20-F 1 d376712d20f.htm FORM 20-F Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 28, 2017

 

 

 

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, 2016

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 ☒

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 ☒

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 ☒  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, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer      Accelerated Filer  
Non-Accelerated Filer      Emerging Growth Company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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  ☒

   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 ☒

 

 

 


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

     19  
    Item 5.   

Operating and Financial Review and Prospects

     45  
    Item 6.   

Directors, Senior Management and Employees

     65  
    Item 7.   

Major Shareholders and Related Party Transactions

     72  
    Item 8.   

Financial Information

     74  
    Item 9.   

The Offer and Listing

     78  
    Item 10.   

Additional Information

     79  
    Item 11.   

Quantitative and Qualitative Disclosures About Market Risk

     88  
    Item 12.   

Description of Securities Other than Equity Securities

     90  
PART II       
    Item 13.   

Defaults, Dividend Arrearages and Delinquencies

     91  
    Item 14.   

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

     91  
    Item 15.   

Controls and Procedures

     91  
    Item 16A.   

Audit Committee Financial Expert

     92  
    Item 16B.   

Code of Ethics

     92  
    Item 16C.   

Principal Accountant Fees and Services

     92  
    Item 16D.   

Exemptions from the Listing Standards for Audit Committees

     93  
    Item 16E.   

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     93  
    Item 16F.   

Change in Registrant’s Certifying Accountant

     93  
    Item 16G.   

Corporate Governance

     93  
    Item 16H.   

Mine Safety Disclosures

     93  
PART III       
    Item 17.   

Financial Statements

     93  
    Item 18.   

Financial Statements

     93  
    Item 19.   

Exhibits

     94  

 

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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, 2016, one UF equaled U.S.$39.36 and Ch$26,347.96.

PRESENTATION OF FINANCIAL DATA

This report includes the audited consolidated statement of financial position of Arauco and our subsidiaries as of December 31, 2016, and 2015 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, 2016 (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, 2012, 2013, 2014, 2015 and 2016.

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, 2016, the observed exchange rate for Chilean pesos, as published in the Diario Oficial de la República de Chile (Official Gazette) on January 3, 2017, was Ch$669.47 to U.S.$1.00, and on April 25, 2017, the observed exchange rate was Ch$660.04 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

 

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial information as of December 31, 2012, 2013, 2014, 2015 and 2016 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,  
    2016     2015     2014     2013     2012  
    (in thousands of U.S. dollars, except ratios and share data)  

INCOME STATEMENT DATA

 

Revenue

    4,761,385       5,146,740       5,342,643       5,145,500       4,298,663  

Cost of sales

    (3,498,905     (3,511,425     (3,654,146     (3,557,210     (3,163,432

Gross profit

    1,262,480       1,635,315       1,688,497       1,588,290       1,135,231  

Other income

    257,863       273,026       368,924       385,055       408,251  

Distribution costs

    (496,473     (528,470     (556,837     (523,587     (452,760

Administrative expenses

    (474,469     (551,977     (550,809     (544,694     (479,625

Other expenses

    (77,415     (83,388     (138,769     (136,812     (105,325

Other gains (losses)

    —         —         —         —         16,133  

Finance income

    29,701       50,284       30,772       19,062       23,476  

Finance costs

    (258,467     (262,962     (246,473     (232,843     (236,741

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

    23,939       6,748       7,481       6,260       18,933  

Exchange rate differences

    (3,935     (41,171     (9,961     (11,797     (17,245

Income before income tax

    263,224       497,405       592,825       548,934       310,328  

Income tax

    (45,647     (129,694     (448,652     (130,357     (166,787
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    217,577       367,711       144,173       418,577       143,541  

BALANCE SHEET DATA

         

Current assets

    2,722,360       2,686,412       3,140,715       2,808,321       2,785,517  

Property, plant and equipment

    6,919,495       6,896,396       7,119,583       7,137,467       6,816,742  

Biological assets (1)

    3,898,991       3,826,597       3,846,353       3,892,203       3,873,070  

Total assets

    14,006,181       13,670,391       14,593,214       14,335,106       14,116,747  

Total current liabilities

    1,346,064       1,034,251       1,547,086       1,682,016       1,546,728  

Total non-current liabilities

    5,660,834       5,989,695       6,231,392       5,608,550       5,604,260  

Issued capital

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

Total equity

    6,999,283       6,646,445       6,814,736       7,044,540       6,965,759  

CASH FLOW DATA

         

Net cash flow from operating activities

    773,584       853,650       985,175       897,720       442,394  

Net cash flow from investing activities

    (640,212     (477,780     (655,158     (687,620     (1,345,849

Net cash flow from financing activities

    (38,484     (812,176     (7,885     (7,776     1,055,482  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

    94,888       (436,306     322,132       202,324       152,027  

OTHER FINANCIAL DATA

         

Capital expenditures (2)

    556,633       564,795       604,155       942,638       1,186,374  

Depreciation and amortization

    409,387       400,145       353,434       298,647       252,381  

Fair value cost of timber harvested (3)

    340,199       306,673       353,273       320,894       311,821  

EBIT (3)

    491,990       710,083       808,526       762,715       523,593  

Adjusted EBITDA (3)

    1,052,142       1,282,443       1,272,209       1,143,382       861,745  

Adjusted EBITDA (3)/finance costs

    4.07       4.88       5.16       4.91       3.64  

Adjusted EBITDA (3)/revenue

    22.1     24.9     23.8     22.2     20.0

Average debt (4)/Adjusted EBITDA (3)

    4.18       3.66       3.97       4.37       4.80  

Total debt (5)

    4,481,003       4,305,435       5,078,430       5,026,494       4,962,116  

Total debt (5)/capitalization (6)

    39.0     39.3     42.7     41.6     41.6

Total debt (5)/equity attributable to parent company

    64.4     65.1     75.0     71.9     72.0

Working capital (7)

    1,376,296       1,652,161       1,593,629       1,126,305       1,238,789  

Number of shares

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

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

    1.9       3.2       1.2       3.4       1.2  

Dividends paid

    130,624       143,003       141,089       140,054       196,816  

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

    1.15       1.26       1.25       1.24       1.74  

 

(1) Biological assets refer to our forests and long-standing trees (current and non-current).
(2) Includes capital expenditures in respect of property, plant and equipment and biological assets accrued for the period. Excludes acquisitions of companies.
(3) 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

 

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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.

 

     As of and for the year ended December 31,  
     2016     2015     2014     2013     2012  
     (in thousands of U.S. dollars)  

Net income

     217,577       367,711       144,173       418,577       143,541  

(+) Finance costs

     258,467       262,962       246,473       232,843       236,741  

(-)  Finance income

     (29,701     (50,284     (30,772     (19,062     (23,476

(+) Income Tax

     45,647       129,694       448,652       130,357       166,787  

Adjusted EBIT

     491,990       710,083       808,526       762,715       523,593  

(+) Depreciation and amortization(*)

     409,387       400,145       353,434       317,647       252,381  

EBITDA

     901,377       1,110,228       1,080,362       1,061,362       775,974  

(+) Fair value cost of timber harvested

     340,199       306,673       353,273       320,894       311,821  

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

     (208,562     (210,479     (284,497     (269,671     (243,295
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(+) Exchange rate differences

     3,935       41,171       9,961       11,797       17,245  

(+) Others(**)

     15,193       34,850       31,512       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     1,052,142       1,282,443       1,272,209       1,143,382       861,745  

 

(*) See Note 3 of our audited consolidated financial statements for more detail on amortization and depreciation.
(**) “Others” includes other non-cash expenses or gains. For 2016, 2015, and 2014 “Others” included provision for forestry losses.

 

(4) Average debt is calculated as the average of total debt between the beginning and the end of the applicable year.
(5) Total debt is calculated as the sum of other current financial liabilities and other non-current financial liabilities, less hedging instruments.
(6) Capitalization is calculated as total debt, including accrued interest, plus total equity.
(7) Working capital is calculated by subtracting current liabilities from current assets.

 

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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.$  

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  

2016

     730.31        645.22        676.67        669.47  

Months (2016-2017)

                           

November

     679.24        650.72        666.46        673.54  

December

     677.11        649.40        666.97        669.47  

January

     673.36        646.19        660.09        646.19  

February

     648.88        638.35        643.34        648.88  

March

     669.52        650.98        661.86        663.97  

April (through April 25)

     663.97        647.47        654.61        660.04  

 

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 25, 2017, the observed exchange rate, as published in the Official Gazette on April 26, 2017, was Ch$660.04 to U.S.$1.00.

 

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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 and timber products in the Chilean, Argentine, Brazilian, Uruguayan and North American export markets, international prices for forestry and sawn timber, 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.

 

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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 sawn timber products 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.

During the period from January 1, 2012 to December 31, 2016, 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.$933.68 per tonne in November 2014. NBSK prices averaged U.S.$814.35 per tonne in 2012, and U.S.$856.91 per tonne in 2013. Throughout 2014, NBSK prices maintained a steady upward trend, reaching U.S.$932.15 per tonne in mid-January 2015, mainly driven by increased demand from China. Throughout 2015 and during the first half of 2016, NBSK prices followed a downward trend, decreasing to U.S.$789.2 per tonne at the end of April 2016, as China began to change its economic structure from export-driven growth to domestic-demand-driven growth. In addition, the price gap between both fibers increased, creating incentives for pulp customers to switch from softwood to hardwood, and adding downward pressure to prices. For the remainder of 2016, prices slightly recovered and finally stabilized, ending the year at U.S.$808.83 per tonne.

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, or “BEKP”), prices ranged from a low of U.S.$648.85 per tonne in January 2012 to a high of U.S.$820.91 per tonne in June 2013. In 2014, two new short fiber pulp mills entered the market 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. Thereafter, BEKP began an upward trend, reaching U.S.$811.17 per tonne in November 2015, following increased demand, particularly from China, which was able to absorb the increased supply. However, the expectation of additional supply during 2016 and especially in 2017 continued to place downward pressure on prices, which reached their lowest level of 2016 in December 2016, at U.S.$652.58 per tonne. A new pulp mill located in Indonesia began its ramp-up in November 2016. With an annual capacity of 2.8 million tonnes, it is currently the largest pulp mill worldwide. As the ramp-up of new capacity has been delayed, pulp prices have started to increase during the first part of 2017, reaching U.S.$722.11 per tonne at the end of March 2017.

Although timber products 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 average prices to decrease. Markets recovered during 2016, although Latin American exports continued to affect prices in countries such as the United States. 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.

 

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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 timber 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 timber 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 timber 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 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.

The financial and economic crisis that affected several European countries between 2009 and 2012 caused a general economic downturn in Europe, which negatively affected the banking and credit systems, employment and production. Thus, demand and prices for pulp and timber 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 timber products. A similar trend continued throughout 2016, although certain of these currencies recovered compared to the previous year.

Export sales of our timber products to Asia accounted for 8.3% of our revenue in 2016 compared to 9.1% in 2015 and 13.7% in 2014, and export sales of our timber products to North America accounted for 23.4% of our revenue in 2016 compared to 23.2% in 2015 and 21.7% in 2014.

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 2016, export sales, defined as sales out of the country where our goods were produced, accounted for 62.8% of our total revenues. During this period, 51.9% of our export sales were to customers in Asia and Oceania, 21.0% to customers in North America, 10.9% to customers in Europe, 10.0% to customers in Central and South America and 6.2% 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.

 

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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, the Licancel Mill and the Constitución 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

 

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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 Rios (Association for the Development of Los Rios Region) CODEPROVAL (for its acronym in Spanish) and the local company Forestal Calle Calle S.A. The Third Environmental Court ruled in our favor on September 29, 2016, declaring the invalidity of the Norm. This decision was challenged by the government before the Supreme Court and a final ruling is expected during 2017.

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. In 2016, the Moncure mill was subject to an administrative proceeding for alleged infringements by the North Carolina Department of Environmental Quality (NCDEQ), which is currently ongoing. Corrective actions have been either proposed or executed, including ongoing training, the installation of alarms/interlocks and the installation of certain control devices. These actions are expected to begin and/or be completed by the end of 2017. 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.”

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.

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 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 certain paragraphs of Exempt Resolution No. 27/2010 (establishing effluent discharge limits for 13 parameters). 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

 

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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. 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 (which has already been completed); (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, in 2016 the Superintendence of the Environment initiated four administrative proceedings against the Valdivia, Nueva Aldea, Licancel and Constitución mills. The proceedings against the Valdivia Mill are ongoing, and may result in material administrative fines or sanctions, the revocation of environmental authorizations or the temporary or permanent closure of facilities. The Nueva Aldea and Constitución mills decided to submit compliance programs according to applicable regulations, both of which were approved by the Superintendence of the Environment. These programs require the mills to implement actions and/or make certain investments in connection with the charges made by the Superintendence. Once these activities have been completed, the proceedings will end. With regards to the Licancel Mill, the Company filed its defense in June 2016. In February 2017, the Superintendence of the Environment found the Licancel Mill liable for three out of four charges and imposed a fine of 239 UTA (approximately U.S.$205,000). This decision was appealed before the above Superintendence. A final decision by the Superintendence is expected in 2017.

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.

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, 2016, we had approximately U.S.$4.5 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.

 

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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;

 

   

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.

In January and February, 2017, wildfires, exacerbated by high temperatures, the action of the winds, low atmospheric humidity and the complexity of combatting multiple focal points that appeared simultaneously in different places, broke out in the central and southern regions of Chile, and in respect of the Company, in the Maule and Bío Bío regions. As a consequence of such fires, the Company has suffered the burning of approximately 80,000 hectares of forest plantations, which have a value in our accounting of approximately U.S.$240 million, according to IFRS accounting rules. The affected forest plantations represent approximately 6% of the IFRS value of the total of the forest plantations of the Company, and approximately to a 2% of the total assets of Arauco. The affected plantations will be managed by the Company in order to minimize the damage suffered as a consequence of the fires. It is estimated that this managing will permit a final recovery between 10% and 20% of the abovementioned accounting amount of U.S.$240 million. Additionally, the forest plantations affected by the fires have insurance coverage, with their corresponding deductibles and limitations. As a consequence, it is estimated that it will be possible to recover up to an amount of U.S.$35 million for this concept.

In turn, our El Cruce sawmill, which is owned by our subsidiary Maderas Arauco S.A., was also materially affected by the wildfires. El Cruce sawmill had a book value of approximately U.S.$4.5 million and an annual production capacity of 115,881 cubic meters, representing approximately 4.2% of our total sawmill production capacity at the time of the event. Although the El Cruce sawmill was insured, our insurance is subject to deductibles and caps.

 

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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. During the fourth quarter of 2016 and the first quarter of 2017, approximately 82,040 hectares of our forest plantations were affected.

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.

Our operations could be adversely affected by labor disputes.

Approximately 38% of our employees in Chile, 49% of our employees in Argentina, 25% 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, 2016. In the past, certain work slowdowns, stoppages and other labor-related disruptions have adversely affected our operations.

During 2016, in Chile we experienced seven stoppages caused by employees of our third-party contractors. We experienced stoppages in our Horcones complex caused by employees of our forestry contractors during February (lasting four days) and in April (lasting one day). Access to our El Colorado Saw Mill was blocked for three days in 2016. Our Viñales Saw Mill experienced three stoppages, each lasting one day, during the months of April, August and November 2016. During May 2016, our Constitución Mill had its access blocked for three days. In Uruguay, on June 4, 2016, our mill’s activity was suspended for five days when employees of our logistics contractors blocked the access to the mill.

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.

 

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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 Labor; 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 six 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, 2015 or 2016.

We renewed all collective-bargaining agreements that expired during 2016 in Chile. 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 companies. In the process, we hired 2,900 employees of these third-party companies. As of December 31, 2016, we had contracts with approximately 854 contractors, who employed approximately 22,165 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, 2016, 63.3% 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 2016, 59.9% of our revenues were attributable to our Chilean

 

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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 – affecting interest rates, inflation, tax rates or charges on imports and/or exports, among others – 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. 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 Superintendence 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, as amended on February 8, 2016 by Law No. 20,899, collectively known as the “Tax Reform”, introduced significant changes to the Chilean taxation system and strengthened the powers of the Servicio de Impuestos Internos (Chilean IRS) to control, prevent, and counter tax evasion. The Tax Reform contemplates, among other matters, changes to the corporate tax regime, creating two general tax regimes. Since January 1, 2017, Chilean companies are subject to the sistema parcialmente integrado (the partially integrated regime) or the sistema de renta atribuida (the deemed taxation regime). The partially integrated regime is the default regime for companies owned by legal entities and only those companies owned by natural persons or non-resident taxpayers are eligible to opt for the deemed taxation regime. As a consequence, the default regime applies to Arauco and its Chilean subsidiaries, that is, the partially integrated system. 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.

The Superintendence 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, 2015 and 2016, 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 the “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.

 

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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, 2016, 9.1% of our property, plant and equipment and forest assets were owned by our Argentine subsidiaries, and in 2016, 8.7% 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.”

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. Between 2001 and 2016, there have been several 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. In 2016, 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 announced its intention 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, 2016, 8.9% of our property, plant and equipment and forest assets were owned by our Brazilian subsidiaries, and in 2016, 7.4% 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.

 

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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;

 

   

real estate ownership restrictions;

 

   

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.

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 5.8% in 2012, 5.9% in 2013, 6.4% in 2014, 10.7% in 2015 and 6.3% in 2016, 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 47.7% in 2015 and appreciated by 16.4% in 2016. 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, 2017 the Brazilian real depreciated by 3.7% 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.

 

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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, 2016, 15.8% of our property, plant and equipment and forest assets were owned by Montes del Plata and its affiliates in Uruguay, and in 2016, 7.2% 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, 2016, 2.5% of our property, plant and equipment and forest assets were owned by our U.S. subsidiaries, and in 2016, 12.6% of our revenues were attributable to our U.S. subsidiaries. See “Item 4. Information on our Company—Description of Business.”

As of December 31, 2016, 0.4% of our property, plant and equipment and forest assets were owned by our Canadian subsidiaries, and in 2016, 4.2% 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.

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 on the level of economic activity, government and foreign exchange policies and political and economic developments in our principal export markets. In 2014, 2015 and 2016, 91.8%, 90.8% and 92.2%, respectively, of our total pulp sales, and 45.5%, 43.5%, and 44.5%, 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.

 

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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 Arauco in Chile 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.

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 from negative to stable. Also, the Baa3 note rating of our Argentinean subsidiary Arauco Argentina, was affirmed, and its outlook changed to stable.

On October 5, 2016, Fitch Ratings changed our ratings outlook from stable to negative, citing a slower-than-expected decline of our net leverage due to weak operational cash flows, which in turn were affected by lower pulp prices throughout the year.

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.

 

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Item 4. Information on our Company

DESCRIPTION OF BUSINESS

We believe that, as of December 31, 2016, we were one of Latin America’s largest forest plantation owners, and that we are Chile’s largest exporter of forestry and timber 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), Spain, Portugal, Germany and South Africa (via our 50% share in Sonae Arauco). As of December 31, 2016, we had more than 1.0 million hectares of plantations in Chile, Argentina, Brazil and Uruguay combined. During 2016, we harvested approximately 22.0 million cubic meters of sawlogs and pulplogs and sold approximately 7.9 million cubic meters of timber products, including sawn timber (green and kiln-dried lumber), remanufactured wood products, plywood and panels (medium density fiber board, or MDF, particleboard, or PBO, and high density fiber board, or HB). During 2016, we sold approximately 3.7 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, 2016, 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 6.5% share of the total world production capacity of bleached softwood kraft market pulp and a 24.1% 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 silvicultural 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.”

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

 

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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 Piên, 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 in the 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.

In November 2011, Centaurus Holdings S.A., a Brazilian company that is 51% owned by Klabin S.A. and 49% owned 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.

In 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.

In 2012, Arauco Panels USA, one of our U.S. subsidiaries, acquired 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, our wholly-owned forestry subsidiaries—Bosques Arauco S.A., Forestal Valdivia S.A., Forestal Arauco S.A., and Forestal Celco S.A.—were merged with and into Forestal Celco S.A. This process started on July 1, 2013, when Bosques Arauco was merged with and into Forestal Valdivia. Subsequently, on September 1, 2013, Forestal Valdivia was merged with and into Forestal Arauco. On December 1, 2013, Forestal Arauco was merged with and 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. owned 84.53% (at the time of the purchase mentioned below) and Empreendimentos Florestais Santa Cruz Ltda. owned 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.

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 timber segment, including panel and sawmill businesses.

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

 

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Tableros de Fibras S.A., was agreed, along with the name change to “Sonae Arauco”. According with the executed agreements, both Sonae and Arauco agreed to jointly control Sonae Arauco. On May 31, 2016, we closed the Sonae Arauco transaction. The price paid was the amount of €137,500,000 (equivalent to U.S.$153.1 million at the time of the purchase). Sonae Arauco and its subsidiaries produce 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 the aggregate, the production capacity of Sonae Arauco is 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.

On October 25, 2016, Arauco informed the approval by its board of directors of the commencement of the construction of the “MDP Grayling” project, which will be located in the State of Michigan, United States of America. Such project will be carried out by our U.S. subsidiary Flakeboard America Limited. The project comprises the construction and operation of a plant that will manufacture MDP. Arauco expects that the production capacity of the plant will be 800,000 cubic meters of finished product per year, of which approximately 300,000 cubic meters will be coated with melamine paper. Arauco expects that the Project will commence its operations by the end of 2018 and that its sales will exceed U.S.$200 million per year. The execution of this project requires an estimated investment of U.S.$400 million, which are expected to be financed with Arauco’s own resources.

 

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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, 2016.

 

     Country of
incorporation
   Total stock held  

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

   Mexico      99.9990

Arauco Argentina 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.

   The Netherlands      99.9990  

Arauco Middle East DMCC

   Dubai      99.9990  

Arauco Nutrientes Naturales SPA

   Chile      99.9484  

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      57.5404  

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.

   Chile      98.4744  

Forestal Concepción S.A.

   Panama      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 Gestão de Ativos Florestais S.A.

   Brazil      99.9990  

Maderas Arauco S.A. (Ex 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;

 

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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 timber 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,  
     2016      2015      2014  
     (in millions of U.S. dollars)  

Export Sales

        

Bleached pulp

   $ 1,628      $ 1,762      $ 1,714  

Unbleached pulp

     253        275        302  

Sawn timber

     400        419        538  

Remanufactured wood products

     218        231        204  

Plywood

     185        203        175  

Panels

     305        300        372  

Other

     2        4        1  
  

 

 

    

 

 

    

 

 

 

Total export revenue

   $ 2,991      $ 3,195      $ 3,306  
  

 

 

    

 

 

    

 

 

 

Domestic Sales

        

Bleached pulp

   $ 152      $ 197      $ 171  

Unbleached pulp

     7        8        9  

Sawn timber

     80        79        100  

Remanufactured wood products

     28        57        32  

Plywood

     42        37        34  

Panels

     1,229        1,297        1,340  

Logs

     63        88        121  

Chips

     21        18        20  

Electric power

     103        121        160  

Other

     44        50        50  
  

 

 

    

 

 

    

 

 

 

Total domestic revenue

   $ 1,770      $ 1,952      $ 2,037  
  

 

 

    

 

 

    

 

 

 

Revenue

   $ 4,761      $ 5,147      $ 5,343  
  

 

 

    

 

 

    

 

 

 

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

 

     Year ended December 31  
     2016      2015      2014  
     (in millions of U.S. dollars)  

Asia and Oceania

   $ 1,553      $ 1,673      $ 1,720  

North America

     627        656        661  

Europe

     326        236        354  

Central and South America

     299        482        353  

Other

     186        148        218  
  

 

 

    

 

 

    

 

 

 

Total

   $ 2,991      $ 3,195      $ 3,306  
  

 

 

    

 

 

    

 

 

 

 

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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. 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 refers to 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, 2016, our planted forests consisted of 67.9% radiata, taeda and elliottii pine and 29.9% 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 timber and the production of long-fiber pulp for sale to manufacturers of paper and packaging. Eucalyptus is used to produce short-fiber pulp for sale to manufacturers of paper and tissue.

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 2016, Arauco planted a total of 65,985 hectares and harvested a total of 63,078 hectares in Chile, Argentina, Brazil and Uruguay. We believe that our annual harvests and plantations, long-term sustainable equilibrium is approximately 72.8 thousand hectares.

 

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Our planted radiata pine forests are located in central and southern Chile, and most are located in close proximity to our major production facilities. As of December 31, 2016, our aggregate radiata pine holdings comprised 41% 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, 2016, we owned approximately 1.1 million hectares of land in Chile, of which 718 thousand hectares are forest plantations.

As of December 31, 2016, we owned approximately 263,384 hectares of forest and other land in Argentina, approximately 181,298 hectares of forest and other land in Brazil and approximately 122,609 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 (80%), globulus (6%), grandis (6%) and other species (8%). Of the total land we own in these four countries, approximately 144,734 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, 2016.

 

     As of December 31, 2016  
     Total      Distribution  
     (in hectares)      (percentage)  

Pine plantations (1)

     

0-5 years

     171,503        10.2

6-10 years

     160,528        9.6

11-15 years

     137,361        8.2

16-20 years

     136,014        8.1

21+ years

     90,839        5.4

Subtotal

     696,245        41.5

Eucalyptus plantations (2)

     306,593        18.3

Plantations of other species

     22,119        1.3

Subtotal of Plantations

     328,712        19.6

Land for plantations

     51,637        3.1

Land for other uses (3)

     599,308        35.8
  

 

 

    

 

 

 

Total (4)

     1,675,902        100.0
  

 

 

    

 

 

 

 

(1) All years are calculated from the date of planting.
(2) Approximately 76.7% 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 22,843 hectares for which we have the right to harvest but do not own the land, of which 15,939 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 1,675,902 hectares as of December 31, 2016. In the five years ending December 31, 2016, we purchased 32,637 hectares of land, of which 13,441 hectares were purchased in Chile, 8,109 in Brazil and 11,087 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.

 

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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, 2016, approximately 63% 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, 2016, 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 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.

 

     2016      2015      2014  
     (in hectares)  

Thinning

     16,229        14,003        12,574  

Pruning

     33,547        31,292        28,195  

Harvesting

     31,863        33,266        35,653  

 

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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, 2016, we had arrangements with more than 261 independent contractors that employed over 11,894 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: 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 minimize any fire damage to our forests. 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. Since 2015, this system has limited fire damage to our forests to an average of 5,788 hectares of the plantations per year. Prior to 2015, we suffered wildfires on December 31, 2011, which destroyed our Nueva Aldea plywood mill and approximately 8,200 hectares of our forest plantations. Furthermore, during January and February 2017, large forest fires affected Arauco’s plantations in the Maule and Bio Bio Regions in southern Chile. About 80,000 hectares of our forest plantations were damaged to some extent and our El Cruce Sawmill was destroyed as a result of these fires.

During the end of 2015 and during the first quarter of 2016, fires that affected our forest plantations destroyed 618 hectares. During the end of 2016 and the first quarter of 2017, approximately 82,040 hectares of our forest plantations were affected. 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 million cubic meters of logs during the year ended December 31, 2016, consisting of 9.3 million cubic meters of sawlogs, 7.3 million cubic meters of pine pulplogs and 5.4 million cubic meters of eucalyptus pulplogs and other logs. We did not export any pulplogs during 2016 because substantially all of the pulplogs from our forests were used in our pulp or panel mills. During 2016, our sawmills and panel mills used 7.7 million cubic meters of sawlogs. We also sold 1.3 million cubic meters of sawlogs to unaffiliated domestic sawmills during 2016.

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 1.8 million cubic meters of logs per year. The Nueva Aldea complex also includes a log merchandising facility, with an annual processing capacity of 1.6 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 2016. For the year ended December 31, 2016, pulp sales were U.S.$2.0 billion, representing 42.9% 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

 

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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.

Pulp Mills

As of December 31, 2016, 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 3.3 million tonnes of bleached pulp and 0.4 million tonnes of unbleached pulp in 2016.

All our pulp mills in Chile are certified under ISO 9001, ISO 14001 and under standard Chain of Custody FSC® and CERTFOR (PEFC Homologated). The Puerto Esperanza Pulp Mill in Argentina is certified under ISO 14001, OHSAS 18001 and Chain of Custody FSC®. The Montes del Plata Mill is certified under 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,  
     2016      2015      2014      2013      2012  
     (in thousands of tonnes)  

Chile

              

Arauco Mill (bleached)

              

Arauco I

     258        268        269        284        282  

Arauco II

     475        474        483        510        505  

Valdivia Mill (bleached)

     550        549        550        550        550  

Constitución Mill (unbleached)

     278        303        310        311        307  

Nueva Aldea Mill (bleached)

     999        934        985        944        882  

Nueva Aldea Mill (unbleached)

     —          —          —          3        —    

Licancel Mill (unbleached)

     152        152        150        147        137  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     2,712        2,681        2,747        2,749        2,663  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Argentina

              

Alto Paraná Mill (bleached)

     341        314        282        331        307  

Uruguay

              

Montes del Plata (bleached - 50%)

     643        608        240        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     3,695        3,603        3,269        3,080        2,970  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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.

 

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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.

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, 2016, 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 megawatts (“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.

 

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Uruguay

Montes del Plata. Located in Punta Pereira in the department of Colonia, Uruguay, the Montes del Plata Pulp Mill began operations in June 2014. The total investment was approximately U.S.$2.7 billion. The mill has an annual installed capacity of 1.3 million air dry tonnes (“AdT”) of bleached pulp. 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

     181        212        188        157        244        283  

Chemicals

     53        59        56        68        46        45  

Labor and Others(2)

     133        194        178        193        93        90  

Total cash cost

     366        465        422        418        383        418  

Transportation(3)

     30        43        76        43        49        59  

Marketing and Sales

     3        6        12        14        6        8  

Total delivered cost

     399        514        509        475        438        485  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Source: Hawkins Wright. The Outlook for Paper Grade Pulp Demand, Supply, Costs and Prices, December 2016.

(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 consider 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, 2016 equaled 57.3 million tonnes. Based on information published by Pulp and Paper Production Council, we believe that our production represented 5.3% of this market in 2016. During the year ended December 31, 2016, we exported 91.4% 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 world shipments of unbleached softwood kraft pulp of 2.0 million tonnes for 2016, according to Pulp and Paper Production Council, we are the world’s largest single producer of unbleached softwood market pulp, based on sales, with 21.9% of the total market in 2016. During the year ended December 31, 2016, 97.4% of our total unbleached market pulp sales (in terms of tonnes sold) 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.

 

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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,  
     2016      2015      2014  
     (in tonnes)  

Bleached Pulp

        

Asia and Oceania

     2,153,550        2,003,058        1,874,346  

Europe

     557,726        603,593        527,839  

North and South America

     399,195        435,287        416,539  

Other

     130,289        35,999        9,077  
  

 

 

    

 

 

    

 

 

 

Total

     3,240,760        3,077,937        2,827,801  
  

 

 

    

 

 

    

 

 

 

Unbleached Pulp

        

Asia and Oceania

     326,332        325,394        332,964  

North and South America

     94,288        116,613        100,352  

Europe

     4,618        6,795        11,270  

Other

     14,447        10,756        6,920  
  

 

 

    

 

 

    

 

 

 

Total

     439,684        459,558        451,505  
  

 

 

    

 

 

    

 

 

 

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 each quarter, of the years referenced.

 

     2016      2015      2014  
     (U.S.$ per tonne)  

Bleached Pulp

        

1Q

     570        644        690  

2Q

     590        643        670  

3Q

     564        652        668  

4Q

     558        610        644  

Unbleached Pulp

        

1Q

     594        619        704  

2Q

     608        600        705  

3Q

     573        628        678  

4Q

     574        621        664  

In accordance with customary pulp market practice, we do not have long-term sales contracts with our customers (except for 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, 2016, more than 230 customers. As of December 31, 2016, we employed 13 sales agents to represent us in more than 47 countries. We manage this worldwide sales network from our headquarters in Chile.

 

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Timber

We produce panels (fiberboard and particleboard), sawn timber (green, kiln-dried lumber and flitches), remanufactured wood products and plywood. For the year ended December 31, 2016, sales of timber totaled U.S.$2.5 billion, representing 52.2% of our total revenues.

Exports, which include sales to countries other than the countries in which the goods are produced, accounted for 43.5% of our total revenues of timber for the year ended December 31, 2016. We sell panels primarily to customers in North America, Brazil, Chile, Argentina and other countries in Latin America.

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

 

     Year ended December 31,  
     2016      2015      2014      2013      2012  
     (in thousands of cubic meters)  

Panels

     4,754        4,915        4,840        4,738        2,988  

Sawn timber

     1,944        2,079        2,361        2,284        2,009  

Remanufactured wood products

     442        422        429        411        413  

Plywood

     564        594        444        425        568  

Total

     7,704        8,010        8,074        7,858        5,978  

As of December 31, 2016, we owned and operated two panel mills, eight sawmills and two plywood mills in Chile; two panel mills and one sawmill in Argentina; two panel mills in Brazil; six panel mills in the United States; and two panel mills in Canada. Total aggregate installed annual production capacity as of December 31, 2016 was approximately 9.8 million cubic meters. 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 our sawmills are located near our pine plantations. As of December 31, 2016, 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 434,843 cubic meters of remanufactured wood products in 2016.

Two acquisitions 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. 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 2015, we agreed to purchase a 50% of Sonae Arauco for a total purchase price of €137.5 million (equivalent to U.S.$153.1 million), comprising the following operations: (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. The transaction closed on May 31, 2016.

Our panel mills in Chile are certified under standard Chain of Custody FSC® (License Code FSC-C119538), which includes two panel mills. Also, our eight sawmills, two plywood mills and the remanufacturing facilities are certified under the Chain of Custody FSC® standard (License Code FSC-C119538). Additionally, all our timber mills in Chile are certified under CERTFOR (PEFC homologated).

In North America, all 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 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 (Jaguariaiva and Piên) are certified under the Chain of Custody FSC® standard (License Code FSC-C010928 and FSC-C118530), the Environmental Management System ISO 14001 standard and the Occupational Health and Safety Assessment Series (OHSAS) 18001 standard.

 

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Chile

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.

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 built on the same site as the original mill, which was destroyed as a result of the 2011 wildfires in the Bio-Bio Region of Chile. The new Nueva Aldea Mill started operating on December 18, 2013. It has an annual production capacity of 360,000 cubic meters of plywood panels.

Cholguán Sawmill and Remanufacturing Facilities. This sawmill has installed annual production capacity of approximately 317,000 cubic meters of lumber, as well as drying kiln facilities with installed annual production capacity of approximately 273,000 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 an installed annual production capacity of approximately 273,000 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 175,000 cubic meters.

El Cruce Sawmill. This sawmill has an installed annual production capacity of approximately 116,000 cubic meters of lumber. Due to wildfires occurred during the months of January and February 2017 in Chile, the El Cruce Sawmill was destroyed.

Horcones I Sawmill and Remanufacturing Facility. This sawmill has an installed annual production capacity of approximately 484,000 cubic meters of lumber. It also has drying kilns with an installed annual capacity of approximately 362,000 cubic meters and a remanufacturing facility with an 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 242,000 cubic meters of lumber. It also has drying facilities with an installed annual capacity of approximately 167,000 cubic meters.

Nueva Aldea Sawmill. This mill has installed annual production capacity of approximately 431,000 cubic meters of sawn timber and is equipped with drying kilns with installed annual capacity of approximately 351,000 cubic meters.

Valdivia Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 464,000 cubic meters of lumber. It also has drying facilities with an installed annual capacity of approximately 336,000 cubic meters and a remanufacturing facility with installed annual 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 377,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual capacity of approximately 358,000 cubic meters and a remanufacturing facility with an installed annual capacity of approximately 101,000 cubic meters of remanufactured wood products.

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.

Piray Sawmill and Remanufacturing Facility. This sawmill has installed annual production capacity of approximately 358,000 cubic meters of lumber. It is also equipped with drying kilns with installed annual production capacity of approximately 308,000 cubic meters and a remanufacturing facility with installed annual production capacity of approximately 67,000 cubic meters of remanufactured wood products.

 

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Brazil

Jaguariaiva Mill. This mill produces MDF and has an installed annual production capacity of approximately 815,000 cubic meters of MDF panels through the first production line and 500,000 cubic meters of MDF panels through the second production line. Its total melamine lamination capacity is 280,000 cubic meters.

Piên 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 250,000 cubic meters of melamine lamination.

United States

Duraflake Mill. This mill located in Oregon, 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 600,000 cubic meters of PBO and 285,000 cubic meters of melamine lamination. An expansion project was completed in the fourth quarter of 2016, increasing the mill’s PBO production capacity by 104,000 cubic meters and melamine capacity by 153,000 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 Sainte 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.

Sonae Arauco

Sonae Arauco, of which we own 50%, and its subsidiaries produce 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 the aggregate, the production capacity of Sonae Arauco is 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.

 

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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, 2016, sales of forestry products were U.S.$86.5 million, representing 1.8% 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,  
     2016      2015      2014      2013      2012  
     (in thousands of cubic meters)  

Sawlogs

     1,328        1,793        2,262        2,149        2,250  

Pulplogs

     459        591        499        546        274  

Posts

     0        0        2        13        22  

Chips

     366        278        303        305        365  

Energy and 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, in Chile 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.

The following table sets forth, by country and mill, our energy producing facilities and their annual installed capacities, maximum generation, average consumption and surplus power as of December 31, 2016:

 

Country/Mill

   Installed  Capacity
(MW)
     Maximum
Generation
(MW)
     Average
Consumption
(MW)
     Surplus power delivered
to Power Grid

(MW)
 

Chile

           

Arauco

     127        105        81        24  

Constitución

     40        30        22        8  

Cholguán

     29        28        15        13  

Licancel

     29        20        14        6  

Valdivia

     140        115        54        61  

Horcones (gas/diesel)

     24        24        0        24  

Nueva Aldea I

     30        28        14        14  

Nueva Aldea II (diesel) (1)

     10        N.A.        0        N.A.  

Nueva Aldea III

     136        100        63        37  

Bioenergía Viñales

     41        31        9        22  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Chile

     606        481        272        209  
  

 

 

    

 

 

    

 

 

    

 

 

 

Uruguay

           

Montes del Plata (2)

     82        74        38        36  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Uruguay

     82        74        38        36  
  

 

 

    

 

 

    

 

 

    

 

 

 

Argentina

           

Piray

     38        23        15        8  

Esperanza

     40        35        40        0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Argentina

     78        58        55        8  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     766        613        365        253  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Nueva Aldea II does not have energy available to sell to third parties
(2) Considers 50% of joint venture Montes del Plata

 

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As of December 31, 2016, 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 plant 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 wood pulp 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, 2016, we had issued a total of 3.57 million CERs with our CDM projects. As of the date of this annual report, we have sold 1.6 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  
     2016      2015      2014      2013      2007-2012  

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

     109,844        827,971        403,317        488,475        1.67 million  

CERs sold or donated

     561,619        1,375        42,567        —          1.04 million  

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 its CERs generated between 2013 and 2020 to Vattenfall. This agreement provides for the sale of our carbon credits in the European compliance market, which is the largest carbon credit market currently in operation. In 2016, Arauco sold 560,267 CERs to Vattenfall Energy Trading Netherlands N.V. under the long-term agreement.

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). This project issued its first verified emission reductions (VERs) in early 2017.

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. It is expected that this project will issue its first CERs in the first half of 2018.

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.

Timber

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 mainly 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.

 

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

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 timber 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 45% of our aggregate export volume through this port in 2016;

 

   

Lirquén. A private port in Concepción in which we have an equity interest of 20.3% and through which we shipped 28% of our aggregate export volume during 2016; and

 

   

San Vicente. A state-owned port near the city of Concepción through which we shipped 27% of our aggregate export volume during 2016.

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.

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, 2016, we had approximately 86,620 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 Uruguay, our finished product of hardwood pulp is shipped mainly to Europe and Asia through our own Montes del Plata Mill port located next to the pulp mill in Punta Pereira, Colonia, Uruguay.

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 mainly through trucks, in addition to exporting products to the Caribbean, Central America and the Middle East.

 

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Description of Property

The following table presents our principal properties as of December 31, 2016.

 

Country

  

Forestry

  

Plants and Facilities

Chile   

1,108,611 total hectares

718,460 hectares of plantations

  

5 Pulp Mills

2 Panel Mills

2 Plywood Mills

8 Sawmills

4 Remanufacturing Facilities

Argentina   

263,384 total hectares

132,333 hectares of plantations

  

1 Pulp Mill

1 MDF Mill

1 PBO Mill

1 Sawmill

1 Remanufacturing Facility

1 Chemical Plant

Brazil   

181,298 total hectares

100,468 hectares of plantations

  

1 MDF Mill

1 MDF-PBO Mill

Uruguay (1)   

122,609 total hectares

73,696 hectares of plantations

   50% of 1 Pulp Mill
United States      

2 PBO Mills

3 MDF Mills

1 MDF-PBO Mill

Canada      

1 MDF Mill

1 MDF-PBO Mill

Portugal      

50% of 1 MDF Mill (2)

50% of 1 PBO Mill (2)

Spain      

50% of 1 MDF Mill (2)

50% of 1 PBO Mill (2)

50% of 1 Sawmill (2)

Germany      

50% of 2 MDF Mills (2)

50% of 1 MDF-PBO Mill (2)

50% of 1 PBO-OSB Mill (2)

South Africa      

50% of 1 PBO Mill (2)

50% of 1 PBO Mill (2)

 

(1) Corresponds to 50% of Montes del Plata.
(2) Corresponds to 50% of Sonae Arauco.

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

We carry a global insurance program, 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 each country: Argentina, Brazil, 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 per occurrence 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. We also have an annual self-insurance retention of U.S.$20 million, with a U.S.$10 million maximum per event. The deductible for Arauco North America, including physical damage and business interruption is U.S.$2.5 million, and the deductible for Brazil, including physical damage and business interruption is U.S.$1.5 million. All of our insurance policies covering our production plants, facilities and equipment in Chile, Argentina, Brazil, United States and Canada are carried by the Seguros Generales Suramericana S.A. (60.2%), Compañía de Seguros Generales Penta Mapfre S.A. (21.3%) and Ace Seguros S.A. (18.5%).

Also, we have contracted fire insurance policies for all of our Chilean forest holdings and nurseries but do not insure against pests or disease. In Argentina, we maintain fire insurance for 15,652 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

 

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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. Terms, deductibles and limits of our insurance policies in all the countries where we operate are consistent with industry practice, which in conjunction with the Company’s own resources, allow it to minimize these risks.

The forestry insurance for plantations located in Chile is carried by Seguros Generales Suramericana S.A. (60%) and Compañía de Seguros Generales Penta S.A. (40%), with a U.S.$50 million maximum limit and a deductible of U.S.$15 million per event. The insurance policies for plantations located in the Delta del Paraná, Argentina, are carried by Sancor Seguros and have a maximum limit of U.S.$7 million with a deductible of U.S.$140 thousand. Our insurance policies for some of our plantations located in Mato Grosso do Sul, Brazil, are carried by Fairfax Insurance and have a maximum limit of R$30 million with a deductible per event of R$1.5 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.”

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 on December 31, 2011. Our insurance covered the losses related to our forest plantations. We had a U.S.$1.0 million deductible for property damage and a 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.

 

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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, 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 ended December 31, 2016, our aggregate capital expenditures were U.S.$556.6 million, consisting primarily of U.S.$419.2 million for addition of property, plant and equipment and U.S.$137.4 million for the addition of biological assets.

For the year ending December 31, 2017, we have planned capital expenditures of U.S.$600 million, which principally include U.S.$240 million in maintenance of our existing mills, U.S.$230 million in expansion and other strategic initiatives, and U.S.$130 million in maintenance and acquisition of biological assets.

 

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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 Superintendence 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 Superintendence 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 Rios (Association for the Development of Los Rios Region) CODEPROVAL (for its acronym in Spanish) and the local company Forestal Calle Calle S.A. The Third Environmental Court ruled in our favor on September 29, 2016, declaring the Norm invalid. This decision was appealed by the government before the Supreme Court. A final ruling is expected during 2017.

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 Superintendence has served us with several requests for information. As stated above, in 2016 the Superintendence of the Environment initiated four administrative proceedings against the Valdivia, Nueva Aldea, Licancel and Constitución mills. The proceedings against the Valdivia Mill are ongoing, and may result in material administrative fines or sanctions, the revocation of environmental authorizations or the temporary or permanent closure of facilities. The Nueva Aldea and Constitución mills decided to submit compliance programs according to applicable regulations, both of which were approved by the Superintendence of the Environment. These programs require the mills to implement actions and/or make certain investments in connection with the charges made by the Superintendence. Once these activities have been completed, the proceedings will end. With regards to the Licancel Mill, the Company filed its defense in June 2016. In

 

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February 2017, the Superintendence of the Environment found the Licancel Mill liable for three out of four charges and imposed a fine of 239 UTA (approximately U.S.$205,000). This decision was appealed before the above Superintendence. A final decision by the Superintendence is expected in 2017.

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.” and Note 18 of our audited consolidated financial statements.

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 must 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.

 

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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 (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.

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” approved by the CONAF. Depending on the owner’s approved plan, as well as other factors, the subsidy provided by the fund may

 

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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 current discussions about 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 Opinion issued by the Office of the General Counsel to the Federal Government in August 2010, which has been the subject to several judicial challenges. Currently, there is a pending litigation before the Supremo Tribunal Federal (Highest Court in Brazil) to determine if the Federal Law No. 5,709/1971 is applicable to Brazilian companies with foreign shareholders, as it could arguably be contrary to the Brazilian constitution. In addition, the Government is expected to submit a bill to Congress addressing this subject. Our local counsel has advised us that although in their opinion these restrictions are not applicable to the transactions consummated by our Brazilian subsidiaries, they could apply to future transactions. We believe that our Brazilian operations are in material compliance with the applicable 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 must 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.

 

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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 MDF, PBO, HB, and plywood, and sawn timber 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 62.1% of our total revenue for the year ended December 31, 2015 and 58.1% of our total sales revenue for the year ended December 31, 2016. 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 timber 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 26.6% and 25.9%, respectively, of total timber products and forestry product revenues were export sales. In 2016, 92.2% of our total pulp revenues were export sales, and 26.7% of total timber products and forestry product revenues were also 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, 2016, 63.3% of our property, plant, equipment and forest assets were directly owned by Celulosa Arauco and Constitución S.A. and our Chilean subsidiaries, 9.1% by our Argentine subsidiaries, 8.9% by our Brazilian subsidiaries, 2.9% by our U.S. and Canadian subsidiaries and 15.8% by our joint operation in Uruguay. In 2016, 59.9% of our consolidated revenue was derived from our operations in Chile, 8.7% of our consolidated revenue was derived from our operations in Argentina, 7.4% of our consolidated revenue was derived from our operations in Brazil, 16.8% of our consolidated revenue was derived from our operations in the United States and Canada and 7.2% 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 1.9% in real terms during 2014, and in 2015 and 2016 it grew at rates of 2.3% and 1.6%, respectively. See “Item 3. Key Information—Risk Factors—Risks Relating to Chile.”

 

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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 0.5% in real terms during 2014, and in 2015, it grew at a rate of 2.6%. For 2016, the INDEC reported a negative growth of 2.3% in real GDP. In 2014 and 2015, the Argentine peso depreciated against the U.S. dollar by 30.7% and 51.7%, respectively. In 2016, the Argentine peso depreciated against the U.S. dollar by 20.9%.

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.    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 that remained in effect through December 31, 2016. Following the emergency declaration, the INDEC ceased publishing statistical data until a rearrangement of its technical and administrative structure was finalized. As of the date of this annual report, the INDEC has published certain revised data, including the CPI monthly data since May 2016 and foreign trade and balance of payment statistics. On June 29, 2016, the INDEC published a report including revised GDP data for the years 2004 through 2015.

Although reports published by the International Monetary Fund (IMF) stated that their staff used 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 November 9, 2016, the IMF Executive Board lifted its censure on Argentina, noting that Argentina had resumed the publication of data in a manner consistent with its obligations under the Articles of Agreement of the IMF. 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 0.1% during 2014, and decreased by 3.8% in 2015. In 2016, Brazil’s GDP decreased in real terms by 3.6%. In 2014 and 2015, the Brazilian real depreciated against the U.S. dollar by 10.8% and 47.7%, respectively. In 2016, the Brazilian real depreciated against the U.S. dollar by 16.4%. 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 3.2% in real terms during 2014, and in 2015 and 2016 it grew in real terms at rates of 0.4% and 1.5%, respectively. In 2014, the Uruguayan peso appreciated against the U.S. dollar by 12.8% but in 2015 it depreciated against the U.S. dollar by 23.2%. In 2016, the Uruguayan peso again appreciated against the U.S. dollar by 3.2%. 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 2.4% in real terms during 2014, and in 2015 and 2016 it grew in real terms at rates of 2.6% and 1.6%, respectively. 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 2.5% in real terms during 2014, and in 2015 and 2016 it grew in real terms at rates of 1.2% and 1.4%, respectively. The Canadian dollar depreciated against the U.S. dollar by 9.0% in 2014, 19.6% in 2015 and 3.8% in 2016. 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 except for pulp sales, which are priced in U.S. dollars; 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 2016, the value of the Chilean peso relative to the U.S. dollar increased 5.7% in nominal terms, based on the observed exchange rates

 

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on December 31, 2015 and December 31, 2016. The observed exchange rate on April 25, 2017, as published in the Official Gazette on April 26, 2017, was Ch$660.04 to U.S.$1.00. For information regarding historical rates of exchange in Chile from January 1, 2012, 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 significant part of our indebtedness is denominated in U.S. dollars. As of December 31, 2016, our U.S. dollar-denominated indebtedness was U.S. $4.5 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.

 

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

 

     Year ended
December 31, (1)
 

Product (2)

   2016      2015      2014  
     (U.S.$ per tonne) (3)  

Pulp

        

Bleached pulp

     549.5        636.7        666.8  

Unbleached pulp

     592.4        616.6        687.0  
     (U.S.$ per cubic meter) (3)  

Timber

        

Sawn timber

     246.8        239.8        270.0  

Remanufactured wood products

     556.1        686.4        549.6  

Plywood

     402.4        403.8        472.1  

Panels

     322.6        325.0        353.6  

Forestry Products

        

Logs

     35.3        36.9        43.9  

 

(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 3.4% 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 the short fiber pulp market with an annual production capacity of 1.3 million tonnes. During the first half of 2015 the short fiber market remained stable, with a peak price of U.S.$ 811.2 per tonne in October 2015. 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. Expectations of new supply during 2016 and especially in 2017, continued to pressure prices down, reaching their lowest level for 2016 in December 2016, at U.S.$652.58 per tonne. A new pulp mill located in Indonesia began its ramp-up in November 2016. With an annual capacity of 2.8 million tonnes, it is currently one of the largest pulp mills worldwide. Throughout 2015 and the first half of 2016, NBSK prices followed a downward trend, reaching U.S.$789.2 per tonne at the end of April 2016. For the remainder of the year, prices slightly recovered and stabilized, finishing the year at U.S.$808.83 per tonne.

 

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Prices of NBSK

The following table sets forth the prices for NBSK for the years indicated, as well as the variation with respect to the previous year, as listed on the NBSK index for the periods indicated:

 

List Price as of

December 31,

          Change YoY  

2013

   U.S.$ 906.48        12.0

2014

     932.06        2.8

2015

     808.36        (13.8 )% 

2016

     808.83        0.7

Prices of BEKP

The following table sets forth the prices for BEKP for the years indicated, as well as the variation with respect to the previous year, as listed on the BEKP index for the periods indicated:

 

List Price as of

December 31,

          Change YoY  

2013

   U.S.$ 769.73        (0.8 )% 

2014

     742.90        (3.5 )% 

2015

     788.91        6.2

2016

     652.58        (17.3 )% 

Prices of UKP

The following table sets forth the market price of UKP for the years indicated, as well as the variation with respect to the previous year:

 

Price as of December 31,

          Change YoY  

2013

     721.5        23.8

2014

     650.4        (9.9 )% 

2015

     601.7        (7.5 )% 

2016

     573.82        (4.6 )% 

Forestry and Timber Prices

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

During 2012, average sales prices in our timber 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 timber products segment increased 1.0%. The average price of panels increased 0.5%.

During 2014, all sawn timber 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 timber products declined by 8.0% and 0.9% 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). In addition, we 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.

 

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During 2016, average prices for our panels and sawn timber declined by 0.7% and 2.7% respectively, in each case compared to 2015. Sales volumes decreased compared to 2015, with panels sales volume dropping by 3.3% and sawn timber sales volume dropping by 4.6%. Argentine markets continued to be pressured during 2016, and opportunities to export to other countries were limited. Brazilian markets followed a similar trend, although there were higher export opportunities, where the depreciation of their local currency against the U.S. dollar made costs more competitive. These export opportunities were mainly to North America, where higher supply volumes entered the market, partially offset by healthy demand throughout the year. Our new commercial sales office in the Middle East also enabled us to reach new customers and have a better presence in those markets.

Prices for our forestry and sawn timber 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.

Cost of sales increased 9.2% during 2012 as a result of increased sales volume in all 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 timber 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 BSKP and BEKP 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.

 

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In 2016, our cost of sales decreased by 0.4% when compared to 2015. The cost of chemical products and energy and fuels for use during our production process decreased by 11.2% and 18.9% respectively, in each case compared to 2015. Energy prices followed a downward trend during the entire 2016, while fuel prices continued at levels much lower than their historical average (despite certain recovery in price levels during the second half of the year). Lower forestry labor costs also allowed for lower total cost of sales. A partially offsetting factor was the cost of timber which increased by 14.9% mostly as a result of our increase in sales volume in our pulp segment by 4.0% and an increase in the fair value cost of timber harvested by 10.9%.

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.

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.

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 to calculate present value. See Note 17 to our audited consolidated financial statements.

 

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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, 2016. 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, 2014, 2015 and 2016. 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, 2014, 2015 and 2016 included elsewhere herein. The audited consolidated financial statements included herein are prepared in U.S. dollars and in accordance with IFRS. The Timber segment was created following the merger of the companies Paneles Arauco S.A. (successor), Aserraderos Arauco S.A. and Arauco Distribución S.A, from the two business segments previously known as panels and sawn timber. This transaction had no effect on results and was performed to generate greater synergies, share best practices and achieve better results for our clients. See Note 14 and Note 24 to our audited consolidated financial statements.

 

     For the year ended December 31,  
     2016      2015      2014  
     Sales     %     Volume      Sales     %     Volume      Sales     %     Volume  
     (in millions of U.S. dollars, except where indicated)  

Revenue

                    

Pulp

                    

Bleached pulp(1)

     1,780.6       37.4     3,240.8        1,959.7       38.1     3,077.9        1,8885.5       35.3     2,827.8  

Unbleached pulp(1)

     260.5       5.5       439.7        283.4       5.5       459.6        310.2       5.8       451.5  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     2,041.1       42.9     3,680.4        2,243.1       43.6       3,537.5        2,195.7       41.1       3,279.3  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Timber

                    

Panels(2)

     1,533.6       32.2       4,753.9        1,597.2       31.0       4,914.8        1,711.7       32.0       4,840.1  

Sawn timber(2)

     479.8       10.1       1,943.8        498.4       9.7       2,078.9        637.6       11.9       2,361.5  

Remanufactured wood products(2)

     245.5       5.2       441.6        287.5       5.6       418.8        235.9       4.4       429.3  

Plywood

     226.9       4.8       563.9        239.9       4.7       594.1        209.6       3.9       443.9  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     2,485.8       52.2     7,703.2        2,623.0       51.0     8,006.6        2,794.7       52.3     8,078.3  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Forestry

                    

Logs, net(2)

     63.1       1.3       1,787.5        87.9       1.7       2,384.3        121.2       2.3       2,760.9  

Chips

     20.8       0.4       366.2        17.6       0.3       277.6        19.5       0.4       302.5  

Other

     6.1       0.1       7.8        3.8       0.1       15.7        2.1       0.0       44.0  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

     90.0       1.9     2,161.4        109.2       2.1     2,677.6        142.8       2.7     3,107.4  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Energy

     103.4       2.2          121.1       2.4          159.9       3.0    

Other

     41.1       0.9          50.4       1.0          49.5       0.9    
  

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

   

Total revenue

     4,761.4       100        5,146.7       100        5,342.6       100  
  

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

   

Cost of sales

                    

Timber

     (736.4          (641.8          (809.0    

Forestry labor costs

     (600.3          (636.1          (655.3    

Maintenance costs

     (313.5          (305.7          (278.3    

Chemical costs

     (479.3          (539.9          (541.3    

Depreciation

     (378.0          (371.9          (323.3    

Other costs of sales

     (991.4          (1,016.1          (1,047.0    
  

 

 

        

 

 

        

 

 

     

Total cost of sales

     (3,498.9          (3,511.4          (3,654.1    
  

 

 

        

 

 

        

 

 

     

Gross profit

     1,262.5       26.5        1,635.3       31.8        1,688.5       31.6  

Other income

     257.9            273.0            368.9      

Distribution costs

     (496.5          (528.5          (556.8    

Administrative expenses

     (474.5          (552.0          (550.8    

Other expenses

     (77.4          (83.4          (138.8    

Other gains (losses)

     0.0            0.0            0.0      

Financial income

     29.7            50.3            30.8      

Financial costs

     (258.5          (263.0          (246.5    

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

     23.9            6.7            7.5      

Exchange rate differences

     (3.9          (41.2          (10.0    

Income before income tax

     263.2            497.4            592.8      

Income tax

     (45.6          (129.7          (448.7    

Net income

     217.6            367.7            144.2      

 

(1) Volumes measured in thousands of tonnes. Does not include subproduct sales (i.e. energy, chemicals) which are presented in the pulp reportable segment in Note 24 in our audited consolidated financial statements.
(2) Volumes measured in thousands of cubic meters. Does not include subproduct sales (i.e. energy, chemicals) which are presented in the timber reportable segment in Note 24 in our audited consolidated financial statements.

 

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Year Ended December 31, 2015 Compared to Year Ended December 31, 2016

Revenue

Revenue decreased 7.5% from U.S.$5,146.7 million in 2015 to U.S.$4,761.4 million in 2016, primarily as a result of:

 

   

a 9.0%, or U.S.$202.0 million, decrease in revenue from pulp;

 

   

a 5.2%, or U.S.$137.2 million, decrease in revenue from timber;

 

   

a 17.6%, or U.S.$19.2 million, decrease in revenue from forestry products.

Pulp. Revenue from bleached and unbleached pulp decreased 9.0% from U.S.$2,243.1 million in 2015 to U.S.$2,041.1 million in 2016, reflecting a 9.0% decrease in sales volume and a 2.3% decrease in average prices. Sales of bleached pulp decreased 9.1% due to a 13.7% decrease in average prices, partially offset by a 5.3% increase in sales volume. During 2016, the gap between softwood and hardwood prices increased but prices remained stable during the last quarter. Hardwood prices followed a downward trend during the whole year due to an increase of supply to the market and lower expected demand. A pulp mill in Indonesia, with capacity of 2.8 million tonnes of hardwood pulp (currently the largest pulp mill worldwide) was set to start operations by the end of 2016. However, as we reached the second semester of 2016, it became clear to the market that the startup of the new mill would be delayed, thus taking pressure off prices. Demand also started picking up in China driven by the revitalization of its exports and price inflation. Softwood prices remained fairly stable after a drop during the first two quarters of 2016, along with stable demand. Revenue from unbleached pulp decreased 8.1% during 2016, mainly due to a 3.9% decrease in average prices and a 4.3% decrease in sales volume.

Timber. Revenue from timber decreased 5.2% from U.S.$2,623.0 million in 2015 to U.S.$2,485.8 million in 2016. This decrease in revenues was primarily due to a 3.8% decrease in sales volume and a 1.5% 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 Brazil and other countries with depreciated currencies, which in turn increased competition. Argentina showed a decline in prices and sales volume in PBO and MDF, mainly due to the economic downturn and difficulties exporting these items to other countries.

Revenue from sawn timber decreased 3.7%, from U.S.$498.4 million to U.S.$479.8 million due to a 6.5% decrease in sales volume, partially offset by a 2.9% increase in average prices. After a weak first quarter, sawn timber markets recovered over the rest of 2016, although not reaching the same revenue levels of 2015. Asia showed an overall healthy demand for our sawn timber products, although competition increased from countries with depreciated currencies. Remanufactured products revenue decreased 14.6% from U.S.$287.5 million in 2015 to U.S.$245.5 million due to a 19.0% decrease in average prices, partially offset by a 5.4% increase in sales volume. Plywood revenue decreased 5.4% from U.S.$239.9 million in 2015 to U.S.$226.9 million in 2016, with sales volumes decreasing 5.1% and prices decreasing 2.3%. The North American market maintained its dynamism, with the Housing Starts index maintaining its positive trend during 2016, which resulted in a sustained demand for sawn timber products.

Forestry products. Revenue from forestry products decreased 17.6% from U.S.$109.2 million in 2015 to U.S.$90.0 million in 2016. This decrease was primarily the result of a U.S.$24.8 million decrease in the revenue of log sales, driven in turn by a U.S.$8.8 million decrease in sales in sawlogs, and a U.S.$16.0 million decrease in sales in pulplogs.

 

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Other revenue. Revenue from other sources, consisting mainly of sales of energy and chemicals, decreased 15.7% from U.S.$171.4 million in 2015 to U.S.$144.4 million in 2016. This was primarily a result of a U.S.$17.7 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 0.4% from U.S.$3,511.4 million in 2015 to U.S.$3,498.9 million in 2016, primarily as a result of a 3.8% decrease in sales volume of our timber products, which in turn decreased forestry labor costs by 5.6%. Costs of energy and fuel used in our operations decreased by 18.9% compared to 2015, as well as costs of energy we sold back to the power grid which decreased by 4.1%, mainly driven by a decline in average prices of crude oil and its derivatives compared to 2015 average prices.

Gross Profit

As a percentage of total revenue, our gross profit decreased from 31.8% in 2015 to 26.5% in 2016, primarily as a result of a 7.5% decrease in sales revenue, while cost of sales declined slightly by 0.4%.

Other income

Other income decreased 5.6% from U.S.$273.0 million in 2015 to U.S.$257.9 million in 2016. Profits from changes in the fair value of our biological assets remained more or less stable, decreasing slightly by 0.9% compared to 2015. In addition, we generated no gains on business combinations achieved in stages compared to a gain of U.S.$8.2 million in 2015, due to the purchase of the remaining 51.0% of Novo Oeste in Brazil during the last quarter of 2015.

Distribution costs

Distribution costs decreased 6.1% from U.S.$528.5 million in 2015 to U.S.$496.5 million in 2016, primarily due to a decrease by 7.7%, or U.S.$29.6 million, in total shipping and freight costs. This decrease was explained by a decline in shipping and freight tariffs. As a percentage of revenue, distribution costs remained fairly stable, at 10.4% in 2016, compared to 10.3% in 2015.

Administrative expenses

Administrative expenses decreased 14.0% from U.S.$552.0 million in 2015 to U.S.$474.5 million in 2016. As a percentage of revenue, administrative expenses also decreased from 10.7% in 2015 to 10.0% in 2016.

Finance costs

Finance costs decreased 1.7%, from U.S.$263.0 million in 2015 to U.S.$258.5 million in 2016. Despite an increase in total debt when compared to 2015, the decrease in finance costs was mainly due to the issuance of a local bond in December 2016, which served to refinance short and/or long-term liabilities. During the rest of 2016 we continued to focus on our de leveraging process.

Exchange rate differences

Losses from exchange rate differences totaled U.S.$3.9 million in 2016. In particular, the depreciation of the Argentine peso affected our cash and cash equivalents and account receivables of our Argentine subsidiary. Since the functional currency of our Brazilian subsidiaries, Arauco do Brasil S.A. and Arauco Forest Brasil S.A., is the Brazilian real, the depreciation of the Brazilian real also generated a loss given that their 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.$45.6 million in 2016 compared to U.S.$129.7 million in 2015. This decrease is mainly attributable to lower revenues which in turn decreased by 7.5% or U.S.$385.4 million compared to 2015. The decrease is also attributable to a direct credit in 2016 of approximately U.S.$16.7 million which positively impacted our income tax expense, as a result of a net increase in deferred tax assets attributable to the carry forward of unused tax losses after the restructuring of Novo Oeste, acquired at the end of 2015. 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 Superintendence of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.

 

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Net income

Net income in 2016 decreased 40.8% from U.S.$367.7 million in 2015 to U.S.$217.6 million in 2016. Lower sales in all of our business segments decreased our gross profit by 22.8% or U.S.$357.8 million. Lower distribution costs and administrative expenses partially offset this effect. 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 Superintendence of Securities and Insurance, or SVS, modified accounting reporting standards for companies under its supervision in October 2014.”

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

Revenue

Revenue decreased 3.7% from U.S.$5,342.6 million in 2014 to U.S.$5,146.7 million in 2015, primarily as a result of:

 

   

a 23.5%, or U.S.$33.6 million, decrease in revenue from forestry products;

 

   

a 6.1%, or U.S.$171.7 million, decrease in revenue from timber; 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.

Timber. Revenue from timber decreased 6.1%, from U.S.$2,794.7 million in 2014 to U.S.$2,623.0 million in 2015. This decrease in revenues was primarily due to a 5.3% decrease in average prices and 0.9% decrease in sales volume. 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.

Revenue from sawn timber, remanufactured wood products and plywood decreased 5.3% from U.S.$1,083.1 million in 2014 to U.S.$1,025.9 million in 2015, primarily as a result of a 4.4% decrease in sales volume, partially offset by a 0.9% 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 sawn timber 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 timber, 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.

 

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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 Superintendence 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.

 

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We also have access to two committed credit facility lines, which total U.S.$315 million. The first line has an available amount of UF2,885,000, or approximately U.S.$115.0 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.

Cash Flow from Operating Activities

Our net cash flow provided by operating activities was U.S.$773.6 million in 2016 and U.S.$853.7 million in 2015. This decline was principally due to a 12.4% decrease in the collection of sales of goods and services. This was partially offset by U.S.$345.6 million decrease in payments to suppliers for goods and services.

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.

Cash Flow Used in Investing Activities

Our net cash used in investing activities was U.S.$640.2 million in 2016 and U.S.$477.8 million in 2015. This increase was principally due to higher capital expenditures, including U.S.$51.2 million for the water treatment plant in our Arauco Mill; U.S.$153.1 million for the acquisition of 50% of Sonae Arauco; and U.S.$ 16.0 million as the “MDP Grayling” project in Michigan began its construction phase.

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.

Cash Flow Used in Financing Activities

Our net cash used in financing activities was U.S.$38.5 million in 2016, compared to U.S.$812.2 million used in 2015. During 2016, we received U.S.$737.7 million in loan proceeds, and we paid U.S.$645.2 million of principal and interest on our debt, including U.S.$72.0 million in payment of principal of loans made in connection with the construction of the Montes del Plata Mill. In addition, we paid U.S.$130.6 million in dividends.

Our net cash used in financing activities was U.S.$812.2 million in 2015, compared to the 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.

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.

 

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The following table sets forth certain contractual obligations as of December 31, 2016, 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)

     656,599        1,326,133        1,097,183        2,091,941        5,171,856  

Purchase obligations (2)

     57,043        5,722        —          —          62,765  

Capital (finance) lease obligations

     40,400        50,559        23,027        —          113,986  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     754,042        1,382,414        1,120,210        2,091,941        5,348,607  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes estimated interest payments related to debt obligations based on market values as of December 31, 2016. In the case of floating rate debt, interest rate is calculated using the current index setting in place as of December 31, 2016, and assume no changes in the year-end index for any of the future periods. 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, 2016, the average spread for our U.S. dollar floating rate debt over six-month LIBOR was 1.80%. Approximately 12.9% of our total debt is floating rate debt as December 31, 2016.
(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 2016, 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.$153.1 million for the acquisition of Sonae Arauco;

 

   

U.S.$51.2 million for the new water treatment plant in the Arauco Mill;

 

   

U.S.$20.8 million for the “MDP Grayling” project.

Financing Activities

During 2016, our principal financing activities were as follows:

On December 1, 2016, Arauco issued local bonds in Chile for UF 5.0 million, equivalent to U.S.$201.4 million. These bonds are denominated in UF and have a 10-year tenor.

As of December 31, 2016, our current portion of our bank debt was U.S.$195.6 million of which 97.5% was U.S. dollar-denominated. As of December 31, 2016, our total non-current portion of our bank debt was U.S.$718.7 million of which 97.5% was U.S. dollar-denominated.

As of December 31, 2016, we also had total capital markets borrowings (including the current portion of such debt) of U.S.$4.5 billion, 68.3% of which were U.S. dollar-denominated.

As of December 31, 2016, the weighted average maturity of our non-current debt was 5.64 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, 2016, the average spread for our U.S. dollar floating rate debt over six-month LIBOR was 1.80%. As of December 31, 2016, the average interest rate for our U.S. dollar fixed rate debt was 5.19%. These average rates do not reflect the effect of swap agreements.

As of December 31, 2016, we guaranteed obligations of U.S.$494.5 million related to Montes del Plata, U.S.$270.0 million related to Arauco Argentina and U.S.$19.0 million related to Arauco Forest Brasil and Mahal.

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, 2016 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.

 

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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, 2016. Our U.S. dollar-denominated bonds do not contain financial covenants.

 

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OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

 

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TREASURY MANAGEMENT

We manage the treasury activities of all 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, Uruguayan, 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.

 

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HEDGING

We periodically review our exposure to risks arising from fluctuations in foreign exchange rates and interest rates and decide, on a case-by-case basis, at our senior management level whether 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 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—U.K.

     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—U.K.

     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—U.K.

     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—U.K.

     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  

Santander—Chile

     5,000,000        201,340,031        15-11-2016        15-11-2026  

TOTAL

     29,000,000        1,214,300,605        

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, 2016, represented a liability of U.S.$80.3 million as compared to December 31, 2015, when they represented a liability of U.S.$205.6 million.

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

DNB Bank ASA

   USD    59,077,208(1)

 

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

The fair value of this agreement as of December 31, 2016, represented an asset of U.S.$650,657 for Arauco. The 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).

 

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Forward Agreements

As of December 31, 2016, we have outstanding forward agreements in 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 Colombia

     USD-COP        5,000,000     28-10-2016    11-01-2017

BBVA Colombia

     USD-COP        4,000,000     18-11-2016    09-02-2017

BBVA Colombia

     USD-COP        7,000,000     13-12-2016    10-03-2017

Banco Santander Uruguay

     USD-UYU        16,600,000 (1)    —      —  

Citibank U.K.

     USD-UYU        3,200,000 (1)    —      —  

HSBC Uruguay

     USD-UYU        10,750,000 (1)    —      —  

 

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

The fair value of these agreements as of December 31, 2016, represented an asset of U.S.$2.8 million for Arauco, which includes 50% of total fair value, since these agreements were entered into by Montes del Plata (of which Arauco owns 50% of its shares).

Commodity Swap Agreements

We have also analyzed our exposure to risks associated with fluctuations in the prices of commodities, including fuel oil. As of December 31, 2016, we had outstanding the following commodity swap agreements to hedge fluctuations in the prices of fuel oil in Uruguay:

 

Bank    Exchange Rate      U.S.$ Notional Amount

JPMorgan Chase Bank, N.A.

     Fuel Oil No. 6      5,507,577(1)

DNB Bank ASA

     Fuel Oil No. 6      2,660,932(1)

Citibank U.K.

     Fuel Oil No. 6      377,563(1)

 

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

The fair value of these agreements as of December 31, 2016, represented an asset of U.S.$1.3 million for Arauco. The 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).

RESEARCH AND DEVELOPMENT

We spent U.S.$3.1 million in 2014, U.S.$2.6 million in 2015 and U.S.$2.7 million in 2016 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.

 

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TREND INFORMATION

From December 31, 2016 through March 31, 2017, the prices for softwood increased by 2.2%, reaching U.S.$826.26 per tonne in NBSK index, while prices for hardwood increased by 10.7%, to U.S.$722.11 per tonne in the BEKP index. The continued increase in Chinese demand has helped prices rise in both fibers, with softwood sharing the momentum hardwood prices have had over the last few months. Hardwood markets continue to be optimistic as inventory levels return to more balanced levels, and unexpected mill stoppages have pulled additional pressure off the supply side.

Demand for timber products has a positive outlook for the current year. In the case of panels, the United States continues its positive trend as the Housing Starts index is led by the strongest single-family homebuilding in nearly a decade. Although we expect new supply in the MDF markets as three new panel mills are expected to start operations during the year in Mexico, the market in the first quarter of the year remained stable. For Brazil, 2017 began with improved sales volumes compared to the previous quarters, even though the market remains unstable. The Argentine markets also shows signs of improvement compared to the previous year, and higher interest in public works is expected to boost demand. Sonae Arauco also shows increased sales, following the recovery of European markets. Prices for remanufactured products experienced improvements during the first months of 2017, although volumes have been depressed. In Chile, there is uncertainty regarding the real impact the forest fires have had on the internal wood supply, which would affect prices and volumes throughout the rest of the year. Demand from Asia and Oceania remained stable, which supported price increases. North America continues its overall stability, with the pressure of the increased supply from countries with depreciated currencies somewhat subsiding.

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.”

 

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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 2017, and their terms will be renewed in April 2020. 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

   30    Chairman    72

Roberto Angelini

   30    First Vice-Chairman    68

Jorge Andueza

   23    Second Vice-Chairman    68

Alberto Etchegaray

   23    Director    71

Eduardo Navarro

   9    Director    51

Timothy C. Purcell

   12    Director    57

Franco Mellafe

   2    Director    41

Juan Ignacio Langlois

   1    Director    49

Jorge Bunster(1)

   16    Director    64

 

(1) Jorge Bunster was Director from 1996-2010. He rejoined the Board of Directors in April 2017.

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 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.

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 chairman of the board of Abastible S.A. and Duragas S.A. and a member of the board of directors of COPEC, Solgas S.A., Corpesca S.A., Orizon S.A., Inversiones Alxar S.A., Inversiones Laguna Blanca S.A. and Inversiones del Nordeste. Mr. Navarro holds degrees in commercial engineering and economics, and a master’s degree in economics, all from the Catholic University of Chile.

 

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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 Forestal Arauco and 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 alternative 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.

Jorge Bunster served as a member of the Board of Directors of the Company between April 1994 and March 2010, when he voluntarily resigned to assume the position of Vice Minister of Foreign Trade at the Ministry of Foreign Affairs of Chile, and subsequently, on April 2012, as Minister of Energy until March of 2014. Mr. Bunster serves as a member of the boards of directors of COPEC, Orizon S.A. and Empresa Pesquera Eperva S.A.. Mr. Bunster holds degrees in commercial engineering and economics from the Catholic University of Chile and a master’s degree in business administration from IESE, Navarra University, Spain.

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)

  28    Chief Executive Officer    55

Cristián Infante

  21    President & Chief Operating Officer    50

Gianfranco Truffello

  22    Chief Financial Officer    49

Robinson Tajmuch

  26    Senior Vice-President Comptroller    60

Camila Merino

  6    Senior Vice-President Human Resources & EHS    49

Franco Bozzalla

  27    Senior Vice-President Wood Pulp & Energy    54

Charles Kimber

  31    Senior Vice-President Commercial & Corporate Affairs    55

Antonio Luque

  25    Senior Vice-President Timber & Panels    60

Alvaro Saavedra

  25    Senior Vice-President Forestry    61

Gonzalo Zegers

  9    Senior Vice-President International & Business Development    56

Felipe Guzmán

  8    General Counsel    47

 

(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 & Chief Operating Officer of Arauco, a position that was created by Arauco in July 2011. He joined Arauco in 1996 as a wood pulp 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 and Atlantic Region Managing Director. Mr. Infante holds a degree in civil engineering from the Catholic University of Chile.

 

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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 Pricewaterhouse. Mr. Tajmuch holds a degree in accounting and auditing from the Santiago University of Chile.

Camila Merino is the Senior Vice-President Human Resources & 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 Wood Pulp & 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 & 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 & 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 2016, 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.$1.8 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

   2016      2015  

Manuel Bezanilla

   U.S.$ 396,350      U.S.$ 173,830  

Roberto Angelini

     246,151        124,329  

Jorge Andueza

     246,151        124,329  

José Tomás Guzmán

     —          110,532  

Cristián Infante

     90,969        74,864  

Matías Domeyko

     79,425        63,336  

Jorge Garnham M.

     66,969        62,929  

José Rafael Campino

     85,874        55,196  

 

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Name

   2016      2015  

Alberto Etchegaray

     96,002        55,196  

Eduardo Navarro

     96,002        55,196  

Timothy C. Purcell

     96,002        55,196  

Franco Mellafe

     133,523        36,345  

Alvaro Saavedra

     23,544        19,528  

Nicolás Majluf

     —          14,018  

Jorge Serón

     11,544        11,528  

Robinson Tajmuch

     11,544        11,528  

Antonio Luque

     12,000        8,000  

Gonzalo Zegers

     12,000        8,000  

Franco Bozzalla

     —          7,616  

Pablo Ruival

     25,691        3,000  

Sergio Gantuz

     25,691        3,000  

Eduardo Zañartu

     —          2,932  

Juan Ignacio Langlois

     78,298        —    
  

 

 

    

 

 

 

Total Compensation

     1,833,730        1,080,428  
  

 

 

    

 

 

 

 

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Board Practices

In 2013, we created an audit committee, which was 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, 2016.

 

     2016      2015      2014  

Executives

     450        446        391  

Professionals and Technicians

     4,192        4,621        4,257  

Workers

     9,597        9,681        8,928  
  

 

 

    

 

 

    

 

 

 

Total

     14,239        14,748        13,576  

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 38% of our employees in Chile, 49% of our employees in Argentina, 25% 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, 2016. We negotiate collective bargaining agreements of two, three or four years’ duration with unionized employees.

We have stable employee relations in Chile, Argentina, Brazil, Uruguay, the United States and Canada. Our Chilean operations have not experienced any work stoppages in the last five years other than (i) seven separate occasions of blockades during 2016 which include stoppages in the Horcones complex for four days and another for one day; a three-day stoppage at the entrance of our El Colorado Sawmill; three one-day stoppages in our Viñales Sawmill; a three-stoppage in our Constitución Mill; (ii) four separate occasions of transportation contractors blocking the entrance of our Horcones Complex on January 13, February 17, March 24, and September 21, 2015; (iii) 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, (iv) 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, (v) a four-day stoppage at the Arauco plywood mill in January 2013, caused by employees of third-party contractors and (vi) 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.

 

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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 Labor; (iv) 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; (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 six 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. On June 4, the mill was detained after employees of our logistics contractors blocked the access for five days.

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

 

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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 5.9% 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.

 

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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 25, 2017, 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, 2016. As of April 25, 2017, 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, 2016 and April 25, 2017, the Angelini Group controlled Arauco through the ownership structure described above.

 

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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.

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

 

   

directors or officers of the 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 the 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.

 

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Item 8. Financial Information

See “Item 18—Financial Statements.”

EXPORT SALES

Export sales constituted 62.8% of our revenue for the year ended December 31, 2016. Our total export revenue for 2016 was U.S.$2,991.3 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.”

 

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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. The mill resumed operations in August 2005, after 64 days of suspended operations, at 80% of its authorized production capacity. 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 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”.

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 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, 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.

 

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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, 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.”

Tax Litigation 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 was 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.

On July 22, 2016, Argentine Law N° 27,260 was promulgated, which established a regime for the exceptional regularization of tax, social security and customs obligations that were at that time subject to judicial proceedings (the “Regularization Regime”).

In September 2016, and considering the significant advantages offered by the Regularization Regime, Arauco Argentina accepted participating in the regime in relation to the above-mentioned claim by AFIP. Entering the Regularization Regime meant for Arauco Argentina the exemption of the applicable fines as well as the release of a portion of accrued interests. As a result, the disbursement amounted to AR$ 248.5 million (approximately U.S.$16.6 million). Additionally, Arauco Argentina must carry out the payment of the costs and expenses to be determined by the courts, determination which is still pending at the time of this annual report. The decision to enter into the Regularization Regime required an unconditional release by Arauco Argentina in relation to the regularized obligations, as well as the release and waver of any action derived for it in the above proceedings. On November 1, 2016, the Supreme Court accepted Arauco Argentina’s release and ordered the return of the file to the competent court.

 

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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 (equivalent to U.S.$5,022 thousand), 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.

 

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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 Superintendence 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 was distributed on May 11, 2016. On November 22, 2016, our Board of Directors approved an interim dividend of U.S.$0.2613312999 per share, which was distributed on December 14, 2016. On April 25, 2017, our shareholders approved a final dividend of U.S.$0.52142834529 per share for 2016, which will be distributed on May 10, 2017.

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.

 

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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), which bylaws were approved 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 Maderas Arauco (formerly 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 Arauco (formerly 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 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.

 

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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 considered transacted at a special shareholders’ meeting pursuant to the Chilean law.

 

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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.

 

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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.

 

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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 are no longer required to inform the Central Bank of future issuances of bonds made through our Panamanian agency.

 

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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.

 

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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 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. At this time, it is not clear when the United States Senate 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%.

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 taxation on capital gains, provided that the sale or disposition occurs outside of Chile.

 

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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.

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

 

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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.

Specified Foreign Financial Assets

Certain United States Holders that own “specified foreign financial assets” with an aggregate value in excess of USD 50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include our Securities) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. United States Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Holders should consult their own tax advisors concerning the application of these rules to their investment in the Securities, including the application of the rules to their particular circumstances.

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.

 

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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, 2016, we had outstanding U.S.$4.5 billion of indebtedness, including accrued interest and discounts and costs of issuance, of which 87.1% bore interest at fixed interest rates and 12.9% bore interest at floating rates of interest. These average rates do not reflect the effect of swap agreements. 71.7% 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, 2016, 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.

The following table summarizes our debt obligations, as of December 31, 2016. 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, 2016.

 

     Average
Interest
Rate
    2017      2018      2019      2020      2021      Thereafter      Total
Debt
     Fair
Value
 
     (U.S.$ in millions)  

Interest

                         

Bearing Debt

                         

Fixed Rate

                         

(U.S.$-denominated)

     5.19     515.6        43.9        542.6        45.2        442.8        1,054.1        2,644.2        2,756.3  

(UF/CLP$-denominated)

     3.25     58.2        19.9        94.6        240.7        57.1        774.2        1,244.7        1,450.9  

(R$-denominated)

     8.70     4.7        1.9        3.7        2.5        1.2        1.0        15.1        15.1  

(Ar$-denominated)

     15.25     0.04        —          —          —          —          —          0.04        0.04  

Floating Rate

                         

(U.S.$denominated) LIBOR+

     1.80     118.3        337.9        40.7        40.7        40.4        21.1        569.1        577.7  

(R$-denominated) TJLP +

     10.43     0.2        1.0        3.9        3.9        2.9        —          7.9        7.9  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

       697.0        404.6        685.4        331.7        511.8        1,850.4        4,481.0        4,807.9  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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, 2016:

 

   

69.7% of our accounts receivable were denominated in U.S. dollars, 15.2% in Chilean pesos and 6.6% were denominated in Brazilian reals;

 

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88.5% of our cash and short-term investments were denominated in U.S. dollars, 1.8% were denominated in Chilean pesos, 0.7% in Argentine pesos and 8.1% in Brazilian reals;

 

   

68.3% of our debt was denominated in U.S. dollars before swaps; 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, 2016, 68.3% of our debt was denominated in U.S. dollars before swaps. As of December 31, 2016, 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.

 

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Commodity Risk

Prices for pulp, forestry and timber 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, 2016, we were party to derivative contracts to partially hedge our exposure to fuel oil in Uruguay, which include commodity swap agreements. 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.

 

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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, 2016. 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, 2016, 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, 2016.

 

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(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 2016 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. On December 20, 2016, we amended our code of ethics to incorporate provisions relating to the protection of corporate property, a declaration of Arauco’s five corporate values, an extension of the scope of persons who can inform breaches under the code of ethics and an amendment to the list of crimes for which the company may be liable, to include the crime of reception (delito de receptación).

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors PricewaterhouseCoopers Consultores Auditores SpA, or PwC, during the fiscal years ended December 31, 2015 and 2016.

 

     Year ended December 31,  
     2016      2015  
     (U.S.$ in thousands)  

Audit fees

   $ 2,185        1,718  

Tax fees

     823        443  

Other fees

     —          5  

Total fees

   $ 3,008        2,166  

Audit fees in the above table are the aggregate fees billed by PwC for the fiscal years ended December 31, 2015 and 2016, 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 PwC for the fiscal years ended December 31, 2015 and 2016, associated with tax compliance services in Chile, Brazil, Argentina, Uruguay and Mexico; and tax consultation services in Chile, Argentina, Spain and the United States.

Other fees in the above table are fees billed by PwC for the fiscal year ended December 31, 2015, in connection with a salary survey study performed in Uruguay.

 

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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.

It em 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Not applicable. Neither our stock nor our SEC-registered securities are listed on any stock exchange or other regulated market.

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.

 

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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).
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

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.

 

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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 28, 2017


Table of Contents

CONSOLIDATED

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


Table of Contents

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 consolidated statements 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 as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2016 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers
Santiago, Chile
April 25, 2017.


Table of Contents

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 income, comprehensive income, changes in equity, and cash flows (the “consolidated financial statements”) of Celulosa Arauco y Constitución S.A. and subsidiaries (the “Company”) for the year 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 consolidated financial statements based on our audit.

We conducted our audit 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 audit 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 audit of the consolidated financial statements provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of Celulosa Arauco y Constitución S.A. and subsidiaries for the year ended December 31, 2014, in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

 

/s/ Deloitte Auditores y Consultores Limitada
Santiago, Chile
April 21, 2015


Table of Contents

INDEX

 

     Page  

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

     F-1  

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

     F-3  

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

     F-4  

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

     F-5  

CONSOLIDATED STATEMENTS OF CASH FLOWS

     F-7  

NOTE 1. PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

     F-8  

NOTE 2. ACCOUTING POLICIES, CHANGES IN ACCOUNTING ESTIMATES

     F-27  

NOTE 3. DISCLOSURE OF OTHER INFORMATION

     F-28  

NOTE 4. INVENTORIES

     F-33  

NOTE 5. CASH AND CASH EQUIVALENTS

     F-34  

NOTE 6. INCOME TAXES

     F-35  

NOTE 7. PROPERTY, PLANT AND EQUIPMENT

     F-41  

NOTE 8. LEASES

     F-45  

NOTE 9. REVENUE

     F-46  

NOTE 10. EMPLOYEE BENEFITS

     F-47  

NOTE 11. BALANCES IN FOREIGN CURRENCY AND FOREIGN CURRENCY EXCHANGE RATE IMPACT IN PROFIT OR LOSS

     F-48  

NOTE 12. BORROWING COSTS

     F-53  

NOTE 13. RELATED PARTIES

     F-53  

NOTE 14. CONSOLIDATED FINANCIAL STATEMENTS

     F-58  

NOTE 15. INVESTMENTS IN ASSOCIATES

     F-60  

NOTE 16. INTERESTS IN JOINT ARRANGEMENTS

     F-63  

NOTE 17. IMPAIRMENT OF ASSETS

     F-67  

NOTE 18. PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES

     F-68  

NOTE 19. INTANGIBLE ASSETS

     F-77  

NOTE 20. BIOLOGICAL ASSETS

     F-78  

NOTE 21. ENVIRONMENTAL MATTERS

     F-81  

NOTE 22. NON-CURRENT ASSETS HELD FOR SALE

     F-84  

NOTE 23. FINANCIAL INSTRUMENTS

     F-85  

NOTE 24. REPORTABLE SEGMENTS

     F-110  

NOTE 25. OTHER NON-FINANCIAL ASSETS AND NON-FINANCIAL LIABILITIES

     F-117  

NOTE 26. DISTRIBUTABLE NET PROFIT AND EARNINGS PER SHARE

     F-118  

NOTE 27. SUBSEQUENT EVENTS

     F-120  


Table of Contents

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

     Note      12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Assets

        

Current Assets

        

Cash and cash equivalents

     5        592,253        500,025  

Other current financial assets

     23        5,201        32,195  

Other current non-financial assets

     25        144,915        133,956  

Trade and other current receivables

     23        701,610        733,322  

Accounts receivable due from related companies

     13        12,505        3,124  

Current Inventories

     4        852,612        909,988  

Current biological assets

     20        306,117        306,529  

Current tax assets

        104,088        64,079  

Total Current Assets other than assets or disposal groups classified as held for sale

        2,719,301        2,683,218  

Non-Current Assets or disposal groups classified as held for sale

     22        3,059        3,194  

Non-Current Assets or disposal groups classified as held for sale or as held for distribution to owners

        3,059        3,194  

Total Current Assets

        2,722,360        2,686,412  

Non-Current Assets

        

Other non-current financial assets

     23        8,868        595  

Other non-current non-financial assets

     25        130,319        125,516  

Trade and other non-current receivables

     23        14,273        15,270  

Accounts receivable due from related companies, non current

     13        957        —    

Investments accounted for using equity method

     15-16        446,548        264,812  

Intangible assets other than goodwill

     19        89,497        88,112  

Goodwill

     17        74,893        69,475  

Property, plant and equipment

     7        6,919,495        6,896,396  

Non-current biological assets

     20        3,592,874        3,520,068  

Deferred tax assets

     6        6,097        3,735  

Total Non-Current Assets

        11,283,821        10,983,979  

Total Assets

        14,006,181        13,670,391  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-1


Table of Contents

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued)

 

     Note      12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Equity and liabilities

       

Liabilities

       

Current Liabilities

       

Other current financial liabilities

     23        697,452       296,038  

Trade and other current payables

     23        537,891       583,018  

Accounts payable to related companies

     13        3,831       7,141  

Other current provisions

     18        842       858  

Current tax liabilities

        1,641       10,976  

Current provisions for employee benefits

     10        5,244       4,497  

Other current non-financial liabilities

     25        99,163       131,723  

Total Current Liabilities other than assets included in disposal groups classified as held for sale

        1,346,064       1,034,251  

Total Current Liabilities

        1,346,064       1,034,251  

Non-Current Liabilities

       

Other non-current financial liabilities

     23        3,870,914       4,236,965  

Other non-current provisions

     18        38,138       34,541  

Deferred tax liabilities

     6        1,631,065       1,619,012  

Non-current provisions for employee benefits

     10        60,084       51,936  

Other non-current non-financial liabilities

     25        60,633       47,241  

Total Non-Current Liabilities

        5,660,834       5,989,695  

Total Liabilities

        7,006,898       7,023,946  

Equity

     3       

Issued capital

        353,618       353,618  

Retained earnings

        7,329,675       7,204,452  

Other reserves

        (728,042     (949,360

Equity attributable to parent company

        6,955,251       6,608,710  

Non-controlling interests

        44,032       37,735  

Total Equity

        6,999,283       6,646,445  

Total Equity and Liabilities

        14,006,181       13,670,391  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2


Table of Contents

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

 

            For the years ended December 31,  
     Note      2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Statements of profit or loss

         

Revenue

     9        4,761,385       5,146,740       5,342,643  

Cost of sales

     3        (3,498,905     (3,511,425     (3,654,146

Gross profit

        1,262,480       1,635,315       1,688,497  

Other income

     3        257,863       273,026       368,924  

Distribution costs

     3        (496,473     (528,470     (556,837

Administrative expenses

     3        (474,469     (551,977     (550,809

Other expense

     3        (77,415     (83,388     (138,769

Profit from operating activities

        471,986       744,506       811,006  

Finance income

     3        29,701       50,284       30,772  

Finance costs

     3        (258,467     (262,962     (246,473

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

     15        23,939       6,748       7,481  

Exchange rate differences

        (3,935     (41,171     (9,961

Profit before income tax

        263,224       497,405       592,825  

Income Tax

     6        (45,647     (129,694     (448,652

Net Profit

        217,577       367,711       144,173  
     

 

 

   

 

 

   

 

 

 

Net profit attributable to

         

Net profit attributable to parent company

        213,801       362,689       139,803  

Net profit attributable to non-controlling interests

        3,776       5,022       4,370  

Net Profit

        217,577       367,711       144,173  
     

 

 

   

 

 

   

 

 

 

Basic earnings per share (in U.S.$ per share)

         

Basic earnings per share from continuing operations

        1.8894       3.2051       1.2354  
     

 

 

   

 

 

   

 

 

 

Basic earnings per share

        1.8894       3.2051       1.2354  
     

 

 

   

 

 

   

 

 

 

Earnings per diluted shares (in U.S.$ per share)

         

Earnings per diluted share from continuing operations

        1.8894       3.2051       1.2354  
     

 

 

   

 

 

   

 

 

 

Earnings per diluted share

        1.8894       3.2051       1.2354  
     

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3


Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

           

For the years

ended December 31,

 
     Note      2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Net profit

        217,577       367,711       144,173  

Components of other comprehensive income that will not be reclassified to profit or loss before tax:

         

Other comprehensive income before tax actuarial gain (losses) on defined benefit plans

        (5,593     (1,530     (12,829

Share of other comprehensive income of associates and joint ventures accounted for using equity method

        132       (1,008     (6,052

Other Comprehensive Income that will not be reclassified to profit or loss before tax

        (5,461     (2,538     (18,881

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        173,754       (385,109     (163,844

Other Comprehensive Income before tax exchange differences on translation

        173,754       (385,109     (163,844

Cash flow hedges

         

Gains (losses) on cash flow hedges, before tax

     23        84,045       11,859       (43,228

Recycle of cash flow hedges to profit or loss before tax

     23        (10,198     (16,122     949  

Other Comprehensive Income before tax Cash flow hedges

        73,847       (4,263     (42,279

Other Comprehensive income that will be reclassified to profit or loss before tax

        247,601       (389,372     (206,123

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

        1,509       649       3,404  

Income tax relating to share of other comprehensive income of associates and joint ventures accounted for using equity method

        (106     227       1,271  

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

     23        (20,055     (1,738     10,963  

Income tax relating to recycle of cash flow hedges

     23        2,700       3,627       (199

Income tax relating to components of other comprehensive income that will be reclassified to profit or loss

        (17,355     1,889       10,764  

Other comprehensive (loss) income

        226,188       (389,145     (209,565

Comprehensive (loss) income

        443,765       (21,434     (65,392

Comprehensive Income attributable to

         

Comprehensive (loss) income, attributable to owners of parent company

        435,119       (15,619     (65,289

Comprehensive (loss) income, attributable to non-controlling interests

        8,646       (5,815     (103

Total comprehensive (loss) income

        443,765       (21,434     (65,392

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4


Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

12-31-2016   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 01-01-2016

    353,618       (872,770     (55,396     (16,668     (4,526     (949,360     7,204,452       6,608,710       37,735       6,646,445  

Changes in Equity:

                   

Comprehensive income

                   

Net profit

                213,801       213,801       3.776       217.577  

Other comprehensive income, net of tax

      168,884       56,492       (4,084     26       221,318         221,318       4.870       226.188  

Comprehensive income

    —         168,884       56,492       (4,084     26       221,318       213,801       435,119       8.646       443.765  

Dividends

                (88,578     (88,578     (2,250     (90.828

Increase (decrease) from transfers and other changes

                —         —         (99     (99

Changes in equity

    —         168,884       56,492       (4,084     26       221,318       125,223       346,541       6,297       352.838  

Closing balance at 12-31-2016

    353,618       (703,886     1,096       (20,752     (4,500     (728,042     7,329,675       6,955,251       44,032       6,999,283  

 

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

    —         (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

Increase (decrease) from transfers and other changes

                —         —         (828     (828

Changes in equity

    —         (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  

 

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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

    —         (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

    —         (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  

The accompanying notes are an integral part of these consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

 

      For the years
ended December 31,
 
      2016
ThU.S.$
    2015
ThU.S.$
    2014
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

     5,020,551       5,733,693       5,629,175  

Other cash receipts from operating activities

     470,765       337,696       364,639  

Classes of cash payments

      

Payments to suppliers for goods and services

     (3,914,976     (4,260,587     (4,190,295

Payments to and on behalf of employees

     (320,738     (490,723     (499,370

Other cash payments from operating activities

     (212,230     (169,237     (122,027

Interest paid

     (211,614     (229,894     (204,915

Interest received

     29,380       17,720       46,658  

Income taxes paid

     (83,903     (87,784     (37,285

Other inflows (outflows) of cash, net

     (3,651     2,766       (1,405

Net Cash flows from Operating Activities

     773,584       853,650       985,175  

Cash flows (used in) investing activities

      

Cash flow used in obtaining control of subsidiaries or other businesses

     —         (10,090     —    

Cash used for contributions and purchase of associates and joint ventures

     (153,135     (814     (1,882

Other cash receipts from sales of equity or debt instruments in other entities

     6,781       —         —    

Loans to related parties

     —         (23,628     (158,797

Proceeds from sale of property, plant and equipment

     17,685       5,860       63,492  

Purchase of property, plant and equipment

     (356,153     (321,385     (459,796

Proceeds from sales of intangible assets

     —         99       —    

Purchase of intangible assets

     (14,858     (10,395     (10,101

Proceeds from sales of other long-term assets

     1,644       506       40,257  

Purchase of other non-current assets

     (140,707     (126,132     (142,138

Dividends received

     4,772       6,350       12,073  

Other inflows (outflows) of cash, net

     (6,241     1,849       1,734  

Cash flows used in Investing Activities

     (640,212     (477,780     (655,158

Cash flows from (used in) Financing Activities

      

Total borrowings obtained

     737,653       280,863       1,035,601  

Debt obtained in long-term

     187,845       890       829,348  

Debt obtained in short-term

     549,808       279,973       206,253  

Repayments of borrowings

     (645,211     (949,183     (900,595

Dividends paid

     (130,624     (143,003     (141,089

Other outflows of cash, net

     (302     (853     (1,802

Cash flows used in Financing Activities

     (38,484     (812,176     (7,885

Net increase (decrease) in Cash and Cash Equivalents before effect of exchange rate changes

     94,888       (436,306     322,132  

Effect of exchange rate changes on cash and cash equivalents

     (2,660     (34,821     (18,192

Net increase (decrease) of Cash and Cash equivalents

     92,228       (471,127     303,940  

Cash and cash equivalents, at the beginning of the period

     500,025       971,152       667,212  

Cash and cash equivalents, at the end of the period

     592,253       500,025       971,152  

The accompanying notes are an integral part of these consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 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., a subsidiary of Celulosa Arauco y Constitución S.A., is also registered in the Securities Registry as No. 030.

The Company’s head office address is El Golf Avenue 150, 14th floor, Las Condes, Santiago, Chile.

Arauco is principally engaged in the production and sale of products related to the forestry and timber industries. Its main operations are focused on business areas of pulp, 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, 2016 and 2015.

 

   

Consolidated Statements of Profit or Loss for the years ended December 31, 2016, 2015 and 2014.

 

   

Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014.

 

   

Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014.

 

   

Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014.

 

   

Explanatory disclosures (notes)

 

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Period Covered by the Consolidated Financial Statements

As of December 31, 2016 and 2015 and for the periods between January 1 and December 31, 2016, 2015 and 2014.

Date of Approval of Consolidated Financial Statements

These consolidated financial statements were approved by the Board of Directors of the Company (the “Board”) at the Extraordinary Meeting on April 25, 2017.

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

UTA – Annual Tax Unit

ICMS – Tax movement of inventories and services (Brazil)

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 to a large extent related or indexed to the U.S. Dollar.

For the pulp reportable 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 reportable segments, although total sales include a mix of domestic and exports sales, prices of the products are established in U.S. Dollars, which is also the case for the cost structure of the related raw materials.

In relation to the cost of sales, although 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.

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.$).

 

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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 certain derivative financial instruments which are measured at revalued amounts or fair value at the end of each period as explained in the following significant accounting policies.

Revision of previously issued financial statements

As of December 31, 2015, Arauco presented its Consolidated Statement of Financial Position without offsetting assets from deferred tax against liabilities from deferred tax, as applicable to entities legally entitled with the right to offset current assets from tax against current liabilities from tax and to entities whose assets and liabilities from deferred tax are derived from the income taxes corresponding to the same fiscal authority and levied on the same entity.

As of December 31, 2015, Arauco’s subsidiaries in Brazil did not classify as current assets the applicable portion of their biological assets, therefore all of its biological assets were presented as non-current assets.

Arauco assessed the materiality of these errors quantitatively and qualitatively on the financial statements for prior periods in accordance with the guidance of United States Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No.99, “Materiality”, and concluded that they were not material to any prior annual or interim periods or trends of financial results, and that pursuant to paragraph 40A of IAS 1 “Presentation of financial statements”, it is not necessary to include the financial statement as of January 1, 2015 (third column).

The following table reconciles the effects of the reclassifications made to the Consolidated Statement of Financial Position reported as of December 31, 2015:

 

     2015
Th.U.S$
(As previously
reported)
     Reclassification
Th.U.S$
     2015
Th.U.S$
(As
revised)
 

Current Biological Assets

     272,037        34,492        306,529  

Total Current Assets

     2,651,920        34,492        2,686,412  

Non-Current Biological Assets

     3,554,560        (34,492      3,520,068  

Deferred Tax Assets

     140,251        (136,516      3,735  

Total Non-Current Assets

     11,154,987        (171,008      10,983,979  

Total Assets

     13,806,907        (136,516      13,670,391  

Deferred Tax Liabilities

     1,755,528        (136,516      1,619,012  

Total Non-Current Liabilities

     6,126,211        (136,516      5,989,695  

Total Liabilities

     7,160,462        (136,516      7,023,946  

 

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There was no impact to the Consolidated Statements of Profit or Loss, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flow nor to the Consolidated Statements of Changes in Equity. In addition, the corrections did not affect the Company’s service of its debt obligations.

 

b) Critical accounting estimates and judgments

The preparation of these 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. The aforementioned 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.

 

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.

 

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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 the 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 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 consolidated 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.

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).

 

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A parent company 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.

 

d) Segments

Arauco has defined its reportable 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 reportable segments according to the following business units:    

 

   

Pulp

 

   

Timber

 

   

Forestry

Refer to Note 24 for detailed financial information by reportable 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.

(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 statements of profit or loss, except those which are recorded in other comprehensive income and accumulated in equity such as cash flows hedging derivatives.

 

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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)

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.

 

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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.

-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.

 

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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.

 

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 statements 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 acquiree 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.

 

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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 acquirer’s identifiable net assets. The choice is made on a transaction-by-transaction basis.

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 in the acquiree in the statements of profit or loss.

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.

 

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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 the portion corresponding to the statement of profit or loss or to the statement of 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.

 

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.

 

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n) Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquired company, and the fair value of the acquirer’s previously held equity interest in the acquired company (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 statements of profit or loss.

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 acquired company 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.

 

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.

The residual values and useful lives of assets are reviewed and adjusted, if appropriate, annually.

 

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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 accounts receivable. 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 reasonable values - payments and considerations associated with the lease, from the rest of the elements incorporated to the contract.

 

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 taxes and deferred taxes.

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.

 

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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.

 

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 they have been delivered to the ocean carrier company. The point of sale is the delivery of the products to the carrier chartered by the seller.

 

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(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.

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 reportable 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.

 

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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 long-term assets with finite useful lives are measured whenever there are 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.

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 are 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.

A cash-generating unit, for which goodwill has been allocated, is tested for impairment annually or more frequently when there are circumstances 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.

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.

 

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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 enters 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.

 

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.

These obligations are related to post-employee benefits in accordance with current standards.

 

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 statements of financial position.

 

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z) Recent accounting pronouncements

 

  a) Standards, interpretations and amendments that are mandatory for the first time for annual periods beginning on January 1, 2016:

 

Amendments and improvements

  

Content

  

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 appropriate. It also clarifies that revenue is generally presumed to be an inappropriate 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 than 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
IAS 1-Amendments    The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgment 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
Annual Improvements 2012-2014 Cycle    IFRS 5, IFRS 7, IAS 19, IAS 34.    January 1, 2016

The adoption of the standards, amendments and interpretations described above did not have a significant impact on the Arauco’s Consolidated Financial Statements.

 

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  b) Standards, interpretations and amendments, the application of which is not yet mandatory, which have not been adopted in advance:

 

Standards and interpretations

  

Content

  

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 recognized revenue from contracts with costumers.    January 1, 2018

IFRS 16

  

Leases

 

Specifies guidelines to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize 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

IFRIC 22

  

Transactions in Foreign Currency and Anticipated Considerations

 

Applies to a transaction in foreign currency (or partially in foreign currency) when an entity recognizes a non-financial asset or a non-financial liability arising from the payment or collection of an anticipated consideration, before recognizing the related asset, expense, or income.

   January 1, 2018

Amendments and improvements

  

Content

  

Mandatory application

for annual periods

beginning on or after

IAS 7

  

Statements of Cash Flows

 

Introduces additional disclosure that enable users of financial statements to evaluate changes in liabilities arising from financial activities.

   January 1, 2017
IAS 12   

Income taxes

 

Clarifies the accounting for deferred tax assets relating to debt instruments measured at fair value.

   January 1, 2017
IFRS 15   

Revenue from contracts with customers.

 

Introduces clarifications to the guidelines and examples related to the transition towards the new rule.

   January 1, 2018

IFRS 4

  

Insurance contracts

 

Introduces two approaches: overlap and temporary exemption of IFRS 9.

   January 1, 2018
IAS 40   

Investment properties

 

Clarifies the requirements needed to transfer to, or from, investment properties.

   January 1, 2018
IFRS 12   

Disclosure of Interests in Other Entities.

 

Clarifies the scope of this rule.

   January 1, 2018
IAS 28    Investments in Associates and Joint Ventures.    January 1, 2018
IFRS 10 y IAS 28- Amendments    Sale or Contribution of assets among an Investor and its Associates or Joint Ventures.    Undetermined.

 

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IFRS - 9 Financial Instruments.

IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities. The provision includes new rules applicable to hedge accounting and a new impairment model for financial assets. The financial assets held by the Group mainly include: Mutual Fund Holdings, (hedge) Derivatives, and highly-liquid financial instruments.

Consequently, Arauco does not expect the new standard to have a significant impact in the classification and measurement of its financial assets. There will be no impact over the accounting of the group’s financial liabilities, because the new requirements only affect the accounting of financial liabilities that are designated at fair value through profit and loss, and the group does not have such liabilities. Arauco does not intend to adopt IFRS 9 prior to its date of mandatory applicability.

IFRS 15 –Ordinary Activities’ Income from Contracts with Clients.

The new provision specifies how and when income will be recognized and increases the disclosures. The provision provides a single five-step model based on principles applicable to all contracts with clients. The provision will be in full force and effect as of January 1, 2018.

Arauco is a pulp and wood supplier in the global markets. Arauco’s contracts with clients can be clearly identified on the basis of purchase orders placed by such clients. Performance obligations are regularly explicitly defined as the products are delivered in accordance with the client’s contracts.

The main contracts with clients do not include additional separate performance obligations that would substantially change the timing of income recognition in accordance to IFRS 15, compared to current income recognition practices.

IFRS 16 - Leases

IFRS 16 was issued in January, 2016. The new provision will result in recognizing practically all leases in the balance sheet, because the distinction between operational and financial leases was eliminated. Under the new provision an asset (the right to use the leased property) as well as a financial liability is recognized for lease payments. Short-term and low-value leases are an exception to this rule. This provision will be in full force and effect as of January 1, 2019.

According to the carried out evaluations, the adoption of the other standards, amendments and interpretations described above will not have a significant impact on Arauco’s Consolidated Financial Statements during its initial application period.

 

NOTE 2. ACCOUTING POLICIES, CHANGES IN ACCOUNTING ESTIMATES

There have been no changes in the treatment of estimates, amendments and accounting policies with respect to same period of last year.

 

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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

 

     12-31-2016    12-31-2015

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
     12-31-2016    12-31-2015

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 December 2016 was equivalent to 20% of the distributable net profit calculated as of the end of September 2016 and was considered a decrease in the statements 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.

The ThU.S.$88,578 (ThU.S.$142,801 as of December 31, 2015) presented in the statements of changes in equity correspond to the minimum dividend provision recorded for the period 2016.

In the Statements of Cash Flow in the line item “Dividends Paid” an amount of Th.U.S.$ 130,624 is presented for the year ended December 31, 2016 (ThU.S.$143,003 for the year ended December 31, 2015) which ThU.S.$128,793 (ThU.S.$141,652 for the year ended December 31, 2015) correspond to the payment of dividends of parent company.

 

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The following are the dividends paid and per share amounts during the periods 2016, 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

     12-14-2016  

Amount of Dividend

     ThU.S.$29,572  

Number of Shares for which Dividends are Paid

     113,159,655  

Dividend per Share, Ordinary Shares

     U.S.$0.26133  

 

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

     05-11-2016  

Amount of Dividend

     ThU.S.$99,221  

Number of Shares for which Dividends are Paid

     113,159,655  

Dividend per Share, Ordinary Shares

     U.S.$0.87683  

 

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.

 

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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.

 

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Table of Contents

Other items in the Statements of Profit or Loss

The table below sets forth other income, other expenses, finance income, finance costs and share of profit (loss) of associates and joint ventures for the years ended December 31, 2016, 2015 and 2014 are as follows:

 

     January - December  
     2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Classes of Other Income

        

Other Income, Total

     257,863        273,026        368,924  

Gain from changes in fair value of biological assets (See note 20)

     208,562        210,479        284,497  

Net income from insurance compensation

     3,222        1,522        2,264  

Revenue from export promotion

     2,350        2,692        4,032  

Lease income

     4,687        2,654        2,708  

Gain on sales of assets

     17,485        11,849        57,653  

Gain on sales of assets classified as held for sale

     —          —          244  

Gain on business combination achieved in stages

     —          8,744        —    

Access easement

     3,756        8,160        5,158  

Recovery of tax credits

     2,033        8,081        —    

Other operating results (*)

     15,768        18,845        12,368  

Classes of Other Expenses by activity

        

Total of Other Expenses by activity

     (77,415      (83,388      (138,769

Depreciation

     (562      (1,407      (2,084

Legal expenses

     (879      (3,334      (4,806

Impairment provision for property, plant and equipment and others

     (14,979      (12,321      (11,803

Operating expenses related to plants stoppage

     (3,926      (3,917      (5,102

Expenses related to projects

     (1,620      (532      (7,447

Start-up costs

     —          —          (9,591

Loss of asset sales

     (2,283      (2,475      (2,406

Loss and repair of assets

     (1,307      (316      (126

Loss of forest due to fires

     (15,193      (34,850      (31,512

Other Taxes

     (8,261      (8,981      (7,540

Research and development expenses

     (2,684      (2,604      (3,105

Severance payments and evictions

     (4,208      (1,748      (8,256

Fines, readjustments and interests

     (1,004      (1,139      (3,749

Loss on disposal of associates

     (10,369      —          —    

Other expenses

     (10,140      (9,764      (41,242

Classes of financing income

        

Financing income, total

     29,701        50,284        30,772  

Financial income from mutual funds – term deposits

     11,439        15,128        13,786  

Financial income resulting from swap – forward instruments

     7,226        4,439        4,673  

Financial income resulting from loans with related companies

     —          17,629        6,570  

Other financial income

     11,036        13,088        5,743  

Classes of financing costs

        

Financing costs, Total

     (258,467      (262,962      (246,473

Interest expense, Banks loans

     (33,224      (40,690      (32,978

Interest expense, Bonds

     (183,203      (189,526      (186,186

Interest expense, other financial instruments

     (17,221      (7,260      (8,612

Other financial costs

     (24,819      (25,486      (18,697

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

        

Total

     23,939        6,748        7,481  

Investments in associates

     16,348        5,573        6,958  

Joint ventures

     7,591        1,175        523  

 

(*)” Other operating results” includes incomes from interests, extraction of sand and gravel from wharfage and indemnities, among others.

 

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The analysis of expenses by nature contained in these consolidated financial statements is presented below:

 

     January - December  

Cost of sales

   2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Timber

     736,399        641,821        808,991  

Forestry labor costs

     600,320        636,100        655,257  

Depreciation and amortization

     377,983        371,851        323,306  

Maintenance costs

     313,500        305,701        278,280  

Chemical costs

     479,335        539,856        541,327  

Sawmill Services

     117,340        128,801        129,052  

Other Raw Materials

     221,950        226,342        184,836  

Other Indirect costs

     143,074        138,900        126,129  

Energy and fuel

     139,527        172,077        231,120  

Cost of electricity

     39,960        41,674        78,760  

Wage and salaries

     329,517        308,302        297,088  

Total

     3,498,905        3,511,425        3,654,146  

 

     January - December  

Distribution cost

   2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Selling costs

     33,557        48,160        48,656  

Commissions

     13,880        15,801        16,201  

Insurance

     3,216        4,601        5,330  

Provision for doubtful accounts

     910        3,137        2,497  

Other selling costs

     15,551        24,621        24,628  

Shipping and freight costs

     462,916        480,310        508,181  

Port services

     28,028        26,216        28,906  

Freights

     357,442        387,081        402,386  

Other shipping and freight costs

     77,446        67,013        76,889  

Total

     496,473        528,470        556,837  

 

     January - December  

Administrative expenses

   2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Wages and salaries

     198,129        227,407        215,662  

Marketing, advertising, promotion and publications expenses

     9,937        10,422        11,343  

Insurance

     21,526        28,216        32,367  

Depreciation and amortization

     29,285        24,587        25,686  

Computer services

     36,285        31,897        25,136  

Lease rentals (offices, other property and vehicles)

     14,209        13,527        10,209  

Donations, contributions, scholarships

     10,396        11,172        10,407  

Fees (legal and technical advisors)

     43,899        49,556        51,301  

Property taxes, city permits and rights

     16,275        19,196        20,790  

Other administration expenses (travel within and outside the country, cleaning services, security, basic services)

     94,528        135,997        147,908  

Total

     474,469        551,977        550,809  

 

            January-December  

Expenses for

   Note      2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Depreciation

     7        394,835        388,192        340,959  

Employee benefits

     10        532,957        537,629        525,220  

Amortization

     19        14,552        11,953        12,475  

 

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NOTE 4. INVENTORIES

 

Components of Inventory

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Raw materials

     61,252        85,999  

Production supplies

     102,760        97,755  

Work in progress

     59,332        62,475  

Finished goods

     468,544        503,059  

Spare Parts

     160,724        160,700  

Total Inventories

     852,612        909,988  

Inventories recognized as cost of sales at December 31, 2016 were ThU.S.$3,423,439 (ThU.S.$3,416,235 and ThU.S.$3,569,213 at December 31, 2015 and 2014, respectively).

In order to have the inventories recorded at net realizable value at December 31, 2016, a net decrease of inventories was recognized associated with a higher provision of obsolescence of ThU.S.$8,397 (ThU.S.$6,909 and ThU.S.$ 2,967 at December 31, 2015 and 2014, respectively). As of December 31, 2016, the amount of obsolescence provision is ThU.S.$28,499 (ThU.S.$20,102 at December 31, 2015).

At December 31, 2016 there were inventory write-offs of ThU.S.$1,332 (ThU.S.$4,215 and ThU.S.$ 548 at December 31, 2015 and 2014, respectively)

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.

 

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NOTE 5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, bank checking account balances, time deposits 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 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.

 

     12-31-2016      12-31-2015  

Components of Cash and Cash Equivalents

   ThU.S.$      ThU.S.$  

Cash on hand

     3,156        201  

Bank checking account balances

     146,290        143,123  

Time deposits

     247,391        159,912  

Mutual funds

     195,416        196,789  

Total

     592,253        500,025  

The risk classification of the mutual funds in effect as of December 31, 2016 and December 31, 2015 is shown below.

 

     December
2016
ThU.S.$
     December
2015
ThU.S.$
 

AAAfm

     192,895        196,749  

AAfm

     2,521        40  

Total Mutual Funds

     195,416        196,789  

 

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NOTE 6. INCOME TAXES

The tax rates applicable in the countries in which Arauco operates are 24% 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, as well as to other taxes in Chile. The main amendment was the establishment of an option between two tax regimes: attributed income system and the partially integrated system. One of the effects of the regime selection is that it attaches a progressive increase in the First Category Tax for the fiscal years of 2014, 2015, 2016 and 2017 onwards, increasing to 21%, 22,5%, 24% y 25%, respectively, if the Company chooses the application of an attributed income system, or an increase to 21%, 22.5%, 24%, 25.5% y 27% for the fiscal years 2014, 2015, 2016, 2017 and thereafter, if the Company chooses the application of the partially integrated system.

Subsequently, on February 29, 2016, the Official Gazette publishes Law No. 20,899, which introduced amendments to Law No. 20,780. Among the main amendments is the incorporation of certain limitations for applying to the attributed income system, and therefore Arauco’s Chilean companies must apply the general rule, that is, the partially integrated system.

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

   12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Deferred tax Assets relating to Provisions

     5,771       13,498  

Deferred tax Assets relating to Accrued Liabilities

     11,716       8,535  

Deferred tax Assets relating to Post-Employment benefits

     17,618       15,480  

Deferred tax Assets relating to Property, Plant and equipment

     9,806       7,730  

Deferred tax Assets relating to Financial Instruments

     12,699       21,805  

Deferred tax Assets relating to Tax Loss Carryforward

     50,917       35,751  

Deferred tax Assets relating to Inventories

     7,158       4,240  

Deferred tax Assets relating to Provisions for Income

     7,069       3,997  

Deferred tax Assets relating to Allowance for Doubtful Accounts

     4,886       4,572  

Intangible revaluation differences

     10       56  

Deferred tax Assets relating to Other Deductible Temporary Differences

     30,216       24,587  

Total Deferred Tax Assets

     157,866       140,251  

Netting presentation

     (151,769     (136.516

Net Effect

     6,097       3,735  

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.$157,403 (ThU.S.$112,383 at December 31, 2015), which are mainly originated by operational and financial losses.

 

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Table of Contents

In addition, as of the closing of these consolidated financial statements there are ThU.S.$ 76,280 (ThU.S.$ 114,507 at December 31, 2015) of non-recoverable tax losses from companies in Uruguay as joint operations 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.

Deferred Tax Liabilities

The following table sets forth the deferred tax liabilities as of the dates indicated:

 

     12-31-2016     12-31-2015  

Deferred Tax Liabilities

   ThU.S.$     ThU.S.$  

Deferred tax Liabilities relating to Property, Plant and Equipment

     934,892       930,608  

Deferred tax Liabilities relating to Financial Instruments

     7,186       6,376  

Deferred tax Liabilities relating to Biological Assets

     719,577       693,103  

Deferred tax Liabilities relating to Inventory

     31,072       31,912  

Deferred tax Liabilities relating to Prepaid Expenses

     42,881       40,907  

Deferred tax Liabilities relating to Intangible

     27,222       26,419  

Deferred tax Liabilities relating to Other Taxable Temporary Differences

     20,004       26,203  

Total Deferred Tax Liabilities

     1,782,834       1,755,528  

Netting presentation

     (151,769     (136,516

Net Effect

     1,631,065       1,619,012  

The effect of changes in current and deferred tax liabilities related to financial hedging instruments corresponds to a debit of ThU.S.$17,355 for the year ended December 31, 2016 (compared to a credit of ThU.S.$1,889 for the year ended December 31, 2015), which is presented in the Consolidated Statements of Comprehensive Income and accumulated in Reserves for Cash Flow Hedges in the Consolidated Statement of changes in Equity.

 

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Table of Contents

Reconciliation of deferred tax assets and liabilities

 

Deferred Tax Assets

   Opening
Balance
01-01-2016
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
12-31-2016
ThU.S.$
 

Deferred tax Assets relating to Provisions

     13,498        (8,019     —         292        5,771  

Deferred tax Assets relating to Accrued Liabilities

     8,535        3,181       —         —          11,716  

Deferred tax Assets relating to Post-Employment benefits

     15,480        579       1,509       50        17,618  

Deferred tax Assets relating to Property, Plant and equipment

     7,730        2,076       —         —          9,806  

Deferred tax Assets relating to Financial Instruments

     21,805        1,500       (10,606     —          12,699  

Deferred tax Assets relating to Tax Loss Carryforward

     35,751        11,498       —         3,668        50,917  

Deferred tax Assets relating to Inventories

     4,240        2,918       —         —          7,158  

Deferred tax Assets relating to Provisions for Income

     3,997        3,050       —         22        7,069  

Deferred tax Assets relating to Allowance for Doubtful Accounts

     4,572        261       —         53        4,886  

Intangible revaluation differences

     56        (46     —         —          10  

Deferred tax Assets relating to Other Deductible Temporary Differences

     24,587        3,593       —         2,036        30,216  

Total Deferred Tax Assets

     140,251        20,591       (9,097     6,121        157,866  

 

Deferred Tax Liabilities

   Opening
Balance
01-01-2016
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
12-31-2016
ThU.S.$
 

Deferred tax Liabilities relating to Property, Plant and Equipment

     930,608        (1,065     —          5,349       934,892  

Deferred tax Liabilities relating to Financial Instruments

     6,376        810       —          —         7,186  

Deferred tax Liabilities relating to Biological Assets

     693,103        12,642       —          13,832       719,577  

Deferred tax Liabilities relating to Inventory

     31,912        (840     —          —         31,072  

Deferred tax Liabilities relating to Prepaid Expenses

     40,907        2,078       —          (104     42,881  

Deferred tax Liabilities relating to Intangible

     26,419        (528     —          1,331       27,222  

Deferred tax Liabilities relating to Other Taxable Temporary Differences

     26,203        (9,229     —          3,030       20,004  

Total Deferred Tax Liabilities

     1,755,528        3,868       —          23,438       1,782,834  

 

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Table of Contents

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 losses carryforward

     44,832        (959     —          —          (8,122     35,751  

Deferred tax Assets relating to Inventories

     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 Allowance for Doubtful 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       —          —          —         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  

 

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Table of Contents

Temporary Differences

The following tables summarize the deductible and taxable temporary differences:

 

     12-31-2016      12-31-2015  

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

     106,949           104,500     

Deferred Tax Assets - Tax loss carryforward

     50,917           35,751     

Deferred Tax Liabilities

        1,782,834           1,755,528  

Total

     157,866        1,782,834        140,251        1,755,528  

 

     January - December  

Detail of Temporary Difference Income and Loss Amounts

   2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Deferred Tax Assets

     9,093       (15,306     (6,758

Deferred Tax Assets - Tax loss carryforward

     11,498       (959     (9,008

Deferred Tax Liabilities

     (3,868     (26,259     (317,131

Total

     16,723       (42,524     (332,897

Income Tax Expense

Income tax expense consists of the following:

 

     January - December  

Income Tax composition

   2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Current income tax expense

     (58,831     (87,908     (127,057

Prior period current income tax adjustments

     (6,899     4,033       2,555  

Other current benefit tax (expenses)

     3,360       (3,295     8,747  

Current Tax Expense, Net

     (62.370     (87,170     (115,755

Deferred tax expense relating to origination and reversal of temporary differences

     5,225       (41,565     (30,753

Deferred tax expense relating to changes in tax rates

     —         —         (292,717

Tax benefit arising from previously unrecognized tax loss carryforward

     11,498       (959     (9,427

Total deferred Tax Expense, Net

     16,723       (42,524     (332,897

Income Tax Expense, Total

     (45,647     (129,694     (448,652

 

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The following table presents the current income tax expense detailed by foreign and domestic (Chile) companies at December 31, 2016, 2015 and 2014:

 

     January - December  
      2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Foreign current income tax expense

     (27,931     (33,129     (30,458

Domestic current income tax expense

     (34,439     (54,041     (85,297

Total current income tax expense

     (62,370     (87,170     (115,755

Foreign deferred tax expense

     7,794       (17,240     (25,806

Domestic deferred tax expense

     8,929       (25,284     (307,091

Total deferred tax expense

     16,723       (42,524     (332,897

Total tax expense

     (45,647     (129,694     (448,652

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  

Reconciliation of Income tax from Statutory Rate to Effective Tax Rate

   2016
ThU.S.$
    2015
ThU.S.$
    2014
ThU.S.$
 

Statutory domestic (Chile) income tax rate

     24     22.5     21

Tax Expense at statutory tax rate

     (63,174     (111,916     (124,493

Tax effect of foreign tax rates

     (13,368     (16,099     (23,170

Tax effect of revenues exempt from taxation

     33,834       41,268       9,832  

Tax effect of not deductible expenses

     (10,987     (40,866     (19,203

Tax rate effect of tax loss carry forwards

     —         14       (515

Tax effect of Previously Unrecognized Tax Benefit in the Statements of Profit or Loss

     —         (857     (2,935

Tax effect of a new evaluation of assets for deferred not recognized taxes

     17,157       307       12  

Tax rate effect from change in tax rate (opening balances)

     (3,681     (3,445     (292,717

Tax rate effect of adjustments for current tax of prior periods

     (6,899     4,033       2,555  

Other tax rate effects

     1,471       (2,128     1,982  

Total adjustments to tax expense at applicable tax rate

     17,527       (17,778     (324,159

Tax expense at effective tax rate

     (45,647     (129,694     (448,652

 

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NOTE 7. PROPERTY, PLANT AND EQUIPMENT

 

     12-31-2016      12-31-2015  

Property, Plant and Equipment, Net

   ThU.S.$      ThU.S.$  

Construction in progress

     321,031        251,519  

Land

     991,450        951,638  

Buildings

     2,169,731        2,182,643  

Plant and equipment

     3,256,348        3,346,675  

Information technology equipment

     24,154        26,210  

Fixtures and fittings

     9,880        11,860  

Motor vehicles

     16,858        16,721  

Other property, plant and equipment

     130,043        109,130  

Total Net

     6,919,495        6,896,396  

Property, Plant and Equipment, Gross

     

Construction in progress

     321,031        251,519  

Land

     991,450        951,638  

Buildings

     3,825,259        3,698,351  

Plant and equipment

     6,128,494        5,927,789  

Information technology equipment

     76,421        73,573  

Fixtures and fittings

     33,613        35,283  

Motor vehicles

     48,534        45,503  

Other property, plant and equipment

     153,838        131,894  

Total Gross

     11,578,640        11,115,550  

Accumulated depreciation and impairment

     

Buildings

     (1,655,528      (1,515,708

Plant and equipment

     (2,872,146      (2,581,114

Information technology equipment

     (52,267      (47,363

Fixtures and fittings

     (23,733      (23,423

Motor vehicles

     (31,676      (28,782

Other property, plant and equipment

     (23,795      (22,764

Total

     (4,659,145      (4,219,154

Description of Property, Plant and Equipment Pledged as Security for Liabilities

As of December 31, 2016, there are no significant assets pledged as collateral to be disclosed in these consolidated financial statements.

 

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Disbursements commitments for the acquisition of property, plant and equipment and disbursements for property, plant and equipment under construction.

 

     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Amount committed for the acquisition of property, plant and equipment

     122,757        109,713  
     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Disbursements for property, plant and equipment under construction

     317,159        215,035  

 

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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, 2016 and December 31, 2015:

 

Movement of Property, Plant and
Equipment

  Construction
in progress
ThU.S.$
    Land
ThU.S.$
    Buildings
ThU.S.$
    Plant and
equipment
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 01-01-2016

    251,519       951,638       2,182,643       3,346,675       26,210       11,860       16,721       109,130       6,896,396  

Changes

                 

Additions

    317,159       6,350       7,966       59,997       554       269       1,281       25,618       419,194  

Disposals

    (44     (1,107     (443     (2,382     (105     —         (199     (1,607     (5,887

Retirements

    (1,754     (295     (926     (2,209     (24     (8     (30     (2,811     (8,057

Depreciation

    —         —         (122,257     (330,876     (5,352     (1,970     (3,969     (4,729     (469,153

Impairment loss recognized in profit or loss

    —         —         9       (1,254     (7     (1     —         (1,553     (2,806

Increase (decrease) through net exchange differences

    6,610       30,514       (2,388     51,224       134       116       112       3,145       89,467  

Reclassification of assets held for sale

    —         —         —         341       —         —         —         —         341  

Increase (decrease) through transfers from construction in progress

    (252,459     4,350       105,127       134,832       2,744       (386     2,942       2,850       —    

Total changes

    69,512       39,812       (12,912     (90,327     (2,056     (1,980     137       20,913       23,099  

Closing balance 12-31-2016

    321,031       991,450       2,169,731       3,256,348       24,154       9,880       16,858       130,043       6,919,495  

Movement of Property, Plant and
Equipment

  Construction
in progress
ThU.S.$
    Land
ThU.S.$
    Buildings
ThU.S.$
    Plant and
equipment
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     —         —         —         —         (4,065

Increase (decrease) 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  

 

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The depreciation expense for the period ending December 31, 2016, 2015 and 2014 is as follows:

 

     January-December  
     2016      2015      2014  

Depreciation for the year

   ThU.S.$      ThU.S.$      ThU.S.$  

Cost of sales

     371,170        365,401        316,607  

Administrative expenses

     21,546        19,084        19,910  

Other expenses

     2,119        3,707        4,441  

Total

     394,835        388,192        340,958  

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:

 

      Years of
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.

 

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NOTE 8. LEASES

Arauco acting as lessee

 

     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Property, Plant and Equipment under finance leases

     117,206        132,836  

Plant and equipment

     117,206        132,836  

Reconciliation of Financial Lease Minimum Payments:

 

     12-31-2016  
     Present Value  

Periods

   ThU.S.$  

Less than one year

     40,400  

Between one and five years

     73,586  

More than five years

     —    

Total

     113,986  
      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  

Lease obligations are presented in the consolidated statements of financial position in line items “Other current financial liabilities” and “Other non-current financial liabilities” depending on their respective maturities as stated above.

 

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Table of Contents

Arauco acting as lessor

Reconciliation of Financial Lease Minimum Payments:

 

     12-31-2016  
     Gross      Interest      Present Value  

Periods

   ThU.S.$      ThU.S.$      ThU.S.$  

Less than one year

     512        —          512  

Between one and five years

     353        —          353  

More than five years

     —          —          —    

Total

     865        —          865  
      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        —          6  

More than five years

     —          —          —    

Total

     16        1        15  

Finance lease receivables are presented in the consolidated statements 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

   2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Revenue from sales of goods

     4,649,581        5,018,138        5,174,936  

Revenue from rendering of services

     111,804        128,602        167,707  

Total

     4,761,385        5,146,740        5,342,643  

 

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NOTE 10. EMPLOYEE BENEFITS

Classes of Benefits and Expenses by Employee

 

     2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Employee expenses

     532,957        537,629        525,220  

Wages and salaries

     506,993        519,066        514,826  

Severance indemnities

     25,964        18,563        10,394  

 

     2016     2015     2014  

Discount rate

     4.52     4.91     4.61

Inflation

     2.79     2.95     2.97

Annual rate of wage growth

     5.22     5.22     5.79

Mortality rate (1)

     RV-2009       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

   2016
ThU.S.$
 

Discount rate

  

Increase in 100 bps

     (9,052

Decrease in 100 bps

     10,572  

Wage growth rates

  

Increase in 100 bps

     5,596  

Decrease in 100 bps

     (4,875

The following tables set forth the balances and the reconciliation of the present value of severance indemnities obligations as of December 31, 2016 and December 31, 2015:

 

     12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Current

     5,244       4,497  

Non-current

     60,084       51,936  

Total

     65,328       56,433  

Reconciliation of the present value of severance indemnities obligations

   12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Opening balance

     56,433       52,172  

Current service cost

     5,334       13,032  

Interest cost

     2,957       2,257  

(Gains) losses from changes in actuarial assumptions

     2,083       (5,723

Actuarial gains and losses arising from experience

     3,503       6,980  

Benefits paid

     (7,871     (3,482

Increase (decrease) for foreign currency exchange rates changes

     2,889       (8,803

Closing balance

     65,328       56,433  

 

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NOTE 11. BALANCES IN FOREIGN CURRENCY AND FOREIGN CURRENCY EXCHANGE RATE IMPACT IN PROFIT OR LOSS.

 

     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Total Current Assets

     2,722,360        2,686,412  

Cash and Cash Equivalents

     592,253        500,025  

U.S Dollar

     524,426        388,818  

Euro

     2,357        2,501  

Brazilian Real

     47,696        21,676  

Argentine Pesos

     4,046        40,573  

Other currencies

     3,327        2,979  

Chilean Pesos

     10,401        43,478  

Other current financial assets

     5,201        32,195  

U.S Dollar

     4,879        29,367  

Argentine Pesos

     315        2,828  

Other currencies

     7        —    

Other current non-financial assets

     144,915        133,956  

U.S Dollar

     62,246        55,365  

Euros

     71        82  

Brazilian Real

     22,537        16,505  

Argentine Pesos

     12,261        3,705  

Other currencies

     3,500        4,801  

Chilean Pesos

     44,300        53,280  

U.F.

     —          218  

Trade and other current receivables

     701,610        733,322  

U.S Dollar

     489,056        507,032  

Euro

     26,544        27,595  

Brazilian Real

     46,150        37,975  

Argentine Pesos

     15,137        23,016  

Other currencies

     16,620        14,091  

Chilean Pesos

     106,681        123,056  

U.F.

     1,422        557  

Accounts receivable due from related companies

     12,505        3,124  

U.S Dollar

     274        21  

Brazilian Real

     726        995  

Chilean Pesos

     10,548        2,108  

U.F.

     957        —    

Current Inventories

     852,612        909,988  

U.S Dollar

     812,748        871,629  

Brazilian Real

     39,864        38,359  

Current biological assets

     306,117        306,529  

U.S Dollar

     271,551        272,037  

Brazilian Real

     34,566        34,492  

Current tax assets

     104,088        64,079  

U.S Dollar

     6,199        5,464  

Brazilian Real

     5,798        5,243  

Argentine Pesos

     39        2,000  

Other currencies

     2,696        850  

Chilean Pesos

     89,356        50,522  

Non-current assets or disposal groups classified as held for sale or as held for distribution to owners

     3,059        3,194  

U.S Dollar

     3,059        3,194  

 

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Table of Contents
     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Total Non-Current Assets

     11,283,821        10,983,979  

Other non-current financial assets

     8,868        595  

U.S Dollar

     8,868        212  

Argentine Pesos

     —          383  

Other non-current non-financial assets

     130,319        125,516  

U.S Dollar

     95,658        114,164  

Brazilian Real

     4,042        2,987  

Argentine Pesos

     9,900        7,138  

Other currencies

     636        706  

Chilean Pesos

     20,083        521  

Trade and other non-current receivables

     14,273        15,270  

U.S Dollar

     6,895        9,976  

Other currencies

     527        729  

Chilean Pesos

     5,753        3,145  

U.F.

     1,098        1,420  

Accounts receivable due from related companies, non current

     957        —    

U.F.

     957        —    

Investments accounted for using equity method

     446,548        264,812  

U.S Dollar

     124,324        122,416  

Euro

     156,990        —    

Brazilian Real

     165,203        142,329  

Chilean Pesos

     31        67  

Intangible assets other than goodwill

     89,497        88,112  

U.S Dollar

     88,394        87,154  

Brazilian Real

     1,026        876  

Chilean Pesos

     77        82  

Goodwill

     74,893        69,475  

U.S Dollar

     42,508        42,445  

Brazilian Real

     32,385        27,030  

Property, plant and equipment

     6,919,495        6,896,396  

U.S Dollar

     6,394,105        6,448,616  

Brazilian Real

     520,448        442,959  

Chilean Pesos

     4,942        4,821  

Non-current biological assets

     3,592,874        3,520,068  

U.S Dollar

     3,185,872        3,297,710  

Brazilian Real

     407,002        222,358  

Deferred tax assets

     6,097        3,735  

U.S Dollar

     4,134        3,735  

Brazilian Real

     1,697        —    

Other currencies

     52        —    

Chilean Pesos

     214        —    

 

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Table of Contents
     12-31-2016      12-31-2015  
     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

     806,280        539,784        1,346,064        910,436        123,815        1,034,251  

Other current financial liabilities

     196,001        501,451        697,452        189,693        106,345        296,038  

U.S Dollar

     178,442        455,908        634,350        153,361        71,330        224,691  

Brazilian Real

     3,558        1,282        4,840        25,092        2,266        27,358  

Argentine Pesos

     11        29        40        —          356        356  

Chilean Pesos

     1,132        3,387        4,519        902        2,622        3,524  

U.F.

     12,858        40,845        53,703        10,338        29,771        40,109  

Bank Loans

     134,140        61,483        195,623        126,795        72,948        199,743  

U.S Dollar

     130,571        60,172        190,743        101,703        70,326        172,029  

Brazilian Real

     3,558        1,282        4,840        25,092        2,266        27,358  

Argentine Pesos

     11        29        40        —          356        356  

Financial Leases

     9,534        30,866        40,400        9,301        27,561        36,862  

Chilean Pesos

     1,132        3,387        4,519        902        2,622        3,524  

U.F.

     8,402        27,479        35,881        8,399        24,939        33,338  

Other Loans

     52,327        409,102        461,429        53,597        5,836        59,433  

U.S Dollar

     47,871        395,736        443,607        51,658        1,004        52,662  

U.F.

     4,456        13,366        17,822        1,939        4,832        6,771  

Trade and other current payables

     511,371        26,520        537,891        583,018        —          583,018  

U.S Dollar

     146,652        3,510        150,162        174,469        —          174,469  

Euros

     12,006        1,028        13,034        8,808        —          8,808  

Brazilian Real

     4,849        21,982        26,831        25,616        —          25,616  

Argentine Pesos

     31,661        —          31,661        27,068        —          27,068  

Other currencies

     12,244        —          12,244        17,619        —          17,619  

Chilean Pesos

     285,359        —          285,359        324,361        —          324,361  

U.F.

     18,600        —          18,600        5,077        —          5,077  

Accounts payable to related companies

     3,831        —          3,831        7,141        —          7,141  

U.S Dollar

     1,969        —          1,969        962        —          962  

Chilean Pesos

     1,862        —          1,862        6,179        —          6,179  

Other current provisions

     842        —          842        858        —          858  

U.S Dollar

     842        —          842        858        —          858  

Current tax liabilities

     1,641        —          1,641        10,030        946        10,976  

U.S Dollar

     448        —          448        6,380        —          6,380  

Euros

     7        —          7        1,093        —          1,093  

Brazilian Real

     —          —          —          530        —          530  

Argentine Pesos

     133        —          133        24        —          24  

Other currencies

     574        —          574        1,716        —          1,716  

Chilean Pesos

     479        —          479        287        946        1,233  

Current provisions for employee benefits

     5,214        30        5,244        1,751        2,746        4,497  

Chilean Pesos

     5,214        30        5,244        1,751        2,746        4,497  

Other current non-financial liabilities

     87,380        11,783        99,163        117,945        13,778        131,723  

U.S Dollar

     62,974        163        63,137        79,673        13,633        93,306  

Euros

     53        —          53        44        —          44  

Brazilian Real

     9,426        11,616        21,042        22,251        —          22,251  

Argentine Pesos

     3,474        —          3,474        4,428        139        4,567  

Other currencies

     3,202        —          3,202        3,704        —          3,704  

Chilean Pesos

     8,183        4        8,187        7,823        6        7,829  

U.F.

     68        —          68        22        —          22  

 

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     12-31-2016      12-31-2015  
    

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

     3,599,291        2,061,543        5,660,834        3,732,206        2,257,489        5,989,695  

Other non-current financial liabilities

     2,020,484        1,850,430        3,870,914        2,141,600        2,095,365        4,236,965  

U.S Dollar

     1,591,127        1,075,204        2,666,331        1,748,723        1,525,269        3,273,992  

Brazilian Real

     17,098        1,042        18,140        13,953        1,929        15,882  

Argentine Pesos

     —          —          —          48        —          48  

Chilean Pesos

     11,151        —          11,151        10,455        —          10,455  

U.F.

     401,108        774,184        1,175,292        368,421        568,167        936,588  

Bank Loans

     626,384        92,351        718,735        648,017        149,782        797,799  

U.S Dollar

     609,286        91,309        700,595        634,016        147,853        781,869  

Brazilian Real

     17,098        1,042        18,140        13,953        1,929        15,882  

Argentine Pesos

     —          —          —          48        —          48  

Financial Leases

     73,586        —          73,586        90,697        —          90,697  

Chilean Pesos

     11,151        —          11,151        10,455        —          10,455  

U.F.

     62,435        —          62,435        80,242        —          80,242  

Other Loans

     1,320,514        1,758,079        3,078,593        1,402,886        1,945,583        3,348,469  

U.S Dollar

     981,841        983,895        1,965,736        1,114,707        1,377,416        2,492,123  

U.F.

     338,673        774,184        1,112,857        288,179        568,167        856,346  

Other non-current provisions

     38,138        —          38,138        34,541        —          34,541  

U.S Dollar

     1        —          1        4        —          4  

Brazilian Real

     5,425        —          5,425        4,410        —          4,410  

Argentine Pesos

     32,712        —          32,712        30,127        —          30,127  

Deferred tax liabilities

     1,479,596        151,469        1,631,065        1,456,888        162,124        1,619,012  

U.S Dollar

     1,412,506        131,406        1,543,912        1,373,597        162,124        1,535,721  

Brazilian Real

     67,090        20,063        87,153        83,291        —          83,291  

Non-current provisions for employee benefits

     60,084        —          60,084        51,936        —          51,936  

Other currencies

     144        —          144        149        —          149  

Chilean Pesos

     59,940        —          59,940        51,787        —          51,787  

Other non-current non-financial liabilities

     989        59,644        60,633        47,241        —          47,241  

U.S Dollar

     430        —          430        392        —          392  

Brazilian Real

     —          59,644        59,644        46,043        —          46,043  

Argentine Pesos

     349        —          349        608        —          608  

Chilean Pesos

     206        —          206        195        —          195  

U.F.

     4        —          4        3        —          3  

 

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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.

   Chile    Chilean Pesos

Forestal Nuestra Señora del Carmen S.A.

   Argentina    Argentine Pesos

Forestal Talavera S.A.

   Argentina    Argentine Pesos

Greeneagro S.A.

   Argentina    Argentine Pesos

Leasing Forestal S.A.

   Argentina    Argentine Pesos

Savitar S.A.

   Argentina    Argentine Pesos

Flakeboard Company Limited

   Canada    Canadian Dollar

The table below shows a detail per company of the effect in the period of the Reserve of Exchange Differences on translation:

 

     January - December  
     2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Arauco Do Brasil S.A.

     73,087        (155,390      (66,222

Arauco Forest Brasil S.A.

     68,314        (140,992      (57,515

Arauco Florestal Arapoti S.A.

     19,523        (43,189      (17,640

Arauco Distribución S.A.

     —          (4,180      (3,793

Arauco Argentina S.A.

     4,989        (13,308      (5,765

Flakeboard Company Limited

     2,984        (16,915      (8,049

Others

     (13      (301      (406
  

 

 

    

 

 

    

 

 

 

Total reserve of exchange differences on translation

     168,884        (374,275      (159,390
  

 

 

    

 

 

    

 

 

 

Effect of foreign exchange rates changes

 

     January - December  
     2016
ThU.S.$
     2015
ThU.S.$
     2014
ThU.S.$
 

Exchange differences recognized in profit or loss, except for those arising on financial instruments measured at fair value through profit or loss

     (3,935      (40,827      (7,763

Reserve of exchange differences on translation (with Non-controlling interests)

     173,754        (385,109      (163,844

 

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NOTE 12. BORROWING COSTS

Arauco estimates the average rate of borrowings to finance its current investments projects. The average rate loans to finance these investments projects were claculated to record the capitalization.

 

     January - December  
     2016
ThU.S.$
    2015
ThU.S.$
 

Property, plant and equipment capitalized cost

    

Property, plant and equipment capitalized interest cost rate

     5.11     4.87

Amount of the capitalized interest cost, property, plant and equipment

     2,177       1,893  

 

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. and sodium chlorate purchases at EKA Chile 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.

 

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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 are equitable in relation to other transactions regularly performed at 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
12-31-2016
    % Ownership interest
12-31-2015
 
      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.

  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       1.4778       98.5204       99.9982  
 

Arauco do Brasil S.A.

  Brazil   Brazilian Real     1.1624       98.8366       99.9990       1.2485       98.7505       99.9990  
 

Arauco Europe Cooperatief U.A.

  Netherland   U.S. Dollar     0.4614       99.5376       99.9990       0.4843       99.5147       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       10.1297       89.8694       99.9991  
 

Arauco Middle East DMCC

  Dubai   U.S. Dollar     —         99.9990       99.9990       —         99.9990       99.9990  
76620842-8  

Arauco Nutrientes Naturales SPA

  Chile   U.S. Dollar     —         99.9484       99.9484       —         —         —    
 

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  
96657900-5  

Consorcio Protección Fitosanitaria Forestal S.A.

  Chile   Chilean Pesos     —         57.5404       57.5404       —         57.5404       57.5404  
 

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     —         98.4744       98.4744       —         98.4478       98.4478  
 

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   Argentine Pesos     —         99.9805       99.9805       —         99.9805       99.9805  
 

Forestal Talavera S.A.

  Argentina   Argentine Pesos     —         99.9942       99.9942       —         99.9942       99.9942  
 

Greenagro S.A.

  Argentina   Argentine Pesos     —         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   Argentine Pesos     —         99.9801       99.9801       —         99.9801       99.9801  
96510970-6  

Maderas Arauco S.A. (ex Paneles Arauco S.A.)

  Chile   U.S. Dollar     99.0000       0.9995       99.9995       99.0000       0.9995       99.9995  
 

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       —         99.9990       99.9990  
 

Savitar S.A.

  Argentina   Argentine Pesos     —         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  

 

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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  
     2016      2015      2014  
     ThU.S.$      ThU.S.$      ThU.S.$  

Salaries and bonuses

     84,699        65,760        63,159  

Per diem compensation to members of the Board of Directors

     1,783        1,097        1,397  

Termination benefits

     6,339        2,250        4,073  

Total

     92,821        69,107        68,629  

Related Party Receivables, Current

 

Name of Related Party

  Tax ID No.     Nature of
Relationship
  Country     Currency   Maturity     12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Forestal Mininco S.A

    91.440.000-7     Common Stockholder     Chile     Chilean pesos     30 days       39       44  

Eka Chile S.A

    99.500.140-3     Joint Venture     Chile     Chilean pesos     30 days       1,701       1,646  

Forestal del Sur S.A

    79.825.060-4     Common director     Chile     Chilean pesos     30 days       7,618       —    

Stora Enso Arapoti Industria del Papel S.A

    —       Associate     Brazil     Brazilian Real     —         —         472  

Unilin Arauco Pisos Ltda.

    —       Joint Venture     Brazil     Brazilian Real     30 days       726       523  

Abastible S.A.

    91.806.000-6     Controlling Parent’s Subsidiary     Chile     Chilean pesos     —         —         142  

CMPC Celulosa S.A.

    96.532.330-9     Common Stockholder     Chile     Chilean pesos     30 days       2       —    

Fundación Educacional Arauco

    71.625.000-8     Common director     Chile     Chilean pesos     30 days       1,188       276  

Fundación Acerca Redes

    65.097.218-K     Parent company is founder and
contributor
    Chile     U.S. Dollar     30 days       274       21  

Compañía Puerto de Coronel S.A.

    79.895.330-3     Subsidiary of the Associate     Chile     UF     Jan-17       478       —    

Compañía Puerto de Coronel S.A.

    79.895.330-3     Subsidiary of the Associate     Chile     UF     Sep-17       479       —    

TOTAL

              12,505       3,124  

 

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Related Party Receivables, Non-Current

 

Name of Related Party

  Tax ID No.     Nature of
Relationship
    Country     Currency     Maturity     12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Compañía Puerto de Coronel S.A.

    79.895.330-3      
Subsidiary of the
Associate
 
 
    Chile       UF       Sep-18       478       —    

Compañía Puerto de Coronel S.A.

    79.895.330-3      
Subsidiary of the
Associate
 
 
    Chile       UF       Sep-19       478       —    

TOTAL

              957       —    

Related Party Payables, Current

 

Name of Related party

  Tax ID No.     Nature of
Relationship
    Country     Currency     Maturity   12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Compañía de Petróleos de Chile S.A.

    99.520.000-7       Controlling Parent’s Subsidiary       Chile       Chilean pesos     30 days     1,758       6,057  

Abastible S.A.

    91.806.000-6       Controlling Parent’s Subsidiary       Chile       Chilean pesos     30 days     97       —    

Portaluppi, Guzman y Bezanilla Abogados

    78.096.080-9       Common director       Chile       Chilean pesos     —       —         98  

Puerto Lirquén S.A.

    96.959.030-1       Subsidiary of the Associate       Chile       U.S. Dollar     30 days     1,246       851  

Compañía Puerto de Coronel S.A.

    79.895.330-3       Subsidiary of the Associate       Chile       U.S. Dollar     30 days     723       111  

Empresas Copec S.A.

    90.690.000-9       Controlling Parent       Chile       Chilean pesos     —       —         24  

Adm. de ventas al detalle Arco Prime Ltda.

    77.215.640-5      
Controlling Parent’s
Subsidiary
 
 
    Chile       Chilean pesos     30 days     5       —    

Empresa Distrib. Papeles y Cartones S.A.

    88.566.900-k       Common Stockholder       Chile       Chilean pesos     30 days     2       —    

TOTAL

              3,831       7,141  

 

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Table of Contents

Related Party Transactions

Purchases

 

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Abastible S.A.

  91.806.000-6   Controlling Parent’s Subsidiary   Chile   Chilean pesos   Fuel     2,199       2,503       3,676  

Empresas Copec S.A

  90.690.000-9   Controlling Parent   Chile   Chilean pesos   Management service     356       233       277  

Compañía de Petróleos de Chile S.A.

  99.520.000-7   Controlling Parent’s Subsidiary   Chile   Chilean pesos   Fuel and other     39,732       61,245       96,497  

Compañía Puerto de Coronel S.A.

  79.895.330-3   Subsidiary of the Associate   Chile   U.S. Dollar   Transport and
stowage
    8,633       10,917       9,458  

Puerto Lirquén S.A.

  96.959.030-1   Subsidiary of the Associate   Chile   U.S. Dollar   Port services     7,311       7,694       9,937  

EKA Chile S.A.

  99.500.140-3   Joint Venture   Chile   Chilean pesos   Sodium chlorate     47,236       39,362       48,696  

Forestal del Sur S.A.

  79.825.060-4   Common director   Chile   Chilean pesos   Timber and ships     2,093       2,018       —    

Portaluppi, Guzman y Bezanilla Abogados

  78.096.080-9   Common director   Chile   Chilean pesos   Legal services     1,295       1,312       1,761  

Empresa Nacional de Telecomunicaciones S.A.

  92.580.000-7   Common Stockholder   Chile   Chilean pesos   Telephone services     512       552       474  

CMPC Maderas S.A.

  95.304.000-K   Common Stockholder   Chile   Chilean pesos   Timber and logs     511       267       489  

Forestal Mininco S.A.

  91.440.000-7   Common Stockholder   Chile   Chilean pesos   Timber and logs     180       204       204  

Red to Green S.A.(Ex-Sigma Servicios Informáticos S.A.)

  86.370.800-1   Common director   Chile   Chilean pesos   Computer services     249       59       —    

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     383       447       330  

CMPC Celulosa S.A.

  96.532.330-9   Common Stockholder   Chile   Chilean pesos   Others purchases     3       2,217       1023  
Sales                

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Colbún S.A.

  96.505.760-9   Common director   Chile   Chilean pesos   Electrical Power     5,999       1,083       3,284  

EKA Chile S.A.

  99.500.140-3   Joint venture   Chile   Chilean pesos   Electrical Power     16,326       17,543       27,361  

Stora Enso Arapoti Industria de Papel S.A.

  —     Associate   Brazil   Brazilian
Real
  Timber     1,149       5,617       8,349  

Forestal del Sur S.A.

  79.825.060-4   Common director   Chile   Chilean pesos   Harvesting services,
Timber and chips
    21,657       19,328       19,311  

CMPC Celulosa S.A.

  96.532.330-9   Common director   Chile   Chilean pesos   Timber     35       130       246  

Cartulinas CMPC S.A.

  96.731.890-6   Common director   Chile   Chilean pesos   Pulp     —         —         679  

Empresa Eléctrica Guacolda S.A.

  96.635.700-2   Associate   Chile   Chilean pesos   Electrical power     —         —         1,264  

Forestal Mininco S.A.

  91.440.000-7   Common Stockholder   Chile   Chilean pesos   Timber     47       311       —    

Compañía Puerto de Coronel S.A.

  79.895.330-3   Associate   Chile   UF   Sale of land     1,914       —         —    

Unilin Arauco Pisos Ltda.

  —     Joint venture   Brazil   Brazilian
Real
  Timber     5,263       2,666       11,887  
Other Transactions                

Name of Related Party

  Tax ID No.   Nature of
Relationship
  Country   Currency   Transaction Descriptions   12-31-2016
ThU.S.$
    12-31-2015
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       151,549  

 

(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).

 

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NOTE 14. CONSOLIDATED FINANCIAL STATEMENTS

On August 2, 2016, our subsidiary Forestal Arauco S.A. incorporated the company Arauco Nutrientes Naturales SPA, with a capital contribution of ThU.S.$5,000 of which, as of December 31, 2016, Th.U.S.$3,000 had been paid. The corporate purpose of the company is the manufacture and sale of products made from extracts, fruits, and others.

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 service for our clients.

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, consideration paid 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 due from related companies, Current

     39,917  

Other Assets, Current

     154  

Current Assets, Total

     44,245  

Accounts receivable due 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 Liabilities, 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 presented net from the above mentioned gain.

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.

 

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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  

The details of the subsidiaries included in the consolidation of Arauco are disclosed in Note 13.

 

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NOTE 15. INVESTMENTS IN ASSOCIATES

At December 31, 2016 and December 31, 2015 there are no new investments in associates to report.

On March 31, 2016, our subsidiary Arauco do Brasil S.A. sold its stake at Stora Enso Arapoti Industria de Papel S.A. for ThU.S.$4,141. This transaction generated a loss of ThU.S.$10,369, as reflected in the Consolidated Statements of Profit or Loss, in line item “Other Expenses”.

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%
    

12-31-2016

  

12-31-2015

Carrying amount

   ThU.S.$61,505    ThU.S.$58,922

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%
    

12-31-2016

  

12-31-2015

Carrying amount

   ThU.S.$43,559    ThU.S.$43,200

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%   
    

12-31-2016

  

12-31-2015

Carrying amount

   ThU.S.$190    ThU.S.$179

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%
    

12-31-2016

  

12-31-2015

Carrying amount

   —      ThU.S.$17,397

 

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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%
   

12-31-2016

  

12-31-2015

Carrying amount

  ThU.S.$(1)    ThU.S.$16

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%
   

12-31-2016

  

12-31-2015

Carrying amount

  ThU.S.$31    ThU.S.$67

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

  

12-31-2015

Carrying amount

  ThU.S.$160,490    ThU.S.$121,360

 

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Table of Contents

Summarized Financial Information of Associates

 

12-31-2016

   Puertos y
Logística S.A.
ThU.S.$
    Inversiones  Puerto
Coronel S.A.
ThU.S.$
    Serv.Corporativos
Sercor S.A.
ThU.S.$
    Assets
Stora Enso  Arapoti
Ind.de Papel 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

     76,021       29       4,608       0       24,972       6       26       105,662  

Non-current

     572,831       88,936       668       0       415,083       152       63       1,077,733  

Total

     648,852       88,965       5,276       0       440,055       158       89       1,183,395  
      Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
    Serv.Corporativos
Sercor S.A.
ThU.S.$
    Liabilities
Stora Enso Arapoti
Ind.de Papel 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

     44,457       82       3,412       0       3,446       0       9       51,406  

Non-current

     301,065       —         912       0       109,079       6       85       411,147  

Equity

     303,330       88,883       952       0       327,530       153       -5       720,843  

Total

     648,852       88,965       5,276       0       440,055       159       89       1,183,396  

Revenues

     107,722       3,072       4,591       492       44,822       33       94       160,826  

Expenses

     (98,642     —         (4,587     (6,320     (15,238     (147     (100     (125,034

Profit or loss (continuing operations)

     9,080       3,072       4       (5,828     29,584       (114     (6     35,792  

Other comprehensive income

     7,385       (29     —         —         —         —         —         7356  

Total Comprehensive income

     16,465       3,043       4       (5,828     29,584       (114     (6     43,148  

Dividends

     —         —         —         —         1,420       —         —         1,420  

12-31-2015

   Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
    Serv.Corporativos
Sercor S.A.
ThU.S.$
    Assets
Stora Enso Arapoti
Ind.de Papel 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       14,736       1       44       169,474  

Non-current

     472,638       86,453       664       33,284       322,598       345       146       916,128  

Total

     563,534       86,482       4,838       92,878       337,334       346       190       1,085,602  

12-31-2015

   Puertos y
Logística S.A.
ThU.S.$
    Inversiones Puerto
Coronel S.A.
ThU.S.$
    Serv.Corporativos
Sercor S.A.
ThU.S.$
    Liabilities
Stora Enso Arapoti
Ind.de Papel 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       9,098       7       7       67,762  

Non-current

     231,160       0       808       7,094       80,563       5       118       319,748  

Equity

     290,590       86,400       894       72,136       247,673       334       65       698,092  

Total

     563,534       86,482       4,838       92,878       337,334       346       190       1,085,602  

Revenues

     88,689       4,629       16,007       9,574       36,270       983       121       156,273  

Expenses

     (89,719     0       (5,163     (3,579     (19,674     (105     (1,229     (119,469

Profit or loss (continuing operations)

     (1,030     4,629       10,844       5,995       16,596       878       (1,108     36,804  

Other comprehensive income

     (4,386     0       —         —         —         —         —         (4,386

Total Comprehensive income

     (5,416     4,629       10,844       5,995       16,596       878       (1,108     32,418  

Dividends

     —         —         —         —         4,235       —         —         4,235  

 

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Reconciliation of Investment in Associates and Joint Ventures

 

     12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Opening balance as of January 1, 2016

     264,812       326,045  

Changes

    

Investments in associates, Additions

     —         1,808  

Investment in joint ventures, Additions

     153,135       —    

Disposals, Investments in associates

     (14,510     —    

Share of profit (loss) in investment in associates

     16,349       5,573  

Share of profit (loss) in investment in joint ventures

     7,590       1,175  

Dividends Received

     (5,320     (18,396

Increase (Decrease) in foreign exchange currency

     20,634       (55,207

Other increases (decreases)

     3,858       3,814  

Total changes

     181,736       (61,233

Ending balance

     446,548       264,812  
     12-31-2016
ThU.S.$
    12-31-2015
ThU.S.$
 

Carrying amount of associates accounted for using equity method

     265,775       241,140  

Carrying amount of joint ventures accounted for using equity method

     180,773       23,672  

Total investment accounted for using equity method

     446,548       264,812  

 

NOTE 16. INTERESTS IN JOINT ARRANGEMENTS

Investments and contributions made

On May 31, 2016, Inversiones Arauco Internacional Limitada, Arauco’s subsidiary, acquired 50% of the shares of Tableros de Fibras S.A, a Spanish subsidiary of SONAE INDUSTRIA, SGPS, S.A. (“Sonae”), which as of such date changed its name to “Sonae Arauco S.A.”. The price paid by Arauco for the acquisition of 50% of the shares of Sonae Arauco was the amount of €137,500,000 (equivalent to ThU.S.$153,135 at the acquisition date). This transaction generated a goodwill of ThU.S 36,190, as shown in the Consolidated Statements of Financial Position as part of the investment. As of December 31, 2016, the investment is accounted for under the equity method, notwithstanding that for the final determination of its reasonable value is still ongoing.

Sonae Arauco produces and sales wood panels, of the type of MDF, PB and OSB, and sawn timber, through the operation of 2 panel plants and one sawmill in Spain; 2 panel plants and one resin plant in Portugal; 4 panel plants in Germany and 2 panel plants in South Africa.

 

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In the aggregate, the production capacity of Sonae Arauco is of approximately 1.45 million m3 of MDF, 2.27 million m3 of particle boards, 460,000 m3 of OSB and 100,000 m3 of sawn timber.

As of December 31, 2016, Arauco has not carried out any contributions to Uruguayan companies Celulosa y Energía Punta Pereira S.A. and Zona Franca Punta Pereira S.A. (ThU.S.$82,943 as of December 31, 2015 through its subsidiary Arauco Europe Cooperatief U.A.), where Arauco still holding 50% of control under a joint agreement.

The contributions made were invested in the construction of a last generation 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 these companies whereby Arauco has engaged in an economic activity subject to common control, which is classified as a joint venture.

The following tables set forth summarized financial information of the more significant interests in joint arrangements, which qualify as joint operations:

 

      12-31-2016      12-31-2015  

Celulosa y Energía Punta Pereira S.A. (Uruguay)

   Assets
ThU.S.$
    Liabilities
ThU.S.$
     Assets
ThU.S.$
    Liabilities
ThU.S.$
 

Current

     173,258       182,834        173,499       167,067  

Non-current

     2,131,266       735,679        2,192,148       885,723  

Equity

       1,386,011        —         1,312,857  

Total Joint Arrangement

     2,304,524       2,304,524        2,365,647       2,365,647  
  

 

 

   

 

 

    

 

 

   

 

 

 

Investment

     693,006          656,429    
  

 

 

      

 

 

   
     12-31-2016
ThU.S.$
           12-31-2015
ThU.S.$
    12-31-2014
ThU.S.$
 

Income

     680,819          720,499       260,934  

Expenses

     (618,387        (612,101     (314,251

Joint Arrangement Net Income (Loss)

     62,432          108,398       (53,317
         
     12-31-2016      12-31-2015  

Forestal Cono Sur S.A.(consolidated) (Uruguay)

   Assets
ThU.S.$
    Liabilities
ThU.S.$
     Assets
ThU.S.$
    Liabilities
ThU.S.$
 

Current

     23,745       21,039        23,267       21,495  

Non-current

     178,236       1,381        176,876       4,654  

Equity

     —         179,561        —         173,994  

Total Joint Arrangement

     201,981       201,981        200,143       200,143  
  

 

 

   

 

 

    

 

 

   

 

 

 

Investment

     89,781          86,997    
  

 

 

      

 

 

   

 

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     12-31-2016
ThU.S.$
            12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Income

     8,443           10,821        9,200  

Expenses

     (2,876         (12,000      (4,844

Joint Arrangement Net Income (Loss)

     5,567           (1,179      4,356  
     12-31-2016      12-31-2015  

Eufores S.A. (consolidated) (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     178,644        200,525        158,735        187,311  

Non-current

     604,736        23,052        611,500        39,994  

Equity

     —          559,803        —          542,930  

Total Joint Arrangement

     783,380        783,380        770,235        770,235  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     279,902           271,465     
  

 

 

       

 

 

    
     12-31-2016
ThU.S.$
            12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Income

     296,927           292,534        202,814  

Expenses

     (280,054         (297,291      (222,853

Joint Arrangement Net Income (Loss)

     16,873           (4,757      (20,039
     12-31-2016      12-31-2015  

Zona Franca Punta Pereira S.A. (Uruguay)

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     4,397        82,331        11,582        71,202  

Non-current

     492,815        63,021        494,585        88,182  

Equity

     —          351,860        —          346,783  

Total Joint Arrangement

     497,212        497,212        506,167        506,167  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     175,930           173,392     
  

 

 

       

 

 

    
     12-31-2016
ThU.S.$
            12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Income

     31,042           19,079        20,885  

Expenses

     (25,966         (41,988      (22,762

Joint Arrangement Net Income (Loss)

     5,076           (22,909      (1,877

The following tables set forth summarized financial information of the more significant interests in joint ventures:

 

     12-31-2016      12-31-2015  

Unilin Arauco Pisos Ltda.

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     7,900        3,549        5,943        2,304  

Non-current

     5,094        18        3,544        37  

Equity

     —          9,427        —          7,146  

Total Joint Arrangement

     12,994        12,994        9,487        9,487  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     4,714           3,573     
  

 

 

       

 

 

    
      12-31-2016
ThU.S.$
            12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Income

     1,305           112        6,385  

Expenses

     (1,974         (2,462      (6,378

Joint Arrangement Net Income (Loss)

     (669         (2,350      7  

 

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      12-31-2016      12-31-2015  

Eka Chile S.A.

   Assets
ThU.S.$
     Liabilities
ThU.S.$
     Assets
ThU.S.$
     Liabilities
ThU.S.$
 

Current

     15,817        4,348        23,457        8,365  

Non-current

     31,690        5,021        30,203        5,097  

Equity

     —          31,138        —          40,198  

Total Joint Arrangement

     47,507        47,507        53,660        53,660  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment

     19,069           20,099     
  

 

 

       

 

 

    
     12-31-2016
ThU.S.$
            12-31-2015
ThU.S.$
     12-31-2014
ThU.S.$
 

Income

     48,276           39,646        49,570  

Expenses

     (44,045         (36,355      (48,530

Joint Arrangement Net Income (Loss)

     4,231           3,291        1,040  
  

 

 

       

 

 

    

 

 

 
      12-31-2016                

Sonae Arauco S.A.

   Assets
ThU.S.$
     Liabilities
ThU.S.$
               

Current

     223,145        213,228        

Non-current

     544,087        312,404        

Equity

     —          241,600        

Total Joint Arrangement

     767,232        767,232        
  

 

 

    

 

 

       

Net Assets

     120,800           

Adjustment to Net Assets (Goodwill)

     36,190           

Investment

     156,990           
  

 

 

          
     12-31-2016
ThU.S.$
                      

Income

     507,179           

Expenses

     (495,560         

Joint Arrangement Net Income (Loss)

     11,619           
  

 

 

          

 

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NOTE 17. IMPAIRMENT OF ASSETS

In 2015, a provision for the impairment 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, 2016 and December 31, 2015, 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
     12-31-2016    12-31-2015

Information relevant to the sum of all impairment

   ThU.S.$7,464    ThU.S.$4,658

This impairment provision is being analyzed to determine the definitive write-off corresponding to the related assets. In addition, as of December 2015, 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.$74,893 (ThU.S.$69,475, at December 31, 2015)

Of the total of goodwill, ThU.S.$39,694 (ThU.S.$39,631 as of December 31, 2015) 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 ownership.

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 real discount rate of 7.8% which reflects current market assessments for the timber segment in North America.

The investment in the panel plant in Pien, Brazil generated a goodwill of ThU.S.$32,385 (ThU.S.$27,030 as of December 31, 2015).

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% real discount rate that reflects current evaluations for the panel segment in Brazil.

As a result of the annual impairment test, the carrying value of the goodwill does not exceed their recoverable value, and therefore there is no need to recognize impairment losses.

Between December 31, 2016 and 2015, the variation of the balance in goodwill is only due to the translation adjustments as explained in the accounting policies.

 

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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, and objected certain income tax returns made by Arauco on April 16, 2001 and October 31, 2001, and furthermore, requested the reimbursement of the amounts returned in connection to tax losses, along with the amendment of the FUT (Tax Profits Fund) Registry balance. In consideration to the foregoing, the above mentioned tax resolutions ordered the restitution of the historical amount of $4,571,664,617 (equal to ThU.S.$ 6,829 as of December 31, 2016). 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 above mentioned tax resolutions No. 184 and 185 of 2005. The RAF was resolved on January 9, 2009 by the Chilean IRS, partially sustaining the Company’s request, granting a discount to the total amount of $1,209,399,164 (equal to ThU.S.$ 1,807, as of December 31, 2016), resulting in a total disputed amount of $3,362,265,453 (equal to ThU.S.$ 5,022, as of December 31, 2016); consequently, on this date the claim corresponding to the sums not granted during the enforcement stage was filed. 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. Currently, the case’s evidentiary stage is due to begin.

Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company and therefore as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

2. In connection 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 seek to be compensated for alleged damages that they had from the aforementioned event, including loss of profits, pain and suffering and an alleged contractual liability, for a total of $2,695,560,000 (equal to ThU.S.$ 4,026, as of December 31, 2016).

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 (equal to ThU.S.$7, as of December 31, 2016), 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. In turn, the plaintiff adhered to the appeal, seeking to have the amount of the non-monetary damages recognized by the first instance decision increased. Pending. (Court of Appeals Docket No. 60-2016).

 

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Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

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 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.

The maximum fine that the SMA could apply against the Company, for the above mentioned charges, is up to 36,000 UTA (equivalent to ThU.S.$ 29,801, as of December 31, 2016).

Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company, and therefore as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

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 established term - a compliance program which contains 30 actions and goals, related to each one of the 8 alleged infringements. On July 15, 2016, the Exempted Resolution No. 11 of the SMA was notified, which approved the compliance program and suspended the punitive proceedings. If the program is satisfactorily implemented, it would be possible to conclude the proceedings without applying any sanctions.

On August 3, 2016, third-party complainants in the administrative proceeding filed a complaint appeal against Exempted Resolution No. 11 issued by the SMA, which approved the compliance program. On December 24, 2016, the Third Environmental Court rejected such complaint filed against Ex. Res. No. 11 SMA, which approved the compliance program. The petitioners did not file a cassation remedy.

5. Through Exempted Resolution No. 1/File F-020-2016, dated May 6, 2016, the SMA formulated four charges against the Company due to certain alleged breaches of the Environmental Qualification Resolutions of the Licancel Plant. The SMA classified the four charges as follows: 1 severe and 3 minor.

The Company filed its defenses on June 8, 2016. On October 21, 2016, the SMA requested additional information from the Company, which will be submitted in due time. On January 12, 2017, the SMA served its resolution concluding the investigation. The SMA has to issue a new resolution either absolving or sanctioning the Company. The SMA’s resolutions may be challenged before the Environmental Court.

 

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On February 1, 2017, the Environment Superintendent issued Exempted Resolution No. 71, imposing a fine against the Company for the amount of 239 Annual Tax Units (UTA) (equivalent to ThU.S.$ 198, as of December 31, 2016).

 

 

Regarding Charge No. 1, related to the disposal of solid industrial waste, particularly ashes in excess of the thresholds authorized by RCA No. 75/2004, a fine amounting to 3 UTA was applied (equivalent to ThU.S.$ 2, as of December 31, 2016).

 

 

Regarding Charge No. 2, related to the failure to withdraw from the former treatment pond “pursuant to RCA No. 308/2006,” in the environmental inspections dated May of 2013 and February of 2015, a fine amounting to 234 UTA was applied (equivalent to ThU.S.$194, as of December 31, 2016).

 

 

Regarding Charge No. 3, that is, related to exceeding the humidity percentages of the mud disposed of in the solid waste deposit, a fine amounting to 2 UTA was applied (equivalent to ThU.S.$ 2, as of December 31, 2016).

 

 

Regarding Charge No. 4, related to the fact that the discharge point of the effluent was not built at the approved location, the Company was acquitted.

On February 13, 2017, the Company filed a motion for reconsideration, requesting the annulment of the fine or substantially decreasing it. This remedy is currently pending.

Since the Company’s position is grounded in solid legal arguments, and there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

6. Through Exempted Resolution No. 1/File F-031-2016, dated September 15, 2016, the SMA formulated three charges against the Company due to certain alleged breaches of certain Environmental Qualification Resolutions of the Constitución Plant, and an alleged contravention of Law 19,300 resulting from a purported circumvention of the Environmental Assessment System. The SMA classified the three charges as follows: 1 severe and 2 minor.

On October 17, 2016, the Company filed a Compliance Program containing 7 actions and objectives. On January 3, 2017 the SMA served its resolution approving the compliance program submitted by the Company. If the compliance program is executed satisfactorily, the proceedings would conclude without the application of any sanctions.

Since the Company’s position is grounded in solid legal arguments, there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

 

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Arauco Argentina S.A.

1. On December 14, 2007 the Federal Administration of Internal Revenue (Administración Federal de Ingresos Públicos) (“AFIP”) requested a determination, challenging the deductibility, as against Income Tax, of certain expenses, interests and exchange differences generated by Private Negotiable Obligations issued by the Company in 2001 and cancelled in 2007, for an amount of US$ 250,000,000.

This determination reached $417,908,207 Argentine Pesos (equivalent to ThU.S.$26,300 as of December 31, 2016) for principal, compensatory interest and fines.

On February 11, 2008, the Company appealed before the National Tax Court (Tribunal Fiscal de la Nación) (“TFN”), which upheld the State’s determination on February 2010. The Company appealed this decision before the National Chamber of Appeals for Federal Administrative Disputes.

Likewise, the Company requested an interim measure of relief before the Chamber of Appeals, so that the Chamber may order the suspension of the determination’s enforceability while the final judgment is pending. On May 13, 2010, Chamber I of the National Chamber of Appeals for Federal Administrative Disputes approved the request, subject to the pledge of collateral, which collateral was furnished by the Company by means of Insurance Policy No. 86058, issued by Zurich Argentina Cia. de Seguros S.A. for $633,616,741 Argentine Pesos (equivalent to ThU.S.$ 39,875 as of December 31, 2016).

The judgment of the Chamber of Appeals, issued in December 2012, was contrary to the company’s interests. The Company filed an Ordinary Appeal before the Supreme Court of Justice, which was authorized by the Chamber of Appeals, and an Extraordinary Appeal, which was duly noted by the Chamber for the relevant procedural phase.

During this entire process, the Company, in consultation with its legal advisors external maintained their opinion that the Company had behaved within the limits of the law in its deduction of the interests, expenses and exchange differences that was challenged by the State, and that there were good chance that this determination issued by the AFIP would be rendered without effect.

On July 22, 2016, Congress passed law No. 27,260, whose Title II, Book II establishes an Exceptional Regularization Regime for Tax, Social Security and Customs Obligations, for obligations that have been the subject matter of judicial proceedings (henceforth, the “Regularization Regime”).

The introduction of the Regularization Regime entails an exemption from the applicable fines as well as a portion of the interests. In order to enjoy these benefits, the taxpayer must unconditionally accept its counterparty’s claim in relation to the regularized obligations, as well as desist from and withdraw any action and right, including restitution actions, bearing the expense of litigation costs and expenses.

The legal counselors that have been intervening in the different stages of litigation have highlighted the very important economic advantages offered by the Regularization Regime in light of the contingency inherent to any judicial case.

On September 7, 2016, the Company materialized its application to the Regularization Regime before the AFIP, in connection to the obligations claimed in consideration to the adjustment conducted by the State regarding the Income Tax Statements filed between the years 2001 and 2004 and reported this situation to the Nation’s Supreme Court, consequently abandoning the Ordinary Appeal that had been promptly lodged.

 

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As of this date, the updated amount for the contingency amounted to approximately $ 891,758,132 Argentine Pesos (equal to ThU.S.$ 56,121 as of December 31, 2016), corresponding to principal, interest and fines. The Company decided to pay in cash, and the balance that was finally paid amounted to $ 248,503,504 Argentine Pesos (equal to ThU.S.$ 15,639 as of December 31, 2016). Additionally, the Company shall assume the payment of all litigation costs and trial expenses, the sum of which was undetermined as of the date of these financial statements. On November 1, 2016, the Nation’s Supreme Court of Justice declared the above mentioned remedy’s abandonment and returned the file to the court of origin. On November 30, 2016, the First Chamber of the National Appeals Court declared that the case file as returned.

2. Pursuant to law No. 25,080, the former Secretary of Agriculture, Livestock, Fishing and Foodstuffs, the enforcement agency referred to in the law approved, by Res. No. 952/2000, the forestry and industrial-forestry projects submitted by Arauco Argentina S.A. In the context of these projects, the Company afforested: 1) 4,777 hectares during 2000, in observance of its committed yearly plan; and 2) 23,012 hectares between 2000 and 2006 as a part of the multi-year afforestation plan. Likewise, a sawmill was built with installed capacity to produce 250,000 m3 of sawn timber per year.

On January 11, 2001, Arauco Argentina S.A. submitted an expansion for the approved industrial-forestry project. The expansion was approved via Res. No. 84/03 issued by the former Secretary of Agriculture, Livestock, Fishing and Foodstuffs. In accordance with the assumed obligations, the Company built a MDF board (panels) plant and afforested 8,089 hectares between 2001 and 2006.

Additionally, the Company filed yearly forestry plans between years 2007 and 2015 for its local operations in the Provinces of Misiones and Buenos Aires.

In March, 2005, Note No. 145/05 of the Undersecretary of Agriculture, Livestock and Afforestation suspended the benefit that exempted Arauco Argentina S.A. from paying export duties under Law No. 25,080. This measure is currently under discussion by the Company. On November 8, 2006, the V Chamber of the National Appeals Court for Adversarial Administrative and Federal Matters issued a ruling ordering Arauco Argentina S.A. to continue to enjoy an exemption from paying the exportation duties, in the same manner and scope it had prior to the suspension ordered by Note No. 145/05, if the clearance of merchandise is performed pursuant to the guarantee regime established in article 453, subsection a) of the Customs Code, for the exempted tax obligation. 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. The Company maintains an assignment of funds equivalent to $372,478,000 Argentine Pesos (ThU.S.$ 23,441 as December 31, 2016) for guaranteed export duties, which appears under not current provisions. Additionally, the Company filed a restitution claim for a total amount of US$6,555,207, plus interests accrued from the service of the claim, corresponding to export duties between March 2005 and March 2007, as a result of the application of Note 145/05 issued by the Undersecretary of Agriculture, Livestock and Afforestation. Both the underlying issue and the restitution claim have yet to be resolved.

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 collateral 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. In January 2006, the Company furnished, in protest, the requested collateral, which amount to, as of the date of these financial statements, $245,359,796 Argentine pesos (ThU.S.$ 15,441 as of December 31, 2016). On April 29, 2016, the corresponding authority issued Resolution 154 – E/2016 that repealed Resolution 260/2005 and established a minimum and maximum amount for the collateral. The Company shall apply the new Resolution upon the expiration of the next collateral policy (May 2017).

 

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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.

The resolution through which the Intervening Court declared the expiration of the criminal action based on the statute of limitations and acquitted the Company was issued on August 23, 2016.

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. With the first level administrative decision, the main amount is R$164,159,000 (ThU.S.$ 50,468 as of December 31,2016)

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 and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

Forestal Arauco S.A.

1. 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.

 

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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. (Case Docket Court of Appeals No. 1956-2015).

On January 13, 2017, the Court of Appeals of Concepción upheld the lower court ruling.

The plaintiff did not appealed the Court of Appeals of Concepción ruling, whereby the lower court ruling – which dismissed the claim – was confirmed. Consequently, the decision is final and not subject to any further appeal. Trial concluded.

2. 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. The plaintiff valued the damages in the amount of $4,203,216,164 (equivalent to ThU.S.$ 6,278, as of December 31, 2016).

On November 14, 2016, the lower court issued a ruling partially upholding the claim, convicting Forestal Arauco S.A. to pay the sum of $115,026,673 (equivalent to ThU.S.$ 172 as of December 31, 2016) as general damage, and the sum of $607,849,413 (equivalent to ThU.S.$ 908 as of December 31, 2016) for loss profit, rejecting the claim for alleged moral damage, all without ordering the payment of litigation expenses.

Forestal Arauco S.A. challenged the ruling filing a cassation remedy based on procedural violations as well as an appeal. The plaintiff also challenged the ruling through an appeal. All remedies are currently pending for discussion and ruling by the Court of Appeals of Valdivia. Since January 12, 2017, the remedies are awaiting their presentation (Court entry Case File No. 779-2016).

Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

3. 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 above mentioned 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 ordered that this trial be joined with those entertained under Case File C-54-2015, suspending the proceeding and ordering the parties to appoint a joint representative to act on behalf of both parties. The attorneys for both claimant parties conferred reciprocal powers to each other, and thus the Court deemed they had fulfilled the legal requirement.

 

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On December 9, 2016, the Court summoned the parties to a ruling hearing. The issuance of the ruling is pending (Case file C-334-2014 of the Civil Court of Constitución).

On February 24, 2017, the final ruling of the lower court was notified, completely dismissing the claim, with litigation costs. The filing of potential remedies is currently available.

Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

4. 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 above mentioned 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 8, 2016, the defendant requested a consolidation of the proceedings with Case file 334-2014, as well as the suspension of the proceedings until this request is decided upon. The Court ordered this case file to be joined with the proceedings of case file No. C-334-2014 of the Civil Court of Constitución.

On February 24, 2017, the final ruling of the lower court was notified, completely dismissing the claim, with litigation costs. The filing of potential remedies is currently available.

Considering that the Company’s position is based on solid legal grounds, there is a reasonable margin for obtaining a favorable result for the Company and therefore, as of December 31, 2016, Arauco has not made any provision whatsoever in connection to this contingency.

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, 2016 and December 31, 2015 are as follows:

 

Classes of Provisions

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Provisions, Current

     842        858  

Provisions for litigations

     427        404  

Other provisions

     415        454  

Provisions, non-Current

     38,138        34,541  

Provisions for litigations

     14,696        10,996  

Other provisions

     23,442        23,545  
  

 

 

    

 

 

 

Total Provisions

     38,980        35,399  
  

 

 

    

 

 

 

 

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     12-31-2016  

Movements in Provisions

   Litigations
ThU.S.$ (*)
    Other
Provisions
ThU.S.$
    Total
ThU.S.$
 

Opening balance

     11,400       23,999       35,399  

Changes in provisions

      

Increase in existing provisions

     5,363       1       5,364  

Used provisions

     (998     (39     (1,037

Increase (decrease) in foreign currency exchange

     (609     —         (609

Other Increases (Decreases)

     (33     (104     (137

Total Changes

     3,723       (142     3,581  

Closing balance

     15,123       23,857       38,980  

 

(*) The increase in legal claims is composed mainly of ThU.S.$ 863 and ThU.S.$ 2,255 (Brazilian and Argentine subsidiaries respectively) in connection with civil and labor lawsits, and ThU.S.$1,490 from Arauco Argentina in connection of fees in lawsuits.

 

     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  

Used provisions

     (2,990     —         (2,990

Increase (decrease) in foreign currency exchange

     (5,163     —         (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 ThU.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 ThU.S.$1,429 from Arauco Argentina for export duties. While in the Other Increases (Decreases), line item, the reverse of Negative Equity to Arauco Forest Brasil over Novo Oeste by ThU.S.$ 25,290 and Forestal Cholguán over Sercor is reflected by ThU.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 are included that correspond 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.

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.

 

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NOTE 19. INTANGIBLE ASSETS

 

     12-31-2016     12-31-2015  

Classes of Intangible Assets, Net

   ThU.S.$     ThU.S.$  

Intangible assets, net

     89,497       88,112  

Computer software

     26,370       21,251  

Water rights

     5,689       5,485  

Customer

     50,982       55,265  

Other identifiable intangible assets

     6,456       6,111  

Classes of intangible Assets, Gross

     159,025       142,704  

Computer software

     72,008       58,275  

Water rights

     5,689       5,485  

Customer

     71,275       70,676  

Other identifiable intangible assets

     10,053       8,268  

Classes of accumulated amortization and impairment

    

Total accumulated amortization and impairment

     (69,528     (54,592

Accumulated amortization and impairment, intangible assets

     (69,528     (54,592

Computer software

     (45,638     (37,024

Customer

     (20,293     (15,411

Other identifiable intangible assets

     (3,597     (2,157

Reconciliation of the carrying amount of intangible assets at the beginning and end of each reporting period balances

 

     12-31-2016        

Reconciliation of intangible assets

   Computer
Software
ThU.S.$
    Water
Rights
ThU.S.$
    Customer
ThU.S.$
    Others
ThU.S.$
    TOTAL
ThU.S.$
 

Opening Balance

     21,251       5,485       55,265       6,111       88,112  

Changes

          

Additions

     12,935       204       —         1,718       14,857  

Disposals

     (1     —         —         —         (1

Amortization

     (8,368     —         (4,770     (1,414     (14,552

Increase (Decrease) related to foreign currency translation

     178       —         487       41       706  

Other Increases (Decreases)

     375       —         —         —         375  

Changes Total

     5,119       204       (4,283     345       1,385  

Closing Balance

     26,370       5,689       50,982       6,456       89,497  
     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

Increase (Decrease) related to foreign currency translation

     (84     (21     (3,080     (253     (3,438

Other Increases (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  

 

     Years of Useful  life
(Average)
 

Computer Software

     5  

Customer

     15  

Brands

     7  

The amortization of customer and computer software is presented in the Consolidated Statements of Profit or Loss under the “Administrative Expenses” line item.

 

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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 as of December 31, 2016 out of which 1 million hectares are used for forestry planting, 409 thousand hectares are native forest, 191 thousand hectares are used for other purposes and 52 thousand hectares not yet planted.

As of December 31, 2016, the production volume of logs totaled 18.7 million cubic meters (19.4 million cubic meters as of December 31, 2015).

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 trades. 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 Consolidated Statements of Profit or Loss under the line item Other income per function, which as of December 31, 2016 amounted to ThU.S.$208,562 (ThU.S.$210,479 as of December 31, 2015). The appraisal of biological assets resulted in a greater cost of the lumber sold in comparison to the real incurred cost, which is presented included in the cost of sales which as of December 31, 2016 amounted to ThU.S.$204,971 (ThU.S.$185,737 as of December 31, 2015).

 

 

Forestry plantations are harvested according to the needs of Arauco’s production plants.

 

 

The discount rates used are 8% in 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.

 

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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        (107,133
     -0,5        113,385  

Margins (%)

     10        383,069  
     -10        (383,069

The adjustment to fair value of biological assets is recorded in the Consolidated Statements of Profit or Loss, under the line item Other Income or Other Expenses, depending on whether it corresponds to profits or losses.

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 plantatios, which in conjuction with the Company’s resources, allow risks to be minimized.

Detail of Biological Assets Pledged as Security

As of December 31, 2016, 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.

 

 

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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:

 

     12-31-2016      12-31-2015  
     ThU.S.$      ThU.S.$  

Current

     306,117        306,529  

Non-current

     3,592,874        3,520,068  

Total

     3,898,991        3,826,597  

Reconciliation of carrying amount of biological assets

 

     12-31-2016  

Movement

   ThU.S.$  

Opening Balance

     3,826,597  

Changes in Biological Assets

  

Additions through acquisition and costs of new plantations

     137,439  

Sales

     (1,351

Harvest

     (326,494

Gain (losses) arising from changes in fair value less costs to sale

     208,562  

Increases (decreases) in Foreign Currency Translation

     69,068  

Loss of forest due to fires

     (15,193

Other Increases (decreases)

     363  

Total Changes

     72,394  

Closing Balance

     3,898,991  

 

     12-31-2015  

Movement

   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  

As of the date of these consolidated financial statements, there are no disbursements related to the acquisition of biological assets.

 

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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.    

 

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Detail information of disbursements related to the environment

As of December 31, 2016 and December 31, 2015 Arauco has made and / or has committed the following disbursements by major environmental projects:

 

   

12/31/2016

 

Disbursements undertaken 2016

  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     285       Assets     Property, plant and equipment     417       2017  

Arauco Do Brasil S.A.

 

Environmental improvement studies

  In process     385       Expense     Administration expenses     1,231       2017  

Celulosa Arauco Y Constitucion S.A.

 

Investment projects for the control and management of gas emissions from industrial process

  In process     1,585       Assets     Property, plant and equipment     1,396       2017  

Celulosa Arauco Y Constitucion S.A.

 

Investment projects for the control and management of gas emissions from industrial process

  In process     476       Assets     Property, plant and equipment     8,085       2018  

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  In process     611       Assets     Property, plant and equipment     20,658       2017  

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  Finished     1,271       Assets     Property, plant and equipment     —         —    

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  In process     1,218       Assets     Property, plant and equipment     14,736       2018  

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     51,703       Assets     Property, plant and equipment     64,450       2017  

Celulosa Arauco Y Constitucion S.A.

 

Environmental improvement studies

  In process     26,990       Expense     Operating cost     4,180       2018  

Celulosa Arauco Y Constitucion S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  Finished     144       Assets     Property, plant and equipment     —         —    

Arauco Argentina S.A

 

Construction emisario

  In process     8       Assets     Property, plant and equipment     824       2017  

Arauco Argentina S.A

 

Expansion of solid industrial waste dumpsite for management of these in the future

  In process     187       Assets     Property, plant and equipment     124       2017  

Arauco Argentina S.A

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  In process     183       Assets     Property, plant and equipment     6,112       2017  

Paneles Arauco S.A.

 

Investment projects for the control and management of hazardous liquids and water energy optimization of industrial plants

  Finished     1,332       Expense     Operating cost     —         —    

Paneles Arauco S.A.

 

Expansion of solid industrial waste dumpsite for management of these in the future

  Finished     465       Expense     Administration expenses     —         —    

Paneles Arauco S.A.

 

Environmental improvement studies

  In process     1,217       Assets     Property, plant and equipment     304       2017  

Forestal Arauco S.A. (Ex-Forestal Celco S.A.)

 

Environmental improvement studies

  In process     643       Expense     Administration expenses     946       2017  

Forestal Los Lagos S.A

 

Environmental improvement studies

  In process     225       Expense     Operating cost     18       2017  
     

 

 

       

 

 

   
    TOTAL     88,928           123,481    
     

 

 

       

 

 

   

 

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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
 
 
    —         —    

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
 
 
    —         —    

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
 
 
    —         —    

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       —         —    

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     —         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
 
 
    —         —    

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
 
 
    —         —    

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    
     

 

 

       

 

 

   

 

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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 fiscal 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 used as warehouses 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:

 

     12-31-2016      12-31-2015  
     ThU.S.$      ThU.S.$  

Land

     160        217  

Buildings

     1,122        1,122  

Property, plant and equipment

     1,777        1,855  

Total

     3,059        3,194  

As of December 31, 2016, 2015 and 2014, there were no significant effects on results related to the sale of assets held for sale.

 

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NOTE 23. FINANCIAL INSTRUMENTS

23.1 Classification

Arauco’s financial instruments as of December 31, 2016 and December 31, 2015, are displayed in the table below. Regarding those instruments valued at an amortized cost, as estimation of their fair value is displayed for informational purposes.

 

     December 2016      December 2015  

Financial Instruments

Thousands of dollars

   Carrying
amount
     Fair Value      Carrying
amount
     Fair Value  

Fair value through profit or loss (held for trading) (1)

     198,582        198,582        200,034        200,034  

Forward

     3,166        3,166        3,245        3,245  

Mutual funds (2)

     195,416        195,416        196,789        196,789  

Loans and Accounts Receivable

     1,126,182        1,126,182        1,054,952        1,054,952  

Cash and cash equivalents

     396,837        396,837        303,236        303,236  

Cash

     149,446        149,446        143,324        143,324  

Time deposits

     247,391        247,391        159,912        159,912  

Accounts Receivable (net)

     715,883        715,883        748,592        748,592  

Trade and other receivables

     600,589        600,589        614,655        614,655  

Lease receivable

     764        764        15        15  

Other receivables

     114,530        114,530        133,922        133,922  

Accounts receivable due from related parties

     13,462        13,462        3,124        3,124  

Other Financial Assets (5)

     10,903        10,903        29,545        29,545  

Financial Liabilities at amortized cost (3)

     5,022,725        5,158,789        4,895,594        5,095,197  

Bonds issued denominated in U.S. dollars

     2,321,980        2,480,063        2,317,216        2,409,538  

Bonds issued denominated in U.F. (4)

     1,130,679        1,078,934        863,118        923,775  

Bank Loans in Dollars

     891,338        926,070        953,898        1,004,792  

Bank borrowing denominated in U.S. dollars

     23,020        23,020        43,644        43,644  

Financial Leasing

     113,986        108,980        127,559        123,289  

Trade and other payables

     537,891        537,891        583,018        583,018  

Accounts payable to related parties

     3,831        3,831        7,141        7,141  

Financial liabilities at fair value through profit or loss

     336        336        1,429        1,429  

Forward

     336        336        1,429        1,429  

Hedging Liabilities

     87,027        87,027        226,139        226,139  

 

(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 statements of financial position.
(2) Although mutual funds are measured at fair value through profit or loss for purposes of the consolidated statements 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 statements 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 fund for derivatives which correspond to the collateral under swap agreements.

 

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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, 2016, 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
December
2016

ThU.S.$
     Fair value  
      Level 1
ThU.S.$
     Level 2
ThU.S.$
     Level 3
ThU.S.$
 

Fair value through profit or loss (held for trading)

           

Derivatives

     3,166           3,166     

Mutual Funds

     195,416        195,416        

Other financial assets

     10,903        2,245        8,657     

Financial liabilities measured at amortized cost

           

Bonds issued denominated in U.S. dollars

     2,480,063        2,480,063        

Bonds issued denominated in U.F.

     1,078,934        1,078,934        

Bank loans in dollars

     926,070           926,070     

Bank borrowing denominated in U.S. dollars

     23,020           23,020     

Financial leasing

     108,980           108,980     

Financial liabilities at fair value through profit or loss

     336           336     

Hedging liabilities

     87,027           87,027     

23.3 Explanation of the valuation of Financial Instruments.

Cash and cash equivalent and accounts receivable

The carrying amount of accounts receivable, 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. 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.

 

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The fair value of the currency forward contracts is calculated by reference to the current forward exchange rates of contracts with similar maturity profiles.

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 and financial leases 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.

The following table sets forth a reconciliation between the financial liabilities and the consolidated statements of financial position as of December 31, 2016 and 2015:

 

Thousands of dollars

   December 2016  
   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

     51,874        409,102        460,976        1,233,603        1,758,079        2,991,682        3,452,658  

Bank borrowing

     134,140        61,483        195,623        626,384        92,351        718,735        914,358  

Financial Leasing

     9,534        30,866        40,400        73,586        —          73,586        113,986  

Swap and Forward

     453        —          453        86,911        —          86,911        87,364  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other Financial Liabilities, Total (a)

     196,001        501,451        697,452        2,020,484        1,850,430        3,870,914        4,568,366  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Thousands of dollars

   December 2016  
   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  

Trade and other payables

     511,371        26,520        537,891        —          —          —          537,891  

Related party payables

     3,831        —          3,831        —          —          —          3,831  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Accounts Payable, Total (b)

     515,202        26,520        541,722        —          —          —          541,722  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Financial Liabilities (a) + (b)

     711,203        527,971        1,239,174        2,020,484        1,850,430        3,870,914        5,110,088  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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 borrowings

     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  

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  

Trade 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  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Financial Liabilities (a) + (b)

     779,852        106,345        886,197        2,141,600        2,095,365        4,236,965        5,123,162  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

23.4 Derivative Instruments

Hedging instruments recorded as of December 31, 2016 and 2015 are cash flow hedges. Arauco uses derivatives for hedging purposes, such as cross currency swaps, currency and commodity 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

 

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are listed in the Statements 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 or the Statements of Comprehensive Income as Finance Income or Finance Costs, net of differences in exchange rate of the hedged items and the deferred tax.

A summary of the derivative financial instruments included in the Statements of Financial Position as of the end of this period, is presented below:

 

Financial Instruments

   2016
Fair
Value
ThU.S.$
 

Assets at fair value through profit or loss (held for trading)

     3,166  

Derivative-Uruguay (1)

     3,159  

Forward-Colombia

     7  

Hedging Assets

     8,658  

Derivative-Uruguay (1)

     2,029  

Cross Currency Swaps

     6,629  

Financial liabilities at fair value through profit or loss

     (336

Forward-Colombia

     (267

Derivative-Uruguay (1)

     (69

Hedging Liabilities

     (87,027

Cross Currency Swaps

     (86,895

Derivative-Uruguay (1)

     (132

 

(1) Include Swap and Forward from Uruguay tables.

 

Financial Instruments

   2015
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”.

23.4.1.1. Chile

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.

 

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Below are the cross currency swaps that Arauco has as of December 31, 2016 and 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
ThU.S.$

2016
    Market Value
ThU.S.
2015
 

F

  

Deutsche—U.K.

     43,618,307        1,000,000        10/30/2011        10/30/2021        (4,703     (10,315

F

  

JP Morgan—N.A.

     43,618,307        1,000,000        10/30/2011        10/30/2021        (4,584     (10,171

F

  

Deutsche—U.K.

     37,977,065        1,000,000        04/30/2014        04/30/2019        1,782       (2,770

F

  

BBVA—Chile

     38,426,435        1,000,000        10/30/2014        04/30/2023        558       (5,060

F

  

BBVA—Chile

     38,378,440        1,000,000        10/30/2014        04/30/2023        908       (4,658

F

  

Santander—Chile

     37,977,065        1,000,000        10/30/2014        04/30/2023        1,427       (4,122

F

  

BCI—Chile

     37,621,562        1,000,000        10/30/2014        04/30/2023        1,952       (3,570

J

  

Corpbanca—Chile

     42,864,859        1,000,000        09/01/2010        09/01/2020        (5,505     (11,093

J

  

BBVA—Chile

     42,864,859        1,000,000        09/01/2010        09/01/2020        (5,505     (11,093

J

  

Deutsche—U.K.

     42,864,859        1,000,000        09/01/2010        09/01/2020        (5,590     (11,199

J

  

Santander—Spain

     42,873,112        1,000,000        09/01/2010        09/01/2020        (5,463     (11,039

J

  

BBVA—Chile

     42,864,257        1,000,000        09/01/2010        09/01/2020        (5,318     (10,860

P

  

Corpbanca—Chile

     46,474,122        1,000,000        05/15/2012        11/15/2021        (6,355     (11,785

P

  

JP Morgan—N.A.

     47,163,640        1,000,000        11/15/2012        11/15/2021        (6,157     (11,413

P

  

BBVA—Chile

     42,412,852        1,000,000        11/15/2013        11/15/2023        (2,548     (7,916

P

  

Santander—Chile

     41,752,718        1,000,000        11/15/2013        11/15/2023        (1,591     (6,925

P

  

Deutsche—U.K.

     41,752,718        1,000,000        11/15/2013        11/15/2023        (1,564     (6,894

R

  

Santander—Chile

     128,611,183        3,000,000        10/01/2014        04/01/2024        (13,815     (29,995

R

  

JP Morgan—U.K.

     43,185,224        1,000,000        10/01/2014        04/01/2024        (4,039     (9,320

R

  

Corpbanca—Chile

     43,277,070        1,000,000        10/01/2014        04/01/2024        (4,026     (9,292

Q

  

BCI—Chile

     43,185,224        1,000,000        10/01/2014        04/01/2021        (3,524     (8,121

Q

  

BCI—Chile

     43,196,695        1,000,000        10/01/2014        04/01/2021        (3,443     (8,007

S

  

Santander—Chile

     201,340,031        5,000,000        11/15/2016        11/15/2026        (3,165     —    
                 

 

 

   

 

 

 
                    (80,266     (205,618
                 

 

 

   

 

 

 

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.

 

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23.4.1.2 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
ThU.S.$
     Unit      Starting date      Ending date      Market Value
ThU.S.$
 

Fuel Oil N°6

     JP Morgan—U.K.        674        Thousands Bbl.        01/01/2015        12/31/2015        (1,017

Diesel

     JP Morgan—U.K.        29,465        Thousands Gall.        06/01/2015        05/31/2016        (9,236

Fuel Oil N°6

     JP Morgan—U.K.        337        Thousands Bbl.        01/01/2016        06/30/2016        (6,591
                 

 

 

 
                    (16,844
                 

 

 

 

23.4.2. Colombia

Forward contracts that are in force and effect, executed by Arauco Colombia as of December 31, 2016 and 2015, are detailed in the following table:

2016

 

Exchange rate

   Institution      Amount
ThU.S.$
     Starting date      Ending
date
     Market Value
ThU.S.$
 

USDCOP

     BBVA Colombia        5,000        10/28/2016        1/11/2017        7  

USDCOP

     BBVA Colombia        4,000        11/18/2016        2/9/2017        (255

USDCOP

     BBVA Colombia        7,000        12/13/2016        3/10/2017        (12
              

 

 

 
                 (260
              

 

 

 

2015

 

Exchange rate

   Institution      Amount
ThU.S.$
     Starting date      Ending date      Market Value
ThU.S.$
 

USDCOP

     Corpbanca Colombia        4,000        11/11/2015        02/01/2016        238  

USDCOP

     BBVA Colombia        9,000        12/03/2015        03/01/2016        (21
              

 

 

 
                 217  
              

 

 

 

23.4.3. Argentina

Below, you will find the valuation of the forward contract in force and effect, as of December 31, 2015:

 

Exchange rate

   Institution      Amount
ThU.S.$
     Starting date      Ending date      Market Value
ThU.S.$
 

USDARG

     BBVA Banco Frances        8,606        09/08/2015        05/31/2016        2,828  
              

 

 

 
                 2,828  
              

 

 

 

 

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23.4.4. Uruguay

Forward

As of December 31, 2016 and 2015, Arauco Uruguay maintains the following forward contracts in force and effect for the purposes of ensuring an exchange rate for sale of dollars:

2016

 

Exchange rate

   Institution      Notional
ThU.S.$
     Market Value
ThU.S.$
 

UYUUSD

     Banco Santander Uy        16,600        1,633  

UYUUSD

     Citibank U.K.        3,200        150  

UYUUSD

     HSBC Uruguay        10,750        1,256  
        

 

 

 
           3,039  
        

 

 

 

2015

 

Exchange rate

   Institution    Notional
ThU.S.$
     Market Value
ThU.S.$
 

USDUYU

   Citibank Uruguay      4.500        (148

USDUYU

   Banco Santander Uruguay      33.000        (579

USDUYU

   JPMorgan Chase Bank, N.A.      2.000        3  

USDUYU

   Citibank U.K.      4.410        (43

USDUYU

   HSBC Uruguay      14.350        (45
        

 

 

 
           (812
        

 

 

 

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:

 

Entity

   Exchange rate      Institution    Notional
ThU.S.$
     Market Value
ThU.S.$
 

CEPP

     USD      DNB Bank ASA      135,034        211  

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 2016, 2017 and part of 2018 has been limited, through forwards of this commodity. The agreements that are in force and effect as of December 31, 2016 and 2015, are detailed below:

2016

 

Exchange rate

   Institution      Notional
ThU.S.$
     Market Value
ThU.S.$
 

Fuel Oil N°6

     JPMorgan Chase Bank, N.A.        5,508        1,059  

Fuel Oil N°6

     DNB Bank ASA        2,661        156  

Fuel Oil N°6

     Citibank U.K.        378        83  
        

 

 

 
           1,298  
        

 

 

 

 

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2015

 

Exchange rate    Institution      Notional ThU.S.$      Market Value ThU.S.$  

Fuel Oil N°6

     JPMorgan Chase Bank, N.A.        13,374        (3,057

Fuel Oil N°6

     DNB Bank ASA        5,771        (1,038
        

 

 

 
           (4,095
        

 

 

 

Swap

In addition, Arauco Uruguay´s 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, 2016, is shown below:

 

Exchange rate    Institution    Notional ThU.S.$      Market Value ThU.S.$  

USD

   DNB Bank ASA      59,077        650  

23.5 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 due 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 accounts receivable due from related parties.

As of December 31, 2016 and 2015, there are provisions for impairment for ThU.S.$ 16,644 and ThU.S.$ 19,860, respectively.

 

      December
2016

ThU.S.$
     December
2015

ThU.S.$
 

Loans and Accounts Receivable

     1,126,182        1,054,952  

Cash and cash equivalents

     396,837        303,236  

Cash

     149,446        143,324  

Time Deposits

     247,391        159,912  

Trade and other receivables (net)

     729,345        751,716  

Trade and Other receivables

     600,589        614,655  

Lease receivable

     764        15  

Other receivables

     114,530        133,922  

Accounts receivable due from related parties

     13,462        3,124  

23.5.1. Cash and Cash Equivalents

Includes cash on hand, bank checking account 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.

 

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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, 2016 and December 31, 2015, classified by origin coins is as follow:

 

      12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Cash and Cash Equivalents

     592,253        500,025  

US Dollar

     524,426        388,818  

Euro

     2,357        2,501  

Other currencies

     55,069        65,228  

Chilean pesos

     10,401        43,478  

23.5.2 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.

23.5.3 Trade and Other Receivables: These represent enforceable rights for Arauco resulting from the normal course of the business.

23.5.4 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.

23.5.5 Accounts receivable due 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 exploitation and financing, and which Arauco owns a non-controlling ownership of the counterparty.

 

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The following table sets forth trade and other current/non-current receivables classified by currencies as of December 31, 2016 and December 31, 2015:

 

      12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Trade and other current receivables

     701,610        733,322  

US Dollar

     489,056        507,032  

Euros

     26,544        27,595  

Other currencies

     77,907        75,082  

Chilean pesos

     106,681        123,056  

U.F.

     1,422        557  

Accounts receivable due from related parties, current

     12,505        3,124  

US Dollar

     274        21  

Other currencies

     726        995  

Chilean pesos

     10,548        2,108  

U.F.

     957        —    

Trade and other non-current receivables

     14,273        15,270  

US Dollar

     6,895        9,976  

Other currencies

     527        729  

Chilean pesos

     5,753        3,145  

U.F.

     1,098        1,420  

Accounts receivable due from related parties, non current

     957        —    

U.F.

     957        —    

23.6 Total Financial Liabilities

Arauco’s financial liabilities to the date of these consolidated financial statements are as follows :

 

Financial Liabilities

   December  2016
ThU.S.$
     December  2015
ThU.S.$
 

Total Financial Liabilities

     5,110,088        5,123,162  

Financial liabilities at fair value through profit or loss (held for trading)

     336        1,429  

Hedging Liabilities

     87,027        226,139  

Financial Liabilities Measured at Amortized Cost

     5,022,725        4,895,594  

The following table sets forth the current portion of the non-current bank borrowings and debt issued as of December 31, 2016 and 2015.

 

     December
2016

ThU.S.$
     December
2015

ThU.S.$
 

Bank borrowings - current portion

     88,028        85,885  

Bonds issued - current portion

     62,506        55,193  

Total

     150,534        141,078  

23.7 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.

At 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.

 

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     Currency      12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
     12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 
      Amortized Cost      Fair Value  

Total Financial Liabilities

        5,022,725        4,895,594        5,158,789        5,095,197  

Bonds Issued

     U.S. Dollar        2,321,980        2,317,216        2,480,063        2,409,538  

Bonds Issued

     U.F.        1,130,679        863,118        1,078,934        923,775  

Bank borrowings

     U.S. Dollar        891,338        953,898        926,070        1,004,792  

Bank borrowings

     Other currencies        23,020        43,644        23,020        43,644  

Financial Leasing

     U.F.        98,316        113,580        94,052        109,796  

Financial Leasing

     Chilean pesos        15,670        13,979        14,928        13,493  

Trade and Other Payables

     U.S. Dollar        150,162        174,469        150,162        174,469  

Trade and Other Payables

     Euro        13,034        8,808        13,034        8,808  

Trade and Other Payables

     Other currencies        70,736        70,303        70,736        70,303  

Trade and Other Payables

     Chilean pesos        285,359        324,361        285,359        324,361  

Trade and Other Payables

     U.F.        18,600        5,077        18,600        5,077  

Related party payables

     U.S. Dollar        1,968        962        1,968        962  

Related party payables

     Chilean pesos        1,863        6,179        1,863        6,179  

The financial liabilities at amortized cost presented in the consolidated statements of financial positions as of December 31, 2016 and 2015 are as follows:

 

     December 2016  
   Current
ThU.S.$
     Non-Current
ThU.S.$
     Total  

Other financial liabilities

     697,000        3,784,003        4,481,003  

Trade and other payables

     537,891        —          537,891  

Related Party Payables

     3,831        —          3,831  

Total Financial Liabilities Measured at Amortized Cost

     1,238,722        3,784,003        5,022,725  
      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  

23.8 Cash Flow Hedges Reserve Reconciliation

The following table sets forth the reconciliation balances of cash flow hedges presented in Other Comprehensive Income:

 

     January - December  
     2016      2015      2014  
     ThU.S.$      ThU.S.$      ThU.S.$  

Opening balance

     (55,396      (53,022      (21,507

Gains (losses) on cash flow hedges

     84,045        11,859        (43,228

Recycle of cash flow hedges to profit or loss

     (10,198      (16,122      949  

Income tax

     (20,055      (1,738      10,963  

Recycle of income tax

     2,700        3,627        (199

Closing balance

     1,096        (55,396      (53,022

 

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23.9 Capital Disclosures

23.9.1 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.

23.9.2 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).

23.9.3 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

   December
2016
ThU.S.$
     December
2015
ThU.S.$
     Interest
coverage
>= 2,0x
     Debt level
(1) <= 1,2x
 

Domestic bonds (Chile)

     1,130,679        863,118        N/R      Ö  

Syndicate Loan

     298,967        298,316      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, 2016 and December 31, 2015, Arauco has complied with all of its financial covenants.

The following table sets forth the credit ratings of our debt instruments as of December 31, 2016, 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.

 

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The capitalization of Arauco as of December 31, 2016 and December 31, 2015 is as follows:

 

      December  2016
ThU.S.$
     December  2015
ThU.S.$
 

Equity

     6,999,283        6,646,445  

Bank borrowings

     914,358        997,542  

Financial leasing

     113,986        127,559  

Bonds issued

     3,452,659        3,180,334  
  

 

 

    

 

 

 

Capitalization

     11,480,286        10,951,880  
  

 

 

    

 

 

 

23.10 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.

23.10.1 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.

Accounts exposed to credit risk are: trade receivable, financial lease debtors and other debtors.

Arauco does not have a securitized portfolio.

 

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     December
2016

ThU.S.$
     December
2015

ThU.S.$
 

Current Receivables

     

Trade receivables

     598,597        614,623  

Financial lease receivables

     411        9  

Other Debtors

     102,602        118,690  

Net subtotal

     701,610        733,322  

Trade receivables

     609,102        625,201  

Financial lease receivables

     512        125  

Other Debtors

     108,640        127,856  

Gross subtotal

     718,254        753,182  

Provision for doubtful trade receivables

     10,505        10,578  

Provision for doubtful lease receivables

     101        116  

Provision for doubtful other debtors

     6,038        9,166  

Subtotal Bad Debt

     16,644        19,860  

Non-Current Receivables

     

Trade receivables

     1,992        32  

Financial lease receivables

     353        6  

Other Debtors

     11,928        15,232  

Net Subtotal

     14,273        15,270  

Trade receivables

     1,992        32  

Financial lease receivables

     353        6  

Other Debtors

     11,928        15,232  

Gross subtotal

     14,273        15,270  

Provision for doubtful trade receivables

     —          —    

Provision for doubtful lease receivables

     —          —    

Provision for doubtful other debtors

     —          —    

Subtotal Bad Debt

     —          —    

Explanation of Risk Management Objectives, Policies and Processes, and Measurement Methods

The Credit and Collections Sub-Division, dependent from the Treasury Division, is the area entrusted with minimizing the credit risk of the accounts receivable, supervising the delinquency of the accounts. The regulations and procedures applicable for the control and administration of the Arauco Group can be found in the Corporate Credit Policy.

As of December 31, 2016, Arauco’s balance for commercial Debtors was ThU.S.$ 609,102 of which, according to the agreed sales conditions, 54.3% corresponded to sales on credit (open account), 40.82% to sales with letters of credit and 4.88% to other types of sales, distributed in 2,274 debtors. The client with the largest Open Account debt represented 2.14% of the total accounts receivable as of that date.

 

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Below we provide detail regarding accounts receivable, classified in tranches.

December 31, 2016

 

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.$

    562,386       31,106       257       881       39       18       21       11       64       14,319       609,102  

%

    92.33     5.11     0.04     0.14     0.01     0.00     0.00     0.00     0.01     2.36     100
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

Arauco does not conduct rescheduling or renegotiations with its clients that imply an amendment to the maturity of the invoices and, should it be necessary, any debt renegotiation with a client shall be analyzed on a case-by-case basis and subjected to the approval of the Corporate Finance Division.

Regarding the provisions from non-enforceable accounts, below we provide detail for the movements as of December 31, 2016, 2015 and 2014:

 

     12-31-2016     12-31-2015     12-31-2014  
     ThU.S.$     ThU.S.$     ThU.S.$  

Opening balance

     (19,860     (18,520     (15,839

Impairment losses recognized on receivables

     (3,950     (3,072     (2,940

Reversal of impairment losses

     7,166       1,732       259  

Closing balance

     (16,644     (19,860     (18,520

Currently there is a policy for provisions for doubtful accounts receivable under IFRS for all the Arauco group companies.

Explanation regarding the Sales Risk with Letters of Credit

The sales with letters of credit mainly occur in markets in Asia and the Middle East. Periodically, a credit assessment is conducted regarding the banks that issue the letters of credit with the purpose of obtaining their score over the basis of risk-qualification ratings, country-specific risk and financial statements. The decision of approving the issuing bank or asking for confirmation of the letter of credit is made in consideration to this assessment.

 

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Explanation of the Sales Risk with Credit Line

Sales on credit are subject to the credit limit for each customer. The approval or rejection of a credit limit for all term sales is conducted by the Corporate Credit Sub-Division, as well as by the Credit and Collections area for North America, Brazil and Argentina, which report to the Corporate Finance Division. The regulations and procedures applicable for the correct control and risk management over the sales on credit are ruled by the Credit Policy.

A procedure that must be applied by all the companies of the Arauco group has been established for the approval and/or modification of client credit lines. Credit line requests are entered to the SAP that analyzes all available information. Afterwards, the same are either approved or rejected in each one of the internal committees of each company belonging to the Arauco group, depending on the maximum amount authorized by the Credit Policy. Lines of credit are renewed during this internal process on a yearly basis.

All sales are automatically controlled by a credit verification system, which has been configured to block any orders from clients who are delinquent in a given percentage of a debt and/or from clients whose line of credit, as of the time of the product’s shipping, has been exceeded or is overdue.

In order to minimize the credit risk for term or Open Account sales, it is Arauco’s policy to take out insurance to cover the export sales of companies Celulosa Arauco y Constitución S.A., Maderas Arauco S.A., Forestal Arauco S.A., and Arauco do Brasil S.A., as well as the domestic sales of Arauco México S.A. de C.V., Arauco Wood Inc, Arauco Colombia S.A., Arauco Perú S.A., Arauco Panels USA LLC, Flakeboard Company Ltd., Flakeboard America Ltd., Celulosa Arauco y Constitución S.A., Maderas Arauco S.A., Arauco Florestal Arapoti, Arauco Forest Brasil S.A. and Arauco do Brasil S.A. Arauco works with credit insurance company Continental (AA- rating, as per risk rating companies Humphreys and Fitch Ratings). In order to cover the export sales and domestic sales of Arauco Argentina S.A., the preferred credit insurance company is Insur (a subsidiary of Continental in Argentina). Both companies grant a 90% coverage over the amount of each invoice, without deductibles, for registered clients and of 80% for non-registered clients. (Non-registered clients are those whose lines range between ThU.S.$ 5 and ThU.S.$ 50 (equivalent currency of their invoicing) of the local sales of companies Arauco Perú S.A., Arauco Colombia S.A., Arauco México S.A. de C.V., Arauco Do Brasil S.A., Arauco Argentina S.A. and Maderas Arauco S.A. Lines in excess of the aforesaid amounts correspond to registered clients.

 

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As another way of minimizing risk and supporting a line of credit approved by the Credit Committee, Arauco holds guarantees such as mortgages, pledges, Standby letters of credit, bank performance bonds, checks, promissory notes, loans or any other that could be required under the laws of each country. The total amount held in guarantees amounts to US$99.5 million, effective as of December 2016, as summarized in the following chart. The procedure for guarantees is regulated by Arauco’s Policy on Guarantees, whose purpose is to control their accounting, due date and custody.

 

Guarantees Arauco Group (ThU.S.$)

 

Guarantees Debtors

(received from clients)

     

Certificate of deposits

     15,159        15.2

Standby

     6,872        6.9

Promissory notes

     63,464        63.8

Finance

     3,057        3.1

Mortgage

     8,298        8.3

Pledge

     2,433        2.4

Promissory notes

     200        0.2

Total Guarantees

     99,483        100.0

The maximum exposure to credit risk is limited to the value at amortized cost of the Debtors’ account for sales registered as of the date of this report, minus the percentage of sales insured by the aforementioned credit insurance companies and the guarantees granted in favor of Arauco.

In summary, the open account debt covered by the various insurance policies and guarantees amounts to 98.8% and, therefore, Arauco’s portfolio exposure amounts to 1.2%.

 

    

Secured Open Accounts Receivable

   ThU.S.$      %  

Total open accounts receivable

     330,754        100.0

Secured receivables (*)

     326,785        98.8

Unsecured receivables

     3,969        1.2

 

(*) Insured Debt is deemed to be the portion of accounts receivable that is covered by a credit company or by guarantees such as standby letters of credit, mortgages, performance bonds, among others

Investment Policy:

Arauco has an Investment Policy which identifies and limits the financial instruments and the entities into which the Arauco companies, in particular Celulosa Arauco y Constitucion S.A., are authorized to invest. 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.

Regarding intermediaries (such as banks, securities brokers and dealers of mutual funds that are bank affiliates), 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.

 

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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 Superintendence 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.

23.10.2 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.    

 

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The following tables detail Arauco’s liquidity analysis for its financial liabilities as of December 30, 2016 and December 31, 2015. The tables have been drawn up based on the contractual undiscounted cash outflows and their remaining contractual maturities:

December 31, 2016

    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     —         36       302,242       —         —         —         —         36       302,242     1.63%     1.63%  
  Arauco Argentina S.A.     U.S. Dollar     Banco Galicia- Argentina     5,031       —         —         —         —         —         —         5,031       —       2.00%     2.00%  
  Arauco Argentina S.A.    
Argentine
Pesos
 
 
  Banco Macro- Argentina     11       29       —         —         —         —         —         40       —       15.25%     15.25%  
  Zona Franca Punta Pereira     U.S. Dollar     Interamerican Development Bank     1,178       1,027       2,450       2,387       2,324       2,256       4,302       2,205       13,719     Libor + 2.05%     Libor + 2.05%  
  Zona Franca Punta Pereira     U.S. Dollar     Interamerican Development Bank     2,990       2,782       5,997       5,830       5,664       —         —         5,772       17,491     Libor + 1.80%     Libor + 1.80%  
  Zona Franca Punta Pereira     U.S. Dollar     BBVA     16,176       —         —         —         —         —         —         16,176       —       3.23%     Libor + 2%  
  Zona Franca Punta Pereira     U.S. Dollar     Citibank     —         2,501       —         —         —         —         —         2,501       —       2.95%     Libor + 1.75%  
  Zona Franca Punta Pereira     U.S. Dollar     Scotiabank     2,501       —         —         —         —         —         —         2,501       —       1.60%     1.60%  
  Celulosa y Energia Punta Pereira     U.S. Dollar     Banco Interamericano de Desarrollo     4,768       4,143       9,895       9,637       9,379       9,096       17,371       8,911       55,378     3.30%     Libor + 2.05%  
  Celulosa y Energia Punta Pereira     U.S. Dollar     Banco Interamericano de Desarrollo     12,104       11,237       24,249       23,568       22,888       —         —         23,341       70,705     3.05%     Libor + 1.80%  
  Celulosa y Energia Punta Pereira     U.S. Dollar     Finnish Export Credit     25,474       20,774       43,915       44,538       45,209       45,882       70,166       46,248       249,710     3.20%     3.20%  
  Celulosa y Energia Punta Pereira     U.S. Dollar     Dnb Nor Bank     89       —         —         —         —         —         —         89       —       Libor + 2.00%     Libor + 2.00%  
  Eufores S.A.     U.S. Dollar     Banco Republica Oriental de Uruguay     24,733       12,563       —         —         —         —         —         37,296       —       Libor + 1.75%     Libor + 1.75%  
  Eufores S.A.     U.S. Dollar     Citibank     5       —         —         —         —         —         —         5       —       Libor + 2.00%     Libor + 2.00%  
  Eufores S.A.     U.S. Dollar     Banco HSBC- Uruguay     1,202       —         —         —         —         —         —         1,202       —       Libor + 2.00%     Libor + 2.00%  
  Eufores S.A.     U.S. Dollar     Banco Itau -Uruguay     10,135       5,003       —         —         —         —         —         15,138       —       Libor + 2.00%     Libor + 2.00%  
  Eufores S.A.     U.S. Dollar     Heritage     1,351       —         —         —         —         —         —         1,351       —       Libor + 2.00%     Libor + 2.00%  
  Eufores S.A.     U.S. Dollar     Banco Santander     22,735       —         —         —         —         —         —         22,735       —       Libor + 2.00%     Libor + 2.00%  
  Arauco Do Brasil S.A.     Brazilian Real     Banco ABC - Brazil     7       18       —         —         —         —         —         25       —       2.50%     2.50%  
  Arauco Do Brasil S.A.     Brazilian Real     Banco Itau     2,713       321       —         —         —         —         —         3,034       —       9.50%     9.50%  
  Arauco Do Brasil S.A.     Brazilian Real     Banco Votorantim     13       25       —         —         —         —         —         38       —       5.50%     5.50%  
  Arauco Do Brasil S.A.     Brazilian Real     Banco Santander     2       46       100       100       57       7       —         48       264     9.34%     9.34%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Itau     2       6       1       —         —         —         —         8       1     2.50%     2.50%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Itau     13       38       51       4       —         —         —         51       55     3.50%     3.50%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Bradesco     11       33       44       37       —         —         —         44       81     6.00%     6.00%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Bradesco     400       —         —         —         —         —         —         400       —       8.75%     8.75%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Votorantim     17       —         —         —         —         369       369       17       738     5.00%     5.00%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Safra     22       66       88       22       —         —         —         88       110     6.00%     6.00%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Safra     8       21       27       27       27       11       —         29       92     10.00%     10.00%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Santander     1       16       16       16       8       —         —         17       40     9.00%     9.00%  
  Arauco Florestal Arapoti S.A.     Brazilian Real     Banco Santander     5       18       30       30       19       8       —         23       87     9.22%     9.22%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Bradesco     20       57       77       23       —         —         —         77       100     5.91%     5.91%  
  Arauco Forest Brasil S.A.     U.S. Dollar     Banco Alfa     —         5       9       9       9       5       —         5       32     7.94%     7.94%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Alfa     —         12       23       23       23       11       —         12       80     11.30%     11.30%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Itau - Brazil     4       12       1       2       —         —         —         16       3     2.50%     2.50%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Votorantim - Brazil     195       520       694       405       —         327       327       715       1,753     8.59%     8.59%  
  Arauco Forest Brasil S.A.     U.S. Dollar     Banco Votorantim -Brazil     35       101       134       78       —         —         —         136       212     7.44%     7.44%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Bndes Subcrédito A-B-D     4       —         —         —         114       460       346       4       920     9.82%     9.82%  
  Arauco Forest Brasil S.A.     U.S. Dollar     Banco Bndes Subcrédito C     4       —         —         —         24       144       120       4       288     7.05%     7.05%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco Santander     1       32       —         —         —         —         —         33       —       9.32%     9.32%  
  Arauco Forest Brasil S.A.     Brazilian Real     Banco John Deere     62       41       41       32       10       —         —         103       83     6.00%     6.00%  
  Mahal Emprendimientos Pat. S.A.     Brazilian Real     Bndes Subcrédito E-I     23       —         758       3,030       2,272       —         —         23       6,060     8.91%     8.91%  
  Mahal Emprendimientos Pat. S.A.     Brazilian Real     Bndes Subcrédito F-J     16       —         454       1,818       1,363       —         —         16       3,635     9.91%     9.91%  
  Mahal Emprendimientos Pat. S.A.     U.S. Dollar     Bndes Subcrédito G-K     60       —         339       2,037       1,697       —         —         60       4,073     7.05%     7.05%  
  Mahal Emprendimientos Pat. S.A.     Brazilian Real     Bndes Subcrédito H-L     19       —         504       2,020       1,514       —         —         19       4,038     11.11%     11.11%  
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
      Total     134,140       61,483       392,139       95,673       92,601       58,576       93,001       195,623       731,990      
     

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

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December 31, 2016

 

                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     —         1,931       11,587       29,091       27,486       33,383       180,490       1,931       282,037       4.24%       4.21%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-J     2,115       —         6,344       6,344       203,030       —         —         2,115       215,718       3.23%       3.22%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-P     —         996       7,794       7,794       7,794       7,794       242,571       996       273,747       3.96%       3.96%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-Q     586       9,839       21,758       21,172       20,586       10,073       —         10,425       73,589       2.96%       2.98%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-R     1,755       —         7,022       7,022       7,022       7,022       290,572       1,755       318,660       3.57%       3.57%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   UF   Barau-S     —         600       4,695       4,695       4,695       4,695       210,785       600       229,565       2.44%       2.89%  

—  

  Arauco Argentina S.A.   U.S.

Dollar

  Bono 144 A - Argentina     —         270,787       —         —         —         —         —         270,787       —         6.39%       6.38%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.

Dollar

  Yankee Bonds 2019     15,205       —         36,250       534,254       —         —         —         15,205       570,504       7.26%       7.25%  

93.458.000-1

  Celulosa Arauco y Constitución S.A.   U.S.

Dollar

  Yankee Bonds 2nd Emission     2,734       124,949       —         —         —         —         —         127,683       —         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       406,926       —         8,889       466,926       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       504,895       11,215       599,895       4.77%       4.75%  

93.458.000-1

 

Celulosa Arauco y Constitución S.A.

  U.S.

Dollar

 

Yankee 2024

    9,376       —         22,500       22,500       22,500       22,500       569,625       9,376       659,625       4.52%       4.50%  
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
            Total   51,875     409,102     161,700     676,622     336,863     516,143     1,998,938     460,977     3,690,266              
December 31, 2016  
             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

    237       1,616       —         1,179       —         1,201       —         1,853       2,380       —         —    

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Scotiabank

    1,571       4,970       —         7,731       —         4,259       —         6,541       11,990       —         —    

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco Estado

    645       2,008       —         5,092       —         2,035       —         2,653       7,127       —         —    

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco de Chile

    3,294       10,861       —         16,861       —         8,906       —         14,155       25,767       —         —    

85.805.200-9

 

Forestal Arauco S.A.

  UF  

Banco BBVA

    1,673       5,030       —         4,663       —         183       —         6,703       4,846       —         —    

85.805.200-9

  Forestal Arauco S.A.   UF  

Banco Credito e Inversiones

    982       2,994       —         7,501       —         2,824       —         3,976       10,325       —         —    

85.805.200-9

  Forestal Arauco S.A.   Chilean
Pesos
 

Banco Santander

    46       138       —         61       —         —         —         184       61       —         —    

85.805.200-9

  Forestal Arauco S.A.   Chilean
Pesos
 

Banco Chile

    439       1,317       —         2,418       —         929       —         1,756       3,347       —         —    

85.805.200-9

  Forestal Arauco S.A.   Chilean
Pesos
 

Banco Credito e Inversiones

    647       1,932       —         5,053       —         2,690       —         2,579       7,743       —         —    
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
      Total     9,534       30,866       —         50,559       —         23,027       —         40,400       73,586      
       

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

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-104


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 Brazil -
Brazil
    23       72       —         —         —         —         —         95       —       8.70%   8.70%

   
Arauco Do Brasil
S.A.
 
 
   
Brazilian
Real
 
 
  Banco HSBC-
Brazil
    7,779       —         —         —         —         —         —         7,779       —       8.00%   8.00%

   
Arauco Do Brasil
S.A.
 
 
   
Brazilian
Real
 
 
  Banco Itau
-Brazil
    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 -
Brazil
    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. - Brazil
    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
-Brazil
    9       13       —         86       14       —         —         22       100     5.52%   5.52%

   
Arauco Forest
Brasil S.A.
 
 
   
Brazilian
Real
 
 
  Banco
Votorantim -
Brazil
    —         285       —         —         —         1,474       546       285       2,020     9.31%   9.31%

   
Arauco Forest
Brasil S.A.
 
 
    U.S. Dollar     Banco
Votorantim -
Brazil
    —         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%

   
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-105


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 2nd Emission     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       —         —    

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.

 

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Guarantees

As of the date of these consolidated financial statements, Arauco has financial assets of approximately MU.S.$56 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, 2016, the total assets pledged as an indirect guarantee were MU.S.$783. 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 ventures) 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 MU.S.$454 and the Finnevera Guaranteed Facility Agreement in the amount of up to MU.S.$900. 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    488    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    230    Directorate General of Maritime Territory and Merchant Marine

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    209    Directorate General of Maritime Territory and Merchant Marine

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    129    Directorate General of Maritime Territory and Merchant Marine

Celulosa Arauco y Constitución S.A.

   Guarantee letter       Chilean Pesos    100    National Customs Service

Arauco Forest Brasil S.A.

   Endorsement of Arauco do Brasil       U.S. Dollar    654    Bank Votorantim S.A.

Arauco Forest Brasil S.A.

   Endorsement of Arauco do Brasil       U.S. Dollar    3,592    Bank Votorantim S.A.

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    136    Bank Bradesco S.A.

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    99    Bank Bradesco S.A.

Arauco Forest Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    740    Bank John Deere S.A.

Arauco Forest Brasil S.A.

   Mortgage Industrial Plant of Jaguariaíva of Arauco do Brasil       U.S. Dollar    47,041    BNDES

Arauco do Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    201    Bank Votorantim S.A.

Arauco do Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    106    Bank ABC Brasil S.A.

Arauco do Brasil S.A.

   Equipment    Property plant and equipment    U.S. Dollar    213    Bank Santander S.A.

Arauco Florestal Arapoti S.A.

   Endorsement of Arauco do Brasil       U.S. Dollar    738    Bank Votorantim S.A.

Arauco Florestal Arapoti S.A.

   Equipment    Property plant and equipment    U.S. Dollar    204    Bank Itaú BBA S.A.

Arauco Florestal Arapoti S.A.

   Equipment    Property plant and equipment    U.S. Dollar    395    Bank Safra S.A.

Arauco Bioenergía S.A.

   Guarantee letter       Chilean Pesos    221    Minera Escondida Ltda.

Arauco Bioenergía S.A.

   Guarantee letter       Chilean Pesos    323    Minera Escondida Ltda.

Arauco Bioenergía S.A.

   Guarantee letter       Chilean Pesos    121    CODELCO S.A.
      Total       56,253   
           

 

  

 

INDIRECT

                        

Subsidiary

  

Guarantee

  

Assets Pledged

  

Currency

  

ThU.S.$

  

Guarantor

Celulosa Arauco y Constitución S.A.

   Suretyship not supportive and cumulative    —      U.S. Dollar    494,468    Joint Ventures (Uruguay)

Celulosa Arauco y Constitución S.A.

  

Full Guarantee

   —      U.S. Dollar    270,000    Arauco Argentina (U.S. bondholders)

Celulosa Arauco y Constitución S.A.

  

Guarantee letter

   —      U.S. Dollar    4,362    Arauco Forest Brazil y Mahal (Brazil)

Celulosa Arauco y Constitución S.A.

  

Guarantee letter

   —      Brazilian Real    14,653    Arauco Forest Brazil y Mahal (Brazil)
      Total       783,483   
           

 

  

23.10.3 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.

 

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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 effect of this variable on equity and net result.

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 year after tax +/- 5.28% (equivalent to MU.S.$ +/- 11,5), and +/- 0.10% of equity (equivalent to MU.S.$ +/- 6.9).

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 +/- 1,22% (equivalent to MU.S.$2.7) and a change on the equity of +/- 0.02% (equivalent to MU.S.$1.6).

23.10.4 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.

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, 2016, 12.9% our financial debt accrues 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 +/- 0.12% (equivalent to MU.S.$-/+ 0.3) and +/- 0.002% (equivalent to MU.S.$-/+ 0.2) on equity.

 

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Thousands of dollars

   December  2016
ThU.S.$
     Total  

Fixed rate

     3,903,942        87.1

Bonds issued

     3,452,659     

Bank borrowings (*)

     337,297     

Financial leasing

     113,986     

Variable rate

     577,061        12.9

Bonds issued

     —       

Loans with Banks

     577,061     

Total

     4,481,003        100.0

Thousands of dollars

   December 2015      Total  

Fixed rate

     3,689,719        85.7

Bonds issued

     3,180,334     

Bank borrowings (*)

     381,826     

Financial leasing

     127,559     

Variable rate

     615,716        14.3

Bonds issued

     —       

Loans with Banks

     615,716     

Total

     4,305,435        100,0

 

(*) Includes variable rate bank borrowings changed by fixed rate swaps.

23.10.5 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, 2016, revenue due to pulp sales accounted for 45.1% 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 a variation of 64.80% (equivalent to MU.S.$ 141.0) on the income for the year after tax and +/- 1.21% (equivalent to MU.S.$84.6) on equity.

 

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NOTE 24. REPORTABLE SEGMENTS

The main products that generate revenue for each reportable segment are described as follows:

 

   

Pulp: The main products sold by this reportable segment are long fiber bleached pulp (BSKP), short fiber bleached pulp (BHKP), long fiber raw pulp (UKP), and pulp fluff.

 

   

Timber: The range of products sold by this reportable segment are plywood panels, MDF panels (medium density fiberboard), Hardboard Panels, PB Panels (agglomerated) different sizes of sawn wood and remanufactured products such as moldings, precut pieces and finger joints.

During 2016, following the legal merger of the companies indicated in Note 14, progress was made in the structure of reporting which resulted in the merger of the previous sawn timber and panels segments, as a result the timber segment was created. Disclosures made as of December 31, 2015 and 2014, have been restated for comparative purposes.

 

   

Forestry: This reportable 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 reportable segment.

Pulp

The Pulp reportable 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.

Timber

The Panels reportable 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 6.7 million cubic meters of PBO, MDF, Hardboards, plywood and moldings.

The Sawn Timber reportable 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.

 

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Forestry

The Forestry reportable 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 1.7 million hectares as of December 31, 2016, of which 1 million hectares are used for plantations, 409 thousand hectares for native forests, 191 thousand hectares for other uses and 52 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 income and financial costs have not been allocated to the various segments, and are shown as part of the Corporate’s segment:

 

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Year ended December 31, 2016

   Pulp
ThU.S.$
     Forestry
ThU.S.$
     Timber
ThU.S.$
     Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Revenues from external customers

     2,146,079        96,488        2,494,750        24,068       —         4,761,385       —         4,761,385  

Revenues from transactions with other reportable segments

     41,586        1,105,220        6,938        34,085       —         1,187,829       (1,187,829     —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Finance income

     —          —          —          —         29,701       29,701       —         29,701  

Finance costs

     —          —          —          —         (258,467     (258,467     —         (258,467

Net finance costs

     —          —          —          —         (228,766     (228,766     —         (228,766
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortizations

     240,699        19,996        139,844        2,524       6,319       409,382       —         409,382  

Sum of significant income accounts

     212        227,776        269        —         —         228,257       —         228,257  

Sum of significant expense accounts

     —          15,193        12,561        —         —         27,754       —         27,754  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) of each reportable segment

     308,536        98,955        165,887        (2,559     (353,242     217,577       —         217,577  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

                   

Associates

     —          —          —          —         16,348       16,348       —         16,348  

Joint ventures

     —          —          5,475        —         2,116       7,591       —         7,591  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

     —          —          —          —         (45,647     (45,647     —         (45,647
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on revenues

                   

Revenue – Chilean entities

     1,756,659        52,161        1,275,937        885       —         3,085,642       —         3,085,642  

Revenue – Foreign entities

     389,420        44,327        1,218,813        23,183       —         1,675,743       —         1,675,743  

Total Ordinary Income

     2,146,079        96,488        2,494,750        24,068       —         4,761,385       —         4,761,385  

Year ended December 31, 2016

   Pulp
ThU.S.$
     Forestry
ThU.S.$
     Timber
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

     205,205        182,743        118,408        1,479       3,883       511,718       —         511,718  

Acquisition and contribution of investments in associates and joint venture

     —          —          153,135        —         —         153,135       —         153,135  

 

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Year ended December 31, 2016

  Pulp
ThU.S.$
     Forestry
ThU.S.$
    Timber
ThU.S.$
    Others
ThU.S.$
    Corporate
ThU.S.$
    Sub Total
ThU.S.$
    Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment assets

    5,077,300        5,492,364       2,515,092       30,970       932,059       14,047,785       (41,604     14,006,181  

Segments assets (excluding deferred tax assets)

    5,077,300        5,492,364       2,515,092       30,970       925,962       14,041,688       (41,604     14,000,084  

Deferred tax assets

    —          —         —         —         6,097       6,097       —         6,097  

Investments accounted through equity method

                

Associates

    —          160,490       —         —         105,285       265,775       —         265,775  

Joint Ventures

    —          —         161,703       —         19,070       180,773       —         180,773  

Segment liabilities

    277,474        161,091       311,667       11,836       6,244,830       7,006,898       —         7,006,898  

Segments liabilities (excluding deferred tax liabilities)

    277,474        161,091       311,667       11,836       4,613,765       5,375,833       —         5,375,833  

Deferred tax liabilities

    —          —         —         —         1,631,065       1,631,065       —         1,631,065  
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on non-current assets

                

Chile

    2,572,702        3,509,727       721,418       27       135,808       6,939,682       (3,575     6,936,107  

Foreign countries

    1,740,559        1,525,190       1,016,633       23,040       42,292       4,347,714       —         4,347,714  

Non-current assets, Total

    4,313,261        5,034,917       1,738,051       23,067       178,100       11,287,396       (3,575     11,283,821  

 

Year ended December 31, 2015

  Pulp
ThU.S.$
     Forestry
ThU.S.$
    Timber
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        116,368       2,633,211       33,188       —         5,146,740       —         5,146,740  

Revenues from transactions with other reportable segments

    43,414        491,703       10,673       32,543       —         578,333       (578,333     —    
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Finance income

    —          —         —         —         50,284       50,284       —         50,284  

Finance costs

    —          —         —         —         (262,962     (262,962     —         (262,962

Net finance costs

    —          —         —         —         (212,678     (212,678     —         (212,678
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortizations

    231,916        18,211       139,446       3,913       6,659       400,145       —         400,145  

Sum of significant income accounts

    31        220,907       4,823       —         —         225,761       —         225,761  

Sum of significant expense accounts

    585        35,610       3,383       35       —         39,613       —         39,613  
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) of each reportable segment

    455,190        137,829       264,473       1,815       (491,596     367,711       —         367,711  
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

                

Associates

    —          —         —         —         5,572       5,572       —         5,572  

Joint ventures

    —          —         (470     —         1,646       1,176       —         1,176  
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

    —          —         —         —         (129,694     (129,694     —         (129,694
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on revenues

                

Revenue – Chilean entities

    1,913,303        68,986       1,325,985       597       —         3,308,871       —         3,308,871  

Revenue – Foreign entities

    450,670        47,382       1,307,226       32,591       —         1,837,869       —         1,837,869  

Total Ordinary Income

    2,363,973        116,368       2,633,211       33,188       —         5,146,740       —         5,146,740  
 

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Year ended December 31, 2015

   Pulp
ThU.S.$
     Forestry
ThU.S.$
     Timber
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        155,872        94,191        1,754        7,001        457,912        —         457,912  

Acquisition and contribution of investments in associates and joint venture

     —          814        —          —          —          814        —         814  

Year ended December 31, 2015

   Pulp
ThU.S.$
     Forestry
ThU.S.$
     Timber
ThU.S.$
     Others
ThU.S.$
     Corporate
ThU.S.$
     Sub Total
ThU.S.$
     Elimination
ThU.S.$
    Total
ThU.S.$
 

Segment assets

     5,172,095        5,471,322        2,374,134        31,679        669,703        13,718,933        (48,542     13,670,391  

Segments assets (excluding deferred tax assets)

     5,172,095        5,471,322        2,374,134        31,679        665,968        13,715,198        (48,542     13,666,656  

Deferred tax assets

     —          —          —          —          3,735        3,735        —         3,735  

Investments accounted through equity method

                      

Associates

     —          121,359        —          —          119,781        241,140        —         241,140  

Joint Ventures

     —          —          3,573        —          20,099        23,672        —         23,672  

Segment liabilities

     318,880        147,432        269,963        11,526        6,276,145        7,023,946        —         7,023,946  

Segments liabilities (excluding deferred tax liabilities)

     318,880        147,432        269,963        11,526        4,657,133        5,404,934        —         5,404,934  

Deferred tax liabilities

     —          —          —          —          1,619,012        1,619,012        —         1,619,012  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Geographical information on non-current assets

                      

Chile

     2,565,307        3,536,372        758,936        30        128,185        6,988,830        (2,955     6,985,875  

Foreign countries

     1,782,286        1,313,685        735,924        23,406        142,803        3,998,104        —         3,998,104  

Non-current assets, Total

     4,347,593        4,850,057        1,494,860        23,436        270,988        10,986,934        (2,955     10,983,979  

 

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Table of Contents

Year ended December 31, 2014

   Pulp
ThU.S.$
     Forestry
ThU.S.$
     Timber
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        148.517        2.817.204        33.902        0       5.342.643       0       5.342.643  

Revenues from transactions with other operating segments

     50.015        457.527        10.068        34.327        0       551.937       (551.937     0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Finance income

     0        0        0        0        30.772       30.772       0       30.772  

Finance costs

     0        0        0        0        (246.473     (246.473     0       (246.473

Net finance costs

     0        0        0        0        (215.701     (215.701     0       (215.701
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortizations

     185.121        14.145        141.587        3.901        8.680       353.434       0       353.434  

Sum of significant income accounts

     5.442        321.971        1.043        0        0       328.456       0       328.456  

Sum of significant expense accounts

     0        31.513        0        0        0       31.513       0       31.513  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) of each reportable segment

     440.367        177.974        304.848        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        6.958       6.958       0       6.958  

Joint ventures

     0        0        3        0        520       523       0       523  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense

     0        0        0        0        (155.935     (155.935     0       (155.935
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Geographical information on revenues

                    

Revenue – Chilean entities

     2.025.811        83.823        1.469.465        1.538        0       3.580.637       0       3.580.637  

Revenue – Foreign entities

     317.209        64.694        1.347.739        32.364        0       1.762.006       0       1.762.006  

Total Ordinary Income

     2.343.020        148.517        2.817.204        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       0        178.748       126.753       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  
 

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Information required by geographic area:

 

    

Geographical area

 
2016   

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 at 12-31-2016

   3,085,642      360,224        354,170        779,356        181,993        4,761,385  

Non-current Assets at 12-31-2016 other than deferred tax

   6,931,755      960,596        1,186,538        397,924        1,800,911        11,277,724  
    

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 at 12-31-2015

   3,308,871      481,881        378,719        787,036        190,233        5,146,740  

Non-current Assets at 12-31-2015 other than deferred tax

   6,986,236      978,285        837,886        364,889        1,812,948        10,980,244  

 

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Table of Contents
    

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 at 12-31-2014

   3,580,637    436,524      481,275      774,805    69,402    5,342,643

 

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NOTE 25. OTHER NON-FINANCIAL ASSETS AND NON-FINANCIAL LIABILITIES

 

Current non-financial assets

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Roads to amortize current

     41,812        47,731  

Prepayment to amortize (insurance + others)

     23,086        20,398  

Recoverable taxes (Relating to purchases)

     71,357        62,468  

Other current non-financial assets

     8,660        3,359  

Total

     144,915        133,956  

Non-current non-financial assets

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Roads to amortize, non current

     121,894        111,319  

Guarantee values

     3,302        2,635  

Recoverable taxes

     1,493        7,767  

Other non current non-financial assets

     3,630        3,795  

Total

     130,319        125,516  

Current non-financial liabilities

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

Provision of minimum dividend (1)

     60,312        102,305  

ICMS tax payable

     14,856        6,172  

Other tax payable

     16,202        19,442  

Other Current non-financial liablities

     7,793        3,804  

Total

     99,163        131,723  

(1) Provision includes a minimum dividend of subsidiary minority.

 

Non-current non-financial liabilities

   12-31-2016
ThU.S.$
     12-31-2015
ThU.S.$
 

ICMS tax payable

     58,606        45,365  

Other non-current non-financial liablities

     2,027        1,876  

Total

     60,633        47,241  

 

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NOTE 26. DISTRIBUTABLE NET PROFIT AND EARNINGS PER SHARE

Distributable net profit

As a general policy, the Board of Directors of Arauco agreed that the net profit 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 profit during the period such changes are made.

As a result of the foregoing, for purposes of determining the distributable net profit 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 profit 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 profit 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 profit 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 profit as December 31, 2016, 2015 and 2014 in order to determine the provision of 40% of the distributable net profit for each year:

 

     Distributable Net  Profit
ThU.S.$
 

Net profit attributable to owners of parent at 12-31-2016

     213,801  

Adjustments:

  

Biological Assets

  

Unrealized gains/losses

     (204,671

Realized gains/losses

     210,223  

Deferred income taxes

     2,089  

Total adjustments

     7,641  

Distributable Net Profit at 12-31-2016

     221,442  

 

     Distributable Net  Profit
ThU.S.$
 

Net profit 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 Profit at 12-31-2015

     357,003  

 

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Table of Contents
     Distributable Net  Income
ThU.S.$
 

Net profit attributable to owners of parent at 12-31-2014

     139,803  

Adjustments

  

Biological Assets

  

Unrealized gains/losses

     (278,884

Realized gains/losses

     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 Profit 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 profit. This circular differs from International Financial Reporting Standards (IFRS) which require the impact to be recorded as part of the Statements of Profit or Loss.

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 Statements of Profit or Loss. 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 profit.

The Company expects to maintain its policy of distributing 40% of its net distributable profit 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, 2016 in the Statements of Financial Position, under the line item Other current non-financial liabilities for an amount of ThU.S.$99,163, a total of ThU.S.$59,005 correspond to a provision for the minimum dividend for the 2016 period, corresponding to the Parent Company, after discounting the provisional dividend distribution of ThU.S.$ 29,572, paid to the shareholders in December 2016.

Basic and diluted earnings per share

Basic and diluted 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  
     2016      2015      2014  
     ThU.S.$      ThU.S.$      ThU.S.$  

Profit or loss attributable to ordinary equity holder of parent

     213,801        362,689        139,803  

Weighted average of number of shares

     113,159,655        113,159,655        113,159,655  

Basic and diluted earnings per share (in U.S.$ per share)

     1.8894        3.2051        1.2354  

 

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NOTE 27. SUBSEQUENT EVENTS

1) After closing of these Financial Statements, and as a result of the fires that affected the country (Chile), particularly in the regions of Maule and Bio Bio, the Company suffered the burning of approximately 80,000 hectares of forest plantations, whose accounting value amounts to approximately US$240 million, as per the IFRS accounting rules. This amounts represents 6% of the Company’s total forest plantations value.

The affected forest plantations will be managed by the Company to minimize the damages caused by the fires. It is estimated that this management will allow for a final recovery between 10% and 20% of the aforementioned US$ 240 million. Additionally, the forest plantations affected by the fires are insured, with their respective deductibles and limitations. Due to the foregoing, it is estimated that up to US$ 35 million will be recovered for this concept.

2) The authorization for the issuance and publication of these consolidated financial statements for the period ended December 31, 2016 was approved by the Board of Directors of Arauco on April 25, 2017.

Subsequent to December 31, 2016 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-120