analysis of the age of the portfolio and considering the insurance coverage on accounts receivable. Other conditions are assessed for example when there is objective evidence that Arauco will not receive payments under the original sale terms and when the customer is a party to a bankruptcy court agreement or cessation of payments, and is written-off when Arauco has exhausted all levels of recovery of the receivable in a reasonable time.

 

F-92


Table of Contents

23.6.5 Accounts receivable from related parties: Represent enforceable rights for Arauco resulting from the normal course of business, calling normal to the line of business, activity or purpose of explotation and financing, and which Arauco owns a non-controlling ownership of the counterparty.

The following table sets forth trade and other current/non-current receivables classified by currencies as of December 31, 2015 and 2014:

 

      12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Trades and other current receivables

     733,322         731,908   

US Dollar

     507,032         464,219   

Euros

     27,595         72,353   

Other currencies

     75,082         98,130   

Chilean pesos

     123,056         96,241   

U.F.

     557         965   

Accounts receivable from related parties, current

     3,124         4,705   

US Dollar

     21         0   

Other currencies

     995         1,998   

Chilean pesos

     2,108         2,707   

Trade and other non-current receivables

     15,270         31,001   

US Dollar

     9,976         26,773   

Chilean pesos

     3,145         3,591   

U.F.

     1,420         637   

Other currencies

     729         0   

Accounts receivable from related parties, non current

     0         151,519   

Others Currencies

     0         151,519   

23.7 Total Financial Liabilities

Arauco’s financial liabilities to the date of these consolidated financial statements are as follows :

 

Financial Liabilities

   December 2015
ThU.S.$
     December 2014
ThU.S.$
 

Total Financial Liabilities

     5,123,162         5,832,604   

Financial liabilities at fair value through profit or loss (held for trading)

     1,429         2,677   

Hedging Liabilities

     226,139         115,055   

Financial Liabilities Measured at Amortized Cost

     4,895,594         5,714,872   

The following table sets forth the current portion of the non-current bank borrowings and debt issued as of December 31, 2015 and 2014.

 

     December
2015
ThU.S.$
     December
2014
ThU.S.$
 

Bank borrowings - current portion

     85,885         53,284   

Bonds issued - current portion

     55,193         430,446   

Total

     141,078         483,730   

 

F-93


Table of Contents

23.8 Financial Liabilities Measured at Amortized Cost

Financial liabilities correspond to non-derivative financial instruments with contractual cash-flow payments that can be either fixed or variable.

Also, this category includes those non-derivative financial liabilities for services or goods delivered to Arauco at the end of each reporting period that have not yet been paid. These amounts are not insured and are generally paid within thirty days after being recognized.

As the end of each reporting period, Arauco includes in this category bank borrowings, bonds issued denominated in U.S. Dollars and in UF, trade and other payables.

 

      Currency    12-31-2015      12-31-2014      12-31-2015      12-31-2014  
        Amortized Cost ThU.S.$      Fair Value ThU.S.$  

Total Financial Liabilities

        4,895,594         5,714,872         5,099,467         6,088,948   

Bonds Issued

   U.S. Dollar      2,317,216         2,686,994         2,409,538         2,834,364   

Bonds Issued

   U.F.      863,118         971,333         923,775         1,038,908   

Bank borrowings

   U.S. Dollar      953,898         1,220,359         1,004,792         1,373,857   

Bank borrowings

   Other currencies      43,644         98,856         43,644         104,489   

Government Loans

   U.S. Dollar      0         3,893         0         3,893   

Financial Leasing

   Other currencies      113,580         93,540         113,580         93,540   

Financial Leasing

   Chilean pesos      13,979         3,449         13,979         3,449   

Financial Leasing

   U.S. Dollar      0         6         0         6   

Trades and Other Payables

   U.S. Dollar      174,469         188,074         174,469         188,074   

Trades and Other Payables

   Euro      8,808         44,887         8,808         44,887   

Trades and Other Payables

   Other currencies      70,303         62,162         70,303         62,162   

Trades and Other Payables

   Chilean pesos      324,361         332,948         324,361         332,948   

Trades and Other Payables

   U.F.      5,077         2,335         5,077         2,335   

Related party payables

   U.S. Dollar      962         1,612         962         1,612   

Related party payables

   Chilean pesos      6,179         4,424         6,179         4,424   

The financial liabilities at amortized cost presented in the consolidated statements of financial positions as of December 31, 2015 and 2014 are as follows:

 

     December 2015  
   Current
ThU.S.$
     Non Current
ThU.S.$
     Total  

Other financial liabilities

     291,798         4,013,637         4,305,435   

Trade and other payables

     583,018         —           583,018   

Related Party Payables

     7,141         —           7,141   

Total Financial Liabilities Measured at Amortized Cost

     881,957         4,013,637         4,895,594   
      December 2014  
   Current
ThU.S.$
     Non Current
ThU.S.$
     Total  

Other financial liabilities

     739,515         4,338,915         5,078,430   

Trade and other payables

     630,406         —           630,406   

Related Party Payables

     6,036         —           6,036   

Total Financial Liabilities Measured at Amortized Cost

     1,375,957         4,338,915         5,714,872   

 

F-94


Table of Contents

23.9 Cash Flow Hedges Reserve Reconciliation

The following table sets forth the reconciliation balances of cash flow hedges presented in Other Comprehensive Income:

 

     January - December  
     2015      2014  
     ThU.S.$      ThU.S.$  

Opening balance

     (53,022      (21,507

Fair value gains (losses) arising during the year

     (113,021      (137,559

Exchange differences of bonds hedged

     107,985         80,807   

Finance costs

     16,895         13,524   

Settlements during the period

     (16,122      949   

Deferred taxes

     1,889         10,764   

Closing balance

     (55,396      (53,022

23.10 Capital Disclosures

23.10.1 Information on Objectives, Policies and Processes applied by the Company regarding Capital Management

Arauco’s policies on capital management have the objective of:

 

a) Ensuring business continuity and normal operations in the long term;
b) Ensuring funding for new investments to achieve sustainable growth over time;
c) Keeping adequate capital structure considering all economic cycles that impact the business and the nature of the industry; and
d) Maximizing the Company’s value and providing an adequate return to shareholders.

23.10.2 Qualitative Information on Objectives, Policies and Processes applied by the Company regarding Capital Management

Arauco determines and manages its capital structure based on its carrying amount of equity plus its financial debt (bank borrowings and bonds issued).

23.10.3 Quantitative Information on Capital Management

The following table sets forth the financial covenants that the Company has to comply with as part of the terms of certain of its obligations:

 

Instrument

   12-31-2015
Th.U.S.$
     12-31-2014
Th.U.S.$
     Interest
coverage

>= 2,0x
     Debt level
(1) <= 1,2x
 

Domestic (Chile) bonds

     863,118         971,333         N/A       Ö     

Bilateral BBVA Bank Loan

     0         45,105       Ö         Ö     

Other Credits

     0         830,197         No reservations are required   

Foreing bonds

     0         2,686,994         No reservations are required   

Flakeboard credit with Arauco warranty

     0         149,613       Ö         Ö     

Syndicate Loan

     298,316         298,193       Ö         Ö     

N/R: Not required for the financial obligation

 

(1) Debt to equity ratio (financial debt divided by equity plus non-controlling interests)

As of December 31, 2015 and 2014, Arauco has complied with all of its financial covenants.

 

F-95


Table of Contents

The following table sets forth the credit ratings of our debt instruments as of December 31, 2015, are as follows:

 

Instrument

   Standard
& Poor’s
     Fitch
Ratings
     Moody’s      Feller
Rate
 

Local bonds

     —           AA -         —           AA -   

Foreign bonds

     BBB -         BBB         Baa3         —     

Capitalization requirements are established based on the Company’s financial needs and on maintaining an adequate liquidity level and complying with financial covenants established in current debt arrangements. The Company manages its capital structure and makes adjustments based on the prevailing economic conditions in order to mitigate the risks associated with adverse market conditions, and based on opportunities that may arise to improve the Company’s level of liquidity.

The capitalization of Arauco as of December 31, 2015 amd 2014 is as follows:

 

Thousands of dollars

   12-31-2015      12-31-2014  

Equity

     6,646,445         6,814,736   

Bank borrowings

     997,542         1,323,108   

Financial leasing

     127,559         96,995   

Bonds issued

     3,180,334         3,658,327   
  

 

 

    

 

 

 

Capital

     10,951,880         11,893,166   
  

 

 

    

 

 

 

23.11 Risk Management

Arauco’s financial instruments are exposed to various financial risks: credit risk, liquidity risk and market risk (including exchange rate risks, interest rate risks and price risks).

Arauco’s overall risk management program focuses on uncertainty in financial markets and aims to minimize potential adverse effects on Arauco’s financial profitability.

Arauco’s financial risk management is overseen by the Corporate Finance Department. This department identifies, assesses and hedges financial risks in close collaboration with Arauco’s operational units.

23.11.1 Type of Risk: Credit Risk

Description

Credit risk refers to financial uncertainty at different periods of time relating to the fulfillment of obligations with counterparties, at the time of exercising the contract rights to receive cash or other financial assets on behalf of Arauco.

Explanation of Credit Risk Exposure and How This Risk Arises

Arauco’s exposure to credit risk is directly related to each of its customer’s individual abilities to fulfill their contractual commitments, reflected in trade receivables. Furthermore, credit risk also arises for time deposits, repurchase agreements and mutual funds.

As a policy for its trade receivables, Arauco entered into insurance policies for open account sales. The insurance policies are used to cover export sales from Arauco, Celulosa Arauco y Constitución S.A., Paneles Arauco S.A., (previously Aserraderos Arauco S.A., Paneles Arauco S.A. and Arauco Distribución S.A.) Forestal Arauco S.A., Arauco Argentina S.A. and Arauco do Brasil S.A. as well as domestic sales Arauco México S.A. de C.V., Arauco Wood Inc., Arauco Colombia S.A., Arauco Perú S.A., Arauco Panels USA LLC,

 

F-96


Table of Contents

Flakeboard Co Ltd., Flakeboard America Ltd., Arauco Argentina S.A., Celulosa Arauco y Constitución S.A, Paneles Arauco S.A (previously Aserraderos Arauco S.A., Paneles Arauco S.A. and Arauco Distribución S.A.) and Arauco do Brasil S.A. Arauco contracts its insurance policies with Continental Credit Insurance Company (rated AA- by credit agencies as Humphreys and Fitch Ratings on April 4, 2012). The insurance policies cover 90% of the amount invoiced with no deductible.

In order to secure a credit line or an advanced payment to a supplier approved by the Credit Committee, Arauco receives several types of guarantees, such as mortgages, pledges, standby letters of credit, certificates of deposit, checks, promissory notes, mutual loans or any other guarantee that may be requested pursuant to each country’s legislation.

As of December 31, 2015 the total amount of guarantees given was U.S.$118.5 which is summarized in the following table. The procedure of guarantees is regulated by the Policies of Arauco’s Guarantees which aims to control the accounting, the maturity and the valuation of these.

 

Guarantees Arauco Group ( ThU.S$)

 

Guarantees Debtors

(received from clients)

     84,428         71

Certificate of deposits

     8,871         11

Standby

     5,427         6

Promissory notes

     47,990         57

Finance

     6,483         8

Mortgage

     8,099         10

Pledge

     2,158         3

Promissory notes

     5,400         6

Guarantees Creditors

(received from suppliers)

     34,082         29

Pledge

     2,887         8

Certificate of deposits

     3,444         10

Mutuo

     358         1

Standby

     1,828         5

Deposit

     6         0

Promissory notes

     5,606         16

Finance

     19,953         59

Total Guarantees

     118,508         100

At the end of each reporting period, the Company’s maximum credit risk exposure is limited to the carrying amount of the recognized trade receivables less the amounts receivable insured by credit insurance companies and the guarantees received by Arauco.

As of December 31, 2015, Arauco’s consolidated revenues from sales were ThU.S.$5,146,740 of which 62.99% correspond to credit sales, 29.36% to sales with letters of credit, and 7.65% to other classes of sales.

As of December 31, 2015, of the trade receivables balance of ThU.S.$625,201 that had agreed term of sales, 49.57% corresponded to credit sales, 49.12% to sales with letters of credit and 1.31% to other classes of sales, distributed among 2,277 customers. The customer with the largest open account outstanding did not exceed 4.06% of total.

Arauco has not entered into any refinancing or renegotiations with its customers which involve amendments to the invoice due, and if necessary, any renegotiation of debt with a customer will be analyzed on a case by case basis and approved by the Corporate Finance Department.

 

F-97


Table of Contents

The credit sales receivables covered by insurance or collateral were 99.3%. Therefore, Arauco’s credit risk exposure of its portfolio is 0.7%.

 

    

Secured Credit Sales Receivables

   ThU.S.$      %  

Total credit sales receivables

     309,942         100.0   

Secured Receivables (*)

     307,773         99.3   

Unsecured Receivables

     2,170         0.7   

 

(*) Secured receivables are defined as the amount of trade receivables that are covered by insurance or collateral such as: stand-by letter of credits, mortgage or certificates of deposit, among others.

Accounts exposed to this type of risk are: trade receivable, financial lease debtors and other debtors.

Arauco does not have a securitized portfolio.

 

     December
2015
ThU.S.$
     December
2014
ThU.S.$
 

Current Receivables

     

Trades receivables

     614,623         649,892   

Financial lease receivables

     9         136   

Other Debtors

     118,690         81,880   

Net subtotal

     733,322         731,908   

Trades receivables

     625,201         660,352   

Financial lease receivables

     125         213   

Other Debtors

     127,856         89,863   

Gross subtotal

     753,182         750,428   

Provision for doubtful trade receivables

     10,578         10,460   

Provision for doubtful lease receivables

     116         77   

Provision for doubtful other debtors

     9,166         7,983   

Subtotal Bad Debt

     19,860         18,520   

Non Current Receivables

     

Trades receivables

     32         32   

Financial lease receivables

     6         17   

Other Debtors

     15,232         30,952   

Net Subtotal

     15,270         31,001   

Trades receivables

     32         32   

Financial lease receivables

     6         17   

Other Debtors

     15,232         30,952   

Gross subtotal

     15,270         31,001   

Provision for doubtful trade receivables

     —           —     

Provision for doubtful lease receivables

     —           —     

Provision for doubtful other debtors

     —           —     

Subtotal Bad Debt

     —           —     

 

F-98


Table of Contents

The following table sets forth the reconciliation of changes in the allowance for doubtful accounts as of December 31, 2015 and 2014:

 

     12-31-2015     12-31-2014  
     ThU.S.$     ThU.S.$  

Opening balance

     18,520        15,839   

Increase

     3,072        2,940   

Reversal of impairment losses

     (1,732     (259

Closing balance

     19,860        18,520   

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

The Credit and Collections Department, which reports to the Treasury Department, is responsible for minimizing receivables credit risk and supervising past due accounts. It is also responsible for the approval or rejection of credit limits for all sales. The standards and procedures governing the control and risk management of credit sales are set forth, in the Company’s Credit Policy.

For the approval and/or modification of the clients’ credit facilities, a procedure has been put in place, which must be followed by all of the companies of the Arauco group. The requests for credit facilities are entered into SAP, where all of the available information is analyzed, including the amount of the facility granted by the credit insurance company. Afterwards, the requests are approved or rejected by each of the internal committees of each company of the Arauco group, depending on the maximum amount authorized by the Credit Policy. If the credit facility exceeds such amount, it is then analyzed by the Corporate Committee. Credit facilities are renewed on a yearly basis, following this internal process.

Sales via letters of credit are executed mostly in the markets of Asia and the Middle East. Periodically, a credit assessment is conducted regarding the banks which issue the letters of credit, in order to obtain the risk rating granted by the main risk rating agencies, along with their country and global ranking and financial situation during the last 5 years. Pursuant to this evaluation, a decision is made on whether to approve the issuer bank or to request a confirmation of the letter of credit.

All sales are controlled by a credit verification system that has set parameters to block orders from customers who have accumulated past due amounts of a defined percentage of the debt and/or customers who at the time of product delivery have exceeded their credit limit or whose credit limit has expired.

December 31, 2015

 

Age of trade receivables  

 

 

Days

  Non-past due     1 to 30     31 to 60     61 to 90     91 to 120     121 to 150     151 to 180     181 to 210     211 to 250     More than 250     Total  

ThU.S$

    571,499        18,927        2,303        2,332        363        168        1,102        1,413        1,444        25,650        625,201   

%

    91.41     3.03     0.37     0.37     0.06     0.03     0.18     0.23     0.23     4.10     100
Financial deterioration in sections  

 

 

Days

  Non-past due     1 to 30     31 to 60     61 to 90     91 to 120     121 to 150     151 to 180     181 to 210     211 to 250     More than 250     Total  

ThU.S$

    -622        -319        -77        -23        -7        -335        16        -5        -112        -9,093        -10,578   

%

    5.88     3.02     0.73     0.22     0.06     3.17     -0.15     0.05     1.06     85.96     100

 

F-99


Table of Contents

December 31, 2014

 

Age of trade receivables  

 

 

Days

   Non-past due     1 to 30     31 to 60     61 to 90     91 to 120     121 to 150     151 to 180     181 to 210     211 to 250     More than 250     Total  

ThU.S.$

     630,681        2,042        2,546        1,188        735        168        666        173        298        21,856        660,352   

%

     95.51     0.31     0.39     0.18     0.11     0.03     0.10     0.03     0.05     3.31     100.00
Financial deterioration in sections  

 

 

Days

   Non-past due     1 to 30     31 to 60     61 to 90     91 to 120     121 to 150     151 to 180     181 to 210     211 to 250     More than 250     Total  

ThU.S.$

     -26        0        0        -40        78        -432        0        -11        3        -10,031        -10,460   

%

     0.25     0.00     0.00     0.39     -0.75     4.13     0.00     0.11     -0.03     95.90     100.00

Arauco has recognized provisions for doubtful accounts on trade receivables for a total of ThU.S.$10,698 over the last four years which represents 0.046% of total revenues from sales during the same period.

 

Provisions for doubtful accounts of trade receivables as a percentage of total revenues from sales  

 

 
     2015     2014     2013     2012     Last 4
years
 

Percentage of impairment losses

     0.182     -0.010     0.008     0.001     0.046

The amount recovered through possession of collateral, credit insurance reimbursements or any other credit enhancement during the period amount to ThU.S.$440, which represents 5.48% of the total provisioned assets.

Explanation of any changes to risk exposure or changes in objectives, processes and policies regarding previous years’ risk management.

Arauco has implemented a Guarantee Policy in order to control accounting, valuation and expiration of these and a Corporate Credit Policy.

Currently there is a policy for provisions for doubtful accounts receivable under IFRS for all the Arauco group companies.

Investment Policy:

Arauco has an Investment Policy which identifies and limits the financial instruments and the entities that Arauco and its subsidiaries are authorized to invest in.

The Company’s Treasury Department is centralized with operations in Chile. The Head Office is responsible for carrying out investments, cash flow surplus investments, and short and long term debt subscriptions. Exceptions to this rule are specific investments made through other companies where authorization is required from the Chief Financial Officer.

For financial instruments, the only permitted investments are fixed income investments with adequate liquidity. Each instrument has defined classifications and limits, depending on duration and type of issuer.

 

F-100


Table of Contents

Regarding intermediaries (such as banks, securities brokers and broker/dealers of mutual funds), a scoring methodology is used to determine the relative degree of risk of each intermediary based on their financial position and assign score points that result in a credit risk rating to each intermediary. Arauco uses this scoring system to determine its investment limits for each intermediary.

The required information to evaluate the various criteria are obtained from published financial statements from the banks under evaluation and from the credit risk ratings of short and long term debt securities obtained from rating agencies authorized by the Superintendency of Banks and Financial Institutions (Fitch Ratings Chile, Humphreys and Feller Rate).

The criteria evaluated are: Capital and Reserves, Current Ratio, Return on equity, Net Income to Operating income Ratio, Debt to Equity Ratio and the Credit Risk rating of each entity.

Any necessary exceptions regarding investment limits in each particular instrument or entity must have the authorization from Arauco’s Chief Financial Officer.

23.11.2 Type of Risk: Liquidity Risk

Description

This risk corresponds to Arauco’s ability to fulfill its financial obligations upon maturity.

Explanation of Liquidity Risk Exposure and How This Risk Arises

Arauco’s exposure to liquidity risk is mainly from its obligations to bondholders, banks and financial institutions, creditors and other payables. Liquidity risk may arise if Arauco is unable to meet the net cash flow requirements, which sustain its operations under both normal and exceptional circumstances.

Explanation of Objectives, Policies and Processes for Risk Management, and Measurement Methods

The Financial Management Department monitors on an ongoing basis the Company’s cash flow forecasts based on short and long term forecasts and available financing alternatives. In order to manage the risk level of financial assets, Arauco follows its investment policy.

The following table detail Arauco’s liquidity analysis for its financial liabilities as of December 31, 2015. The tables have been drawn up based on the contractual undiscounted cash outflows and their remaining contractual maturities:

 

     Payments Due by Period  
     Less than 1
year
     1-3 years      3-5 years      More than
5 years
     Total  
     (in thousands of U.S. dollars)  

Trade and other accounts payable

     590,159                  590,159   

Debt obligations

     181,988         1,206,158         1,184,271         2,429,344         5,001,761   

Capital (finance) lease obligations

     9,301         83,860         34,398            127,559   

Total

     781,448         1,290,018         1,218,669         2,429,344         5,719,479   

 

F-101


Table of Contents

December 31, 2015

 

            Maturity     Total              

Tax ID

 

Name

  Currency  

Name - Country
Loans with
banks

  Up to 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
years
ThU.S.$
    2 to 3
years
ThU.S.$
    3 to 4
years
ThU.S.$
    4 to 5
years
ThU.S.$
    More than 5
years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
    Effective
rate
    Nominal
rate
 

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Scotiabank- Chile     —          25        4,638        301,770        —          —          —          25        306,408        1.53    
 
Libor +
0,70
  

—  

  Arauco Argentina S.A.   Argentine
Pesos
  Banco Macro- Argentina     —          49        48        —          —          —          —          49        48        15.25     15.25

—  

  Arauco Argentina S.A.   Argentine
Pesos
  Banco Galicia- Argentina     —          307        —          —          —          —          —          307        —          15.25     15.25

—  

  Zona Franca Punta Pereira S.A.   U.S.
Dollar
  Interamerican Development Bank     1,163        1,023        2,450        2,396        2,343        2,289        6,514        2,186        15,992       
 
Libor +
2,05
  
   
 
Libor +
2,05
  

—  

  Zona Franca Punta Pereira S.A.   U.S.
Dollar
  Interamerican Development Bank     166        2,777        6,076        5,934        5,794        5,652        —          2,943        23,456       
 
Libor +
1,80
  
   
 
Libor +
1,80
  

—  

  Zona Franca Punta Pereira S.A.   U.S.
Dollar
  Banco Santander     20,013        —          —          —          —          —          —          20,013        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Celulosa y Energia Punta Pereira S.A.   U.S.
Dollar
  Finnish Export Credit     25,810        20,354        52,288        51,368        50,477        49,694        118,826        46,164        322,653        3.20     3.20

—  

  Celulosa y Energia Punta Pereira S.A.   U.S.
Dollar
  Interamerican Development bank     4,706        4,126        9,900        9,680        9,460        9,242        26,298        8,832        64,580       
 
Libor +
2,05
  
   
 
Libor +
2,05
  

—  

  Celulosa y Energia Punta Pereira S.A.   U.S.
Dollar
  Interamerican Development bank     675        11,220        24,566        23,991        23,417        22,843        —          11,895        94,817       
 
Libor +
1,80
  
   
 
Libor +
1,80
  

—  

  Celulosa y Energia Punta Pereira S.A.   U.S.
Dollar
  Dnb Nor Bank     —          245        —          —          —          —          —          245        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Eufores S.A.   U.S.
Dollar
  Banco BBVA - Uruguay     16,115        —          —          —          —          —          —          16,115        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Eufores S.A.   U.S.
Dollar
  Banco Republica Oriental de Uruguay     16,689        18,555        —          —          —          —          —          35,244        —         
 
Libor +
1,75
  
   
 
Libor +
1,75
  

—  

  Eufores S.A.   U.S.
Dollar
  Citibank     —          2,514        —          —          —          —          —          2,514        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Eufores S.A.   U.S.
Dollar
  Banco HSBC - Uruguay     1,201        —          —          —          —          —          —          1,201        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Eufores S.A.   U.S.
Dollar
  Banco Itau - Uruguay     5,065        5,004        —          —          —          —          —          10,069        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Eufores S.A.   U.S.
Dollar
  Heritage     1,357        —          —          —          —          —          —          1,357        —         
 
Libor +
2,00
  
   
 
Libor +
2,00
  

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco ABC     5        17        20        —          —          —          —          22        20        2.50     2.50

—  

  Arauco Do Brasil S.A.   U.S.
Dollar
  Banco Bradesco     831        —          —          —          —          —          —          831        —          1.80     1.80

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco Bradesco     3,960        1,256        —          —          —          —          —          5,216        —          8.75     8.75

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco do Brasil - Brasil     23        72        —          —          —          —          —          95        —          8.70     8.70

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco HSBC - Brasil     7,779        —          —          —          —          —          —          7,779        —          8.00     8.00

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco Itau - Brasil     47        43        —          —          —          —          —          90        —          8.43     8.43

—  

  Arauco Do Brasil S.A.   U.S.
Dollar
  Banco JP Morgan     7,912        4,356        —          —          —          —          —          12,268        —          1.71     1.71

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco Votorantim - Brasil     19        38        32        —          —          —          —          57        32        6.30     6.30

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Banco Santander     12,881        3        37        76        75        39        —          12,884        227        8.00     8.00

—  

  Arauco Do Brasil S.A.   Brazilian
Real
  Fundo de Desenvolvimiento Econom. - Brasil     7        27        7        —          —          —          —          34        7        0.00     0.00

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Itau     3        6        8        1        —          —          —          9        9        2.50     2.50

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Itau     12        31        43        43        3        —          —          43        89        3.50     3.50

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Bradesco     11        27        37        37        31        —          —          38        105        6.00     6.00

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Votorantim     —          14        —          —          —          —          617        14        617        5.00     5.00

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Safra     19        55        73        73        18        —          —          74        164        6.00     5.00

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Safra     6        17        23        23        23        24        9        23        102        10.00     10.00

—  

  Arauco Florestal Arapoti S.A.   Brazilian
Real
  Banco Santander     4        24        27        27        27        13        —          28        94        9.22     9.22

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco Bradesco     —          66        —          —          —          144        —          66        144        7.81     7.81

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco Bradesco     307        —          —          —          —          —          —          307        —          12.11     12.11

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco Itau - Brasil     9        13        —          86        14        —          —          22        100        5.52     5.52

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco Votorantim - Brasil     —          285        —          —          —          1,474        546        285        2,020        9.31     9.31

—  

  Arauco Forest Brasil S.A.   U.S.
Dollar
  Banco Votorantim - Brasil     —          62        —          —          —          347        —          62        347        9.00     9.00

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Bndes     —          3        —          —          —          —          757        3        757        4.61     4.61

—  

  Arauco Forest Brasil S.A.   U.S.
Dollar
  Bndes     —          4        —          —          —          6        289        4        295        10.80     10.80

0

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco Santander     —          16        —          —          —          96        —          16        96        9.50     9.50

—  

  Arauco Forest Brasil S.A.   Brazilian
Real
  Banco John Deere     —          207        —          —          —          —          —          207        —          6.00     6.00

—  

  Mahal Emprendimientos Pat. S.A.   Brazilian
Real
  Bndes Subcrédito E-I     —          19        —          622        2,492        1,870        —          19        4,984        9.91     9.91

—  

  Mahal Emprendimientos Pat. S.A.   Brazilian
Real
  Bndes Subcrédito F-J     —          12        —          374        1,496        1,122        —          12        2,992        10.91     10.91

—  

  Mahal Emprendimientos Pat. S.A.   U.S.
Dollar
  Bndes Subcrédito G-K     —          61        —          511        2,037        1,528        —          61        4,076        6.99     6.99

—  

  Mahal Emprendimientos Pat. S.A.   Brazilian
Real
  Bndes Subcrédito H-L     —          15        —          444        1,646        1,233        —          15        3,323        12.11     12.11
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
     

Total

    126,795        72,948        100,273        397,456        99,353        97,616        153,856        199,743        848,554       
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

F-102


Table of Contents
December 31,2015               Maturity     Total              

Tax ID

 

Name

  Currency  

Name - Country
Bonds

  Up to 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
years
ThU.S.$
    2 to 3
years
ThU.S.$
    3 to 4
years
ThU.S.$
    4 to 5
years
ThU.S.$
    More
than 5
years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
    Effective
rate
    Nominal
rate
 

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-F     —          1,771        10,625        10,625        32,403        31,438        239,473        1,771        324,564        4.24     4.25

93.458.000-2

  Celulosa Arauco y Constitución S.A.   UF   Barau-J     1,939        —          5,818        5,818        5,818        186,141        —          1,939        203,595        3.23     3.22

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-P     —          913        7,147        7,147        7,147        7,147        229,723        913        258,311        3.96     3.96

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-Q     —          538        11,266        19,979        19,442        18,905        9,251        538        78,843        2.96     2.98

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-R     —          1,610        6,439        6,439        6,439        6,439        272,750        1,610        298,506        3.57     3.57

—  

  Arauco Argentina S.A.   U.S.
Dollar
  Bono 144 A - Argentina     —          1,004        277,869        —          —          —          —          1,004        277,869        6.39     6.38

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee Bonds 2019     15,205        —          36,250        36,250        533,483        —          —          15,205        605,983        7.26     7.25

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee Bonds 2a Emisión     2,734        —          134,257        —          —          —          —          2,734        134,257        7.50     7.50

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2021     8,889        —          20,000        20,000        20,000        20,000        406,108        8,889        486,108        5.02     5.00

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2022     11,215        —          23,750        23,750        23,750        23,750        527,255        11,215        622,255        4.77     4.75

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2024     9,375        —          22,500        22,500        22,500        22,500        590,928        9,375        680,928        4.52     4.50
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
     

Total

    49,357        5,836        555,921        152,508        670,982        316,320        2,275,488        55,193        3,971,219       
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
December 31, 2015           Maturity     Total              

Tax ID

 

Name

  Currency  

Name - Country
Lease

  Up to 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
years
ThU.S.$
    2 to 3
years
ThU.S.$
    3 to 4
years
ThU.S.$
    4 to 5
years
ThU.S.$
    More
than 5
years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
    Effective
rate
    Nominal
rate
 

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Santander

    338        904        650        650        3,362        —          —          1,242        4,662        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Scotiabank

    1,303        4,370        4,875        4,875        6,059        —          —          5,673        15,809        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Estado

    361        1,160        1,471        1,471        1,957        —          —          1,521        4,899        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco de Chile

    4,026        11,489        11,301        11,301        12,650        —          —          15,515        35,252        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco BBVA

    1,814        5,344        4,490        4,490        3,374        —          —          7,158        12,354        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Credito e Inversiones

    557        1,672        2,129        2,129        3,008        —          —          2,229        7,266        0.00     0.00

85.805.200-9

 

Forestal Arauco S.A.

  Chilean
Pesos
 

Banco Santander

    172        517        575        576        —          —          —          689        1,151        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  Chilean
Pesos
 

Banco Chile

    262        704        824        824        365        —          —          966        2,013        —          —     

85.805.200-9

 

Forestal Arauco S.A.

  Chilean
Pesos
 

Banco Credito e Inversiones

    468        1,401        1,834        1,834        3,623        —          —          1,869        7,291        —          —     
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
     

Total

    9,301        27,561        28,149        28,150        34,398        0        0        36,862        90,697       
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

As part of the policy of Arauco , it considers compliance with all Accounts Payable , whether with related (see Note 13) or third parties , within a period not exceeding 30 days.

 

F-103


Table of Contents
December 31, 2014           Maturity     Total                

Tax ID

  Name   Currency   Name - Country Loans with
banks
  to 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
years
ThU.S.$
    2 to 3
years
ThU.S.$
    3 to 4
years
ThU.S.$
    4 to 5
years
ThU.S.$
    More
than 5
years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
    Type
Amortization
    Effective
rate
  Nominal
rate

  Flakeboard
Company
Limited
  U.S.
Dollar
  J.P.Morgan -
United States
    —          30,433        61,919        60,644        55        —          —          30,433        122,618        Maturity      Libor
+1.35%
  Libor
+1.35%

93.458.000-1

  Celulosa Arauco
y Constitución
S.A.
  U.S.
Dollar
  Banco BBVA -
United States
    30,105        —          15,154        —          —          —          —          30,105        15,154       
 
 

 
 

(i)
semmiannual;
(k)

semmiannual
from 2011

  
  
  

  
  

  Libor 6
monthly
+ 0.2%
  Libor 6
monthly
+ 0.2%

93.458.000-1

  Celulosa Arauco
y Constitución
S.A.
  U.S.
Dollar
  Bancoestado NY     9,063        9,000        9,000        —          —          —          —          18,063        9,000       
 
 

 
 

(i)
semmiannual;
(k)

semmiannual
from 2011

  
  
  

  
  

  Libor 6
monthly
+ 0.2%
  Libor 6
monthly
+ 0.2%

93.458.000-1

  Celulosa Arauco
y Constitución
S.A.
  U.S.
Dollar
  Scotiabank- Chile     —          22        299,223        —          —         —          —          22        299,223        Maturity      1.42%   1.42%

  Alto Parana S.A.   Argentine
Pesos
  Banco Macro-
Argentina
    —          75        —          146        —          —          —          75        146        Maturity      15.25%   15.25%

  Alto Parana S.A.   Argentine
Pesos
  Banco Galicia-
Argentina
    —          469        468        —          —          —          —          469        468        Maturity      15.25%   15.25%

  Zona Franca
Punta Pereira
  U.S.
Dollar
  Interamerican
Development
Bank
    128        —          6,281        7,123        7,095        7,115        6,551        128        34,164        Maturity      Libor +
1.80%
  Libor +
1.80%

  Zona Franca
Punta Pereira
  U.S.
Dollar
  Interamerican
Development
Bank
    2,189        —          5,096        4,866        4,637        4,407        15,324        2,189        34,330        Maturity      Libor +
2.05%
  Libor +
2.05%

  Celulosa y
Energia Punta
Pereira
  U.S.
Dollar
  Finnish Export
Credit
    48,487        —          70,569        67,723        64,876        62,030        194,683        48,487        459,882        semmiannual      3.20%   3.20%

  Celulosa y
Energia Punta
Pereira
  U.S.
Dollar
  Interamerican
Development
bank
    6,267        —          10,612        10,382        10,153        9,923        37,397        6,267        78,467        semmiannual      Libor +
2.05%
  Libor +
2.05%

  Celulosa y
Energia Punta
Pereira
  U.S.
Dollar
  Interamerican
Development
bank
    645        —          20,273        21,115        21,087        21,107        20,545        645        104,126        semmiannual      Libor +
1.80%
  Libor +
1.80%

  Celulosa y
Energia Punta
Pereira
  U.S.
Dollar
  Dnb Nor Bank     324        —          —          —          —          —          —          324        —          Maturity      Libor +
2.05%
  Libor +
2.05%

  Eufores S.A.   U.S.
Dollar
  Banco BBVA -
Uruguay
    9,119        3,015        —          —          —          —          —          12,134        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Eufores S.A.   U.S.
Dollar
  Banco Republica
Oriental de
Uruguay
    10,110        25,088        —          —          —          —          —          35,198        —          Maturity      Libor +
1.75%
  Libor +
1.75%

  Eufores S.A.   U.S.
Dollar
  Citibank     —          2,505        —          —          —          —          —          2,505        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Eufores S.A.   U.S.
Dollar
  Banco HSBC-
Uruguay
    1,201        —          —          —          —          —          —          1,201        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Eufores S.A.   U.S.
Dollar
  Banco Itau -
Uruguay
    5,062        5,003        —          —          —          —          —          10,065        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Eufores S.A.   U.S.
Dollar
  Heritage     —          1,356        —          —          —          —          —          1,356        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Eufores S.A.   U.S.
Dollar
  Banco Santander     —          20,111        —              —          —          20,111        —          Maturity      Libor +
2.00%
  Libor +
2.00%

  Arauco Do Brasil
S.A.
  Real   Banco ABC     32        —          1        62        —          —          —          32        63        Maturity      2.50%   2.50%

  Arauco Do Brasil
S.A.
  Real   Banco Bradesco     101        —          —          —          —          —          —          101        —          Maturity      8.70%   8.70%

  Arauco Do Brasil
S.A.
  Real   Banco Bradesco     2,266        3,220        —          —          —          —          —          5,486        —          Maturity      5.50%   5.50%

  Arauco Do Brasil
S.A.
  Real   Banco do Brasil -
Brasil
    140        —          177        17        1        —          —          140        196        Maturity      8.70%   8.70%

  Arauco Do Brasil
S.A.
  Real   Banco do Brasil -
Brasil
    —          6,473        —          —          —          —          —          6,473        —          Maturity      9.80%   9.80%

  Arauco Do Brasil
S.A.
  Real   Banco HSBC-
Brasil
    37        —          —          —          —          —          —          37        —          Maturity      5.50%   5.50%

  Arauco Do Brasil
S.A.
  Real   Banco HSBC-
Brasil
    136        —          11,319        —          —          —          —          136        11,319        Maturity      8.00%   8.00%

  Arauco Do Brasil
S.A.
  Real   Banco Itau -Brasil     28        —          —          —          —          —          —          28        —          Monthly      4.50%   4.50%

  Arauco Do Brasil
S.A.
  Real   Banco Itau -Brasil     26        —          6        —          —          —          —          26        6        Maturity      5.50%   5.50%

  Arauco Do Brasil
S.A.
  Real   Banco Itau -Brasil     253        —          183        26        1        —          —          253        210        Maturity      8.70%   8.70%

  Arauco Do Brasil
S.A.
  U.S.
Dollar
  Banco JP Morgan     —          8,972        —          —          —          —          —          8,972        —          Maturity      1.41%   1.41%

  Arauco Do Brasil
S.A.
  Real   Banco Santander     166        —          18,865        —          —          —          —          166        18,865        Maturity      8.00%   8.00%

  Arauco Do Brasil
S.A.
  Real   Banco
Votorantim -
Brasil
    50        —          32        5        —          —          —          50        37        Maturity      8.70%   8.70%

  Arauco Do Brasil
S.A.
  Real   Banco
Votorantim -
Brasil
    62        —          14        114        —          —          —          62        128        Maturity      5.50%   5.50%

  Arauco Do Brasil
S.A.
  Real   Fdo.
Desenvolvimiento
Econom. - Brasil
    51        —          —          62        —          —          —          51        62        Monthly      0.00%   0.00%

  Arauco Florestal
Arapoti S.A.
  Real   Banco Itau     12        —          1        1        26        —          —          12        28        Maturity      2.50%   2.50%

  Arauco Florestal
Arapoti S.A.
  Real   Banco Itau     56        —          —          —          —          172        —          56        172        Maturity      3.50%   3.50%

  Arauco Florestal
Arapoti S.A.
  Real   Banco Itau     7        —          —          —          —          23        —          7        23        Maturity      3.50%   3.50%

  Arauco Florestal
Arapoti S.A.
  Real   Banco Bradesco     11,825        —          —          —          —          93        —          11,825        93        Maturity      5.50%   5.50%

  Arauco Florestal
Arapoti S.A.
  Real   Banco
Votorantim
    —          6        107        78        14        —          463        6        662        Maturity      0.50%   0.50%

  Arauco Florestal
Arapoti S.A.
  Real   Banco Safra     109        —          —          —          —          350        —          109        350        Maturity      0.60%   0.60%

  Arauco Forest
Brasil S.A.
  Real   Banco Bradesco     —          7,430        —          —          —          —          —          7,430               Maturity      5.50%   5.50%

  Arauco Forest
Brasil S.A.
  Real   Banco Bradesco     —          10,369        —          —          —          —          —          10,369               Maturity      6.50%   6.50%

  Arauco Forest
Brasil S.A.
  Real   Banco Bradesco     70        —          —          429        —          316        —          70        745        Maturity      6.00%   6.00%

  Arauco Forest
Brasil S.A.
  Real   Banco Itau -Brasil     158        —          13        41        —          —          —          158        54        Maturity      4.75%   4.75%

  Arauco Forest
Brasil S.A.
  Real   Banco
Votorantim -
Brasil
    46        —          107        78        14        2,508        —          46        2,707        Monthly      8.80%   8.80%

  Arauco Forest
Brasil S.A.
  U.S.
Dollar
  Banco
Votorantim -
Brasil
    6        —          12        5        —          403        —          6        420        Maturity      3.30%   3.30%

  Arauco Forest
Brasil S.A.
  Real   Banco
Votorantim -
Brasil
    —          6        107        78        14        —          311        6        510        Maturity      5.00%   5.00%

  Arauco Forest
Brasil S.A.
  Real   Bndes Subcrédito
A
    —          2        276        276        276        276        1,318        2        2,424        Maturity      7.91%   7.91%

  Arauco Forest
Brasil S.A.
  Real   Bndes Subcrédito
B
    —          1        187        187        187        187        853        1        1,601        Maturity      8.91%   8.91%

  Arauco Forest
Brasil S.A.
  U.S.
Dollar
  Bndes Subcrédito
C
    4        —          89        89        89        89        555        4        909        Maturity      6.55%   6.55%

  Arauco Forest
Brasil S.A.
  Real   Bndes Subcrédito
D
    1        —          235        235        235        235        1,032        1        1,974        Maturity      10.11%   10.11%

  Arauco Forest
Brasil S.A.
  Real   Banco do Brasil -
Brasil
    1,145        —          —          —          —          —          —          1,145               Maturity      9.80%   9.80%

  Arauco Forest
Brasil S.A.
  Real   Banco John
Deere
    305        —          —          —          —          —          —          305               Maturity      6.00%   6.00%

  Mahal
Emprendimientos
Pat. S.A.
  Real   Bndes Subcrédito
E-I
    24        —          537        537        537        537        8,912        24        11,058        Maturity      7.91%   7.91%

  Mahal
Emprendimientos
Pat. S.A.
  Real   Bndes Subcrédito
F-J
    17        —          363        363        363        363        5,469        17        6,919        Maturity      8.91%   8.91%

  Mahal
Emprendimientos
Pat. S.A.
  U.S.
Dollar
  Bndes Subcrédito
G-K
    61        —          172        172        172        172        4,589        61        5,276        Maturity      6.55%   6.55%

  Mahal
Emprendimientos
Pat. S.A.
  Real   Bndes Subcrédito
H-L
    22        —          457        457        457        457        6,240        22        8,069        Maturity      10.11%   10.11%
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       
      Total     139,916        133,554        531,856        175,310        110,288        110,762        304,242        273,470        1,232,458         
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

F-104


Table of Contents
                Maturity     Total                  

Tax ID

 

Name

  Currency  

Name
Country
Bonds

  To 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
Years
ThU.S.$
    2 to 3
Years
ThU.S.$
    3 to 4
Years
ThU.S.$
    4 to 5
Years
ThU.S.$
    More than 5
Years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
   

Type
Amortization

  Effective
Rate
    Nominal
Rate
 

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-F     —          1,992        11,949        11,949        11,949        36,494        305,191        1,992        377,534     

(i) semmiannual;

(k) maturity

    4.24     4.25

93.458.000-2

  Celulosa Arauco y Constitución S.A.   UF   Barau-J     2,181        —          9,160        9,160        9,160        9,160        211,959        2,181        248,599     

(i) semmiannual;

(k) maturity

    3.23     3.22

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-P     —          1,027        8,038        8,038        8,038        8,038        262,316        1,027        294,469     

(i) semmiannual;

(k) maturity

    3.96     3.96

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-Q     604        —          2,417        12,676        22,482        21,878        31,683        604        91,137     

(i) semmiannual;

(k) maturity

    2.98     2.98

93.458.000-3

  Celulosa Arauco y Constitución S.A.   UF   Barau-R     1,810        —          7,241        7,241        7,241        7,241        314,074        1,810        343,039     

(i) semmiannual;

(k) maturity

    3.58     3.57

—  

  Alto Paraná S.A.   U.S.
Dollar
  Bono 144 A - Argentina     —          1,004        17,213        277,349        —          —          —          1,004        294,562     

(i) semmiannual;

(k) maturity

    6.39     6.38

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee Bonds 2019     15,205        —          36,250        36,250        36,250        532,713        —          15,205        641,463     

(i) semmiannual;

(k) maturity

    7.26     7.25

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee Bonds 2a Emisión     2,734        —          9,375        134,189        —          —          —          2,734        143,564     

(i) semmiannual;

(k) maturity

    7.50     7.50

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee Bonds 6a Emisión     —          373,848        —          —          —          —          —          373,848            

(i) semmiannual;

(k) maturity

    5.64     5.63

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2021     8,889        —          20,000        20,000        20,000        20,000        425,291        8,889        505,291      (i) semmiannual; (k) maturity     5.02     5.00

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2022     11,215        —          23,750        23,750        23,750        23,750        549,617        11,215        644,617      (i) semmiannual; (k) maturity     4.77     4.75

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.
Dollar
  Yankee 2024     9,937        —          22,500        22,500        22,500        22,500        601,109        9,937        691,109     

(i) semmiannual;(k)

maturity

    4.52     4.50
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       
      Total     52,575        377,871        167,894        563,104        161,371        681,774        2,701,241        430,446        4,275,384         
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       
                Maturity     Total                  

Tax ID

 

Name

  Currency  

Name
Country
Other
Loans

  To 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
Years
ThU.S.$
    2 to 3
Years
ThU.S.$
    3 to 4
Years
ThU.S.$
    4 to 5
Years
ThU.S.$
    More than 5
Years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
   

Type
Amortization

  Effective
Rate
    Nominal
Rate
 

  Flakeboard Company Limited   U.S.
Dollar
  Business New Brunswick     —          3,785        —          —          —          —          —          3,785        —        Maturity     —          4.30

  Flakeboard Company Limited   U.S.
Dollar
  SSM EDC     —          108        —          —          —          —          —          108        —        Maturity     —          1.80
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       
     

Total

    0        3,893        0        0        0        0        0        3,893        0         
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

F-105


Table of Contents
                Maturity     Total                  
Tax ID  

Name

  Currency  

Name
Country
Lease

  To 3
months
ThU.S.$
    3 to 12
months
ThU.S.$
    1 to 2
Years
ThU.S.$
    2 to 3
Years
ThU.S.$
    3 to 4
Years
ThU.S.$
    4 to 5
Years
ThU.S.$
    More
than 5
Years
ThU.S.$
    Current
ThU.S.$
    Non
Current
ThU.S.$
   

Type
Amortization

  Effective
Rate
    Nominal
Rate
 
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco Santander     979        2,089        883        883        485        —          —          3,068        2,250      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco Scotiabank     982        2,945        3,897        3,897        3,108        —          —          3,927        10,902      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco Estado     259        777        1,024        1,024        1,789        —          —          1,036        3,836      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco de Chile     3,241        9,904        9,011        9,011        7,097        —          —          13,145        25,119      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco BBVA     2,102        7,325        6,822        6,822        7,187        —          —          9,427        20,830      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  Chilean Pesos   Banco Santander     222        609        799        799        557        —          —          831        2,154      Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  Chilean Pesos   Banco Chile     66        200        88        88        23        —          —          266        198      Monthly     —          —     
  Arauco Colombia S.A.   U.S. Dollar   Banco BBVA     —          3          —          —          —          —          3        —        Monthly     —          —     
85.805.200-9  

Forestal

Celco S.A.

  UF   Banco Santander     —          3          —          —          —          —          3        —        Monthly     —          —     
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       
      Total     7,851        23,855        22,522        22,522        20,246        0        0        31,706        65,289         
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

F-106


Table of Contents

Guarantees

As of the date of these consolidated financial statements, Arauco has financial assets of approximately ThU.S.$49 that have been pledged to third parties (beneficiaries), as direct guarantee. If Arauco does not fulfill its obligations, the guarantors could execute the guarantees.

As of December 31, 2015, the total assets pledged as an indirect guarantee were ThU.S.$853. In contrast to direct guarantees, indirect guarantees are given to secure obligations assumed by a third party.

On September 29, 2011, Arauco entered into a Security Agreement under which it granted a non-joint guarantee limited to 50% of the obligations of the Uruguayan companies (joint operation) Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A., under the IDB Facility Agreement in the amount of up to ThU.S.$454,000 and the Finnevera Guaranteed Facility Agreement in the amount of up to ThU.S.$900,000. Both loan agreements were signed with the International Development Bank. Such guarantee is included in the table below, under indirect guarantees.

Direct and indirect guarantees granted by Arauco:

 

DIRECT

                        

Subsidiary

  

Guarantee

  

Assets Pledged

  

Currency

  

ThU.S.$

  

Guarantor

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    230    Directorate General of Maritime Territory and Merchant Marine

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    313    Directorate General of Maritime Territory and Merchant Marine

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    114    Directorate General of Maritime Territory and Merchant Marine

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    246    Banco Itaú BBA S.A.

Arauco Forest Brasil S.A.

   Endorsement of ADB + Guarantee Letter AISA       U.S. Dollar    2,306    Banco Votorantim S.A.

Arauco Forest Brasil S.A.

   Endorsement of ADB       U.S. Dollar    768    Banco Votorantim S.A.

Arauco Forest Brasil S.A.

   Mortgage Industrial Plant of Jaguariaíva of Arauco do Brasil    Property plant and equipment    U.S. Dollar    39,262    BNDES

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    114    Banco Bradesco S.A.

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    617    Banco John Deere S.A.

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    117    Banco Santander S.A.

Arauco Forest Brasil S.A.

   Endorsement of Arauco do Brasil    -    U.S. Dollar    768    Banco Votorantim S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    136    Banco Votorantim S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    853    Banco Itaú BBA S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    379    Banco do Brasil S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    168    Banco Votorantim S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    327    Banco ABC Brasil S.A.

Arauco do Brasil S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    177    Banco Santander S.A.

Arauco Florestal Arapoti S.A.

   Equipamiento    Property plant and equipment    U.S. Dollar    171    Banco Itaú BBA S.A.

Arauco Florestal Arapoti S.A.

   Equipment    Property plant and equipment    U.S. Dollar    329    Banco Safra S.A.

Arauco Florestal Arapoti S.A.

   Equipment    Property plant and equipment    U.S. Dollar    768    Banco Votorantim S.A.

Arauco Bioenergía S.A.

   Endorsement of Arauco do Brasil       Chilean Pesos    483    Minera Escondida Ltda.

Arauco Bioenergía S.A.

   Guarantee letter       Chilean Pesos    221    Minera Spence S.A

Arauco Bioenergía S.A.

   Guarantee letter       Chilean Pesos    121    CODELCO S.A.
      Total       48,988   
           

 

  

 

INDIRECT

                        

Subsidiary

  

Guarantee

  

Assets Pledged

  

Currency

  

ThU.S.$

  

Guarantor

Celulosa Arauco y Constitución S.A.

   Suretyship not supportive and cumulative    —      U.S. Dollar    566,474    Joint Operation (Uruguay)

Celulosa Arauco y Constitución S.A.

   Full Guarantee    —      U.S. Dollar    270,000    Arauco Argentina (bondholders)

Celulosa Arauco y Constitución S.A.

   Guarantee Letter    —      Brazilian Real    16,419    Arauco Forest Brasil y Mahal (Brasil)
      Total       852,893   
           

 

  

 

F-107


Table of Contents

23.11.3 Type of Risk: Market Risk – Exchange Rate

Description

Market risk arises from the probability of being affected by losses from fluctuations in currencies exchange rates in which assets and liabilities are denominated, in a functional currency other than the functional currency of Arauco.

Explanation of Currency Risk Exposure and How This Risk Arises

Arauco is exposed to the foreign currency risk from currency fluctuations arising from sales, purchases and obligations undertaken in foreign currencies, such as the Chilean Peso, Euro, Brazilian Real or other foreign currencies. In the case of significant exchange rate variations, the Chilean Peso is the currency that represents the main currency risk. See Note 11 for details assets and liabilities classified by currency.

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

Arauco performs sensitivity analyses to measure the currency risk over the EBITDA and Net Income.

Sensitivity analysis considers a variation of +/- 10% of the exchange rate over the Chilean Peso. This fluctuation range is considered possible given current market conditions as of the date of these financial statements. With all other variables at a constant rate, a U.S. Dollar exchange rate variation of +/- 10% in relation to the Chilean Peso would mean a change in the net income after tax +/- 4.09% (equivalent to ThU.S.$ +/- 15,301), and +/- 0.13% of equity (equivalent to ThU.S.$ +/- 9.181).

Additionally, a sensitivity analysis is carried out assuming a variation of +/- 10% in the closing exchange rate on the Brazilian Real, which is considered a possible range of fluctuation given the market conditions as of the date of these financial statements. With all the other variables constant, a variation of +/- 10% in the exchange rate of the dollar on the Brazilian Real would mean a variation on the net income after tax +/- 0.43% (equivalent to ThU.S.$2,087) and a change on the equity of +/- 0.02% (equivalent to ThU.S.$1,252).

23.11.4 Type of Risk: Market Risk – Interest rate risk

Description

Interest rate risk refers to the sensitivity of the value of financial assets and liabilities in terms of interest rate fluctuations.

Explanation of Interest Rate Risk Exposure and How This Risk Arises

Arauco is exposed to risks due to interest rate fluctuations for bonds issued, bank borrowings and financial instruments that bear interest at a variable rate.

 

F-108


Table of Contents

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

Arauco completes its risk analysis by reviewing its exposure to changes in interest rates. As of December 31, 2015, 14.3% of the Company’s bonds and bank loans bear interest at variable rates. A change of +/- 10% in the interest rate is considered a possible range of fluctuation. Such market conditions would affect the income after tax at rate of +/- 0.013% (equivalent to ThU.S.$-/+ 48) and +/- 0.0004% (equivalent to ThU.S.$-/+ 29) on equity.

 

Thousands of dollars

   December
2015
     Total  

Fixed rate

     3,689,719         85.7

Bonds issued

     3,180,334      

Bank borrowings (*)

     381,826      

Government loans

     0      

Financial leasing

     127,559      

Variable rate

     615,716         14.3

Bonds issued

     —        

Loans with Banks

     615,716      

Total

     4,305,435         100.0

Thousands of dollars

   December
2014
     Total  

Fixed rate

     4,244,146         83.6

Bonds issued

     3,658,327      

Bank borrowings (*)

     484,931      

Government Loans

     3,893      

Financial leasing

     96,995      

Variable rate

     834,284         16.4

Bonds issued

     —        

Loans with Banks

     834,284      

Total

     5,078,430         100.0

 

(*) Includes variable rate bank borrowings changed by fixed rate swaps.

 

F-109


Table of Contents

23.12.5 Type of Risk: Market Risk – Price of Pulp Risks

Description

Pulp prices are determined by world and regional market conditions. Prices fluctuate based on demand, production capacity, commercial strategies adopted by large-scale forestry companies, pulp and paper producers and by the availability of substitutes.

Explanation of Price Risk Exposure and How This Risk Arises

Pulp prices are reflected in revenue from sales and directly affect the net income for the period.

As of December 31 2015, revenue due to pulp sales accounted for 44.8% of total sales. Pulp prices are fixed on a monthly basis in accordance with the market. Forward contracts or other financial instruments are not used for pulp sales.

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

This risk is approached in different ways. Arauco has a team of specialists who perform periodic market and competition analyses, providing tools to analyze and evaluate trends and adjust forecasts. Similarly, Arauco performs price financial sensitivity analysis in order to take the necessary safeguards to confront different scenarios in the best possible manner.

Sensitivity analysis considers a variation of +/- 10% in the average pulp price, a possible fluctuation range given current market conditions at the date of the closing balance. With all other variables constant, a variation of +/- 10% in the average pulp price would mean an EBITDA(1) annual variation of 15.72% (equivalent to MU.S.$215), on the income after tax and +/- 32.21% (equivalent to MU.S.$170) and +/- 1.47% (equivalent to MU.S.$102) on equity.

(1)Non gaap measure. Profit before financing cost, financial income, income taxes.

 

F-110


Table of Contents
NOTE 24. OPERATING SEGMENTS

The main products that generate revenue for each operating segment are described as follows:

 

   

Pulp: The main products sold by this operating segment are long fiber bleached pulp (BSKP), short fiber bleached pulp (BHKP), long fiber raw pulp (UKP), and pulp fluff.

 

   

Panels: The main products sold by this operating segment are plywood panels, MDF panels (medium density fiberboard), Hardboard Panels, PB Panels (agglomerated) and MDF Moldings.

 

   

Sawn Timber: The range of products sold by this operating segment includes different sizes of sawn wood and remanufactured products such as moldings, precut pieces and finger joints.

 

   

Forestry: This operating segment produces and sells sawn logs, pulpable logs, posts and chips made from owned forests of Radiata and Taeda pine, eucalyptus globulus and nitens forests. Additionally, purchases logs and woodchip from third parties, which it sells to its other operating segment.

Pulp

The Pulp operating segment uses wood exclusively from pine and eucalyptus plantations for the production of different classes of wood cellulose or pulp. Bleached pulp is mainly used as raw material for producing printing and writing paper, as well as toilet paper and high quality wrapping paper. Unbleached pulp is used to produce packing paper, filters, fiber cement products, dielectric paper and others. On the other hand, fluff pulp is mainly used in the production of diapers and female hygiene products.

Arauco has seven plants, five in Chile, one in Argentina and one in Uruguay and they have a total production capacity of approximately 3.9 million tons per year. Pulp is sold in more than 45 countries, mainly in Asia and Europe.

Panels

The Panels operating segment produces a wide range of panel products and several kinds of moldings aimed at the furniture, decoration and construction industries. It consists of 17 industrial plants: 5 in Chile, 2 in Argentina, 2 in Brazil, and 8 plants around USA and Canada. The Company has a total annual production capacity of 6.6 million cubic meters of PBO, MDF, Hardboards, plywood and moldings.

Sawn Timber

The Sawn Timber operating segment produces a wide range of wood and remanufactured products with different kinds of uses and appearances, which include a wide variety of uses in the furniture, packing, construction and refurbishing industries.

With 9 saw mills in operation (8 in Chile and 1 in Argentina), the Company has a production capacity of 3 million cubic meters of sawn wood.

Furthermore, the Company has 5 remanufacturing plants, 4 in Chile and 1 in Argentina. These plants reprocess sawn wood and produce high quality remanufactured products, such as finger joint and solid moldings as well as precut pieces.

 

F-111


Table of Contents

Forestry

The Forestry operating segment is Arauco’s core business. It provides raw materials for all products manufactured and sold by the Company. By directly controlling the growth of the forests to be processed, Arauco guarantees itself quality wood for each of its products.

Arauco holds forestry assets distributed throughout Chile, Argentina, Brazil and Uruguay, reaching 1.6 million hectares, of which 1 million hectares are used for plantations, 395 thousand hectares for native forests, 183 thousand hectares for other uses and 53 thousand hectares are to be planted.

Arauco’s principal plantations consist of radiata and taeda pine and eucalyptus to a lesser degree. These are species that have fast growth rates and short harvest cycles compared with other long fiber commercial woods.

Arauco has no customers representing 10% or more of its revenues.

Below, please find summarized information concerning the assets, liabilities and profits and losses at the end of each period, by segments. The profit (loss) of each segment informed takes into consideration that taxes and financial income and costs were not allocated to the above mentioned segments, and are shown as part of the Corporate’s segment:

 

F-112


Table of Contents

Year ended December 31, 2015

   Pulp
ThU.S.$
     Sawn timber
ThU.S.$
     Forestry
ThU.S.$
     Panels
ThU.S.$
    Others
ThU.S.$
     Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Revenues from external customers

     2,363,973         785,939         116,368         1,847,272        33,188         0        5,146,740        0        5,146,740   

Revenues from transactions with other operating segments

     43,414         343         491,703         10,330        32,543         0        578,333        (578,333     0   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Finance income

     0         0         0         0        0         50,284        50,284        0        50,284   

Finance costs

     0         0         0         0        0         (262,962     (262,962     0        (262,962

Net finance costs

     0         0         0         0        0         (212,678     (212,678     0        (212,678
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortizations

     231,916         30,133         18,211         109,313        3,913         6,659        400,145        0        400,145   

Sum of significant income accounts

     31         739         220,907         4,084        0         0        225,761        0        225,761   

Sum of significant expense accounts

     585         2,662         35,610         721        35         0        39,613        0        39,613   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) of each reportable segment

     455,190         89,142         137,829         175,317        1,815         (491,582     367,711        0        367,711   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Share of profit (loss) of associates and joint ventures accounted for using equity method

                      

Associates

     0         0         0         0        0         5,572        5,572        0        5,572   

Joint ventures

     0         0         0         (470     0         1,646        1,176        0        1,176   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

     0         0         0         0        0         (129,694     (129,694     0        (129,694
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on revenues

                      

Revenue – Chilean entities

     1,913,303         724,705         68,986         601,280        597         0        3,308,871        0        3,308,871   

Revenue – Foreign entities

     450,670         61,234         47,382         1,245,992        32,591         0        1,837,869        0        1,837,869   

Total Ordinary Income

     2,363,973         785,939         116,368         1,847,272        33,188         0        5,146,740        0        5,146,740   

 

F-113


Table of Contents

Year ended December 31, 2015

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
     Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Amounts of additions to non-current assets (*)

                  

Acquisition of property,plant and equipment and biological assets

    199,094        14,059         155,872        80,132        1,754        7,001        457,912        0        457,912   

Acquisition and contribution of investments in associates and joint venture

    0        0         814        0        0        0        814        0        814   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Year ended December 31, 2015

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
     Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment assets

    5,172,095        125,446         5,471,322        2,248,688        31,679        806,219        13,855,449        (48,542     13,806,907   

Segments assets (excluding deferred tax assets)

    5,172,095        125,446         5,471,322        2,248,688        31,679        665,968        13,715,198        (48,542     13,666,656   

Deferred tax assets

    0        0         0        0        0        140,251        140,251        0        140,251   

Investments accounted through equity method

                  

Associates

    0        0         121,359        0        0        119,781        241,140        0        241,140   

Joint Ventures

    0        0         0        3,573        0        20,099        23,672        0        23,672   

Segment liabilities

    318,880        25,334         147,432        244,629        11,526        6,412,661        7,160,462        0        7,160,462   

Segments liabilities (excluding deferred tax liabilities)

    0        0         0        0        0        4,657,133        4,657,133        0        4,657,133   

Deferred tax liabilities

    0        0         0        0        0        1,755,528        1,755,528        0        1,755,528   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on non-current assets (**)

                  

Chile

    2,565,307        945         3,536,372        757,991        30        207,280        7,067,925        (2,955     7,064,970   

Foreign countries

    1,782,286        14,902         1,348,177        721,022        23,406        200,224        4,090,017        0        4,090,017   

Non-current assets, Total

    4,347,593        15,847         4,884,549        1,479,013        23,436        407,504        11,157,942        (2,955     11,154,987   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-114


Table of Contents

Year ended December 31, 2014

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
     Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Revenues from external customers

    2,343,020        873,493         148,517        1,943,711        33,902        0        5,342,643        0        5,342,643   

Revenues from transactions with other operating segments

    50,015        3         457,527        10,065        34,327        0        551,937        (551,937     0   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Finance income

    0        0         0        0        0        30,772        30,772        0        30,772   

Finance costs

    0        0         0        0        0        (246,473     (246,473     0        (246,473

Net finance costs

    0        0         0        0        0        (215,701     (215,701     0        (215,701
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortizations

    185,121        31,842         14,145        109,745        3,901        8,680        353,434        0        353,434   

Sum of significant income accounts

    5,442        161         321,971        882        0        0        328,456        0        328,456   

Sum of significant expense accounts

    0        0         31,513        0        0        0        31,513        0        31,513   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) of each reportable segment

    440,367        154,525         177,974        150,323        13,885        (500,184     436,890        0        436,890   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Share of profit (loss) of associates and joint ventures accounted for using equity method

                  

Associates

    0        0         0        0        0        6,958        6,958        0        6,958   

Joint ventures

    0        0         0        3        0        520        523        0        523   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

    0        0         0        0        0        (155,935     (155,935     0        (155,935
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on revenues

                  

Revenue – Chilean entities

    2,025,811        802,675         83,823        666,790        1,538        0        3,580,637        0        3,580,637   

Revenue – Foreign entities

    317,209        70,818         64,694        1,276,921        32,364        0        1,762,006        0        1,762,006   

Total Ordinary Income

    2,343,020        873,493         148,517        1,943,711        33,902        0        5,342,643        0        5,342,643   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Year ended December 31, 2014

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
     Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Amounts of additions to non-current assets

                  

Acquisition of property,plant and equipment and biological assets

    303,918        14,388         178,748        112,365        1,489        1,127        612,035        0        612,035   

Acquisition and contribution of investments in associates and joint venture

    0        0         0        1,882        0        0        1,882        0        1,882   
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-115


Table of Contents

Year ended December 31, 2014

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
    Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment assets

    5,206,856        597,204        5,436,050        2,151,687        34,344        1,362,947        14,789,088        (41,191     14,747,897   

Segments assets (excluding deferred tax assets)

    5,206,856        597,204        5,436,050        2,151,687        34,344        1,204,664        14,630,805        (41,191     14,589,614   

Deferred tax assets

    0        0        0        0        0        158,283        158,283        0        158,283   

Investments accounted through equity method

                 

Associates

    0        0        174,782        5,830        0        126,460        307,072        0        307,072   

Joint Ventures

    0        0        0        0        0        18,973        18,973        0        18,973   

Segment liabilities

    341,498        69,491        171,951        233,063        13,385        7,103,773        7,933,161        0        7,933,161   

Segments liabilities (excluding deferred tax liabilities)

    341,498        69,491        171,951        233,063        13,385        5,346,624        6,176,012        0        6,176,012   

Deferred tax liabilities

    0        0        0        0        0        1,757,149        1,757,149        0        1,757,149   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on non-current assets (**)

                 

Chile

    2,633,773        294,317        3,480,005        598,526        80        205,774        7,212,475        74        7,212,549   

Foreign countries

    1,796,802        16,433        1,288,915        842,288        25,535        424,660        4,394,633        0        4,394,633   

Non-current assets, Total

    4,430,575        310,750        4,768,920        1,440,814        25,615        630,434        11,607,108        74        11,607,182   

 

F-116


Table of Contents

Below, please find data regarding the cash flows per segment, which data is presented in a supplemental manner, as follow-up pursuant to local requirements:

 

Year ended December 31, 2015

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
    Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment Cash Flows

                 

Cash Flows from (used in) Operating Activities

    605,756        135,322        252,702        255,262        2,722        (398,114     853,650        0        853,650   

Cash flows (used in) investing activities

    (202,473     (12,645     (142,879     (84,671     (1,790     (33,322     (477,780     0        (477,780

Cash flows from (used in) Financing Activities

    (60,395     0        (2,003     (151,395     0        (598,383     (812,176     0        (812,176

Net increase (decrease) in Cash and Cash Equivalents

    342,888        122,677        107,820        19,196        932        (1,029,819     (436,306     0        (436,306

Year ended December 31, 2014

  Pulp
ThU.S.$
    Sawn timber
ThU.S.$
    Forestry
ThU.S.$
    Panels
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment Cash Flows

                 

Cash Flows from (used in) Operating Activities

    588,293        185,276        296,349        211,018        6,527        (302,288     985,175        0        985,175   

Cash flows (used in) investing activities

    (310,125     (4,997     (78,409     (113,321     (1,489     (146,817     (655,158     0        (655,158

Cash flows from (used in) Financing Activities

    (52,631     0        83,975        11,623        0        (50,852     (7,885     0        (7,885

Net increase (decrease) in Cash and Cash Equivalents

    225,537        180,279        301,915        109,320        5,038        (499,957     322,132        0        322,132   

 

F-117


Table of Contents

Information required by geographic area:

 

    

Geographical area

2015   

Local
country

  

Foreign country

    

Chile

  

Argentina

  

Brazil

  

USA/Canada

  

Uruguay

  

Total

Disclosure of geographical areas

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

Revenues

   3,308,870    481,881    378,719    787,037    190,233    5,146,740

Revenues quarter October-December 2015

   760,259    134,715    68,643    183,506    59,666    1,206,789

Non-current Assets at 12-31-2015 other than tax deferred

   6,986,237    978,285    872,378    364,889    1,812,948    11,014,737
    

Geographical area

2014   

Local
country

  

Foreign country

    

Chile

  

Argentina

  

Brazil

  

USA/Canada

  

Uruguay

  

Total

Disclosure of geographical areas

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

  

ThU.S.$

Revenues

   3,580,637    436,524    481,275    774,805    69,402    5,342,643

Revenues quarter October -december 2014

   918,978    108,846    118,440    178,306    59,704    1,384,274

Non-current Assets at 12-31-2014 other than tax deferred

   7,133,974    977,784    1,245,162    352,862    1,739,117    11,448,899

 

F-118


Table of Contents
NOTE 25. OTHER NON-FINANCIAL ASSETS AND NON-FINANCIAL LIABILITIES

 

Current non-financial assets

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Roads to amortize current

     47,731         77,359   

Prepayment to amortize (insurance + others)

     20,398         23,407   

Recoverable taxes (Relating to purchases)

     62,468         71,834   

Other current non-financial assets

     3,359         5,128   

Total

     133,956         177,728   

Non current non-financial assets

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Roads to amortize, non current

     111,319         91,871   

Guarantee values

     2,635         3,489   

Recoverable taxes

     7,767         3,102   

Other non current non-financial assets

     3,795         2,632   

Total

     125,516         101,094   

Current non-financial liabilities

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Provision of minimum dividend (1)

     102,305         99,160   

ICMS tax payable

     6,172         19,020   

Other tax payable

     19,442         15,297   

Other Current non-financial liablilities

     3,804         2,839   

Total

     131,723         136,316   

 

(1) Provision includes a minimum dividend of subsidiary minority.

 

Non current non-financial liabilities

   12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

ICMS tax payable

     45,365         56,815   

Other non-current non financial liablilities

     1,876         5,181   

Total

     47,241         61,996   

 

F-119


Table of Contents
NOTE 26. DISTRIBUTABLE NET INCOME AND EARNINGS PER SHARE

Distributable net income

As a general policy, the Board of Directors of Arauco agreed that the net income to be distributed as dividend is determined based on realized net gains/(losses) of any relevant variations in the value of unrealized assets and liabilities, which are excluded from the calculation of net income during the period such changes are made.

As a result of the foregoing, for purposes of determining the distributable net income of the Company, which is the same considered for calculating the minimum dividend required and additional dividend, the following unrealized gains/losses are excluded from the net income for the year:

 

1) Unrealized gains/losses relating to the fair value recorded for forestry assets under IAS 41, adding them back to distributable net income when they are realized through sale or disposed of by other means.

 

2) Those generated through the acquisition of entities. These results will be added back to net income when they are realized through sale.

The deferred taxes associated with the amounts described in 1) and 2) above are also excluded.

The following table details the adjustments made for the determination of distributable net income as December 31, 2015 and 2014 in order to determine the provision of 40% of the distributable net income for each year:

 

     Distributable Net  Income
ThU.S.$
 

Net income attributable to owners of parent at 12-31-2015

     362,689   

Adjustments:

  

Biological Assets

  

Unrealized gains/losses

     (205,527

Realized gains/losses

     203,730   

Deferred income taxes

     (3,889

Total adjustments

     (5,686

Distributable Net Income at 12-31-2015

     357,003   

 

     Distributable Net  Inceme
ThU.S.$
 

Net income attributable to owners of parent at 12-31-2014

     139,803   

Adjustments

  

Biological Assets

  

Unrealized

     (278,884

Realized

     237,272   

Deferred income taxes

     9,354   

Total Biological Assets (net)

     (32,258

Deferred Tax effect of tax rate change (attributable to owners of parent) (*)

     292,155   

Total adjustments

     259,897   

Distributable Net Income at 12-31-2014

     399,700   

 

(*) The Superintendency of Securities and Insurance (SVS), issued Circular No. 856 on October 17, 2014 which instructs regulated entities to record in its statutory financial statements differences in deferred taxes arising as a direct effect of the increase in the tax rate to equity as stated by Law 20,780. The impact of this circular has been incorporated in the statutory financial statements which are used to determine the distributable income. This circular differs from International Financial Reporting Standards (IFRS) which require the impact to be recorded as part of the income statement.

In the attached financial statements prepared in accordance with IFRS, the effect of the change in the tax rate of first category in assets and liabilities relating to deferred taxes results in a expense of ThU.S.$292,717 (ThU.S.$292,155 attributable to owners of parent) reclassified to the income statement.

Therefore, as a result of the impact of the changes of the regulatory framework, the increase of the first category tax rate on the treatment of deferred taxes did not impact the determination of Arauco’s distributable net income.

 

F-120


Table of Contents
     Distributable Net  Income
ThU.S.$
 

Net income attributable to owners of parent at 12-31-2013

     385,657   

Adjustments:

  

Biological Assets

  

Unrealized gains/losses

     (269,671

Realized gains/losses

     221,874   

Deferred income taxes

     9,170   

Total adjustments

     (38,627

Distributable Net Income at 12-31-2013

     347,030   

The Company expects to maintain its policy of distributing 40% of its net distributable income as dividends for all future fiscal years, but will also consider the alternative of distributing a provisional dividend at year end.

As of December 31, 2015, in the Classified Statement of Financial Position, under the line item Other Ordinary Non-Financial Liabilities, for an amount of ThU.S.$131,723, there are a total of ThU.S.$99,211 which correspond to a provision for the minimum dividend for the parent company for the 2015 period, after discounting the distribution of a provisional dividend of ThU.S.$43,580, paid to shareholders in December 2015.

Basic and diluted earnings per share

Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary equity holders of parent by the weighted average number of ordinary shares outstanding. Arauco does not have any shares with potential dilutive effect.

 

     January-December  
     2015      2014  
     ThU.S.$      ThU.S.$  

Profit or loss attributable to ordinary equity holder of parent

     362,689         139,803   

Weighted average of number of shares

     113,159,655         113,159,655   

Basic earnings per share (in U.S.$ per share)

     3.21         1.24   

 

NOTE 27. SUBSEQUENT EVENTS

The authorization for the issuance and publication of these consolidated financial statements for the period ended December 31, 2015 was approved by the Board of Directors of Arauco on April 26, 2016.

Subsequent to December 31, 2015 and until the date of issuance of these consolidated financial statements, there have been no events, other than those discussed above, that could materially affect the presentation of these financial statements.

 

F-121