2014 - Parque Arauco
Transcription
2014 - Parque Arauco
ANNUAL REPORT ARAUCO QUILICURA BECAME THE FIRST CHILEAN SHOPPING CENTER TO RECEIVE LEED CERTIFICATION The Green Building Certification Institute (GBCI) granted LEED certification, Silver category, to Arauco Quilicura, highlighting its sustainable design and leadership in transforming the country’s construction industry. TABLE OF CONTENTS 04. 2014 HIGHLIGHTS Growth Diversification Financial solidification Planting seeds for the future Recognitions in 2014 10. LETTER FROM THE CHAIRMAN 34. ¿What do we do? ¿Where are we? ¿How do we do it? 42. José Said Saffie Chile Peru Colombia 12. 56. CUSTOMER EXPERIENCE The mall is alive 20. CORPORATE SOCIAL RESPONSIBILITY Team members Community Environment Transparency 26. CORPORATE GOVERNANCE Directors Committee Ethics Committee Corporate transparency Board of Directors Administration OUR BUSINESS 2014 MILESTONES FUTURE CHALLENGES New developments Land bank 62. OTHER IMPORTANT INFORMATION Company information HIGHLIGHTS 2014 06 2014 Highlights 5,1% 17,3% Growth of GLA Growth in Revenues 14,9% 15,9% Growth in EBITDA Growth of tenant sales 01 05 New asset in Peru New assets in Chile 15,3% 44,8% of GLA in non-traditional formats of GLA outside of Chile GROWTH In 2014, we recorded solid growth in operating results, due to growth in gross leasable area and the maturation of shopping centers opened in recent years. DIVERSIFICATION One of the most important aspects of our strategy is geographic diversification and diversification of formats, which allows us to take full advantage of investment opportunities while minimizing risk exposure. FINANCIAL SOLIDIFICATION 2014 was a year of numerous financial milestones, including the successful capital raise, the syndicated loan to finance Parque La Colina in Colombia, the two-level upgrade in our local risk rating, and the public debt offering in Chile. PLANTING SEEDS FOR THE FUTURE With recently acquired land and projects initiated in 2014, we are laying the foundations for the future development of our company. 2014 Highlights 07 GROWTH • Our revenues increased 17.3%, to USD 221 • Due to the maturation of shopping centers million. opened in recent years, our consolidated EBITDA rose more than GLA. Examples of the maturation include the 89% increase • Our EBITDA rose 14.9% to USD 150 million. in Arauco Quilicura’s EBITDA in Chile, 84% • Our Gross Leasable Area (GLA) increased by growth in MegaPlaza Express Chincha’s 5.1%, to 728,500 m2. EBITDA in Peru, and 77% growth in Parque Caracolí’s EBITDA in Colombia, all of which • We expanded Arauco Chillan in Chile, and were inaugurated in 2013. MegaPlaza Norte and InOutlet Faucett in Peru. EBITDA (MM$) 74,456 85,554 2013 2014 14.9% growth GLA 08 2014 Highlights 693,100 m2 728,500 m2 2013 2014 5.1% growth 2009 TOTAL GLA 1.2% 1.3% 358,700 Regional Shopping Center Neighborhood Shopping Center 2009 Outlet Malls and Strip Centers 8.6% 2014 TOTAL GLA 728,500 % 6.7 .5% 97 2014 GLA % 22 .4% BY FORMAT % 2009 .6 % .7 84 77 DIVERSIFICATION 9.8% • We opened our first strip center in Peru: Viamix Chorrillos. • We inaugurated two outlet malls in Chile: Arauco Premium Outlet San Pedro in the city of Concepcion, and Arauco Premium Outlet Curauma in Valparaiso. 2014 GLA % • We expanded our portfolio of strip centers with the opening of three new assets in Santiago: Manuel Montt, Las Brujas and El Carmen de Huechuraba. BY COUNTRY 35. 0% Chile Perú Colombia .2% 55 2014 Highlights 09 FINANCIAL SOLIDIFICATION PLANTING SEEDS FOR THE FUTURE • We successfully completed a capital raise of • We began construction of Parque La Colina in USD 182 million. Bogota. It will be our biggest asset in Colombia with 63,500 m2, and it will be inaugurated in • We took out a syndicated loan for USD 165 early 2017. million to finance Parque La Colina in Colombia. • We have a USD 524 million investment plan • Fitch Ratings upgraded our Company’s solvency with developments scheduled through 2017. rating from A to a AA-, while ICR and Feller began rating Parque Arauco with a solvency • New projects will add 106,500 m2 of GLA in the coming years, boosting our geographic ratings of AA-. diversification and diversification of formats. • We issued public debt in Chile for USD 120 million, which allowed us to refinance debt • We have a land bank valued at USD 209 at better financial conditions and reduce the million, at acquisition cost. amount of secured debt. 2014 was a year characterized by solid growth in our operating results, greater geographic diversification and diversification of formats, and financial solidification of our company. 10 2014 Highlights RECOGNITIONS IN 2014 We were recognized for our responsible work and our commitment to the customer through the following national and international awards: • The magazine LatinFinance named us the “Best Managed Andean Corporate 2014,” for our ambitious growth plan, solid financial strategy, constant innovation and improvements implemented in transparency. • We were one of four brands in 2014 to be added to the Branding Hall of Fame Chile, which brings together the 40 most important brands in the country. This recognition has become the top award in branding for large brands. Parque Arauco received the “Gran Marca Empresa” (Big Brand Company) award. • Arauco Quilicura became the first shopping center in Chile to receive LEED certification, awarded by the Green Building Certification Institute (GBCI). With this certification, Arauco Quilicura has become an example of sustainable design by incorporating environmentally friendly practices in its construction and operation. 2014 Highlights 11 JOSÉ SAID SAFFIE Chairman of the board Dear shareholders: I am very proud to present to you our Company’s Annual Report and Financial Statements for the 2014 fiscal year, providing a summary of the most important aspects of Parque Arauco S.A.’s business activities. The report highlights the company’s significant growth, despite a challenging year in the economic and business environment. During the fiscal year, revenue was up 17.3% to $125,886 million, and EBITDA increased by 14.9% to over $85,554 million. This significant rate of growth is explained by the maturity of our portfolio, consisting of numerous shopping centers inaugurated in recent years, and by the 12 Letter from the Chairman opening of new shopping centers this year. Highlights include the inauguration of Arauco Premium Outlet San Pedro and Arauco Premium Outlet Curauma in Chile, the renovation of Larcomar in Peru, and expansions of Arauco Chillán in Chile and Megaplaza Norte in Peru. At the close of 2014, our assets portfolio consisted of twelve regional shopping centers, five neighborhood shopping centers, four outlet malls and twelve strip centers in Chile, Peru and Colombia. These results were accompanied by a significant financial solidification of our company. In the first quarter, we successfully completed a capital increase of more than $100 billion, and can highlight the high subscription percentage of more than 95% achieved during the preferred stock option period. We also took out the first syndicated loan for Parque Arauco in Colombia for more than COP 300 billion to finance Parque La Colina in the city of Bogotá. In addition, we issued a local bond for more than $70 billion, which allowed us to refinance liabilities at better financial conditions and reduce the amount of guaranteed debt by releasing the mortgages on Parque Arauco Kennedy. Lastly, we achieved a two-level upgrade in the company’s solvency rating, going from a rating of “A” to “AA-.” At the end of 2014, we can say that the geographic diversification and diversification of formats of Parque Arauco is a reality. At the end of 2009, only 28% of the Company’s leasable area was outside of Chile. Thanks to significant investments in Peru and Colombia, at the close of 2014, 45% of the company’s leasable area was in these two countries. In terms of formats, at the close of 2009, only 2% of the Company’s leasable area was in formats other than regional shopping centers. Thanks to significant investments made in the neighborhood shopping center, outlet mall and strip center formats, 15% of leasable surface is in these non-traditional formats at the close of 2014. For Parque Arauco, innovation is a fundamental element to differentiate our management. This fiscal year we continued surprising our customers by improving their shopping experience, bringing the “Arauco Mapps” application to Peru and Colombia. This is the first geolocalization mobile app for a shopping center in Latin America. We also surprised customers by launching innovative commercial concepts, such as the Ágora cultural center in Larcomar, which includes the Íbero Bookshop, La Plaza Theater, and Café Arábica coffee shop. Lastly, we remain the preferred shopping center administrator for many international brands entering our region. Examples include the opening of Aeropostale, Victoria’s Secret, Vince Camuto and Café Paul in Parque Arauco Kennedy. excellency, seeking professional merit and fair treatment that supports the professional growth of our employees. We also developed initiatives focused on improving the quality of life of our employees and their work-life balance. For this and other initiatives, in 2014 we were included for the first time in the large companies category of the Great Place to Work ranking, listed as one of the 50 best companies to work for in Chile. At Parque Arauco, we have an exhaustive corporate transparency policy. We ensure that relevant information is easy to access and has a suitable level of detail. Since 2013, we hold quarterly telephone conferences reporting the results in English, and answering investors’ doubts. We have also intensified our communication with the market by regularly attending conferences with investors in the United States and Europe. Finally, we have considerably improved the quality of information that we provide the market each month. We achieved significant recognition this year. Arauco Quilicura Mall became the first shopping center in Chile to receive LEED certification (Leadership in Energy and Environmental Design), awarded by the Green Building Certification Institute for incorporating sustainable and environmentally friendly construction and operation processes. In addition, we were one of four brands in 2014 to be added to the Branding Hall of Fame Chile, which brings together the 40 most important brands in Chile. Finally, the magazine LatinFinance awarded us the “Best Managed Andean Corporate 2014,” for our ambitious growth plan, solid financial strategy, constant innovation and improvements implemented in transparency. Looking forwards, we have a significant growth plan for the coming years with total investments exceeding USD 500 million, mainly in Peru and Colombia. Highlights in this growth plan are the Parque La Colina project, with total investment of USD 289 million. It is advancing in line with the budget and we expect it to become one of the main shopping centers in Colombia. In addition, we have a land bank valued at more than USD 200 million at acquisition cost, which will be the base for future growth of our company. I would hate to end this letter without thanking our entire team for their commitment, our shareholders for their ongoing support, our lessees for their business and growth, our customers for choosing us, our providers for their efficiency, and everyone involved with Parque Arauco in any way. I hope that we can continue working together to offer the best of ourselves to our customers. Yours sincerely, Our commitment is that Parque Arauco will be a great place to work, with trust-based relations and strong values that inspire and guide our employees. In particular, we are focused on promoting José Said Saffie Chairman of the Board Letter from the Chairman 13 CUSTOMER EXPERIENCE In our company, innovation is reflected in initiatives that allow us to anticipate the needs of our customers and improve their shopping experience. We surprise our customers by launching new concepts for the industry and we use cutting-edge technology to make their visits more comfortable. 14 Customer Experience Customer Experience 15 INTEGRATED EXPERIENCE Carolina visits www.revistadetalle.cl to see the latest trends in fashion and where to find these trends at Parque Arauco. Revista Detalle is a new tool to communicate culture. It as an exploratory tool that enables our with our customers and a platform for trends customers to discover where they can find the and experiences that links our customers to the latest trends and experiences in Parque Arauco. latest trends in fashion, design, gastronomy and 16 Customer Experience SERVICES AND CONVENIENCE Carolina visits Parque Arauco with her daughter and, thanks to Arauco TAG technology, the parking barrier opens automatically. When she decides to leave, Carolina won’t have to queue to pay for parking. Arauco Tag is a system that allows the Parque Arauco parking barriers to open automatically when they detect the Costanera Norte Tag, recording the vehicle’s entry and exit time. Costanera Norte calculates the amount to be paid and includes it on a monthly invoice sent to its customers. To activate the service, our customers can go to web.costaneranorte.cl/arauco-tag and sign an authorization for Parque Arauco parking charges to be included on the Costanera Norte invoice. Customer Experience 17 INNOVATION Carolina uses the Arauco Mapps mobile app to georeference the parking spot where she parked her car. This way, Carolina and her daughter won’t lose time looking for their car when they leave. Also, Arauco Mapps gives them precise instructions to find the new Victoria´s Secret they are looking for. Arauco Mapps is the first indoor georeference mobile app in a shopping center in Latin America. With Arauco Mapps, our customers can “pin” where they parked their car and find it easily when they leave. Also, they can find 18 Customer Experience whichever store or restaurant they want and the application provides precise instructions on how to arrive. CUTTING-EDGE COMMERCIAL MIX Carolina walks with her daughter towards the new Victoria´s Secret store. But before they arrive, they find the first Forever 21 store in the country so they decide to go in. There is a lot of interest from our tenants to be Examples of these in 2014 include the opening a part of our shopping centers. In 2014, several of Aeropostale and Café Paul in Chile, and UGG tenants chose to open their first store in the and Desigual in Peru. country in a Parque Arauco shopping center. Customer Experience 19 ENTERTAINMENT Carolina and her daughter found what they were shopping for and are now looking for some entertainment. They decide to see a 4DX movie in the cinema. The Parque Arauco shopping centers have a variety of entertainment options for the community. In large cities, our regional shopping centers have various entertainment options such as cinemas, theaters, bowling alleys and even ice-skating rinks. In medium-sized cities, our shopping centers 20 Customer Experience often have the only cinema or arcade for children in the city. In 2014 in our Larcomar shopping center in Lima we inaugurated a cultural section with the largest bookstore in Peru. GASTRONOMY Carolina and her daughter have been out together all afternoon. They decide to stay and eat at one of the excellent restaurants in the gastronomic boulevard. In 2003, we inaugurated the first gastronomic boulevard in a Chilean shopping center. We have successfully taken this concept outside the country to places that were not used to having restaurants in a shopping center. In 2014, we improved the mix of the restaurant boulevard in Arauco Maipu, Parque Arauco Kennedy, Larcomar, Parque Lambramani and MegaPlaza Norte. Customer Experience 21 CORPORATE SOCIAL RESPONSIBILITY At Parque Arauco S.A., our Corporate Social Responsibility (CSR) strategy is part of a crossorganizational policy of corporate transparency. It has allowed us to create a workplace that provides shared values for our employees, customers, community and environment. 22 CSR CSR 23 WE CARE ABOUT THE COMMUNITIES IN WHICH WE ARE PRESENT: WE RESPECT THEIR VALUES, WE CELEBRATE THEIR LOCAL TRADITIONS AND WE INCLUDE THEM IN OUR DAILY ACTIVITIES. 24 CSR Under the slogan “Contigo Somos Más” (With You, We Are More), we aim to transcend the distances, borders and idiosyncrasies separating us. Independent of the location or country, at Parque Arauco we share a common culture. TEAM MEMBERS •There are two fundamental values at our company: excellence and happiness. We seek professional merit and fair treatment In 2014, our company was recognized that supports the professional growth of by “Great Place to Work” as one of the our employees. We also develop initiatives 50 best large companies to work for focused on improving the quality of life of our in Chile. employees and their work-life balance. • Great Place to Work recognizes work •We are convinced that a great place to work is environments where people trust their built through trust-based relations and strong employers, feel proud of what they do, and values that inspire and guide our employees. enjoy working with others. COMMUNITY The International Council of Shopping Centers awarded us a silver medal in the category “Cause Related Marketing .” • The International Council of Shopping Centers • In Peru, we participated actively in the Crea+ program, in which our employees donated school clothes and sponsored low-income children. • We carried out a strategic alliance with the Patrulla Ecológica de Peru (Ecological Patrol) association, which organized a marathon and delivered 1,500 trees for those that finished to be planted in the city of Arequipa. delivered this award to the Parque Arboleda Shopping center in Colombia for having planted 2,000 trees in Pereira in honor of the city’s • In Colombia, Parque Caracoli, Fundación HOPE and Fundación Amigos de la Foscal 150th anniversary. joined forces to fight illiteracy in children with • In Chile, Parque Arauco Kennedy, Arauco cancer and leukemia, donating a classroom Quilicura, Arauco Maipu, Arauco San Antonio with furniture, books and technology, and and Arauco Chillan participated in the Correos sponsoring these children. We also supported the Asociación Cultural del Café (Coffee de Chile campaign “Conquering hearts: sponsor Culture Association) and its IWOKA Program a letter,” helping more than 3,000 low-income children receive a Christmas gift. that encourages young people and children to become social entrepreneurs and commit • Throughout the year, we provided free to their own development and community development. spaces in our shopping centers for non-profit organizations to raise awareness and raise funds. CSR 25 At Parque Arauco, we aim for energy efficiency and the preservation of natural resources. We promote the use of renewable construction materials and we develop comprehensive plans to treat non-organic waste, in line with sustainable environmental regulations. ENVIRONMENT Arauco Quilicura became the first shopping center in Chile to receive LEED certification. • The Green Building Certification Institute awarded LEED Certification (Leadership in Energy and Environmental Design), Silver category, to Arauco Quilicura for having an environmentally friendly design, construction and operation. TRANSPARENCY Best 2014 Corporates in the Capital Markets Arauco Paseo Estación received the Energy Efficiency Seal in 2014 from the Chilean Agency of Energy Efficiency, for establishing an efficient energy policy with specific initiatives, goals and indicators. • We continue measuring our carbon footprint, with emphasis on developing efficient management to control adverse emissions. In 2014, we reduced the Company’s carbon footprint by nearly 900 tons. Inteligencia de Negocios and Universidad del Desarrollo, Parque Arauco is one of the 40 most transparent companies in Chile, particularly standing out in terms of “Presentations and Business” and “Investor Services”. The magazine LatinFinance named us: “Best Managed Andean Corporate 2014.” The publication particularly highlighted improvements implemented • With regard to transparency, we have held quarterly telephone conference calls since in transparency. • In 2012, the company began a program to comply with Law 20,393. On August 12, 2014, we received certification from the firm BH Compliance accrediting that Parque Arauco has complied with its supervision and management duties by adopting and implementing a crime prevention model, providing evidence of compliance with the Superintendency of Securities and Insurance, Shareholders and the Public Prosecutor. • According to the corporate transparency ranking developed in 2014 by the organization Chile Transparente, the consultancy 26 CSR • Arauco Premium Outlet Buenaventura and 2013 to report company results in English and answer investor questions. We also began publishing all company reports in English, including the Annual Report. Furthermore, we have intensified our communication with the market by regularly attending conferences with investors. Finally, we have considerably improved the quality of information that we provide the market each month. An example of this is the “Análisis Razonado” (Reasoned Analysis) that we publish quarterly in the Superintendency of Securities and Insurance, showing sales, revenue, EBITDA and occupancy in each of our shopping centers in Chile, Peru and Colombia. We ensure that relevant information is easy to access and has an appropriate level of detail regarding the company and its businesses, corporate governance policies, financial information, investor services and sustainability. CSR 27 CORPORATE GOVERNANCE Parque Arauco S.A. stands out for its quest for transparency and promotion of good practices within the company. Responsibility and excellence in our processes and activities drive and inspire our day-to-day operations. 28 Corporate Governance Corporate Governance 29 WE ARE KNOWN FOR INCORPORATING THE CONCEPT OF EXCELLENCE IN OUR WAY OF DOING BUSINESS, WITH PROFESSIONALISM, INTEGRITY AND CORPORATE RESPONSIBILITY. 30 Corporate Governance In Parque Arauco S.A. we have structured our corporate governance with loyalty to the values and ethical principles that have differentiated us from the beginning, guaranteeing self-regulatory mechanisms, transparency and honesty. DIRECTORS COMMITTEE ETHICS COMMITTEE CORPORATE TRANSPARENCY The Directors Committee is comprised of three members, two of whom must be independent of the controlling shareholder. Its main responsibilities include: As an advisory body, the Ethics Committee sets out procedures to address ethical dilemmas that may arise between customers or employees, both internal and external, and Parque Arauco S.A. Its main responsibilities include: Throughout the history of Parque Arauco S.A., we have shown our commitment to sending relevant company information in a timely and transparent manner to the market, to all our stakeholders and to the general public. •Review the Company’s balance sheets and We are convinced that timely, precise and detailed presentation of all who interact directly or indirectly with Parque aspects of our business contributes to • Propose external auditors and private risk rating Arauco S.A. responsible and modern governance agencies to the Board. in line with the ethical principles •Participate in employee ethics training. that guide our company. •Review background information related to financial statements. •Ensure respect for the dignity of the people operations. •Advise on the decision-making process in situations that pose ethical conflicts. •Monitor remuneration and compensation plans for principal executives and managers. • Propose protocols and guidelines for behavior in situations that raise ethical conflicts. • Handle additional tasks set forth in the company bylaws or those requested during a Shareholders •Impose sanctions when necessary. Meeting or Board of Director´s Meeting, as needed. •Inform employees when Company shares can be purchased and sold. • In 2012, the company began a program to comply with Law 20,393. On August 12, 2014, we received certification from the firm BH Compliance accrediting that Parque Arauco has complied with its supervision and management duties by adopting and implementing a crime prevention model, providing evidence of compliance with the Superintendency of Securities and Insurance, the shareholders and the Public Prosecutor. Corporate Governance 31 BOARD OF DIRECTORS JOSÉ SAID SAFFIE Chairman RUT: 2.305.902-9 SALVADOR SAID SOMAVÍA Director RUT: 6.379.626-3 ORLANDO SÁENZ ROJAS Director RUT: 3.599.669-9 JOSÉ DOMINGO ELUCHANS URENDA Director RUT: 6.474.632-4 32 Corporate Governance A professional Board of Directors, with a relevant business trajectory and long-term vision leads Parque Arauco S.A., with the mission to continually improve our customers’ shopping experience. Law degree, Universidad de Chile. Currently holds the positions of Chairman of Banco Bilbao Vizcaya Argentaria, Chile; Chairman of Parque Arauco S.A.; Director of Universidad Jesuita Alberto Hurtado; Chairman of Fundación Palestina Belén 2000-Chile, Director of the Chile-Peru Business Council, Director of MegaPlaza – Sociedad de Centros Comerciales en Perú, Managing Director of Asociación de Bancos e Instituciones Financieras A.G. Business Administration degree, Universidad Gabriela Mistral de Chile. Executive Director of Grupo Said. Director of Cruz Blanca Salud S.A. and Endeavor Chile. Director of BBVA, Chile, Parque Arauco S.A., Edelpa S.A., Coca-Cola Andina S.A., Envases CMF S.A. Consultant for Centro de Estudios Públicos (CEP) and Generación Empresarial. Civil Engineering degree, Universidad Católica de Chile. Chairman of Constructora Jardines del Bosque Ltda., O. Sáenz y Compañía Profesionales Asociados, Inversiones Orli Ltda., and Inversiones CAF Ltda. Law degree, Pontificia Universidad Católica de Chile. Director of the publicly traded companies Parque Arauco S.A., Banco BBVA and Envases del Pacífico S.A.; Chairman of the Board at Inversiones del Pacífico S.A., and Director of Inmobiliaria Atlantis S.A., Parque Arauco´s controlling shareholder. ROSANNA GAIO CUEVAS Director RUT: 6.934.528-K RAFAEL ALDUNATE VALDÉS Director RUT: 5.193.449-0 JOAQUÍN BRAHM BARRIL Director RUT: 7.052.386-8 RENÉ ABUMOHOR TOUMA Director RUT: 3.065.693-8 GUILLERMO SAID YARUR Director RUT: 6.191.544-3 Accounting degree, Escuela de Contadores Auditores de Santiago. Completed Corporate Governance course at Pontificia Universidad Católica de Chile and Board of Women course, presented by Ernst & Young and Universidad Diego Portales. Director of Industrias Combinadas Gaio, Peirano S.A. and, since 2013, Director of Parque Arauco S.A. Business Administration degree, Universidad Católica; Harvard University: Advanced Management Program. Current Director of Parque Arauco S.A., AFC: Administradora de Fondos de Cesantía and Instituto Libertad. Chairman of Proservice. Former Vice Chairman of Empresa de Ferrocarriles del Estado (EFE), and former Director of SEP: Sistema de Empresas Públicas. Business Administration degree, Universidad Católica de Chile. Former CEO of Club Hípico de Santiago, S.A. and Inmobiliaria Manquehue. Current Director of Parque Arauco S.A., CEO of Inmobiliaria y Constructora Lo Campino, Chairman of the Board of Inmobiliaria Valle Grande S.A, and Director of Inmobiliaria Agsa and GPS Property. Entreprenuer; has served as Chairman of Hilanderías Maisa S.A., Coresa S.A., Contenedores, Redes y Envases; Managing Director at Banco Interbank, in Lima, Peru, Banco CorpbancaVenezuela, Corpvida S.A., Compañía de Seguros, Parque Arauco S.A. and various companies in Chile and abroad. Currently holds the positions of Chairman of Empresas Coval a company focued on finance and real estate, and Director of Fundación Palestina Belén 2000-Chile. Degree in Civil and Industrial Engineering, Universidad de Chile. Post-graduate degree in Finance, Universidad Adolfo Ibáñez. Chairman of Inversiones Ranco Uno S.A., Director of Parque Arauco S.A. and Inmobiliaria Sport Francais S.A., Director and CEO of Comercial Café Mokka S.A. Corporate Governance 33 ADMINISTRATION JUAN ANTONIO ÁLVAREZ Executive Vice President RUT: 7.033.770-3 CLAUDIO CHAMORRO Chief Financial Officer RUT: 10.585.375-0 CONSUELO RABY Corporate Legal Affairs Manager RUT: 11.703.205-1 MARCO HENRÍQUEZ Accounting and Auditing Manager RUT: 9.401.560-K 34 Corporate Governance Law, Universidad de Chile; MBA Pontificia Universidad Católica de Chile; Chairman of the Board of Directors of Quemchi S.A. and Navarino S.A.; Director of Compañía Electrometalúrgica S.A., Cristalerías de Chile S.A., Compañía Sud Americana de Vapores S.A., SM SAAM S.A. and Marítima de Inversiones S.A.; Member of the Advisory Board at Generación Empresarial. Business Administration degree, Pontificia Universidad Católica de Chile. MBA, University of California (UCLA). Former Director of Financial Research and Analysis at Superintendencia de Bancos e Instituciones Financieras. Market Risk Manager and later CFO of Corpbanca. Corporate Development Manager of Holding Corpgroup, overseeing acquisitions of hotels, shopping centers and banks as well as the issuance of bonds and bank debt. Director of Corpbanca Venezuela and Combanc. Has also worked as an advisor to the Ministry of Planning (now the Ministry of Social Development), while also lecturing at the Pontificia Universidad Católica de Chile in different areas of Economics. Law degree, Pontificia Universidad Católica de Chile. Master´s in Law (LLM), Duke University. Her experience includes areas related to corporate and commercial law, mergers and acquisitions, capital markets and financing. She worked for 15 years at the law firm Carey y Cía., first as an associate and later as director, being involved in and leading multiple major projects in her areas of expertise. Third in the ranking Leading Lawyers Chile 2013 - Business Category (Qué Pasa magazine, November 2013). Second in the ranking Leading Lawyers Chile 2014 - Business Category (Qué Pasa magazine, November 2014). Accounting Degree, Universidad Tecnológica Metropolitana specializing in Computational Auditing from the Universidad de Chile and certification in operating risks, with 26 years experience in auditing and consultancy. He has worked in the top auditing and consultancy firms, holding leading positions at PricewaterhouseCoopers (PwC), KPMG and Deloitte, and has developed projects in various business sectors such as banking, insurance, retail, mining and health. He directed and managed a number of national and international projects on subjects related to practices in financial, operations and technological internal controls, as well as risk management, the Sarbanes-Oxley Act, money laundering and fraud. The challenges we meet on a daily basis are addressed by a team of highly trained professionals who bring together a wealth of experience and professionalism. CAROLINA GALLETTI VERNAZZANI Corporate Human Resources Manager RUT: 10.036.478-6 ANDRÉS TORREALBA Chief Executive Officer, Chile Division RUT: 7.622.704-7 EDUARDO HERRERA Chief Executive Officer, Peru Division DNI: 07257688 JUAN PABLO ROMERO Chief Executive Officer, Colombia Division DNI: 79.778.451 Business Administration degree, Universidad de Concepción. Worked for 12 years in Human Resources at national and multinational companies in Chile and Spain, managing projects and leading processes for human capital management. Prior to joining Parque Arauco, she worked as Human Resource Manager for Pilkington Valencia, Spain. Business Administration degree and MBA from Pontificia Universidad Católica de Chile. He has 20 years of professional experience, holding positions in various areas of business such as sales, marketing and general administration, mainly in the retail and real estate sectors. His previous experience includes working for multinational corporations, local companies and his own ventures. His professional experience includes two years residence in Brazil. Torrealba joined Parque Arauco in 2004, first as Marketing Manager and then as Commercial Manager. Industrial Engineering degree, Pontifica Universidad Católica de Perú and Master’s in Sciences with a major in Finance, London Business School (UK). He has over 20 years of corporate experience, having worked for such institutions as HSBC Bank, N.M. Rothschild & Sons and Banco Continental BBVA, all of which handle asset and investment management, including the Central Management of Investments for Profuturo AFP, part of Citibank’s pension fund. He has led the Peru division since 2008. Business Administration Degree, School of Global Management, CESA. MBA from Thunderbird University, Phoenix, Arizona. He has more than 10 years experience working in Latin America at multinational corporations in business development, expansion and management. He began his career at the German company BASF, working in Germany, Brazil and Colombia. In 2003, he joined the airline Avianca S.A., where he managed the financial reorganization and successful sale of the company, and the purchase of Tampa cargo line. He joined Parque Arauco S.A. in 2008 with the opening of the company´s office in Colombia as Chief Executive Officer of the division. Corporate Governance 35 OUR BUSINESS Our company has a differentiated business model—it is the only shopping center operator open to the stock market in the Andean region with an exclusive focus on the real estate business. 36 Our Business Our Business 37 WE ARE A DEVELOPER AND OPERATOR OF MULTIFORMAT REAL ESTATE ASSETS, PRESENT ACROSS THREE COUNTRIES WITH A HIGH GROWTH POTENTIAL 38 Our Business WE REACHED CONSOLIDATED REVENUES OF MM$ 125,886 IN 2014 PARQUE ARAUCO´S NET INCOME WAS MM$ 60,793 IN 2014 WE HAVE 728,500 M2 OF GLA IN CHILE, PERU AND COLOMBIA WE OPERATE 33 ¿WHAT DO WE DO? SHOPPING CENTERS We develop and manage multi-format real estate assets, mainly for commercial use, orientated towards differentiated socio-economic sectors in Chile, Peru and Colombia. We operate a portfolio of 33 shopping centers with a combined GLA of 728,500 m2. We own and operate four shopping center formats: regional, neighborhood, outlet malls and strip centers. Our tenants are department stores, home improvement stores, supermarkets, restaurants, cinemas, health centers and smaller stores offering various types of products. FORMAT CHILE PERU COLOMBIA TOTAL ASSETS BY FORMAT TOTAL GLA BY FORMAT (M2) Regional Shopping Centers 6 4 2 12 617,000 Neighborhood Shopping Centers - 5 - 5 49,000 Strip Centers 11 1 - 12 22,500 Outlet Malls 3 1 - 4 40,000 Total Assets by Country 20 11 2 TOTAL GLA BY COUNTRY (M2) 402,000 255,000 71,500 COMPANY ASSETS BY COUNTRY AND FORMAT 728,500 Our Business 39 ¿WHERE ARE WE? CHILE 402,000 m GLA 2 7% 9% 5% Growth of GLA 2013-2014 Growth in Revenues 2013-2014 Growth in EBITDA 2013-2014 40 Our Business We seek out the best locations and develop tailor-made business concepts, creating unique customer experiences that boost our operators’ sales and achieve exceptional long-term results. COLOMBIA 71,500 m2 GLA 0% 35% 26% Growth of GLA 2013-2014 Growth in Revenues Growth in EBITDA 2013-2014 2013-2014 PERU 255,000 m2 GLA 4% 39% 51% Growth of GLA 2013-2014 Growth in Revenues Growth in EBITDA 2013-2014 2013-2014 Our Business 41 ¿HOW DO WE DO IT? We study the cities in the countries where we are present and we seek out the best locations in each city. Once the location has been chosen, we develop tailor-made business concepts that are the right size and have the appropriate infrastructure and the best commercial mix. Lastly, when the shopping center is built and leased to our tenants we continually strive to improve the shopping experience for our customers. We have a stable and diverse revenue base. The stability of our revenues, 84% of which come from fixed contracts, is based on long term contracts. We maintain a high occupancy rate in the assets we manage. In fact, we have have an occupancy rate of 95.0% in Chile, 94.6% in Peru and 90.0% in Colombia. We have an experienced team of professionals, commited to our shareholders and lenders, with strong relationships with the retailers and the appreciation of our customers. When developing a project, we fully assess the needs of the community. Each shopping center is different in terms of size, infrastructure and commercial mix, depending on the needs of our customers. 42 Our Business “Tiffany is always searching for opportunities to create memorable moments for our clients. Parque Arauco with an open air area, beautiful views of the Chilean mountains and a dedication to customer service, is one of the best places in Latin America to create those experiences.” LUCIANO RODEMBUSCH VICE PRESIDENT LATIN AMERICA, TIFFANY & CO. “We work with Parque Arauco because of their highquality assets in Lima. Larcomar was the perfect place for our group of brands.” MARCELO HARISTOY CEO, KOMAX PERÚ Our Business 43 2014 MILESTONES 2014 was an important year in terms of diversification, maturation of assets and consolidation. We expanded our participation in the outlet mall format in Chile, we opened our first strip center in Peru, and we began construction of our third property in Colombia in the city of Bogota. Additionally, Arauco Quilicura became the first shopping center in Chile to receive LEED certification. 44 2014 Milestones 2014 Milestones 45 CHILE 46 2014 Milestones DIVERSIFICATION In 2014 we continued growing and solidifying our strategy of diversification both geographically and in terms of formats by opening two outlet malls in the cities of Concepcion and Curauma, and three new strip centers in Santiago. The percentage of GLA in Chile from non-traditional formats rose from 8.6% to 12.7% this year. 2014 Milestones 47 ARAUCO KENNEDY 115,000 m2 Parque Arauco Kennedy - the first shopping center inaugurated in Chile – remains our most important asset in terms of revenues and EBITDA. It remains a leader in the shopping center industry in Chile in terms of innovation and cutting–edge practices. In 2013 we inaugurated the first Luxury District in Chile and due to its excellent results during its first year of operation we have begun the expansion of the district by over 1,000 m2 in order to add six premium brands, including expansion complete, we began the renovation of the old food court, which will be converted Tiffany & Co., the first to open in Chile. to incorporate new entertainment options and Parque Arauco Kennedy maintains its position as retail brands. the preferred shopping center for the entrance of new international brands into the Chilean market. This was seen in 2014 with the opening of Aeropostale, Etiqueta Negra, Victoria´s Secret construction process and operations. These (Beauty & Accessories), Versace Collection, Vince results were achieved by working alongside Camuto, October, Free People and Café Paul. 2 our tenants, who made important adaptions to their stores to improve the sustainability of With a new and modern online format and their retail space. renewed content, we have re-launched Revista Detalle http://www.revistadetalle.cl./, a blog In Arauco San Antonio we inaugurated the first showcasing the latest trends, fashion, technology, 4 star hotel in the city. Operated by Sonesta, Arauco Quilicura continued improving its beauty, art and gastronomy, serving as an the hotel has a modern infrastructure and commercial mix with the inauguration of the alternative way to enhance our customers´ cutting edge design and includes conference medical center Clinica Megasalud, adding health rooms and a restaurant. The addition of new and dental care services for the residents of experience. international brands and new restaurants in the Quilicura. Additional we inaugurated a gym, food court contributed to the ongoing efforts to the first 4DX movie theater in the northern improve the mall. sector of Santiago, new banks, restaurants and smaller stores. ARAUCO SAN ANTONIO 28,500 m ARAUCO MAIPÚ 75,000 m2 ARAUCO ESTACIÓN OUTLET MALLS Located in the second largest and one of the fastest growing sectors of Santiago, Arauco Maipu 2 continued to solidify its link with the community, by continuing to improve the new gastronomic boulevard where we hosted various free concerts In 2014 we opened a variety of stores, including a branch of the Chilean National Treasury and public events during the year. Department, offering a valuable new service In 2014 we built a walkway that connects the to our customers. We remodeled the cinema to metro station with our shopping center thereby include 4DX technology and we are continuing improving the accessibility of the mall for those the process of remodeling and modernizing the commercial space overall as well as one of the visitors arriving by public transportation. food courts. The mall is also modernizing its signage to help customers navigate the large mall which surrounds Santiago´s main train and bus station. 69,000 m ARAUCO CHILLÁN 31,500 m 2 During 2014, the preferred mall in the Ñuble province officially changed its name to Arauco Chillan, and the mall has adopted Parque Arauco´s corporate logo. Additionally the 6,500 m2 expansion of the mall was completed during the first half of the year. This expansion added the department store Hites as an anchor store as well as more than 40 new stores, restaurants, a new food court and new movie theaters. With the 48 2014 Milestones PARQUE ARAUCO QUILICURA 32,000 m 2 2014 was a great year for Arauco Quilicura which experienced strong operational growth. Inaugurated in 2013, this year Arauco Quilicura became the first mall in Chile to obtain LEED certification, thanks to its sustainable design, 32,500 m2 2014 was a year of intense growth in Parque Arauco´s outlet mall format, reinforcing our strategy of diversification of formats. We inaugurated Arauco Premium Outlet San Pedro in Concepcion during the second quarter of the year with 6,500 m2 of GLA and Arauco Premium Outlet Curauma in Valparaiso in December with 7,000 m2 of GLA. Both outlets offer a variety of premium brand stores. Additionally during 2014 we expanded Arauco Premium Outlet Buenaventura in Santiago. ARAUCO EXPRESS (STRIPCENTERS) 18,500 m2 During 2014 we added three strip centers to our portfolio. Manuel Montt, Las Brujas and El Carmen de Huechuraba opened in different sectors of Santiago adding more than 6,000 m2 of GLA and contributing to our strategy of diversification of formats. “We like the mall because it is open air, it’s not closed in like other malls. It’s nice because there are green areas and not as much concrete.” MARCO RAMÍREZ AND LISSETTE ZAMORA ARAUCO QUILICURA “I prefer Arauco Chillan for its stores, both large and small, for its food court and because I’m looking forward to the new cinema that will arrive soon. All of this together makes the mall the most entertaining place in the city.” PAMELA POBLETE ARAUCO CHILLÁN 2014 Milestones 49 PERU 50 2014 Milestones MATURATION We strengthened our commercial offering in Peru with new services, entertainment options, and international brands arriving in the country in Parque Arauco´s shopping centers. We completed the transformation of Larcomar and continued expanding MegaPlaza Norte. We diversified formats with the opening of our first strip center, Viamix Chorillos, and the expansion of InOutlet Faucett. 2014 Milestones 51 MEGAPLAZA NORTE 110,500 m2 We entered the Peruvian market in 2006 with the purchase of 45% of MegaPlaza Norte. Since then, we have been gradually expanding this shopping center. In 2014, in MegaPlaza Norte we inaugurated the medical center Clinica Integramedica, which has four floors and 4,000 m2 offering a variety of medical services to the residents of the northern sector of Lima. We also incorporated several new stores, which has been well received by customers. LARCOMAR 26,000 m2 During the year we incorporated new stores in order to improve the mall´s commercial mix, including the opening of Desigual and UGG, the first of each of the stores in Peru. With the goal of improving the customer experience, we launched Larcomaps, a mobile application that guides visitors through the mall to easily find the restaurant or store they are looking for. We also launched the cultural space Agora, which includes the book store Librería Ibero, La Plaza Theater, Dédalo, Café Arábica, and a store dedicated to decoration and arts and crafts. MEGAPLAZA CHIMBOTE 28,000 m2 The mall is the first in Chimbote and has transformed the commercial offering of the city by offering the best brands for products, services and entertainment. MEGAPLAZA NEIGHBORHOOD CENTER FORMAT Finally during 2014 we made efforts to position Larcomar as the premium mall in the city by 2 improving the offering in the gastronomic boulevard by adding new restaurants and by inaugurating a VIP parking area and Valet We continue strengthening the commercial Parking service. mix of our neighborhood shopping centers, highlighting the opening of Movie Time cinemas in Barranca and Cañete. 49,000 m PARQUE LAMBRAMANI 30,000 m2 During the year we continued improving the commercial mix of the mall adding new stores and a special entertainment area for children and teenagers. The accessibility to the shopping center was also a focus of improvement, and this year we renovated the main access of the mall and negotiated the arrival of five lines of public transport directly to the mall. Additionally, we launched the mall´s customer rewards system “Puntos Bonus”, which enables customers to earn points for purchases made in the mall which they can later use to redeem gifts, therefore encouraging customer loyalty. 52 2014 Milestones INOUTLET FAUCETT 7,500 m2 IInOutlet Faucett, formerly known as the Lima Outlet Center became Parque Arauco´s first outlet mall in Peru after the incorporation of this asset into our portfolio in 2013. In 2014 we successfully finished the expansion of the asset and worked to improve its infrastructure by adding underground parking. We improved the commercial mix by incorporating various new premium brands. Finally, we carried out a marking campaign to launch the new brand InOutlet Faucett. VIAMIX CHORRILLOS 4,000 m2 Viamix Chorrillos was incorporated into our portfolio during the third quarter of 2014. In its 4,000 m2 of GLA the strip center has a Metro supermarket, restaurants, services such as banks and various smaller stores. “I like the mall because I can come to do everything: shop, eat, go to the cinema with my daughter, etc., all within a safe environment, where everyone is very friendly and helpful. Also, the view is one of the prettiest in Lima.” HANNELORE SCHREIBER LARCOMAR “We really like the ambiance in Parque Lambramani, there are more stores and it’s fun to spend time here.” CAMILO SOLARI PARQUE LAMBRAMANI 2014 Milestones 53 COLOMBIA 54 2014 Milestones GROWTH In 2014, we began construction of Parque La Colina, the largest project built at one time in the history of Parque Arauco. It will be our principal shopping center in Colombia and we expect it to become one of the best shopping centers in the country. 2014 Milestones 55 PARQUE ARBOLEDA 33,000 m2 Parque Arboleda is the city of Pereira´s preferred mall. During 2014 the International Council of Shopping Centers awarded Parque Arboleda the silver medal in Cause-Related Marketing during the 2014 Latin American Shopping Center Awards. The shopping center earned the award for its initiative to plant 2,000 trees in a forest in Pereira in honor of the 150 year anniversary of the city. Parque Arboleda was selected out of 170 participating shopping centers. In 2014 we incorporated a new concept of casual restobars in order to position the mall as an “After Office” option and thereby diversify our commercial mix. We continued finishing the interior of the Parque Arboleda office tower which currently available to rent. Finally, we implemented an energy efficiency project that which we expect to reduce operating costs as well as have a positive impact on the environment. 56 2014 Milestones PARQUE CARACOLÍ 38,500 m2 We launched Caracoli Mapps, an application similar to Arauco Mapps and Larcomaps, which helps customers navigate around the shopping center. We also installed interactive touch screen maps located throughout the mall, which helps improve our customers´ shopping experience. We continued improving the commercial mix of the mall by opening new restaurants and stores, including the second American Eagle in all of Colombia. PARQUE LA COLINA 63,500 m2 During 2014 we began the construction of what will be our first shopping center in Bogota, Colombia´s capital city. With an estimated investment of US$289 million and 63,500 m2 of GLA, the Parque La Colina project is advancing on time and within budget. “I visit Parque Arboleda because you can find everything there: excellent services like banks as well as large international stores and, furthermore, the setting is spectacular.” CAROLINA ZAPATA, PARQUE ARBOLEDA “I prefer Parque Caracolí because of the comforts it offers such as the Boulevard and its open-air spaces. In particular, I enjoy the events frequently held here, I think it is a shopping center with very good entertainment options and a nice place to spend time with your family.” JULIANA CARVAJAL PARQUE CARACOLÍ 2014 Milestones 57 FUTURE CHALLENGES Parque Arauco will continue developing diverse projects in Chile, Peru and Colombia that will offer a commercial mix orientated to the needs of the community. 58 Future Challenges Future Challenges 59 WE HAVE ANNOUNCED INVESTMENTS OF MORE THAN US$ 500 MILLION WHICH WILL ADD MORE THAN 100,000 2 M DURING THE NEXT FEW YEARS. 60 Future Challenges “We are focused on the continued expansion of our operations. In an evolving and challenging market, we will continue to grow in the right countries, with the right partners and the appropriate format, all the while keeping our customers as our top priority.” JUAN ANTONIO ÁLVAREZ, EXECUTIVE VICE PRESIDENT, PARQUE ARAUCO S.A. NEW DEVELOPMENTS Our investment plan consists of achievable projects that reinforce our strategy of diversification in terms of geographic reach and type of formats. NEW DEVELOPMENTS ESTIMATED OPENIGN DATE ABL TOTAL (M2) % OUNERSHIP ABL PROPIO (M2) INVERSIÓN TOTAL (MMUS$) PROJECT NAME COUNTRY FORMAT Various Projects Stripcenters Chile (Arauco Express) Chile Strip Center Under development "Total 51,0% 7.140 30 Various Projects SCP Peru Strip Center/ Outlet Under development 25.000 51,0% 12.750 72 Various Projects MegaPlaza Peru Various Under development TBD 50,0% TBD 118 Parque La Colina Colombia Regional 1H 2017 63.500 55,0% 34.925 289 54.815 509 SUBTOTAL 102.500 EXPANSIONS PROJECT NAME COUNTRY FORMAT ESTIMATED OPENIGN DATE Boulevard V Kennedy Expansion Chile Regional 1H 2015 1.000 100,0% 1.000 9 MegaPlaza Chimbote Expansion Peru Regional Under developement 2.500 50,0% 1.250 4 MegaPlaza Express Villa Expansion Peru Neighborhood Under development 500 50,0% 250 2 TOTAL GLA (M2) FINAL STAKE TOTAL OWNED INVESTMENT GLA (M2) (MMUS$) SUBTOTAL 4.000 2.500 15 TOTAL 106.500 57.315 524 Future Challenges 61 LAND BANK COLOMBIA PERU CHILE We have a valuable land bank that includes land in Chile, Peru and Colombia, which is the base for the company’s future growth. 62 Future Challenges NAME (M2) OWNERSHIP TOTAL COST MM$ Quilicura 2 25,486 100% 3 Buenaventura 94,802 100% 13 Coquimbo 40,000 100% 4 Chicureo 47,614 100% 10 Los Andes 40,000 100% 5 Otros en Chile 58,000 100% 20 TOTAL CHILE 305,902 100% 55 NAME (M2) OWNERSHIP TOTAL COST MM$ Parque El Golf 15,000 70% 37 Lurin 67,000 100% 14 La Molina 10,085 51% 16 Colonial 2,960 51% 2 Landbank IPSA 169,745 50% 19 TOTAL PERU 264,790 64% 88 NAME (M2) % OUNERSHIP TOTAL COST MM$ Barranquilla 56,000 100% 38 Neiva 47,000 100% 11 Valledupar 46,000 55% 17 TOTAL COLOMBIA 149,000 86% 66 TOTAL 719,692 84% 209 CHILE • Our efforts are focused on seeking growth alternatives through development of new assets, expansion of current assets, and diversification of formats. • We will add 1,000 m2 of GLA to the Luxury District of Parque Arauco Kennedy, adding new and exclusive stores, further solidifying our first-rate commercial mix. This new expansion represents an investment of US$ 9 million and will be inaugurated in the first half of 2015. • We will continue developing strip centers in Chile, with an investment of US$ 30 million, adding 14,000 m2 of GLA. PERU • Our efforts will be focused on consolidating our presence in Peru, actively contributing to the modernization of the national retail sector both through geographic diversification of our operations and conceptualization of new shopping center formats. • We will invest US$ 72 million in projects in the company SCP, in association with the group Los Portales, through expansion of existing assets, development of new projects and purchase of third party assets. • We will invest US$ 124 million in the coming years in our association with Grupo Wiese, through the expansion of existing assets and the development of new projects. COLOMBIA • We will continue seeking out new business opportunities based on a proposal of the rental of high-quality commercial spaces, differing from the existing standard of the sale of commercial spaces. This strategy has made us a point of reference in the industry. • We will continue the construction of Parque La Colina in Bogota, which will offer 63,500 m2 of GLA and require an investment of US$ 289 million. With three commercial floors and a complete mix of recognized national and international brands, we expect Parque La Colina to be an iconic shopping center in Colombia. Future Challenges 63 OTHER IMPORTANT INFORMATION 64 Other Important Information Other Important Information 65 COMPANY INFORMATION BUSINESS NAME Parque Arauco S.A. TYPE OF COMPANY Publicly Traded Company STOCK MNEMONIC PARAUCO ADDRESS Cerro Colorado 5240, Torre 1, Piso 15, Las Condes, Santiago TELEPHONE (56 2) 2299 0510 FAX (56 2) 2211 4077 [email protected] WEBSITE www.parauco.com INVESTOR CONTACT Samantha Zerbe (56 2) 2299 0510 I.D. 94.627.000-8 DURATION OF THE COMPANY Indefinite SECURITIES REGISTRATION NUMBER 0403 66 Other Important Information INCORPORATION DOCUMENTS Parque Arauco S.A. (hereinafter also referred to as “Parque Arauco” or “the company”) was incorporated through a public deed on November 30, 1979, granted in the Santiago Notary Office of Andrés Rubio Flores, and was amended by public deed on February 23, 1981 granted in the same Notary Office. Its by-laws were approved by Resolution 363-S on June 22, 1981 by the Superintendency of Securities and Insurance (Superintendencia de Valores y Seguros – SVS). The abstract of the authorization to do business and of the approval of the by-laws was registered under folio 11408 number 6348 of the Commercial Registry at the Santiago Proiperty Registry Office, and published in the Official Gazette No. 31003 on June 30, 1981. The by-laws were subsequently amended on multiple occasions, the latest of these amendments being as follows: public deed dated June 1, 1992, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 20648 number 10800 of the Commercial Registry at the Santiago Property Registry Office, and published in the Official Gazette No. 34308 on July 6, 1992; public deed dated July 20, 1992, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 23842 number 12725 of the Commercial Registry at the Santiago Property Registry Office, and published in the Official Gazette No. 34333 on August 4, 1992; public deed dated April 7, 1994, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 8260 number 6,805 of the Commercial Registry at the Santiago Property Registry Office, and published in the Official Gazette No. 34852 on April 29, 1994; public deed dated October 21, 1994, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 25747 number 20928 of the Commercial Registry at the Santiago Property Registry Office, and published in the Official Gazette No. 35024 on November 24, 1994; public deed dated May 14, 1997, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 12154 number 9722 of the Commercial Registry at the Santiago Property Registry Office, for the year 1997, and published in the Official Gazette No. 35773 on May 24, 1997; public deed dated October 13, 2005, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 38425 number 27337 of the Commercial Registry at the Santiago Property Registry Office, for the year 2005, and published in the Official Gazette No. 38291 on October 20, 2005; public deed dated October, 3 2006, executed at the Public Notary of Andrés Rubio Flores, with an abstract registered under folio 40703 number 28935 of the Commercial Registry at the Santiago Property Registry Office, for the year 2006, and published in the Official Gazette No. 38583 on October 7, 2006; public deed dated May 11, 2007, executed at the Notary Public of Luis Poza Maldonado, with an abstract registered under folio 20217 number 14744 of the Commercial Registry at the Santiago Property Registry Office and published in the Official Gazette No. 38771 on May 25, 2007; public deed dated April 14, 2011, executed at the Notary Public of Raúl Undurraga Laso, with an abstract registered under folio 20660 number 15673 of the Commercial Registry at the Santiago Property Registry Office and published in the Official Gazette No. 39942 on April 21, 2011; public deed dated November 6, 2013, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 56676 number 56768 of the Commercial Registry at the Santiago Property Registry Office and published in the Official Gazette No. 40708 on November 16, 2013; and public deed dated May 7, 2014, executed at the Notary Public of Andrés Rubio Flores, with an abstract registered under folio 34602 No. 21647 of the Commercial Registry at the Santiago Custodian of Real Estate and was published in the Official Gazette No. 40858 on May 16, 2014. COMPANY OWNERSHIP As of December 31, 2014, the company’s capital is divided into 817,747,054 single series, no-par value payment shares. At this date, records show that these are fully subscribed to and paid for by a total of 398 shareholders. 12 main holders NAME NUMBER OF SHARES % OWNERSHIP Inmobiliaria Atlantis SA 212,503,700 25.99% Banco de Chile on behalf of third party non-residents 125,497,066 15.35% Banco Itau on behalf of investors 86,519,239 10.58% Banchile C de B SA 47,283,106 5.78% Santander S A C de B 34,153,456 4.18% Banco Santander on behalf of foreign investors 24,217,965 2.96% Bolsa de comercio de Santiago Bolsa de valores 23,215,333 2.84% Inv Ranco Uno SA 19,457,292 2.38% AFP Provida SA for Pension Fund C 18,419,300 2.25% Inv Las Nieves SA 17,212,247 2.10% Inv Ranco Dos SA 14,888,850 1.82% Larrain Vial SA Corredora de Bolsa 11,492,000 1.41% As of December 31, 2014, the controlling shareholder of Parque Arauco S.A. is Inmobiliaria Atlantis S.A. (ID: 76.089.588-1), holding 25.99% of Parque Arauco S.A.´s shares issued with voting rights. There is no joint-action agreement for the members of the controlling shareholder. At this date, the only shareholders of Inmobiliaria Atlantis S.A. and their respective controlling shareholders are the following: 1. Inversiones Cabildo SpA, holding 66.44% of Inmobiliaria Atlantis S.A., has in turn the following shareholders and majority shareholders totaling 96.54%: a) Inversiones Delfín Uno S.A., holding 1.09% of Inversiones Cabildo SpA, and whose majority shareholder is Isabel Somavía Dittborn, national identity number 3.221.015-5. b) Inversiones Delfín Dos S.A., holding 1.09% of Inversiones Cabildo SpA, and whose majority shareholder is José Said Saffie, national identity number 2.305.902-9. c) Inversiones Delfín Tres S.A., holding 37.74% of Inversiones Cabildo SpA, and whose majority shareholder is Salvador Said Somavía, national identity number 6.379.626-3. d) Inversiones Delfín Cuatro S.A., holding 18.87% of Inversiones Cabildo SpA, and whose majority shareholder is Isabel Said Somavía, national identity number 6.379.627-1. e) Inversiones Delfín Cinco S.A., holding 18.87% of Inversiones Cabildo SpA, and whose majority shareholder is Constanza Said Somavía, national identity number 6.379.628-K. f) Inversiones Delfín Seis S.A., holding 18.87% of Inversiones Cabildo SpA, and whose majority shareholder is Loreto Said Somavía, national identity number 6.379.629-8. 2. Sociedad Constructora Jardines del Bosque Limitada, holding 18.06% of Inmobiliaria Atlantis S.A., and whose main partner is Inversiones Orlí Limitada, holding 70.003% of company rights and whose majority shareholders are Orlando Sáenz Rojas, national identity number 3.599.669-9 and Liliana Rica López, national identity number 3.870.985-2. 3. Inversiones Innova S.A., holding 6.15% of Inmobiliaria Atlantis S.A., whose shareholders and majority shareholders are the Eluchans Barreda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 4. Inversiones E.U. S.A. holding 2.62% of Inmobiliaria Atlantis S.A., and whose shareholders are Florencia Eluchans Urenda, national identity number 4.695.623-0; Celia Eluchans Urenda, national identity number 4.727.634-9; Marcela Eluchans Urenda, national identity number 6.065.798-K; Ana María Eluchans Urenda, national identity number 6.374.216-3; Andrea Eluchans Urenda, national identity number 6.374.217-1; María Angélica Eluchans Urenda, national identity number 6.065.725-4; and Edmundo Eluchans Urenda, national identity number 4.721.073-9. 5. Inversiones La Palma S.A., holding 1.66% of Inmobiliaria Atlantis S.A., and whose majority shareholder is José Said Saffie, national identity number 2.305.902-9. Other Important Information 67 6. Inversiones Carma SpA, holding 0.50% of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Aninat family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 11. Inversiones M.A.E.U. S.A., holding 0.51 % of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 7. Inversiones Bravo Eluchans Uno Limitada, holding 0.52% of Inmobiliaria Atlantis S.A., and whose shareholders are the Bravo Eluchans family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 12. Inversiones Ana María Eluchans Urenda E.I.R.L., holding 0.51% of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 8. Inversiones F.E.U. S.A., holding 0.47% of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 13. Inversiones Innova Limitada, holding 0.00001% of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 9. Inversiones C.E.U. S.A., holding 0.51 % of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 14. Sociedad de Inversiones E.B. Limitada, holding 1.51% of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Barreda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. 10. Inversiones A.E.U. S.A., holding 0.54 % of Inmobiliaria Atlantis S.A., and whose shareholders are the Eluchans Urenda family, represented by José Domingo Eluchans Urenda, national identity number 6.474.632-4. ESTRUCTURA ACCIONARIA 2.6% 6.2% 1.5 %0 Investment Funds .2% Controlling Group 6.1% Brokers 7% 8. 27.6% SHAREHOLDING STRUCTURE 21.1% 2014 Pension Funds Other Shareholders Said Yarur Family Abumohor Family Mutual Funds Insurance Companies 26.0% 68 Other Important Information DIRECTORS Parque Arauco is a publicly traded company managed by a Board of Directors consisting of nine members. Its members are elected at the Ordinary Shareholders Meeting for a period of three years. The Board of Directors is chaired by the Chairman and also has a Vice Chair, who replaces the Chairman in his absence. The current members of the Board of Directors were elected by the Ordinary Shareholders Meeting held on April 25, 2013. They are listed individually in this document. In the 2014 fiscal year, the Board of Directors did not incur operating costs, except those related to compensation of the members. DIRECTORS COMMITTEE The company has a Directors Committee pursuant to Article 50 bis of the Chilean Corporations Act, Law 18,046. This committee is elected by the Board of Directors and consists of the following members: • Sr. Rafael Aldunate Valdés Tax ID: 5.193.449-0 • Sr. Joaquín Brahm Barril Tax ID: 7.052.386-8 • Sr. Guillermo Said Yarur 3. Proposal of operational expenses for the Committee. 4. Review the Company’s audit plans with external auditors. 5. Consider information supplied by external auditors and instruct Management to coordinate actions and oversight necessary to implement the recommendations within set deadlines and as specified. 6. Review the remuneration systems and compensation plans for managers, core executives and other employees at the Company. Tax ID: 6.191.544-3 7. Additional functions during the 2014 fiscal year were to: The Committee has prepared an annual report on its actions, pursuant to Article 50 bis, which is presented below. DIRECTORS COMMITTEE ANNUAL REPORT 1. Introduction • Monitor the Company’s corporate governance environment; • Ensure the correct implementation of corporate policies; • Manage the timely handling of complaints received through the complaint system; • Oversee the implementation of action plans resulting from internal audit report recommendations; • Monitor the various shopping centers; • Design, implementation, certification and follow-up of Law 20.393. 1.1 Regulation The Directors Committee (hereinafter “the Committee”) was created in 2001 and its commitments and functions are in constant evolution. Its regulations are contained in Article 50 bis of the Chilean Corporations Act and Circular No. 1.526 of the Superintendence of Securities and Insurance. 1.2 Activities and Functions Carried out by the Committee During this period, the Committee carried out its functions based on the current regulatory framework. In general, the Committee’s main activities were related to: 1. Analysis, opinion and approval of Parque Arauco S.A.´s (hereinafter “the Company”) individual and consolidated, quarterly (and in particular end of year) financial statements. 1.3 Composition of the Committee and Attendance at Meetings As of December 31, 2014, the structure of the Committee was the following: • As of December 31, 2014, the Committee consisted of the Directors, Rafael Aldunate (Chairman), Guillermo Said and Joaquín Brahm. • In 2014, the following company staff attended the Committee: Executive Vice Presidente Juan Antonio Álvarez, Corporate Administration and Finance Manager Claudio Chamorro, Accounting and Audit Manager Marco Antonio Henríquez, and lawyers Consuelo Raby and Duncan Grob who acted as secretaries. 2. Proposal of external auditing firms and credit ratings agencies. Other Important Information 69 1.4 Remuneration and Expenses 2.1 Financial Information The Committee incurred the following expenses in 2014: The Committee paid special attention to reviewing the Company’s annual financial statements prior to reporting to the Board of Directors, as well as the quarterly financial statements and other information reported to the market or supervisory bodies during the fiscal year. • Engaging of Deloitte Chile for specific consultations on legal matters in the internal invoicing process. • Visit to Peru and Colombia to review the Company’s assets. 1.5 Meeting Attendance The Committee held monthly meetings in 2014, with no extraordinary meetings taking place in this period. DIRECTOR ASSISTANCE Rafael Aldunate (Chairman) 12/12 Guillermo Said 12/12 Joaquín Brahm 12/12 The Committee has reviewed the quarterly financial statements and annual individual and consolidated balance sheets, has checked their compliance with regulations and applicable accounting principles, and has therefore ensured that these statements reflect the Company’s assets position and variation, the financial position and the results from the fiscal period. The FECUs (Ficha Estadística Codificada Uniforme - Uniform Coded Statistics File) were analyzed and approved in the following meetings: FECU COMMITTEE MEETING As of December 31, 2013 Approved at the Committee meeting on February 27, 2014 As of March 31, 2014 Approved at the Committee meeting on April 24, 2014 As of June 30, 2014 Approved at the Committee meeting on July 31, 2014 As September 30, 2014 Approved at the Committee meeting on October 30, 2014 2. Activities Carried out in the Year This section contains a summary of the activities carried out by the Committee in the 2014 fiscal year, grouping activities to correspond to each of the basic functions. Time dedicated to each function The following chart shows an approximate distribution of time dedicated to each function in the meetings held by the Committee in 2014. TIME DEDICATED TO EACH FUNCTION 2% Review and monitoring of Audit Reports 63% 4% 7% 4% Review and approval of financial statements External auditors 20% TIME DEDICATED TO EACH FUNCTION Diagnosis of Processes 2014 63 % Implementation of the Crime Prevention 70 Other Important Information Compensation for executives 2.2 External Auditors In its meeting on March 27, 2014, the Committee suggested to the Board of Directors that KPMG should be the external auditors to audit the financial statements and to check the Company’s annual balance sheets for the 2014 fiscal year. The Board of Directors submitted this proposal to a vote at the Ordinary Shareholders’ Meeting held on April 22, 2014, and it was unanimously approved. KPMG was also the auditor of the Company’s individual and consolidated financial statements in the 2013 fiscal year. The auditor has provided detailed information on the planning and progress of its work. The Committee has analyzed the corresponding audit reports, assisted by the auditor. The Committee’s meetings and a description of its activities are listed below: DATE DESCRIPTION OF THE MATTERS COVERED 27.03 Proposal and bases for the election of the external auditors. 28.08 KPMG Presentation on: - Audit Plan as of December 31, 2014. - Scope and schedule of 2014 Audit activities for the Chile, Peru and Colombia divisions. - Identification of materials to be considered in the Audit. 27.11 The Internal Control Report issued by the external auditors was reviewed and approved on December 27, 2014, pursuant to the provisions in Circular No. 980 of the Superintendence of Securities and Insurance, following a visit by the auditors who presented on the matter. The Committee was informed that there were no objective reasons to question the independence of the external auditors. 2.3 Internal Auditors Pursuant to its bylaws, the Committee supervises the Company’s internal auditing activities. In exercise of this function, the Committee must: i. Review the annual internal audit work plan; ii. Ensure the independence and efficiency of the internal auditing process; iii. Receive monthly information on its activities; and, iv. Check that the Board of Directors considers the conclusions and recommendations contained in its reports. Audit The Accounting and Internal Audit Manager reported annual planning to the Committee in its meeting on March 27, 2014. Throughout 2014, the Committee has been informed of work performed under the annual plan, and other matters related to this function, in 12 meetings held by the Committee. The matters presented include various reports submitted to the Committee, related to review of processes (in the Divisions, Shared Services and Shopping Centers) and special reviews. The types of audits performed are detailed in the following chart: Main observations from the Internal Control Letter for the 2014 period, none of which constitute significant weaknesses. types of audits Assessment of transversal processes 22% 26% Assessment of Colombia Division and Shopping Centers 22% Assessment of Peru Division and Shopping Centers Assessment of Chile Division and Shopping Centers 4% Additional Reports Diagnostics 17 % 9% Other Important Information 71 Following the work carried out, the Accounting and Internal Audit Manager has conducted a monthly presentation of the opportunities for improvement identified and of their corresponding action plans in the committee meetings. These have been gradually resolved through the year. The matters reviewed mainly referred to shopping centers and operating processes (Engineering and Projects, invoicing, acquisitions, guaranties, suppliers, etc.) of the Country Divisions. In addition, the following activities were carried out with regard to improvements in internal control: • Redefinition of the Company’s current purchase and payment release strategies. • Standardization of processes together with the Processes Department. • Internal control talks given to staff in the Engineering and Projects Department in the Chile Division. 2.4 Compliance Parque Arauco S.A., through its permanent approach to strictly comply with current laws and regulations and maintain high regulatory standards, has implemented the Crime Prevention Plan pursuant to Law 20.393 in order to mitigate possible occurrences of risks identified, and achieving an adequate control environment both for the Company and its employees. The meetings during which the implemented plan was reviewed are listed below: DATE DESCRIPTION OF THE MATTERS COVERED 27.02 - Progress report on certification for Law 20.393 (Crime Prevention Plan). 27.03 - Presentation of the fraud detection plan based on SAP data (SAS99) - Current status of the Crime Prevention Plan 24.04 - Crime Prevention Plan certification process was initiated and carried out by the firm BH Compliance. 29.05 - The Committee unanimously appointed the Corporate Accounting and Audit Manager to take charge of the Crime Prevention Plan, approving its draft, the Crime Prevention Policy and the Internal Regulation on Order, Hygiene and Safety. 28.08 - Certificate was received on August 12, 2014, valid for 2 years with weekly monitoring. On August 12, 2014, Parque Arauco was certified by the firm BH Compliance. Finally, in 2014, the Corporate Accounting and Audit Management updated its Internal Audit Manual to achieve continual improvement in reviewing the Company’s processes, maintaining an emphasis on Internal Control, Risks and Corporate Governance. This is a clear sign of the Company’s maturity in risk management, business process management and its internal auditing functions. The following chart shows the Company’s maturity rating (Institute of Internal Auditors Maturity Model). The Company is currently at an “integrated” level and expects to reach a “managed” level in the coming years: 72 Other Important Information LEVEL 5 Optimized Learning from inside and outside the organization for continual improvement. LEVEL 4 Managed Integrating information through the organization to improve corporate governance and risk management. TARGET LEVEL CURRENT LEVEL LEVEL 3 Integrated Professional IA practices and management uniformly applied. LEVEL 2 Infrastructure Sustainable and repeatable IA practices and procedures. LEVEL 1 Initial Unsustainable, repeatable capacities depends on individual efforts. 3. Conclusions Throughout 2014, the Committee has adequately exercised the responsibilities assigned to it in the by-laws. The Committee has had continuous contact with the Accounting and Internal Audit Manager, the Corporate Administration and Finance Manager and the external auditor. The Committee has been able to validate the quality and transparency of the Company’s regular financial information and the efficacy of its internal control systems. The Committee is satisfied with the work carried out by the internal audit services in performing its mission to supervise compliance, efficacy and efficiency of internal control systems, as well as reliability and quality of the Company’s financial information. The proposed appointment of the external auditor, monitoring of its work, review of its conclusions and assessment of its independence by the Committee have complied with the policies established. The external auditor’s positive conclusions on the Company’s financial statements confirm the quality of the Company’s financial information systems and internal control. Finally, the Committee has complied with the internal processes established to ensure compliance with current regulation, the Company’s internal policies and procedures, and has ensured that the Management responds to the measures proposed, generated through the reviews and analysis conducted. In general, these are related to the alignment on best international practices in terms of corporate governance, the risk management model, fraud detection and documenting of processes. Other Important Information 73 NUMBER OF EMPLOYEES WORKFORCE OF PARQUE ARAUCO PLUS SUBSIDIARIES AS OF 12/31/2014 HEAD OFFICE SUBSIDIARIES TOTAL Managers and Executives 86 21 107 Professionals and Technical Staff 75 77 152 Employees 58 19 77 TOTAL WORKFORCE 219 117 336 MATERIAL FACTS PARQUE ARAUCO´S HISTORY In 2014, the company reported the following material facts to the SVS: • 1979 The company is founded under the name Cocentral Compañía de Centros Comerciales S.A. • March 27 Reported the summon notice for the Ordinary and Extraordinary Shareholders Meeting. • April 22 Reported agreements adopted by the Ordinary and Extraordinary Shareholders’ Meetings, held on the same date. • June 26 Reported an agreement by the Board of Directors to grant certain top executives of the company stock options to subscribe to a total of 12,777,777 company shares. • October 16 Reported the signing of an agreement that established the terms and conditions under which the company’s affiliate Inmuebles Comerciales del Perú S.A.C. will acquire 100 % of the shares issued by Ekimed S.A.C., a company incorporated and existing under the laws of the Republic of Peru. • October 17 Reported the effects of the Tax Reform on the Company. • December 12 Reported the company´s issuance of “K Series” bonds. SUMMARY OF COMMENTS AND PROPOSALS In the 2014 fiscal year, the company’s shareholders did not submit comments or proposals related to progress in company business. Comments and proposals made by the Directors Committee are presented in the Directors Committee Report included in this annual report. • 1982 Opening of Parque Arauco Kennedy, the first regional shopping center in Chile. • 1989 Inauguration of the first food court in a shopping center in Chile. • 1992 The company changes its name to Parque Arauco S.A. • 1993 The regional shopping center Arauco Maipú opens in Chile. • 1994 A partnership is established between Parque Arauco S.A. and Alto Palermo S.A., Argentina´s main shopping mall developer and administrator. • 1995 Initial Public Offering of Parque Arauco S.A. • 1997 Parque Arauco S.A. incorporated into the ownership structure of Inmobiliaria Mall Viña del Mar S.A. • 1997 Inauguration of the first medical center integrated into a shopping center in Chile. • 2003 Opening of the first gastronomic boulevard in Chile. • 2005 Creation of Inmuebles Comerciales del Perú (ICP), subsidiary of Parque Arauco S.A. in Peru. • 2006 Partnership formed with Grupo Wiese in Peru and MegaPlaza Norte in Lima is added to the company´s portfolio of regional shopping malls. • 2007 Creation of Inversiones Colombianas Arauco S.A.S., subsidiary of Parque Arauco S.A. in Colombia. • 2007 Parque Arauco S.A. takes control of Plaza El Roble regional shopping center in Chillán, Chile. 74 Other Important Information • 2007 Inauguration of the first Design District in a shopping center in Chile. Los Portales have joint ownership. • 2008 Initial bond issuance by Parque Arauco S.A. in Chile. • 2012 Launch of Arauco TAG, the first “free flow” system in a shopping center parking lot in Chile. • 2008 Acquisition of the Paseo Arauco Estación regional shopping center in Chile. • 2013 Inauguration of Arauco Quilicura regional shopping center in Chile. • 2008 Inauguration of Arauco Express Pajaritos, the company’s first strip center. • 2013 Acquisition of Lima Outlet Center, the company’s first premium outlet mall in Peru. • 2009 Inauguration of the regional shopping center Arauco San Antonio in Chile. • 2013 Opening of the regional shopping center Parque Caracolí in Bucaramanga, Colombia • 2009 MegaPlaza Express Villa, the company’s first neighborhood shopping center, opens in Peru. • 2013 Inauguration of MegaPlaza Express Chincha neighborhood shopping center in Peru. • 2010 Acquisition of Larcomar, an iconic regional shopping center in Peru located in Lima´s traditional Miraflores district. • 2013 Opening of the MegaPlaza Cañete neighborhood shopping center in Peru. • 2010 Opening of the regional shopping center Parque Arboleda in Pereira, the company’s first shopping center in Colombia, a joint venture between Parque Arauco S.A. and Grupo Bancolombia. • 2010 The regional shopping mall Parque Lambramani is inaugurated in Arequipa, Peru. • 2010 Initial issuance of bonds by Inmuebles Comerciales del Perú, subsidiary of Parque Arauco S.A. in Peru. • 2013 Inauguration of MegaPlaza Barranca neighborhood shopping center in Peru. • 2013 Opening of the first Luxury District in a shopping center in Chile. • 2013 Launch of Arauco Mapps, the first geolocalization application for a shopping center in Latin America. • 2014 Parque Arauco S.A. capital increase. • 2010 Sale of Parque Arauco S.A.’s share of Alto Palermo S.A. • 2014 Second bond issuance by Parque Arauco S.A. in Chile. • 2011 Parque Arauco S.A. capital increase. • 2014 First syndicated loan in Colombia, funds to be used to finance Parque La Colina. • 2012 Second issuance of bonds by Inmuebles Comerciales del Perú, subsidiary of Parque Arauco S.A. • 2012 Creation of the company Arauco Express to manage the strip center format in Chile, in which Parque Arauco S.A. and Aurus Renta Inmobiliaria Fondo de Inversión have joint ownership. • 2012 Acquisition of Buenaventura Premium Outlet in Santiago, Chile. • 2014 Inauguration of Arauco Premium Outlet San Pedro and Arauco Premium Outlet Curauma in Chile. • 2014 Opening of the first strip center in Peru, Víamix Chorrillos. • 2014 Upgrade of Parque Arauco S.A. solvency rating to AA-, its best rating ever. • 2012 Inauguration of the regional shopping mall MegaPlaza Chimbote in Peru. • 2014 Incorporation of Parque Arauco S.A. to the Branding Hall of Fame Chile, a recognition that places the company in the top 40 brands in the country. • 2012 MegaPlaza Express Villa El Salvador neighborhood shopping center opens in Peru. • 2014 Mall Arauco Quilicura becomes the first shopping center in Chile to receive LEED certification. • 2012 Creation of Strip Centers del Perú (SCP) to manage the strip center format in Peru, in which Parque Arauco S.A. and Grupo • 2014 Named “Best Managed Andean Corporate 2014” by LatinFinance. Other Important Information 75 FLOWCHART BOARD OF DIRECTORS DIRECTORS COMMITTEE EXECUTIVE VICE PRESIDENT Legal Corporate Finance & Administration Human Resources Audit & Control Chile Division Colombia Division Peru Division TOP EXECUTIVES ID NUMBER NAME TITLE DATE APPOINTED PROFESSION 7.033.770-3 Juan Antonio Álvarez Avendaño Executive Vice President 01-11-2011 Lawyer 10.585.375-0 Claudio Humberto Chamorro Carrizo Chief Financial Officer 01-02-2013 Business Administration 11.703.205-1 Consuelo Raby Guarda Corporate Legal Affairs 22-11-2010 Lawyer 10.036.478-6 Carolina Andrea Galletti Vernazzani Fuente-Alba Corporate Human Resources Manager 01-08-2012 Business Administration 9.401.560-K Marco Henriquez Espinoza Accounting and Auditing Manager 02-01-2013 Accountant/Auditor 10.662.089-K Eduardo Perez Marchant Corporate Finance Manager 01-06-2013 Business Administration 7.622.704-7 Andrés Torrealba Ruiz Tagle Chief Executive Officer, Chile Division 01-01-2011 Business Administration 13.434.482-2 Felipe Castro Del Rio Commercial Manager, Chile Division 01-10-2012 Business Administration 13.549.346-5 Felipe Javier Ramirez Huerta Real Estate Manager, Chile Division 01-06-2012 Civil Engineer 10.776.747-9 María Francisca Osorio Asenjo Shopping Centers Manager, Chile Division 01-12-2011 Business Administration 0-E (Extranjero) Eduardo Herrera Vasquez Chief Executive Officer, Peru Division 01-11-2008 Industrial Engineer 13.905.640-K Jose Luis Fernandez Aquevueque Finance and Administration Manager, Peru Division 01-01-2013 Civil Industrial Engineer 0-E (Extranjero) Elizabeth Karina Meier Zender Commercial and Marketing Manager, Peru Division 01-08-2003 Communications and Marketing 0-E (Extranjero) Alonso Fernando Gamero Eguiluz Infrastructure and Operations Manager, Peru Division 15-02-2007 Civil Engineer 0-E (Extranjero) Juan Pablo Romero Restrepo Chief Executive Officer, Colombia Division 01-09-2008 Business Administration 0-E (Extranjero) Diego Mauricio Bermudez Farias Finance and Administration Manager, Colombia Division 01-06-2012 Financial EMBA The Directors of Parque Arauco S.A. have no direct ownership of Parque Arauco S.A., except for Guillermo Said Yarur who directly owns 0.04 % of the shares of Parque Arauco S.A. The top executives of Parque Arauco S.A. have no direct ownership in Parque Arauco S.A. 76 Other Important Information TOP EXECUTIVES REMUNERATION Total remuneration received by the company’s top executives in 2014 was CLP 4,291 million. In turn, the total remuneration received by the company’s top executives in 2013 was CLP 3,565 million. INCENTIVE PLANS There is a performance bonus, which is paid based on the company´s annual EBITDA. This is paid to all employees and is differentiated according to the position held in the company. PAYMENTS TO DIRECTORS Summary of Payments to Directors in 2014 DIRECTOR´S COMMITTEE (CLP THOUSANDS) RUT FIXED COMPENSATION (CLP THOUSANDS) 2.305.902-9 57,611 Sr. Guillermo Said Yarur 6.191.544-3 28,806 Sr. Salvador Said Somavía 6.379.626-3 28,806 Sr. Rafael Aldunate Váldes 5.193.449-0 28,806 Sr. René Abumohor Touma 3.065.693-8 28,806 Sr. Joaquín Brahm Barril 7.052.386-8 28,806 Sr. Orlando Saénz Rojas 3.599.669-9 28,806 28,806 José D. Eluchans Urenda 6.474.632-4 28,806 28,806 Sra. Rossana Gaio Cuevas 6.934.528-K 28,806 28,806 DIRECTOR Sr. José Said Saffie TOTAL TOTAL (CLP THOUSANDS) 57,611 18,723 47,529 28,806 18,723 47,529 28,806 18,723 47,529 288,059 56,169 344,228 FIXED COMPENSATION (CLP THOUSANDS) DIRECTOR´S COMMITTEE (CLP THOUSANDS) TOTAL (CLP THOUSANDS) Summary of Payments to Directors in 2013 DIRECTOR RUT Sr. José Said Saffie 2.305.902-9 52,451 Sr. Guillermo Said Yarur 6.191.544-3 26,226 Sr. Salvador Said Somavía 6.379.626-3 26,226 Sr. Rafael Aldunate Valdés 5.193.449-0 26,226 Sr. René Abumohor Touma 3.065.693-8 26,226 Sr. Joaquín Brahm Barril 7.052.386-8 26,226 Sr. Timothy Purcell 14.577.313-K 5,482 5,482 Sr. Orlando Saénz Rojas 3.599.669-9 26,226 26,226 Sr. José D. Eluchans Urenda 6.474.632-4 26,226 26,226 Sra. Rossana Gaio Cuevas 6.934.528-K 20,744 20,744 TOTAL 262,259 52,451 17,935 44,161 26,226 17,935 44,161 26,226 17,935 53,805 44,161 316,064 Other Important Information 77 STOCK OPTIONS At the company’s Extraordinary Shareholders’ Meeting held on April 22, 2010 (the “Meeting”), shareholders agreed to implement a shares purchase program of its own shares (the “Program”) pursuant to Articles 27 to 27C of Law No. 18,046 on Companies, in order to define a compensation plan for employees of the company and its subsidiaries (the “Compensation Plan”). To this end, the Meeting agreed to acquire shares issued by the company representing 2% of the total shares issued, subscribed and paid up for the company, charged against retained earnings as required by the law. This acquisition of shares must be made pursuant to Acquisition of the 27B of Law No. 18,046, that is, it must be carried out in stock exchanges through systems that allow pro rata acquisition of shares received and should these not be sufficient for the percentage to be purchased, the remainder may be purchased in the secondary market. Notwithstanding the foregoing, the Meeting authorized purchase in the secondary market of a representative amount of up to 1% of the company’s share capital within any 12-month period, without needing to apply the pro-rata procedure. The Program duration shall be for 5 years from the date of the Meeting. The Meeting gave the Board of Directors ample powers to freely decide the amount and the occasion when the company’s own shares would be purchased by the company for the Program. Moreover, pursuant to the provisions in Article 27A of Law No. 18046, the Meeting agreed the purchase price of the shares should be determined by the company’s Board of Directors on each occasion. On December 7, 2010, the company purchased 3,250,000 of its own shares through the stock exchange and charged them to its retained earnings, representing 0.53% of all company shares issued, subscribed and paid up. To date, no stock options charged to the Compensation Plan have been exercised. On April 7, 2011, the Extraordinary Shareholders Meeting authorized the sale of 3,250,000 of its own shares, originally intended as an executive compensation plan. To date, these shares have not been sold. In addition, the company’s Board of Directors, in its meeting on June 26, 2014, and pursuant to agreements adopted in Extraordinary Shareholders’ Meetings held on October 23, 2013, resolved to grant the company’s top executives stock options for a total of 12,777,777 company shares. The strike price was set at the equivalent amount in Chilean pesos, legal tender, of 0.0382 UF per share. The stock options can be exercised until June 2016 and subscription of the shares must take place by September 28, 2018. EQUITY EQUITY CH$ THOUSANDS Issued capital Treasury shares The company’s Board of Directors, in its meeting on July 25, 2013, and pursuant to agreements adopted in Extraordinary Shareholders’ Meetings on April 22, 2010 and April 7, 2011, resolved to grant the company’s top executives stock options for a total of 13,250,000 company shares. Part of these stock options will be charged against 3,250,000 shares purchased by the Company on December 7, 2010. The strike price was set at the equivalent amount in Chilean pesos, legal tender, of 0.0536 UF per share. Subscription of the shares must take place by September 7, 2015. The remaining portion of these options shall be granted against the 10,000,000 shares earmarked for this purpose, in accordance with the agreement made at the Extraordinary Shareholders’ Meeting held April 7, 2011. For this case, the strike price was set at the equivalent amount in Chilean pesos, legal tender, of 0.0433 UF per share. The stock options are payable annually from July 2013 until December 2015, with the maximum subscription period ending January 7, 2016. At the time this report was written, no executives have exercised their stock options either entirely or in part. 78 Other Important Information (3,736,839) Accumulated earnings (losses) 309,444,765 Premium on new issued shares 200,964 Other reserves (4,950,870) Minority interest 142,243,819 TOTAL EQUITY 780,127,085 BANKS Banco Estado, Banco de Chile, Banco Santander, BCI, Itau, Banco Security, Banco Internacional and Metlife in Chile; Interbank and BCP in Peru; Bancolombia, Corpbanca, Banco de Bogotá and Davivienda in Colombia. EXTERNAL AUDITORS KPMG During the same Extraordinary Meeting, a capital increase of $110,000,000,000 was approved through the issuance of 100,000,000 registered shares of the same series and without par value. Of this issuance, 10,000,000 shares are earmarked for executive compensation plans. 336,925,246 LEGAL ADVISORS The company’s Corporate Legal Management engages legal services from third parties depending on specific needs. TRADEMARKS AND PATENTS The company has registered Parque Arauco and various other trademarks registered with the Department of Industrial Property, Ministry of Economy. These registrations are valid for ten years, renewable upon expiration. CUSTOMERS The direct customers of Parque Arauco S.A. are the tenants of the leased spaces within the company´s shopping centers. Its indirect customers are the consumers that visit the shopping centers, who are also essential for the company´s business. No single customer represents 10% or more of the company’s total revenues. SUPPLIERS 18. The La Colina project is located in the city of Bogotá, Colombia. It is being constructed on 53,652 m2 of land. Given the characteristics of Parque Arauco S.A.´s business, its main suppliers are utility companies, construction companies, and advertising and marketing firms as well as service companies in general, such as those offering security, maintenance, cleaning, etc.; mass medias such as newspapers, magazines, radio and TV broadcasters, among others. No single supplier individually represents 10% or more of total purchases. 19. MegaPlaza Norte shopping center is located in the city of Lima, Peru. It is built on 138,312 m2 of land. OWNED PROPERTIES 01. Parque Arauco Kennedy shopping center is located in the township of Las Condes in the city of Santiago, Chile. It is built on 86,767 m2 of land. 20. MegaPlaza Express Villa Chorrillos neighborhood center is located in the city of Lima, Peru, in the township of Chorrillos, built on 10,000 m2 of land. 21. MegaPlaza Express Villa El Salvador neighborhood center is located in Villa El Salvador in Lima, Peru, built on 8,600 m2 of land. 22. Parque Lambramani shopping center is located in the township of Cercado de Arequipa, province and department of Arequipa, Peru. It is built on 21,158 m2 of land. 23. MegaPlaza Express Barranca is located in the township and province of Barranca, Peru, on 4,574 m2 of land. 02. Arauco Maipú shopping center is located on 141,413 m2 of land, located in the township of Maipú in the city of Santiago, Chile. 24. MegaPlaza Express Chincha is located in Chincha Alta, Peru, on 28,750 m2 of land. 03. Arauco Chillán shopping center is located in the city of Chillán, Chile; on 6,989 m2 of land. 25. MegaPlaza Cañete is located in San Vicente de Cañete, province of Cañete, Peru, on 30,276 m2 of land. 04. Arauco Express Pajaritos strip center is located in the township of Maipú, city of Santiago, Chile; on 14,429 m2 of land. 26. MegaPlaza Pisco project is located in the city of Pisco, Peru. It is begin built on 52,547 m2 of land. 05. Arauco Express Calama strip center is located in the city of Calama, Chile; on 3,671 m2 of land. 27. VíaMix Chorrillos strip center is located in the city of Lima, Peru. It is built on 3,500 m2 of land.. 06. Arauco Express Colón strip center is located on 1,480 m2 of land in the township of Las Condes, in the city of Santiago, Chile. 28. Arauco Premium Outlet Buenaventura expansion project is located in the township of Quilicura, in the city of Santiago, Chile. The expansion project is built on 25,400 m2 of land. 07. Arauco Express Manuel Montt strip center is located in the township of Providencia, in the city of Santiago, Chile; on 1,646 m2 of land. 8. Arauco Express Irarrázaval strip center is located on 2,444 m2 of land in the township of Ñuñoa, in the city of Santiago, Chile. PROPERTIES WITH LEASING AGREEMENTS 9. Arauco Express Luis Pasteur strip center is located in the township of Vitacura, in the city of Santiago, Chile; on 1,662 m2 of land. 01. Paseo Arauco Estación shopping center is located in the township of Estación Central, in the city of Santiago, Chile. It is built on 238,860 m2 of land. 10. Arauco Express Palmares strip center is located in the city of Viña del Mar, Chile; on 1,627 m2 of land. 02. Arauco Express Las Brujas strip center is located on 7,490 m2 of land in the township of La Reina, in the city of Santiago, Chile. 11. Arauco Express Ossandon strip center is located on 1,413 m2 of land in the township of La Reina, in the city of Santiago, Chile. 12. Arauco Express El Carmen de Huechuraba is located on 2,027 m2 of land in the township of Huechuraba, in the city of Santiago, Chile. 13. Arauco San Antonio shopping center is located in the township and city of San Antonio, Chile; on 8.723 m2 of land. 14. Arauco Quilicura is located in the township of Quilicura, in the city of Santiago, Chile. It is built on 75,024 m2 of land. 15. Arauco Premium Outlet Buenaventura is located in the township of Quilicura, in the city of Santiago, Chile. It is built on 38,272 m2 of land. 16. Parque Arboleda shopping center is in the city of Pereira, Colombia; it is located on 15,429 m2 of land. 17. Parque Caracolí Shopping center is located in the city of Bucaramanga, Colombia; it is located on 23,148 m2 of land. 03. Arauco Express Ciudad Empresarial strip center is located in the township of Huechuraba, city of Santiago, Chile; on 5,454 m2 of land. 04. Arauco Express Recoleta Project is located in the township of Recoleta, Santiago. 6,554 m2 of land. 05. Arauco Premium Outlet Concepción is located in the city of Concepción, Chile. It is built on 35,003 m2 of land. 06. Arauco Premium Outlet Curauma is located in the township of Valparaíso, Chile. It is built on 30,943 m2 of land. 07. Larcomar shopping center is located on 44,675 m2 of land in the city of Lima, Peru, in the township of Miraflores, on a cliff overlooking the Pacific Ocean. 08. MegaPlaza Chimbote shopping center is located in the township of Chimbote, Santa Province, Ancash department, Peru, with approximately 39,000 m2 of land. Other Important Information 79 09. InOutlet Faucett is located in the city of Lima, Peru. It is built on 9,364 m2 of land. 10. Expansion of Arauco Chillán shopping center, located in the city of Chillán, Chile. The expansion is built on 2,500 m2 of land. INSURANCE CHILE MAXIMUM INDEMNITY LIMIT AMOUNT (UF) All Risks Physical Property 27,190,417 Terrorism1 3,500,000 7,500 Glass Civil liability 70,000 2 25,000 Employee Fidelity ᶾ 3 Personal Accidents (customers) 2 Personal Accidents (employees) 2 21,000 45,000 PERU MAXIMUM INDEMNITY LIMIT AMOUNT (USD) All Risks Fire/Multi-Risk 112,783,985 Terrorism 112,783,985 1 2,870,000 Civil liability2 75,000 Employee Fidelity4⁴ Personal Accidents (customers)2 861,000 Personal Accidents (employees)2 1,845,000 COLOMBIA MAXIMUM INDEMNITY LIMIT Combined material damage 141,617,000 Terrorism1 Civil liability AMOUNT (USD) 178,837,975 5 2,870,000 2 Employee Fidelity ᶾ 1,025,000 3 2 861,000 Personal Accidents (employees)2 1,845,000 Personal Accidents (customers) (1) Terrorism: shared limit for Peru, Colombia and Chile (2) Amounts per program, shared for Peru, Colombia and Chile (the indicated limits represent the total combined limit) (3) Shared limit for Colombia and Chile (4) Amount per location (5) Exchange rate USD/COP 2.389,5 FINANCIAL ACTIVITIES The company invests its free cash flow in financial instruments such as reverse repos, mutual funds, investment funds, certificates of deposit, trusts, etc. depending on which is most convenient in terms of the risk-return ratio and liquidity. This is done by rigorously comparing the alternatives available at the time in the capital markets. The financing policy consists of attracting capital market resources to finance projects approved by the 80 Other Important Information Board of Directors, complying with the covenants set forth in outstanding obligations. Financial liabilities mainly consist of bank loans and structured long-term bonds, in order to match the terms between generation of resources and debt servicing. The main financial covenants include the following ratios: • Debt to equity ratio: Liabilities/Equity lower than 1.4; Net Financial Debt/Equity lower than 1.5. • Interest coverage ratio: EBITDA/financial expenses: greater than 2.5. RESEARCH AND DEVELOPMENT A primary goal of the company is to satisfy the needs of our visitors, which means constantly assessing our performance, new market trends, changes in consumer habits and preferences. This is achieved through continuous market analysis of more developed markets, market research, and analyzing our standards and processes. In addition, the increasingly demanding requirements of our customers mean we need to constantly innovate at our shopping centers, continuously renewing our offering, and thus, remaining industry leaders. RISK FACTORS The company could potentially face a number of risk factors, as outlined below. Economic activity Our tenants’ levels of business and sales are linked, among other factors, to economic growth and consumer confidence in each area where we operate. A deterioration in economic activity could adversely affect store sales in our shopping centers and consequently the company’s revenue, given that a percentage of revenue depends on certain tenants’ business. Approximately 84% of Parque Arauco’s rental revenues are fixed while 16% depends on the sales volume of certain stores in our shopping centers. Land Availability The availability of strategically located land, suitable for construction of shopping centers, is essential to future growth. Parque Arauco S.A. now has a large land bank that will be the base of future company growth. The land currently in our possession was purchased for a specific project which will be developed once all the necessary permits are obtained and Parque Arauco´s Board of Directors has approved the project. Other risks Parque Arauco does not hold speculative positions on the derivatives market, any hedges taken are to ensure a certain return. Each country division of the company generally maintains its revenues and operating and financial costs in the local currency. The company is also subject to return risks on investments in Colombia and Peru, subject to economic variables, such as exchange and interest rates, taxes and others. INVESTMENT POLICIES The company has an investment program with a policy aimed at maintaining our leadership in the sector and developing profitable projects, adopting differentiating factors in these activities and maintaining an appropriate level of working capital and debt level according to company cash flows. DIVIDEND POLICY The dividend policy is to distribute at least 30% of net profits each fiscal year. Dividends paid per share during the last eight years: A general deterioration in the economy could also affect the occupancy level of shopping centers. Parque Arauco holds mostly medium- and long-term contracts to ensure a minimum lease period. The company also maintains a solid contractual framework coupled with a solid financial position to deal with a downturn in the economy. Access to Consumer Credit Due to consumer credit restrictions resulting from the current economic environment, store sales could be affected, impacting Parque Arauco S.A.’s variable revenue from tenants. Competition The majority of Parque Arauco S.A.’s direct competitors are associated with large business groups and have access to financing to support their growth. Strong competition could lead to lower leasing fees. One of Parque Arauco S.A.’s advantages over its competitors is its flexibility to diversify its formats. Parque Arauco has extended the concept of a traditional shopping center developer and operator to other non-traditional formats such as outlet malls and strip centers. Thus, Parque Arauco develops traditional formats with the most appropriate anchor store for each location, and also develops non-traditional formats without anchor stores. DATE OF DIVIDEND DISTRIBUTION $ PER SHARE IN CURRENCY AT DATE INDICATED FISCAL YEAR 16 08.05.06 10 2005 17 08.05.07 10 2006 18 06.05.08 9.5 2007 19 12.05.09 9,5 2008 20 05.05.10 29 2009 21 04.05.11 39 2010 22 10.05.12 27 2011 23 10.05.13 27 2012 24 12.05.14 27 2013 DIVIDEND Nº Other Important Information 81 CORPORATE STRUCTURE INMOBILIARIA MALL VIÑA DEL MAR S.A. 33.3% 99.99252% PARQUE ARAUCO S.A. 100% DESARROLLOS INMOBILIARIOS SAN ANTONIO S.A. 51% 0.000009% 99.999991% CENTROS COMERCIALES VECINALES ARAUCO EXPRESS S.A. 0.00748% INTERNACIONAL S.A 51% 99% INVERSIONES PARQUE ARAUCO UNO S.A. 1% 80% CENTRO COMERCIAL ARAUCO EXPRESS CIUDAD EMPRESARIAL S.A. PARQUE ARAUCO NUEVA ARAUCO SpA PLAZA El ROBLE S.A. 0.01% 99.99% 0.002050% 99.997950% INVERSIONES PARQUE ARAUCO DOS S.A. 99.999992% CONSTRUCTORA Y ADMINISTRADORA UNO S.A. 0.000008% 0.01% PARQUE ARAUCO ARGENTINA S.A. INVERSIONES VILLA EL SALVADOR S.A.C. 5% 95% COMERCIAL ARAUCO LTDA. ALTEK TRADING S.A.C. 99.99972% 0.00028% GERENCIA DE CENTROS COMERCIALES S.A.C. TODO ARAUCO S.A. ADMINISTRADORA PANAMERICANA S.A.C. 83% INMOBILIARIA PASEO DE LA ESTACIÓN S.A. 99.99% 99.336150% CORPORACIÓN ANDAMAN S.A.C. 0.663850% PLAZA ESTACIÓN S.A. 98.95% INVERSIONES ARAUCO BARRANQUILLA S.A.S. 1.05% 55% 100% INVERSIONES COLOMBIANAS ARAUCO S.A.S. INVERSIONES ARAUCO ALAMEDA S.A.S. 100% INVERSIONES INMOBILIARIA BUCARAMANGA ARAUCO S.A.S. 82 Other Important Information 100% INMOBILIARIA LA COLINA ARAUCO S.A.S. 49.08% 6% EJE CONSTRUCCIONES S.A.S. 0.0037% 99.9963% 99.99% 0.002% 99.998% FASHION CENTER S.A. 0.03% PARQUE EL GOLF S.A.C. 100% 5% 99.99% 0.01% DEL PERÚ S.A.C. 99.97% INVERSIONES VILNA S.A.C. PARQUE LAMBRAMANI S.A.C. INMUEBLESCOMERCIALES 51% INVERSIONES INMOBILIARIAS EBURNS S.A.C. INMOBILIARIA NUEVA CENTURIA S.A.C. INVERSIONES INMOBILIARIAS PUERTO PIZARRO S.A.C. INMOBILIARIA KOTARE S.A.C. SOCIEDAD DE INVERSIONES Y GESTIÓN SA.C. INVERSIONES BAIRIKI S.A.C. INVERSIONES DIAMANDA S.A.C. INVERSIONES LAMBORE S.A.C. INVERSIONES TERMASIA S.A.C. STRIP CENTERS DEL PERÚ S.A. 45% INMUEBLES PANAMERICANA S.A. INMOBILIARIA CASTELL S.A.C. 50% 67% 99.98% 0.02% 50% 99.98% 99% INMOBILIARIA BOTAFOGO S.A.C. INVERSIONES KANDOO S.A.C. INMOBILIARIA SAN SILVESTRE S.A. INMOBILIARIA COSTA NUEVA S.A.C. INVERSIONES ALAMEDA SUR S.A.C. ADMINISTRADORA CAMINO REAL S.A.C. 0.01% INMOBILIARIA COLOMERA S.A.C. INVERSIONES LENDIPO S.A.C. INMOBILIARIA PISAC S.A.C. Colombiano Peso Argentine Peso Soles Chilean Peso USD Other Important Information 83 STOCK EXCHANGE INFORMATION The company’s shares are traded on the Santiago Stock Exchange, Valparaíso Stock Exchange and the Chilean Electronic Stock Exchange. The average price, number of shares traded and total amount traded for 2014 are shown below on a quarterly basis. In 2014, Parque Arauco S.A. did not trade on the Valparaíso Stock Exchange. N° OF SHARES TRADED TOTAL AMOUNT TRADED ($) AVERAGE PRICE ($) First Quarter 2014 88,317,701 85,226,754,852 965.00 Second Quarter 2014 58,289,751 58,738,226,006 1007.69 Third Quarter 2014 31,417,970 33,877,899,708 1078.30 Fourth Quarter 2014 42,781,279 49,644,421,852 1160.42 N° OF SHARES TRADED TOTAL AMOUNT TRADED ($) AVERAGE PRICE ($) 5,770,229 5,622,284,179 982.40 Second Quarter 2014 2,512,077 2,566,180,376 1,014.13 Third Quarter 2014 466,280 505,595,673 1,084.32 Fourth Quarter 2014 1,226,265 1,415,625,101 1,154.42 First Quarter 2014 84 Other Important Information SANTIAGO STOCK EXCHANGE CHILEAN ELECTRONIC STOCK EXCHANGE SUBSIDIARIES AND AFFILIATES CHILE (CAPITAL AMOUNT EXPRESSED IN THOUSANDS OF CHILEAN PESOS) DIRECT AND INDIRECT OWNERSHIP (%) NAME CAPITAL BUSINESS TYPE BOARD AND SENIOR MANAGEMENT Comercial Arauco Ltda. 100 Construction and lease of commercial space Chairman: Juan Antonio Álvarez General Manager: Andrés Torrealba R. 100.00% Constructora y Administradora Uno S.A 18.064.069 Construction and lease of commercial space Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 100.00% Desarrollos Inmobiliarios San Antonio S.A 685.944 Construction and lease of commercial space Chairman: Felipe Ramirez General Manager: Andrés Torrealba R. 51.00% Inmobiliaria Paseo de la Estación S.A 15.266.108 Construction and lease of commercial space Chairman: Felipe Ramirez General Manager: Andrés Torrealba R. 83.00% Inversiones Parque Arauco Dos S.A 4.918.484 Construction and lease of commercial space Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 100.00% Inversiones Parque Arauco Uno S.A 1.500.480 Construction and lease of commercial space Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 100.00% Plaza El Roble S.A. 22.570.862 Construction and lease of commercial space Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 100.00% Parque Arauco Internacional S.A. USD 450.933.549 Investment company Chairman: Juan Antonio Álvarez General Manager: Claudio Chamorro 100.00% Todo Arauco S.A. 1.654.876 Organization of publicity events and promotions Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 100.00% Inmobiliaria Mall Viña del Mar S.A. 26.102.080 Construction and lease of commercial space Chairman: Sergio Hidalgo Herazo General Manager Sergio Novoa 33.33% Centros Comerciales Vecinales Arauco Express S.A. 24.295.890 Construction and lease of commercial space Chairman: Juan Carlos Délano General Manager: Rodrigo Farías Romero 51.00% Centro Comercial Arauco Express Ciudad Empresarial S.A. 2.067.164 Design, construction, development, operation, management and commercialization of groups of stores or groups of service centers, managed as one unit, either by the company or by third parties Chairman: Andrés Torrealba R. General Manager: Rodrigo Farías Romero 80.00% Nuevo Arauco S.p.A. 2.443 Development, construction and lease of real estate projects N/A 100.00% Plaza Estación S.A. 40.956 Development, construction and lease of real estate projects Chairman: Claudio Chamorro General Manager: Andrés Torrealba R. 83.66% Other Important Information 85 PERU (CAPITAL AMOUNT EXPRESSED IN SOLES) NAME CAPITAL BUSINESS TYPE BOARD AND SENIOR MANAGEMENT DIRECT AND INDIRECT OWNERSHIP (%) Inmuebles Comerciales del Perú S.A.C. (ICP) 840.135.267 Development, construction and lease of real estate projects Directors: César Emilio Rodríguez Larraín Salinas (Chairman), Manuel Fernando Jorge Carlos Velarde Dellepiane, Juan Antonio Álvarez Avendaño, José Domingo Eluchans Urenda, Guillermo Said Yarur, Salvador Cornelio Said Somavia, José Luis Fernández Aqueveque; General Manager: Eduardo Martín Herrera Vásquez; 100.00% Fashion Center S.A. (FC) 44.347.351 Development, construction and lease of real estate projects Directors: Juan Antonio Álvarez Avendaño, José Domingo Eluchans Urenda, Guillermo Said Yarur; General Manager: Luis D´Angelo Macchiavello 100.00% Parque El Golf S.A.C. (PEG) 2.966 Development, construction and lease of real estate projects Directors: Juan Antonio Álvarez Avendaño, José Domingo Eluchans Urenda, Guillermo Said Yarur; General Manager: Eduardo Martín Herrera Vásquez 100.00% Parque Lambramani S.A.C. (PL) 92.328.949 Development, construction and lease of real estate projects Directors: Juan Antonio Álvarez Avendaño, José Domingo Eluchans Urenda, Guillermo Said Yarur; General Manager: Bruno Bedoya Abuid; 100.00% Inversiones Vilna S.A.C. (IV) 16.316.940 Development, construction and lease of real estate projects General Manager: Eduardo Martín Herrera Vásquez 99.99% Strip Centers del Perú S.A. (SCP) 97.781.662 Development, construction and lease of real estate projects Directors: Ernesto Arturo Raffo Paine, Guillermo Juan Velaochaga Raffo, Eduardo Martín Herrera Vásquez, Juan Antonio Álvarez Avendaño; General Manager: Juan Carlos Orrillo Iglesias 51.00% Altek Trading S.A.C. 47.870.000 Development of real estate projects Directors: Marco Aveggio Merello, Gonzalo de la Puente Wiese, Alonso Fernando Gamero Eguiluz, Eduardo Martin Herrera Vasquez, Detlef Wolfgan Mauer, Enrique Manuel Miyasato; General Manager: Percy Luis Vigil Vidal 33.50% Inmobiliaria Colomera S.A.C. 9.453.613 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmuebles Panamericana S.A. 315.981.257 Development of real estate projects Directors: Augusto Felipe Wiese De Osma, Jose Domingo Eluchans Urenda, Gonzalo de la Puente Wiese, Jose Said Saffie, Cesar Emilio Rodriguez Larrain Salinas, Marco Aveggio Merello, Juan Antonio Alvarez Avendaño; General Manager: Percy Luis Vigil Vidal Inversiones Villa el Salvador S.A.C. 37.172.497 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inversiones Alameda Sur S.A.C. 17.527.278 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Administradora Panamericana S.A.C. 5.350 Management, marketing and promotion of shopping malls and all related activities General Manager: Administradora Panamericana S.A.C. 50.00% Gerencia de Centros Comerciales 11.699.651 S.A.C. Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Soc. de Inversiones y Gestión S.A.C. 11.306.984 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Corporación Andaman S.A.C. 400 Editing, publishing, consignment, purchase and sale, distribution, marketing, import and export of all types of written means of communication General Manager: Percy Luis Vigil Vidal 50.00% Inversiones Bairiki S.A.C. 13.254.540 Development of real estate projects General Manager: Fernando Rodriguez Angobaldo 50.00% Inmobiliaria Botafogo S.A.C. 35.672.357 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmobiliaria Costa Nueva S.A.C. 46.882.895 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% 86 Other Important Information 50.00% Inmobiliaria Pisac S.A.C. 50.511.253 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inversiones Lendipo S.A.C. 7.594.892 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmobiliaria Kotare S.A.C. 5.903.296 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inversiones Kandoo S.A.C. 48.321.455 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmobiliaria Eburns S.A.C. 18.131.635 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inversiones Diamanda S.A.C. 14.279.723 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmobiliaria Nueva Centuria S.A.C. 613.058 Development of real estate projects General Manager: Administradora Panamericana S.A.C. 50.00% Inmobiliaria San Silvestre S.A. 19.996.061 Development, construction and lease of real estate projects Directors: Eduardo Martín Herrera Vásquez 50.00% (Chairman), José Luis Fernández Aqueveque, Lidia Karín Torres Tataje, Rodrigo Arróspide Benavides, Pedro José Sevilla Almeida,Eduardo Carlos Castro-Mendivil Braschi; General Manager: Pedro José Sevilla Almeida COLOMBIA (CAPITAL AMOUNT EXPRESSED IN COLOMBIAN PESOS) NAME CAPITAL BUSINESS TYPE BOARD AND SENIOR MANAGEMENT DIRECT AND INDIRECT OWNERSHIP (%) Inversiones Colombianas Arauco S.A. 23.747.951.000 Management of assets, corporate investments, shopping malls, buildings, properties, warehouses, restaurants and activities related to such activities; in addition, the provision of advisory services, whether financial, administrative, commercial, legal, consultancy, accounting or auditing Administrators: Diego Mauricio Bermúdez Farías, Ignacio Morales; Junta Directiva - Miembros Principales: Juan Antonio Álvarez Avendaño, Consuelo Raby, Claudio Chamorro,Eduardo Pérez Marchant; General Manager: Juan Pablo Romero Restrepo 100.00% Inversiones Inmob. Arauco Alameda S.A. 34.628.386.000 Development, construction and lease of real estate projects Administrators: Diego Mauricio Bermúdez Farías, Ignacio Morales; Junta Directiva - Miembros Principales: Juan Antonio Álvarez Avendaño, José Domingo Eluchans Urenda, Guillermo Said Yarur, Mauricio Martínez Agudelo, Jorge Andres Botero Soto; General Manager: Juan Pablo Romero Restrepo 55.00% Inversiones Inmob. Barranquilla Arauco S.A.S. 22.145.296.000 Development, construction and lease of real estate projects Administrators: Diego Mauricio Bermúdez Farías, 100.00% Ignacio Morales; Asamblea de Accionistas: Juan Antonio Álvarez Avendaño, Claudio Chamorro, Duncan Manuel Grob Urzua, Consuelo Raby, Eduardo Pérez Marchant; General Manager:Juan Pablo Romero Restrepo Inmobiliaria La Colina Arauco S.A.S. 39.291.745.000 Development, construction and lease of real estate projects Administrators:Diego Mauricio Bermúdez Farías, Ignacio Morales; General Manager: Juan Pablo Romero Restrepo 100.00% Eje Construcciones S.A.S. 392.156.000 Development, construction and lease of real estate projects Administrators:Diego Mauricio Bermúdez Farías, Ignacio Morales; Junta Directiva - Miembros Principales: Juan Pablo Romero Restrepo, Diego Mauricio Bermúdez Farías, Sergio Aparicio Pradilla, José Farid Merheg Sabbagh, Ricardo Merheg Sabbagh; General Manager: Juan Pablo Romero Restrep 55.00% Inversiones Inmobiliarias Bucaramanga Arauco S.A.S. 9.468.635.000 Development, construction and lease of real estate projects Administrators: Diego Mauricio Bermúdez Farías, Ignacio Morales; General Manager: Juan Pablo Romero Restrepo 100.00% ARGENTINA (Cifra de Capital en Pesos Argentinos) Parque Arauco Argentina S.A. 7.031 Construction and lease of commercial space and other real estate. Currently the company does not conduct business Chairman: Eduardo Pérez Marchant, Vicepresidente: Leonardo F. Fernández, Director: Fabián Cainzos 100.00% Other Important Information 87 88 Other Important Information ANNUAL REPORT SIGNATURE PAGE Pursuant to General Standards No. 30 of the Superintendencia de Valores y Seguros , the undersigned declare acceptance of their responsibility for the veracity of the information contained in this report on December 31, 2014. Sr. José Said Saffie Chairman Sr. Orlando Sáenz Rojas Director Sr. José Domingo Eluchans Urenda Director Sr. Guillermo Said Yarur Director Sr. Joaquín Brahm Barril Director Sr. Salvador Said Somavía Director Sra. Rosanna Gaio Cuevas Director Sr. Rafael Aldunate Valdés Director Sr. René Abumohor Touma Director Sr. Juan Antonio Álvarez Avendaño Executive Vice President Other Important Information 89 CONSOLIDATED FINANCIAL STATEMENTS PARQUE ARAUCO S.A. For the periods ending December 31, 2014 and 2013 Santiago, Chile KPMG Auditores Consultores Ltda. Av. Isidora Goyenechea 3520, Piso 2 Las Condes, Santiago, Chile Telephone Fax www.kpmg.cl +56 (2) 2798 1000 +56 (2) 2798 1001 Independent Auditor’s Report To the Shareholders and Directors of Parque Arauco S.A.: Report on the Consolidated Financial Statements We have performed an audit of the attached financial statements of Parque Arauco S.A. and its subsidiaries that encompass the status of the financial situation on December 31, 2014 and the corresponding comprehensive statements of results, of changes in equity and cash flows for the year ended on that date and the corresponding Notes to the Consolidated Financial Statements. Responsibility of the Management for the Consolidated Financial Statements The Management is responsible for the preparation and fair presentation of these Consolidated Financial Statements according to the accounting standards set forth by the Superintendencia de Valores y Seguros (Superintendence of Securities and Insurance) as described in Note 2.3 of the Consolidated Financial Statements. This responsibility includes the design, implementation and keeping of pertinent internal controls for the preparation and fair presentation of the Consolidated Financial Statements exempt from any significant incorrect representations, either due to fraud or error. Responsibility of the Auditors Our responsibility consists in expressing an opinion regarding these financial statements based on our audit. We have not examined the financial statements for Inmobiliaria Mall Viña del Mar S.A., a jointly held company which appears in the Consolidated Financial Statements under the equity method. It shows total assets of M$51,503,244 on December 31, 2014 and a net income (gain) of M$8,857,765 for the year ended on that date. The financial statements for that company were examined by other auditors whose report was forwarded to us, and our opinion expressed herewith, with regard to the amounts shown for Inmobiliaria Mall Viña del Mar S.A., is based solely on the report issued by those auditors. We performed our audit in compliance with auditing standards generally accepted in Chile. Such standards require we plan and perform our work so as to achieve a reasonable degree of certainty that the financial statements are free from significant incorrect representations. An audit consists of performing procedures to obtain audit evidence on the amounts disclosed in the consolidated financial statements. The selected procedures depend on the judgment of the auditor, including the assessment of risks of significant incorrect representations on the consolidated financial statements be it due to fraud or error. When performing these said risk assessments, the auditor considers the pertinent internal control for the reasonable preparation and presentation of the Consolidated Financial Statements of the entity, with the purpose of designing audit procedures that are appropriate for the circumstances, but not with the purpose of expressing an opinion regarding the effectiveness of the entity’s internal control. Consequently, we do not express any such opinion. An audit also includes assessing the appropriateness of the accounting policies and the reasonability of the significant accounting estimations made by the Management, as well as an assessment of the general presentation of the consolidated financial statements. We consider that the audit evidence we have obtained and the report from the other auditors are sufficient and appropriate to provide grounds for our audit opinion. KPMG Auditores Consultores Ltda. is a Chilean limited liability company and member of the network of independent member firms of KPMG affiliated with KPMG International, a Swiss cooperative. All rights reserved. Opinion on the regulatory accounting basis In our opinion, based on our audit and on the report by other auditors, the above mentioned Consolidated Financial Statements present a fair reflection, in all their significant aspects, of the financial situation of Parque Arauco S.A. and its subsidiaries on December 31, 2014 and of its operating results and cash flow statements for the year ended on that date, as per the instructions and standards for the preparation and presentation of financial information issued by the Superintendencia de Valores y Seguros (SVS) described in Note 2.3 of the Consolidated Financial Statements. Accounting basis As described in Note 2.3 of the Consolidated Financial Statements, by virtue of its attributions, the Superintendencia de Valores y Seguros, on 17 October 2014, issued Directive Release No. 856, instructing auditees to record in the respective financial year under Equity, the differences in assets and liabilities as deferred tax items resulting from the direct effect of the increase in the first category tax rate introduced by Law No. 20.780. This changed the framework for the preparation and presentation of financial information adopted to date, as the previous framework (IFRS) required comprehensive and explicit adoption, without any reserves. On December 31, 2014 and for the financial year ended on that date, the quantification of the change in the accounting framework is also described in Note 14 of the Consolidated Financial Statements. Our opinion has not changed with respect to this matter. Other matters We have previously performed an audit as per the generally accepted auditing standards in Chile, for the Consolidated Financial Statements as of December 31, 2013 of Parque Arauco S.A. and its associated subsidiaries, and in our report dated February, 28 2014 we express our audit opinion without any modifications on the mentioned Consolidated Financial Statements. Cristián Maturana R. Santiago, February 27 2015 KPMG Ltda. CONTENTS Consolidated Statements of Financial Position__________06 Consolidated Statements of Comprehensive Income_____08 Consolidated Statements of Changes in Equity __________10 Consolidated Cash Flow Statements __________________11 Notes to the Consolidated Financial Statements_________12 Rationale 2014______________________________________69 Summary of Financial Statements of Subsidiaries_______92 Parque Arauco S.A. Registration under Securities Register No. 403 Figures expressed in thousands of Chilean Pesos M$ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - General information___________________________ 12 NOTE 2 - Basis of presentation__________________________ 12 NOTE 3 - Significant accounting policies__________________ 17 NOTE 4 - Accounting policies___________________________23 NOTE 5 - Cash and cash equivalents_____________________23 NOTE 6 - Other current non-financial assets______________23 NOTE 7 - Trade and other accounts receivable, and non-current rights receivable__________________24 NOTE 8 - Related parties_______________________________25 NOTE 9 - Current tax assets and liabilities________________27 NOTE 10 - Intangible assets other than capital gains________28 NOTE 11 - Capital gains________________________________29 NOTE 12 - Property, plant and equipment_________________30 NOTE 13 - Investment properties________________________ 31 NOTE 14 - Deferred tax________________________________32 NOTE 15 - Other financial liabilities______________________34 NOTE 16 - Other provisions____________________________ 40 NOTE 17 – Provisions for employee benefits______________ 44 NOTE 18 - Trade and other accounts payable_____________ 44 NOTE 19 - Other non-financial liabilities__________________45 NOTE 20 – Equity_____________________________________45 NOTE 21 - Earnings per share___________________________ 51 NOTE 22 - Ordinary income and costs____________________ 51 NOTE 23 - Employee benefits and expenses_______________52 NOTE 24 - Financial income and expenses________________52 NOTE 25 - Effect of foreign exchange rate variation_________53 NOTE 26 - Depreciation and amortization_________________53 NOTE 27 - Result of indexation units_____________________53 NOTE 28 - Other gains (losses)_________________________54 NOTE 29 - Foreign currency____________________________55 NOTE 30 - Summary of financial statements of main subsidiaries_________________________________58 NOTE 31 - Operational divisions_________________________59 NOTE 32 - Operational leases__________________________ 60 NOTE 33 - Management of financial risks_________________ 61 NOTE 34 – Investments in associates accounted for using the equity method_______________________________63 NOTE 35 - Assets and liabilities held for hedging___________65 NOTE 36 - Fair value measurement______________________67 NOTE 37 – Environment________________________________68 NOTE 38 – Sanctions__________________________________68 NOTE 39 - Post-balance sheet events____________________68 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 NOTE 12.31.2014 M$ 12.31.2013 M$ Cash and cash equivalents 5 110,061,086 68,945,796 Other non-financial assets, current 6 3,213,817 3,148,505 Trade and other accounts receivable, current 7 19,959,586 18,886,264 Accounts receivable from related parties, current 8 6,177,439 4,835,906 Tax assets, current 9 22,324,529 21,291,112 161,736,457 117,107,583 ASSETS Current Assets TOTAL CURRENT ASSETS Other non-financial assets, non-current 6 31,711,183 26,457,899 Rights receivable, non-current 7 326,999 808,364 Accounts receivable from related parties, non-current 8 - 542,191 Investments accounted for using the equity method 34 53,585,634 49,634,386 Intangible assets other than capital gains 10 14,750,880 14,987,965 Capital gains 11 16,383,094 15,629,318 Property, plant and equipment 12 2,836,519 2,724,423 Investment properties 13 1,090,631,422 947,838,880 Deferred tax assets 14 41,795,417 26,224,767 1,252,021,148 1,084,848,193 1,413,757,605 1,201,955,776 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CONSOLIDATED FINANCIAL STATEMENTS Non-current Assets 6 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 NOTE 12.31.2014 M$ 12.31.2013 M$ Other financial liabilities, current 15 52,055,207 35,725,785 Trade and other accounts payable, current 18 28,379,202 24,730,681 8 2,195,857 1,902,251 16 1,603,946 2,329,832 9 6,188,840 5,082,793 Provisions for employee benefits, current 17 3,511,827 2,369,008 Other non-financial liabilities, current 19 1,716,500 3,923,411 95,651,379 76,063,761 LIABILITIES AND EQUITY Current Liabilities Accounts payable to related parties, current Other provisions, current Tax liabilities, current TOTAL CURRENT LIABILITIES Non-current liabilities Other financial liabilities, non-current 15 421,273,192 405,652,105 Deferred tax liabilities 14 106,378,627 75,999,319 Other non-financial liabilities, non-current 19 10,327,322 8,933,603 537,979,141 490,585,027 633,630,520 566,648,788 Issued capital 336,925,246 233,643,412 Treasury stock (3,736,839) (3,736,839) 309,444,765 290,550,081 Share premium 200,964 - Other reserves (4,950,870) (10,112,729) 637,883,266 510,343,925 142,243,819 124,963,063 780,127,085 635,306,988 1,413,757,605 1,201,955,776 TOTAL LIABILITIES, NON-CURRENT TOTAL LIABILITIES Retained earnings (accumulated losses) EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Minority interest TOTAL EQUITY TOTAL LIABILITIES AND NET EQUITY 20 CONSOLIDATED FINANCIAL STATEMENTS Equity 7 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 ACCUMULATED NOTE 01.01.2014 12.31.2014 M$ 01.01.2013 12.31.2013 M$ Revenue from ordinary activities 22 125,886,312 107,318,830 Cost of sales 22 (28,606,149) (22,307,202) 97,280,163 85,011,628 (15,315,325) (13,336,635) GROSS PROFIT Administrative expenses Other income (losses) 28 (1,460,204) (6,393,858) Financial income 24 4,605,580 3,983,554 Financial expenses 24 (25,825,240) (19,150,007) Share of gains (losses) of associates and joint-ventures that are accounted for using the equity method 34 8,750,979 9,663,436 Foreign exchange differences 25 889,035 (279,889) Income (loss) for indexed assets and liabilities 27 (13,095,652) (5,129,628) Gain (loss) from the difference between the previous book value and the fair value of financial assets 13 16,707,834 4,459,032 72,537,170 58,827,633 (11,744,400) (8,811,313) 60,792,770 50,016,320 57,749,400 55,280,589 3,043,370 (5,264,269) 60,792,770 50,016,320 PROFIT (LOSS), BEFORE TAX Income tax 14 NET PROFIT (LOSS) Net profit (loss) attributable to equity holders of the company Net profit (loss) attributable to minority interest NET PROFIT (LOSS) Earnings per share NET PROFIT (LOSS) PER BASIC SHARE 21 73,27 79,03 NET PROFIT (LOSS) PER DILUTED SHARE 21 71,10 77,56 CONSOLIDATED FINANCIAL STATEMENTS Net Profit (Loss), attributable to 8 CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 ACCUMULATED 01.01.2014 12.31.2014 M$ 01.01.2013 12.31.2013 M$ 60,792,770 50,016,320 Gain (loss) from foreign exchange rate variations, before tax 5,595,301 1,004,440 OTHER COMPREHENSIVE INCOME, BEFORE TAX, FOREIGN EXCHANGE RATE VARIATIONS 5,595,301 1,004,440 Gain (loss) from cash flow hedges, before tax (2,749,857) (551,088) OTHER COMPREHENSIVE INCOME, BEFORE TAX, CASH FLOW HEDGES (2,749,857) (551,088) 2,845,444 453,352 Income tax related to cash flow hedges of other comprehensive income 577,470 110,218 INCOME TAX RELATED TO COMPONENTS OF OTHER COMPREHENSIVE INCOME 577,470 110,218 3,422,914 563,570 64,215,684 50,579,890 Comprehensive income attributable to equity holders of the company 61,172,314 55,844,159 Comprehensive income attributable to minority interest 3,043,370 (5,264,269) 64,215,684 50,579,890 NET PROFIT (LOSS) Other comprehensive income, before tax Foreign exchange rate variations Cash flow hedges Other components of other comprehensive income, before tax Other comprehensive income TOTAL COMPREHENSIVE INCOME Comprehensive income attributable to TOTAL COMPREHENSIVE INCOME CONSOLIDATED FINANCIAL STATEMENTS Income tax related to other comprehensive income 9 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 ISSUED CAPITAL M$ SHARE PREMIUM M$ OWN SHARES HELD IN PORTFOLIO M$ FOREIGN EXCHANGE DIFFERENCE RESERVES M$ CASH FLOW HEDGES RESERVES M$ OTHER MISC. RESERVES M$ OTHER RESERVES M$ RETAINED EARNINGS EQUITY ATTRIBUTABLE (ACCUMULATED TO EQUITY HOLDERS LOSSES) OF COMPANY M$ M$ 233,643,412 - (3,736,839) (15,550,284) 110,483 5,327,072 (10,112,729) 290,550,081 Net profit (loss) - - - - - - - Other comprehensive income - - - 5,595,301 (2,172,387) - Comprehensive income - - - - - 103,500,000 200,964 - - - - - (218,166) - 103,281,834 MINORITY INTEREST M$ TOTAL EQUITY M$ 510,343,925 124,963,063 635,306,988 57,749,400 57,749,400 3,043,370 60,792,770 3,422,914 - 3,422,914 - 3,422,914 - - - 61.172.314 3.043.370 64.215.684 - - - - 103,700,964 - 103,700,964 - - - - (22,906,872) (22,906,872) - (22,906,872) - - - 1,738,945 1,738,945 (15,947,844) (14,427,065) 14,237,386 (189,679) 200,964 - 5,595,301 (2,172,387) 1,738,945 5,161,859 18,894,684 127,539,341 17,280,756 144,820,097 336,925,246 200,964 (3,736,839) (9,954,983) (2,061,904) 7,066,017 (4,950,870) 309,444,765 637,883,266 142,243,819 780,127,085 ISSUED CAPITAL M$ SHARE PREMIUM M$ OWN SHARES HELD IN PORTFOLIO M$ FOREIGN EXCHANGE DIFFERENCE RESERVES M$ CASH FLOW HEDGES RESERVES M$ OTHER MISC. RESERVES M$ OTHER RESERVES M$ RETAINED EARNINGS EQUITY ATTRIBUTABLE (ACCUMULATED TO EQUITY HOLDERS LOSSES) OF COMPANY M$ M$ MINORITY INTEREST M$ TOTAL EQUITY M$ 233,643,412 - (3,736,839) (16,554,724) 551,353 7,274,274 (8,729,097) 251,255,091 472,432,567 117,806,488 590,239,055 Net profit (loss) - - - - - - - 55,280,589 55,280,589 (5,264,269) 50,016,320 Other comprehensive income - - - 1,004,440 (440,870) - 563,570 - 563,570 - 563,570 Comprehensive income - - - - - - - - 55,844,159 (5,264,269) 50,579,890 Dividends - - - - - - - (17,352,404) (17,352,404) - (17,352,404) Increase (decrease) from transfers and other changes - - - - - (1,947,202) (1,947,202) 1,366,805 (580,397) 12,420,844 11,840,447 TOTAL CHANGES IN EQUITY - - - 1,004,440 (440,870) (1,947,202) 1,383,632 39,294,990 37,911,358 7,156,575 45,067,933 233,643,412 - (3,736,839) (15,550,284) 110,483 5,327,072 (10,112,729) 290,550,081 510,343,925 124,963,063 635,306,988 12.31.2014 Opening balance 01.01.2014 Comprehensive income Issue of equity Dividends Increase (decrease) from transfers and other changes TOTAL CHANGES IN EQUITY CLOSING BALANCE CURRENT PERIOD 12.31.2014 12.31.2013 Opening balance 01.01.2013 CLOSING BALANCE PREVIOUS PERIOD 12.31.2013 CONSOLIDATED FINANCIAL STATEMENTS Comprehensive income 10 CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013 12.31.2014 M$ 12.31.2013 M$ 187,714,344 158,000,601 (78,680,028) (53,435,311) Payments to and on behalf of employees (13,014,553) (11,207,846) Income tax reimbursed (paid) (3,067,542) (5,507,088) Other inputs (outputs) in cash (11,935,793) (25,621,225) 81,016,428 62,229,131 (4,890,362) (19,471,984) (1,341,535) (637,489) Interests received 3,580,963 4,944,405 Purchases of property, plant and equipment (807,381) (910,576) CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Cash from operating activities Cash from the sale of goods and services Payments Payments to suppliers for goods and services NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net cash flows from (used in) investment activities Cash flow used for acquiring subsidiaries or other businesses Loans to related entities Purchases of intangible assets (2,143,757) (778,120) Proceeds from related entities 542,191 1,259,560 3,864,307 2,487,089 (115,772,550) (127,350,099) (2,184,032) (3,398,232) (119,152,156) (143,855,446) 12.31.2014 M$ 12.31.2013 M$ Proceeds from share issuance 118,656,236 13,708,542 Proceeds from long-term debt 90,798,328 177,874,969 1,203,894 1,344,527 92,002,222 179,219,496 Dividends received Purchases of other long-term assets Other inputs (outputs) in cash NET CASH FLOWS FROM (USED IN) INVESTMENT ACTIVITIES Loans to related entities TOTAL PROCEEDS FROM DEBTS Proceeds from issuance of obligations with the public Loan payments Loan payments to related entities 13,329,456 - (92,598,650) (93,667,004) - (2,912,279) Financial leasing payments (2,921,880) (1,853,610) Dividends paid (25,211,472) (19,498,157) (25,441,700) (20,665,527) (440,061) (4,613,801) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES 77,374,151 49,717,660 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE THE EFFECT OF CHANGES IN EXCHANGE RATE 39,238,423 (31,908,655) 1,876,867 (2,927,838) Interest paid Other inputs (outputs) in cash Effects of variation in the exchange rate on cash and cash equivalents Effects of variation in the exchange rate on cash and cash equivalents Net increase (decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD 41,115,290 (34,836,493) 68,945,796 103,782,289 110,061,086 68,945,796 CONSOLIDATED FINANCIAL STATEMENTS Net cash flows from (used in) financing activities 11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS TO DECEMBER 31, 2014 AND 2013 NOTE 1 GENERAL INFORMATION 1.1 CORPORATE INFORMATION Parque Arauco S.A. (or “the Company”) with ID number 94.627.0008, is a regional holding present in Chile, Peru and Colombia, which operates the shopping centers it owns through its various companies. The company’s main activity is the development of real estate projects and the management of these properties through lease agreements with different commercial operators of retail space. • Statement of Changes in Equity for the periods ended on December 31, 2014 and 2013. • Consolidated Statements of Cash Flow for the periods ended on December 31, 2014 and 2013. 2.3 COMPLIANCE STATEMENT NOTE 2 BASIS FOR PRESENTATION 2.1 CONSOLIDATED FINANCIAL STATEMENTS The information included in these Consolidated Financial Statements is the responsibility of the Board of Directors, who expressly declare that the principles and criteria included in the International Financial Reporting Standards “IFRS” have been fully implemented. In preparing these Consolidated Financial Statements, the Company Management has used certain estimates to quantify some of the assets, liabilities, earnings, expenses and commitments that are registered therein. 2.2 PERIOD COVERED BY THE FINANCIAL STATEMENTS These Consolidated Financial Statements cover the following periods: • Consolidated Statement of Financial Position for the periods ended on December 31, 2014 and 2013. • Consolidated Statements of Comprehensive Income for the periods ended on December 31, 2014 and 2013. These Consolidated Financial Statements accurately reflect the financial position of Parque Arauco S.A. and its subsidiaries on December 31, 2014 and 2013. They were approved by the Board of Directors during a session held on February 27, 2015. These Consolidated Financial Statements are shown in thousands of Chilean Pesos and have been prepared based on the accounting records held by the Parent Company and its subsidiaries. Each entity prepares its own Consolidated Financial Statements following the principles and criteria valid for each country. Therefore, the consolidation process includes the adjustments and reclassifications necessary to ensure the consistency between the principles and criteria in order to comply with the IFRS. The Consolidated Financial Statements at December 31, 2014 and for the financial year ended on that date, have been prepared as per the International Financing Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), and instructions from the Superintendencia de Valores y Seguros de Chile (SVS). On December 31, 2014, the only instruction from the SVS that is not included in the IFRS refers to the specific recording of deferred tax established by Directive Release (“OC”) No. 856 dated October 17, 2014. As of December 31, 2013, the Statement of Financial Position, the Statement of Changes in Net Equity, the Comprehensive Income Statements and Cash Flow Statements have been prepared as per the International Financing Reporting Standards (IFRS). CONSOLIDATED FINANCIAL STATEMENTS The Company’s headquarters are located in the city of Santiago, Chile, at Avenida Presidente Kennedy No. 5413, Las Condes, Santiago. Parque Arauco S.A. is a publicly traded corporation registered in the Securities Register under No. 403, and therefore it is subject to the supervision of the securities authority, Superintendencia de Valores y Seguros de Chile (“SVS”). 12 NOTE 2 BASIS FOR PRESENTATION (CONTINUED) 2.4 ACCOUNTING PRONOUNCEMENTS EFFECTIVE AS OF JANUARY 1, 2014 AND ONWARD: On the date these Consolidated Financial Statements were issued, the IASB issued the following accounting pronouncements, however, their application was not mandatory: STANDARDS, INTERPRETATIONS AND AMENDMENTS MANDATORY IMPLEMENTATION FOR: IFRS 9 Financial Instruments The final version was issued in July 2014. It modifies the classification and measurement of financial assets and introduces a “more prospective” model for expected credit losses for the accounting of impairments and a substantially reformed approach for the accounting of hedging. Annual periods starting on or after January 1, 2018. Early adoption permitted. IFRS 14 Regulatory Deferred Accounts Issued in January 2014, it is a provisional standard intended to improve the comparability of financial information of entities involved in activities with regulated prices. Annual periods starting on or after January 1, 2016. Early adoption permitted. IFRS 15 Income from Contracts with Clients Issued in May 2014, it is a new standard applicable to all contracts with clients, except leases, financial instruments and insurance contracts. The aim of this new standard is to improve the inconsistencies and weaknesses of IAS 18 and provide a new model that will make the comparability of companies from different industries and regions easier. Annual periods starting on or after January 1, 2017. Early adoption permitted. AMENDMENTS IAS 19 Employee Benefits – Employee Contributions Issued in November 2013. This amendment applies to employee contributions or third parties to defined benefit plans. Annual periods starting on or after July 1, 2014 (January 1, 2015). Early adoption permitted. IFRS 11 Joint Arrangements Issued in May 2014. This amendment applies to the acquisition of interest in a joint operation that constitutes a business venture. Annual periods starting on or after January 1, 2016. Early adoption permitted. IAS 16 Property, Plant and Equipment- IAS 38 Intangible Assets Issued in May 2014. In its amendments to IAS 16 and IAS 38 the IASB clarified that the use of the methods based on the revenues to calculate the depreciation of an asset is not adequate because the revenues generated by an activity that includes the use of an asset generally reflect factors different from the economic benefits of the asset. Annual periods starting on or after January 1, 2016. Early adoption permitted. IFRS 10 Consolidated Financial Statements– IAS 28 Investments in Associates and Joint Ventures Issued in September 2014. These amendments tackle an inconsistency recognized in the requirements of IFRS 10 and of IAS 28 in the treatment of the sale or contribution of assets between an investor and associate or joint-ventures. Annual periods starting on or after January 1, 2016. Early adoption permitted. Issued in June 2014. These amendments establish that the accounting of fruit production plants must be equal to Properties, plant and equipment because their operations are similar to manufacturing operations. Annual periods starting on or after January 1, 2016. Early adoption permitted. IAS 27 Separate Financial Statements Issued in August 2014. This amendment restores the option of using the equity method for the accounting of investments in subsidiaries, joint-ventures and associates in separate financial statements. Annual periods starting on or after January 1, 2016. Early adoption permitted. The group is evaluating the impact that the aforementioned regulations will have on the date of their effective application. The Management considers that the remaining Standards, Interpretations and Amendments pending application will not have a significant impact on the Consolidated Financial Statements of Parque Arauco S.A. The regulations, applicable as of January 1, 2014, have been adopted and they have had no material effects. CONSOLIDATED FINANCIAL STATEMENTS IAS 41 Agriculture – IAS 16 Property, Plant and Equipment 13 NOTE 2 BASIS FOR PRESENTATION (CONTINUED) 2.5 BASIS OF MEASUREMENT These Consolidated Financial Statements have been drafted based on the historical cost basis, with the exception of the following items included in the Statement of Financial Position. • Derivative financial instruments are measured at their fair value. • Financial instruments designated at fair value through profit or loss are measured in the same way. • Investment properties and intangible assets are measured at their fair value. • Available-for-sale financial assets are measured at their fair value. the subsidiaries from the date of acquisition, which is the date on which Parque Arauco S.A. gained direct or indirect control. The consolidation of the subsidiaries continues up to the date on which control by the parent company ceases. The amounts and impacts of the transactions carried out between the consolidated companies have been removed and the share of the non-controlling interest in profit or loss and net assets has been recognized and presented separately as Net Gain (Loss) Attributable to Minority Interest in the Consolidated Statement of Financial Position, separate from the Equity account of Parque Arauco S.A. The financial statements of the subsidiaries were prepared on the same date as the Parent Company and uniform accounting policies have been applied, taking into account the specific nature of each line of business. The summary of financial statements of the main subsidiaries are specified in Note 30. 2.6 BASIS FOR CONSOLIDATION The subsidiaries are consolidated by applying the linear method, by grouping similar items of assets, liabilities, equity, income and expenditures of PERCENTAGE SHARE 12.31.2013 COMPANY NAME FUNCTIONAL COUNTRY CURRENCY DIRECT INDIRECT TOTAL TOTAL 76.013.218-7 Inversiones Parque Arauco Uno S.A. Chile Chilean Peso 99.00% 1.00% 100.00% 100.00% 76.018.468-3 Inversiones Parque Arauco Dos S.A. Chile Chilean Peso 99.00% 1.00% 100.00% 100.00% 76.111.950-8 Desarrollos Inmobiliarios San Antonio Chile S.A. Chilean Peso 51.00% 0.00% 51.00% 51.00% 76.187.012-2 Centros Comerciales Vecinales Arauco Express S.A. Chile Chilean Peso 51.00% 0.00% 51.00% 51.00% 76.189.464-1 Nueva Arauco S.p.A. Chile Chilean Peso 100.00% 0.00% 100.00% 100.00% 76.203.146-1 Constructora y Administradora Express S.A. (1) Chile Chilean Peso 0.00% 100.00% 100.00% 100.00% 76.263.221-7 Centro Comercial Arauco Express Ciudad Empresarial S.A.(5) Chile Chilean Peso 0.00% 80.00% 80.00% 80.00% 76.930.350-2 Parque Arauco Colombia S.A.(6) Chile Dollar 0.00% 0.00% 0.00% 100.00% 86.339.000-1 Plaza Estación S.A. Chile Chilean Peso 0.00% 100.00% 100.00% 100.00% 89.276.800-5 Comercial Arauco Ltda. Chile Chilean Peso 95.00% 5.00% 100.00% 100.00% 96.547.010-7 Inmobiliaria Paseo de la Estación S.A. Chile Chilean Peso 83.00% 0.00% 83.00% 83.00% 96.660.610-K Constructora y Administradora Uno S.A. Chile Chilean Peso 100.00% 0.00% 100.00% 100.00% 96.671.020-9 Todo Arauco S.A. Chile Chilean Peso 99.99% 0.00% 99.99% 99.99% 96.734.110-K Plaza El Roble S.A. Chile Chilean Peso 100.00% 0.00% 100.00% 100.00% 96.828.400-2 Parque Arauco Internacional S.A. (4) Chile Dollar 100.00% 0.00% 100.00% 100.00% 30-69117251-8 Parque Arauco Argentina S.A. Argentine Argentina Peso 0.00% 100.00% 100.00% 100.00% 20345681460 Altek Trading S.A.C.(2) Peru Peruvian Nuevo Sol 0.00% 33.50% 33.50% 33.50% 20381471374 Inmobiliaria San Silvestre S.A. (12) Peru Peruvian Nuevo Sol - 50.00% 50.00% 50.00% 20392709518 Inmobiliaria Colomera S.A.C. (7) Peru Peruvian Nuevo Sol - 49.00% 49.00% 49.00% CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 ID. NO. 14 NOTE 2 BASIS FOR PRESENTATION (CONTINUED) 2.5 BASIS OF MEASUREMENT (CONTINUED) ID. NO. COMPANY NAME 20423264617 Inmuebles Panamericana S.A. (3) Peru 20492155501 Inversiones Villa el Salvador S.A.C. Peru 20492911918 Inversiones Alameda Sur S.A.C. Peru 20505590849 Administradora Panamericana S.A.C. Peru 20511910642 Inmuebles Comerciales del Peru S.A.C. Peru 20512076379 Fashion Center S.A. Peru 20513494824 Gerencia de Centros Comerciales S.A.C. Peru 20513549823 Parque El Golf S.A.C. (9) Peru 20513561106 Soc. de Inversiones y Gestión S.A.C. Peru 20514833088 Inmobiliaria Nueva Centuria S.A.C. (11) Peru 20519159253 Corporación Andaman S.A.C. Peru 20523173716 Parque Lambramani S.A.C. (10) Peru 20524082374 Inversiones Bairiki S.A.C. Peru 20524688418 Inversiones Vilna S.A.C. (13) Peru 20538494233 Inmobiliaria Botafogo S.A.C. Peru 20538494748 Inmobiliaria Costa Nueva S.A.C. Peru 20543099881 Inmobiliaria Pisac S.A.C. Peru 20543100138 Inversiones Lendipo S.A.C. Peru 20543346218 Inmobiliaria Kotare S.A.C. Peru 20543349403 Inversiones Kandoo S.A.C. Peru 20550880041 Strip Centers del Peru S.A.C. (8) Peru 900.079.790-5 Eje Construcciones S.A.S. Colombia 900.197.303-7 900.252.139-0 900.309.813-4 Inversiones Colombianas Arauco S.A.S. Inversiones Inmob. Arauco Alameda S.A.S Inversiones Inmob. Barranquilla Arauco S.A.S. Colombia Colombia Colombia Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Peruvian Nuevo Sol Colombian Peso Colombian Peso Colombian Peso Colombian Peso Colombian Peso Colombian Colombia Peso DIRECT 12.31.2014 INDIRECT TOTAL 12.31.2013 TOTAL 0.00% 50.00% 50.00% 50.00% 0.00% 49.50% 49.50% 49.50% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 100.00% 100.00% 100.00% 0.00% 100.00% 100.00% 100.00% 0.00% 50.00% 50.00% 50.00% 0.00% 100.00% 100.00% 100.00% 0.00% 50.00% 50.00% 50.00% - 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 100.00% 100.00% 100.00% 0.00% 50.00% 50.00% 50.00% 0.00% 100.00% 100.00% 99.99% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% 0.00% 50.00% 50.00% 50.00% - 51.00% 51.00% 51.00% 49.00% 6.00% 55.00% 55.00% 0.00% 100.00% 100.00% 100.00% 0.00% 55.00% 55.00% 55.00% 0.00% 100.00% 100.00% 100.00% 900.362.722-7 Inmobiliaria La Colina Arauco S.A.S. Colombia 0.00% 55.00% 55.00% 55.00% 900.460.297-8 Inversiones Inmobiliarias Bucaramanga Arauco S.A.S. 0.00% 55.00% 55.00% 55.00% CONSOLIDATED FINANCIAL STATEMENTS PERCENTAGE SHARE FUNCTIONAL COUNTRY CURRENCY 15 NOTE 2 BASIS FOR PRESENTATION (CONTINUED) 2.5 BASIS OF MEASUREMENT (CONTINUED) (2) The firm Sociedad Inmuebles Panamericana S.A. direct subsidiary of Inmuebles Comerciales del Peru S.A.C. owns 65% of the shareholding capital of Altex Trading S.A.C. Inmuebles Comerciales del Peru therefore consolidated the Financial Statements of this indirect subsidiary. (3) The firm Sociedad Inmuebles Comerciales del Peru S.A.C., subsidiary of Parque Arauco S.A., owns 45% of the shareholding capital of Inmuebles Panamericana S.A. As of December 7, 2006 Inmuebles Comerciales del Peru S.A.C. took over the control of that company through the signing of an agreement between the company and Holding Plaza S.A., which has enabled it to appoint the majority of the Company’s Board of Directors and thus consolidate the Financial Statements of this subsidiary. (4) On August 19, 2014 the minutes of the Extraordinary Shareholders Meeting of Parque Arauco Peru S.A. were recorded in a notary deed by which the change of name to Parque Arauco Internacional S.A. was officially materialized. (5) On January 18, 2013, Centros Comerciales Vecinales Arauco Express S.A., subsidiary of Parque Arauco S.A., purchased 1,824 shares of the firm Centro Comercial Arauco Express Ciudad Empresarial S.A. equivalent to 80% of the property for a total of M$1,825. On January 31, 2013, the Company carried out a capital increase subscribing Centros Comerciales Vecinales Arauco Express S.A., subsidiary of Parque Arauco S.A., for the total amount of M$1,653,729 keeping its percentage share. (6) On June 30, 2014, the minutes of the Extraordinary Shareholders Meeting of Parque Arauco Colombia S.A. were recorded in a notary deed by which it was agreed to approve the merger of that company with Parque Arauco Peru S.A., (now Parque Arauco Internacional S.A.) who took it over, adding the entire assets and liabilities of the former to its equity, having accounting effects as of June 30, 2014. (7) On March 3, 2013, 98% of the shares of the Company Inmobiliaria Colomera S.A.C., assigned to real estate projects in the city of Huaraz, were acquired by capitalizing accounts receivable for S/. 20,000. The remaining 2% is owned by Holding Plaza S.A. e Inmuebles Comerciales del Peru S.A.C. However, the Company controls the latter company as per a shareholders’ agreement (JGA Colomera). Likewise, on May 9, 2013, the Company made a monetary contribution to its subsidiary Inmobiliaria Colomera S.A.C. for the total amount of S/.80,000,000, whereby it owns 99.60% of the shares. The remaining 0.40% is owned by Holding Plaza S.A. and Inmuebles Comerciales del Peru S.A.C. (JGA Colomera). (8) As of May 2013, the company Inmuebles Comerciales del Peru S.A.C., subsidiary of Parque Arauco S.A., consolidated the company Strip Centers del Peru S.A., which was constituted by agreement with the company Los Portales S.A. to develop the Strip Centers business in Peru. The parties agreed to an initial investment of USDM 30,000, and in April 2013 the operation of the business unit Centro Comercial Lima Outlet Center began. Inmuebles Comerciales del Peru S.A.C. holds 51% of the shares representing the capital stock. (9) In November 2013, the subsidiary Inmuebles Comerciales del Peru S.A.C. acquired the remaining 23.6% of the company Parque El Golf S.A.C., whereby the Company currently holds an indirect interest of 100% in that company. (10) In December 2013, the subsidiary Inmuebles Comerciales del Peru S.A.C. acquired the remaining 40% of the company Parque Lambramani S.A.C., whereby currently, the Company indirectly holds 100% of the latter. (11) In August 2013, the subsidiary Inmuebles Comerciales del Peru S.A.C. capitalized S/. 612,000 of accounts receivable owed by its subsidiary Inmobiliaria Nueva Centuria S.A.C., assigned to the La Union project, giving it a 50% interest in the company. Therefore currently, the Company indirectly holds 50% of the latter. (12) On December 27, 2013, the subsidiary Inmuebles Comerciales del Peru S.A.C., acquired the shares of the company Inmobiliaria San Silvestre S.A, assigned to the development of Proyecto El Golf keeping a 50% interest. Therefore currently, the Company indirectly holds 50% of the latter. (13) In March 2014, the subsidiary Inmuebles Comerciales del Peru S.A.C. acquired 400 shares from the company Inversiones Vilna S.A.C., keeping an interest of 100%. Therefore currently, the Company indirectly holds 100% of the latter (14) In November 2013, the subsidiary Inmuebles Comerciales del Peru S.A.C. acquired the remaining 23.6% shares of the company Parque El Golf S.A.C., whereby currently, the Company indirectly holds 100% of the latter. 2.7 JUDGMENTS, ESTIMATES AND SIGNIFICANT ACCOUNTING ASSUMPTIONS Estimates and Assumptions In the preparation of the Consolidated Financial Statements as per IFRS, the Management of Parque Arauco S.A. has carried out estimations based on hypotheses that refer mainly to: Impairment: The Management determines whether non-current assets have been impaired at each reporting closure. This requires an estimate of the value-in-use of cash-generating units to which capital gains are assigned. To calculate the value-in-use, the Management must estimate the expected future cash flows of the cash-generating unit. It must also determine an appropriate discount rate in order to calculate the present value of the mentioned cash flows. CONSOLIDATED FINANCIAL STATEMENTS (1) In December 2014, 100% of the shares of Constructora y Administradora Express S.A. were acquired by Centros Comerciales Vecinales Arauco Express S.A., who took it over, including the total amount of assets and liabilities of the first to its own equity. 16 NOTE 2 BASIS FOR PRESENTATION (CONTINUED) 2.7 JUDGMENTS, ESTIMATES AND SIGNIFICANT ACCOUNTING ASSUMPTIONS (CONTINUED) Deferred tax: Deferred tax is recognized for all unused tax losses, to the extent that there is a probability that there will be taxable net income available for use. Provisions: The Company constitutes provisions when it has an obligation as a result of a past event, if it is likely that it will have to dispose of resources and if in addition its amount can be reliably estimated. In this way, at the closing of each financial year, the Company presents provisions for legal processes, reimbursements and other miscellaneous provisions. Fair value of Investment Properties: The Management determines the fair value of investment properties annually. This requires that the Management carries out an estimate of expected future cash flows from the cash-generating-unit and, additionally, that it determines an appropriate discount rate to calculate the present value of those cash flows (see Note 3.2 ). The estimates and assumptions used by the Company are based on historical experience, changes in the industry and information provided by qualified external sources. However, the final results could differ from the estimates under certain conditions. 2.8 FUNCTIONAL CURRENCY Parque Arauco S.A. has determined that the functional currency is the Chilean Peso, as it is the currency used in the main economic environment in which the Company operates. Each subsidiary within the Company determined its own functional currency and the items included in their financial statements are controlled using that Functional Currency. CURRENCY 12.31.2014 $ 12.31.2013 $ 24,627.10 606.75 207.27 0.26 71.73 23,309.56 524.61 190.15 0.27 83.98 UF Dollar Peruvian Nuevo Sol Colombian Peso Argentine Peso 2.9 PRESENTATION CURRENCY The Consolidated Financial Statements of Parque Arauco S.A. and its subsidiaries are presented in Chilean pesos, in accordance with IAS 21 Effects of Changes in Foreign Exchange Rates. Assets and liabilities of operations outside Chile, capital gains and fair value adjustments that arise from acquisitions are converted into pesos at the exchange rate valid on the date of the balance sheet. Revenues and expenses from foreign operations are converted into pesos at the average exchange rate. 2.10 FOREIGN CURRENCY Foreign Currency Transactions Transactions carried out in a currency different from the Company’s functional currency are considered foreign currency transactions and are accounted for in the Company’s functional currency at the exchange rate prevailing on the date of the transaction. At the closing of each period the balance of monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate of the functional currency to that date. Exchange differences arising from such an assessment are recorded under “Foreign exchange differences” in the Income Statement for the period in which they occur, except for the exchange differences resulting from the valuation of investments in companies (equity of subsidiaries) with a different functional currency, which are recorded in the exchange reserves line under Equity in the Consolidated Financial Statements. Non-monetary assets and liabilities that are valued at fair value in a foreign currency, are converted to the functional currency at the exchange rate on the date when the fair value was determined. The non-monetary items that are valued at historical cost in a foreign currency are not converted. Indexation Units Transactions in indexation units are recorded under the indexation unit for the date on which the transaction complies with the requirements for its initial recognition. At the closing date of each period, assets and liabilities denominated in indexation units are translated at the exchange rate of the adjustment unit and the resulting differences are recorded under Indexation Units in the Income Statement. NOTE 3 SIGNIFICANT ACCOUNTING POLICIES 3.1 FINANCING COSTS Financing costs include all interest paid and accrued, exchange rate or indexation differences and other costs of obligations with banks and financial institutions and obligations with the public. These are recorded as financing costs as incurred, except when these costs are directly attributable to the construction of investment properties, in which case they should be capitalized and included as part of the cost of such assets. 3.2 INVESTMENT PROPERTIES Investment properties include land, buildings, real estate projects underway and other construction projects that are kept for the purpose of being leased or to obtain a betterment in their sale as a consequence of the increases in their respective market prices that could occur in the future (see Note 13 number 2). Investment properties are initially recognized at their acquisition cost, which mainly includes their purchase price and any directly attributable disbursement. After the initial valuation, Parque Arauco S.A. decided to value its investment properties at their fair value, which reflects the prevailing market conditions at the date of the Statement of Financial Position. At the closing date the Management annually calculates the variations in this value, according to the discounted cash flow model. The profits or losses resulting from the variations in the fair value of the investment properties are included in the Income Statement for the year when they take place. CONSOLIDATED FINANCIAL STATEMENTS Useful life of assets: Intangible assets and property, plant and equipment require estimates for the period of useful life and residual value. 17 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 3.2 INVESTMENT PROPERTIES (CONTINUED) The Company has decided to value its real estate projects underway at the cost of the land plus all the disbursements necessary for their development and construction. 6.- The rate of the debt is calculated based on the 30-year treasury bond, the country risk spread and a debt spread based on market conditions. 3.2.2 Investment Plan During the execution-of-works period, the asset is not revalued and only the costs of execution and financial costs are capitalized, provided that the asset qualifies for it and that those costs have accrued before the asset is in operating conditions. When the asset begins operating it is recorded at fair value. Any difference between the fair value of the property at that date and its previous book value is recorded in the Income Statement under Gain (Loss) arising from the difference between the previous book value and the fair value of the assets. Investment properties are derecognized after their disposal or when the investment property is permanently withdrawn from use and no future financial profit is expected as a result of its disposal. Any gain or loss incurred when withdrawing or disposing of an investment property is recorded in the Income Statement for the period when the withdrawal or disposal took place. The transfer of investment properties can only be carried out when there has been a change in use resulting from the start of their development by Parque Arauco S.A. or its subsidiaries, or if development begins with the intention of selling the investment properties. In the case of transferring from Investment properties to Properties, plant and equipment, the cost of the property considered for later accounting purposes is its fair value on the date when the change took place. The fair value measurement of investment properties results from the profit and loss forecasts. The values of income are based on the fixed and variable values of the lease contracts and, on the other hand, the costs are based on the payment agreements and other contracts in force entered into by the Company. 3.2.1 Discount Rate Determination The discount rate is reviewed annually and determined based on the following criteria: 1.- Determination of BETA; Given that the Chilean market is neither large or active enough for a proper determination of BETA, BETA values for construction companies and shopping center management companies in South America have been used. The Company develops an annual detailed investment plan to calculate the maintenance, repair and expansion of each one of the investment properties. This amount is included in the annual budget and approved by the Board of Directors The amounts are transferred to the discounted cash flow as Investment Properties Capex. Maintenance expenses are considered part of the operating expenses for each property, in so far as they allow each property to maintain its flows. 3.2.3 Forecasted Income Statement For the projection of flows of each investment property the official budget previously approved by the directory with its respective EBITDA is used. This EBITDA is used as a starting value for the following year’s discounted cash flow. 3.2.4 Growth Rate of Revenues The growth rate of income depends on each investment property. In Chile its increase is estimated to be between 0% and 6% per annum, while in Peru and Colombia it is estimated to be between 1% and 10 %. Revenue growth rate is directly related to the terms and conditions or life cycle state of the shopping center. This variable is therefore reviewed and approved annually. 3.2.5 Costs Growth Rate In general, costs grow at a slower rate than revenues. This happens because there are fixed costs that do not increase when revenues increase. In addition, this happens because there are operational efficiency policies that make it possible to control the main operational costs. Finally, many costs are not directly indexed to inflation, while revenues are directly indexed to inflation. The growth rates of the costs fluctuate in Chile between -1% and 3 %; while those of Peru and Colombia fluctuate between 0% and 7%. These rates are reviewed and approved annually. 3.- Risk premium; This data is generated locally by the Management based on what has been published annually by market information systems. 4.- Leverage ratio; The ratio of leverage has been set, for the purposes of the model, at 45% - 55%, between debt and equity financing. Considering the level of exposure, the cost of capital is calculated using the CAPM formula. 5.- Tax rate; The applicable tax rate of the period when the flows will be discounted must be added in order to obtain the discount rate before and after taxes. The rate of growth or decrease of the EBITDA is a result of the effects generated by the rate of growth of revenues and costs. For its revenue forecasts, the Company uses the existing long-term contracts. There are fixed and variable components depending on the level of sales of the tenant, the most important being fixed income imitating the risks affecting the revenue forecast. Based on the aforementioned variables, EBITDA is estimated and revenues and costs are forecasted in order to obtain an estimated EBIDTA. Subsequently, asset Capex maintenance, taxes and changes in working capital are discounted, and a perpetual growth rate is applied as of the tenth year. The EBITDA used in the first year always corresponds to that approved by the Board of Directors in its budget. CONSOLIDATED FINANCIAL STATEMENTS 3.2.6 EBITDA Growth Rate 2.- Risk-free rate; This data is updated annually and is based on the risk-free rate of the US 30-year Treasury bond, with the addition of a country risk spread for Chile, Peru and Colombia. 18 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 3.3 INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD Interests in Associates and Joint-ventures in which the Company has a significant influence are recorded following the equity method. The equity method is calculated by recording the Company’s interest in terms of the share it holds of the Associate’s total equity in the Statement of Financial Position, after adjusting the effect, if any, of the transactions carried out with the Company, plus net gains that have been generated through purchase of the corporation. If the resulting amount is negative, the interest is recorded as zero in the Statement of Financial Position, unless there is the commitment by the Company to restore the Company’s financial situation, in which case the corresponding provision is recorded. The dividends received from these companies are recorded by reducing the share value and the results obtained, which correspond to the Company in accordance to its share, are recorded under the item “Share of gains (losses) of associates and joint-ventures that are accounted for using the equity method”. 3.4 MERGERS AND ACQUISITIONS AND CAPITAL GAINS (GOODWILL) Mergers and acquisitions are accounted for using the acquisition method. This involves the recognition of identifiable assets (including intangible assets not previously recognized) and liabilities (including contingent liabilities and excluding future restructuring) of the business acquired measured at fair value. Goodwill corresponds to the excess between the cost of a joint-venture and the interest of the acquiring company in the net fair value of the assets, liabilities and identifiable contingent liabilities of the entities acquired on the date of incorporation. Goodwill is assigned by the Management of Parque Arauco S.A. to the different cash-generating-units (hereinafter CGUs), that expect to be benefitted by the synergies of the merger or acquisition, regardless of other assets or liabilities of the acquired entity that are assigned to those units or groups of units. After the initial recognition, goodwill is not amortized, but it is reviewed annually to determine if there is any impairment, or more frequently if there are any events or changes in circumstances that indicate that the book value could be impaired, as per IFRS 3. If the excess is negative, the amount of goodwill or the gain achieved in the transaction is immediately recognized in the income statement. 3.5 INTANGIBLE ASSETS Correspond to disbursements made for software licenses and other intangibles arising from mergers and acquisitions, such as rights, commercial agreements and brands. Parque Arauco S.A. and its subsidiaries initially value these assets at their purchase cost. The cost of intangible assets purchased in mergers and acquisitions is its fair value on the date of purchase. The gains or losses that could arise when an intangible asset is derecognized is measured as the difference between net income from sales and the asset’s book value and is recorded in the financial statement when the asset is derecognized. The useful life of intangible assets is considered to be either finite or indefinite. 3.5.1 Intangible Assets with a Finite Useful Life: These intangible assets are amortized through the linear method during their estimated useful life. Their impairment is evaluated whenever there are indicators that the intangible assets could be impaired. After their initial recognition they are recorded at cost minus any accrued amortization and any accrued impairment loss. The amortization period and the depreciation method are reviewed at least once at the closing of each financial year. The expected changes in the life or the expected pattern of consumption of future economic benefits attached to the asset are treated as changes in accounting estimates. The amortization charge in each year is recorded in the income statement for that year, unless another accounting standard allows or requires that the amount be included in the cost value of another asset. The useful life for intangible assets corresponds to: RANGE (MONTHS) USEFUL LIFE Useful life of software licenses Useful life of commercial contracts and relations with clients 0 - 36 60 - 300 3.5.2 Intangible assets with an indefinite useful life: These intangible assets are not subject to amortization. Impairment is tested annually, either individually or at the level of the cash-generatingunit. The Company reviews the useful life of its intangible assets with an indefinite useful life on an annual basis to determine if the indefinite life assessment is still sustainable. If it is not, the useful life assessment changes from indefinite to definite on a prospective basis. The brands Mega Plaza, Mall Plaza El Roble and Buenaventura Premium Outlets, identified in their respective merger or acquisition are classified under this category. 3.6 PROPERTIES, PLANT AND EQUIPMENT Properties, plant and equipment are recorded at their purchase price, net of accumulated depreciation and of their possible impairment losses. The Company uses the linear depreciation method, depreciating assets under Properties, plant and equipment from the moment the assets are in condition to be used, spreading the cost of assets on a linear basis throughout the estimated years of useful life. The estimated residual value and amortization periods are reviewed at the close of every financial year. The cost includes those expenditures that are directly attributable to the purchase of the asset. CONSOLIDATED FINANCIAL STATEMENTS Considering that Parque Arauco S.A. has adopted as its policy the application of fair value to its investment properties, the effects of any impairment on these assets form part of the fair value adjustments and are collected in the valuation model for these investment properties. 19 NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 3.6 PROPERTIES, PLANT AND EQUIPMENT (CONTINUED) RANGE (YEARS) USEFUL LIFE Useful life of buildings Useful life of plant and equipment 60 - 80 5 - 10 Useful life of information technology equipment 4-6 Useful life of fixed installations and accessories 7 - 10 Useful life of motor vehicles 5 - 10 3.7 ASSET IMPAIRMENT 3.7.1 Impairment of financial assets To determine the need to make an adjustment due to impairment of financial assets, the following procedure must be carried out: - In the case of receivables of commercial origin, Parque Arauco S.A. and its subsidiaries have defined a policy for recording impairment provisions based on the age of the past-due balance. This is not applied in those cases when a particular issue requires a specific collectability analysis. - In the case of receivables with a financial origin, impairment need is determined through a specific case by case analysis. At the date of these Consolidated Financial Statements there are no significant pastdue financial assets that are not of commercial origin. 3.7.2 Impairment of non-financial assets The Company regularly evaluates if there are any indications that an asset could be impaired. If there are any indications, or when there is an annual requirement of impairment testing for an asset, Parque Arauco S.A. and its subsidiaries perform an estimate of the recoverable amount of the asset. The recoverable amount of an asset is the greater between the fair value of an asset or cash-generating-unit minus the sale cost and its value-in-use, which is determined for an individual asset unless the asset does not generate cash that is clearly independent from the other assets or groups of assets. When an asset’s book value is greater than its recoverable amount, the asset is considered to be impaired. It is recorded under the item Other Profits and Losses, as applicable. 3.8 FINANCIAL INSTRUMENTS 3.8.1 Current financial assets The Company determines the classification of its investments at the moment of initial recognition and reviews it at the closing of each financial year. This classification depends on the purpose for which the investments were acquired, which could be: financial assets designated at fair value through profit or loss; loans and accounts receivable; investments held until maturity and available-for-sale assets. Financial assets are initially recorded at their fair value. In the case of financial instruments that are not held for trading, the initial valuation must also include the transaction costs that are directly attributable to them. The Company classifies its financial assets under the following categories: a) Financial assets designated at fair value through profit or loss This category includes financial assets purchased for trading or sale in the short-term and financial assets that on initial recognition are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sales decisions based on fair value measurements according to risk management policies or investment strategies. During initial recognition, the costs of attributable transactions are recorded in the income statement. Financial assets designated at fair value through profit or loss are valued at their fair value and any changes are recorded in the income statement. b) Investments held until maturity These are non-derivative financial assets or determinable payments and fixed maturities for which the Company has the intention and proven financial capability of holding until their maturity. Financial assets held until maturity are initially recognized at their fair value plus any directly attributable transaction costs. After their initial recognition, the financial assets held until maturity are valued at their amortized cost using the effective interest method minus impairment losses. Any sale or reclassification of a more than significant amount of held-to-maturity investments not close to maturity would result in the classification of all held-to-maturity investments as availablefor-sale and would prevent the Company from classifying investment instruments as held-to-maturity for the current and following two financial years. On December 31, 2014 the Company did not own any held-to- maturity investments. c) Accounts receivable and other loans These are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market. These receivables have been generated by Parque Arauco S.A. and its subsidiaries by providing goods and services directly to a debtor with no intention of trading the receivable. The Company has classified under this category the lease debtors, promissory notes receivable and miscellaneous debtors. CONSOLIDATED FINANCIAL STATEMENTS The cost of an asset built by the entity itself includes the cost of material and direct labor, as well as any other cost directly attributable to the process of preparing the asset for intended use. The costs of dismantling and removing items and restoring the area where they are located are also included. Estimated useful life is shown on the following table: 20 Further to the initial recognition, loans and receivables were valuated at their amortized cost and the accrued income was recorded in the income statement based on their effective interest rate. Amortized cost is understood as the initial cost minus payments or capital amortizations, taking into account potential reductions due to impairment or uncollectability. These are recorded as profit or loss in the period when they are generated. With regard to lease debtors, notes receivables and miscellaneous debtors, an impairment provision is established when there is objective evidence (such as the probability of insolvency or the debtor’s significant financial difficulties) that Parque Arauco S.A. and its subsidiaries will not be able to collect the amounts due under the terms of the contract. The book value of these receivables is reduced through the use of a provision. Impaired debts are considered bad debts when they are valued as unrecoverable. Parque Arauco S.A. and its subsidiaries evaluate at each closing date if a financial asset or group of financial assets is impaired. On December 31, 2014 the Company held no available-for-sale financial assets. Policy for bad-debt provision over past-due debt for Trade Receivables: 3.8.3 Derivative and hedging financial instruments PAST-DUE DAYS 0 to 90 91 to 120 121 to 150 151 to 180 Over 180 % 0% 40% 60% 80% 100% Provisions for bad debt are shown net of collateral put up by clients. Credit policy The Company Parque Arauco S.A. only accepts payments in cash on the due date of all the services it provides and sells, 15 days after invoicing. Any financing requests or payment condition different from the above must be authorized by the Management. Interest rate for Receivables: UF FROM TO TO 90 > 90 0 200 1.06% 1.33% 201 5,000 1.06% 1.33% 5,001 Greater 0.73% 0.91% d) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets designated as available-for-sale and that are not classified under any of the previous three categories. Interest earned or paid on investments is recorded as income or interest expense using the effective interest rate. Earned dividends are recorded in the income statement as dividends received when the right of payment has been established. Following the initial recognition, available-forsale financial assets are measured at fair value and unrealized gains or losses are recorded directly as Other reserves, under Equity. When the investment is disposed of, the cumulative gain or loss previously recorded under Equity is transferred to the Statement of Comprehensive Income. All credits, bank loans and bonds issued to the public are initially recorded at the fair value of the payment received minus the directly attributable transaction costs. Following the initial recognition, credit that accrues interest is measured at amortized cost using the effective interest rate method. Gains or losses are recorded in the income statement when liabilities are derecognized through the amortization process. All derivative financial instruments are initially recorded at fair value on the date when the derivatives contract was signed and they are later re-measured at fair value. Derivatives are recorded as Other Financial Liabilities when the fair value is negative. Any gain or loss resulting from changes in fair value of derivative instruments during the financial year and that do not qualify for hedging accounting is recorded directly in the Consolidated Statement of Comprehensive Income. a) Hedging derivatives Parque Arauco S.A. holds hedging derivatives to cover the risks associated to fluctuations in interest rates and exchange rates. The Company’s aim with regard to the holding of these derivatives is to minimize risks by using the most effective method to eliminate or reduce the impact of these exposures. Derivative instruments are initially recorded at their fair value, which is determined based on market values. The effective portion of the gain or loss of the hedging instrument is directly recorded under Equity until the expected or committed hedged transaction takes place, as is the case when the hedged financial expense is recorded. At that moment it is reclassified to the profit and loss account, while any ineffective portion is immediately recognized in the Statement of Comprehensive Income. 3.9 FAIR VALUE Fair value is defined as the price at which an asset can be exchanged or a liability can be paid between well-informed and interested parties who act willingly. In fair value the expected transaction costs for the signing or disposing of the financial instrument are not considered. In the concept of fair value there is the underlying assumption that the entity is a fully functional company and that there is no intention or need to liquidate the instruments or carry out a transaction under unfavorable conditions. Therefore, fair value is not the amount that an entity would receive or pay in a forced transaction, in an involuntary liquidation or in a sale due to financial difficulties. CONSOLIDATED FINANCIAL STATEMENTS OUTSTANDING 3.8.2 Non-derivative financial liabilities 21 3.10 CASH AND CASH EQUIVALENTS 3.11 OPERATING LEASES Operating leases are those where not all the risks and benefits associated with the ownership of an asset are transferred or substantially accepted. The direct initial costs incurred in the negotiation of an operating lease are added to the book value of the leased asset and recognized during the term of the lease on the same basis as the income generated by the asset. When Parque Arauco S.A. and its subsidiaries act as tenants, the obligation paid or accrued must be recorded as an expense during the period in which it was incurred. The associated financial expenses must be recorded separately. 3.12 REVENUE RECOGNITION Revenues from operations correspond to turnover from minimum lease contracts, percentage-based leases, basic services and others which were provided at the closing of each period. Revenues are recognized on a linear basis to the extent that it is possible to foresee the economic benefits for the Company and when they can be measured in a reliable way. They represent the amounts receivable for goods and services provided minus discounts and tax on sales and services. The following specific recognition criteria must also be fulfilled before recognizing revenues: Revenues from leases: Corresponds to the lease of physical space and the operational lease of investment properties. They are recognized based on the duration of the contract and the agreed prices. Interest income: Income is recognized as interest is accrued (using the effective interest rate method). Dividends: Income is recognized when the Company’s right to receive payment has been established. Deferred income: This item includes lease premiums from tenants that are amortized during the term of the contract, as well as reserve lease invoices issued to tenants. 3.13 INCOME TAX AND DEFERRED TAX Income tax At the closing of each period, the Company has recognized its tax liabilities based on its taxable income, which is determined as per the standards established in the Income Tax Legislation. The tax rates and laws used to calculate the taxable amounts are those enacted at the closing date of the Statement of Financial Position. On 29 September 2014 Law 20.780 was published, which among other points raised the first category income tax rate from 20% to 21%. Deferred tax The effects of deferred tax due to differences between the Statement of Financial Position and the Tax Balance are recorded for all the temporary differences, considering the tax rates that will be valid on the estimated date of reversal. Temporary differences can be taxable temporary differences, which are those that would give rise to higher tax payments in the future. In general they represent the recognition of a deferred tax liability, or deductible temporary differences, which are those that result in a lower tax payment in the future. Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset tax assets against tax liabilities and if the deferred tax is related to the same tax entity and tax authority. In accordance with the provisions of Directive Release N° 856 by the SVS, issued on October 17, 2014, the differences in deferred tax assets and liabilities resulting from the progressive increase in the capital gains tax rate introduced by Law 20.780, dated September 29, 2014, which affect the Company and its subsidiaries, have been recorded directly under Equity (cumulative gain or loss) (see Note 14). 3.14 PROVISIONS The Company holds a payment policy based on actions described in Note 20 iv. 3.15 FINANCIAL INFORMATION BY SEGMENT An operational segment is a component of the Company that participates in business activities that could generate income or incur in expenses, including income and expenses that are related to transactions with other members of the Company. The operating results of an operational segment are regularly reviewed by the Management to adopt decisions regarding the resources that will be assigned to the segment and to evaluate its performance, on which there is discreet financial information available. The segment results that are reported to the CEO and Board of Directors include items that are directly attributable to a segment, as well as those that can be assigned on a reasonable basis. Non-assigned items consist mainly of corporate assets (basically the Company’s headquarters), main office expenses and tax assets and liabilities. 3.16 SHARE CAPITAL REPURCHASES (TREASURY SHARES) When the corporate share capital recognized as equity is repurchased, the buy-back amount, including the directly attributable costs net of any tax effect, is accounted for as a deduction from equity. Repurchased shares are classified as treasury shares and recorded as a deduction from total equity. When treasury shares are sold or subsequently transferred, the amount received is recognized as an increase in equity and the resulting gain or loss from the transaction is transferred to accumulated gain or loss. CONSOLIDATED FINANCIAL STATEMENTS Cash equivalents are considered as short-term investments made as part of the normal cash management strategy and that can be quickly converted into known cash amounts, with an upcoming maturity of three months or less as of the purchase date, and with minimum risk of significant loss of value. As per the above, the Company considers as cash and cash equivalents term deposits, mutual funds and financial instruments purchased under repurchase agreements, among others. 22 3.17 EARNINGS PER SHARE Below is the detail of cash and cash equivalents per currency: 12.31.2014 M$ 12.31.2013 M$ CLP 33,343,128 23,268,624 USD 51,463,883 15,159,348 Peruvian Nuevo Sol 21,969,660 24,844,857 3,284,328 5,672,889 87 78 110,061,086 68,945,796 Colombian Peso 3.18 DIVIDENDS Argentine Peso The dividends policy consists in distributing at least 30% of every financial year’s net profits. To this effect, the Distributable Net Profit excludes the following earnings from the Parent Company’s net income determined for that financial year: a) Unrealized earnings corresponding to changes in the fair value of Investment Properties. The main adjustments to the fair value of Investments Properties correspond to a revaluation based on future cash flows. The valuation of these assets is regulated by accounting standard IAS No. 40 “Investment Properties”. These earnings are returned to Net Profits when the assets are sold or if they are disposed of in another way. TOTAL On December 31, 2014 the Company presented no cash and cash equivalents restrictions. NOTE 6 OTHER NON-FINANCIAL ASSETS On December 31, 2014 and 2013 the details of Other Non-Financial Assets were the following: b) The effects of the deferred taxes derived from adjustments associated to the concepts specified in the above point. NOTE 4 ITEMS ACCOUNTING POLICIES, CHANGES IN ACCOUNTING ESTIMATES The Financial Statements on December 31, 2014 do not show any changes in the accounting policies and estimates with respect to the Financial Statements on December 31, 2013. NOTE 5 CASH AND CASH EQUIVALENTS Below is the detail of cash and cash equivalents as of December 31, 2014 and 2013: 12.31.2014 M$ 12.31.2013 M$ 50,773 57,955 Balance in banks 13,864,509 7,571,106 Current deposits 33,613,770 23,620,176 Other cash and cash equivalents (a) 62,532,034 37,696,559 CASH AND CASH EQUIVALENTS 110,061,086 68,945,796 a) On December 31, 2014 and 2013 the item Other Cash and Cash Equivalents corresponds to mutual funds M$ 62,532,034 and M$ 37,696,559, respectively. NON-CURRENT M$ M$ 12.31.2013 12.31.2014 12.31.2013 Land leases E.F.E (1) 429,272 Down payments projects Chile - - Down payments projects Colombia - - 5,525,374 6,309,344 Down payments projects Peru - Other assets Mall insurance Cash on hand 12.31.2014 CURRENT OTHER NONFINANCIAL ASSETS 406,306 9,443,986 9,345,043 3,615,616 2,074,632 479,251 6,994,648 2,778,706 2,262,948 5,839 - 7,957,347 6,131,559 771,533 - - 3,213,817 3,148,505 31,711,183 26,457,899 (1) On December 31, 2014 the balance of future pre-paid income to the firm Empresa Ferrocarriles del Estado totals UF400,910. This amount is amortized on a linear basis until its maturity in December 2037. CONSOLIDATED FINANCIAL STATEMENTS The Company reports earnings per basic and diluted shares. Earnings per basic share are calculated by dividing earnings attributable to the Company’s ordinary shareholders by the weighted average of ordinary shares in circulation during the financial year, adjusted by the own shares held. Diluted earnings are calculated by adjusting them to the Company’s ordinary shareholders by the weighted average of ordinary shares in circulation during the financial year, adjusted by the own shares held, for all shares that could be potentially diluted. These include convertible notes and share purchase options granted to employees. 23 NOTE 7 COMMERCIAL DEBTORS AND OTHER CURRENT ACCOUNTS RECEIVABLE AND NON-CURRENT RIGHTS RECEIVABLE TRADE ACCOUNTS RECEIVABLE (impairment). Notes receivable are installments through which collateral deposits are paid as previously agreed by a tenant in accordance with valid lease contract clauses, net of the provision for bad debt (impairment). This item includes invoices receivable corresponding to leases of premises and commercial space, maintenance services and other, net of the provision for bad debts (impairment). MISCELLANEOUS RECEIVABLES The Company and its subsidiaries do not hold a securitized portfolio. NOTES RECEIVABLE This item includes other receivables from reimbursable contributions to Chilectra S.A.; Aguas Cordillera S.A.; Aguas Andina S.A. and staff current accounts, net of the provision for bad debt (impairment). This item includes current checks, bills of exchange and promissory notes receivable from tenants, corresponding to payments of invoices for lease and provision of premises and other, net of provision for bad debt On December 31, 2014 and 2013 the details for trade receivables and other current accounts receivables and non-current rights receivable were the following: 12.31.2014 12.31.2013 GROSS PROVISION FOR VALUE BAD DEBTS M$ M$ Trade accounts receivable Notes receivable Miscellaneous receivables TRADE AND OTHER ACCOUNTS RECEIVABLES NET VALUE M$ GROSS PROVISION FOR VALUE BAD DEBTS M$ M$ 19,769,964 (1,541,156) 18,228,808 18,356,124 (1,314,230) 17,041,894 2,143,538 (1,268,232) 875,306 1,437,795 (728,323) 709,472 855,472 - 855,472 1,134,898 - 1,134,898 22,768,974 (2,809,388) 19,959,586 20,928,817 (2,042,553) 18,886,264 12.31.2014 12.31.2013 GROSS PROVISION FOR VALUE BAD DEBTS M$ M$ NON-CURRENT NET VALUE M$ NET VALUE M$ GROSS PROVISION FOR VALUE BAD DEBTS M$ M$ NET VALUE M$ Other accounts receivable 326,999 - 326,999 808,364 - 808,364 RIGHTS RECEIVABLE 326,999 - 326,999 808,364 - 808,364 12.31.2014 Number of clients Trade accounts receivable M$ 12.31.2013 Number of clients Trade accounts receivable M$ OUTSTANDING 31-60 61-90 91-120 121-150 151-180 > 180 TOTAL M$ 2,150 559 270 181 125 105 386 3,776 15,664,073 1,255,045 397,420 240,365 152,943 117,596 1,942,522 19,769,964 OUTSTANDING 31-60 61-90 91-120 121-150 151-180 > 180 TOTAL M$ 2,394 460 264 173 118 122 426 3,957 13,685,488 2,079,126 751,837 390,085 160,165 247,054 1,042,369 18,356,124 On December 31, 2014 and 2013 debt write-offs totaled M$ 208,328 and M$ 871,967, respectively. CONSOLIDATED FINANCIAL STATEMENTS CURRENT 24 NOTE 8 RELATED PARTIES Transactions with other group entities that are related parties will be disclosed in the financial statements of the entity. Transactions between the Company and its subsidiaries include normal operations in terms of their purpose and are carried out under market conditions. These transactions have been eliminated in the consolidation process and are not detailed in this Note. A) ACCOUNTS RECEIVABLE WITH RELATED COMPANIES On December 31, 2014 and 2013, accounts receivable between related parties were as follows: PENDING BALANCE M$ NATURE OF RELATIONSHIP NAME COUNTRY 87.869.700-6 Inmob. Kennedy Vespucio Ltda. Chile CLP 365 days Ord. shares 76.837.210-1 N Y K S.A. Chile CLP 5 years 96.570.360-8 Inversiones Doña Olga Chile CLP 98.863.570-0 Inmobiliaria Mall Viña del Mar S.A. Chile 0-E Inmobiliaria Castell S.A.C. 0-E 12.31.2014 12.31.2013 CURRENT 12.31.2014 12.31.2013 NON-CURRENT 517 418 - - Other related parties - - - 49,637 5 years Other related parties - - - 492,554 CLP 30 days Associates 4,292 4,076 - - Peru PEN 365 days Ord. shares 1,034,395 602,253 - - Inmobiliaria Castell S.A.C. Peru USD 365 days Ord. shares 3,390,215 2,964,420 - - 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru USD 365 days Ord. shares 1,520,571 1,222,706 - - 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru PEN 365 days Ord. shares 56,579 15,450 - - 0-E Inmobiliaria Eburns S.A.C Peru USD 365 days Ord. shares - 6,745 - - 0-E Inmobiliaria Eburns S.A.C Peru PEN 365 days Ord. shares - 6,345 - - 0-E Inmobiliaria Puerto Pizarro S.A.C Peru PEN 365 days Ord. shares 26,628 7,671 - - 0-E Inmobiliaria Puerto Pizarro S.A.C Peru USD 365 days Ord. shares 4,146 - - - 20392709518 Inmobiliaria Colomera S.A.C. Peru PEN 365 days Ord. shares - 5,822 - - 0-E Inversiones Termasia S.A.C Peru PEN 365 days Ord. shares 7,036 - - - 0-E Inversiones Termasia S.A.C Peru USD 365 days Ord. shares 302 - - 0-E Inversiones Lambore S.A.C Peru PEN 365 days Ord. shares 7,031 - - 0-E Inversiones Lambore S.A.C Peru USD 365 days Ord. shares 302 - - 0-E Integramedica Peru S.A.C Peru PEN 30 days Ord. shares 125,425 - - - 6,177,439 4,835,906 - 542,191 TOTAL RELATED COMPANIES - On December 31, 2014 and 2013, the Company did not record impairments from accounts receivable with related parties. This evaluation is carried out at the closing of each financial year through the review of the financial position of the related parties and of the market in which they operate. On December 31, 2014 and 2013, the Company did not hold any received or delivered collateral with related parties. CONSOLIDATED FINANCIAL STATEMENTS ID. NO. TERM OF THE CURRENCY TRANSACTION PENDING BALANCE M$ 25 B) ACCOUNTS PAYABLE WITH RELATED COMPANIES On December 31, 2014 and 2013, accounts payable with related companies were the following: PENDING BALANCE M$ NATURE OF THE RELATIONSHIP 12.31.2014 PENDING BALANCE M$ 12.31.2013 12.31.2014 12.31.2013 ID. NO. NAME COUNTRY TERM OF THE CURRENCY TRANSACTION 0-E Los Portales S.A Peru PEN 365 days Other related parties - 20.344 - - 0-E Holding Plaza S.A Peru PEN 180 days Other related parties 2,195,857 1.881.907 - - 2,195,857 1,902,251 - - CURRENT TOTAL RELATED COMPANIES NON-CURRENT Other Related Parties corresponds to companies that either directly or indirectly are shareholders participating in companies for the development of common projects. C) TRANSACTIONS WITH RELATED PARTIES On December 31, 2014 and 2013, transactions with related parties were the following: 12.31.2013 AMOUNT M$ EFFECT ON INCOME (CHARGE)/ CREDIT AMOUNT M$ EFFECT ON INCOME (CHARGE)/ CREDIT COMPANY ID. NO. NATURE OF THE RELATIONSHIP DESCRIPTION OF THE TRANSACTION Banco BBVA 97.032.000-8 Comm. Direc. Term dep. 203,597,065 - 203,949,908 - Banco BBVA 97.032.000-8 Comm. Direc. Red. term dep. 203,597,065 245,337 193,371,834 1,125,401 Banco BBVA 97.032.000-8 Comm. Direc. Leases 221,470 186,109 152,670 128,294 Banco BBVA 97.032.000-8 Comm. Direc. Services 105,779 88,890 56,179 47,209 Inmobiliaria Mall Viña del Mar S.A 96.863.570-0 Comm. Direc. Leases 43,284 36,373 - - Comercial Café Mokka S.A. 88.665.600-9 Comm. Direc. Leases 139,014 116,818 123,998 104,200 Comercial Café Mokka S.A. 88.665.600-9 Comm. Direc. Purch. products 7,771 (6,530) 8,497 (7,140) Comercial Café Mokka S.A. 88.665.600-9 Comm. Direc. Services 63,259 53,159 62,668 52,662 Comercial Los Andes S.A. 96.632.770-7 Ord. shares Leases 55,188 46,376 52,960 44,504 Comercial Los Andes S.A. 96.632.770-7 Ord. shares Services 25,291 21,253 24,793 20,834 Embotelladora Andina S.A. 91.144.000-8 Comm. Direc. Leases 183,465 154,172 173,125 145,483 Embotelladora Andina S.A. 91.144.000-8 Comm. Direc. Purch. products 5,343 (4,490) 10,192 (8,565) Entretenimientos Cosmic S.A. 96.929.240-8 Comm. Direc. Leases 123,388 103,687 118,217 99,342 Entretenimientos Cosmic S.A. 96.929.240-8 Comm. Direc. Services 85,517 71,863 83,893 70,498 Isapre Cruz Blanca 96.501.450-0 Comm. Direc. Pay suppliers 64,261 (64,261) 59,415 (59,415) Soluciones Integrales S.A. 78.556.290-9 Comm. Direc. Services 11,977 (10,065) 12,046 (10,123) Transactions with related parties are carried out at market prices. CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 26 D) COMPENSATION RECEIVED BY KEY MANAGEMENT STAFF, SPECIFIED BY CATEGORY The total compensation received by the Company’s main executives on December 31, 2014 and 2013 total M$4,291,433 and M$ 3,565,147, respectively. Of these totals, approximately 18% correspond to variable compensation in 2014 and 15% in 2013. During the years ended on December 31, 2014 and 2013, expenditures in severance pay to executives totaled M$39,336 and M$76,243, respectively. Main executives are considered Corporate Managers, Division Managers, Area Managers and Area Deputy Managers and Center Manager. 12.31.2014 M$ 12.31.2013 M$ 4,291,433 3,565,147 759,506 530,804 39,336 76,243 Total compensation paid Variable income paid Severance paid Compensation and allowances for the Board of Directors totaled M$344,228 and M$316,064, respectively on December 31, 2014 and 2013. The Board of Directors on December 31, 2014 consisted of the following members: DIRECTORS: Guillermo Said Yarur José Domingo Eluchans Urenda Orlando Sáenz Rojas Rafael Aldunate Valdés René Abumohor Touma Salvador Said Somavía Rosanna Gaio Cuevas Joaquín Brahm Barril CHAIRMAN OF THE BOARD OF DIRECTORS: EXECUTIVE VICE PRESIDENT: José Said Saffie Juan Antonio Álvarez NOTE 9 CURRENT TAX ASSETS AND LIABILITIES Remaining VAT and tax benefit and GST (Peru) 12.31.2014 M$ 12.31.2013 M$ 19,037,118 14,095,819 117,681 2,576,103 3,169,730 4,619,190 22,324,529 21,291,112 Provisional payments Other tax CURRENT TAX ASSETS The details of Current Tax Liabilities on December 31, 2014 and 2013, were the following: 12.31.2014 M$ 12.31.2013 M$ Income tax payables 3,574,314 1,396,862 Other tax (1) 2,614,526 3,685,931 CURRENT TAX LIABILITIES 6,188,840 5,082,793 (1) Other taxes payable include obligations for tax debt (VAT) and other monthly retentions. CONSOLIDATED FINANCIAL STATEMENTS The details of Current Tax Assets on December 31, 2014 and 2013, were the following: 27 NOTE 10 INTANGIBLE ASSETS OTHER THAN CAPITAL GAINS a) The details of Intangible Assets on December 31, 2014 and 2013, were the following:: GROSS BALANCE M$ ACCUMULATED AMORTIZATION M$ ITEMS NET BALANCE GROSS BALANCE ACCUMULATED AMORTIZATION 12.31.2014 NET BALANCE 12.31.2013 Patents, brands and other rights (1) 6,853,415 (1,202,189) 5,651,226 6,433,157 (1,127,848) 5,305,309 Software programs 3,718,910 (2,054,775) 1,664,135 2,602,831 (1,739,659) 863,172 Other identified intangible assets (2) 14,600,314 (7,164,795) 7,435,519 14,095,937 (5,276,453) 8,819,484 INTANGIBLE ASSETS 25,172,639 (10,421,759) 14,750,880 23,131,925 (8,143,960) 14,987,965 (1) Intangible Assets with an indefinite useful life correspond mainly to brands and on December 31, 2014 their book value totaled M$2,414,768. (2) Corresponds mainly to anchor Contracts, Contracts with Minor Stores and Relationship with Clients, generated by the acquisition of businesses. b) The details of Intangible Assets on December 31, 2014 and 2013, were the following: PURCHASES OTHER IDENTIFIED INTANGIBLE PATENTS, BRANDS ASSETS AND OTHER RIGHTS M$ M$ PATENTS, BRANDS AND OTHER RIGHTS M$ SOFTWARE PROGRAMS M$ 2,432,499 863,172 360,492 243,215 1,252,187 Amortization (1) (156,422) Foreign currency OPENING BALANCE ON 01.01.2014 Additions OTHER IDENTIFIED INTANGIBLE ASSETS 2,872,810 - M$ 14,987,965 698,712 23,404 - - 2,217,518 (425,299) (880,495) - - (1,411,504) (2,873,720) 187.383 17,950 (1,418) 131,616 - 127,559 463,090 - (43,875) 73,816 (83,279) - 9,365 (43,973) 274,176 800,963 (109,385) 71,741 - (1,274,580) (237,085) 2,706,675 1,664,135 251,107 2,944,551 - 7,184,412 14,750,880 SOFTWARE PROGRAMS M$ OTHER IDENTIFIED INTANGIBLE ASSETS TOTAL M$ Other TOTAL CHANGES CLOSING BALANCE ON 12.31.2014 PURCHASES 12.31.2013 OPENING BALANCE ON 01.01.2013 TOTAL M$ SOFTWARE PROGRAMS M$ PATENTS, BRANDS AND OTHER RIGHTS M$ JOINT-VENTURES SOFTWARE OTHER IDENTIFIED PATENTS, BRANDS PROGRAMS INTANGIBLE ASSETS AND OTHER RIGHTS M$ M$ M$ 2,521,003 668,668 135,229 2,936,832 - 9,996,068 16,257,800 15,785 510,587 254,033 - - - 780,405 Amortization (1) (99,950) (339,204) (22,909) (58,054) - (1,683,331) (2,203,448) Foreign currency (11,916) (3,414) (6,192) (5,968) - (5,887) (33,377) 7,577 26,535 331 - - 152,142 186,585 (88,504) 194,504 225,263 (64,022) - (1,537,076) (1,269,835) 2,432,499 863,172 360,492 2,872,810 - 8,458,992 14,987,965 Additions Other TOTAL CHANGES CLOSING BALANCE ON 12.31.2013 (1) Amortization is recorded in the income statement under Administrative expenses. CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 JOINT-VENTURES 28 NOTE 11 CAPITAL GAINS Capital gains (goodwill) were generated through the acquisition of shares of the companies shown in the table below on December 31, 2014 and 2013: 12.31.2014 M$ 12.31.2013 M$ Parque Arauco Peru S.A. 9,098,424 8,395,309 76.930.350-2 Parque Arauco Colombia S.A. 6,443,505 6,392,844 96.863.570-0 Inmob. Mall Viña del Mar S.A. 841,165 841,165 16,383,094 15,629,318 ID. NO. COMPANY 96.828.400-2 TOTALS OPENING BALANCE 01.01.2014 M$ CHANGES IN PERIOD M$ EXCHANGE RATE DIFFERENCES M$ CLOSING BALANCE 12.31.2014 M$ ID. NO. COMPANY 20423264617 Inmuebles Panamericana S.A. 926,038 - 76,218 1,002,256 20511910642 Inmuebles Comerciales del Peru S.A.C. 163,468 - 25,595 189,063 20345681460 Altek Trading S.A.C. 880,801 - 72,494 953,295 20381471374 Inmob. San Silvestre S.A. 1,378,045 - 113,420 1,491,465 20523173716 Parque Lambramani S.A.C. 539,274 - 44,385 583,659 20513549823 Parque El Golf S.A.C. 4,507,683 - 371,003 4,878,686 76.960.350-2 Invers. Inmob. Barraquilla Arauco S.A.S. 6,392,844 - 50,661 6,443,505 96.863.570-0 Inmob. Mall Viña del Mar S.A. 841,165 - - 841,165 15,629,318 - 753,776 16,383,094 OPENING BALANCE 01.01.2013 M$ CHANGES IN PERIOD M$ EXCHANGE RATE DIFFERENCES M$ CLOSING BALANCE 12.31.2013 M$ TOTALS ID. NO. COMPANY 20423264617 Inmuebles Panamericana S.A. 929,252 - (3,214) 926,038 20511910642 Inmuebles Comerciales del Peru S.A.C. 149,586 - 13,882 163,468 20345681460 Altek Trading S.A.C. 1,043,787 (154,165) (8,821) 880,801 20381471374 Inmob. San Silvestre S.A. - 1,264,530 113,515 1,378,045 20523173716 Parque Lambramani S.A.C. - 494,852 44,422 539,274 20513549823 Parque El Golf S.A.C. - 4,136,342 371,341 4,507,683 76.960.350-2 Invers. Inmob. Barraquilla Arauco S.A.S. - 5,826,814 566,030 6,392,844 96.863.570-0 Inmob. Mall Viña del Mar S.A. 841,165 - - 841,165 2,963,790 11,568,373 1,097,155 15,629,318 TOTALS The main capital gains during the period were from increases in shares. CONSOLIDATED FINANCIAL STATEMENTS On December 31, 2014 and 2013 changes in Capital gains were as follows: 29 NOTE 12 PROPERTY, PLANT AND EQUIPMENT The balances for property, plant and equipment on December 31, 2014 and 2013, were the following: GROSS BALANCE M$ ITEMS ACCUMULATED DEPRECIATION M$ NET BALANCE M$ GROSS BALANCE M$ 12.31.2014 Buildings Plant and equipment ACCUMULATED DEPRECIATION M$ NET BALANCE M$ 12.31.2013 274,536 (52,167) 222,369 269,624 (43,724) 225,900 1,199,303 (1,000,261) 199,042 1,199,794 (919,442) 280,352 Information technology equipment 1,125,011 (567,659) 557,352 919,097 (438,421) 480,676 Fixed installations and accessories 1,727,935 (761,943) 965,992 1,454,214 (499,965) 954,249 76,122 (65,030) 11,092 72,577 (51,945) 20,632 Motor vehicles Other properties, plant and equipment PROPERTIES, PLANT AND EQUIPMENT 1,831,337 (950,665) 880,672 1,479,853 (717,239) 762,614 6,234,244 (3,397,725) 2,836,519 5,395,159 (2,670,736) 2,724,423 The following tables show the changes in Properties, plant and equipment on December 31, 2014 and 2013, respectively: OPENING BALANCE (01/01/2014) Additions Withdrawals Depreciation expense (1) Inc. (Dec.) in Foreign Exchange rate Other increases (decreases) TOTAL CHANGES IN PROPERTY, PLANT AND EQUIP. PROPERTIES, PLANT AND EQUIPMENT (12/31/2014) MS OPENING BALANCE (01/01/2013) Additions Depreciation expense (1) Inc. (Dec.) in Foreign Exchange rate Other increases (decreases) TOTAL CHANGES IN PROPERTY, PLANT AND EQUIP. PROPERTIES, PLANT AND EQUIPMENT (12/31/2013) GROSS BALANCE GROSS BALANCE PLANT AND EQUIPMENT ACCUMULATED DEPRECIATION NET BALANCE INFORMATION TECHNOLOGY EQUIPMENT GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE FIXED INSTALLATIONS AND ACCESSORIES GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE GROSS BALANCE MOTOR VEHICLES ACCUMULATED DEPRECIATION NET BALANCE OTHER PROPERTIES, PLANT AND EQUIPMENT GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE TOTAL PROPIEDAD, PLANTA Y EQUIPO 269,624 (43,724) 225,900 1,199,794 (919,442) 280,352 919,097 (438,421) 480,676 1,454,214 (499,965) 954,249 72,577 (51,945) 20,632 1,479,853 (717,239) 762,614 2,724,423 4,912 - (8,227) (216) - (8,227) 4,696 - 1,356 723 (2,570) (82,629) (97) 1,907 1,356 (82,629) 626 (663) 145,140 53,511 7,263 (102,750) (23,323) (3,165) 145,140 (102,750) 30,188 4,098 355,354 (94,541) 14,765 (1,857) 16 (268,400) 6,411 (5) 355,354 (94,525) (268,400) 21,176 (1,862) 3,545 - (10,310) (2,531) (244) (10,310) 1,014 (244) 325,203 (46,891) 67,109 6,063 35,769 (242,766) (27,784) 1,355 325,203 (11,122) (242,766) 39,325 7,418 827,053 (105,647) (715,082) 97,025 8,747 4,912 (8,443) (3,531) (491) (80,819) (81,310) 205,914 (129,238) 76,676 273,721 (261,978) 11,743 3,545 (13,085) (9,540) 351,484 (233,426) 118,058 112,096 274,536 (52,167) 222,369 1,199,303 (1,000,261) 199,042 1,125,011 (567,659) 557,352 1,727,935 (761,943) 965,992 76,122 (65,030) 11,092 1,831,337 (950,665) 880,672 2,836,519 GROSS BALANCE 209,961 59,664 (1) - BUILDINGS ACCUMULATED DEPRECIATION (36,459) (7,265) - NET BALANCE 173,502 59,664 (7,265) (1) - GROSS BALANCE 1,525,170 (325,376) - OTHER PROPERTIES, PLANT AND EQUIPMENT GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE 1,544,626 (850,580) 694,046 131,667 131,667 (173,682) (173,682) (311,276) 307,023 (4,253) 114,836 114,836 TOTAL PROPIEDAD, PLANTA Y EQUIPO 2,448,469 911,547 (578,042) (8,254) (49,297) 59,663 (7,265) 52,398 (325,376) 221,472 (103,904) 5,040 22,064 27,104 392,772 (157,669) 235,103 (5,688) 2,373 (3,315) (64,773) 133,341 68,568 275,954 269,624 (43,724) 225,900 1,199,794 (919,442) 280,352 919,097 (438,421) 480,676 1,454,214 (499,965) 954,249 72,577 (51,945) 20,632 1,479,853 (717,239) 762,614 2,724,423 (1) Total depreciation expenses are recorded in the Income Statement under the item Administrative expenses. PLANT AND EQUIPMENT ACCUMULATED DEPRECIATION NET BALANCE (1,140,914) 384,256 (103,875) (103,875) 325,347 (29) - INFORMATION TECHNOLOGY EQUIPMENT GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE 914,057 (460,485) 453,572 125,330 125,330 (81,544) (81,544) (105,907) 103,608 (2,299) (14,383) (14,383) FIXED INSTALLATIONS AND ACCESSORIES GROSS ACCUMULATED BALANCE DEPRECIATION NET BALANCE 1,061,442 (342,296) 719,146 594,886 594,886 (203,069) (203,069) (46,942) 45,400 (1,542) (155,172) (155,172) GROSS BALANCE 78,265 (11,110) 5,422 MOTOR VEHICLES ACCUMULATED DEPRECIATION NET BALANCE (54,318) 23,947 (8,607) (8,607) 10,980 (130) 5,422 CONSOLIDATED FINANCIAL STATEMENTS MS BUILDINGS ACCUMULATED DEPRECIATION NET BALANCE 30 NOTE 13 INVESTMENT PROPERTIES Investment properties correspond mainly to land, buildings and other constructions held for leasing operations, which are valued according to the descriptions set out in Note 3.2. On December 31, 2014 and 2013, investment properties held for leasing were the following: ITEM Projects under construction Other investment properties TOTAL INVESTMENT PROPERTIES 12.31.2014 M$ 92,351,912 998,279,510 1,090,631,422 12.31.2013 M$ 174,996,149 772,842,731 947,838,880 On December 31, 2014 and 2013 changes in investment properties were the following: CHANGES IN INVESTMENT PROPERTIES OPENING BALANCE Additions (1) Withdrawals, Investment properties Divestments through disposal of businesses (2) Gain (Loss) due to Fair Value Adjustments Increase (Decrease) in Foreign Exchange Rate Other Increase (Decrease) in Fair Value Model TOTAL CHANGES CLOSING BALANCE 12.31.2014 M$ 947,838,880 116,875,677 (105,999) 16,707,834 11,049,733 (1,734,703) 142,792,542 12.31.2013 M$ 814,292,402 134,515,717 (4,367,676) 4,459,032 (1,060,595) 133,546,478 1,090,631,422 947,838,880 12.31.2014 OPENING BALANCE Additions Withdrawals Transfers from Projects under construction to Other IP Gain (Loss) due to Fair Value Adjustments Increase (Decrease) in Foreign Exchange Rate Other Increase (Decrease) in Fair Value Model TOTAL CHANGES CLOSING BALANCE 12.31.2013 Additions Divestments through disposal of businesses Gain (Loss) due to Fair Value Adjustments Increase (Decrease) in Foreign Exchange Rate TOTAL CHANGES CLOSING BALANCE PROJECTS UNDER CONSTRUCTION 174,996,149 58,362,670 (140,254,046) (270,176) (482,685) (82,644,237) OTHER INVESTMENT PROPERTIES 772,842,731 58,513,007 (105,999) 140,254,046 16,707,834 11,319,909 (1,252,018) 225,436,779 TOTALS M$ 947,838,880 116,875,677 (105,999) 16,707,834 11,049,733 (1,734,703) 142,792,542 92,351,912 998,279,510 1,090,631,422 PROJECTS UNDER CONSTRUCTION 39,572,763 (3,632,613) (403,883) 35,536,267 OTHER INVESTMENT PROPERTIES 94,942,954 (735,063) 4,459,032 (656,712) 98,010,211 TOTALS M$ 134,515,717 (4,367,676) 4,459,032 (1,060,595) 133,546,478 174,996,149 772,842,731 947,838,880 Investment properties are presented at their fair value, which has been determined based on valuations carried out by the Management. (1) On December 31, 2014, the main additions carried out in Chile totaled M$51,695,795; in Peru additions totaled M$35,861,195and in Colombia they totaled M$29,318,687 During 2013 the main additions carried out in Colombia total M$27,957,642; in Peru additions totaled M$57,304,448 and in Chile they totaled M$49,253,627. (2) On December 31, 2013 change corresponds mainly to the divestment of assets of the Peru Division (La Unión). CONSOLIDATED FINANCIAL STATEMENTS On December 31, 2014 and 2013, the breakdown of investment properties was the following: 31 NOTE 13 INVESTMENT PROPERTIES (CONTINUED) On December 31, 2014 and 2013 financial leases associated to investment properties were the following: 12.31.2014 M$ 12.31.2013 M$ Fashion Center S.A.C. 12,418,519 10,737,337 Inversiones Alameda Sur S.A.C. 1,370,950 3,031,989 Centro Comercial Arauco Express Ciudad Empresarial S.A. 1,714,074 1,622,372 Todo Arauco S.A. 3,082,137 5,889,159 18,585,680 21,280,857 COMPANY TOTAL Note 15 letter a) shows the value and flows of financial liabilities at closing date, corresponding to investment properties under financial leases. Assets acquired under the financial leasing modality are not legally owned by the Company while it does not execute its purchase option and therefore it cannot freely dispose of them. NOTE 14 DEFERRED TAXES On December 31, 2014 and 2013, the balance for deferred taxes was the following: ASSETS ITEM LIABILITIES 12.31.2014 M$ 12.31.2013 M$ 12.31.2014 M$ 12.31.2013 M$ Depreciation 787,781 374,974 30,649,014 20,239,131 Write-offs of Uncollectible Receivables 916,250 817,832 - - - - 497,924 419,959 Provisions 1,606,841 1,049,697 - - Revaluation of Investment Properties 18,757,138 11,865,178 72,228,852 52,819,488 - - 603,031 245,769 10,488,335 4,837,486 723,085 726,504 Revaluation of Financial Instruments 3,792,379 3,041,247 1,335,676 1,191,250 Tax losses 5,087,048 3,827,154 - - 359,645 411,199 341,045 357,218 41,795,417 26,224,767 106,378,627 75,999,319 Amortizations Plant and equipment Intangible assets Other TOTAL DEFERRED TAXES Changes in deferred taxes on December 31, 2014 and 2013, were the following: LIABILITIES ITEM 12.31.2014 M$ 12.31.2013 M$ 12.31.2014 M$ 12.31.2013 M$ Opening balance 26,224,767 15,630,268 75,999,319 62,506,914 Increase (decrease) in Deferred Taxes 15,570,650 10,594,499 30,379,308 13,492,405 TOTAL CHANGES 15,570,650 10,594,499 30,379,308 13,492,405 41,795,417 26,224,767 106,378,627 75,999,319 CLOSING BALANCE CONSOLIDATED FINANCIAL STATEMENTS ASSETS 32 Current Income Tax Expense (income) on December 31, 2014 and 2013, was the following: ITEM 12.31.2014 M$ 12.31.2013 M$ Current Income Tax expense (10,019,701) (5,907,198) 1,615 302,009 1,015,445 (23,642) - (15,608) TOTAL CURRENT INCOME TAX EXPENSE, NET (9,002,641) (5,644,439) Deferred expense from temporary differences (2,741,759) (3,167,571) - 697 (2,741,759) (3,166,874) (11,744,400) (8,811,313) Tax benefit Adjustments to Current Income Taxes previous period Effect of rate change (1) Other expense from deferred taxes TOTAL DEFERRED TAX EXPENSE, NET CURRENT INCOME TAX EXPENSE (INCOME) Effective Tax Rate on December 31, 2014 and 2013, were the following: ITEM EARNING BEFORE TAX PERMANENT DIFFERENCES TAX RATE 21% M$ 12.31.2014 72,537,170 TAX BASE M$ TAX RATE 20% M$ 12.31.2013 (15,232,806) 58,827,633 (11,765,527) (3,488,406) (2,954,214) (4,120,219) (3,706,410) 6,915,920 6,376,293 Higher rate for subsidiaries outside Chile (1,841,319) (1,501,089) Deficit/(Surplus) Income Tax, previous years (265,758) (279,007) Tax credit for contributions (4,708,546) (3,844,001) Total Corporate Tax expenses (11,744,400) (8,811,313) Income Tax 21%-20% (9,268,399) (5,930,763) - (15,685) Deficit/(Surplus), previous years 265,758 302,009 TOTAL INCOME TAX EXPENSE (9,002,641) (5,644,439) TOTAL DEFERRED TAX EXPENSE (2,741,759) (3,166,874) EFFECTIVE RATE (16.19%) (14.98%) Profit (loss) of associates Deferred tax/financial differences Income Tax 35% (1) On September 29, 2014 Law 20.780 was published, which, among other points, raises the first category income tax rate. The effect of the change in current tax rate from 20% to 21% was M$314,924. The effect on the determined deferred tax was M$11,482,475 and was recorded under Equity, as per Directive Release No.856 issued by Superintendencia de Valores y Seguros (SVS) on October 17, 2014. CONSOLIDATED FINANCIAL STATEMENTS TAX BASE M$ 33 NOTE 15 OTHER FINANCIAL LIABILITIES The details of this current and non-current item on December 31, 2014 and 2013, were the following: ITEM CURRENT M$ NON-CURRENT M$ CURRENT M$ Financial lease (a) 1,360,325 8,781,466 1,274,871 10,585,421 48,236,387 261,470,599 29,373,376 270,491,949 2,458,495 135,693,333 5,077,538 116,162,839 - 15,327,794 - 8,411,896 52,055,207 421,273,192 35,725,785 405,652,105 12.31.2014 Bank loans (b) Bonds issuance (c) Hedging liabilities (Note 35) TOTAL NON-CURRENT M$ 12.31.2013 A) FINANCIAL LEASES Currencies and Maturities and Leases on December 31, 2014 and 2013, were the following: CURRENT DEBTOR ID. NAME OF DEBTOR COUNTRY OF DEBTOR LENDER ID. FINANCIAL INSTITUTION CURRENCY AMORTIZATION 20512076379 Fashion Center S.A.C. Peru 20100053455 Interbank USD Monthly 6.30% 20512076379 Fashion Center S.A.C. Peru 20100053455 Interbank USD Monthly 20492911918 Inv. Alameda Sur S.A.C. Peru 20100047218 Crédito del Peru USD 76.263.221-7 C.C. Arauco Exp.C.Empresarial Chile 99.289.000-2 Metlife 96.671.020-9 Todo Arauco S.A. Chile 97.011.000-3 96.671.020-9 Todo Arauco S.A. Chile 96.671.020-9 Todo Arauco S.A. Chile MATURITY IN M$ (NON-DISCOUNTED FLOWS) BALANCE UP TO 90 DAYS FROM 90 DAYS TO 1 YEAR TOTAL FLOWS 6.30% 169,575 65,957 197,870 263,827 6.30% 6.30% 551,214 200,160 600,480 800,640 Quarterly 8.21% 8.21% 266,641 78,060 234,179 312,239 UF Monthly 5.74% 5.74% 179,025 58,196 174,587 232,783 International UF(*) Monthly 6.20% 6.20% 145,157 48,798 148,089 196,887 97.011.000-3 International UF Monthly 5.90% 5.90% 33,024 12,903 38,710 51,613 97.011.000-3 International UF Monthly 5.80% 5.80% 15,689 6,259 18,778 25,037 TOTALS 1,360,325 470,333 1,412,693 1,883,026 12.31.2014 NOMINAL ANNUAL EFFECTIVE RATE % RATE % NON-CURRENT DEBTOR ID. NAME OF DEBTOR COUNTRY OF DEBTOR 20512076379 Fashion Center S.A.C. Peru 20100053455 Interbank USD 20512076379 Fashion Center S.A.C. Peru 20100053455 Interbank 20492911918 Inv. Alameda Sur S.A.C. Peru 20100047218 76.263.221-7 C.C. Arauco Exp.C.Empresarial Chile 96.671.020-9 Todo Arauco S.A. 96.671.020-9 96.671.020-9 MATURITY IN M$ (NON-DISCOUNTED FLOWS) NOMINAL RATE ANNUAL EFFECTIVE RATE % BALANCE FROM 1 YEAR TO 2 YEARS FROM 2 YEARS TO 3 YEARS FROM 3 YEARS TO 4 YEARS FROM 4 YEARS TO 5 YEARS MORE THAN 5 YEARS TOTAL FLOWS Mensual 6.30% 6.30% 1,131,776 263,827 946,213 - - - 1,210,040 USD Mensual 6.30% 6.30% 3,627,952 867,360 2,996,343 - - - 3,863,703 Crédito del Peru USD Trimestral 8.21% 8.21% 1,104,309 312,238 312,238 312,238 312,238 156,119 1,405,071 99.289.000-2 Metlife UF Mensual 8.74% 5.74% 844,002 232,782 232,782 232,782 232,782 19,399 950,527 Chile 97.011.000-3 Internacional UF(*) Mensual 6.20% 6.20% 1,611,145 201,576 206,565 211,872 217,518 996,252 1,833,783 Todo Arauco S.A. Chile 97.011.000-3 Internacional UF Mensual 5.90% 5.90% 305,455 51,613 51,613 51,613 51,613 167,744 374,196 Todo Arauco S.A. Chile 97.011.000-3 Internacional UF Mensual 5.80% 5.80% 156,827 25,037 25,037 25,037 25,037 93,888 194,036 TOTALS 8,781,466 1,954,433 4,770,791 833,542 839,188 1,433,402 9,831,356 LENDER ID. BANK CURRENCY AMORTIZATION Financially leased assets, held by the Company as tenant, have their respective purchase option and are presented as Investment Properties (see Note 13). CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 34 NOTE 15 OTHER FINANCIAL LIABILITIES (CONTINUED) A) FINANCIAL LEASES (CONTINUED) DEBTOR ID. 20512076379 20512076379 20492911918 76.263.221-7 96.671.020-9 96.671.020-9 96.671.020-9 96.671.020-9 96.671.020-9 CURRENT NAME OF DEBTOR Fashion Center S.A.C. Fashion Center S.A.C. Inv. Alameda Sur S.A.C. C.C. Arauco Exp.C.Empresarial Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. COUNTRY OF DEBTOR LENDER ID. Peru 20100053455 Peru 20100053455 Peru 20100047218 FINANCIAL INSTITUTION Interbank Interbank Crédito del Peru USD USD USD AMORTIZATION Monthly Monthly Quarterly Chile 99.289.000-2 Metlife UF Monthly 8.74% Chile Chile Chile Chile Chile 97.023.000-9 97.023.000-9 97.011.000-3 97.011.000-3 97.011.000-3 Corpbanca Corpbanca Internacional Internacional Internacional UF UF UF(*) UF UF Monthly Monthly Monthly Monthly Monthly 8.34% 7.78% 9.20% 8.90% 8.80% CURRENCY 12.31.2014 DEBTOR ID. 20512076379 20512076379 20492911918 76.263.221-7 96.671.020-9 96.671.020-9 96.671.020-9 96.671.020-9 96.671.020-9 MATURITY IN M$ (NON-DISCOUNTED FLOWS) NOMINAL ANNUAL EFFECTIVE RATE % RATE % 6.30% 6.30% 6.30% 6.30% 8.21% 8.21% BALANCE 140,593 442,633 148,795 UP TO 90 DAYS 57,006 172,997 67,466 FROM 90 DAYS TO 1 YEAR 171,018 518,991 202,399 TOTAL FLOWS 228,024 691,988 269,865 5.74% 160,000 55,082 165,245 220,327 5.34% 4.78% 6.20% 5.90% 5.80% 128,164 81,980 129,152 29,516 14,038 51,353 23,534 58,659 12,213 5,924 154,058 70,604 176,027 36,639 17,774 205,411 94,138 234,686 48,852 23,698 TOTALS 1,274,871 504,234 1,512,755 2,016,989 NOMINAL RATE 6.30% 6.30% ANNUAL EFFECTIVE RATE % 6.30% 6.30% BALANCE 1,127,565 3,606,065 FROM 1 YEAR TO 2 YEARS 228,024 691,988 NON-CURRENT NAME OF DEBTOR Fashion Center S.A.C. Fashion Center S.A.C. Inv. Alameda Sur S.A.C. C.C. Arauco Exp.C.Empresarial Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. Todo Arauco S.A. MATURITY IN M$ (NON-DISCOUNTED FLOWS) COUNTRY OF DEBTOR LENDER ID. Peru 20100053455 Peru 20100053455 BANK Interbank Interbank USD USD AMORTIZATION Monthly Monthly Peru 20100047218 Crédito del Peru USD Quarterly 8.21% 8.21% 1,192,304 269,866 269,866 Chile 99.289.000-2 Metlife UF Monthly 8.74% 5.74% 968,293 220,328 Chile Chile Chile Chile Chile 97.023.000-9 97.023.000-9 97.011.000-3 97.011.000-3 97.011.000-3 Corpbanca Corpbanca Internacional Internacional Internacional UF UF UF(*) UF UF Monthly Monthly Monthly Monthly Monthly 8.34% 7.78% 9.20% 8.90% 8.80% 5.34% 4.78% 6.20% 5.90% 5.80% 1,352,522 192,671 1,662,341 320,371 163,289 TOTALS 10,585,421 CURRENCY (*) The rates and currencies indicated correspond to financial conditions that include the effect of the derivative. Assets under financial lease that the Company holds as a tenant include their respective purchase option and are shown as Investment Properties (see Note 13). FROM 2 YEARS TO FROM 3 YEARS TO 4 3 YEARS YEARS 228,024 817,806 691,988 2,647,387 FROM 4 YEARS TO 5 YEARS - MORE THAN 5 YEARS - TOTAL FLOWS 1,273,854 4,031,363 269,866 269,866 404,796 1,484,260 220,328 220,328 220,328 238,691 1,120,003 205,411 94,138 234,835 48,852 23,697 205,411 94,138 234,991 48,852 23,697 205,411 15,690 235,156 48,852 23,697 205,411 235,332 48,852 23,697 855,880 1,238,857 207,622 112,565 1,677,524 203,966 2,179,171 403,030 207,353 2,017,139 2,017,295 4,484,193 1,003,486 3,058,411 12,580,524 CONSOLIDATED FINANCIAL STATEMENTS 12.31.2013 35 NOTE 15 OTHER FINANCIAL LIABILITIES (CONTINUED) B) BANK LOANS The details per currencies and loan maturities on December 31, 2014 and 2013, were the following: DEBTOR ID. 9002521390 9004602978 9004602978 9004602978 9003627227 9003627227 9003627227 9003627227 9003627227 9003627227 20423264617 20423264617 20423264617 76.187.012-2 76.187.012-2 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 86.339.000-1 NAME OF DEBTOR Inv. Arauco Alameda S.A. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmobiliaria La Colina Arauco S.A.S. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Arauco Express S.A. Arauco Express S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Plaza Estación S.A. COUNTRY OF DEBTOR Colombia Colombia Colombia Colombia Colombia Colombia Colombia Colombia Colombia Colombia Peru Peru Peru Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile LENDER ID. 890.903.938-8 890.903.938-8 890.903.938-8 890.903.938-8 890.903.937-0 860.034.313-7 860.002.964-4 890.903.937-0 860.034.313-7 860.002.964-4 2046097262-1 2046097262-1 2046097262-1 97.053.000-2 97.006.000-k 97.030.000-7 97.030.000-7 97.030.000-7 97.030.000-7 97.036.000-k 97.004.000-5 97.004.000-5 76.645.030-k 97.006.000-k 97.006.000-k 97.006.000-k (*) The quoted rates and currencies correspond to financial conditions that include the impact of derivatives. FINANCIAL INSTITUTION Bco. Colombia Bco. Colombia Bco. Colombia Bco. Colombia Bco.Corpbanca Bco. Davivienda Bco. Bogotá Bco.Corpbanca Bco. Davivienda Bco. Bogotá BCI BCI BCI Security BCI Estado Estado Estado Estado Santander Chile Chile Itaú BCI BCI BCI CURRENCY COP COP COP COP COP COP COP COP COP COP USD USD USD UF(*) UF(*) UF UF UF UF UF(*) UF(*) UF(*) CLP UF(*) UF(*) UF(*) AMORTIZATION Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Semi-annually Bullet Bullet Bullet Bullet Bullet Bullet Semi-annually Semi-annually Bullet Semi-annually Semi-annually Semi-annually Bullet Semi-annually Semi-annually Semi-annually NOMINAL RATE % 10.05% 10.30% 10.30% 10.30% 8.62% 8.48% 8.48% 8.62% 8.48% 8.48% 3.40% 3.40% 3.40% 3.45% 4.67% 4.25% 4.29% 4.25% 5.97% 4.01% 3.49% 3.93% 4.40% 3.49% 3.82% 3.98% ANNUAL EFFECTIVE RATE % 10.05% 10.30% 10.30% 10.30% 8.30% 8.53% 8.53% 8.31% 8.92% 8.94% 3.40% 3.40% 3.40% 3.54% 4.81% 4.42% 4.55% 4.52% 6.37% 4.25% 3.95% 4.02% 4.58% 3.55% 3.97% 5.11% TOTALS BALANCE M$ 3,001,427 361,098 481,464 244,813 18,885 6,545 110,724 166,086 110,724 28,611 26,512 45,027 1,737,753 2,389,673 16,134,811 1,097,410 8,330,153 6,013,615 23,390 2,689,143 3,849,316 1,369,207 48,236,387 MATURITY IN M$ (NON-DISCOUNTED FLOWS) FROM 90 DAYS TO 1 YEAR TOTAL FLOWS 2,263,548 1,296,683 3,560,231 1,032,573 1,032,573 1,343,625 1,343,625 659,088 659,088 47,845 315,912 363,757 90,707 90,707 90,707 90,707 1,123 37,909 39,032 12,546 12,546 12,546 12,546 207,122 210,555 417,677 310,682 315,832 626,514 207,122 210,555 417,677 53,692 53,987 107,679 456,024 456,024 1,967,566 1,967,566 2,088,071 2,088,071 1,259,620 1,233,214 2,492,834 8,378,203 8,281,415 16,659,618 1,419,062 1,419,062 8,625,216 363,123 8,988,339 6,439,895 6,439,895 255,255 768,570 1,023,825 2,779,177 172,486 2,951,663 5,126,382 5,126,382 118,635 1,756,671 1,875,306 24,507,240 35,755,704 60.262.944 CONSOLIDATED FINANCIAL STATEMENTS CURRENT 12.31.2014 36 NOTE 15 OTHER FINANCIAL LIABILITIES (CONTINUED) B) BANK LOANS (CONTINUED) NON-CURRENT 12.31.2014 NOMINAL RATE % BALANCE M$ FROM 1 YEAR TO 2 YEARS FROM 2 YEARS TO 3 YEARS FROM 3 YEARS TO 4 YEARS FROM 4 YEARS TO 5 YEARS MORE THAN 5 YEARS TOTAL FLOWS 7,959,618 2,469,683 2,304,772 2,139,862 1,974,951 925,563 9,814,831 DEBTOR ID. NAME OF DEBTOR COUNTRY OF DEBTOR LENDER ID. FINANCIAL INSTITUTION CURRENCY AMORTIZATION 9002521390 Inv. Arauco Alameda S.A. Colombia 890.903.938-8 Bco. Colombia COP Semi-annually 10.05% 10.05% 9004602978 Inv. Inmob. Bucaramanga S.A.S. Colombia 890.903.938-8 Bco. Colombia COP Semi-annually 10.30% 10.30% 7,122,552 1,074,973 1,224,526 1,503,323 1,595,988 4,603,737 10,002,547 9004602978 Inv. Inmob. Bucaramanga S.A.S. Colombia 890.903.938-8 Bco. Colombia COP Semi-annually 10.30% 10.30% 9,496,736 1,401,780 1,603,150 1,977,953 2,106,204 6,109,277 13,198,364 9004602978 Inv. Inmob. Bucaramanga S.A.S. Colombia 890.903.938-8 Bco. Colombia COP Semi-annually 10.30% 10.30% 4,748,368 687,618 820,223 978,895 1,043,177 3,042,786 6,572,699 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 890.903.937-0 Bco.Corpbanca COP Semi-annually 8.62% 8.30% 4,160,203 315,912 473,841 605,970 664,649 4,395,579 6,455,951 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 860.034.313-7 Bco. Davivienda COP Semi-annually 8.48% 8.53% 1,079,390 90,707 122,783 157,483 172,971 1,148,406 1,692,350 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 860.002.964-4 Bco. Bogotá COP Semi-annually 8.48% 8.53% 1,087,099 - - - - 1,137,224 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 890.903.937-0 Bco.Corpbanca COP Semi-annually 8.62% 8.31% 501,508 37,909 56,861 72,716 79,758 527,469 774,713 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 860.034.313-7 Bco. Davivienda COP Semi-annually 8.48% 8.92% 128,363 12,546 14,511 16,864 19,854 148,071 211,846 9003627227 Inmobiliaria La Colina Arauco S.A.S. Colombia 860.002.964-4 Bco. Bogotá COP Semi-annually 8.48% 8.94% 127,039 137,297 - - - - 137,297 20423264617 Inmuebles Panamericana S.A. Peru 2046097262-1 BCI USD Bullet 3.40% 3.40% 12,130,941 419,965 12,339,207 - - - 12,759,172 20423264617 Inmuebles Panamericana S.A. Peru 2046097262-1 BCI USD Bullet 3.40% 3.40% 18,196,412 629,947 18,508,811 - - - 19,138,758 20423264617 Inmuebles Panamericana S.A. Peru 2046097262-1 BCI USD Bullet 3.40% 3.40% 12,130,941 419,965 12,339,207 - - - 12,759,172 76.187.012-2 Arauco Express S.A. Chile 97.053.000-2 Security UF(*) Bullet 3.45% 3.54% 3,068,729 107,974 107,679 109,154 3,184,592 - 3,509,399 76.187.012-2 Arauco Express S.A. Chile 97.006.000-k BCI UF(*) Bullet 4.67% 4.81% 9,074,935 457,274 456,024 456,024 456,024 9,333,445 11,158,791 94.627.000-8 Parque Arauco S.A. Chile 97.030.000-7 Estado UF Semi-annually 4.25% 4.42% 45,275,951 1,972,957 1,967,566 1,967,566 1,967,566 48,615,532 56,491,187 94.627.000-8 Parque Arauco S.A. Chile 97.030.000-7 Estado UF Semi-annually 4.29% 4.55% 8,965,860 2,017,736 1,945,249 1,873,838 1,802,427 2,570,260 10,209,510 94.627.000-8 Parque Arauco S.A. Chile 97.030.000-7 Estado UF Semi-annually 4.25% 4.52% 2,313,213 2,393,094 - - - - 2,393,094 94.627.000-8 Parque Arauco S.A. Chile 97.030.000-7 Estado UF Bullet 5.97% 6.37% 26,027,717 13,673,362 8,134,513 5,353,789 - - 27,161,664 94.627.000-8 Parque Arauco S.A. Chile 97.036.000-k Santander UF(*) Semi-annually 4.01% 4.25% 4,689,290 1,349,342 1,277,882 1.207,291 1,136,701 541,903 5,513,119 94.627.000-8 Parque Arauco S.A. Chile 97.004.000-5 Chile UF(*) Semi-annually 3.49% 3.95% 16,075,718 8,627,200 8,263,085 - - - 16,890,285 94.627.000-8 Parque Arauco S.A. Chile 97.004.000-5 Chile UF Semi-annually 3.93% 4.02% 6,016,005 6,200,353 - - - - 6,200,353 94.627.000-8 Parque Arauco S.A. Chile 76.645.030-k Itaú CLP Bullet 4.40% 4.58% 25,423,624 26,237,715 - - - - 26,237,715 94.627.000-8 Parque Arauco S.A. Chile 97.006.000-k BCI UF(*) Semi-annually 3.49% 3.55% 5,374,160 2,837,822 2,722,727 - - - 5,560,549 94.627.000-8 Parque Arauco S.A. Chile 97.006.000-k BCI UF(*) Semi-annually 3.82% 3.97% 20,696,321 4,876,626 4,643,736 4,406,954 4,170,173 7,633,243 25,730,732 86.339.000-1 Plaza Estación S.A. Chile 97.006.000-k BCI UF(*) Semi-annually 3.98% 5.11% 9,599,906 1,816,213 1,755,026 1,694,991 1,634,955 4,545,147 11,446,332 TOTALS 261,470,599 81,403,194 81,081,379 24,522,673 22,009,990 94,140,418 303,157,654 (*) The quoted rates and currencies correspond to financial conditions that include the impact of derivatives. CONSOLIDATED FINANCIAL STATEMENTS MATURITY IN M$ (NON-DISCOUNTED FLOWS) ANNUAL EFFECTIVE RATE % 37 NOTE 15 OTHER FINANCIAL LIABILITIES (CONTINUED) B) BANK LOANS (CONTINUED) CURRENT 12.31.2013 NAME OF DEBTOR Inv. Arauco Alameda S.A. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Arauco Express S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Plaza Estación S.A. COUNTRY OF DEBTOR Colombia Colombia Colombia Colombia Peru Peru Peru Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile LENDER ID. 890.903.938-8 890.903.938-8 890.903.938-8 890.903.938-8 2046097262-1 2046097262-1 2046097262-1 97.053.000-2 97.030.000-7 97.030.000-7 97.030.000-7 97.036.000-k 97.036.000-k 97.004.000-5 97.004.000-5 76.645.030-k 97.006.000-k 97.006.000-k 97.006.000-k FINANCIAL INSTITUTION Bco. Colombia Bco. Colombia Bco. Colombia Bco. Colombia BCI BCI BCI Security Estado Estado Estado Santander Santander Chile Chile Itaú BCI BCI BCI CURRENCY COP COP COP COP USD USD USD UF(*) UF UF UF UF(*) CLP UF(*) UF(*) CLP UF(*) UF(*) UF(*) AMORTIZATION Semi-annually Semi-annually Semi-annually Semi-annually Bullet Bullet Bullet Bullet Semi-annually Semi-annually Semi-annually Semi-annually Bullet Semi-annually Semi-annually Bullet Semi-annually Semi-annually Semi-annually NOMINAL RATE % 8.94% 9.20% 9.20% 9.20% 3.40% 3.40% 3.40% 7.67% 7.42% 7.55% 7.52% 7.01% 5.13% 6.49% 7.02% 5.96% 6.49% 6.82% 6.98% TOTALS 29,373,376 1,468,417 179,014 268,521 180,992 1,239,885 298,750 9,078,633 375,148 2,835,991 172,882 FROM 90 DAYS TO 1 YEAR 4,828,166 926,467 1,198,632 583,880 181,981 272,972 181,981 564,953 4,378,192 2,043,951 1,214,116 1,489,653 980,625 746,344 6,320,534 1,129,565 327,887 1,657,473 1,921,885 TOTAL FLOWS 6,296,583 926,467 1,198,632 583,880 360,995 541,493 362,973 564,953 4,378,192 2,043,951 2,454,001 1,489,653 1,279,375 9,824,977 6,320,534 1,504,713 3,163,878 1,657,473 2,094,767 16,098,233 30,949,257 47,047,490 NON-CURRENT 12.31.2013 DEBTOR ID. 9002521390 9004602978 9004602978 9004602978 20423264617 20423264617 20423264617 76.187.012-2 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 86.339.000-1 BALANCE M$ 2,300,618 24,016 32,022 215,253 119,201 178,801 119,201 32,755 2,536,536 1,659,024 2,295,302 1,106,577 13,663 8,558,862 5,686,655 33,861 2,693,344 390,558 1,377,127 NAME OF DEBTOR Inv. Arauco Alameda S.A. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inv. Inmob. Bucaramanga S.A.S. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Arauco Express S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Parque Arauco S.A. Plaza Estación S.A. COUNTRY OF DEBTOR Colombia Colombia Colombia Colombia Peru Peru Peru Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile Chile LENDER ID. 890.903.938-8 890.903.938-8 890.903.938-8 890.903.938-8 2046097262-1 2046097262-1 2046097262-1 97.053.000-2 97.030.000-7 97.030.000-7 97.030.000-7 97.036.000-k 97.036.000-k 97.004.000-5 97.004.000-5 76.645.030-k 97.006.000-k 97.006.000-k 97.006.000-k FINANCIAL INSTITUTION Bco. Colombia Bco. Colombia Bco. Colombia Bco. Colombia BCI BCI BCI Security Estado Estado Estado Santander Santander Chile Chile Itaú BCI BCI BCI (*)The rates and currencies indicated correspond to financial conditions that include the effect of the derivative. CURRENCY COP COP COP COP USD USD USD UF(*) UF UF UF UF(*) CLP UF(*) UF(*) CLP UF(*) UF(*) UF(*) AMORTIZATION Semi-annually Semi-annually Semi-annually Semi-annually Bullet Bullet Bullet Bullet Semi-annually Semi-annually Semi-annually Semi-annually Bullet Semi-annually Semi-annually Bullet Semi-annually Semi-annually Semi-annually NOMINAL RATE % 8.94% 9.20% 9.20% 9.20% 3.40% 3.40% 3.40% 7.67% 7.42% 7.55% 7.52% 7.01% 5.13% 6.49% 7.02% 5.96% 6.49% 6.82% 6.98% MATURITY IN M$ (NON-DISCOUNTED FLOWS) ANNUAL EFFECTIVE RATE % 8.94% 9.20% 9.20% 9.20% 3.40% 3.40% 3.40% 4.67% 4.42% 4.55% 4.52% 4.01% 5.13% 3.49% 4.02% 5.96% 3.49% 3.82% 3.98% BALANCE M$ 10,412,841 8,173,532 10,898,043 5,449,022 10,271,045 15,406,568 10,271,045 9,070,474 41,538,231 10,018,320 4,373,307 5,725,089 24,971,381 24,038,795 11,383,469 25,382,091 8,048,206 24,136,900 10,923,590 FROM 1 YEAR TO 2 YEARS 2,735,579 1,107,916 1,441,663 707,179 360,995 541,493 360,995 564,953 4,378,193 1,976,360 2,359,468 1,419,062 25,444,167 9,330,148 6,095,363 1,504,713 3,020,403 5,126,383 2,018,072 FROM 2 YEARS TO 3 YEARS 2,574,574 1,153,409 1,504,062 737,791 362,973 544,460 362,973 566,501 4,378,193 1,909,788 2,265,065 1,349,342 8,832,585 5,868,637 26,584,217 2,876,132 4,876,626 1,940,690 FROM 3 YEARS TO 4 YEARS 2,413,570 1,313,875 1,720,124 845,524 10,664,703 15,997,055 10,664,703 564,953 4,378,193 1,841,179 1,277,882 8,330,922 2,730,272 4,643,736 1,860,281 FROM 4 YEARS TO 5 YEARS 2,252,565 1,613,013 2,122,276 1,050,253 564,953 4,378,193 1,773,588 1,207,291 4,406,954 1,781,386 MORE THAN 5 YEARS 3,108,713 6,652,091 8,814,928 4,383,590 9,953,012 37,205,025 4,138,750 1,678,605 11,803,416 6,337,235 TOTAL FLOWS 13,085,001 11,840,304 15,603,053 7,724,337 11,388,671 17,083,008 11,388,671 12,214,372 54,717,797 11,639,665 4,624,533 6,932,182 25,444,167 26,493,655 11,964,000 28,088,930 8,626,807 30,857,115 13,937,664 TOTALS 270,491,949 70,493,105 68,688,018 69,246,972 21.150.472 94,075,365 323,653,932 CONSOLIDATED FINANCIAL STATEMENTS DEBTOR ID. 9002521390 9004602978 9004602978 9004602978 20423264617 20423264617 20423264617 76.187.012-2 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 94.627.000-8 86.339.000-1 MATURITY IN M$ (NON-DISCOUNTED FLOWS) ANNUAL EFFECTIVE RATE % 8.94% 9.20% 9.20% 9.20% 3.40% 3.40% 3.40% 4.67% 4.42% 4.55% 4.52% 4.01% 5.13% 3.49% 4.02% 5.96% 3.49% 3.82% 3.98% 38 NOTE 15 OTHER FINANCIAL LIABILITIES (CONTINUED) C) BOND ISSUANCE The details per currencies and maturity of bonds on December 31, 2014 and 2013, were the following: CURRENT MATURITY IN M$ (NON-DISCOUNTED FLOWS) NOMINAL RATE % EFFECTIVE RATE % BALANCE M$ UP TO 90 DAYS FROM 90 DAYS TO 1 YEAR TOTAL FLOWS DEBTOR ID. NAME OF DEBTOR COUNTRY SERIES CURRENCY AMORTIZATION 94.627.000-8 Parque Arauco S.A. Chile K Series UF Semi-annually 3.65% 3.85% 851,640 1,336,217 1,336,217 2,672,434 94.627.000-8 Parque Arauco S.A. Chile H Series UF Semi-annually 4.30% 3.91% 181,925 239,951 239,951 479,902 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.81% 7.81% 1,047,496 504,658 1,513,974 2,018,632 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 8.44% 8.44% 252,901 318,724 956,173 1,274,897 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly VAC + 4.75% VAC + 4.75% 124,533 144,922 434,767 579,689 20511910642 Inm. Comerciales del Peru Peru Corpor PEN Bullet 8.52% 8.52% - - 917,315 917,315 TOTALS 2,458,495 2,544,472 5,398,397 7,942,869 12.31.2014 94.627.000-8 Parque Arauco S.A. Chile G Series UF Semi-annually 6.23% 3.23% 3,658,064 1,996,717 1,965,297 3,962,014 94.627.000-8 Parque Arauco S.A. Chile H Series UF Semi-annually 6.91% 3.91% 842,317 1,115,732 1,115,732 2,231,464 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.81% 7.81% 231,451 295,744 1,398,842 1,694,586 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 8.44% 8.44% 233,669 294,487 883,460 1,177,947 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.55% VAC + 4.75% 112,037 133,902 401,705 535,607 20511910642 Inm. Comerciales del Peru Peru Corpor PEN Semi-annually 8.52% 8.52% - - 847,556 847,556 TOTALS 5,077,538 3,836,582 6,612,592 10,449,174 12.31.2013 NON-CURRENT EFFECTIVE RATE % BALANCE M$ FROM 1 YEAR TO 2 YEARS FROM 2 YEARS TO 3 YEARS FROM 3 YEARS TO 4 YEARS FROM 4 YEARS TO 5 YEARS MORE THAN 5 YEARS TOTAL FLOWS DEBTOR ID. NAME OF DEBTOR COUNTRY SERIES CURRENCY AMORTIZATION 94.627.000-8 Parque Arauco S.A. Chile K Series UF Semi-annually 3.65% 3.85% 71,888,786 2,672,434 2,672,434 2,672,434 2,672,434 114,635,924 125,325,660 94.627.000-8 Parque Arauco S.A. Chile H Series UF Semi-annually 4.30% 3.91% 11,576,717 479,901 479,901 992,593 1,472,564 11,813,439 15,238,398 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.81% 7.81% 14,708,627 2,018,632 2,018,632 2,018,632 2,018,632 14,635,085 22,709,613 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 8.44% 8.44% 14,798,577 1,274,898 1,274,898 1,274,898 1,762,537 23,582,276 29,169,507 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly VAC + 4.75% VAC + 4.75% 11,952,504 579,690 579,690 579,690 1,263,646 15,163,755 18,166,471 20511910642 Inm. Comerciales del Peru Peru Corpor PEN Bullet 8.52% 8.52% 10,768,122 917,315 917,315 917,315 917,315 11,226,779 14,896,039 TOTALS 135,693,333 7,942,870 7,942,870 8,455,562 10,107,128 191,057,258 225,505,688 12.31.2014 94.627.000-8 Parque Arauco S.A. Chile G Series UF Semi-annually 6.23% 3.23% 12,102,765 3,836,335 3,710,655 3,584,976 1,745,358 - 12,877,324 94.627.000-8 Parque Arauco S.A. Chile H Series UF Semi-annually 6.91% 3.91% 53,973,619 2,231,464 2,231,464 2,231,464 4,615,397 61,777,765 73,087,554 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.81% 7.81% 15,051,453 1,865,123 1,865,123 1,865,123 1,865,123 15,387,266 22,847,758 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 8.44% 8.44% 13,877,306 1,177,947 1,177,947 1,177,947 1,177,947 23,417,437 28,129,225 20423264617 Inmuebles Panamericana S.A. Peru A Series PEN Quarterly 7.75% VAC + 4.75% 11,208,450 535,607 535,607 535,607 535,606 15,178,159 17,320,586 20511910642 Inm. Comerciales del Peru Peru Corpor PEN Semi-annually 8.52% 8.52% 9,949,246 847,556 847,556 847,556 847,557 11,220,582 14,610,807 TOTALS 116,162,839 10,494,032 10,368,352 10,242,673 10,786,988 126,981,209 168,873,254 12.31.2013 (*)The rates and currencies indicated correspond to financial conditions that include the effect of the derivative. (**) In December 2014, bonds for 1.025.500 UF denominated K Series Bonds were placed. CONSOLIDATED FINANCIAL STATEMENTS MATURITY IN M$ (NON-DISCOUNTED FLOWS) NOMINAL RATE % 39 NOTE 16 OTHER PROVISIONS The details of Other current provisions on December 31, 2014 and 2013, were the following: 12.31.2014 M$ 12.31.2013 M$ Other provisions 1,603,946 2,329,832 TOTAL 1,603,946 2,329,832 ITEM PROVISIONS FOR LEGAL PROCESSES M$ PROVISION FROM REFUNDS M$ OTHER MISC. PROVISIONS M$ TOTAL M$ OPENING BALANCE 1,359,064 14,000 956,768 2,329,832 Additional provisions 135,000 - 1,197 136,197 (240,603) (14,000) (673,701) (928,304) - - 66,221 66,221 (105,603) (14,000) (606,283) (725,886) 1,253,461 - 350,485 1,603,946 PROVISIONS FOR LEGAL PROCESSES M$ PROVISION FROM REFUNDS M$ OTHER MISC. PROVISIONS M$ TOTAL M$ OPENING BALANCE 1,549,064 39,912 138,427 1,727,403 Additional provisions 810,000 - 868,716 1,678,716 (1,000,000) (25,912) (50,558) (1,076,470) - - 183 183 (190,000) (25,912) 818,341 602,429 1,359,064 14,000 956,768 2,329,832 12.31.2014 Used provision Inc. (decrease) in foreign currency CHANGES IN PROVISIONS, TOTAL CLOSING BALANCE 12.31.2013 Used provision Inc. (decrease) in foreign currency CHANGES IN PROVISIONS, TOTAL CLOSING BALANCE CONSOLIDATED FINANCIAL STATEMENTS Changes in Other provisions on December 31, 2014 and 2013, were the following: 40 COMPANY BANK RECEIPT LAUNCH TERM MATURITY RATE CURRENCY AMOUNT PAYMENT BENEFICIARY ID NO. REASON/COMMENTS Arauco Express S.A. Security 427616 12-09-2014 234 07-31-2015 0.5% UF 325.00 30-day notice I. Mun. de la Reina 69.070.600-8 Collateral for the task of fine-tuning the programming of the traffic lights in the area of influence of the entrance and exit routes of the Las Brujas shopping center as per point No. 8 of the Measures and Works to be completed according to the favorable technical report of the basic traffic analysis of the shopping center. Arauco Express S.A. Security 427623 12-09-2014 234 07-31-2015 0.5% UF 940.00 30-day notice I. Mun. de la Reina 69.070.600-8 Collateral for engineering project east of the highway Padre Hurtado between Carlos Silva Vildósola and Valenzuela Puelma streets, and the traffic light associated with this section of the highway, which correspond to points No. 1 and 2 of the basic traffic analysis of the Las Brujas shopping center. Arauco Express S.A. BCI 230384 05-16-2015 838 08-31-2016 0.4% UF 54.57 30-day notice Serv. Región Metrop. 61.812.000-7 To guarantee the adequate execution and preservation of the project for the paving and rain water access for the strip center Las Brujas, Carlos Silva Vildósola street No. 9073, code No. 41.401, La Reina township. Inversiones Parque Arauco Dos S.A. Chile 3903-3 01-08-2013 1178 03-31-2016 0% UF 33.49 Demand Serv. Región Metrop. 61.812.000-7 To guarantee the adequate execution and preservation of the project for the paving and rain water access for Homecenter access, Code No. 28.936, Quilicura township. Parque Arauco S.A. Chile 332614-6 06-25-2014 264 03-16-2015 0.4% $ 63,812,106 Demand Tesorero Mun. de Quilicura 69.071.300-4 Collateral for the paving and lighting of the street Galvarino in the estate Rol 1118-636, Quilicura township. Parque Arauco S.A. Chile 358003-3 03-20-2014 365 03-20-2015 0.4% UF 70 30-day notice Trenes Metropolitano 96.756.320-K To guarantee the adequate compliance of the lease contract between Trenes Metropolitanos S.A. and Plaza Estación S.A. Parque Arauco S.A. Chile 354618-6 11-06-2014 182 05-07-2015 0.4% UF 11,802.00 30-day notice I. Mun. de las Condes 69.070.400-5 To guarantee the traffic mitigation works resulting from the addition of 326 parking spaces in Boulevard 2 on Presidente Kennedy avenue on level S-7321. Parque Arauco S.A. Chile 354623-3 11-06-2014 182 05-07-2015 0.4% UF 9,610.00 30-day notice I. Mun. de las Condes 69.070.400-5 To guarantee projects that including the paving of sidewalks, green areas and public lighting of Lot C-5-B on Cerro Colorado street S-7321. Parque Arauco S.A. Chile 354621-7 11-06-2014 182 05-07-2015 0.4% UF 619.00 30-day notice I. Mun. de las Condes 69.070.400-5 To guarantee the traffic mitigation works resulting from the Parque Arauco cinemas on Presidente Kennedy avenue and Rosario Norte street, level 6147. Parque Arauco S.A. Chile 354620-9 11-06-2014 182 05-07-2015 0.4% UF 9,000.00 30-day notice I. Mun. de las Condes 69.070.400-5 To guarantee the urban planning works in front of Presidente Kennedy avenue, Boulevard 2 Parque Arauco S.A. P.E. 245/05 and level S/7321. Parque Arauco S.A. Chile 354632-2 11-06-2014 182 05-07-2015 0.4% UF 1,210.00 30-day notice I. Mun. de las Condes 69.070.400-5 To guarantee the mitigation works EISTU P.E. No. 229/2001 Cerro Colorado (Park Deck) on Presidente Kennedy avenue and Rosario Norte street (level S-6147). Parque Arauco S.A. Chile 352234-4 08-21-2014 364 08-20-2015 0.4% UF 1,000.00 30-day notice I. Mun. de la Quilicura 69.071.300-4 To guarantee the Certificates referring to mitigation works, 1. Traffic lights, 1.1, 1.2 and guarantee the performance of point 7. Ex- Post, both measures contained in EISTU "Mall Quilicura (V2)", Approved by ORD. SM/GU/No. 6594, dated September 10, 2008. Parque Arauco S.A. Chile 353805-2 10-10-2014 364 10-09-2015 0.4% UF 4,122.00 30-day notice Chilquinta Energía 96.813.520-1 To guarantee payment of the power supply requested on Ramón Barros Luco street N. 105, in the city of San Antonio, V Region. Parque Arauco S.A. Chile 353807-8 10-10-2014 364 10-09-2015 0.4% UF 4,033.00 30-day notice Chilquinta Energía 96.813.520-1 To guarantee payment of the power supply requested on the eastern side of Víctor Pacheco Altamirano street N. 150, Ex 22, in the city of San Antonio, V Region. Parque Arauco S.A. Security 376720 08-21-2013 1197 11-30-2016 0.5% UF 1,498.51 30-day notice Serv. Región Metrop. 61.812.000-7 To guarantee the adequate execution and preservation of the project for the paving and rain water access for Mall Arauco Quilicura, code No. 30.586, Quilicura township Parque Arauco S.A. Security 400426 04-08-2014 1179 06-30-2017 0,5% UF 474.48 30-day notice Serv. Región Metrop. 61.812.000-7 To guarantee the adequate execution and preservation of the project for the paving and rain water access and mitigation works for Mall Arauco Maipú Modificación, code No.38813, Maipu township. ESTADOS FINANCIEROS CONSOLIDADOS Details of the bank guarantees valid on December 31, 2014 were the following: 41 The details of the outstanding obligations and covenants on December 31, 2014, were the following: BANK COMPANY Series K bonds Parque Arauco S.A. Series H bond Parque Arauco S.A. Bond Inmuebles Comerciales del Peru First issuance bonds Second issuance bonds Third issuance bonds Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. Inmuebles Panamericana S.A. CAPITAL M$ LAUNCH MATURITY TYPE OF COVENANTS LIMIT 2014 CURRENT 73,881,300 09-01-2014 09-01-2039 Net financial liability/Equity <=1.5 0.47 1.03 EBITDA/FE >=2.5 3.31 0.81 03-01-2029 Total liability/ Equity <=1.4 0.81 0.59 EBITDA/FE >=2.5 3.31 0.81 Total liability/ Equity <=1.4 0.81 0.59 EBITDA/FE >=2.5 3.31 0.81 Revenue from rentals/Debt service >=2.0 5.25 3.25 Deferred liabilities /Equity <=1.75 0.83 0.92 EBITDA/ Debt service >=1.75 3.10 1.35 Deferred liabilities /Equity >=2.0 5.25 3.25 EBITDA/Debt service <=1.75 0.83 0.92 EBITDA/ Debt service >=1.75 3.10 1.35 Revenue from rentals / Debt service >=2.0 5.25 3.25 Deferred liabilities/Equity <=1.75 0.83 0.92 EBITDA/ Debt service >=1.75 3.10 1.35 11,279,212 10,768,236 15,823,732 15,109,901 12,203,995 03-01-2008 06-30-2010 01-20-2012 01-20-2012 01-20-2012 06-30-2020 01-20-2027 01-20-2032 01-20-2032 TOTAL MARGIN 139,066,376 The Series H bonds have Mall Parque Arauco Kennedy as collateral. In the case of the bank loans held with Banco Security, the collateral corresponds to the strip centers on Colón avenue, Luis Pasteur avenue and strip center Pajaritos. Mall Parque Caracolí is used as collateral for the loans held with Bancolombia. The ICP bond has the fixed asset and flows from ICP as collateral. IPSA´s first, second and third issue bonds have the MegaPlaza Norte shopping mall as collateral. All the covenants mentioned in the table above table have been adhered to. (+) Revenues from sales (-) Cost of sales (+) Gains from the derecognizing of financial assets measured at their amortized costs. (-) Losses from the derecognizing of financial assets measured at their amortized costs. (+) Other revenues by function (-) Administrative expenses (+) Depreciation (+) Amortization (=) EBITDA CONSOLIDATED FINANCIAL STATEMENTS Determination of EBITDA 42 Details of direct collateral: LENDER TO RECEIVE COLLATERAL BOOK VALUE M$ PENDING BALANCES ON 12.31.2014 M$ PENDING BALANCES ON 12.31.2013 M$ NAME RELATIONSHIP TYPE OF COLLATERAL Banco Estado Parque Arauco S.A. () Mortgage (*) Parque Arauco Kennedy - - 11,677,344 Banco Estado Parque Arauco S.A. () Mortgage (*) Parque Arauco Kennedy - - 44,074,767 Banco Santander Parque Arauco S.A. () Mortgage (*) Parque Arauco Kennedy - - 6,831,666 Banco de Chile Parque Arauco S.A. () Mortgage (*) Parque Arauco Kennedy - - 29,725,450 Santander G Series Bonds Parque Arauco S.A. () Mortgage (**) Parque Arauco Kennedy 291,231,263 - 15,760,829 Santander H Series Bonds Parque Arauco S.A. () Mortgage Parque Arauco Kennedy 291,231,263 11,758,642 54,815,936 Banco Crédito del Peru Inm. Subsidiary of Panamericana subsidiary S.A. Trust Centro Com. Megaplaza 33,903,607 22,455,030 77,278,170 Bancolombia S.A Inm. Subsidiary of Bucaramanga subsidiary S.A.S Trust Parque Caracolí 122,308,255 42,370,802 24,791,889 ASSETS (*) In June 2014 the collateral for Banco Estado, Banco Santander and Banco de Chile was cancelled. (**) On December 29, 2014 the early redemption of all Seres G bonds was carried out. CONTINGENT LIABILITIES: • On November 20, 2013 Parque Arauco S.A., was notified of the ruling condemning it to pay M$570,051 for the alleged violation of article 145 L.G.U.C (General Law for Urban Planning and Construction). On November 26, 2013 an appeal was filed against the ruling, which was admitted for proceeding as of December 17 of that same year by the Court of Appeals of Santiago. On March 17, 2014 a non-applicability appeal was filed for the unconstitutionality of article 20 of the L.G.U.C., which was admitted on April 10, 2014, and the process and ruling on the aforementioned appeal were suspended until the basis of the appeal for non-applicability is resolved. • On September 29, 2005, Parque Arauco S.A. was notified of a file for compensation for damages for extracontractual liability for a project to be carried out in Arauco Maipú, which in the end was not carried out. Initially, the claimants requested the payment of M$954,650. The first instance ruling (April 2013) was favorable for Parque Arauco, rejecting the entirety of the claim. On July 3, 2014. The Court of Appeals of Santiago partially revoked the first instance ruling, condemning Parque Arauco S.A. to pay M$135,092. On November 5, 2014, Parque Arauco S.A. appealed against the second instance ruling, whose resolution is still pending. CONSOLIDATED FINANCIAL STATEMENTS • The arbitration claim filed by Compañía de Seguridad Privada S.A., requesting the forced fulfillment of a service contract entered into on January 2, 2011, as well as compensation for the alleged damages resulting from early termination of said contract, was resolved by the arbitration tribunal on June 19, 2013, partially sustaining the claim filed by Compañía de Seguridad S.A.. Both parties filed a complaint against the judgment, which were dismissed by the Court of Appeals of Santiago. Subsequently, on November 22, 2013, a preliminary ruling for the withholding of money was issued for the amount of the arbitration sentence of M$232,057, in order to ensure the indemnification action that had been brought against Compañía de Seguridad S.A.. To date, the lawsuit is at the discussion stage. In response to this action, Compañía de Seguridad Privada S.A. replied and filed a counterclaim for damages. Currently, the reply to the main lawsuit has been concluded and the resolution of the dilatory defense filed by Parque Arauco S.A. regarding the counterclaim are still pending. 43 NOTE 17 PROVISIONS FOR EMPLOYEE BENEFITS The details of the provisions for current employee benefits on December 31, 2014 and 2013, were the following: CURRENT Shares in profits and bonds 12.31.2014 M$ 12.31.2013 M$ 2,421,437 1,787,833 Vacations 667,222 516,785 Other employee benefits 423,168 64,390 3,511,827 2,369,008 PROVISIONS FOR EMPLOYEE BENEFITS NOTE 18 TRADE ACCOUNTS AND OTHER ACCOUNTS PAYABLE Trade Accounts and Other Accounts Payable on December 31, 2014 and 2013, were the following: CURRENT Suppliers(1) Notes payable Retentions Misc. Lenders Dividends payable TOTALS 12.31.2014 M$ 12.31.2013 M$ 10,967,262 10,833,779 8,446 7,994 56,916 576,360 278,458 514,938 17,068,120 12,797,610 28,379,202 24,730,681 (1) The details of suppliers up-to-date on their payments and those with outstanding payments as of December 31, 2014 and 2013 were the following: A) SUPPLIERS UP-TO-DATE ON PAYMENTS TYPE OF SUPPLIER Goods Services TOTAL UP TO 30 DAYS M$ 31-60 M$ 61-90 M$ 91-120 M$ 121-365 M$ 366 AND ABOVE M$ TOTAL M$ 12.31.2014 8,809,092 - - - - - 8,809,092 2,127,174 - - - - - 2,127,174 10,936,266 - - - - - 10,936,266 TOTAL M$ 12.31.2013 6,825,655 AMOUNT PER PAYMENT PERIOD TYPE OF SUPPLIER UP TO 30 DAYS M$ 31-60 M$ 61-90 M$ 91-120 M$ 121-365 M$ 366 AND ABOVE M$ Goods 6,719,485 106,170 - - - - Services TOTAL 3,235,111 57,167 - - - - 3,292,278 9,954,596 163,337 - - - - 10,117,933 CONSOLIDATED FINANCIAL STATEMENTS AMOUNT PER PAYMENT PERIOD 44 B) SUPPLIERS WITH OUTSTANDING PAYMENTS AMOUNT PER PAYMENT PERIOD TYPE OF SUPPLIER UP TO 30 DAYS M$ 31-60 M$ 61-90 M$ 91-120 M$ 121-365 M$ 366 AND ABOVE M$ TOTAL M$ 12.31.2014 Goods - - - - - - - Services - 20,372 10,624 - - - 30,996 TOTAL - 20,372 10,624 - - - 30,996 AMOUNT PER PAYMENT PERIOD TYPE OF SUPPLIER UP TO 30 DAYS M$ 31-60 M$ 61-90 M$ 91-120 M$ 121-365 M$ 366 AND ABOVE M$ TOTAL M$ 12.31.2014 Goods - 246,186 110,344 100,702 95,435 - 552,667 Services - 112,647 24,517 24,699 1,316 - 163,179 TOTAL - 358,833 134,861 125,401 96,751 - 715,846 NOTE 19 OTHER NON-FINANCIAL LIABILITIES Other Non-Financial Liabilities as of December 31, 2014 and 2013, were the following: CURRENT M$ ITEM Deferred revenues from leases and collateral Cash collateral (1) Other liabilities OTHER NON-FINANCIAL LIABILITIES NON-CURRENT M$ 12.31.2014 CURRENT M$ NON-CURRENT M$ 12.31.2013 993,889 3,897,364 870,634 3,227,007 - 6,308,911 - 5,706,596 722,611 121,047 3,052,777 - 1,716,500 10,327,322 3,923,411 8,933,603 (1)Collateral is retained until the expiration of the lease contracts and is then returned to the clients. NOTE 20 The details and changes of funds in the Net Equity accounts are shown in the Consolidated Statement of Changes in Equity. term structured institutional bonds, so as to ensure that the company´s revenue flows and financial obligations are similar in duration. I) CAPITAL II) INFORMATION ON COMPANY OBJECTIVES, POLICIES AND PROCESSES FOR CAPITAL MANAGEMENT The Company invests free cash flow in financial instruments such as purchase agreements, mutual funds, term deposits, etc., depending on what is most convenient in terms of risk-return ratio and liquidity. With respect to the financing policy, it consists of attracting capital markets resources in order to finance projects that enable Company growth, complying with the covenants set forth in outstanding obligations. As for financial liabilities, these mainly consist of bank loans and long- Investment and Financing Policies The Company has an investment program whose policy is aimed at maintaining its leadership in the sector and developing profitable projects, endowing its activity with differentiating factors and developing new areas of business. At the same time, it keeps adequate levels of working capital and debt in accordance with its cash flows. CONSOLIDATED FINANCIAL STATEMENTS EQUITY 45 NOTE 20 EQUITY (CONTINUED) Dividend Policy At the closing of the financial statements, the company determined the following distributable net income: DESCRIPTION 12.31.2014 M$ 12.31.2013 M$ Net income attributable to the Company equity holders 57,749,400 55,280,589 (20,749,103) (20,073,888) 7,074,893 5,310,568 44,075,190 40,517,269 Fair value adjustment investment properties Determined deferred tax DISTRIBUTABLE PROFITS OF COMPANY EQUITY HOLDERS III) MOVEMENT OF ORDINARY SHARE CAPITAL TO ORDINARY SHARES SINGLE SERIES DESCRIPTION OF SHARE CAPITAL CLASS TO ORDINARY SHARES 12.31.2014 12.31.2013 Outstanding shares, opening balance 702,747,054 702,747,054 Options executed during the period/financial year 115,000,000 - OUTSTANDING SHARES, CLOSING BALANCE 817,747,054 702,747,054 3,250,000 3,250,000 On December 7, 2010 the Company purchased 3,250,000 shares of its own stock. This share packet was used to implement a compensation plan for the Company’s executives, which was unanimously approved by the Extraordinary Shareholders Meeting held on April 22, 2010. The main features of the compensation program are: 1) The purchase, charged to retained earnings, as required by law, of own shares representing no more than 2% of all shares issued, subscribed and paid. the secondary market a representative amount of up to 1% of the Company’s share capital within any 12-month period, without the need to apply the pro-rata procedure. 3) The duration of the Program would be of 5 years as of the date of the Extraordinary Shareholders Meeting approving it. The Board of Directors decides the amount and timing for the purchase of the Company’s own shares by virtue of the Program. The totality of own shares purchased by virtue of the program for the purchase of shares (the “Program”) must be fully paid and free of any liens and encumbrances. 4) The purchase price of the shares is to be determined by the Company’s Board of Directors on each occasion if the corresponding Extraordinary Shareholders Meeting agrees to delegate this faculty as per the conditions of article 27 A of Law No.18.046. 2) The purchase of the shares must be carried out in accordance with article 27 B of Law No.18.046. That is, they are to be purchased through stock exchange systems that allow the pro-rata purchase of received shares. If these are not sufficient for the target percentage to be purchased, the reminder may be purchased in the secondary market. Notwithstanding the above, the Extraordinary Shareholders Meeting would authorize the Board of Directors to purchase in 5) The aim of Program would be to establish a Compensation Plan, and the corresponding Extraordinary Shareholders Meeting could give ample powers to the Board to freely determine all matters related to the Compensation Plan, as well as to determine all matters related to the options that are part of the plan, including the periods when the options are valid, the timeframes, opportunities and other for their acceptance or execution, the employees that shall benefit, the number CONSOLIDATED FINANCIAL STATEMENTS TREASURY SHARES 46 NOTE 20 EQUITY (CONTINUED) III) MOVEMENT OF CAPITAL IN COMMON SHARES OF COMMON STOCK (CONTINUED) 6) The shares must be sold within 5 years at the most, as of the moment of their purchase, as per the conditions of article 27 C of Law No.18.046, to the employees of the Company and its subsidiaries that the Company’s highest executives have determined fulfill the necessary requirements to be beneficiaries of the Compensation Plan. A preferential offer of shares to the shareholders is not mandatory. The requirements for being a beneficiary of the Compensation Plan will be previously established by the Board of Directors. The sale to the employees shall be carried out at a price equal to the price paid should the shares be bought by the Company, which will be specified in UF (“Unidades de Fomento”). The price must be paid in cash. In the event that the shares purchased by virtue of the Program are not sold to the Company’s employees within the specified timeframe, the capital will be decreased. The Company officially awarded the Program to its beneficiaries as of March 2011, date officially registered as per the provisions of IFRS 2. On April 7, 2011 the Extraordinary Shareholders Meeting authorized the sale of 3,250,000 of its own shares, which were initially meant to be allocated to a compensation plan for Company executives. The shares were not sold, but used for compensation plans, as specified in the following paragraph iv). At the same Extraordinary Shareholders Meeting a capital increase was approved for the amount of $110,000,000,000, through the issue of 100,000,000 registered shares, of a single series and without par value. From this issue, 10,000,000 were allocated to compensation plans for Company executives. On July 21, 2011 at an Extraordinary Shareholders Meeting, it was agreed to set the issuance price of each of the 90,000,000 ordinary payment shares at $950, without par value, to be offered preferentially to the Company’s shareholders, charged against the capital increase agreed by the Extraordinary Shareholders Meeting held on April 7, 2011. To date, the totality of the 90,000,000 ordinary payment shares have been subscribed and paid. On October 23, 2013 at an Extraordinary Shareholders Meeting a capital increase was approved for $115,000,000,000, through the issue of 127,777,777 registered paid shares, single series and without nominal value. From that issue, 12,777,777 shares are allocated to compensation plans for Company executives. At the Board of Directors’ session held on October 30, 2013, it was agreed to set the issuance price of each of the 115,000,000 ordinary payment shares at $900, without par value, offered preferentially to the Company’s shareholders, charged to the capital increase agreed at an Extraordinary Shareholders Meeting held on October 23, 2013. On February 7, 2014, the Superintendencia de Valores y Seguros approved and registered in the Securities Record under No. 994, the issue of 127,777,777 paid shares, single series and without nominal value, for the amount of M$115,000,000 , charged to the capital increase approved at an Extraordinary Shareholders Meeting held on October 23, 2013. The legal preferential option period was executed between February 18 and March 19, 2014, where the Company shareholders subscribed and paid 109,445,566 shares for a total of $98,501,009,400, at the price of $900 per share. The remaining 5,554,434 sharer were auctioned at the Santiago Stock Exchange on March 21, 2014 at the unit price of $971 per share. To date the totality of 115,000,000 ordinary payment shares have been subscribed and paid. This placing of shares generated a share premium through the sale of shares of M$200,964, which includes the placing expenses. IV) COMPENSATION PLANS BASED ON SHARES The Company’s Board of Directors, during its session held on July 25, 2013, and as per the agreements adopted at the Extraordinary Shareholders Meetings held on April 22, 2010 and April 7, 2011, resolved to grant the Company’s main executives options to subscribe a total of 13,250,000 Company shares. Part of those options were charged to the 3,250,000 shares purchased by the Company on December 7, 2010. The strike price was set at the equivalent amount in pesos, legal tender, at UF 0.0536 per share (Plan 1 B). The shares may be subscribed within a maximum term that ends on September 7, 2015. The other part of the options was granted to be charged against the 10,000,000 shares allocated for this purpose, in accordance with what was agreed at the Extraordinary Shareholders Meeting held on April 7, 2011. In this case, the strike price was set at the equivalent amount in pesos, legal tender, at UF 0.0433 per share (Plan 2 B). The options accrue annually starting on July 2013 until December of 2015, and the exercise term ends on January 7, 2016 at the latest. The cost of these options was calculated by applying the Black Scholes method to estimate the fair value as of their granting and the amount totals M$ 1,229,402, as provided by IRFS 2 (Payments Based on Shares). Additionally, the Company’s Board of Directors, during its session held on June 26, 2014, and in accordance with the agreements adopted at the Extraordinary Shareholders Meeting held on October 23, 2013, resolved to grant the Company’s main executives, options to subscribe a total of 12,777,777 Company shares. The strike price was set at the equivalent amount in pesos, legal tender, at UF 0.0382 per share. The options may be exercised as of June 2016, and the maximum term of exercise is September 28, 2018. The cost of these options was calculated by applying the Binomial method to estimate the fair value since they were granted, and the amount totals M$2,245,565 as per IRFS 2 (Payments Based on Shares). CONSOLIDATED FINANCIAL STATEMENTS of shares that shall be subject to the options offered and all other related matters. The above complies with the agreements adopted by the Extraordinary Shareholders Meeting and the legal provisions. 47 NOTE 20 EQUITY (CONTINUED) IV) COMPENSATION PLANS BASED ON SHARES (CONTINUED) Entry data used for the valuation of granted options: PLANS SHARE WEIGHTED AVERAGE PRICE STRIKE PRICE EXPECTED VOLATILITY % OPTION LIFE EXPECTED DIVIDENDS % RISK FREE INTEREST % Plan 1 B 955.05 1,248.59 27.72 2.1 years 2.4 0.465 Plan 2 B 955.05 1,008.65 52.54 2.3 years 2.4 0.465 Plan 3 B 1,050.70 926.64 20.96 4.2 years 2.7 0.352 The accounting effect is accrued on a linear basis as of the moment of their granting and until their maturity, thus placing the effect as a profit or loss under the item Remunerations. These plans mature in September and November 2015 and in September 2018. The effect on the result on December 31, 2014 corresponds to M$ 1,095,621 and its counterparty is recorded as Equity under the item Other reserves. V) UNREALIZED FAIR VALUE ADJUSTMENT (NET OF DEFERRED TAX) On December 31, 2014 the Company records as Equity earnings resulting from the fair value adjustment on investment properties, which are not part of the distributable profits while they are not realized. The following table shows the cumulative amount on December 31, 2014: AMOUNT M$ First implementation (01/01/2009) 61,027,858 Financial year 2009 28,434,100 Financial year 2010 12,028,082 Financial year 2011 9,692,241 Financial year 2012 5,054,461 Financial year 2013 14,763,320 Financial year 2014 13,674,210 TOTAL ACCUMULATED FAIR VALUE ADJUSTMENT ON 12/31/2014: 144,674,272 CONSOLIDATED FINANCIAL STATEMENTS PERIOD 48 NOTE 20 EQUITY (CONTINUED) VI) CHANGES IN EQUITY 12.31.2014 M$ 12.31.2013 M$ 5,327,072 7,274,274 825,851 17,292 (424,665) (1,982,226) 451 17,732 Other 1,337,308 - CHANGE 1,738,945 (1,947,202) CLOSING BALANCE 7,066,017 5,327,072 FOREIGN EXCHANGE DIFFERENCES RESERVE 12.31.2014 M$ 12.31.2013 M$ (15,550,284) (16,554,724) Interest in Chile 25,768,943 11,316,499 Interest in Peru (7,851,485) (8,279,838) Interest in Colombia (12,322,157) (2,032,221) 5,595,301 1,004,440 (9,954,983) (15,550,284) OPENING BALANCE Interest in Chilean companies Interest in Parque Arauco Peru S.A. Interest in Parque Arauco Colombia S.A. OPENING BALANCE CHANGE CLOSING BALANCE INCREASE (DECREASE) FROM TRANSFERS AND OTHER CHANGES 12.31.2014 RETAINED OTHER MISC. EARNINGS RESERVES (ACCUM.) LOSSES M$ M$ 12.31.2013 MINORITY INTEREST M$ RETAINED OTHER MISC. EARNINGS RESERVES (ACCUM.) LOSSES M$ M$ MINORITY INTEREST M$ Interest in Chilean companies 825,851 (6,412,969) - 17,292 109,529 - Interest in Parque Arauco Peru S.A. (424,665) (2,111,092) - (1,982,226) 1,450,384 - Interest in Parque Arauco Colombia S.A. 451 84,786 - 17,732 (193,108) - Other (1) (2) 1,337,308 (7,508,569) 14,237,386 - - 12,420,844 CHANGE 1,738,945 (15,947,844) 14,237,386 (1,947,202) 1,366,805 12,420,844 (1) Changes in Minority Interest correspond to the effect of Equity from subsidiaries where Parque Arauco S.A.´s interest is not 100%. (2) See Note 14 number 1. CONSOLIDATED FINANCIAL STATEMENTS OTHER MISC. RESERVES 49 NOTE 20 EQUITY (CONTINUED) VI) CHANGES IN EQUITY (CONTINUED) On December 31, 2014 and 2013 Changes in Minority Interest were the following: PERCENTAGE SHARE M$ TOTAL ASSETS M$ TOTAL LIABILITIES M$ COMPANY EQUITY M$ PERCENTAGE EQUITY INTEREST M$ COMPANY INCOME M$ PERCENTAGE INCOME INTEREST M$ ID NO. COMPANY NAME COUNTRY FUNCTIONAL CURRENCY 20423264617 Inmuebles Panamericana S.A. Peru Peruvian Nuevo Sol 50.00% 236,486,523 120,317,759 116,168,764 58,778,578 10,182,398 4,745,513 20513561106 Sociedad de Inversiones y Gestión S.A.C. Peru Peruvian Nuevo Sol 50.00% 14,484,855 4,433,738 10,051,204 5,021,190 283,033 141,517 20524082374 Inversiones Bairiki S.A.C. Peru Peruvian Nuevo Sol 50.00% 2,360,611 1,232,641 1,127,971 563,495 (812,019) (406,010) 20550880041 Strip Centers del Peru S.A. Peru Peruvian Nuevo Sol 49.00% 26,872,200 8,461,536 18,410,664 9,013,384 (1,723,254) (844,394) 20543346218 Inmobiliaria Kotare S.A.C. Peru Peruvian Nuevo Sol 50.00% 1,171,081 61,216 1,109,865 554,450 (46,103) (23,052) 900.079.790-5 Eje Construcciones S.A.S. Colombia Colombian Peso 45.00% 38,869,087 2,469,564 36,399,524 16,365,547 (1,342,257) (604,016) 900.252.139-0 Inversiones Inmob. Arauco Alameda S.A. Colombia Colombian Peso 45.00% 77,297,780 11,508,662 65,789,118 29,579,368 (6,019,121) (2,708,604) 76.111.950-8 Desarrollos Inmobiliarios San Antonio S.A. Chile Chilean Peso 49.00% 27,263,919 32,206,408 (5,607,865) (2,747,854) (732,934) (359,138) 96.547.010-7 Inmobiliaria Paseo de la Estación S.A. Chile Chilean Peso 17.00% 112,307,707 37,666,009 73,793,011 12,544,812 10,703,461 1,819,588 76.187.012-2 Centros Comerciales Vecinales Arauco Express S.A. Chile Chilean Peso 49.00% 39,082,957 14,451,876 24,631,081 12,069,228 2,594,328 1,271,220 76.263.221-7 Centro Comercial Arauco Express Ciudad Empresarial S.A. Chile Chilean Peso 20.00% 4,664,067 2,155,963 2,508,104 501,621 53,728 10,746 142,243,819 3,043,370 PERCENTAGE SHARE M$ TOTAL ASSETS M$ TOTAL LIABILITIES M$ COMPANY EQUITY M$ PERCENTAGE EQUITY INTEREST M$ COMPANY INCOME M$ PERCENTAGE INCOME INTEREST M$ ID NO. COMPANY NAME COUNTRY FUNCTIONAL CURRENCY 20423264617 Inmuebles Panamericana S.A. Peru Peruvian Nuevo Sol 50.00% 193,624,116 100,703,001 93,823,128 46,911,564 10,669,445 5,334,724 20513561106 Sociedad de Inversiones y Gestión S.A.C. Peru Peruvian Nuevo Sol 50.00% 12,986,594 3,963,840 9,000,303 4,500,151 (136,871) (68,435) 20524082374 Inversiones Bairiki S.A.C. Peru Peruvian Nuevo Sol 50.00% 2,165,503 365,855 1,795,170 897,585 (525,534) (262,767) 20550880041 Strip Centers del Peru S.A. Peru Peruvian Nuevo Sol 49.00% 16,602,147 4,658,900 11,913,528 5,837,629 278,208 136,322 20543346218 Inmobiliaria Kotare S.A.C. Peru Peruvian Nuevo Sol 50.00% 1,086,895 18,426 1,065,811 532,905 (31,228) (15,614) 900.079.790-5 Eje Construcciones S.A.S. Colombia Colombian Peso 45.00% 44,071,231 1,427,063 42,538,058 19,142,126 (9,835,997) (4,426,199) 900.252.139-0 Inversiones Inmob. Arauco Alameda S.A. Colombia Colombian Peso 45.00% 73,795,320 13,928,235 59,718,121 26,873,154 (16,540,577) (7,443,260) 76.111.950-8 Desarrollos Inmobiliarios San Antonio S.A. Chile Chilean Peso 49.00% 26,832,757 31,798,766 (6,415,190) (3,143,443) (626,597) (307,033) 96.547.010-7 Inmobiliaria Paseo de la Estación S.A. Chile Chilean Peso 17.00% 102,092,411 28,701,611 72,520,675 12,328,515 11,504,644 1,955,789 76.187.012-2 Centros Comerciales Vecinales Arauco Express S.A. Chile Chilean Peso 62.46% 26,993,700 10,015,314 16,978,387 10,604,227 (388,126) (242,413) 76.263.221-7 Centro Comercial Arauco Express Ciudad Empresarial S.A. Chile Chilean Peso 20.00% 4,085,735 1,692,486 2,393,249 478,650 373,085 TOTAL AS OF 12.31.2013 124,963,063 74,617 (5,264,269) CONSOLIDATED FINANCIAL STATEMENTS TOTAL AS OF 12.31.2014 50 NOTE 21 EARNINGS PER SHARE Basic earnings per share are calculated by dividing the net earnings of the year attributable to the parent company by the weighted average number of ordinary outstanding shares during the year. a) The basic and diluted earnings (losses) per share on December 31, 2014 and 2013 were the following: 12.31.2014 M$ BASIC 12.31.2014 M$ DILUTED 12.31.2013 M$ BASIC 12.31.2013 M$ DILUTED Earnings (loss) attributable to equity holders 57,749,400 57,749,400 55,280,589 55,280,589 Earnings available to common shareholders 57,749,400 57,749,400 55,280,589 55,280,589 788,152 812,214 699,497 712,747 73,27 71,10 79,03 77,56 Weighted average number of shares BASIC EARNINGS (LOSSES) PER SHARE NOTE 22 ORDINARY INCOME AND COSTS Income from operations corresponds to the billing of minimum and percentage-based leases, basic services and other services, provided at the closing of each period and are recorded on a linear basis in accordance with valid contracts with clients. Below are income and costs details as of December 31, 2014 and 2013: ORDINARY INCOME AND COSTS 12.31.2014 M$ 12.31.2013 M$ Ordinary income 125,886,312 107,318,830 (28,606,149) (22,307,202) 97,280,163 85,011,628 Cost of sales GROSS MARGIN On December 31, 2014 and 2013 total income from leases, approximately 84% and 83% corresponds to fixed leases and 16% and 17% correspond to variable leases, respectively. 2014 M$ 2013 M$ Income from leases 93,220,081 92,489,372 Other income 32,666,231 14,829,458 125,886,312 107,318,830 INCOME FROM ORDINARY ACTIVITIES TOTAL ORDINARY INCOME CONSOLIDATED FINANCIAL STATEMENTS The composition of income from ordinary activities for each period is: 51 Below are the main costs of sales and administrative expenses: 2014 M$ 2013 M$ Depreciation (715,082) (578,042) Amortization (2,873,720) (2,203,448) Remunerations (16,385,615) (12,635,147) (959,495) (1,021,252) Other (*) (22,987,562) (19,205,948) TOTAL COSTS AND EXPENSES (43,921,474) (35,643,837) COSTS AND EXPENSES Provisions for bad debts (*) Includes net of income costs and expenses related to the collection of “shared expenses” from tenants. Income from Operating assets and Projected assets on December 31, 2014 and 2013 was the following: ITEM OPERATING ASSETS M$ PROJECTED ASSETS M$ 12.31.2014 M$ 125,507,646 378,666 125,886,312 (40,848,858) (3,072,616) (43,921,474) OPERATING ASSETS M$ PROJECTED ASSETS M$ 12.31.20143 M$ 107,028,486 290,344 107,318,830 (34,584,004) (1,059,833) (35,643,837) Revenue from ordinary activities Administrative costs/expenses ITEM Revenue from ordinary activities Administrative costs/expenses NOTE 23 EMPLOYEE BENEFITS AND EXPENSES Employee benefits and expenses on December 31, 2014 and 2013, were the following: STAFF EXPENSES 12.31.2014 M$ 12.31.2013 M$ Wages and salaries (13,105,089) (10,749,833) (2,026,169) (1,611,171) Short-term benefits to employees Other staff expenses TOTAL (1,254,357) (274,143) (16,385,615) (12,635,147) NOTE 24 Financial income is derived from the investment of Company cash surpluses, mainly in term deposits, repurchase agreements, mutual funds and trust funds. On December 31, 2014 and 2013, Parque Arauco S.A. showed average cash surpluses of M$115,730,383 and M$77,261,719, with an annual effective rate of 4.0% and 5.2%, which generated income of M$4,605,580 and M$3,983,554, respectively. On December 31, 2014 and 2013 the Company held financial obligations in Unidades de Fomento (inflation linked currency in Chile) for M$288,678,432 and M$251,372,220, in Chilean pesos for M$25,447,014 and M$50,400,996, in U.S. dollars for M$49,697,294 and M$ 43,023,819, in Colombian pesos for M$40,525,107 and M$ 37,505,347 and in Peruvian Nuevo Sol for M$53,652,759 and M$50,663,612, respectively. These financial obligations were on average M$455,240,882 and M$398,280,436 on December 31, 2014 and 2013, with an effective annual rate of 5.67% and 4.81%, generating financial expenses of M$25,825,240 and M$ 19,150,007, respectively. ITEMS Financial income Financial expenses 12.31.2014 M$ 12.31.2013 M$ 4,605,580 3,983,554 (25,825,240) (19,150,007) CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL INCOME AND FINANCIAL EXPENSES 52 NOTE 25 EFFECT OF FOREIGN EXCHANGE RATE VARIATION Results from exchange rate differences correspond to the weighted result of changes from foreign currency assets and liabilities during the period. 12.31.2014 M$ 12.31.2013 M$ 889,035 (279,889) 5,595,301 1,004,440 12.31.2014 M$ 12.31.2013 M$ (758,405) (1,200,730) 2,671,788 784,059 (1,024,348) 136,782 889,035 (279,889) 12.31.2014 M$ 12.31.2013 M$ Depreciation (715,082) (578,042) Amortization (2,873,720) (2,203,448) TOTAL (3,588,802) (2,781,490) ITEMS 12.31.2014 UF 12.31.2013 UF Financial institutions (4,929,502) (3,410,225) Bonds (2,893,746) (3,027,803) Other (1) (2,116,224) (4,503,777) TOTAL (9,939,472) (10,941,805) 1,317,54 468,81 M$ M$ (13,095,652) (5,129,628) ITEMS Foreign exchange differences Foreign exchange differences reserves (1) EXCHANGE DIFFERENCES Financial obligations Transactions related companies Other TOTAL (1) Changes in Foreign exchange differences reserves are shown in Note 20 vi). NOTE 26 DEPRECIATION AND AMORTIZATION ITEMS NOTE 27 INCOME (LOSS) FOR INDEXED ASSETS AND LIABILITIES UF VARIATION INCOME (LOSS) FOR INDEXED ASSETS AND LIABILITIES (1) Corresponds mainly to collateral, term deposits, effects on derivative instruments and others. CONSOLIDATED FINANCIAL STATEMENTS Income (loss) for indexed assets and liabilities corresponds to the weighted results from changes in assets and liabilities in inflation linked currency that occurred during the period. 53 NOTE 28 OTHER INCOME (LOSSES) CONCEPTOS 12.31.2014 M$ 12.31.2013 M$ Tax expenses (599,962) (1,287,931) Compensation and settlements expenses (50,090) (1,889,594) Patents investment companies (195,022) (299,829) Expenses on projects and analysis (614,452) (1,202,054) Legal and judicial process expenses (270,065) (2,350,472) Other (322,558) (250,261) (2,052,149) (7,280,141) Other income 591,945 886,283 TOTAL INCOME 591,945 886,283 (1,460,204) (6,393,858) TOTAL EXPENSES TOTAL OTHER INCOME (LOSSES) CONSOLIDATED FINANCIAL STATEMENTS For Other income and/or losses, the Company has presented all items and transactions where the effect is separate from the Company’s common operation and that cannot be assigned to other items of the Income Statement. The items are the following: 54 NOTE 29 FOREIGN CURRENCY LIQUID ASSETS (PRESENTATION) 12.31.2014 M$ 12.31.2013 M$ Liquid assets 110,061,086 68,945,796 $ Re-adjustable 861 891 $ Non re-adjustable 33,342,267 23,271,355 Dollars 51,463,883 15,159,348 Peruvian Nuevo Sol 21,969,660 24,844,857 3,284,328 5,669,263 Colombian Peso Argentine Peso 87 82 110,061,086 68,945,796 861 891 $ Non re-adjustable 33,342,267 23,271,355 Dollars 51,463,883 15,159,348 Peruvian Nuevo Sol 21,969,660 24,844,857 3,284,328 5,669,263 87 82 Cash and cash equivalents $ Re-adjustable Colombian Peso Argentine Peso Other current financial assets - - $ Re-adjustable - - $ Non re-adjustable - - Dollars - - Peruvian Nuevo Sol - - Colombian Peso - - Argentine Peso - - 26,464,024 25,072,725 928,823 1,275,783 SHORT AND LONG-TERM ACCOUNTS RECEIVABLE (PRESENTATION) $ Re-adjustable $ Non re-adjustable 12,445,694 13,298,519 Dollars 6,841,270 5,797,249 Peruvian Nuevo Sol 5,527,184 3,757,339 721,053 943,835 Colombian Peso Argentine Peso Trade and other accounts receivable, current 19,959,586 18,886,264 781,457 67,276 12,445,694 13,294,026 1,741,292 1,455,508 4,270,090 3,125,619 721,053 943,835 - - Rights receivable, non-current 326,999 808,364 $ Re-adjustable 142,557 666,316 - - $ Re-adjustable $ Non re-adjustable Dollars Peruvian Nuevo Sol Colombian Peso Argentine Peso $ Non re-adjustable Dollars 184,442 142,048 Peruvian Nuevo Sol - - Colombian Peso - - Argentine Peso Accounts receivable from related parties, current $ Re-adjustable - - 6,177,439 4,835,906 4,809 - - 4,493 Dollars 4,915,536 4,199,693 Peruvian Nuevo Sol $ Non re-adjustable 1,257,094 631,720 Colombian Peso - - Argentine Peso - - Accounts receivable from related parties, non-current - 542,191 $ Re-adjustable - 542,191 $ Non re-adjustable - - Dollars - - Peruvian Nuevo Sol - - Colombian Peso - - Argentine Peso - - 1,277,232,495 1,107,937,255 8,202,612 9,070,324 846,330,515 663,554,837 Remaining assets (Presentation) $ Re-adjustable $ Non re-adjustable Dollars 10,757,477 134,640,368 Peruvian Nuevo Sol 288,251,709 202,193,538 Colombian Peso 123,690,123 98,478,173 59 15 1,413,757,605 1,201,955,776 Argentine Peso Total Assets (Presentation) $ Re-adjustable $ Non re-adjustable 9,132,296 10,346,998 892,118,476 700,124,711 Dollars 69,062,630 155,596,965 Peruvian Nuevo Sol 315,748,553 230,795,734 Colombian Peso 127,695,504 105,091,271 146 97 Argentine Peso CONSOLIDATED FINANCIAL STATEMENTS Short and long-term accounts receivable (Presentation) 55 12.31.2013 M$ UP TO 90 DAYS AMOUNT FROM 91 DAYS TO 1 YEAR AMOUNT UP TO 90 DAYS AMOUNT FROM 91 DAYS TO 1 YEAR AMOUNT Current liabilities, Total 24,970,552 70,680,827 41,607,571 34,456,190 CURRENT LIABILITIES (PRESENTATION) $ Re-adjustable 14,149,859 37,610,241 8,345,389 21,885,510 $ Non re-adjustable 6,765,436 23,546,879 25,876,522 6,791,147 Dollars 1,373,758 1,730,928 1,643,044 779,288 240,623 5,299,725 3,549,972 2,754,994 2,440,876 2,493,054 2,192,644 2,245,251 Peruvian Nuevo Sol Colombian Peso - - - - Other financial liabilities, current Argentine Peso 20,835,525 31,219,682 21,855,887 13,869,898 $ Re-adjustable 13,963,383 13,792,568 8,222,009 9,415,940 $ Non re-adjustable 3,346,594 14,038,538 11,967,060 2,239,687 1,324,117 1,475,776 145,807 586,216 Dollars Peruvian Nuevo Sol Colombian Peso Argentine Peso - - 577,157 - 2,201,431 1,912,800 943,854 1,628,055 - - - - Bank loans 18,580,253 29,656,134 18,313,714 11,059,662 $ Re-adjustable 12,838,461 13,511,029 5,402,800 7,191,920 $ Non re-adjustable 3,346,594 14,038,538 11,967,060 2,239,687 193,767 193,767 - - - - - - 2,201,431 1,912,800 943,854 1,628,055 - - - - Collateralized obligations 1,389,798 1,068,697 3,264,404 1,813,134 $ Re-adjustable 1,033,565 - 2,687,247 1,813,134 - - - - Dollars Peruvian Nuevo Sol Colombian Peso Argentine Peso $ Non re-adjustable 356,233 1,068,697 - - Peruvian Nuevo Sol Dollars - - 577,157 - Colombian Peso - - - - Argentine Peso - - - - Financial leases 865,474 494,851 277,769 997,102 $ Re-adjustable 91,357 281,539 131,962 410,886 - - - - 774,117 213,312 145,807 586,216 $ Non re-adjustable Dollars Peruvian Nuevo Sol - - - - Colombian Peso - - - - Argentine Peso - - - - 4,135,027 39,461,145 19,751,684 20,586,292 186,476 23,817,673 123,380 12,469,570 3,418,842 9,508,341 13,909,462 4,551,460 49,641 255,152 1,497,237 193,072 Peruvian Nuevo Sol 240,623 5,299,725 2,972,815 2,754,994 Colombian Peso 239,445 580,254 1,248,790 617,196 - - - - Other Current Liabilities $ Re-adjustable $ Non re-adjustable Dollars Argentine Peso CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 M$ 56 NON-CURRENT LIABILITIES (PRESENTATION) Non-current liabilities, Total $ Re-adjustable 12.31.2013 M$ 13 MONTHS TO 5 YEARS AMOUNT MORE THAN 5 YEARS AMOUNT 13 MONTHS TO 5 YEARS AMOUNT MORE THAN 5 YEARS AMOUNT 281,199,747 256,779,394 192,240,952 298,344,075 83,316,170 156,951,249 74,395,978 108,405,573 $ Non re-adjustable 86,540,081 50,385,322 108,138,067 58,925,137 Dollars 48,565,040 122,701 5,265,033 38,054,812 Peruvian Nuevo Sol 42,490,744 31,596,071 4,017,077 58,025,116 20,287,712 17,724,051 424,797 34,933,437 - - - - 204,955,454 216,317,738 151,503,781 254,148,324 45,565,502 140,296,291 56,910,077 88,709,368 71,617,542 26,578,990 89,860,074 43,165,327 48,453,460 122,701 4,733,630 37,253,737 20,631,759 31,596,071 - 50,086,455 18,687,191 17,723,685 - 34,933,437 - - - - 175,248,679 101,549,714 129,115,832 149,788,013 Colombian Peso Argentine Peso Other financial liabilities, non-current $ Re-adjustable $ Non re-adjustable Dollars Peruvian Nuevo Sol Colombian Peso Argentine Peso Bank loans $ Re-adjustable 42,231,821 57,247,039 39,255,758 35,627,818 $ Non re-adjustable 71,617,542 26,578,990 89,860,074 43,165,327 Dollars 42,712,125 - - 36,061,431 Peruvian Nuevo Sol Colombian Peso Argentine Peso - - - - 18,687,191 17,723,685 - 34,933,437 - - - - Collateralized obligations 21,995,713 113,697,620 15,096,334 101,066,505 $ Re-adjustable 1,363,954 82,101,549 15,096,334 50,980,050 $ Non re-adjustable - - - - Dollars - - - - 20,631,759 31,596,071 - 50,086,455 Colombian Peso Peruvian Nuevo Sol - - - - Argentine Peso - - - - Financial leases 7,711,062 1,070,404 7,291,615 3,293,806 $ Re-adjustable 1,969,727 947,703 2,557,985 2,101,500 $ Non re-adjustable Dollars Peruvian Nuevo Sol - - - - 5,741,335 122,701 4,733,630 1,192,306 - - - - Colombian Peso - - - - Argentine Peso - - - - Other Non-current liabilities 76,244,293 40,461,656 40,737,171 44,195,751 $ Re-adjustable 37,750,668 16,654,958 17,485,901 19,696,205 $ Non re-adjustable 14,922,539 23,806,332 18,277,993 15,759,810 Dollars Peruvian Nuevo Sol Colombian Peso Argentine Peso 111,580 - 531,403 801,075 21,858,985 - 4,017,077 7,938,661 1,600,521 366 424,797 - - - - - CONSOLIDATED FINANCIAL STATEMENTS 12.31.2014 M$ 57 NOTE 30 SUMMARIZED FINANCIAL STATEMENTS FROM THE MAIN SUBSIDIARIES 12.31.2014 M$ COMERCIAL ARAUCO LTDA. CONSTRUCTORA Y ADMINISTRADORA UNO S.A. PARQUE ARAUCO INTERNACIONAL S.A. TODO ARAUCO S.A. DESARROLLOS INMOBILIARIOS SAN ANTONIO S.A. INVERSIONES PARQUE ARAUCO UNO S.A. PLAZA EL ROBLE S.A. ARAUCO EXPRESS S.A. INVERSIONES PARQUE ARAUCO DOS S.A. INMOBILIARIA PASEO DE LA ESTACIÓN S.A. NUEVA ARAUCO SPA Current assets - 3,048,255 110,018,925 2,716,240 939,849 77,340 2,160,111 4,354,920 464,171 15,491,569 67,973 Non-current assets - 111,599,205 466,150,211 55,034,403 26,324,070 6,709,112 41,365,005 39,321,423 27,207,727 96,816,138 363,675 TOTAL ASSETS - 114,647,460 576,169,136 57,750,643 27,263,919 6,786,452 43,525,116 43,676,343 27,671,898 112,307,707 431,648 Current liabilities 2,187 2,309,547 23,707,651 46,845,994 701,542 421 560,580 2,719,767 550,986 10,333,573 776,788 - 34,005,367 175,700,289 4,818,756 31,504,866 5,987,588 20,888,600 15,823,874 21,170,903 27,332,436 - 2,187 36,314,914 199,407,940 51,664,750 32,206,408 5,988,009 21,449,180 18,543,641 21,721,889 37,666,009 776,788 Revenues - 37,044,597 46,226,804 6,616,927 5,165,928 96,404 6,519,290 4,997,365 7,070,450 19,979,463 - Expenses (849) (15,322,885) (41,662,442) (9,363,996) (5,977,552) (463,102) (8,243,957) (2,392,291) (4,470,745) (9,281,361) (339,696) NET PROFIT (LOSS) (849) 21,721,712 4,564,362 (2,747,069) (811,624) (366,698) (1,724,667) 2,605,074 2,599,705 10,698,102 (339,696) CONSTRUCTORA Y COMERCIAL ADMINISTRADORA UNO ARAUCO LTDA. S.A. SOC. DE INVERSIONES INTERNACIONALES PARQUE ARAUCO S.A. TODO ARAUCO S.A. DESARROLLOS INMOBILIARIOS SAN ANTONIO S.A. INVERSIONES PARQUE ARAUCO UNO S.A. PLAZA EL ROBLE S.A. ARAUCO EXPRESS S.A. INVERSIONES PARQUE ARAUCO DOS S.A. INMOBILIARIA PASEO DE LA ESTACIÓN S.A. PARQUE ARAUCO COLOMBIA S.A. Non-current liabilities TOTAL LIABILITIES 12.31.2013 M$ Current assets - 3,150,845 59,845,593 1,306,568 1,213,809 50,226 1,273,295 3,645,347 3,483,840 8,764,139 6,977,951 Non-current assets - 91,621,960 250,237,690 37,349,944 25,618,948 6,572,962 35,557,582 25,869,095 25,041,274 93,328,272 133,928,012 TOTAL ASSETS - 94,772,805 310,083,283 38,656,512 26,832,757 6,623,188 36,830,877 29,514,442 28,525,114 102,092,411 140,905,963 Current liabilities 1,338 2,349,846 16,174,503 22,128,704 697,765 97,434 1,195,765 623,048 359,445 5,403,128 6,102,820 - 33,942,379 120,751,577 7,557,060 31,101,001 5,414,880 12,883,084 11,436,067 25,028,247 23,298,483 36,572,493 1,338 36,292,225 136,926,080 29,685,764 31,798,766 5,512,314 14,078,849 12,059,115 25,387,692 28,701,611 42,675,313 Revenues - 16,689,145 24,035,248 3,513,594 4,598,948 - 5,171,145 2,239,233 2,822,490 16,318,807 7,699,182 Expenses (692) (3,533,094) (14,626,387) (146,898) (5,312,633) (327,325) (4,329,549) (2,554,521) (4,250,476) (4,871,493) (28,656,940) NET PROFIT (LOSS) (692) 13,156,051 9,408,861 3,366,696 (713,685) (327,325) 841,596 (315,288) (1,427,986) 11,447,314 (20,957,758) Non-current liabilities TOTAL LIABILITIES CONSOLIDATED FINANCIAL STATEMENTS The financial statements of the main subsidiaries on December 31, 2014 and 2013, are the following: 58 NOTE 31 OPERATIONAL DIVISIONS The Company management decided to segment the business by geographical regions, separating its operations in Chile, Peru, and Colombia. Such organization enables for each division to be managed individually at the country level. The determining factors for this decision are measurements of each country´s position in comparison to Chile, and other specific commercial factors such as the contractual terms and conditions established with the operators in each country, the currency for operation, and the maturity of the business. The Others segment includes holding companies related to operations outside Chile. Since it is investment that determines the position held in companies in Argentina and other countries outside of Chile, assets are primarily advance payments for project development. 12.31.2014 CLASSIFIED STATEMENT OF FINANCIAL POSITION Current assets Non-current assets Current liabilities CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ 51,717,532 103,066,087 4,965,631 1,987,207 161,736,457 785,870,938 317,827,478 141,377,740 6,944,992 1,252,021,148 71,943,728 15,894,852 7,520,427 292,372 95,651,379 362,278,852 136,675,358 39,024,861 70 537,979,141 CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ Current assets 50,285,030 59,823,888 6,974,696 23,969 117,107,583 Non-current assets 707,969,212 249,876,914 126,730,039 272,028 1,084,848,193 53,801,124 16,146,287 6,051,981 64,369 76,063,761 335,660,034 119,024,941 34,320,604 1,579,448 490,585,027 CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ 82,050,615 33,481,256 10,354,441 - 125,886,312 (16,327,559) (8,426,596) (3,851,994) - (28,606,149) 65,723,056 25,054,660 6,502,447 - 97,280,163 Income tax (5,141,783) (5,560,012) (776,428) (266,177) (11,744,400) Other income (losses) 8,368,726 (2,633,166) (10,721,001) 1,462,108 (3,523,333) Financial income 2,628,991 1,689,394 274,462 12,733 4,605,580 Non-current liabilities 12.31.2013 CLASSIFIED STATEMENT OF FINANCIAL POSITION Current liabilities Non-current liabilities 12.31.2014 INCOME STATEMENT Revenue from ordinary activities Cost of sales GROSS PROFIT Financial expenses (15,319,783) (7,073,481) (3,431,976) - (25,825,240) NET PROFIT (LOSS) 56,259,207 11,477,395 (8,152,496) 1,208,664 60,792,770 CONSOLIDATED FINANCIAL STATEMENTS The main items are: Current assets, Cash and cash equivalents, Trade and other accounts receivable, and Current tax assets and Non-current assets, Investment properties, Liabilities; Other current and non-current financial liabilities (Financial obligations). 59 12.31.2013 INCOME STATEMENT CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ 75,584,386 24,035,262 7,699,182 - 107,318,830 (12,805,099) (6,894,877) (2,607,226) - (22,307,202) GROSS PROFIT 62,779,287 17,140,385 5,091,956 - 85,011,628 Income tax (3,677,917) (5,790,186) 700,351 (43,561) (8,811,313) Other income (losses) 11,046,668 2,183,575 (24,546,601) 298,816 (11,017,542) Financial income 2,430,202 1,121,811 421,161 10,380 3,983,554 (11,486,379) (5,033,368) (2,630,260) - (19,150,007) 61,091,861 9,622,217 (20,963,393) 265,365 50,016,320 12.31.2014 CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ Depreciation (361,750) (260,338) (92,994) - (715,082) Amortization (2,316,883) (515,003) (41,834) - (2,873,720) 12.31.2013 CHILE M$ PERU M$ COLOMBIA M$ OTHER M$ TOTAL M$ Depreciation (381,984) (170,494) (25,336) (228) (578,042) Amortization (1,747,621) (443,794) (12,033) - (2,203,448) Revenue from ordinary activities Cost of sales Financial expenses NET PROFIT (LOSS) Other items NOTE 32 OPERATING LEASES Parque Arauco S.A. and its subsidiaries have operating lease contracts with the operators and tenants of their shopping centers. The contracts yield minimum revenues from leases and also variable income. The latter is determined based on the sales of the lessee. ON 12.31.2014 M$ 0N 12.31.2013 M$ Less than one year 104,859,280 95,416,387 From 1 to 5 years 434,814,269 397,194,623 More than 5 years 573,703,503 529,633,927 1,113,377,052 1,022,244,937 MINIMUM PAYMENTS TOTAL The main obligations of Parque Arauco S.A. as a tenant are under the financial lease regime and are shown in Notes 13 and 15. CONSOLIDATED FINANCIAL STATEMENTS Future minimum payments receivable per operating lease contracts outstanding on December 31, 2014 and 2013 are estimated at the following amounts: 60 NOTE 33 MANAGEMENT OF FINANCIAL RISKS The Corporate Finance Management Team is responsible for obtaining financing for the activities carried out by each company and for the management of exchange rate risk, interest rate risk, liquidity risk, inflation risk and credit risk. These functions operate as per a framework of policies and procedures which are regularly revised to fulfill the objective of managing financial risk resulting from business needs. According to the financial risk management policies, the Company uses derivative instruments with the sole purpose of hedging exposure to exchange rate and interest rate risks resulting from the Company’s operations and its financing sources. The Company does not acquire derivatives for the purpose of speculation. EXCHANGE RATE RISKS The Company is exposed to exchange rate risks from: a) its net exposure to assets and liabilities in foreign currency and b) cash flows form the subsidiaries in Peru and Colombia as dividends. The Company’s greatest exposure to exchange rate risk is the variation of the Chilean peso with respect to the US dollar, Colombian peso and Peruvian Nuevo Sol. On December 31, 2014, the Company held financial obligations in US dollars for M$49,697,294 which represents 10.85% of all financial obligations, M$40,525,107 in Colombian pesos, which represent 8.85% and M$53,652,759 in Peruvian Nuevo Sol which represent 11.71%. The remaining debt, of M$288,678,432 is in inflation indexed Chilean pesos and M$25,447,014 in Chilean pesos. The main accounting effects derived from the variation of US dollars with respect to Chilean pesos (1% appreciation), are the following: NET AMOUNT (ASSET-LIABILITY) USD Peruvian Nuevo Sol Colombian Peso M$ CURRENCY OF ORIGIN (M) US$ (M) VARIATION + CH$/US$ IN 1% (M$) 17,270,203 28,463 28,463 (43,771) 236,121,390 1,178,203 394,048 2,361,214 84,749,811 337,955,464 141,434 847,498 - - - - 338,141,404 339,162,131 563,945 3,164,941 Argentine Peso TOTALS The parities S$/US$, ARG/US$ and COL/US$ are assumed to be constant. NET AMOUNT (ASSET-LIABILITY) USD Peruvian Nuevo Sol Colombian Peso TOTALS M$ CURRENCY OF ORIGIN (M) US$ (M) VARIATION + S$/US$ IN 1 % VARIATION + COL/US$ IN 1% VARIATION + ARS/US$ IN 1 % 17,270,203 28,463 28,463 NA NA NA 236,121,390 1,178,203 394,048 (2,415,036) NA NA 84,749,811 337,955,464 141,434 NA (866,816) NA 563,945 (2,415,036) (866,816) - 338,141,404 The above table considers Foreign Currency net values on December 31, 2014, which could vary significantly over time. CONSOLIDATED FINANCIAL STATEMENTS The main accounting effects of a variation in the exchange rates of Peruvian Nuevo Sol and Colombian Peso with respect to the dollar (1% increase in exchange rates), are the following: 61 EXCHANGE RATE SENSITIVITY ANALYSIS The effect of exchange rate differences recognized in the consolidated statements of comprehensive income for the period ended on December 31, 2014, related to assets and liabilities in foreign currency totals M$889,035. INTEREST RATE RISK Interest rate risk comes mainly from the Company’s financing sources and its investments on Tradable Securities. In previous periods, the main exposure to interest rate risk has been related to obligations with variable interest rates. However, on December 31, 2014, less than 20% of the Company’s obligations have variable interest rates. Consequently, on December 31, 2014, our financing structure consists of more than 80% fixed interest rate debt. The terms and conditions of the Company’s obligations on December 31, 2014, including exchange rates, interest rate, maturity and effective interest rate are specified under Other financial liabilities (Note 15). INFLATION RISK Risk of inflation comes mainly from the Company’s sources of financing. The main exposure is related to debt in Unidades de Fomento with a fixed interest rate. On December 31, 2014 the Company’s total debt was of M$288,678,432 with fixed interest rates in Unidades de Fomento. However, Company revenues are indexed to inflation through a natural hedge. The Company does not actively hedge against these variations in cash flow expected through variations in inflation. CREDIT RISK CREDIT RISKS FOR FINANCIAL INSTRUMENTS HELD WITH FINANCIAL INSTITUTIONS The Company has policies that limit exposure to counterparty credit risk with respect to financial institutions and these are monitored frequently. Consequently, the Company does not have a significant concentration of credit risk with financial institutions on December 31, 2014. Maximum exposure to credit risk from these financial assets is the book vale of these assets shown in the Statement of Financial Position. The financial instruments held with banks and financial institutions, such as demand deposits investments in mutual funds, reverse repos instruments and derivative financial instruments are very low risk. LIQUIDITY RISK The Company manages its liquidity risk at a consolidated level, and the principal source of liquidity is operational cash flows. Additionally, the Company´s unused lines of financing and cash and cash equivalents available for fulfilling its short and long-term obligations. To manage its short-term liquidity, the Company operates based on forecasted cash flows for a rolling 36-month period. On December 31, 2014, the Company has unused lines of credit with Banks for a total of M$39,117,680, a credit line for trade purposes, available and registered for M$24,627,100 and cash and cash equivalents for M$110,061,086 for managing its short-term liquidity needs. Based on current operating performance and its liquidity position, the Company estimates that cash flows from operations and available cash will be sufficient to finance its working capital, maintenance CAPEX, the payment of interest, the payment of dividends and debt payment requirements and investments for the upcoming 12 months and the foreseeable future. The credit risk the Company is exposed to comes mainly from accounts receivable with clients. ACCOUNTS RECEIVABLE The Company’s policy is to provision 100% of the accounts receivable more than 180 days outstanding; 80% of those outstanding between 150 day and 180 days; 60% of those outstanding between 120 days and 150 days; and 40% for those outstanding from 90 to 120 days. CONSOLIDATED FINANCIAL STATEMENTS Credit risk related to accounts receivable with clients is managed and monitored by the Credit and Collections Committee. The Company has a large client base that is subject to the policies, procedures and controls established by the Company. Outstanding accounts receivable are monitored regularly. Additionally, the Company establishes a collateral policy that its clients are subject to. This collateral is held almost entirely in the form of bank guarantees or cash. 62 NOTE 34 INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD Parque Arauco S.A. has a contract agreement with Inmobiliaria Mall Viña del Mar S.A. under which its economic activity has been subject to joint control. As of January 1, 2013, Parque Arauco S.A., ceased to proportionally consolidate as per the new IFRS11 provision. On December 31, 2014 and 2013, as per IFRS 11, investment under Joint Agreements in Inmobiliaria Mall Viña del Mar S.A. is shown as Investments in associates accounted for using the equity method (IAS 28) and its details were the following: Statement of Financial Position ID NO. ASSOCIATE NAME COUNTRY CURRENCY % SHARE ASSOCIATE EQUITY M$ 12.31.2014 M$ 96.863.570-0 Inmobiliaria Mall Viña del Mar S.A. Chile Chilean Peso 33.33% 154,509,733 51,503,244 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru Soles 50.00% (164,255) (82,127) 20381471374 Peru Soles 50.00% 3,277,436 1,638,718 Peru Soles 50.00% 1,051,597 525,799 Inmobiliaria San Silvestre S.A.C. 20563672766 Administradora Camino Real S.A.C. TOTALS ID NO. 53,585,634 ASSOCIATE NAME COUNTRY CURRENCY % SHARE ASSOCIATE EQUITY M$ 12.31.2013 M$ 96.863.570-0 Inmobiliaria Mall Viña del Mar S.A. Chile Peso chileno 33,33% 146,682,449 48,894,150 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru Soles 50,00% (696) (348) 20381471374 Peru Soles 50,00% 1,481,170 740,584 Inmobiliaria San Silvestre S.A.C. TOTALES 49,634,386 ID NO. ASSOCIATE NAME COUNTRY CURRENCY % SHARE ASSOCIATE EQUITY M$ 12.31.2014 M$ 96.863.570-0 Inmobiliaria Mall Viña del Mar S.A. Chile Chilean Peso 33.33% 26,573,290 8,857,765 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru Soles 50.00% (205,360) (102,680) 20381471374 Peru Soles 50.00% (8,213) (4,106) Inmobiliaria San Silvestre S.A.C. TOTALS ID NO. 8,750,979 ASSOCIATE NAME COUNTRY CURRENCY % SHARE ASSOCIATE EQUITY M$ 12.31.2013 M$ 96.863.570-0 Inmobiliaria Mall Viña del Mar S.A. Chile Chilean Peso 33.33% 30,374,814 10,124,938 20514833088 Inmobiliaria Nueva Centuria S.A.C. Peru Soles 50.00% (200,870) (100,435) 20381471374 Peru Soles 50.00% (722,133) (361,067) TOTALS Inmobiliaria San Silvestre S.A.C. 9,663,436 CONSOLIDATED FINANCIAL STATEMENTS Statement of Comprehensive Income 63 NOTE 34 INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED) On December 31, 2014 and 2013 the summarized financial information for the associated subsidiaries was the following: INMOBILIARIA VIÑA DEL MAR S.A. M$ INMOBILIARIA NUEVA CENTURIA S.A.C. M$ INMOBILIARIA SAN SILVESTRE S.A.C. M$ ADMINISTRADORA CAMINO REAL S.A.C. M$ 280,079,990 1,376,720 3,247,416 1,061,993 Total Liabilities 125,570,257 1,585,952 - 8,163 Cash and cash equivalents 28,656,413 5,519 17,267 432,410 Other financial liabilities, current 9,665,067 - - - Other financial liabilities, non-current 73,086,387 - - - Revenues 31,951,576 1,927 76 - Expenses 12.31.2014 Balance Total Assets Income (Loss) (5,378,286) (208,427) (8,286) - Depreciation and Amortization (246,564) - - - Financial income 906,579 - - - Financial expenses (1,249,184) (91,458) (587) - Income tax (6,179,560) - - - INMOBILIARIA VIÑA DEL MAR S.A. M$ INMOBILIARIA NUEVA CENTURIA S.A.C. M$ INMOBILIARIA SAN SILVESTRE S.A.C. M$ ADMINISTRADORA CAMINO REAL S.A.C. M$ 12.31.2013 Balance Total Assets 229,590,746 1,265,342 2,968,865 Total Liabilities 82,908,298 1,236,504 1,487,804 Cash and cash equivalents 8,488,569 19,783 2 Other financial liabilities, current 5,676,188 - - Other financial liabilities, non-current 44,482,991 - - Revenues 41,685,480 477 310 Expenses (11,310,666) (201,348) (722,443) Depreciation and Amortization (218,111) - - Financial income 680,599 477 310 (1,457,615) (84,000) (205) (5,925,801) - 292,590 Financial expenses Income tax CONSOLIDATED FINANCIAL STATEMENTS Income (Loss) 64 NOTE 35 ASSETS AND LIABILITIES HELD FOR HEDGING Hedging instruments details on December 31, 2014 and 2013, under Other financial liabilities were the following: BANK VALUE OF CONTRACT M$ COMPANY TYPE OF CONTRACT MATURITY TYPE OF CONTRACT ACCOUNT AFFECTED CCS Arauco Express CCTE Security 9,104,808 II QUART. 2020 Cross Currency Swap Asset CCS Arauco Express CCTE BCI 3,016,481 III QUART. 2019 Cross Currency Swap Liability Asset Liability CCS Inm Paseo Estación CCTE BCI 14,199,789 III QUART. 2022 Cross Currency Swap Asset Liability S Inmuebles Panamericana S.A. SWAPMX BCI 35,501,200 I QUART. 2017 Swap CCS P Arauco S.A CCTE SANTANDER 11,534,688 II QUART. 2020 Cross Currency Swap CCS P Arauco S.A CCTE BCI 13,472,513 I QUART. 2017 Cross Currency Swap Asset Liability Asset Liability Asset Liability CCS P Arauco S.A CCTE BCI 24,218,788 IV QUART. 2021 Cross Currency Swap Asset Liability CCS P Arauco S.A CCTE CHILE 26,945,025 I QUART. 2017 Cross Currency Swap Asset Liability CCS P Arauco S.A CCTE CHILE 13,472,513 I QUART. 2017 Cross Currency Swap CCS P Arauco S.A CCTE ESTADO 41,088,581 I QUART. 2018 Cross Currency Swap S Todo Arauco S.A CCTE Internacional 2,034,118 I QUART. 2024 Swap Asset Liability Asset Liability Asset Liability TOTAL LIABILITIES TOTAL ASSETS TOTAL NET S: Swap FW: Forward CCS: Cross Currency Swap CCTE: Hedge contract for expected transactions EFFECT ON INCOME TOTAL MTM M$ EFFECT ON EQUITY M$ UNREALIZED M$ REALIZED $ - - - - (1,370,846) (624,216) (746,630) 78,763 - - - - (70,000) (8,094) (61,906) - - - - - (1,989,396) (775,062) (1,214,334) (517,927) - - - - (253,830) 134,405 (388,235) (276,633) - - - - (1,050,760) (62,973) (987,787) (20,179) - - - - (1,352,389) (119,990) (1,232,399) (547,883) - - - - (2,749,163) (26,459) (2,722,704) 639,350 - - - - (2,492,273) (209,687) (2,282,586) (153,591) - - - - (1,246,137) (104,844) (1,141,293) (76,795) - - - - (2,559,623) (2,820,159) 260,536 - - - - - (193,377) (191,276) (2,101) 68,683 (15,327,794) (4,808,355) (10,519,439) (806,212) - - - - (15,327,794) (4,808,355) (10,519,439) (806,212) CONSOLIDATED FINANCIAL STATEMENTS TYPE OF DERIVATIVE 12.31.2014 65 NOTE 35 ASSETS AND LIABILITIES HELD FOR HEDGING (CONTINUED) BANK VALUE OF CONTRACT M$ COMPANY TYPE OF CONTRACT MATURITY TYPE OF CONTRACT ACCOUNT AFFECTED CCS P Arauco S.A. CCTE Santander 11,264,164 II QUART. 2020 Cross Currency Swap Asset CCS P Arauco S.A. CCTE Chile 26,945,025 I QUART. 2017 Cross Currency Swap Liability P Arauco S.A. CCTE BCI 13,472,513 I QUART. 2017 Cross Currency Swap P Arauco S.A. CCTE BCI 13,472,513 I QUART. 2017 Cross Currency Swap P Arauco S.A. CCTE BCI 24,218,788 IV QUART. 2021 Cross Currency Swap CCS P Estación S.A. CCTE BCI 14,199,789 III QUART. 2022 Cross Currency Swap S Todo Arauco S.A. CCTE Internacional 1,882,231 I QUART. 2024 Swap Security 9,104,808 II QUART. 2020 Cross Currency Swap Panamericana S.A. SWAPMX BCI 35,50,200 I QUART. 2017 Swap TOTAL ASSETS TOTAL NET S: Swap FW: Forward CCS: Cross Currency Swap CCTE: Hedge contract for expected transactions (1,903,674) (296,988) (1,606,686) 326,505 (951,837) (148,494) (803,343) 163,252 (1,143,980) (171,291) (972,689) (493,676) (1,581,214) (321,491) (1,259,723) 678,275 (1,103,809) (408,438) (332,596) (441,194) (247,652) (246,843) (809) 38,004 (481,222) (269,311) (211,911) 80,559 Asset Liability TOTAL LIABILITIES 66,150 Asset Liability S (736,513) Asset Liability CCTE (149,222) Asset Liability Arauco Express S.A. (885,735) Asset Liability CCS REALIZED $ Asset Liability CCS UNREALIZED M$ Asset Liability CCS EFFECT ON EQUITY M$ Asset Liability CCS EFFECT ON INCOME TOTAL MTM M$ (112,773) (78,965) (33,808) - (8,411,896) - - - - - - - (8,411,896) (2,091,043) (5,958,078) (417,875) CONSOLIDATED FINANCIAL STATEMENTS TYPE OF DERIVATIVE 12.31.2013 66 NOTE 36 FAIR VALUE MEASUREMENT Several of the policies and accounting disclosures of the Company require determining the fair value of the financial and non-financial assets and liabilities. The fair values have been determined for the purposes of valuation and/or disclosure on the basis of the following methods: rate is applied which reflects the specific risks inherent to annual net cash flows. 1.- INTANGIBLE ASSETS The fair value of term contracts in a foreign currency is based on its quoted market price, if available. The fair value of interest rate swaps is based on quotations from mediators. Intangible assets are measured at fair value at the moment of their purchase and they are revaluated if there is evidence that their value has suffered impairment, whereby they are reviewed periodically. a) Brands: The fair value of the brands purchased through a combination of businesses is based on the estimation of the value which the presence of the intangible asset contributes to the flows. With this purpose, the value of the brand has been estimated on the basis of weighing two methods of measurement. The first determines the incremental value resulting from the brand’s ownership, comparing discounted cash flows with and without it (‘with and without approach’). The second method is based on a current estimate for obtaining and/or creating the intangible asset from the resources that would be used or given in order to obtain the asset (cost method). 3.- DERIVATIVES 4.- INTEREST RATES USED TO DETERMINE FAIR VALUE Interest rates used to discount estimated cash flows, both in the valuation of investment properties as in the valuation of intangibles are the following: ASSETS/ LIABILITIES NOMINAL INTEREST RATE 12.31.2014 NOMINAL INTEREST RATE 12.31.2014 Investment properties 8.5% - 10.5% 9% - 14% Intangible assets 8.5% - 10.5% 11.61% In the flows determined for the fair value of assets, the effect of tax on the operations of shopping centers (the rates shown are after taxes) has been considered. b) Client portfolio: The fair value of the client portfolio acquired through joint-ventures is determined by using the excess earnings method over various periods, whereby the asset is valued after deducting a fair return on the assets that are part of the creation of the related cash flows. c) Other intangibles: The fair value of backlog contracts has been determined based on income generated by current contracts, with their respective maturity dates. A credit risk percentage was defined, applied as cost, and the flows were discounted at a rate close to the risk-free rate. Fair values are based on market values, which correspond to the amount estimated at which the properties could be exchanged between a buyer and seller on the valuation date, after an adequate marketing process during which both parties have acted knowingly and voluntarily. When there are no valid prices in an active market, the valuation is prepared taking into account the total amount of cash flows expected to be received from the lease of property. To value the property, a return CONSOLIDATED FINANCIAL STATEMENTS 2.- INVESTMENT PROPERTIES 67 5.- FAIR VALUE HIERARCHY For the fair value measurements recognized in the Statement of Financial Position, the entity discloses the fair value hierarchy level where the totality of the fair value measurements are classified. The following table shows financial instruments at their fair value, using the valuation method: LEVEL 1 M$ LEVEL 2 M$ LEVEL 3 M$ 12.31.2014 M$ Intangible assets - - 14,750,880 14,750,880 Investment properties - - 1,090,631,422 1,090,631,422 Derivatives (Net liabilities) - (15,327,794) - (15,327,794) LEVEL 1 M$ LEVEL 2 M$ LEVEL 3 M$ 12.31.2013 M$ Intangible assets - - 14,987,965 14,987,965 Investment properties - - 947,838,880 947,838,880 Derivatives (Net liabilities) - (8,411,896) - (8,411,896) ASSETS /LIABILITIES ASSETS /LIABILITIES NOTE 37 NOTE 39 ENVIRONMENT POST-BALANCE SHEET EVENTS Given the nature of the industry, the Company is not affected by concepts related to the improvement and/or investment of productive processes, verification and control of the compliance of laws and regulations regarding industrial processes and facilities or any other factor that could directly or indirectly affect the protection of the environment. On January 27, 2015 the SVS was informed, as an essential fact, that Inmuebles Comerciales del Peru S.A.C. signed a contract for the sale and purchase of shares for 100% of the shares issued by Ekimed S.A.C., a valid company incorporated as per the laws of Peru (“Ekimed”). By virtue of this transaction, Inmuebles Comerciales del Peru S.A.C. became the owner of the mall El Quinde in the cities of Cajamarca and Ica, with approximately 30,000 and 37,000 m2 of leasable area respectively, as well as of a land bank in other Peruvian cities, with a total area of 86,000 m2. The parties valued the company for a total of US$ 98 million approximately, including its financial liabilities, which totaled US$33 million approximately. These will remain in Ekimed and will consequently be assumed by Inmuebles Comerciales del Peru S.A.C. NOTE 38 SANCTIONS On December 31, 2014, with respect to sanctions from regulating or administrative authorities, no sanctions have been applied to the Company or its Directors. CONSOLIDATED FINANCIAL STATEMENTS Level 1: Quoted prices (not adjusted) in active markets for identical assets or liabilities. Level 2: Data different from the quoted prices included under Level 1, which are observable for the asset or liability, either directly or indirectly (that is to say, derived from the prices). Level 3: Relevant non-observable data for the asset or liability. 68 RATIONALE 2014 DISCLAIMER EXECUTIVE SUMMARY THIS DOCUMENT HAS BEEN PREPARED BY PARQUE ARAUCO FOR THE PURPOSE OF PROVIDING GENERAL INFORMATION ABOUT THE COMPANY. •Net profit increased 43.3% during the 4th quarter and 21.5% during the year. The Company assumes no responsibility for, or makes any representation or warranty, express or implied, with respect to, the accuracy, adequacy or completeness of the information contained herein. The Company expressly disclaims any liability based on such information, errors therein or omissions therefrom. This presentation includes certain statements, estimates and forecasts provided by the Company with respect to it’s anticipated future performance and involves significant elements or subjective judgment and analysis that may or may not prove to be accurate or correct. There can be no assurance that these statements, estimates and forecasts will be attained and actual outcomes and results may differ materially from what is estimated or forecast herein. • Gross Leasable Area (GLA) increased 5.1%, reaching 728,500 m2 with the incorporation of six new properties and the inauguration of two expansion projects during 2014. • Arauco Premium Outlet San Pedro, Arauco Premium Outlet Curauma and strip centers Manuel Montt, Las Brujas and El Carmen de Huechuraba were incorporated into our portfolio in Chile and strip center Víamix Chorrillos was incorporated into our portfolio in Peru, marking the first time Parque Arauco participates in the strip center format outside of Chile. The expansions of Arauco Chillán in Chile and InOutlet Faucett in Peru were inaugurated. • Consolidated occupancy reached 94.4% in line with the consolidated occupancy of 93.7% during 2013. • 2014 revenues increased 17.3% in 2014, reaching Ch$ 125, 886 million. • EBITDA grew 14.9% to Ch$85,554 million during the year on an EBITDA margin of 68.0%. • Funds From Operation (FFO) increased 8.5% over 2013, reaching Ch$ 64,334 million. • We continued our strategy of diversification in terms of geography and formats. In 2014 the percent of revenues generated by assets outside of Chile increased from 29.6% to 34.8%, while revenues from nontraditional formats represented 9.8% of total revenues. •There were many financial highlights in 2014, including the successful capital increase, the syndicated loan to finance Parque La Colina in Colombia, the improvement in our local credit rating by two notches and the issuance and exchange of bonds in Chile. •Parque Arauco was recognized with multiple awards during 2014, both locally and internationally, including the first shopping center to obtain LEED certification in Chile, “Best Managed Andean Corporate” awarded by Latin Finance and entrance into the Branding Hall of Fame in Chile. CONSOLIDATED FINANCIAL STATEMENTS The information contained herein has been prepared to assist interested parties in making their own evaluation of the company and does not purport to be all - inclusive or to contain all the information that a potential counterparty may desire. In all cases, interested parties should conduct their own independent investigation and analysis of the Company. Interested parties can only rely on the result of their own investigation and the representations and warranties made in any definitive agreement that may be executed. 69 RATIONALE 2014 CONTENTS Financial and operating results_______________________71 Balance sheet review________________________________75 Cash flow review____________________________________77 Main financial indicator______________________________78 Portfolio 2014_______________________________________79 Property level results________________________________80 Highlights by country________________________________84 Future developments________________________________86 Landbank___________________________________________87 Analysis of market risks______________________________88 Case study -Arauco Chillán ___________________________88 Consolidated financial statements_____________________89 FINANCIAL AND OPERATING RESULTS CH$ THOUSANDS 4Q14 4Q13 CHG. % 2014 2013 CHG. % Revenues 37,200,732 32,022,966 16.2% 125,886,312 107,318,830 17.3% Cost of Sales (7,938,631) (6,462,743) 22.8% (28,606,149) (22,307,202) 28.2% Gross Profit 29,262,101 25,560,223 14.5% 85,011,628 14.4% Administration Expenses (4,904,131) (4,258,926) 15.1% (15,315,325) (13,336,635) 14.8% OPERATING INCOME 24,357,970 21,301,297 Depreciation & Amortization (1,001,295) (719,125) EBITDA 25,359,265 81,964,838 71,674,993 14.4% 39.2% (3,588,803) (2,781,490) 29.0% 22,020,422 15.2% 85,553,641 74,456,483 14.9% (175,021) (1,624,235) -89.2% (1,460,204) (6,393,858) -77.2% 923,209 1,235,033 -25.2% 4,605,580 3,983,554 15.6% (7,198,507) (5,356,601) 34.4% (25,825,240) (19,150,007) 34.9% 5,018,518 5,833,555 -14.0% 8,750,979 9,663,436 -9.4% Foreign Exchange Differences (1,505,352) (684,806) 119.8% 889,035 (279,889) -417.6% Income (Loss) for indexed assets and liabilities (3,942,238) (2,312,843) 70.4% (13,095,652) (5,129,628) 155.3% Gains (losses) from the difference between the previous book value and the fair value of financial assets 16,707,834 4,459,032 274.7% 4,459,032 274.7% NON-OPERATING INCOME 9,828,443 1,549,135 534.4% (9,427,668) (12,847,360) -26.6% Profit before Income Tax 34,186,413 22,850,432 49.6% 72,537,170 58,827,633 23.3% Income Tax (5,150,944) (2,583,423) 99.4% (11,744,400) (8,811,313) 33.3% NET PROFIT (LOSS) 29,035,469 20,267,009 43.3% 60,792,770 50,016,320 21.5% Equity holders of the company 30,703,003 28,408,539 8.1% 57,749,400 55,280,589 4.5% Minority interests (1,667,534) (8,141,530) -79.5% 3,043,370 (5,264,269) -158% 43.3% 60,792,770 50,016,320 21.5% Other Income / Expenses Financial Income Financial Expenses Share of Profit (Loss) of Associates Accounted 14.3% 97,280,163 16,707,834 Attributable to: NET PROFIT (LOSS) 29,035,469 20,267,009 CONSOLIDATED FINANCIAL STATEMENTS INCOME STATEMENT - CONSOLIDATED 71 FINANCIAL AND OPERATING RESULTS KEY PERFORMANCE INDICATORS 4Q14 4Q13 CHG. 2014 2013 CHG. EBITDA Margin % 68.2% 68.8% -60 68.0% 69.4% -142 Net Income Margin % 82.5% 88.7% -618 45.9% 51.5% -564 FFO (Ch$ Millions) 1 19,084 17,899 6.6% 64,334 59,290 8.5% 51.3% 55.9% -459 51.1% 55.2% -414.2 Total Tenant Sales (Ch$ Millions) 2 405,044 358,421 13.0% 1,341,283 1,156,657 16.0% Total GLA (m2)3 728,500 693,100 5.1% 728,500 693,100 5.1% Owned GLA (m2)3 549,409 520,518 5.6% 549,409 520,518 5.6% 814.50 699.50 16.4% 788.15 699.50 12.7% 37.70 40.61 -7.2% 73.27 79.03 -7.3% 1,162.20 965.00 20.4% 1,162.20 965.00 20.4% 812.39 1,328.00 -38.8% 952.76 1,333.00 -28.5% FFO Margin % Weighted Avg. Shares (million)4 EPS (Ch$ Thousands)5 Stock Price (Ch$) Daily Traded Volume (Ch$ million) 1. FFO = ebitda + financial income + financial expenses 2. Total Tenant Sales = Sales of Consolidated Assets 3. GLA of Marina Arauco not considered 4. Excludes 3,250,000 Treasury shares 5.EPS = Net income attributable to the equity holders of the company/weighted average number of shares outstanding. Juan Antonio Álvarez Executive Vice President, Parque Arauco S.A. “2014 was a great year, the firth consecutive year of double digit growth in both revenues and EBITDA. Looking forward, we have important projects that are at different stages of development as well as a valuable landbank that will be the basis of the future growth of the company. Our perspectives for the next 5 years are clear. Now is the time to bring our ideas to fruition” Claudio Chamorro CFO, Parque Arauco S.A. CONSOLIDATED FINANCIAL STATEMENTS “We are focused on the continued expansion of our operations. In an evolving and challenging market, we will continue to grow in the right countries, with the right partners and the appropriate format, all the while keeping our customers as our top priority” 72 2014 revenue grew to Ch$ 125,886 million, a 17.3% increase over 2013. The growth was primarily the result of additional GLA, improved tenant sales, and higher rental revenue, due to renewing contracts at higher levels, especially in Chile. Total GLA for the Company at the end of the 2014 was 728,500 m2, up 5.1% compared to 2013. The increase reflects the addition of Arauco Premium Outlet San Pedro, Arauco Premium Outlet Curauma and strip centers Manuel Montt, Las Brujas and El Carmen de Huechuraba in Chile and strip center Víamix Chorrillos in Peru. Additionally the expansion of Arauco Chillán in Chile and InOutlet Faucett in Peru contributed to the increase in revenue. up from 29.6% during 2013. During 2014, revenues from Chile totaled Ch$ 82,051 million, revenues from Peru were Ch$ 33,481 million, and revenues from Colombia totaled to Ch$ 10,354 million. Revenues by country 8.3% COLOMBIA 26.4% PERU Revenues (Ch$ Millions) 65.3% CHILE 4Q14 17.3% 125,886 107,319 16.2% 8.4% COLOMBIA 37,201 32,023 69.7% CHILE 4Q13 21.9% PERU 4Q13 4Q14 2013 2014 During the year, total tenant sales increased by 15.9% to Ch$ 1,340,759 million. Consolidated occupancy remained stable at 94.4% during 2014. 8.2% COLOMBIA Tenant Sales (Ch$ Millions) 15.9% 1,340,759 1,156,657 26.6% PERU 65.2% CHILE 2014 12.9% 4Q13 404,520 4Q14 2013 2014 Parque Arauco is committed to diversifying its asset base in terms of formats. During the year Parque Arauco increased GLA of outlet malls and strip centers by 67.9%. During the year we inaugurated Arauco Premium Outlet San Pedro in Concepción, Arauco Premium Outlet Curauma in Valparaiso, three new strip centers in Chile, the first strip center in Peru, and the expansion of InOutlet Faucett. We also finished the first phase of the expansion of Arauco Premium Outlet Buenaventura, which opened partially. In keeping with the Company’s regional expansion strategy, revenue participation of assets outside of Chile continued to increase during 2014. Revenues from Colombia and Peru represented 34.8% of total revenues, 7.2% COLOMBIA 70.4% CHILE 2013 22.4% PERU Cost of sales increased 28.2% reaching Ch$ 28,606 million in 2014, which is explained by an increase in costs related to territorial taxes, energy and personnel. Administration expenses increased 14.8% reaching Ch$ 15,315 million due to higher costs in marketing, communication and technology and fees. CONSOLIDATED FINANCIAL STATEMENTS 358,421 73 EBITDA The Company reported EBITDA of Ch$ 85,554 million during 2014, a 14.9% increase over 2013. The consolidated EBITDA margin was 68.0%, compared with 69.4% in 2013. The decrease reflects the new shopping centers in the Company´s portfolio that are still in the process of maturation, as well as additional costs incurred during a period of intense growth. EBITDA by country 5.3% COLOMBIA Colombia and Peru´s EBITDA contribution increased to 30.2% in 2014, up from 23.8% during 2013. During 2014, EBITDA from operations totaled Ch$ 59,674 million in Chile, Ch$ 21,336 million in Peru and Ch$ 4,544 million in Colombia. 24.9% PERU 69.8% CHILE 2014 EBITDA (Ch$ millions) 4.8% COLOMBIA 14.9% 85,554 15.2% 19.0% PERU 74,456 76.2% CHILE 2013 25,359 22,020 4Q14 2013 2014 Net non-operating expenses during 2014 totaled Ch$ 9,428 million, compared to net non-operating expenses of Ch$ 12,847 million in 2013. The reduction was due primarily to a higher result in Gains (losses) from the difference between the previous book value and the fair value of our assets, which was generated by a lower discount rate and higher expectations of the recently inaugurated projects. Other effects include lower costs in Other income/expenses due to non-recurring costs incurred in 2013, higher financial expenses due to a larger stock of debt, and a CH$ THOUSANDS bigger loss on indexed assets and liabilities, reflecting the appreciation of UF (Chilean inflation linked currency) denominated debt in Chile. Income taxes for the year increased to Ch$ 11,744 million as compared to the 2013 figure of Ch$ 8,811 million. Excluding the non-cash deferred tax expense, 2014 current income tax totaled Ch$ 9,003 million compared to Ch$ 5,644 million in 2013. 4Q14 4Q13 CHG. % 2014 2013 CHG. % Current tax (1,713,006) (217,388) 688.0% (9,002,641) (5,644,439) 59.5% Differed tax (3,437,938) (2,366,035) 45.3% (2,741,759) (3,166,874) -13.4% TOTAL TAX (5,150,944) (2,583,423) 99.4% (11,744,400) (8,811,313) 33.3% Net profit was up 21.5% in the year due to the increase in EBITDA and lower non-operating expenses. Net profit attributable to equity holders of the company was up 4.5%, and earnings per share decreased from Ch$ 79.03 to Ch$ 73.27. The average number of shares outstanding increased to 788,752,050 in 2014 after the capital increase that was executed during the first quarter, and the total number of shares outstanding at the close of 2014 increased to 814,497,054, not including the 3,250,000 shares in treasury. FFO (“Funds from Operations”) for the year were Ch$ 64,334 million, as compared to Ch$ 59,290 million in 2013, representing an 8.5% increase. CONSOLIDATED FINANCIAL STATEMENTS 4Q13 74 BALANCE SHEET REVIEW CH$ MILLIONS 12.31.2014 12.31.2013 VAR. % DIF. Current Assets 161,736 117,108 38.1% 44,628 1,252,021 1,084,848 15.4% 167,173 1,413,758 1,201,956 17.6% 211,802 12.31.2014 12.31.2013 VAR. % DIF. 95,651 76,064 25.8% 19,588 Non Current Liabilities 537,979 490,585 9.7% 47,394 TOTAL LIABILITIES 633,630 566,649 11.8% 66,982 780,127 635,307 22.8% 144,820 1,413,758 1,201,956 17.6% 211,802 Non Current Assets TOTAL ASSETS Current assets increased to Ch$ 161,736 million from Ch$ 117,108 due primarily to an increase in cash and cash equivalents. Cash and cash equivalents increased to Ch$ 110,061 million from Ch$ 68,946 million as of December 31, 2013. The additional cash reflects the Ch$ 103,894 million capital increase completed during the first quarter. CH$ MILLIONS Current Liabilities Equity TOTAL LIABILITIES AND EQUITY Current liabilities increased by Ch$ 19,588 million while non-current liabilities increased by Ch$ 47,394 million primarily due to the issuance of the Bond Series K in the amount of UF 1,025,000, and higher deferred taxes. Total equity increased by Ch$ 144,820 million due mainly to the capital increase executed during the first quarter of 2014. CONSOLIDATED FINANCIAL STATEMENTS Non-current assets increased to Ch$ 1,252,021 million from Ch$ 1,084,848 million as of December 31, 2013. The increase was due primarily to Ch$ 142,792 million of additional investment properties corresponding to the ongoing development of projects which include growth in Chile of Ch$ 51,696 million, growth in Peru of Ch$ 35,861 million and growth in Colombia of Ch$ 29,319 million. 75 FINANCIAL INDICATORS UNITS 12.31.2014 12.31.2013 Gross Financial Debt Ch$ million 473,328 441,378 Net Financial Debt Ch$ million 363,267 372,432 COVENANT LIMIT Net Financial Debt / EBITDA (12 months) times 4,25 5,00 > 2,5 EBITDA / Financial Expenses (12 months) times 3,31 3,89 < 1,4 Liabilities / Equity times 0,81 0,89 < 1,5 Net Financial Debt/Equity times 0,47 0,59 Current Liabilities % 15 13 Non-Current Liabilities % 85 87 Net financial debt at the end of 2014 was $363,267 million. The Company remains comfortably within its financial covenants, with Liabilities/Equity of 0.81 times as compared to a limit of 1.4 times, Net financial debt/ Equity of 0.47, below the limit of 1.5, and EBITDA/Financial Expenses of 3.31 times, above the limit of 2.5 times. CH$ MILLIONS Financial Leasing Bank Loans Bonds Hedge Liabilities TOTAL 12.31.2014 12.31.2013 CURRENT NON CURRENT CURRENT NON CURRENT 1,360 8,781 1,275 10,585 48,236 261,471 29,373 270,492 2,459 135,693 5,078 116,163 - 15,328 - 8,412 52,055 421,273 35,726 405,652 CONSOLIDATED FINANCIAL STATEMENTS CONCEPT 76 BALANCE SHEET REVIEW CASH FLOW (CH$ MILLIONS) 12.31.2014 12.31.2013 VAR. % DIF. 81,016 62,229 30.2% 18,787 (119,152) (143,855) -17.2% 24,703 77,374 49,718 55.6% 27,656 Eff. of var. exchange rate on cash and cash equi. 1,877 (2,928) -164.1% 4,805 Net cash flow during the period 41,115 (34,836) -218.0% 75,952 68,946 103,782 -33.6% (34,836) 110,061 68,946 59.6% 41,115 From Operating Activities From Investment Activities From Financing Activities Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD CONSOLIDATED FINANCIAL STATEMENTS Cash flow from operating activities increased by 30.2% to Ch$ 81,016 million. Investment activities during the year generated a negative cash flow of Ch$ 119,152 million which is explained by the use of cash for the development of new properties and the expansion of existing properties. Financing activities generated a positive cash flow of Ch$ 77,374 million which is mainly explained by the Ch$ 103,894 million capital increase that was executed during the first quarter and the new Bond Series K partially offset by the prepayment of the Bond Series G, and the exchange of the Bond Series H.. 77 MAIN FINANCIAL INDICATORS1 FINANCIAL RATIOS INDICATOR UNIT 12.31.2014 12.31.2013 Liquidity Level Current Assets / Current Liabilities times 1.69 1.54 Short Term Debt Current Liabilities / Total Liabilities % 15.10 13.42 Long Term Debt Non Current Liabilities / Total Liabilities % 84.90 86.58 Net Profit Net Profit Ch$ mill. 60,793 50,016 Basic EPS Net Profit att. Equity Holders / N° shares - trea. shares Ch$ 73.27 79.03 Return on Equity Net profit att. Equity Holders / Av. Shareholders Equity* % 9.41 11.39 Return on Assets Net profit att. Equity Holders / Average Total Assets* % 4.53 4.51 Return on Operating Assets Net Profit /Average Operating Assets* % 5.90 5.67 Dividend Yield Dividends Paid Last 12 m. / Last Share Price % 2.32% 2.80% Gross Profit Margin Operating profit / Revenues % 65.11 66.79 CONSOLIDATED FINANCIAL STATEMENTS 1. The operational and financial indicators presented are calculated based on standards set out by the Superintendencia de Valores y Seguros, and they don´t necesarrily coincide with the calculations used to calculate the company´s debt covenants. * Calculated using results from the last twelve months 78 NAME TOTAL GLA (M2) % OWNERSHIP OWNED GLA (M2) Parque Arauco Kennedy 115,000 100% 115,000 Arauco Maipu 75,000 100% 75,000 Arauco Chillán 31,500 100% 31,500 Paseo Arauco Estación 69,000 83% 57,270 Arauco San Antonio 28,500 51% 14,535 Arauco Quilicura 32,000 100% 32,000 Arauco Express Consolidado 18,500 51% 9,435 Arauco Prem. Outlet Buenaventura 19,000 100% 19,000 Arauco Prem. Outlet Concepción 6,500 100% 6,500 Arauco Prem. Outlet Curauma 7,000 100% 7,000 402,000 91% 367,240 110,500 50% 55,250 7,000 50% 3,500 Larcomar 26,000 100% 26,000 Parque Lambramani 30,000 100% 30,000 MegaPlaza Chimbote 28,000 34% 9,380 MegaPlaza Express Villa El Salvador 9,000 50% 4,500 MegaPlaza Express Chincha 7,000 50% 3,500 16,500 50% 8,250 MegaPlaza Express Barranca 9,500 50% 4,750 InOutlet Faucett 7,500 51% 3,825 Viamíx Chorrillos 4,000 51% 2,040 255,000 59% 150,995 Parque Arboleda* 33,000 30% 9,999 Parque Caracolí 38.500 55% 21,175 TOTAL COLOMBIA 71,500 44% 31,174 728,500 75% 549,409 TOTAL CHILE MegaPlaza Norte MegaPlaza Express Villa Chorrillos MegaPlaza Cañete TOTAL PERU TOTAL ** *Parque arboleda does not include office towers **Gla of marina arauco not included CONSOLIDATED FINANCIAL STATEMENTS PORTFOLIO 2014 79 PROPERTY LEVEL RESULTS 2014 GLA SALES REVENUES EBITDA 2014 2013 VAR. % 2014 2013 VAR. % 2014 2013 VAR. % 2014 2013 VAR. % Parque Arauco Kennedy 115,000 115,200 0% 368,640 349,560 5% 38,790 36,297 7% 36,030 33,270 8% Arauco Maipú 75,000 74,000 1% 166,602 153,117 9% 11,986 11,360 6% 11,531 10,567 9% Arauco Chillán (Plaza El Roble) 31,500 25,000 26% 65,611 62,707 5% 4,508 4,231 7% 3,448 3,316 4% Paseo Arauco Estación 69,000 68,000 1% 107,004 99,379 8% 13,705 13,267 3% 12,082 11,508 5% Arauco San Antonio 28,500 29,000 -2% 33,248 31,594 5% 3,578 3,460 3% 1,991 2,197 -9% Arauco Quilicura 32,000 31,260 2% 44,833 30,954 45% 3,296 2,046 61% 2,685 1,421 89% Arauco Express (Stripcenters Chile) 18,500 12,222 51% 13,981 12,476 12% 2,595 2,210 17% 1,518 1,423 7% Arauco Premium Outlet Buenaventura Arauco 19,000 20,000 -5% 33,424 29,821 12% 3,241 3,323 -2% 2,550 2,174 17% Arauco Premium Outlet Concepción 6,500 - - 4,400 - - 432 - - 105 - - Arauco Premium Outlet Curauma 7,000 - - - - - - - - - - - 402,000 374,682 7% 837,743 769,606 9% 82,130 76.194 8% 71,940 65,877 9% 110,500 107,400 3% 1,117,838 1,025,287 9% 78,660 62,273 26% 62,000 49,236 26% 7,000 7,000 0% 63,921 56,772 13% 4,401 3,988 10% 3,285 2,830 16% Larcomar 26,000 26,000 0% 229,763 191,647 20% 34,482 28,583 21% 23,537 18,147 30% Parque Lambramani 30,000 29,390 2% 147,287 132,722 11% 11,278 10,337 9% 4,860 3,271 49% MegaPlaza Chimbote 28,000 28,000 0% 212,385 207,496 2% 10,648 10,112 5% 7,439 6,552 14% MegaPlaza Express Villa El Salvador 9,000 9,000 0% 63,054 51,982 21% 5,424 4,507 20% 4,086 3,174 29% MegaPlaza Express Chincha 7,000 7,224 -3% 29,742 20,450 45% 4,305 2,734 58% 3,038 1,650 84% 16,500 16,397 1% 109,569 49,769 120% 5,742 1,268 353% 3,823 548 598% MegaPlaza Express Barranca 9,500 9,507 0% 36,095 6,382 466% 4,266 316 1251% 2,927 -51 - InOutlet Faucett 7,500 5,000 50% 54,556 39,212 39% 4,955 3,109 59% 4,395 2,494 76% Viamíx Chorrillos 4,000 - - 3,812 - - 516 - - 431 - - 255,000 244,918 4% 2,068,021 1,781,719 16% 164,679 127,226 29% 119,822 87,851 36% Parque Arboleda 33,000 34,000 -3% 172,479 156,018 11% 19,154 18,013 6% 14,961 15,279 -2% Parque Caracolí 38,500 39,500 -3% 133,869 71,891 86% 17,133 11,011 56% 12,466 7,030 77% TOTAL COLOMBIA 71,500 73,500 -3% 306,348 227,909 34% 36,286 29,025 25% 27,427 22,309 23% TOTAL CHILE MegaPlaza Norte MegaPlaza Express Villa Chorrillos MegaPlaza Cañete TOTAL PERU ESTADOS FINANCIEROS CONSOLIDADOS CHILE IN MMCLP/ PERU IN THOUSANDS PEN COLOMBIA IN MMCOP 80 PROPERTY LEVEL RESULTS 2014 OCCUPANCY EBITDA MARGIN MONTHLY SALES PER M2 MONTHLY REVENUES PER M2 2014 2013 VAR. % 2014 2013 VAR. % 2014 2013 VAR. % 2014 2013 VAR. % Parque Arauco Kennedy 96.9% 97.2% -26 92.9% 91.7% 122 274,590 266,959 3% 28,893 27,720 4% Arauco Maipú 95.9% 97.3% -141 96.2% 93.0% 319 192,663 176,941 9% 13,861 13,128 6% Arauco Chillán (Plaza El Roble) 89.2% 91.9% -275 76.5% 78.4% -189 186,958 219,504 -15% 12,846 14,811 -13% Paseo Arauco Estación 96.4% 98.2% -181 88.2% 86.7% 142 132,957 123,517 8% 17,029 16,489 3% Arauco San Antonio 92.8% 94.0% -118 55.7% 63.5% -784 103,079 95,241 8% 11,092 10,430 6% Arauco Quilicura 98.2% 97.1% 110 81.5% 69.5% 1198 120,333 105,950 14% 8,847 7,091 25% Arauco Express (Stripcenters Chile) 85.0% 98.3% -1330 58.5% 64.4% -588 84,536 88,478 -4% 15,691 15,227 3% Arauco Premium Outlet Buenaventura 91.4% 98.0% -660 78.7% 65.4% 1324 152,560 133,641 14% 14,794 14,892 -1% Arauco Premium Outlet Concepción 95.7% - - 24.2% - - 131,948 - - 12,958 - - - - - - - - - - - - - - TOTAL CHILE 95.0% 96.9% -187 87.6% 86.5% 113 186,381 180,954 3% 18,272 17,913 2% MegaPlaza Norte 93.7% 90.0% 372 78.8% 79.1% -24 909 1.015 -10% 64 62 4% MegaPlaza Express Villa Chorrillos 98.3% 100.0% -174 74.7% 71.0% 368 767 686 12% 53 48 10% Larcomar 94.2% 94.0% 22 68.3% 63.5% 477 777 668 16% 117 100 17% Parque Lambramani 93.7% 92.0% 170 43.1% 31.6% 1144 441 446 -1% 34 35 -3% MegaPlaza Chimbote 98.9% 100.0% -108 69.9% 64.8% 508 635 650 -2% 32 32 0% MegaPlaza Express Villa El Salvador 98.4% 95.0% 337 75.3% 70.4% 490 595 519 15% 51 45 14% MegaPlaza Express Chincha 98.0% 89.0% 900 70.6% 60.4% 1020 350 339 3% 51 39 29% MegaPlaza Cañete 98.9% 82.0% 1694 66.6% 43.2% 2336 560 1.234 -55% 29 31 -7% MegaPlaza Express Barranca 98.0% 74.0% 2400 68.6% -16.2% 8480 329 302 9% 39 15 160% InOutlet Faucett 88.3% 87.0% 130 88.7% 80.2% 850 787 969 -19% 71 77 -7% Viamíx Chorrillos 62.5% - - - - - - - - - - - TOTAL PERU 94.6% 91.0% 357 72.8% 69.1% 371 723 789 -8% 58 56 2% Parque Arboleda 93.1% 93.0% 8 78.1% 84.8% -671 459,728 404,653 14% 51,053 46,720 9% Parque Caracolí 87.4% 86.0% 141 72.8% 63.8% 892 325,460 246,617 32% 41,652 37,773 10% TOTAL COLOMBIA 90.0% 89.2% 76 75.6% 76.9% -128 389,537 336,611 16% 46,140 42,868 8% Arauco Premium Outlet Curauma ESTADOS FINANCIEROS CONSOLIDADOS CHILE IN MMCLP/ PERU IN THOUSANDS PEN COLOMBIA IN MMCOP 81 PROPERTY LEVEL RESULTS FOURTH QUARTER 2014 GLA SALES REVENUES EBITDA 4Q14 4Q13 VAR. % 4Q14 4Q13 VAR. % 4Q14 4Q13 VAR. % 4Q14 4Q13 VAR. % Parque Arauco Kennedy 115,000 115,200 0% 110,546 107,284 3% 11,691 10,966 7% 11,090 9,877 12% Arauco Maipú 75,000 74,000 1% 52,930 49,961 6% 3,639 3,628 0% 3,560 3,352 6% Arauco Chillán (Plaza El Roble) 31,500 25,000 26% 19,825 17,667 12% 1,318 1,136 16% 1,017 909 12% Paseo Arauco Estación 69,000 68,000 1% 31,793 29,516 8% 3,687 3,509 5% 3,341 3,053 9% Arauco San Antonio 28,500 29,000 -2% 9,408 8,725 8% 966 904 7% 263 439 -40% Arauco Quilicura 32,000 31,260 2% 13,673 11,376 20% 974 794 23% 820 550 49% Arauco Express (Stripcenters Chile) 18,500 12,222 51% 4,030 2,807 44% 883 570 55% 503 340 48% Arauco Premium Outlet Buenaventura 19,000 20,000 -5% 10,494 9,768 7% 918 1,082 -15% 756 775 -3% Arauco Premium Outlet Concepción 6,500 - - 2,474 - - 205 - - 53 - - Arauco Premium Outlet Curauma 7,000 - - - - - - - - -148 - - 402,000 374,682 7% 255,174 237,103 8% 24,282 22,589 7% 21,402 19,295 11% 110,500 107,400 3% 317,945 294,104 8% 22,266 16,661 34% 17,233 13,633 26% 7,000 7,000 0% 16,380 15,165 8% 1,217 1,038 17% 905 760 19% Larcomar 26,000 26,000 0% 59,186 58,007 2% 10,077 8,929 13% 6,966 5,924 18% Parque Lambramani 30,000 29,390 2% 40,419 38,665 5% 2,994 2,794 7% 1,473 949 55% MegaPlaza Chimbote 28,000 28,000 0% 57,612 61,438 -6% 2,999 2,958 1% 2,316 2,098 10% MegaPlaza Express Villa El Salvador 9,000 9,000 0% 17,575 15,477 14% 1,581 1,327 19% 1,207 922 31% MegaPlaza Express Chincha 7,000 7,224 -3% 7,972 7,515 6% 1,161 955 22% 787 652 21% 16,500 16,397 1% 30,052 27,612 9% 1,696 903 88% 1,091 231 372% MegaPlaza Express Barranca 9,500 9,507 0% 10,127 6,382 59% 1,184 316 275% 882 -51 - InOutlet Faucett 7,500 5,000 50% 22,130 7,169 209% 2,090 1,199 74% 1,931 974 98% Viamíx Chorrillos 4,000 - - 2,406 - - 516 - - 431 - - 255,000 244,918 4% 581,805 531,534 9% 47,781 37,079 29% 35,222 26,094 35% Parque Arboleda 33,000 34,000 -3% 62,700 56,032 12% 5,875 5,304 11% 4,683 4,646 1% Parque Caracolí 38,500 39,500 -3% 46,612 29,666 57% 5,209 4,758 9% 4,181 3,336 25% TOTAL COLOMBIA 71,500 73,500 -3% 109,312 85,698 28% 11,084 10,062 10% 8,863 7,982 11% TOTAL CHILE MegaPlaza Norte MegaPlaza Express Villa Chorrillos MegaPlaza Cañete TOTAL PERU ESTADOS FINANCIEROS CONSOLIDADOS CHILE IN MMCLP/ PERU IN THOUSANDS PEN COLOMBIA IN MMCOP 82 PROPERTY LEVEL RESULTS FOURTH QUARTER 2014 4Q14 4Q13 VAR. B.P. 4Q14 4Q13 VAR. B.P. 4Q14 4Q13 VAR. % 4Q14 4Q13 VAR. % Parque Arauco Kennedy 96.9% 97.2% -26 94.9% 90.1% 479 329,327 317,410 4% 34,828 32,445 7% Arauco Maipú 95.9% 97.3% -141 97.8% 92.4% 544 244,160 231,412 6% 16,788 16,802 0% Arauco Chillán (Plaza El Roble) 89.2% 91.9% -275 77.2% 80.0% -288 229,792 257,157 -11% 15,279 16,541 -8% Paseo Arauco Estación 96.4% 98.2% -181 90.6% 87.0% 360 158,190 146,963 8% 18,347 17,473 5% Arauco San Antonio 92.8% 94.0% -118 27.2% 48.5% -2131 118,320 106,298 11% 12,150 11,011 10% Arauco Quilicura 98.2% 97.1% 110 84.2% 69.4% 1481 144,578 124,539 16% 10,296 8,687 19% Arauco Express (Stripcenters Chile) 85.0% 98.3% -1330 57.0% 59.7% -267 87,145 77,220 13% 19,104 15,692 22% Arauco Premium Outlet Buenaventura 91.4% 98.0% -660 82.3% 71.6% 1071 200,295 172,450 16% 17,513 19,103 -8% Arauco Premium Outlet Concepción 95.7% - - 25.7% - - - - - 12,311 - - - - - - - - - - - - - - TOTAL CHILE 95.0% 96.9% -187 88.1% 85.4% 272 225,975 217,555 4% 21,504 20,727 4% MegaPlaza Norte 93.7% 90.0% 372 77.4% 81.8% -443 1,032 1,133 -9% 72 64 13% MegaPlaza Express Villa Chorrillos 98.3% 100.0% -174 74.4% 73.3% 113 790 723 9% 59 49 19% Larcomar 94.2% 94.0% 22 69.1% 66.4% 277 808 809 0% 138 125 10% Parque Lambramani 93.7% 92.0% 170 49.2% 34.0% 1525 477 529 -10% 35 38 -8% MegaPlaza Chimbote 98.9% 100.0% -108 77.2% 70.9% 631 690 731 -6% 36 35 2% MegaPlaza Express Villa El Salvador 98.4% 95.0% 337 76.4% 69.5% 683 658 600 10% 59 51 15% MegaPlaza Express Chincha 98.0% 89.0% 900 67.8% 68.3% -57 383 377 2% 56 48 17% MegaPlaza Cañete 98.9% 82.0% 1694 64.3% 25.6% 3873 611 1,369 -55% 34 45 -23% MegaPlaza Express Barranca 98.0% 74.0% 2400 74.5% -16.2% 9064 359 605 -41% 42 30 40% InOutlet Faucett 88.3% 87.0% 130 92.4% 81.2% 1115 1,162 546 113% 110 91 20% Viamíx Chorrillos 62.5% - - 83.4% - - 642 - - 138 - - TOTAL PERU 94.6% 91.0% 357 73.7% 70.4% 334 804 887 -9% 66 62 7% Parque Arboleda 93.1% 93.0% 8 79.7% 87.6% -788 681,243 577,939 18% 63,830 54,712 17% Parque Caracolí 87.4% 86.0% 141 80.3% 70.1% 1014 463,426 307,175 51% 51,788 49,263 5% TOTAL COLOMBIA 90.0% 89.2% 76 80.0% 79.3% 64 567,590 442,818 28% 57,551 51,993 11% Arauco Premium Outlet Curauma OCCUPANCY EBITDA MARGIN MONTHY SALES PER M2 MONTHLY REVENUES PER M2 ESTADOS FINANCIEROS CONSOLIDADOS CHILE IN MMCLP/ PERU IN THOUSANDS PEN COLOMBIA IN MMCOP 83 HIGHLIGHTS BY COUNTRY CHILE The Luxury District, located in Parque Arauco Kennedy and inaugurated in 2013, was undergoing an expansion of over 1,000 m2 after enjoying excellent results during its first year of operation. This expansion will add six premium brands to the Luxury District, including Tiffany & Co., the first to open in Chile. Parque Arauco Kennedy maintains its position as the preferred shopping center for the entrance of new international brands into the Chilean market. This was seen in 2014 with the opening of Aeropostale, Etiqueta Negra, Victoria´s Secret (Beauty & Accessories), Versace Collection, Vince Camuto, October, Free People and Café Paul. With a new and modern online format and renewed content, we have re-launched Revista Detalle (www.revistadetalle.cl.), a blog showcasing the latest trends, fashion, technology, beauty, art and gastronomy, serving as an alternative way to enhance our customers´ experience. Located in the second largest and one of the fastest growing sectors of Santiago, Arauco Maipu continued to solidify its link with the community, with the addition of new international brands to its commercial mix and by continuing to improve the new gastronomic boulevard. The mall hosted various free concerts and public events during the year We officially changed the name of Plaza El Roble to Arauco Chillan, and the mall has adopted Parque Arauco´s corporate logo. Additionally the 6,500 m2 expansion of the mall was completed, adding Hites as an anchor store and more than 40 new stores, restaurants, a new food court and new movie theaters. Finally the renovation of the old food court began, which will be converted to incorporate new entertainment options and retail brands. In Paseo Arauco Estación we opened a variety of stores, including a branch of the Chilean National Treasury Department, offering a valuable new service to our customers. We remodeled the cinema to include 4DX technology and we are continuing the process of remodeling and modernizing the commercial space overall as well as one of the food courts. The mall is also modernizing its signage to help customers navigate the large mall which surrounds Santiago´s main train and bus station. In Arauco San Antonio we inaugurated the first 4 star hotel in the city. Operated by Sonesta, the hotel has a modern infrastructure and cutting edge design and includes conference rooms and a restaurant. The addition of new international brands and new restaurants in the food court contributed to effects to improve the mall overall. 2014 was a great year for Arauco Quilicura which experienced strong operational growth. Inaugurated in 2013, this year Arauco Quilicura became the first mall in Chile to obtain LEED certification, thanks to its sustainable design, construction process and operations. These results were achieved by working alongside our tenants, who made important adaptions to their stores to improve the sustainability of their retail space. Arauco Quilicura continued improving its commercial mix with the inauguration of the hospital Clinica Megasalud, adding health and dental care services for the residents of Quilicura. Additional stores offering clothing and beauty supplies, a gym, a 4DX movie theater, new banks and restaurants were also added to the commercial mix. Finally, an important highlight of 2014 was the Energy Efficiency Seal that was awarded to Paseo Arauco Estacion and Buenaventura Premium Outlet by the Chilean Agency for Energy Efficiency. Both shopping centers were recognized for establishing policies of energy efficiency initiatives, targets and indicators. PERU During 2014 we added the first strip center to our portfolio in Peru: Víamix Chorrillos. This strip center includes a supermarket Metro, a variety of smaller stores, banks and restaurants in its 4,000 m2 of GLA. We also expanded and remodeled InOutlet Faucett, formerly known as Lima Outlet Center, adding 2,500 m2 to the mall´s total GLA. In Larcomar, we inaugurated new stores and restaurants in order to improve the mall´s commercial mix. Highlights include the opening of Desigual and UGG, the first of each of the stores in Peru. With the goal of improving the customer experience, we launched Larcomaps, a mobile app that guides visitors through the mall and even back to their car. We also inaugurated a new area of the mall dedicated to culture which includes the book store Librería Ibero, La Plaza Theater, a cafe and other stores offering cultural goods. Finally a VIP parking area and Valet Parking service were incorporated at Larcomar. CONSOLIDATED FINANCIAL STATEMENTS 2014 was a year of intense growth in non-traditional formats, and included the opening of two new outlet malls and three new strip centers. We opened Arauco Premium Outlet San Pedro, located in Concepcion, with 6,500 m2 of GLA and Arauco Premium Outlet Curauma, in Valparaiso, with 7,000 m2 of GLA. Both outlets offer customers a variety of premium brand stores. Additionally the first phase of the expansion of Arauco Premium Outlet Buenaventura in Santiago was completed and was partially opened. We opened three new strip centers, adding over 6,000 m2 of GLA and bringing the company´s total to eleven strip centers in Chile. Manuel Montt, Las Brujas and El Carmen de Huechuraba began operating in different sectors of Santiago and added to the diversity of Parque Arauco´s portfolio. 84 In Parque Lambramani, located in Arequipa, we continued improving the commercial mix of the mall adding new stores and services including the opening of a new entertaining area for kids and teenagers. The accessibility to the shopping center was also a focus of improvement, and this year we renovated the main access of the mall and negotiated the arrival of five lines of public transport directly to the mall. Additionally, we launched the mall´s customer rewards system “Puntos Bonus”, which enables customers to earn points for purchases made in the mall which they can later use to redeem gifts, therefore encouraging customer loyalty During 2014, results in all the MegaPlaza shopping centers throughout Peru were very strong in terms of revenues and EBITDA. In MegaPlaza Norte, our largest shopping center in Peru, we inaugurated the 4,000 m2 hospital Clinica Integramedica which offers a variety of medical services to the residents of the northern sector of Lima. We also incorporated several new stores, including a zone of mini stores, adding to the mall´s commercial offering. Finally, with the opening of the Plaza Vea supermarket, MegaPlaza Pisco was partially opened. What will be the company´s sixth neighborhood mall will open fully during the first half of 2015. COLOMBIA In Colombia, the International Council of Shopping Centers awarded Parque Arboleda the silver medal in Cause-Related Marketing during the 2014 Latin American Shopping Center Awards. The shopping center earned the award for its initiative to plant 2,000 trees in a forest in Pereira in honor of the 150 year anniversary of the city. Parque Arboleda was selected out of 170 shopping malls in 13 countries that participated in the awards. During the year we incorporated a new concept of casual “restobars”, in order to position the mall as an “After Office” option. We continued finishing the interior of the Parque Arboleda office tower which offers high quality, well equipped space for businesses in the city of Pereira. Finally, we implemented an energy efficiency project that incorporated LED lighting in the mall´s parking lot, which generates savings in consumption levels and optimizes the operational expenditure. During 2014 we began the construction of Parque La Colina in Bogota, our first shopping center in the capital. With an estimated investment of US$289 million and 63,500 m2 of GLA, the shopping center will represent the largest one time investment in Parque Arauco´s history. The project is on time and within budget. CONSOLIDATED FINANCIAL STATEMENTS In Parque Caracoli, we launched Caracoli Mapps, an application similar to Arauco Mapps and Larcomaps. This was complimented by the installation of interactive touch screen maps located throughout the mall. Parque Arauco´s team continued improving the commercial mix of the mall, and American Eagle opened its second store in all of Colombia in our mall located in Bucaramanga. We also opened several restaurants and added stores and services options. Additionally we organized the first Fashion Week, which featured distinguished models and fashion workshops. 85 FUTURE DEVELOPMENTS To date, Parque Arauco has announced projects that will add 106,500 m2 of GLA over the next few years. Developments have been announced in Chile, Peru and Colombia and the total investment is estimated at US$ 524 million. Parque Arauco has a land bank valued at US$ 209 million (at acquisition cost), which will be used to support future growth and to develop shopping centers, outlet malls and strip centers in Chile, Peru and Colombia. GREENFIELD PROJECTS ESTIMATED OPENING DATE TOTAL GLA (M2) % OWNERSHIP OWNED GLA (M2) TOTAL INVESTMENT (MMUS$) NAME OF THE PROJECT LOCATION FORMAT Stripcenters Chile (Arauco Express) Chile Strip Center Under development 14,000 51.0% 7,140 30 SCP Peru Strip Center/ Outlet Under development 25,000 51.0% 12,750 72 Others MegaPlaza Peru Various Under development TBD 50.0% TBD 118 La Colina Colombia Regional 1H 2017 63,500 55.0% 34,925 289 54,815 509 SUBTOTAL 102,500 NAME OF THE PROJECT LOCATION FORMAT ESTIMATED OPENING DATE Boulevard V Kennedy Expansion Chile Regional 1Q 2015 1,000 100.0% 1,000 9 MegaPlaza Chimbote Expansion Peru Regional Under development 2,500 50.0% 1,250 4 MegaPlaza Express Villa Expansion Peru Vecinal Under development 500 50.0% 250 2 2,500 15 57,315 524 SUBTOTAL TOTAL TOTAL GLA (M2) % OWNERSHIP OWNED GLA (M2) TOTAL INVESTMENT (MMUS$) 4,000 106,500 CONSOLIDATED FINANCIAL STATEMENTS EXPANSION PROJECTS 86 LANDBANK (M2) % OWNERSHIP TOTAL COST (MMUS$) Quilicura 2 25,486 100% 3 Buenaventura 94,802 100% 13 Coquimbo 40,000 100% 4 Chicureo 47,614 100% 10 Los Andes 40,000 100% 5 Others in Chile 58,000 100% 20 TOTAL CHILE 305,902 100% 55 Parque El Golf 15,000 70% 37 Lurin 67,000 100% 14 La Molina 10,085 51% 16 2,960 51% 2 Landbank IPSA 169,745 50% 19 TOTAL PERU 264,790 64% 88 Barranquilla 56,000 100% 38 Neiva 47,000 100% 11 Valledupar 46,000 55% 17 TOTAL COLOMBIA 149,000 86% 66 719,692 84% 209 NAME Chile Peru Colonial TOTAL CONSOLIDATED FINANCIAL STATEMENTS Colombia 87 ANALYSIS OF MARKET RISKS its opening, offering entertainment and service options that the residents most needed. Thanks to its prime location in the city center, the mall was the most visited in Chillán. ACQUISITION The following are potential risks that the Company may face: The level of activity/sales of our tenants are linked to economic growth and consumption growth in each economy in which we operate. The decline in economic activity may adversely affect the level of sales of our tenants and therefore affect the Company’s revenues, as a percentage of our income depends on the level of sales of certain tenants. Of the 86% of Parque Arauco´s revenues that are derived from rental revenues, approximately 84% are fixed revenues and 16% are variable revenues that depend on the volume of sales of our tenants. A general deterioration in the economy could also affect the occupancy of our shopping centers. However, the contracts between Parque Arauco and its tenants are generally medium to long term. The Company has a solid contractual framework as well as a conservative financial position enabling the company to be prepared to face a potential economic decline. Parque Arauco does not hold speculative positions in the derivatives market, the coverage taken will eventually be used to hedge exposures to foreign exchange risk and interest rates risks due to the nature of the business sources of financing. The company primarily maintains its operational and financial income and expenses in the same currency and in the local currency of each operations location. The Company is also subject to risks regarding return on investment in Colombia and Peru, given the evolution of economic variables such as exchange rates, interest rates and taxes, among other factors. In the mid 2000´s, Parque Arauco had made the decision to expand outside of Santiago. Given this, Parque Arauco considered Plaza El Roble a very attractive potential acquisition, and in 2007 the company decided to purchase the mall. This purchase aided Parque Arauco´s strategy of growth and diversification. The company immediately begin making improvements to the mall, including inaugurating new brands and improving the overall commercial mix. Improvements to the mall´s infrastructure were also incorporated as well as a modernized parking area. 2010 EARTHQUAKE Although the mall was constructed using the highest industry standards, the earthquake that shook Chile in the summer of 2010 damaged the mall, forcing it to close temporarily. Chillan was one of the areas most affected by the earthquake given that the epicenter was less than 200 kilometers from the city. The mall sustained damage to the roof which forced it to close for a few months, with the exception of the food court which opened almost immediately after the earthquake in order to aid the community as it served as a meeting point for residents of the area. RENOVATION Taking advantage of the work being done to repair the damage from the earthquake, Parque Arauco began developing a plan to remodel the mall´s façade. We also added new GLA by incorporating the Las Palmas walkway. With a new image and renovated commercial mix, we retained our title as the preferred shopping mall in the Ñuble province. In 2012 we began an important expansion project which would add 6,500 m2 and over 40 new stores. We added the department store Hites as a new anchor store and we added four movie theaters with the latest technology as well as repositioned the food court. HISTORY OF ARAUCO CHILLÁN Construction began on Arauco Chillán, orginally named Plaza El Roble, in 1995. The project, which was inaugurated in 1996, was owned and operated by the Rabié group. Built in the city of Chillán, the mall has been a favored meeting place for the residents of the community since Today Arauco Chillan´s goal is to fortify the new expansion by ensuring the commercial mix is ideal for the mall´s customer base. We will continue working daily to improve our customer´s shopping experience. CONSOLIDATED FINANCIAL STATEMENTS CASE STUDY ARAUCO CHILLÁN CHALLENGES AND GOALS 88 CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET ASSETS NOTA 12.31.2014 M$ 12.31.2013 M$ Cash and Cash Equivalents 5 110,061,086 68,945,796 Other Current Non-Financial Assets 6 3,213,817 3,148,505 Trade Accounts Rec. and Other Rec. 7 19,959,586 18,886,264 Accounts Receivable from Rel. Comp. 8 6,177,439 4,835,906 Current Tax Receivable 9 22,324,529 21,291,112 161,736,457 117,107,583 Current Assets TOTAL CURRENT ASSETS Other Non-Current Non-Fin. Assets 6 31,711,183 26,457,899 Non-Current Accounts Receivable 7 326,999 808,364 Non-Current Acc. Rec. with Rel. Part. 8 - 542,191 Share of Profit (Loss) of Associates Accounted 34 53,585,634 49,634,386 Intangible Assets exc. Surplus Value 10 14,750,880 14,987,965 Surplus Value 11 16,383,094 15,629,318 Property, Plant and Equipment 12 2,836,519 2,724,423 Investment Properties 13 1,090,631,422 947,838,880 Deferred Tax Assets 14 41,795,417 26,224,767 1,252,021,148 1,084,848,193 1,413,757,605 1,201,955,776 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CONSOLIDATED FINANCIAL STATEMENTS Non-Current Assets 89 LIABILITIES NOTA 12.31.2014 M$ 12.31.2013 M$ Other Current Financial Liabilities 15 52,055,207 35,725,785 Comm. Cred. and Other Acc. Payable 18 28,379,202 24,730,681 8 2,195,857 1,902,251 16 1,603,946 2,329,832 9 6,188,840 5,082,793 Current Provisions for Employees 17 3,511,827 2,369,008 Other Current Liabilities 19 1,716,500 3,923,411 95,651,379 76,063,761 Current Liabilities Current Acc. Payable to Rel. Parties Current Provisions Tax Liabilities TOTAL CURRENT LIABILITIES Non-Current Liabilities Other Non-Current Fin. Liabilities 15 421,273,192 405,652,105 Deferred Tax Liabilities 14 106,378,627 75,999,319 Other Non-Current Liabilities 19 10,327,322 8,933,603 537,979,141 490,585,027 633,630,520 566,648,788 336,925,246 233,643,412 (3,736,839) (3,736,839) Accumulated Earnings (Losses) 309,444,765 290,550,081 Premium on New Issued Shares 200,964 - (4,950,870) (10,112,729) 637,883,266 510,343,925 142,243,819 124,963,063 780,127,085 635,306,988 1,413,757,605 1,201,955,776 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES Issued Share Capital Treasury Shares Other Reserves ATTRIB. TO SHAREHOLDERS OF THE COMPANY Minority Interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 20 CONSOLIDATED FINANCIAL STATEMENTS Equity 90 CASH FLOW STATEMENT CH$ THOUSANDS 12.31.2014 M$ 12.31.2013 M$ VAR. % 187,714,344 158,000,601 19% Net cash flow from OPERATING activities Receipts from sales of goods and services (78,680,028) (53,435,311) 47% Payments on behalf of employees Payments to suppliers for goods and services (13,014,553) (11,207,846) 16% Income taxes refunded (3,067,542) (5,507,088) -44% Other inputs (outputs) in cash (11,935,793) (25,621,225) -53% 81,016,428 62,229,131 30% (4,890,362) (19,471,984) -75% NET CASH FLOW FROM OPERATING ACTIVITIES Net Cash flow from INVESTMENT activities Cash flows used for acquiring subsidiaries or other businesses Loans to related entities (1,341,535) (637,489) 110% Interest received 3,580,963 4,944,405 -28% Purchases of property, plant and equipment (807,381) (910,576) -11% Purchases of intangible assets (2,143.757) (778,120) 176% Proceeds from related entities 542,191 1,259,560 -57% Dividends received Purchases of other long-term assets Other inputs (outputs) in cash NET CASH FLOW FROM INVESTMENT ACTIVITIES 3,864,307 2,487,089 55% (115,772,550) (127,350,099) -9% (2,184,032) (3,398,232) -36% (119,152,156) (143,855,446) -17% Share Issuance 118,656,236 13,708,542 766% Proceeds from long term debt 90,798,328 177,874,969 -49% Loans to related entities Proceeds from public debt Loan Payments Loan payments to related entities Financial leasing payments Dividend payments 1,203,894 1,344,527 -10% 13,329,456 - N/A (92,598,650) (93,667,004) -1% - (2,912,279) N/A (2,921,880) (1,853,610) 58% (25,211,472) (19,498,157) 29% (25,441,700) (20,665,527) 23% (440,061) (4,613,801) -90% NET CASH FLOW FROM FINANCING ACTIVITIES 77,374,151 49,717,660 56% Net increase (decrease) in cash and cash equivalents, before the effect of changes in the exchange rate 39,238,423 (31,908,655) -223% Interest paid Other inputs (outputs) in cash Effects of variation in the exchange rate on cash and cash equivalents 1,876,867 (2,927,838) -164% Increase (decrease) in net cash and cash equivalent 41,115,290 (34,836,493) -218% Cash and cash equivalents at beginning of period 68,945,796 103,782,289 -34% Cash and cash equivalents at end of period 110,061,086 68,945,796 60% CONSOLIDATED FINANCIAL STATEMENTS Net cash flow from FINANCING activities 91 SUMMARIZED FINANCIAL STATEMENTS CONTENTS Constructora y Administradora Uno S.A.________________93 Parque Arauco Internacional S.A.______________________94 Nueva Arauco SPA.__________________________________95 Todo Arauco S.A.____________________________________96 Plaza El Roble S.A.___________________________________97 Comercial Arauco Ltda._______________________________98 Inmobiliaria Paseo De la Estacion S.A. y Filial___________99 Desarrollos Inmobiliarios San Antonio S.A.___________ 100 Inversiones Parque Arauco Uno S.A._________________ 101 Inversiones Parque Arauco Dos S.A._________________ 102 Centros Comerciales Vecinales Arauco Express S.A. y Filiales______________________________ 103 Parque Arauco S.A. M$: thousands of Chilean pesos MUS$: thousands of U.S. dollars CONSTRUCTORA Y ADMINISTRADORA UNO S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ 2013 M$ 3,048,256 3,150,845 Assets Current assets Non-current assets TOTAL ASSETS 111,599,203 91,621,960 114,647,459 94,772,805 2,309,547 2,349,845 Liabilities and Equity Current liabilities Non-current liabilities 34,005,367 33,942,380 Equity attributable to equity holders of the company 78,332,545 58,480,580 114,647,459 94,772,805 17,693,661 16,689,145 Cost of sales (4,668,737) (4,487,144) GROSS PROFIT 13,024,924 12,202,001 Administrative expenses (2,729,501) (2,794,713) 21,993 6,140 (885,827) (1,052,667) (231) (210) Minority interest TOTAL LIABILITIES Revenue from ordinary activities Financial income Financial expenses Foreign exchange differences Share of profits (losses) of associates accounted (124,312) 37,328 (784,246) (524,386) (58,794) (765,211) Income tax (6,071,237) (2,031,427) Gain (loss) from the difference between the previous book value and the fair value of financial assets 19,328,944 8,079,196 NET PROFIT (LOSS) 21,721,713 13,156,051 21,721,713 13,156,051 - - 21,721,713 13,156,051 Income (loss) for indexed assets and liabilities Other income/expenses Net Profit (loss) attributable to equity holders of the company Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES 9,762,624 9,252,353 (825,611) (2,035,370) (9,033,520) (7,095,940) (96,507) 121,043 (96,507) 121,043 211,163 90,120 114,656 211,163 Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Summarized Income Statement 93 PARQUE ARAUCO INTERNACIONAL S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 2014 USD 2013 USD Current assets 181,324,969.02 114,076,348.82 Non-current assets 768,273,935.76 476,997,559.56 TOTAL ASSETS 949,598,904.78 591,073,908.38 SUMMARIZED BALANCE SHEET Assets Liabilities and Equity Current liabilities 39,073,178.65 30,831,480.84 Non-current liabilities 289,576,084.10 230,173,990.63 Equity attributable to equity holders of the company 423,016,020.93 217,804,143.76 197,933,621.10 112,264,293.15 949,598,904.78 591,073,908.38 76,859,454.93 48,538,405.95 (21,528,699.33) (13,923,972.48) 55,330,755.60 34,614,433.47 (12,416,506.56) (7,862,952.99) 3,465,658.76 2,286,422.28 (18,419,775.32) (10,164,716.54) (847,229.36) (3,319,987.22) 726,796.01 (931,968.41) Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales GROSS PROFIT Administrative expenses Financial income Financial expenses Foreign exchange differences Share of profits (losses) of associates accounted Other income/expenses (1,389,769.75) (2,108,805.68) Income tax (11,576,721.24) (11,438,444.76) Gain (loss) from the difference between the previous book value and the fair value of financial assets (6,870,269.66) 17,926,910.25 NET PROFIT (LOSS) 8,002,938.48 19,000,890.40 Net Profit (loss) attributable to equity holders of the company 7,465,968.45 8,647,661.92 Net Profit (loss) attributable to minority interest 536,970.03 10,353,228.48 8,002,938.48 19,000,890.40 22,005,792.27 22,698,458.68 Net cash flow from (used in) investment activities (121,453,577.28) (124,317,787.36) Net cash flow from (used in) financing activities 153,020,280.05 150,515,038.73 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES 53,572,495.03 48,895,710.05 Effects of variation of the exchange rate on cash and equivalents (5,461,270.40) (3,437,206.75) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 48,111,224.64 45,458,503.30 79,817,991.66 23,538,800.18 127,929,216.30 68,997,303.48 NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Income (loss) for indexed assets and liabilities 94 NUEVA ARAUCO SPA FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ Assets Current assets 67,973 Non-current assets 363,675 TOTAL ASSETS 431,648 Liabilities and Equity Current liabilities Non-current liabilities Equity attributable to equity holders of the company 776,788 (345,140) Minority interest TOTAL LIABILITIES 431,648 Summarized Income Statement - Cost of sales - GROSS PROFIT - Administrative expenses (2,703) Financial income - Financial expenses - Foreign exchange differences Share of profits (losses) of associates accounted (54,353) (282,640) Income (loss) for indexed assets and liabilities - Other income/expenses - Income tax - Gain (loss) from the difference between the previous book value and the fair value of financial assets - NET PROFIT (LOSS) (339,696) Net Profit (loss) attributable to equity holders of the company (339,696) Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) 0 (339,696) Summarized Cash Flow Statement Net cash flow from (used in) operating activities - Net cash flow from (used in) investment activities - Net cash flow from (used in) financing activities - NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES - Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - Cash and cash equivalents at the beginning of the period - CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD - CONSOLIDATED FINANCIAL STATEMENTS Revenue from ordinary activities 95 TODO ARAUCO S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 2014 M$ 2013 M$ 2,716,240 1,306,568 Non-current assets 50,806,626 31,950,037 TOTAL ASSETS 53,522,866 33,256,605 SUMMARIZED BALANCE SHEET Assets Current assets Liabilities and Equity Current liabilities 46,845,994 22,128,703 Non-current liabilities 3,930,923 6,477,078 Equity attributable to equity holders of the company 2,745,949 4,650,824 53,522,866 33,256,605 4,677,833 3,513,593 Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales (1,472,763) (973,247) GROSS PROFIT 3,205,070 2,540,346 Administrative expenses (864,061) (526,828) 60,232 11,600 (1,926,613) (874,523) (1,368) (60) 82,174 (170,870) Financial income Financial expenses Foreign exchange differences Income (loss) for indexed assets and liabilities Other income/expenses (14,849) (532,859) 1,550,543 (2,269,370) Gain (loss) from the difference between the previous book value and the fair value of financial assets (3,912,215) 6,130,229 NET PROFIT (LOSS) (1,821,087) 4,307,665 Net Profit (loss) attributable to equity holders of the company (1,821,087) 4,307,665 Income tax Net Profit (loss) attributable to minority interest - - (1,821,087) 4,307,665 (6,921,385) 460,425 (23,881,088) (13,048,699) 30,761,741 12,661,465 (40,732) 73,191 (40,732) 73,191 Cash and cash equivalents at the beginning of the period 91,890 18,699 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 51,158 91,890 NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CONSOLIDATED FINANCIAL STATEMENTS Share of profits (losses) of associates accounted 96 PLAZA EL ROBLE S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 2014 M$ 2013 M$ 2,160,111 1,273,295 Non-current assets 40,532,146 34,656,790 TOTAL ASSETS 42,692,257 35,930,085 SUMMARIZED BALANCE SHEET Assets Current assets Liabilities and Equity Current liabilities 560,580 1,195,764 Non-current liabilities 20,752,382 12,732,547 Equity attributable to equity holders of the company 21,379,295 22,001,774 42,692,257 35,930,085 5,706,199 5,171,145 Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales (1,664,745) (1,241,533) GROSS PROFIT 4,041,454 3,929,612 Administrative expenses (957,005) (954,380) 1,637 9,435 (665,212) (350,438) (431,481) (190,156) Other income/expenses (21,142) (21,004) Income tax 797,137 73,660 Gain (loss) from the difference between the previous book value and the fair value of financial assets (4,436,190) (1.585.870) NET PROFIT (LOSS) (1,670,802) 910,859 Net Profit (loss) attributable to equity holders of the company (1,670,802) 910,859 Financial income Financial expenses Foreign exchange differences Income (loss) for indexed assets and liabilities Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) - - (1,670,802) 910,859 1,013,450 1,892,513 (7,729,642) (5,761,673) 6,644,945 3,834,122 (71,247) (35,038) (71,247) (35,038) 75,974 111,012 4,727 75,974 Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Share of profits (losses) of associates accounted 97 COMERCIAL ARAUCO LTDA. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ 2013 M$ - - 2,187 1,338 (2,187) (1,338) - - - - Assets Current assets Non-current assets TOTAL ASSETS Liabilities and Equity Current liabilities Non-current liabilities Equity attributable to equity holders of the company Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales - - GROSS PROFIT - - (849) (692) NET PROFIT (LOSS) (849) (692) Net Profit (loss) attributable to equity holders of the company (849) (692) Administrative expenses Financial income Financial expenses Foreign exchange differences Share of profits (losses) of associates accounted Income (loss) for indexed assets and liabilities Other income/expenses Income tax Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) - - (849) (692) - - - - - - Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Gain (loss) from the difference between the previous book value and the fair value of financial assets 98 INMOBILIARIA PASEO DE LA ESTACION S.A. Y FILIAL FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ 2013 M$ 15,491,569 8,764,139 95,993,422 92,433,972 111,484,991 101,198,111 Assets Current assets Non-current assets TOTAL ASSETS Liabilities and Equity Current liabilities 10,333,573 5,403,127 Non-current liabilities 27,195,437 23,148,601 Equity attributable to equity holders of the company 73,793,012 72,520,676 162,969 125,707 111,484,991 101,198,111 16,877,409 16,318,807 Cost of sales (3,903,959) (3,886,810) GROSS PROFIT 12,973,450 12,431,997 Administrative expenses (2,281,573) (2,254,054) 472,380 459,780 (715,494) (259,858) (101,117) (78,400) Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Financial income Financial expenses Foreign exchange differences Income (loss) for indexed assets and liabilities Other income/expenses Income tax Gain (loss) from the difference between the previous book value and the fair value of financial assets NET PROFIT (LOSS) Net Profit (loss) attributable to equity holders of the company Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) (57,400) (84,896) (2,165,267) (2,867,870) 2,629,674 4,157,945 10,754,653 11,504,644 10,703,461 11,452,237 51,192 52,407 10,754,653 11,504,644 10,781,149 8,768,172 Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities (757,943) (465,377) (10,017,328) (8,309,540) 5,878 (6,746) 5,878 (6,746) Cash and cash equivalents at the beginning of the period 441,047 447,793 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 446,925 441,047 Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CONSOLIDATED FINANCIAL STATEMENTS Share of profits (losses) of associates accounted 99 DESARROLLOS INMOBILIARIOS SAN ANTONIO S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ 2013 M$ 939,849 1,213,810 24,676,119 23,880,502 25,615,968 25,094,312 Assets Current assets Non-current assets TOTAL ASSETS Liabilities and Equity Current liabilities 701,542 697,766 Non-current liabilities 31,234,697 30,811,736 Equity attributable to equity holders of the company (6,320,271) (6,415,190) 25,615,968 25,094,312 4,680,403 4,598,948 (1,830,180) (1,687,269) 2,850,223 2,911,679 (1,057,959) (898,150) 56,900 42,178 (1,158,807) (1,205,302) (1,238,186) (461,695) Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales GROSS PROFIT Administrative expenses Financial income Financial expenses Foreign exchange differences Share of profits (losses) of associates accounted Income (loss) for indexed assets and liabilities Other income/expenses (29,348) (11,005) Income tax 407,706 329,980 Gain (loss) from the difference between the previous book value and the fair value of financial assets (563,463) (1,334,282) NET PROFIT (LOSS) (732,934) (626,597) Net Profit (loss) attributable to equity holders of the company (732,934) (626,597) (732,934) (626,597) 1,844,464 2,168,441 NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES (86,886) (43,400) (1,896,946) (2,132,260) (139,368) (7,219) (139,368) (7,219) 147,844 155,063 8,476 147,844 Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Net Profit (loss) attributable to minority interest 100 INVERSIONES PARQUE ARAUCO UNO S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 SUMMARIZED BALANCE SHEET 2014 M$ 2013 M$ 77,340 50,226 6,709,111 6,572,963 6,786,451 6,623,189 Assets Current assets Non-current assets TOTAL ASSETS Liabilities and Equity Current liabilities Non-current liabilities Equity attributable to equity holders of the company 421 97,434 5,987,588 5,414,880 798,442 1,110,875 6,786,451 6,623,189 23,371 - (23,032) (89,289) 339 (89.289) (1,408) (1,150) - - (246,518) (190,186) Minority interest TOTAL LIABILITIES Summarized Income Statement Revenue from ordinary activities Cost of sales GROSS PROFIT Administrative expenses Financial income Financial expenses Foreign exchange differences - - Share of profits (losses) of associates accounted - - (189,240) (109,531) Income (loss) for indexed assets and liabilities Other income/expenses (2,903) - Income tax 73,033 62,830 - - NET PROFIT (LOSS) (366,697) (327,325) Net Profit (loss) attributable to equity holders of the company (366,697) (327,325) (366,697) (327,325) (119,924) (19,932) Gain (loss) from the difference between the previous book value and the fair value of financial assets NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities (108) (4,672,502) 120,032 4,692,434 - - - - Cash and cash equivalents at the beginning of the period 1,929 1,929 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 1,929 1,929 Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CONSOLIDATED FINANCIAL STATEMENTS Net Profit (loss) attributable to minority interest 101 INVERSIONES PARQUE ARAUCO DOS S.A. FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 2014 M$ 2013 M$ 464,171 3,483,840 Non-current assets 27,207,728 25,041,274 TOTAL ASSETS 27,671,899 28,525,114 SUMMARIZED BALANCE SHEET Assets Current assets Liabilities and Equity Current liabilities 550,986 359,445 Non-current liabilities 21,170,903 25,028,247 Equity attributable to equity holders of the company 5,950,010 3,137,422 27,671,899 28,525,114 Revenue from ordinary activities 4,574,929 2,822,490 Cost of sales (1,511,087) (1,072,163) GROSS PROFIT 3,063,842 1,750,327 (565,516) (444,419) 762 3,149 (943,480) (807,557) (750,281) (392,582) Minority interest TOTAL LIABILITIES Summarized Income Statement Administrative expenses Financial income Financial expenses Foreign exchange differences Share of profits (losses) of associates accounted Income (loss) for indexed assets and liabilities Other income/expenses (20,518) 7,623 (680,625) 424,800 Gain (loss) from the difference between the previous book value and the fair value of financial assets 2,495,521 (1,969,427) NET PROFIT (LOSS) 2,599,705 (1,427,986) Net Profit (loss) attributable to equity holders of the company 2,599,705 (1,427,986) 2,599,705 (1,427,986) 5,905,683 (25,682) Income tax NET PROFIT (LOSS) Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities (385,259) (9,436,037) (5,563,170) 9,509,906 (42,746) 48,187 (42,746) 48,187 Cash and cash equivalents at the beginning of the period 53,057 4,870 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 10,311 53,057 Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CONSOLIDATED FINANCIAL STATEMENTS Net Profit (loss) attributable to minority interest 102 CENTROS COMERCIALES VECINALES ARAUCO EXPRESS S.A. Y FILIALES FOR THE FINANCIAL YEARS ENDING DECEMBER 31, 2014 AND 2013 2014 M$ 2013 M$ Current assets 4,354,920 4,313,423 Non-current assets 39,321,423 25,869,095 43,676,343 30,182,518 SUMMARIZED BALANCE SHEET Assets TOTAL ASSETS Liabilities and Equity Current liabilities 2,719,767 1,291,125 Non-current liabilities 15,823,874 11,436,066 Equity attributable to equity holders of the company 24,631,081 16,978,388 501,621 476,939 43,676,343 30,182,518 Revenue from ordinary activities 2,614,094 2,239,232 Cost of sales (764,658) (562,480) GROSS PROFIT 1,849,436 1,676,752 (921,743) (327,761) 53,332 175,359 (738,982) (407,278) (597,015) (235,429) Minority interest TOTAL LIABILITIES Summarized Income Statement Administrative expenses Financial income Financial expenses Foreign exchange differences Income (loss) for indexed assets and liabilities Other income/expenses (4,459) (154,023) 634,565 78,714 Gain (loss) from the difference between the previous book value and the fair value of financial assets 2,329,940 (1,121,622) NET PROFIT (LOSS) 2,605,074 (315,288) Net Profit (loss) attributable to equity holders of the company 2,594,328 (388,126) Income tax Net Profit (loss) attributable to minority interest NET PROFIT (LOSS) 10,746 72,838 2,605,074 (315,288) 1,425,373 292,083 (10,947,250) (3,377,519) 7,370,658 5,258,674 (2,151,219) 2,173,238 (2,151,219) 2,173,238 2,189,019 15,781 37,800 2,189,019 Summarized Cash Flow Statement Net cash flow from (used in) operating activities Net cash flow from (used in) investment activities Net cash flow from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, BEFORE THE IMPACT OF FOREIGN EXCHANGE RATE DIFFERENCES Effects of variation of the exchange rate on cash and equivalents NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of the period CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CONSOLIDATED FINANCIAL STATEMENTS Share of profits (losses) of associates accounted 103 Parque Arauco S.A. Cerro Colorado 5240 Torre 1, Piso 15 Las Condes, Santiago